No preview available
HomeMy WebLinkAboutC04-185 Ottertail Environmental, Inc. C v c~- / ~s'-,5 AGREEMENT BETWEEN EAGLE COUNTY AND OTTERTAIL ENVIRONMENTAL INC. FOR THE PROVISION OF WEST NILE VIRUS AND MOSQUITO SURVEILLANCE AND LARVAL CONTROL SERVICES This Agreement for the provision of West 'le Virus and Mosquito Surveillance and Larval Control Services dated this ~ day of , 2004, is between Eagle County, a body corporate and politic, by and throu its Board of County Commissioners ("County"), and OtterTail Environmental Inc., a Colorado corporation ("Contractor"). RF,('.iTAI.~ WHEREAS, the purpose/intent of this Agreement is to provide West Nile Virus ("WNV") and Mosquito Surveillance and Larval Control Services for selected Eagle County lands; and WHEREAS, the Contractor has submitted to County a Proposal for performing the work (further defined in Section 1 }and represented that it has the expertise and personnel necessary to properly and timely perform the work; and WHEREAS, Contractor and County intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the work and related terms and conditions to govern the relationship between the Contractor and County in connection with the work. NOW, THEREFORE, for good and valuable consideration, including the conditions set forth herein, the parties agree to the following: AGREEMENT 1. ScoQe of the Work: The work shall be comprised of the following services as described more specifically in the Contractor's proposal attached hereto as "Exhibit A" and incorporated by reference: Task 1: Larval Mosquito Habitat Mapping Task Z: Larval Surveillance and Control Task 3: Adult Mosquito Surveillance Excluding Control Task 4: Report Preparation 2. Contractor's Perforniance: Contractor shall be responsible for the completeness and accuracy of the work, supporting data and other documents or reports prepared or compiled in performance of the work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Contractor's work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the work in a skillful, professional, and competent manner and in accordance with the standards of care, skill, and diligence applicable to professional mosquito abatement companies, as the case may be with respect to similar work. 3. Time of Performance: Contractor shall commence the work within ten (10) business days after the date of this Agreement. All work, with the exception of the Final Report, shall be completed not later than October 31, 2004, unless approved by change order to this contract. The Final Report shall be completed and delivered to County by February 2S, 2005. 4. Compensation and Payment: In consideration of its performance of the scope of work, Contractor shall be paid monthly based on percent of completion by task and direct expenses at cost. The total not to exceed fee is $154,000. Payment shall be made in accordance with the following: a. Contractor shall bill to County upon execution of the contract 50% of the project cost or $77,000 for mobilization funding, said amount to be paid by Cotmty within 30 days of invoice. b. After this initial billing set forth in subsection (a), Contractor shall then submit to County monthly invoices of the time spent and expenses incurred during the previous calendar month, crediting the County until the $77,000 has been billed to the project. The professional fees and reimbursable expenses shall be due and payable within thirty (30) days after submittal by Contractor, together with submission of any required clarification and documentation. c. Contractor shall provide a monthly progress report to County that will include a cost summary showing status of the budget. d. The parties hereto recognize that the Scope of the Work may change. When Contractor believes that the Scope of the Work has been changed or that by reason of a decision of County it will be required to redo properly completed work, Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. Contractor shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the Scope of the Work has changed and accepts the statement of the maximum additional charges. e. Contractor shall maintain comprehensive, complete and accurate records and accounts of its performance relating to this Agreement for a period of three (3) years following final payment hereunder, which period shall be extended at County's reasonable request. County shall have the right within such period to inspect such books, records and documents upon demand, with reasonable notice and at a reasonable time, for the purpose of determining, in accordance with acceptable accounting and auditing standards, compliance with the requirements of this Agreement and the law. f. Additional services, if required beyond the Scope of the Work, shall be separately negotiated and agreed to in writing by both the County and Contractor prior to the Contractor performing the additional service. 2 5. Proiect Mana,~ement: Ed Fleming shall be designated as Contractor's Project Manager for the work. Ray Merry, Eagle County Director of Environmental Health, shall be County's Project Manager responsible for this Agreement. All correspondence between the parties hereto regarding this project shall be between and among the project managers. Either party may designate a different project manager by notice in writing. 6. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an Independent Contractor. No agent, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. 7. Ownership of Documents: All documents which are obtained during or prepared in the performance of the work are copyrighted and shall remain the property of the County, shall be so designated on the face of the document, and are to be delivered to County's Project Manager before final payment is made to Contractor or upon earlier termination of this Agreement. 8. Confidentiality: Contractor acknowledges that it may receive confidential information from County for use in connection with its performance of the work. Contractor further acknowledges that it may in the performance of the work develop information, including facts, data, and opinions, which are, or in County's judgment should be, confidential or limited in terms of dissemination. Contractor shall take all precautions necessary to maintain and protect the confidentiality of any such information and to ensure that it shall be used only for the purposes of the work. All facts, data, and opinions developed by Contractor in the course of its performance of the work shall be deemed to belong to County and no such facts, data, or opinions shall be disseminated to anyone for any purpose without County's express written consent. Upon completion of the work, Contractor shall return to County all material it supplied to Contractor in connection with the performance of the work. 9. No Assi nment: The parties to this Agreement recognize that the services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement, County is relying upon the personal services and reputation of Contractor. Therefore, Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. 10. Notices: Any notice and all written communications required under this Agreement shall be given by personal delivery, courier delivery, facsimile transmission together 3 any modification of; deletion from or addition to the Scope of the Work, except by a written document of equal formality executed by both parties hereto. c. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5`h Judicial District for the State of Colorado. d. This Agreement does not and shall not be deemed to confer upon or grant to any third party any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 12. Budaet/Appropriation: Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement, nor shall any payment be made to Contractor in respect of any period after any December 31 of each calendar year during the term of this Agreement, without an appropriation therefor by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget law (C.R.S. X29-1-101 et seq.}, and the TABOR Amendment (Constitution, Article X, Sec. 20}. GENERAL CONDITIONS 1. Contractor shall provide and pay for labor, materials, equipment, tools, utilities, permits, licenses, transportation, and other facilities and services necessary far proper execution and completion of the work. 2. Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the work, and the general and local conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve him from responsibility for successfully performing the work without additional expense to the County. County assumes no responsibility for understanding or representations concerning conditions made by and of its officers, employees or agents prior to the execution of this Agreement, unless such understanding or representations are expressly stated in the Agreement. 3. Contractor shall supervise and direct the work, using Contractor's best skill and attention. Contractor shall be solely responsible for coordinating all portions of the work. 4. Contractor, as soon as practicable, shall furnish in writing to the County the names of subcontractors and suppliers for each portion of the work. 5. No charge shall be made by Contractor for hindrances or delays from any cause whatever during the progress of any portion of the work, unless such hindrance or delay is caused in whole or in part by acts or omissions within the control of County. In any event, County may grant an extension of time for the completion of the work, provided it is satisfied that delays or hindrances were due to causes outside Contractor's control, e.g., weather, or to acts of omission or commission by the County, provided that such extensions of time shall in no instance exceed the time actually lost to Contractor by reason of such causes, and provided 5 further that Contractor shall have given County immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing of the cause of the detention or delay. 6. Contractor warrants to County that the work will conform to the requirements of the Agreement. 7. Contractor shall comply with and give notices required by all federal, state and local laws, statutes, ordinances, codes, rules and regulations applicable to the work. If the Contractor performs work knowing it to be contrary to laws, statutes, ordinances, codes, rules or regulations without notice to County, Contractor shall assume full responsibility for such work and shall bear the attributable costs. Contractor shall promptly notify County in writing of any conflicts between the specifications for the work and such governmental laws, rules and regulations. 8. Contractor's Insurance: Contractor shall purchase and maintain in a company or companies to which County has no reasonable objection such insurance as will protect Contractor and County from claims which may arise out of or result from Contractor's operations under the Agreement, whether such operations be by himself or by any subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable. The insurance required shall be written for not less than any limits of liability required by law or by those set forth below, whichever is greater. All such insurance shall be written by companies authorized to do insurance business in the State of Colorado. a. Workmen's Compensation including occupational disease, and Employer's Liability Insurance in amounts and coverage as required by the laws of Colorado. b. Comprehensive General Liability Insurance -Contractor shall maintain a Comprehensive General Liability Form of Insurance with bodily injury liability limits of $1,000,000 for any one (1) person in any one occurrence and $2,000,000 for two (2) or more persons in any one occurrence and with property damage liability limits of $1,000,000 in any one occurrence. c. Contractor shall maintain Professional Liability Insurance with minimum coverage limits of $1,000,000 per occurrence, $2,000,000 aggregate. Certificates of Insurance: Certificates of Insurance acceptable to the County shall be filed with the County prior to commencement of the work. These Certificates shall contain provisions naming the County as an additional insured under Contractor's Insurance for Comprehensive General Liability, and that coverage afforded under the policies will not be canceled until at least thirty days prior written notice has been given the County. Contractor and his subcontractors shall not permit any of his subcontractors to start work until all required insurance have been obtained and certificates with the proper endorsements have been filed with the County. Failure of the Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. 6 Subcontractors: Before permitting any of his subcontractors to perform any work under this contract, Contractor shall either (a) require each of his subcontractors to procure and maintain during the life of his subcontracts, insurance of the types and in the amounts as may be applicable to his work, which type and amounts shall be subject to the approval of the County, or (b) insure the activities of his subcontractors in his own policy. 9. To the fullest extent permitted by law, Contractor shall indemnify and hold harmless, the County, its Board of County Commissioners and the individual members thereof, its commissions, agencies, departments, officers, agents, employees or servants, and its successors (collectively, the "County Representatives") from any and all fines, demands, losses, liabilities, claims, damages and judgments, including reasonable attorney's fees, together with all costs and expenses arising out of and resulting from performance of the work thereto which may accrue against, be charged to, or be recoverable from the County, its Board of County Commissioners, and its individual members thereof, its commissions, agencies, departments, officers, agents, employees or servants and its successors, as a result of the willful or negligent acts, errors or omissions of Contractor, its employees or agents, in connection with Contractor's work, except to the extent such injury or damage results from the willful acts of the County or any of the County Representatives. The parties agree that this clause shall not waive the benefits or provisions of C.R.S. 24-10-114 or any similar provision of law. 10. After execution of the Agreement, changes in the work may be accomplished by Change Order or by order for a minor change in the work. County, without invalidating the Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions or other revisions. a. No Change Orders or other form of order or directive which requires additional compensable work to be performed may be issued or be effective unless accompanied by a written assurance to the Contractor that lawful appropriations to cover the costs of the additional work have been made. b. A Change Order shall be written order to the Contractor signed by County to change the work. c. County may also order minor changes in the work not involving changes in the Contract Price or the Contract Time. Such changes shall be written orders and shall be binding on the Contractor and County. Contractor shall carry out such written orders promptly. 11. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs, including all those required bylaw in connection with performance of the Agreement. 12. Contractor shall promptly correct work rejected by County as failing to conform to the requirements of the Agreement and Contractor shall bear the cost of correcting such rejected work. 13. County may terminate this Agreement, in whole or in part, for its convenience upon providing written notice, by delivery or by mail, to Contractor. Upon such termination, 7 County shall be liable only for work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts of the work which have not been satisfactorily completed, provided that, at its sole option, County may require that Contractor complete particular tasks or subtasks on a time and reimbursable expenses basis as provided in paragraph 4 hereof. Upon termination Contractor shall deliver to County all photographs, drawings, illustrations, text, data, reports, and other documents entirely or partially completed, together with all material supplied to Contractor by County. Payment will be due within thirty (30) days after Contractor has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. 14. In the event of any conflict between the provisions of these General Conditions and the Agreement, the terms of the Agreement, as the case may be, shall control. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: Teak J. Simonton, Clerk to the Board of County Commissioners COUNTY OF EAGLE, STATE OF w~.cf ~' ~ COLORADO, By and Through Its ~ ~'~c ~ BOARD OF COUNTY COMMISSIONERS . i~ !s ~ ~. i ~, J1 f ~ ~ J ~ tt_ ~~~ l~ ~ Cr;~*' '~ By. Tom .Stone, Chairman OTTERTAIL ENVIRONMENTAL INC. By: Ed Fleming, President STATE OF COLORADO County of ss The foregoing was acknowledged before me this ;,~Q day of , 2004 by Ed Fleming as President of OtterTail Environmental Inc. WITNESS my hand and official seal. M~ ~?;}}Scion expires ~ - ~ / ~~ ~~~~~ ~e~ ''9,,;., ~ NOTARY ~ ~~, %',,,.' /~ G a, PUBLlC Not Public qVV~~~ ,~`~. ` .. ~ ..av\~.ea. Environmental ~ May 26, 2004 Ray Merry Raymond P. Merry, REHS, Director Eagle County Environmental Health P.O. Box 179 Eagle, CO 81631 RE: Proposal to Conduct West Nile Virus and Mosquito Surveillance, including Larval Control Services For Selected Eagle County Lands Dear Mr. Merry, OtterTail is pleased to provide you with the following proposal to conduct WNV and Mosquito Surveillance and Larval Control Services for the selected Eagle County lands. This area would exclude areas that already provide mosquito abatement or contract for those services. We have reviewed the aerial photo coverage of the selected area you provided us. and the following sections provide our scope and estimated costs to perform these services. As you know, these are just recommendations and we can tailor our scope of work to whatever your desired level of effort and specific goals and objectives are. Scope of Work Based on our discussions of your objectives to conduct a comprehensive mosquito vector control program, we recommend the following tasks. Approximate cost estimates have been identified for each task as requested. Billing methodology is discussed in the Cost section. Task 1 -Larval Mosquito Habitat Mapping This task consists of mapping potential mosquito habitats within the entire project area. As discussed, the project area consists of county lands within the GiS delineated boundaries and outside of city boundaries identified on the GIS data provided to OtterTaii. In addition, a less intensive aerial photo mapping effort (office interpretation only) will be conducted within the city boundaries with the objective of providing the municipalities with a mapping starting point if they chose to conduct a larval control program. The first step in this task will be to prepare detailed 8.5 x 11 inch aerial photo sheets (section cards) of the project area using GIS. An alphanumeric index grid of the project area will also be prepared to allow easy reference of the section cards. Field crews wilt then use these aerial photo section cards to map potential mosquito breeding habitats. Mapping will be accomplished by drawing the boundaries on the aerial photos for subsequent digitizing of those boundaries to develop an electronic GIS layer. These sites will then be sequentially numbered per section card so that they can be tracked on larval data field forms and the GIS database. GIS Caunty services include aerial photo section card creation, GIS layer development and maintenance. map production for field maps/final report, and possible web site posting. We understand that GIS mapping of property owners within the project area would be provided by the county before the start of the field effort and that the county agrees to obtain access/permission to any properties to be mapped, used for surveillance, or control. Task 1 Approximate Cost: $51,480 1045 N. Ford Street, Golden CO 80403 Tel (303) 858-8350 Fax (303) 858-8567 info@OtterTail.us www.OtterTail.us -2- Task 2 -Larval Surveillance and Control The next task after mapping has been performed is checking those identified sites for larval mosquito species (larval surveillance). This consists of sampling the habitats with a handled cup (called a dipper) to catch mosquitoes if present. If mosquitoes are found, the mosquito species are identified using our portable laboratory (vehide with a dissecting microscope mounted to a bench). This allows us to determine if the target vector (Culex) species of mosquitoes are present in the habitat. Vector species are the ones that can transmit the West Nile Virus to humans and animals. By focusing the program on vector species instead of all mosquitoes, we are able to use less control products by treating a lower number and/or frequency of sites. This saves money by redudng the amount of product and reducing the amount of labor necessary for control application. It also protects the environment by applying fewer pesticides and provides an early warning system a week or two in advance of the adult traps that the vector species is present (because it takes that long for the mosquitoes to mature into the adult). Additional attention will be given to sites in dose proximity to areas more vulnerable to human WNV transmission or risk. This may include ball fields (due to dusk timing of the activities), elderly residential communities (due to their elevated risk), Eagle County fairgrounds, etc. If vector spades ate found, the site is immediately treated with a control product. The product used will depend on the situation. and may indude the bacteria Bti (Bacillus thwiengensis israe/ensis). the bacteria BS (Bacillus sphaencus), Altosid/Methoprene (a growth hormone regulator), or Agnique (a biodegradable surface oil). Factors that trigger which product is used will include such things as stage of larval development, desired length of residual time, difficulty in access. habitat type, etc. Larval sites will be surveyed every week to two weeks. This timing wi{I depend on several factors such as habitat water temperatures, monitoring results of larval development from the previous site visit, etc. This will be conducted from soon after contract award until approximately September 15, 2004. Due to the unknown number of habitats and those containing the vector species, the cost estimate was based on the aforementioned prioritized habitats and may need to be adjusted as additional habitats containing vector species are found. If habitats are required to be incorporated beyond the initial county-delineated program area. additional funding vin'll be necessary. A brief update via email to the county will be provided on a weekly basis to present the results of that week's larval surveillance. Task 2 Approximate Cost - $76,890 Task 3 -Adult Mosquito Surveillance F~ccluding Control This involves setting adult traps in representative harborage habitats throughout the project area, identification of the species, sorting vector spades, and submitting Culex species to the CDPHE for WNV testing. This will give the county the ability to have an early detection of possible Human WNV cases (since the larvae cannot be tested for WNV). initially 6 permanent traps with 4 being light traps 2 of them gravid traps, will be positioned in adult mosquito habitats to obtain representative mosquito population and species composition with the program area. Other portable or "floater" traps may be requested at additional costs (e.g., priority areas such as fairgrounds). Our scope assumes that WNV testing will be provided at no cost through CDPHE. OtterTail staff will drop off adult mosquito samples to the county for shipment to a designated regional state laboratory. Adult traps will be surveyed every week, from soon after contract award until approximately September 15, 2004 . We understand that our scope of work does not include an adulticiding program or any component of that program. It is anticipated that OtterTaii may be consulted for advice of where and when to spray adultidde. Although we can provide advice as part of our general services ~. -S- under this contract, our estimated cost does not include formal meetings or any detailed Eagle County Specific adulticiding program development. Determination of triggering mechanisms of when to spray and at what frequency and over what aerial extent, can tae a complex decision making process. We can provide you a standardized approachJrecommendation under this cantrac(, but an Eagle County specific program is outside the scope of the proposed services within this agreement. A brief ema~ update will be provided to the county at the same time as the larval update described above. Task 3 Approximate Cost: $19,500 Task 4 -Report Preparation A report presenting the results of OtterTail's 2004 program will be completed. This will consist of processing and analysis of the season's data, creation of tables, and preparation of a draft and final report of our findings and recommendations. We assume one draft will be prepared and commented on and that draft will be submitted as an electronic copy only. We assume five paper copies of final report will be produced. The report will be completed by February 28.2005. Task 4 Approximate Cost: $6,130 Total Cost OtterTail understands that the Eagle County Board of Commissioners is considering a supplemental budget request of $154,000 to implement the services identified within the above scope of work. I would also suggest a 2096 (530,800) contingency fund above that amount be allocated akmg with that request for a total appropriation of 5184,800. This will be necessary to allow for rapid response in the even of a WNV outbreak. Because there are many unknowns during this initial year of a mosquito control program, we will actively keep the county updated on the progress of our budget, and let the county know as soon as possible if there appears to be a need for a change in scope. The following list represents services that are not included within the above referenced scope of work. However, they are included below because they may deemed necessary at a later date. • Meetings beyond those assumed to be a standard part of the surveillance and larval control effort (e.g., public scoping meetings, presentations, etc.) • Changes in surveillance strategies • Expansion of the project area boundaries • Assistance with adulticide (spraying) effectiveness determinations by setting floater adult mosquito traps before and after spraying • Sett~g up of floater adult mosquito traps to determine if vector species are present for special events or areas (e.g., county fair, fourth of July, etc.) • Decision to have OtterTail provide control services and detailed mapping within municipality boundaries • Decision to conduct the WNV testing using OtterTail staff and purchase of Vec test kits or a RAMP instrument, to reduce the reliance on the state for crucial turnaround times. This may be a desired option due to our main office location in Golden near the state lab. • Complaint call hotline development and processing (staffed responses as calls and site visits) • Development of a No Spray List Billing OtterTail requests 50°'0 of the funds upfront ($77,000) for mobilization funding (kickoff meetings, project development, materials purchasing, etc.). Due to time considerations, we will start prior to obtaining the funds, but will bill to the county upon execution of the contract with the expectation of payment within 30 days. -4- After that point, Eagle County will be billed for services on a monthly basis, crediting the county until that 377,000 has been billed to the project. OtterTail will provide a progress report on a monthly basis that will indude a cost summary showing status of the budget. Note that the final report wiq not be completed until after the end of your fiscal year. We can bill upfront for that portion of the contract amount prior to December 31, 2004, or simply bill the final bill after the report is f~ized in 2005. If you have any questions, or require any additions) information, please contact me at 303-858- 8350 or efiemingQOtterTa~7.us. We are looking forward to assisting you and appreciate this opportunity to provide a proposal for the required services. Sincerely. Ed Fleming President