Page 179 - _ 180314 Special Yucaipa GSA Packet

The indemnification responsibility of Consultant, with respect to the Services shall
exist and continue regardless of the extent to which District may have reviewed and approved the
Services performed by Consultant, except that Consultant shall not be responsible for claims
attributable to the Services in any case in which the claim is attributable to a decision made by
District with respect to which Consultant and District have specifically agreed in writing that
District shall be the responsible party.

13. Liability and Insurance. Consultant shall assume responsibility and liability for any
damage, loss or injury of any kind or nature whatsoever to any person or property, to the extent
such damage, loss or injury was caused by or resulting from an error, omission or negligent or
willful act caused by Consultant, its officers, directors, employees, agents or representatives in
connection with the performance of the Services under this Agreement.

Consultant shall, at its sole cost and expense, maintain in effect at all times during
the performance of the Services, the greater of: (i) the coverage and limits of insurance described
herein; or (ii) such coverage and limits as is generally determined to be the general industry
standards, which coverage shall be maintained with an insurance company licensed to do business
in California and having a minimum A.M. Best rating of A-IX, or better, and under forms of
policies satisfactory to District.

Consultant shall, at its sole cost and expense, procure and maintain in effect for the
Term the following insurance policies, and to the extent permitted, naming District as an additional
insured: (i) professional liability insurance, with policy limits of no less than $1,000,000
(combined single limit per claim and annual aggregate); (ii) workers’ compensation insurance, in
such amounts and coverage as required by law, and employer’s liability insurance policy of at least
$1,000,000 per occurrence; (iii) general liability insurance policy of at least $1,000,000 per
occurrence, and in the aggregate $2,000,000; and (iv) automobile liability, or equivalent form, with
a combined single limit of no less than $1,000,000 per occurrence; such insurance shall include
coverage for non-owned and hired automobiles and owned. The workers’ compensation policy
must include a waiver of Consultant’s right to recover from other endorsements.

Certificates evidencing such coverage and adding District as additional insured,
where permitted, shall be delivered to District prior to the commencement of the Services by
Consultant under this Agreement. Such insurance shall provide no cancellation unless thirty (30)
days' prior notice of such cancellation is given to District or ten (10) days notice in the event of
cancellation for non-payment of premium. Consultant agrees to timely pay the premiums as
required and use its best efforts to maintain said insurance in effect for a period of at least two (2)
years after completion of the Services under this Agreement.

14. Representations and Warranties. Each Party individually represents and warrants
the following:

a. Each Party is duly organized, validly existing and in good standing under
the laws of the state of formation or incorporation and has all requisite power and authority to
conduct the business with which it conducts and proposes to conduct;

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SBVMWD Consulting Agreement
Rev. 7/2015

Yucaipa Groundwater Sustainability Agency - March 14, 2018 - Page 158 of 226