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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. Page 1 Uuuu,JIIJII CI IVCIVFIC IL). UMO II • 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 Page 2 of 12 L-wuU01 II CI IVCIUF1ti IL). Lima IL/Jr Li-OUL %-,-4LVG-OHO.7-yLOVGUr/ l4Ml� 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 Page 3 of 12 UUI:Uol II CI IVCupt. IU. UHO IUUr U'ODUI,-4LUC-DPID.7-yLOV4Ur/ I'FF11r 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 Page 4 of 12 UUI.UJly:I CI IVCIUFIC IV. LJMOIVJr V-OU VI'-4LV C-p/-��.7-�LOVLUrI /YMIJ 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 Page 5 of 12 L-)UL;U01Y II CIIVCIuytC IU. LIMO IUUr V'ODU V'4L VC-DMD5-7000GUI % f4Ml, 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] Page 6 of 12 VVI.UJiyii r_iivwupu IU. umo ILiu rU-OL/L11�-`-FGL/C-�MD.7-�000GUr/ /4M1� 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 Page 7 of 12 LJuuuojyil CI IVCIupt: IV. LJMo IUJf"U-OLJ LJI�Y-FGLJ C-C7M��-�L000Vr! /4!'11.. 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 Page 8 of 12 VVl.U,DlylI CI 1vt1lu z IL). Ur10 I Liu V-O UL %,-'iL U C-Dmo J-V4 O L/GV r I /'+Mu 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. Page 9 of 12 LjuuuoiyiI CI ivC,iu tzC iu. LJF10I V:1rU-OLJ VI, "-FLLJ G-OM�.7-yLO VGUI-/ /YMIJ 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. Page 10 of 12 VVI:Uojyii CI IVCIUF t: IU. UMo IU:1r L/-OVUI�'4GU C-oMD7-�LOUGVr/ /4M1, 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. Page 11 of 12 L uuuol II CI Ivt IlupC ILI. UHO I IJJrL/-OL)Ul,-VLL/C-OHDy'.'7GOL/4Or / /4Fil� 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. Page 12 of 12