HomeMy WebLinkAboutMountain Valley Environmental Services, Inc - CDO-CTO Agreement - 06.02.23LIUI:UJ I y,, CI IVCIVFIC ILI. UF10I V:JrL/-O LJ VIi-'#LU C-O/1�.7-�000GVr! !'+F11+
RE: CDO/CTO Agreement
for Camp Fresno
This Agreement is to entered into and effective as of 6l2/2023 (Effective Date) by
and between Mountain Valley Environmental Services, Inc., a California corporation, 1050 Ben
Hur Rd, Raymond, California 93653, hereinafter referred to as MVES, and the City of Fresno, a
California municipal corporation, hereinafter referred to as Client or City.
1. Term
This Agreement shall take effect on the Effective Date and shall continue in effect for a period
of one (1) year unless terminated by either party prior to the end of this Agreement.
2. Purpose of Agreement
To provide operation and supervision services for CLIENT's water supply and distribution
facilities (System) and to monitor and assist CLIENT in its compliance with permit and applicable
regulatory requirements pertaining to the below water system:
System Name: Camp Fresno Water System System ID# CA1000170
Location: Dinkey Creek Rd, Dinkey Creek, CA 93517
3. Scope of Services
Responsibilities of MVES
i. MVES will provide a certified T-1 and D-1 or higher operator (Operator) who will visit the
site bi-weekly and will be responsible for inspecting, overseeing, and maintaining the safe
ongoing operation of the Water System during the operating season, generally April to
October.
ii. Water Quality Testing: During each month Camp Fresno is open, one distribution system
sample will be collected and analyzed for Total Coliform.
iii. Reports: MVES will complete the monthly monitoring report and the Annual Electronic
Report (EAR) pertaining to CLIENT's water operations. All reporting must be done in
accordance with applicable laws and State Water Resources Control Board (SWRCB)
requirements. MVES shall be responsible for timely filing all annual reports required of
CLIENT by the SWRCB — Division of Drinking Water — Fresno District (Waterboard),
provided however to the extent that the cooperation of CLIENT is required in the
preparation of submission of any report, CLIENT will provide such cooperation promptly.
iv. Services: To the extent that services, regular or emergency, are provided in excess of bi-
weekly, such "additional services" must be provided on an as -needed basis at an
additional hourly rate as specified herein in Exhibit A. Any services provided after normal
working hours will also be subject to additional hourly rates, mileage charges and other
travel costs. To the extent possible, all work will be performed during normal working
hours, which term is defined as Monday to Friday between 7 AM and 5 PM.
Additional Services shall include:
• Seasonal startup and shutdown services and forms including draining and
purging the distribution system, discharge line and booster lines (with air
compressor), storage tanks (with sump pump), of all water to prevent freeze
damage during winter.
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• Update ENP, BSSP and other forms as needed.
• Repeat bacti testing.
• Boil water notice preparation and posting as needed.
• Availability for 24/7 emergency response.
V. CLIENT must be notified of any notices from, and all meetings/discussions held with,
Waterboard and/or outside contractors related to system improvements, repair work
proposed or required at the WTP, and compliance concerns and requirements.
vi. MVES must assist CLIENT by updating and timely submitting of its Operations Plan,
Emergency Notification Plan and any other plan when required by the Waterboard.
Responsibilities of CLIENT
CLIENT shall provide the following as part of the Scope of Services:
i. Access to areas of CLIENT sites as required for MVES to complete the Scope of Services.
ii. Access to all drawings, maps, operations plans, manuals, and other required documents
relating to the water supply and distribution system.
iii. Availability of CLIENT staff for additional help as needed.
iv. Assistance in preparation of monthly reports to Waterboard and/or other regulatory
agencies."
V. Timely availability and cooperation of CLIENT staff as needed for submission of required
reports.
4. Indemnification and Insurance Requirements
To the furthest extent allowed by law, MVES shall indemnify, hold harmless, and defend CLIENT
and each of its officers, officials, employees, agents and volunteers from any and all loss, liability,
fines, penalties, forfeitures, costs and damages (whether in contract, tort, or strict liability,
including but not limited to personal injury, death at any time, and property damage), and from
any and all claims, demands and actions in law or equity (including reasonable attorney's fees
and litigation expense) that arise out of, pertain to, or related to the negligence, recklessness or
willful misconduct of MVES, its principals, officers, employees, agents, or volunteers in the
performance of this Agreement. This indemnification specifically includes any claims that may be
made against CLIENT by any taxing authority asserting that an employer -employee relationship
exists by reason of this Agreement or otherwise, and any claims made against CLIENT alleging
civil rights violations by MVES under Government Code sections 12920 et seq. (California Fair
Employment and Housing Act), and any fines or penalties imposed on CLIENT for MVES' failure
to provide independent contractor form DE-542, when applicable. This indemnification obligation
shall continue beyond the term of this Agreement as to any acts or omissions occurring under
this Agreement or any extension of this Agreement.
(a) Throughout the life of this Agreement, MVES shall pay for and maintain in full force and
effect all insurance as required in Exhibit B with an insurance company(ies) either (i) admitted
by the California Insurance Commissioner to do business in the State of California and rated no
less than "A-VII" in the Best's Insurance Rating Guide, or (ii) as may be authorized in writing by
CLIENT'S Risk Manager or his/her designee at any time and in his/her sole discretion. The
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required policies of insurance as stated herein shall maintain limits of liability of not less than
those amounts stated therein. However, the insurance limits available to CLIENT, its officers,
officials, employees, agents and volunteers as additional insureds, shall be the greater of the
minimum limits specified therein or the full limit of any insurance proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, MVES or any of its
subcontractors fail to maintain any required insurance in full force and effect, all services and
work under this Agreement shall be discontinued immediately, and all payments due or that
become due to MVES shall be withheld until notice is received by CLIENT that the required
insurance has been restored to full force and effect and that the premiums therefore have been
paid for a period satisfactory to CLIENT. Any failure to maintain the required insurance shall be
sufficient cause for CLIENT to terminate this Agreement. No action taken by CLIENT pursuant
to this section shall in any way relieve MVES of its responsibilities under this Agreement. The
phrase "fail to maintain any required insurance" shall include, without limitation, notification
received by CLIENT that an insurer has commenced proceedings, or has had proceedings
commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by MVES shall not be deemed to release or diminish
the liability of MVES, including, without limitation, liability under the indemnity provisions of this
Agreement. The duty to indemnify CLIENT shall apply to all claims and liability regardless of
whether any insurance policies are applicable. The policy limits do not act as a limitation upon
the amount of indemnification to be provided by MVES. Approval or purchase of any insurance
contracts or policies shall in no way relieve from liability nor limit the liability of MVES, vendors,
suppliers, invitees, contractors, sub -contractors, subcontractors, or anyone employed directly or
indirectly by any of them.
5. Termination of Agreement
Either party may terminate this Agreement, with or without cause, upon receipt of ninety (90)
days written notice from one party to the other. In the event of such termination, CLIENT shall
pay MVES consulting fees for all services provided by MVES prior to the date CLIENT gives
notice of termination. All reports normally prepared by MVES under this Agreement shall be due
on and cover, and must be prepared by MVES no later than, the last business day before
termination of the Agreement. In the event that CLIENT terminates this Agreement and the date
of termination falls within a calendar month, CLIENT will pay to MVES a prorated portion of the
monthly flat rate amount within 60 days of the termination date. Termination of this Agreement
shall not relieve CLIENT's obligation to timely pay any other amounts billed by MVES for services
rendered and supplies purchased prior to the termination of the Agreement. CLIENT will not pay
lost anticipated profits or other economic loss. All payments by CLIENT are conditioned upon
receipt from MVES of any and all pending reports, plans, specifications and other documents
prepared by MVES in accordance with this Agreement. No sanctions will be imposed.
This Agreement shall also terminate without any liability of the CLIENT to MVES upon the earlier
of: (i) MVES's filing for protection under the federal bankruptcy laws, or any bankruptcy petition
or petition for receiver commenced by a third party against the Consultant; (ii) the CLIENT's non -
appropriation of funds sufficient to meet its obligations hereunder during any City fiscal year of
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this Agreement, or insufficient funding for the Project; (iii) CLIENT notifying MVES that it has
designated a new Water System Operator; or (iv) expiration of this Agreement.
6. Compensation
(a) CLIENT shall compensate MVES for the monthly flat rate amount of one thousand, one
hundred seventy dollars ($1,170.00) each and every month that the Camp is open (normally April
through October). MVES shall provide monthly invoices to CLIENT. If services are provided in
excess of the bi-weekly, those services will be included on the monthly invoice. CLIENT shall
only be responsible for payment for those additional services previously authorized. All amounts
due and payable hereunder (both the monthly flat rate, additional services, extra hours, travel,
supplies) shall be paid by CLIENT within sixty (60) days of actual receipt of MVES's monthly
billing for the same.
(b) Not to Exceed Amount: During the life of this contract, the total compensation paid to
MVES, by CLIENT, under this contract shall not exceed $50,000.
(c) Additional Operator Time, Supply Purchases and Water Quality Testing: Any
additional time over one (1) hour per inspection trip, additional trips over one (1) per every two
weeks and/or not performed during normal working hours, will be billed at the rate in the
attached Price List (Exhibit A), provided that such time is clearly documented. MVES must
obtain prior written approval to work additional time, purchase supplies, and conduct additional
testing from the Parks Division Manager or his/her designee unless prevented by an emergency
involving a danger to the health and safety of the public or of significant property damage. In
the event MVES must purchase supplies and is authorized to do so, the City will be charged
the actual cost of the authorized supplies plus a 20% markup. Emergency responses after
normal working hours (as defined above in Section 3) will be billed at an hourly rate not to
exceed time and one half (1.5), or double time on Sundays, holidays or after 12 hours.
Not included in monthly flat fee:
a Any additional water quality testing required to meet Waterboard requirements.
7. Compliance with Law.
In providing the services required under this Agreement, MVES shall at all times comply with all
applicable laws of the United States, the State of California, and CLIENT, and with all applicable
regulations promulgated by federal, state, regional, or local administrative and regulatory
agencies, now in force and as they may be enacted, issued, or amended during the term of this
Agreement.
8. Notices.
Any notice required or intended to be given to either party under the terms of this Agreement
shall be in writing and shall be deemed to be duly given if delivered personally, transmitted by
facsimile followed by telephone confirmation of receipt, or sent by United States registered or
certified mail, with postage prepaid, return receipt requested, addressed to the party to which
notice is to be given at the party's address set forth on the signature page of this Agreement or
at such other address as the parties may from time to time designate by written notice. Notices
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served by United States mail in the manner above described shall be deemed sufficiently served
or given at the time of the mailing thereof.
9. Binding.
Subject to Section 22, below, once this Agreement is signed by all parties, it shall be binding
upon, and shall inure to the benefit of, all parties, and each parties' respective heirs, successors,
assigns, transferees, agents, servants, employees, and representatives.
10. Assignment.
(a) This Agreement is personal to the parties and there shall be no assignment by MVES
of its rights or obligations under this Agreement without the prior written approval of the
City Manager or designee. Any attempted assignment by MVES, its successors or
assigns, shall be null and void unless approved in writing by the City Manager or
designee.
(b) MVES hereby agrees not to assign the payment of any monies due to MVES from the
City under the terms of this Agreement to any other individual(s), corporation(s) or
entity(ies). The City retains the right to pay any and all monies due to MVES directly to
MVES.
11. Waiver.
The waiver by either party of a breach by the other of any provision of this Agreement shall not
constitute a continuing waiver or a waiver of any subsequent breach of either the same or a
different provision of this Agreement. No provisions of this Agreement may be waived unless in
writing and signed by all parties to this Agreement. Waiver of any one provision herein shall not
be deemed to be a waiver of any other provision herein.
12. Governing Law and Venue.
This Agreement shall be governed by, and construed and enforced in accordance with, the laws
of the State of California, excluding, however, any conflict of laws rule which would apply the
law of another jurisdiction. Venue for purposes of the filing of any action regarding the
enforcement or interpretation of this Agreement and any rights and duties hereunder shall be
Fresno County, California.
13. Headings.
The section headings in this Agreement are for convenience and reference only and shall not
be construed or held in any way to explain, modify or add to the interpretation or meaning of the
provisions of this Agreement.
14. Severability.
The provisions of this Agreement are severable. The invalidity or unenforceability of any one
provision in this Agreement shall not affect the other provisions.
15. Interpretation.
The parties acknowledge that this Agreement in its final form is the result of the combined efforts
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of the parties and that, should any provision of this Agreement be found to be ambiguous in any
way, such ambiguity shall not be resolved by construing this Agreement in favor of or against
either party, but rather by construing the terms in accordance with their generally accepted
meaning.
16. Attorney's Fees.
If either party is required to commence any proceeding or legal action to enforce or interpret any
term, covenant or condition of this Agreement, the prevailing party in such proceeding or action
shall be entitled to recover from the other party its reasonable attorney's fees and legal
expenses.
17. Exhibits.
Each exhibit and attachment referenced in this Agreement is, by the reference, incorporated into
and made a part of this Agreement.
18. Precedence of Documents.
In the event of any conflict between the body of this Agreement and any exhibit or attachment
hereto, the terms and conditions of the body of this Agreement shall control and take precedence
over the terms and conditions expressed within the exhibit or attachment. Furthermore, any
terms or conditions contained within any exhibit or attachment hereto which purport to modify
the allocation of risk between the parties, provided for within the body of this Agreement, shall
be null and void.
19. Cumulative Remedies.
No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be
cumulative with all other remedies at law or in equity.
20. No Third Party Beneficiaries.
The rights, interests, duties and obligations defined within this Agreement are intended for the
specific parties hereto as identified in the preamble of this Agreement. Notwithstanding anything
stated to the contrary in this Agreement, it is not intended that any rights or interests in this
Agreement benefit or flow to the interest of any third parties.
21. Extent of Agreement.
Each party acknowledges that they have read and fully understand the contents of this
Agreement. This Agreement represents the entire and integrated agreement between the
parties with respect to the subject matter hereof and supersedes all prior negotiations,
representations or agreements, either written or oral. This Agreement may be modified only by
written instrument duly authorized and executed by both the City and the Consultant.
22. The City Manager, or designee, is hereby authorized and directed to execute and implement
this Agreement. The previous sentence is not intended to delegate any authority to the City
Manager to administer the Agreement, any delegation of authority must be expressly included
in the Agreement.
[Signatures follow on next page]
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THE PARTIES, having read and considered the above provisions, indicate their agreement
by their authorized signatures below.
CITY OF FRESNO,
A California municipal corporation
By: F�Ll'�
Georgeanne A. White
City Manager
APPROVED AS TO FORM:
ANDREW JANZ
City Attorney
By: FamuSipned by: 6 /2 / 2 02 3
�r
Jenne er` M. Quintanilla Date
Senior Deputy City Attorney
MOUNTAIN VALLEY ENVIRONMENTAL
SERVICES, INC., a California corporation
By'rV-5.0-u by:
au jOWM
Name: Randy Johnson
Title: President
(if corporation or LLC, Board Chair,
President, or Vice President)
udcspnce r:
By:
_
Lora Johnson
Name:
Title: vice President/CFO
ATTEST: (If corporation or LLC., CFO,
TODD STERMER, CMC Treasurer, Secretary or Assistant
City Clerk Secretary)
FZ
ipned by:6/2/2023
By: ew
Depu Date
Addresses:
CITY:
City of Fresno
Attention: Aaron Aguirre
PARCS Director
1515 E. Divisadero Street
Fresno, CA 93721
Phone: (559) 621-7529
E-mail: Aaron.Aguirre@fresno.gov
CONSULTANT:
Mountain Valley Environmental Services
Attention: Randy Johnson
President
1050 Ben Hur Rd.
Raymond, CA 93653
Phone: (209) 742-2626
E-mail: admin@mvenvironmental.com
Attachments: Exhibit A — Price List
Exhibit B — Insurance Requirements
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EXHIBIT A
is
MOUNTAIN VALLEY
E N V 12l 14 k. E N 7 A L 5E RVIC ES IIIC
Water and Wastewater Services
• System Consulting
a System Contract Operations
• Contract Chief Plant Operator
Services
• System Troubleshooting
• Contract Certified Water and Wastewater
0 System Maintenance and Repairs
Operators
• System Disinfection Services
• Backflow Testing and Repairs
0 Cross Connection Control Surveys
• Electronic Annual Reports
+ Consumer Confidence Reports
• Chlorination Skids
Y Sampling and Analysis
• Sewer Line Cleaning
• Sewer Line Video Inspection
2023 Price List
Labor
Price/Hr.
Description
Price
Consulting Service Fee
$
120.00
Mileage (per mile)
$ 1.25
Service Labor- One Operator Grade
$
95.00
CDO Service (Basic) (Monthly)
$ 250.00
4
Service Labor- One Operator Grade
$
85.00
Electronic Annual Report (Minimum)
$ 150.00
3
Service Labor- One Operator Grade
$
75.00
Consumer Confidence Report
$ 350.00
2
(Minimum)
Service Labor- One Operator Grade
$
65.00
Cross -Connection Survey (Minimum)
$ 800.00
1
Maintenance Workers - Lead
$
85.00
Backflow Testing - 2" and smaller
$ 80.00
Maintenance Workers
$
65.00
Backflow Testing - 2 1/2"-4"
$ 90.00
Administrative
$
55.00
Backflow Testing - 6"
$ 100.00
Backhoe and Technician
$
150.00
Backflow Testing - 8" and larger
$ 125.00
Boom Truck and Technician
$
120.00
Analysis Description
Price
Analysis Description
Price
EPA 120.1 - EC
$
26.00
Total Coliform (Colilert P/A)
$ 35.00
EPA 150.1 - pH
$
26.00
Total Coliform + E. Coli (10 tube)
$ 45.50
EPA 160.1 -Total Dissolved Solids
$
32.50
Chlorine Residual
$ 26.00
EPA 200.8 - Total Recoverable
$
32.50
Trip Charge (under 50 miles)
$ 65.00
Arsenic
EPA 300.0 - Nitrate as N
$
32.50
Trip Charge (over 50 miles) (per
$ 1.25
mile)
EPA 310.1 -Total Alkalinity as
$
31.20
CaCO3
ALL PRICES ARE SUBJECT TO CHANGE WITH 90 DAYS
WRITTEN NOTICE
Mountain Valley Environmental Services, Inc.
1050 Ben Hur Rd
Raymond, CA 93653
Office: (209) 742-2626
admin@mvenvironmental.com
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EXHIBIT B
INSURANCE REQUIREMENTS
(a) Throughout the life of this Agreement, MVES shall pay for and maintain in full force and
effect all insurance as required herein with an insurance company(ies) either (i) admitted by the California
Insurance Commissioner to do business in the State of California and rated no less than "A-VII" in the
Best's Insurance Rating Guide, or (ii) as may be authorized in writing by CLIENT'S Risk Manager or
his/her designee at any time and in his/her sole discretion. The required policies of insurance as stated
herein shall maintain limits of liability of not less than those amounts stated therein. However, the
insurance limits available to CLIENT, its officers, officials, employees, agents and volunteers as additional
insureds, shall be the greater of the minimum limits specified therein or the full limit of any insurance
proceeds to the named insured.
(b) If at any time during the life of the Agreement or any extension, MVES or any of its
subcontractors fail to maintain any required insurance in full force and effect, all services and work under
this Agreement shall be discontinued immediately, and all payments due or that become due to MVES
shall be withheld until notice is received by CLIENT that the required insurance has been restored to full
force and effect and that the premiums therefore have been paid for a period satisfactory to CLIENT. Any
failure to maintain the required insurance shall be sufficient cause for CLIENT to terminate this
Agreement. No action taken by CLIENT pursuant to this section shall in any way relieve MVES of its
responsibilities under this Agreement. The phrase "fail to maintain any required insurance" shall include,
without limitation, notification received by CLIENT that an insurer has commenced proceedings, or has
had proceedings commenced against it, indicating that the insurer is insolvent.
(c) The fact that insurance is obtained by MVES shall not be deemed to release or diminish the
liability of MVES, including, without limitation, liability under the indemnity provisions of this Agreement.
The duty to indemnify CLIENT shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to
be provided by MVES. Approval or purchase of any insurance contracts or policies shall in no way relieve
from liability nor limit the liability of MVES, vendors, suppliers, invitees, contractors, sub -contractors,
subcontractors, or anyone employed directly or indirectly by any of them.
MINIMUM SCOPE OF INSURANCE
Coverage shall be at least as broad as:
1. The most current version of Insurance Services Office (ISO) Commercial General Liability
Coverage Form CG 00 01, providing liability coverage arising out of your business
operations. The Commercial General Liability policy shall be written on an occurrence form
and shall provide coverage for "bodily injury," "property damage" and "personal and
advertising injury" with coverage for premises and operations (including the use of owned
and non -owned equipment), products and completed operations, and contractual liability
(including, without limitation, indemnity obligations under the Agreement) with limits of
liability not less than those set forth under "Minimum Limits of Insurance."
2. The most current version of Commercial Auto Coverage Form CA 00 01, providing liability
coverage arising out of the ownership, maintenance or use of automobiles in the course of
your business operations. The Automobile Policy shall be written on an occurrence form
and shall provide coverage for all owned, hired, and non -owned automobiles or other
licensed vehicles (Code 1- Any Auto).
3. Workers' Compensation insurance as required by the State of California and Employer's
Liability Insurance.
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MINIMUM LIMITS OF INSURANCE
MVES, or any party the MVES subcontracts with, shall maintain limits of liability of not less than those set
forth below. However, insurance limits available to CLIENT, its officers, officials, employees, agents and
volunteers as additional insureds, shall be the greater of the minimum limits specified herein or the full
limit of any insurance proceeds available to the named insured:
COMMERCIAL GENERAL LIABILITY:
(i) $1,000,000 per occurrence for bodily injury and property damage;
(ii) $1,000,000 per occurrence for personal and advertising injury;
(iii) $2,000,000 aggregate for products and completed operations; and,
(iv) $2,000,000 general aggregate applying separately to the work performed under the
Agreement.
2. COMMERCIAL AUTOMOBILE LIABILITY:
$1,000,000 per accident for bodily injury and property damage.
3. WORKERS' COMPENSATION INSURANCE as required by the State of California with
statutory limits.
4. EMPLOYER'S LIABILITY:
(i) $1,000,000 each accident for bodily injury;
(ii) $1,000,000 disease each employee; and,
(iii) $1,000,000 disease policy limit.
UMBRELLA OR EXCESS INSURANCE
In the event MVES purchases an Umbrella or Excess insurance policy(ies) to meet the "Minimum Limits
of Insurance," this insurance policy(ies) shall "follow form" and afford no less coverage than the primary
insurance policy(ies). In addition, such Umbrella or Excess insurance policy(ies) shall also apply on a
primary and non-contributory basis for the benefit of the CLIENT, its officers, officials, employees, agents
and volunteers.
DEDUCTIBLES AND SELF -INSURED RETENTIONS
MVES shall be responsible for payment of any deductibles contained in any insurance policy(ies) required
herein and MVES shall also be responsible for payment of any self -insured retentions. Any deductibles
or self -insured retentions must be declared to on the Certificate of Insurance, and approved by, the
CLIENT'S Risk Manager or his/her designee. At the option of the CLIENT'S Risk Manager or his/her
designee, either:
(i) The insurer shall reduce or eliminate such deductibles or self -insured retentions as
respects CLIENT, its officers, officials, employees, agents and volunteers; or
(ii) MVES shall provide a financial guarantee, satisfactory to CLIENT'S Risk Manager
or his/her designee, guaranteeing payment of losses and related investigations,
claim administration and defense expenses. At no time shall CLIENT be responsible
for the payment of any deductibles or self -insured retentions.
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OTHER INSURANCE PROVISIONS/ENDORSEMENTS
The General Liability and Automobile Liability insurance policies are to contain, or be endorsed to contain,
the following provisions:
CLIENT, its officers, officials, employees, agents and volunteers are to be covered as
additional insureds. MVES shall establish additional insured status for the Client and for all
ongoing and completed operations by use of ISO Form CG 20 10 11 85 or both CG 20
10 04 13 and CG 20 37 04 13 or by an executed manuscript insurance company
endorsement providing additional insured status as broad as that contained in ISO Form
CG 20 10 11 85.
2. The coverage shall contain no special limitations on the scope of protection afforded to
CLIENT, its officers, officials, employees, agents and volunteers. Any available insurance
proceeds in excess of the specified minimum limits and coverage shall be available to the
Additional Insured.
3. For any claims relating to this Agreement, MVES'S insurance coverage shall be primary
insurance with respect to the CLIENT, its officers, officials, employees, agents and
volunteers. Any insurance or self-insurance maintained by the CLIENT, its officers, officials,
employees, agents and volunteers shall be excess of MVES'S insurance and shall not
contribute with it. MVES shall establish primary and non-contributory status by using ISO
Form CG 20 01 04 13 or by an executed manuscript insurance company endorsement that
provides primary and non-contributory status as broad as that contained in ISO Form CG
2001 0413.
The Workers' Compensation insurance policy is to contain, or be endorsed to contain, the following
provision: MVES and its insurer shall waive any right of subrogation against CLIENT, its officers, officials,
employees, agents and volunteers.
All policies of insurance required herein shall be endorsed to provide that the coverage shall not be
cancelled, non -renewed, reduced in coverage or in limits except after thirty (30) calendar days written
notice by certified mail, return receipt requested, has been given to CLIENT. MVES is also responsible
for providing written notice to the CLIENT under the same terms and conditions. Upon issuance by the
insurer, broker, or agent of a notice of cancellation, non -renewal, or reduction in coverage or in limits,
MVES shall furnish CLIENT with a new certificate and applicable endorsements for such policy(ies). In
the event any policy is due to expire during the work to be performed for CLIENT, MVES shall provide a
new certificate, and applicable endorsements, evidencing renewal of such policy not less than fifteen (15)
calendar days prior to the expiration date of the expiring policy.
Should any of the required policies provide that the defense costs are paid within the Limits of Liability,
thereby reducing the available limits by any defense costs, then the requirement for the Limits of Liability
of these polices will be twice the above stated limits.
The fact that insurance is obtained by MVES shall not be deemed to release or diminish the liability of
MVES, including, without limitation, liability under the indemnity provisions of this Agreement. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by MVES. Approval or
purchase of any insurance contracts or policies shall in no way relieve from liability nor limit the liability
of MVES, its principals, officers, agents, employees, persons under the supervision of MVES, vendors,
suppliers, invitees, consultants, sub -consultants, subcontractors, or anyone employed directly or
indirectly by any of them.
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VERIFICATION OF COVERAGE
MVES shall furnish CLIENT with all certificate(s) and applicable endorsements effecting coverage
required hereunder. All certificates and applicable endorsements are to be received and approved by
the CLIENT'S Risk Manager or his/her designee prior to CLIENT'S execution of the Agreement and
before work commences. All non -ISO endorsements amending policy coverage shall be executed by a
licensed and authorized agent or broker. Upon request of CLIENT, MVES shall immediately furnish Client
with a complete copy of any insurance policy required under this Agreement, including all endorsements,
with said copy certified by the underwriter to be a true and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
SUBCONTRACTORS - If MVES subcontracts any or all of the services to be performed under this
Agreement, MVES shall require, at the discretion of the CLIENT Risk Manager or designee,
subcontractor(s) to enter into a separate side agreement with the Client to provide required
indemnification and insurance protection. Any required side agreement(s) and associated insurance
documents for the subcontractor must be reviewed and preapproved by CLIENT Risk Manager or
designee. If no side agreement is required, MVES shall require and verify that subcontractors maintain
insurance meeting all the requirements stated herein and MVES shall ensure that CLIENT, its officers,
officials, employees, agents, and volunteers are additional insureds. The subcontractors' certificates and
endorsements shall be on file with MVES, and CLIENT, prior to commencement of any work by the
subcontractor.
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