Water Resources Management Document

WATER RESOURCES MANAGEMENT AGREEMENT

This Water Resources Management Agreement (the Agreement) is entered into as of by and between:

Identifying Parties

Recitals

WHEREAS, the Manager possesses professional expertise in monitoring, conservation, allocation, and operational management of surface water and groundwater resources and related infrastructure; and

WHEREAS, the Client owns or controls the real property, water rights, permit obligations or infrastructure for which management services are required and desires to engage the Manager to provide water resources management services on the terms set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective obligations, payment terms, confidentiality obligations, and dispute resolution and governing law provisions in a single, binding agreement.

Scope of Work

The Manager shall provide water resources management services as described below. Services shall include, but are not limited to, monitoring and reporting, permit compliance, operations planning, seasonal allocation recommendations, maintenance oversight of water conveyance infrastructure, and stakeholder coordination.

Payment Terms

In consideration for the services performed, the Client shall pay the Manager as set forth below. All sums are payable in lawful currency of the United States unless otherwise agreed in writing.

All invoices shall include reasonable detail of services performed. Payments not made within thirty (30) days of invoice date shall accrue the stated late fee, and the Manager may suspend performance if unpaid amounts are not cured within fourteen (14) days after written notice of default.

Term and Termination

This Agreement shall commence on and shall continue in effect until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve the Client of its obligation to pay for services rendered and expenses properly incurred prior to termination.

Confidentiality

The parties acknowledge that during the term of this Agreement each may be given access to Confidential Information. "Confidential Information" means non-public technical, commercial, financial, permit or operational information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

The receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure of Confidential Information to those employees, consultants or contractors with a need to know and who are bound by confidentiality obligations at least as protective as those contained herein; and (c) implement reasonable administrative and technical safeguards to protect confidentiality. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, regulation or valid order of a court or governmental authority, provided that the receiving party gives the disclosing party prompt written notice and cooperates in any lawful effort to limit such disclosure.

Compliance and Environmental Obligations

The Manager shall perform services in a manner consistent with all applicable environmental laws, permits, licenses and regulatory orders. The Manager shall promptly notify the Client of any event, release or noncompliance that may materially affect permit status, regulatory obligations, or water delivery and shall cooperate with Client in preparing required notices and corrective actions. The Client shall maintain any permits or rights in force and shall provide the Manager copies of permits and related operational conditions as reasonably requested.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, special, punitive or consequential damages, including lost revenues or profits. The Manager's aggregate liability under this Agreement shall not exceed the total compensation paid by the Client to the Manager during the twelve (12) month period preceding the claim.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including all exhibits and schedules incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous written and oral agreements, representations and understandings. Any amendment to this Agreement must be in writing signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice delivered in accordance with this section.

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