Page 38 - Yucaipa Sustainable Groundwater Management Agency - Yucaipa SGMA

B - 2 | Groundwater Sustainability Plan for the Yucaipa Basin Area | San Bernardino Valley Municipal Water District
negligent acts or omissions of its officers, employees, agents or representatives.

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 negligent act, error or, omission, or negligent or willful
act misconduct 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 orand warrants the following:

a. Each Party warrants that it 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;

b. Each Party represents that Aall action on the part of each Party necessary for the authorization,
execution, delivery, and performance of this Agreement, and the consummation of the transactions
contemplated herein, has been properly taken and obtained in compliance with applicable law;

Yucaipa Sustainable Groundwater Management Agency - August 9, 2018 - Page 37 of 208