Page 178 - _ 180314 Special Yucaipa GSA Packet

9. Independent Contractor.

9.1 Status. The Parties hereby acknowledge that in rendering the Services
provided hereunder, Consultant shall be deemed to be an independent contractor and shall not be
deemed in any way an agent, partner or joint venturer of the District. Consultant acknowledges
and agrees that, as an independent contractor, it is solely responsible for the payment of any and
all taxes and/or assessments imposed on account of payment to Consultant or the performance of
Services by Consultant pursuant to this Agreement.

9.2 Agency Restrictions. Consultant understands and agrees that Consultant
shall not represent itself to third parties to be the agent, employee, partner or joint venturer of the
District. Furthermore, Consultant shall not make any statements on behalf of or otherwise
purporting to bind the District in any contract or otherwise related agreement. Consultant further
agrees and acknowledges that Consultant does not have the authority to and shall not sign any
contract on behalf of the District or any of its subsidiaries or affiliates. Consultant shall not
obligate the District or any of its subsidiaries or affiliates to do any other act that would bind the
District or any of its subsidiaries or affiliates in any manner.

10. Further Assurances. Consultant shall furnish District with any documents or
records that the District reasonably believes necessary to properly and timely carry out the
Consultant’s Services. District shall first tender written notice to Consultant regarding any
documents or records that it reasonably believes necessary to properly carry out Consultant’s
Services. Consultant shall then have ten (10) days from the receipt of such notice to provide the
District with the requested documents or records.

11. Abandonment or Termination. Agreement may be terminated by either Party upon
ten (10) days written notice. In the event the Project is terminated or abandoned before completion
of the Services, all Services of Consultant shall immediately terminate. In the event of termination
or abandonment, Consultant shall be compensated for the Services in proportion to the amount of
work actually completed as of the termination date or date of abandonment. Notwithstanding the
foregoing, in the event of telephone notification to stop work, no further work shall be performed
on any portion of the Project pending receipt of the written notification. The continuation of work
after telephone notification to stop work, shall be at Consultant’s sole cost and expense, without
the right to seek any form of reimbursement.

12. Indemnification. Consultant shall indemnify, defend and hold harmless the District
and its agents, officers, directors and assigns, from and against any and all claims, damages, loss
and expense, including attorneys’ fees, awards, fines, penalties, judgments or appeals arising out
of or related to the performance of the Services, breach of this Agreement, any misrepresentations
or any other claim arising out of or related to this Agreement. Consultant’s indemnification
obligations contained in this Section 12 shall extend to all acts or omissions of its officers,
employees, agents or representatives.

4

SBVMWD Consulting Agreement
Rev. 7/2015

Yucaipa Groundwater Sustainability Agency - March 14, 2018 - Page 157 of 226