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acknowledges and agrees that in no event shall Consultant receive or have a claim of any kind for
any payment in excess of the Maximum Fee for any work, including Additional Services,
performed under this Agreement, unless such amount exceeding the Maximum Fee is specifically
approved in writing by District.

4.2 Invoices. Each month Services are rendered, Consultant shall deliver an
invoice to District, for work actually performed, which shall include, at a minimum: (i) the project
name; (ii) District's job number; (iii) Consultant’s point of contact for billing questions; (iv) basis
of billing; (v) total contract value; (vi) total billing to date; (vii) amount remaining in contract; and
(viii) estimated percentage of completion at time of billing. Attached to each invoice, Consultant
shall also include a monthly summary of work actually performed during the billing period.
Provided there is no dispute with the invoice, District shall pay Consultant within thirty (30) days
of receiving the invoice. In the event District disputes an invoice, District shall provide a written
explanation of the dispute to Consultant within thirty (30) days of receiving the invoice. District
and Consultant shall cooperate to resolve any disputed amount. District shall not be penalized for
any reasonable dispute and shall not be obligated to pay any amount in dispute until a dispute has
been resolved.

4.3 Expenses. District shall pre-approve in writing each reasonable and
necessary expense that Consultant intends to seek reimbursement for, which expenses are directly
related to the performance of the Services. If pre-approved, such expenses for reasonable and
necessary travel, lodging, or miscellaneous expenses incurred in the performance of this
Agreement will be reimbursed to Consultant in accordance with District’s general reimbursement
policy. Consultant shall submit an invoice of all incurred expenses accompanied by adequate
supporting documentation or transaction receipts. Invoices that fail to include reasonable
supporting documentation or receipts will not be honored and District will have no obligation of
any kind to reimburse Consultant for such expenses.

5. Project Data. Consultant shall be exclusively responsible for obtaining from the
appropriate sources, persons or third parties, all data and information necessary for the proper,
timely and complete performance and satisfaction of the Services.

6. Work Product; Confidential Information.

6.1 Work Product. Consultant shall provide to District, and such other
consultants approved by District, all work product, works in progress or other deliverables
developed from or associated with the Services or the Project. Upon completion of the Services,
Consultant shall provide one reproducible physical copy and one electronic copy of all final work
products described in Exhibit “A”, in such forms acceptable to District. Consultant acknowledges
that all work performed or prepared for District by Consultant hereunder, including without
limitation all data, reports, models, working notes, drawings, designs, improvements, trademarks,
patents, copyrights (whether or not registered or patentable) and specifications developed or
prepared by Consultant in connection with, or related to such Services shall become the sole and
exclusive property of District, unless specifically otherwise agreed upon in writing by District and
Consultant. Consultant hereby unconditionally assigns, transfers and conveys to District all rights,
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SBVMWD Consulting Agreement
Rev. 7/2015

Yucaipa Groundwater Sustainability Agency - March 14, 2018 - Page 155 of 226