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HomeMy WebLinkAboutC05-175 OtterTail Environmental -0 175'-5'} AGREEMENT BETWEEN EAGLE COUNTY AND OTTERT AIL ENVIRONMENTAL INC. FOR THE PROVISION OF 2005 WEST NILE VIRUS AND MOSQUITO SURVEILLANCE AND LARV AL CONTROL SERVICES This Agreement for the provision of West Nile Virus and Mosquito Surveillance and Larval Control Services dated this I 7~day of /'1 ?~ ,2005, is between Eagle County, a body corporate and politic, by and through its oard of County CommlsslOners { ("County"), and OtterTail Environmental Inc., a Colorado corporation ("Contractor"). RECITALS WHEREAS, the purposelintent 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 ofthe 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. Scope ofthe 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 Surveillance and Control Task 2: Adult Mosquito Surveillance Excluding Control Task 3: Report Preparation 2. Contractor's Performance: Contractor shall be responsible for the completeness and accuracy of the work, supporting data and other documents or reports prepared or compiled in performance ofthe 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. 1 3. Time ofPerfonnance: Contractor shall commence the work within ten (10) business days after the date of this Agreement. All work, with the exception ofthe Final Report, shall be completed not later than September 5, 2005, unless approved by change order to this contract. The Final Report shall be completed and delivered to County by February 28, 2006. 4. Compensation and Payment: ill 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 $79,800. Payment shall be made in accordance with the following: a. Contractor shall bill to County upon execution of the contract 50% ofthe project cost or $39,900 for mobilization funding, said amount to be paid by County within 30 days of invoice. b. After this initial billing set forth in subsection (a), Contractor shall then submit to County three subsequent equal monthly invoices for the remaining $39,900 ($13,300 per month). The invoices 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 ofthree (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 ofthis Agreement and the law. f. Additional services, if required beyond the Scope ofthe Work, shall be separately negotiated and agreed to in writing by both the County and Contractor prior to the Contractor performing the additional service. 5. Project Management: 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 2 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 ofthe 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 ofthe work. 9. No Assignment: 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 ofthe 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 assigrunent, no assigrunent 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 with a "hard copy" by United States mail, or first class mail, to the appropriate party at the following addresses: 3 Contractor: OtterTail Environmental, Inc. 1045 North Ford Street Golden, CO 80403 Phone: 303-858-8350 Fax: 303-858-8567 Mobile: 303-517-9337 Email: efleming@OtterTai1.us County: Eagle County Environmental Health P.O. Box 179 500 Broadway Eagle, CO 81631 Phone: 970.328.8755 Fax: 970.328.8788 and Eagle County Attorney's Office P.O. Box 850 500 Broadway Eagle, CO 81631 Phone: 970.328.8685 Fax: 970.328.8699 Notice shall be deemed given on the first to occur of delivery, transmission by facsimile (if transmitted during customary business hours, or the following business day ifnot), or three calendar days after deposit in the mails, as applicable. 11. Miscellaneous: a. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, physical handicap, sexual orientation, age, political affiliation, or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. b. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by 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. 4 c. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to choice oflaw rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th 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. Bud get/ 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.RS. S29-1-101 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 for proper execution and completion ofthe 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 ofthe 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 further that Contractor shall have given County immediate (as determined by the circumstances, but not exceeding 48 hours) notice in writing ofthe cause of the detention or delay. 5 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 anyone (1) person in anyone occurrence and $2,000,000 for two (2) or more persons in anyone occurrence and with property damage liability limits of$l, 000, 000 in any one occurrence. 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 ofthe Contractor to comply with the foregoing insurance requirements shall in no way waive the County's rights hereunder. 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 ofthe types and in the amounts as may be applicable to his work, which type and amounts shall be subject to the approval ofthe County, or (b) insure the activities of his subcontractors in his own policy. 6 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 ofthe 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 ofthe County or any of the County Representatives. The parties agree that this clause shall not waive the benefits or provisions of C.RS. 24-10-114 or any similar provision of law. 10. After execution ofthe 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 ofthe 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 by law 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, County shall be liable only for work satisfactorily completed prior to the notice and for unavoidable expenses directly incurred for performance of those parts ofthe work which have not been satisfactorily completed, provided that, at its sole option, County may require that Contractor complete particular tasks or sub tasks 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 7 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. f IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLO By and Through Its ATTEST: BO C UNTY COMMISSIONERS By: " Am M. Menconi, Clerk to the Board of Chairman County Commissioners OTTERTAIL ENVIRONMENTAL INC. J By: STATE OF COLORADO ) ) ss County of c::+ ) 'M The foregoing was acknowledged before me this 11-- day of , 2005 by Ed Fleming as President of OtterTai1 Envirollll1ental Inc. WITNESS my hand and official seal. 'y()~ /5, (;1.oo~ . . ~f0.~ Nary ubhc --I' ~ U -;~~ ~~ 8 May 17, 2005 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 and Larval Control Services For Eagle County (reference as Exhibit A) Dear Mr. Merry, OtterTail is pleased to provide you with the following proposal to conduct WNV and Mosquito Surveillance and Larval Control Services for Eagle County lands. This area would exclude areas that already provide mosquito abatement or contract for those services. The following sections provide our scope and estimated costs to perform these services. Since we have conducted the services for you in 2004, we have not included our qualifications or a comprehensive proposal. If that is desired, just let us know and we will provide that information as well. Scope of Work Task 1 - Larval Surveillance and Control This task will consist of checking identified sites for larval mosquito species (larval surveillance). Additional attention will be given to sites in close 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 species are found, the site is immediately treated with a control product. The product used will depend on the situation, and may include the bacteria Bti (Bacillus thuriengensis israelensis), the bacteria BS (Bacillus sphaericus), 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 will 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 6,2005. A brief update via em ail to the county will be provided on a weekly basis to present the results of that week's larval surveillance. Task 2 - Adult Mosquito Surveillance This involves setting adult traps in representative harborage habitats throughout the project area, identification of the species, sorting vector species, 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 light 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). 1045 N. Ford Street, Golden CO 80403 Tel (303) 858-8350 . Fax (303) 858-8567 info@OtterTail.us www.OtterTail.us :2 - Our scope assumes that WNV testing will be provided at no cost through CDPHE. OtterTail staff will deliver the samples to the state. Adult traps will be surveyed every week, from soon after contract award until approximately September 5, 2005. A brief email update will be provided to the county at the same time as the larval update described above. Task 3 - Report Preparation A report presenting the results of the 2005 program will be completed. This will consist of processing and analysis of the season's data, creation of tables and graphics, and preparation of a draft and final report of our findings and recommendations. Total Cost Based on OtterTail's experience conducting the same project in 2004, we estimate that the project will cost $79,800. If you have any questions, or require any additional information, please contact me at 303-858- 8350 or efleming@OtterTail.us. We are looking forward to assisting you and appreciate this opportunity to provide a proposal for the required services. Sincerely, Ed Fleming President