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2. Consulting Services and Responsibilities. During the term of this Agreement, Consultant shall
provide consulting services to the District, which shall include
those services and activities specifically identified in the Consultant’s proposal for the Project, or such
other services requested by District, each of which is attached to this Agreement as Exhibit “A”, and
by this reference incorporated herein (“Services”). All Services provided under this Agreement shall
be performed in a manner consistent with current industry standards by individuals who possess the
properthe professional skill, care and knowledge ordinarily provided by firms practicing in the same or
similar locality under the same or similar circumstances (herein the “Standard of Care”), as necessary to
effectively complete the Services. The performance of all Services and obligations hereunder shall be
made consistent with the Standard of Care in order to be in accordance with all federal, state and local
laws, rules, regulations or ordinances applicable to the Services or obligations.

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, provided Consultant has been paid all amounts due. Consultant hereby
unconditionally assigns, transfers and conveys to District all rights, interests and claims of any kind related
thereto, including copyright. Consultant shall promptly disclose such work product to District and, at the
District’s expense, perform all actions reasonably requested by District (whether during or after the
Term) to establish and confirm such ownership (including, without limitation, executing any necessary
assignments, consents, powers of attorney and other instruments). District agrees to indemnify, defend
and hold the Consultant harmless from and against any claims or damages that may result from the
subsequent use, reuse, transfer or modification of the Work Product, except on projects where the
Consultant has been retained to provide services.

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, as well as reasonable termination expenses for
termination without cause. 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
reasonable attorneys’ fees, awards, fines, penalties, judgments or appeals based on a third party tort
claim, arising out of or related to the extent caused by the negligent performance of the Services,
breach of this Agreement, or any misrepresentations or any other claim arising out of or related to this
Agreement, provided however, that any duty to defend in this agreement shall not apply to professional
liability claims. Consultant’s indemnification obligations contained in this Section 12 shall extend to all
Yucaipa Sustainable Groundwater Management Agency - August 9, 2018 - Page 36 of 208