HomeMy WebLinkAboutContracts & Agreements_215-2024AGREEMENT TO PERFORM NON-PROFESSIONAL SERVICES
FOR EQUIPMENT AND SUPPLIES
This agreement for the provision of Wastewater Treatment Plant's Secondary Clarifier
Rehabilitation Project ("Agreement") is made and entered in this 3rd day of December, 2024
("Effective Date"), by and between the City of Redlands, a municipal corporation ("City") and
Clean Infusion LLC, a California limited liability company ("Contractor"). City and Consultant
are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In
consideration of the mutual promises contained herein, City and Consultant agree as follows:
ARTICLE 1— ENGAGEMENT OF CONTRACTOR
1.1 City hereby engages Contractor to perform Wastewater Treatment Plant's Secondary
Clarifier Rehabilitation Project services for City (the "Services").
1.2 The Services shall be performed by Contractor in a professional manner, and Contractor
represents that it has the skill and the professional expertise necessary to provide the
Services to City at a level of competency presently maintained by other practicing
professional Contractors in the industry providing like and similar types of Services.
ARTICLE 2 — SERVICES OF CONTRACTOR
2.1 The Services that Contractor shall perform are more particularly described in Exhibit "A,"
titled "Scope of Services," which is attached hereto and incorporated herein by this
reference.
2.2 Contractor shall comply with applicable federal, state and local laws and regulations in the
performance of this agreement including, but not limited to, any applicable State prevailing
wage laws.
ARTICLE 3 — RESPONSIBILITIES OF CITY
3.1 City shall make available to Contractor information in its possession that may reasonably
assist Contractor in performing the Services.
3.2 City designates John R. Harris, Municipal Utilities and Engineering Department Director,
as City's representative with respect to performance of the Services, and such person shall
have the authority to transmit instructions, receive information, interpret and define City's
policies and decisions with respect to performance of the Services.
ARTICLE 4 — PERFORMANCE OF SERVICES
4.1 The Services shall commence immediately after the Effective Date of this Agreement.
Contractor shall perform and complete the Services in a prompt and diligent manner in
accordance with the schedule set forth in Exhibit "A," titled "Scope of Services," which is
attached hereto and incorporated herein by this reference.
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
4.2 Contractor shall complete the Services by June 5, 2025, unless the Services are earlier
terminated as permitted herein.
4.3 If Contractor's Services include deliverable electronic visual presentation materials, such
materials shall be delivered in a form, and made available to City, consistent with City
Council -adopted policy for the same. It shall be the obligation of Contractor to obtain a
copy of such policy from City staff.
ARTICLE 5 — PAYMENTS TO CONTRACTOR
5.1 Total compensation for Contractor's performance of the Services shall not exceed the
amount of Four Hundred Thirty Thousand Dollars ($430,000). City shall pay Contractor
on a time and materials basis up to the not to exceed amount in accordance with Exhibit
"B," titled "Cost Proposal," which is attached hereto and incorporated herein by this
reference.
5.2 Contractor shall submit monthly invoices to City describing the Services performed during
the preceding month. Contractor's invoices shall include a brief description of the Services
performed, the dates the Services were performed, the number of hours spent and by whom.
City shall pay Contractor no later than thirty (30) days after receipt and approval by City
of Contractor's invoice.
5.3 Any notice or other communication required, or which may be given, pursuant to this
Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date
of delivery in person; (ii) five (5) days after deposit in first class registered mail, with return
receipt requested; (iii) on the actual delivery date if deposited with an overnight courier; or
(iv) on the date sent by facsimile or electronic mail transmission (including PDF), if
confirmed with a copy sent contemporaneously by first class, certified, registered or
express mail; in each case properly posted and fully prepaid to the appropriate address set
forth below, or such other address as a Party may provide notice in accordance with this
section:
CITY CONTRACTOR
City Clerk
City of Redlands
35 Cajon Street
P.O. Box 3005 (mailing)
Redlands, CA 92373
jdonaldson@cityofredlands.org
Phone: (909) 798-7531
Warrick Wadman, Owner
Clean Infusion, LLC
1150 First Ave. Suite 511
King of Prussia, PA, 19406
wwadman@cleaninfusion.com
Phone: (347) 949-1313
ARTICLE 6 — INSURANCE AND INDEMNIFICATION
6.1 The following insurance coverage required by this Agreement shall be maintained by
Contractor for the duration of its performance of the Services. Contractor shall not perform
2
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
any Services unless and until the required insurance listed below is obtained by Contractor.
Contractor shall provide City with certificates of insurance and endorsements evidencing
such insurance prior to commencement of the Services. Insurance policies shall include a
provision prohibiting cancellation or modification of the policy except upon thirty (30)
days prior written notice to City.
A. Workers' Compensation and Employer's Liability insurance in the amount that meets
statutory requirements with an insurance carrier acceptable to City, or certification to
City that Contractor is self -insured or exempt from the workers' compensation laws of
the State of California. Contractor shall execute and provide City with Exhibit "C,"
titled "Workers' Compensation Insurance Certification," which is attached hereto and
incorporated herein by this reference, prior to performance of the Services.
B. Comprehensive General Liability insurance with carriers acceptable to City in the
minimum amount of One Million Dollars ($1,000,000) per occurrence and Two Million
Dollars ($2,000,000) aggregate, for public liability, property damage and personal
injury is required. City shall be named as an additional insured and such insurance shall
be primary and non-contributing to any insurance or self-insurance maintained by City.
C. Business Auto Liability coverage, with minimum limits of One Million Dollars
($1,000,000) per occurrence, combined single limit bodily injury liability and property
damage liability. This coverage shall include all Contractor owned vehicles used in
connection with Contractor's provision of the Services, hired and non -owned vehicles,
and employee non -ownership vehicles. City shall be named as an additional insured
and such insurance shall . be primary and non-contributing to any insurance or self-
insurance maintained by City.
6.2 Contractor shall defend, indemnify, and hold harmless City and, its elected and appointed
officials, employees and agents from and against any and all claims, losses and liability,
including attorneys' fees, arising from injury or death to persons or damage to property
occasioned by any negligent act or omission by, or the willful misconduct of, Contractor,
or its officers, employees and agents in performing the Services.
ARTICLE 7 — CONFLICTS OF INTEREST
7.1 Contractor covenants and represents that it does not have any investment or interest in any
real property that may be the subject of this Agreement or any other source of income,
interest in real property or investment that would be affected in any manner or degree by
the performance of Contractor's Services. Contractor further covenants and represents that
in the performance of its duties hereunder, no person having any such interest shall perform
any Services under this Agreement.
7.2 Contractor agrees it is not a designated employee within the meaning of the Political
Reform Act because Contractor:
A. Does not make a governmental decision whether to:
(i) approve a rate, rule or regulation, or adopt or enforce a City law;
3
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
(ii) issue, deny, suspend or revoke any City permit, license, application,
certification, approval, order or similar authorization or entitlement;
(iii) authorize City to enter into, modify or renew a contract;
(iv) grant City approval to a contract that requires City approval and to which
City is a party, or to the specifications for such a contract;
(v) grant City approval to a plan, design, report, study or similar item;
(vi) adopt, or grant City approval of, policies, standards or guidelines for City
or for any subdivision thereof.
B. Does not serve in a staff capacity with City and, in that capacity, participate in making
a governmental decision or otherwise perform the same or substantially the same duties
for City that would otherwise be performed by an individual holding a position
specified in City's Conflict of Interest Code under Government Code section 87302.
7.3 In the event City determines that Contractor must disclose its financial interests, Contractor
shall complete and file a Fair Political Practices Commission Form 700, Statement of
Economic Interests, with the City Clerk's office pursuant to the written instructions
provided by the City Clerk.
ARTICLE 8 — GENERAL CONSIDERATIONS
8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions
of this Agreement the prevailing Party shall, in addition to any costs and other relief, be
entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in-
house counsel by a Party.
8.2 Contractor shall not assign any of the Services, except with the prior written approval of
City and in strict compliance with the terms and conditions of this Agreement. Any
assignment or attempted assignment without such prior written consent may, in the sole
discretion of City, results in City's immediate termination of this Agreement.
8.3 Contractor is for all purposes under this Agreement an independent contractor and shall
perform the Services as an independent contractor. Neither City nor any of its agents shall
have control over the conduct of Contractor or Contractor's employees, except as herein
set forth. Contractor shall supply all necessary tools and instrumentalities required to
perform the Services. Assigned personnel employed by Contractor are for its account only,
and in no event shall Contractor or personnel retained by it be deemed to have been
employed by City or engaged by City for the account of, or on behalf of City. Contractor
shall have no authority, express or implied, to act on behalf of City in any capacity
whatsoever as an agent, nor shall Contractor have any authority, express or implied, to bind
City to any obligation.
8.4 This Agreement may be terminated by City, in its sole discretion, by providing not less
than ten (10) days prior written notice to Contractor of City's intent to terminate. If this
Agreement is terminated by City, an adjustment to Contractor's compensation shall be
made, but (1) no amount shall be allowed for anticipated profit or unperformed Services,
and (2) any payment due Contractor at the time of termination may be adjusted to the extent
4
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
of any additional costs to City occasioned by any default by Contractor. Upon receipt of a
termination notice, Contractor shall immediately discontinue its provision of the Services
and, within five (5) days of the date of the termination notice, deliver or otherwise make
available to City, copies (in both hard copy and electronic form, where applicable) of
project related data, drawings, specifications, reports, summaries and such other
information and materials as may have been accumulated by Contractor in performing the
Services. Contractor shall be compensated on a pro-rata basis for Services completed up to
the date of termination.
8.5 Contractor shall maintain books, ledgers, invoices, accounts and other records and
documents evidencing costs and expenses related to the Services for a period of three (3)
years, or for any longer period required by law, from the date of final payment to Contractor
pursuant to this Agreement. Such books shall be available at reasonable times for
examination by City at the office of Contractor.
8.6 This Agreement, including the Exhibits incorporated herein by reference, represents the
entire agreement and understanding between the Parties as to the matters contained herein,
and any prior negotiations, written proposals or verbal agreements relating to such matters
are superseded by this Agreement. Except as otherwise provided for herein, any
amendment to this Agreement shall be in writing, approved by City and signed by City and
Contractor.
8.7 This Agreement shall be governed by and construed in accordance with the laws of the
State of California, without regard to its conflicts of laws provisions. The Parties agree that
all actions or proceedings arising in connection with this Agreement shall be tried and
litigated only in the state courts located in San Bernardino County, California, and the
federal courts located in Riverside County, California.
8.8 If one or more of the sentences, clauses, paragraphs or sections contained in this Agreement
is declared invalid, void or unenforceable by a court of competent jurisdiction, the same
shall be deemed severable from the remainder of this Agreement and shall not affect,
impair or invalidate the remaining sentences, clauses, paragraphs or sections contained
herein, unless to do so would deprive a Party of a material benefit of its bargain under this
Agreement.
[Signatures on following page]
E
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
IN WITNESS WHEREOF, duly authorized representatives of City and Contractor have
signed in confirmation of this Agreement.
CITY OF REDL
By:
Eddie Tejeda, May
ATTEST:
e Donaldson, City Clerk
Co
CLEAN INFUSION LLC
Warrick Wadman, Owner
L•\cmo\Agreements\Clean Infusion LLC Agreement (wWTP Secondary Clarifier Project) FY24-0067.docx-ms
EXHIBIT "A"
SCOPE OF SERVICES
For the purposes of this Exhibit "A", Clean Infusion, LLC is referred to as the "Contractor."
Wastewater Treatment Plant's Secondary Clarifier Rehabilitation Project (Project):
Secondary Clarifier No. 1 is currently out of service, cleaned, and drained, with all mechanical
components still in place. The Project includes rehabilitating and repairing specific mechanical
systems and components within the existing 80-ft diameter, partially submerged concrete
secondary clarifier at the city's WWTP. The existing clarifier is an Eimco/Ovivo Clarifier Type
C2D; Serial No. 22021-03-A. The Contractor will be responsible for furnishing all materials,
labor, equipment, and tools for the entire Project. The Project will consist of replacing the
clarifier drive unit with a new Ovivo C30HT drive with a 3/4 hp gear motor. This drive must
include the drive torque control unit and the motor drive package. Other mechanical components
that will be replaced or rehabilitated with in -kind components per the manufacturer's
recommendations include the skimmer, skimmer arm, skimmer support, scum skimming device,
mastic sealer, sludge collection drum with adjustable gate control boxes, eight (8) 6-inch PVC
type II draw -off pipes (four (4) per arm) with elbows, collection arm, adjustable squeegee,
skimming device counterbalance. Note: The city intends to reuse the existing anchors as part of
this Project. This reuse and the replacement/rehabilitation of the in -kind components will
eliminate the need for seismic calculations.
Drive and Clarifier Components:
The drive unit must be coated with a high-performance protective coating to resist abrasion and
withstand wet conditions, corrosive fumes, chemical contact, and weathering. The coating should
meet or exceed industry standards (i.e., NACE No. 3/SSPC-SP6) for surface preparation and use
an epoxy or polyurethane -based coating with a minimum dry film thickness of 8-10 mils or as
specified by the manufacturer for maximum durability. The drive must have torque overload
protection control with a visual indicator and sounding alarm. The drive must rotate
counterclockwise at 0.30 RPM to match the existing drive speed, rated up to 30,000 ft-lb torque,
with real-time torque value display. Electrical work for the Project is minimal, as the existing
control panel will be reused. The Contractor is responsible for ensuring proper integration with
the new equipment while utilizing the existing electrical infrastructure.
The new drive assembly unit must be uniformly supported and as level as possible to prevent
uneven loading on the main drive housing and bearing, essential to avoid distortion, which can
lead to bearing failure and housing breakage. The Contractor will be responsible for the proper
placement of the unit and for the lubrication of the drive unit according to the manufacturer's
recommendations. Any damage occurring is the Contractor's responsibility for repair or
replacement of the entire unit. Contractor must coordinate with the manufacturer to verify the
proper installation of the clarifier drive and components. Drive lubrication must be performed
following the manufacturer's instructions. The Contractor is responsible for the proper storage of
the equipment before and during Project activities. One (1) visit from the manufacturer is
required for the startup/checkout of the drive assembly and components to ensure proper
operation and to provide training for city personnel.
7
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
The Contractor is to make all necessary adjustments or corrections to the work required by the
manufacturer representative/inspector. If the manufacturer is required to re -visit the Project site
due to adjustments/corrections, Contractor shall be responsible for those additional costs. When
sandblasting, the drive must be fully covered or sealed off to protect against sand and dust.
Failure to follow the manufacturer's installation, storage, and operational guidelines will void the
warranty, and any resulting issues will be at Contractor's expense. The city will provide and be
responsible for proper roll -off bins for the disposal and removal of all old equipment. All new
clarifier components (listed in the description section of the Fee/Cost Proposal) must be installed
with the correct elevations and proper alignment of equipment per the design of the clarifier.
Once the Project is complete, the Contractor is required to operate the clarifier for a minimum of
8 hours, observe the rotation and clearance of the arms, and check for contact with the tank
bottom. The Contractor is to conduct a thorough inspection of the clarifier and recommend any
additional repairs or parts not listed in the scope of services. If additional work is necessary, the
Contractor must submit a recommendation to the city. If feasible, the city will provide further
direction. No work outside the scope of services is to be performed without city approval.
Onsite Blasting & Painting Services:
The Contractor shall provide all necessary equipment, materials, and labor for the onsite blasting
and painting of the secondary clarifier. This includes the clarifier walkway and all underwater
steel.
Surface Preparation:
Surface preparation shall be in accordance with SSPC-SP10 (Near -White Metal Blast Cleaning)
standards. All rust, mill scale, old paint, and contaminants shall be removed to achieve a clean,
roughened surface. Compressed air used for blasting must be clean and dry, and the surface shall
be free of oil, grease, and moisture before painting.
Painting Requirements:
A minimum of two coats of high-performance epoxy paint suitable for wastewater environments
must be applied. The first coat shall be epoxy primer with a dry film thickness (DFT) of 4-6 mils.
The second coat shall be epoxy topcoat, designed for chemical resistance, with a DFT of 5-8
mils. Paint type: Sherwin-Williams Macropoxy 646 or equivalent, approved by the City's Project
Manager.
Environmental Conditions:
All surface preparation and painting must be done under proper environmental conditions,
including minimum and maximum temperature and humidity levels, as per the manufacturer's
recommendations.
Professional Labor Services:
Professional labor services include the removal of the existing bridge, drive, and other clarifier
components to be replaced, and the installation of the new complete drive unit and clarifier
components as listed in the clarifier drive and components description of the Fee/Cost Proposal.
The Contractor is to supply all equipment necessary to complete the Project (i.e., crane, rigging
equipment, and associated equipment). The Contractor is responsible for all documentation,
safety protocols, and procedures related to confined space entry, ensuring compliance with
N
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
applicable regulations and standards. The Project is to be completed in one (1) mobilization and
one (1) demobilization of equipment and personnel.
The Contractor is responsible for ensuring appropriate staffing throughout the Project and for
paying prevailing wages following applicable regulations. All freight and delivery of equipment
are to be included in the bid. The Contractor is responsible for providing detailed submittals for
all new equipment, including the clarifier drive unit, motor, and control system. Submittals must
include specifications for surface preparation, coatings, electrical wiring, alignment tolerances,
and installation procedures. Additionally, the Contractor must submit operation and maintenance
manuals, safety plans, startup and commissioning procedures, and final as -built drawings. All
work must adhere to manufacturer guidelines, and testing and certification documentation must
be provided upon completion. Note* Documentation of warranty terms for the clarifier
components, including the drive unit, motor, and other mechanical parts, with a minimum two-
year warranty requirement.
Project Conditions:
Workdays/Hours: Monday through Friday, from 6:30 a.m. to 3:30 p.m.
All recognized government holidays will be observed, and no work should be coordinated unless
arranged with City staff.
Staging Area: To be determined and coordinated with City staff. The city is not responsible for
theft or damage to equipment and materials left overnight.
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
EXHIBIT "B"
COST PROPOSAL
LINE
ITEM
SECTION
DESCRIPTION
PRICE
NO.
Ovivo C30HT drive unit, drive torque control unit, and motor
drive package (with all required lubricants per spec).
Sludge collection drum with adjustable gate control boxes (with
all necessary seals).
CLARIFIER
Eight (8) 6-inch PVC Type II draw -off -off pipes (four (4) per
1
DRIVE &
arm) with elbows and fittings.
$256,518.00
COMPONENTS
Full radius scum skimming arm with supports, blade arm, 4'
skimming assembly, skimmer blade, counterbalance
Adjustable squeegee mechanism (rake arm)
Mastic sealer between the weirs and mounting interface (80' D)
2
PROFESSIONAL
LABOR
pricing for labor to remove existing equipment and replace it
$71,259.00
SERVICES
with the new parts described above.
ONSITE
Pricing for all necessary equipment, materials, and labor for
3
BLASTING &
onsite blasting and painting of the clarifier walkway, scum box,
PAINTING
SERVICES
and underwater steel as described in the details scope.
$63,671.00
4
CONTINGENCY
Contingency fund allocated by the City for unforeseen project
conditions.
$38,552.00
TOTAL SUM BID (IN DIGITS)
$430,000.00
TOTAL PRICE (WRITTEN IN WORDS): FOUR HUNDRED THIRTY THOUSAND
DOLLARS
10
L\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms
EXHIBIT "C"
WORKERS' COMPENSATION INSURANCE CERTIFICATION
Every employer, except the State, shall secure the payment of compensation in one or more of the
following ways:
(a) By being insured against liability to pay compensation by one or more insurers duly
authorized to write compensation insurance in this State.
(b) By securing from the Director of Industrial Relations, a certificate of consent to
self -insure, either as an individual employer, or as one employer in a group of
employers, which may be given upon furnishing proof satisfactory to the Director
of Industrial Relations of ability to self -insure and to pay any compensation that
may become due to his or her employees.
C.HF.C.K ()NF.
X I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for Workers' Compensation or to undertake self-insurance
in accordance with the provisions of that Code, and I will comply with such provisions before
commencing the performance of the work and activities required or permitted under this
Agreement. (Labor Code §1861).
X I affirm that at all times, in performing the work and activities required or permitted under
this Agreement, I shall not employ any person in any manner such that I become subject to the
workers' compensation laws of California. However, at any time, if I employ any person such that
I become subject to the workers' compensation laws of California, immediately I shall provide the
City with a certificate of consent to self -insure, or a certification of workers' compensation
insurance.
I certify under penalty of perjury under the laws of the State of California that the information and
representations made in this certificate are true and correct.
CLEAN INFUSION LLC
By: 6&)a4-� 6L)
Warrick Wadman, Owner
II
Date:
11/19/2024
I:\cmo\Agreements\Clean Infusion LLC Agreement (WWTP Secondary Clarifier Project) FY24-0067.docx-ms