Professional Services Agreement - Page 1 of 7
Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF RIPON AND
STANTEC CONSULTING SERVICES, INC.
This Agreement for Professional Services (“Agreement”) is entered into on November 10, 2025 (the “Effective Date”) between the City of Ripon, a California municipal corporation (“City”) and Stantec Consulting Services, Inc. (“Consultant”), (together sometimes referred to as the “Parties”).
Section 1. SERVICES. In accordance with the terms and conditions set forth in this Agreement, Consultant agrees to perform all services described in the Consultant’s Scope of Services attached hereto as Exhibit A. In the event of a conflict in or inconsistency between the terms of this Agreement and said scope of services, this Agreement shall prevail.
1.1 Term of Services. This Agreement shall begin upon signature by all Parties and shall end when Consultant completes the work described in said scope of work, or no later than two (2) years from the date this Agreement was signed by City, whichever is longer, unless the term of the Agreement is otherwise terminated or modified, as provided for herein.
1.2 Standard of Performance. Consultant shall diligently perform all services required in connection with this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged in the geographical area in which Consultant practices its profession.
1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services in connection with this Agreement.
1.4 Termination. City may cancel this Agreement at any time and without cause upon thirty (30) days’ prior written notification to Consultant. In the event of termination, Consultant shall be entitled to compensation for services satisfactorily completed as of the date that written notice of termination is received by consultant; City, however, may condition payment of such compensation upon Consultant delivering to City documents and records identified in Section 8.1 of this Agreement.
Section 2. COMPENSATION.
City hereby agrees to pay Consultant an amount NOT TO EXCEED Fifty Two Thousand Sixty Nine Dollars ($52,069) for all work described within the Cost Proposal set forth in Exhibit A and made a part of this Agreement.
2.1 Invoices. Consultant shall submit invoices as necessary during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date.
2.2 Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred.
2.3 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.
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Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
Section 3. INSURANCE REQUIREMENTS. Before beginning any work under this Agreement, Consultant, at its own cost and expense, shall procure the types and amounts of insurance listed below for the period covered by the Agreement. (Rev 3/18)
3.1 General Liability. Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability.
Consultant’s general liability policies shall be primary and non-contributory, and be endorsed using Insurance Services Office form CG 20 10 (or equivalent) to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction contracts, an endorsement providing completed operations to the additional insured, ISO form CG 20 37, is also required.
3.2 Workers’ Compensation. Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000). Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.
3.3 Auto Liability. Consultant shall provide auto liability coverage for owned, nonowned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than one million dollars ($1,000,000) per accident. If Consultant owns no vehicles, this requirement may be met through a nonowned auto endorsement to the CGL policy.
3.4 Professional Liability. Consultant shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement.
3.5 All Policies Requirements.
3.5.1 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall, at the sole option of the City, provide City with (1) certified Certification of Insurance that demonstrates compliance with all applicable insurance provisions contained herein or (2) certified policy endorsements to the general liability policy adding the City of Ripon as an Additional Insured and declaring such insurance primary in regard to work performed pursuant to this Agreement.
3.5.2 Notice of Reduction in or Cancellation of Coverage. A copy of the cancellation provisions must be attached to all insurance obtained in accordance with this Agreement.
Professional Services Agreement - Page 3 of 7
Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
Section 4. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES. (Rev 3/18)
4.1 Indemnity for Professional Liability: When the law establishes a professional standard of care for Consultant’s Services, to the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City and any and all of its officials, and employees from and against any and all losses, liabilities, damages, costs, and expenses, including reasonable legal counsel’s fees and costs but only to the extent the Consultant (and its Subconsultants), are responsible for such damages, liabilities and costs on a comparative basis of fault between the Consultant (and its Subconsultants) and the City in the performance of professional services under this agreement.
4.2 Indemnity for Other Than Professional Liability: Other than in the performance of professional services and to the full extent permitted by law, Consultant shall indemnify, defend and hold harmless City, and any and all of its employees, and officials from and against any liability (including liability for actions, arbitration proceedings, administrative proceedings, regulatory proceedings, losses, expenses or costs, including reasonable legal counsel’s fees and costs, court costs, interest, and expert witness fees), where the same arise out of, are a consequence of, or are in any way attributable to, the negligent performance of this Agreement by Consultant or by any individual or City for which Consultant is legally liable, including, but not limited to officers, agents, employees, or subcontractors of Consultant.
Section 5. STATUS OF CONSULTANT.
5.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent Contractor and shall not be an employee of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent.
Section 6. LEGAL REQUIREMENTS.
6.1 Governing Law. The laws of the State of California shall govern this Agreement.
6.2 Compliance with Applicable Laws. Consultant and any sub-Consultants shall comply with all laws applicable to the performance of the work in connection with this Agreement.
6.3 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any sub-Consultants have all licenses, permits, qualifications, and approvals of whatsoever nature, that are legally required to practice their respective professions
6.4 Nondiscrimination and Equal Opportunity. In compliance with federal, state and local laws, Consultant shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, sub-Consultant, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement.
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Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
6.5 Work Requiring Payment of Prevailing Wages. In accordance with California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which these services are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code shall be paid to all workers engaged in performing the services under this Agreement.
Section 7. MODIFICATION.
7.1 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.
7.2 Assignment and Subcontracting. Consultant may not assign this Agreement or any interest therein without the prior written approval of the City. Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the sub-Consultants noted in the proposal, without prior written approval of the City.
7.3 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.
7.4 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but not be limited to, the following:
7.4.1 Immediately terminate the Agreement;
7.4.2 Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant in accordance with this Agreement;
7.4.3 Retain a different Consultant to complete the work described in said scope of work not finished by Consultant; or
7.4.4 Charge Consultant for City's excess cost of completion of the unfinished work described in Exhibit A, if any. City's excess costs shall be reimbursed by Consultant where City's reasonable cost of completion paid to another qualified new consultant exceeds the amount City would have paid to Consultant pursuant to Section 2 absent the material breach; provided, however that any such excess cost reimbursement shall not exceed 25% of Consultant's quoted price for any unfinished task. Thus, by way of example, if following a material breach by Consultant a specific task which is budgeted at $10,000 has not commenced or adequately completed, and City must retain another new qualified consultant to complete that specific task, Consultant would be responsible to reimburse City in the amount of up to $2,500 (25% of the Consultant’s $10,000 quoted price for the subject task). By way of further example if the Consultant’s cost of completion of that specific task is $14,000, Consultant would be responsible to reimburse City in the amount of up to $3,500 (25% of the Consultant’s $14,000 quoted price for the subject task) Professional Services Agreement - Page 5 of 7
Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
Section 8. KEEPING AND STATUS OF RECORDS.
8.1 Records Created as Part of Consultant’s Performance. Upon full payment of all monies owed to the Consultant under this Agreement, all reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, (hereinafter “Work Product”) that Consultant prepares or obtains in accordance with this Agreement and that relate to the matters covered under the terms of this Agreement shall be the property of the City. This clause does not include instruments of service.
8.2 Consultant’s Books and Records. Consultant shall maintain any and all records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.
8.3 Confidential Information and Disclosure. During the term of this Agreement, either party (the "Disclosing Party") may disclose confidential, proprietary or trade secret information (the "Information"), to the other party (the "Receiving Party"). The Receiving Party shall hold the Disclosing Party's Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Consultant understands that the City is a public entity and is subject to the laws that may compel it to disclose information about Consultant’s business. The restrictions on the use and disclosure of the confidential information shall not apply to information which (a) was known to the Consultant before receipt of same from the City; or (b) becomes publicly known other than through the Consultant; or (c) is disclosed pursuant to the requirements of a governmental authority or judicial order, but only to the extent required to comply with the said requirements of the government authority or judicial order.
Section 9 MISCELLANEOUS PROVISIONS.
9.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
9.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of San Joaquin or in the United States District Court for the Eastern District of California.
9.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect.
9.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.
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Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
9.5 Contract Administration. This Agreement shall be administered by Kevin Werner, who shall act as the City’s representative. All correspondence shall be directed to or through the representative.
9.6 Notices.
Any written notice to Consultant shall be sent to:
Thomas Butler, PG, CHG, CEG
Senior Hydrogeologist/Geochemist
Stantec Consulting Services, Inc.
1340 Treat Boulevard, Suite 525
Walnut Creek, CA 94597-7984
Any written notice to the City shall be sent to:
Mr. Kevin Werner, PE
City Administrator/City Engineer
City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
9.7 Integration; Incorporation. This Agreement, including all the exhibits attached hereto, represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral. All Exhibits attached hereto are incorporated by reference herein.
9.8 Alternative Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, City and Consultant agree to resolve the dispute in accordance with the following:
Each party will designate a senior management or executive level representative to negotiate the dispute. Through good faith negotiations, the representatives will attempt to resolve the dispute by any means within their authority. If dispute remains unresolved after fifteen (15) days of good faith negotiations, the Parties shall attempt to resolve the disagreement by mediation through a disinterested third person as mediator selected by both Parties. Mediation will begin within thirty (30) days of the selection of this disinterested third party, and will end fifteen (15) days after commencement. The Parties shall equally bear the costs of any third party in any alternative dispute resolution process.
The alternative dispute resolution process is a material condition to this Agreement and must be exhausted as an administrative remedy prior to either party initiating legal action. This alternative dispute resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code Section 900, et. seq.
9.9 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement.
Neither the City nor the Consultant shall be liable to the other or shall make any claim Professional Services Agreement - Page 7 of 7
Well 19 Water Quality Investigation
Stantec Consulting Services, Inc.
for any incidental, indirect or consequential damages arising out of or connected to this Agreement or the performance of the services on this Project.
The Parties have executed this Agreement as of the date signed by the City.
CITY OF RIPON CONSULTANT
Daniel de Graaf, Mayor Thomas Butler, PG, CHG, CEG
Senior Hydrogeologist/Geochemist
Attest:
Lisa Roos, City Clerk
Approved as to Form:
Thomas H. Terpstra Jr., City Attorney
Stantec Consulting Services Inc.
2999 Oak Road, Suite 800
Walnut Creek CA 94597-2054
October 13, 2025
James Pease, Director of Public Works
City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
Dear Mr. Pease,
Reference: Well 19 Water Quality Investigation
Project Understanding
Thank you for contacting Stantec regarding the recent water quality concerns at municipal well number 19 (Well 19), where nitrate concentrations have been rapidly increasing, particularly during increased pumping that occurred during the first half of 2025. During this period, nitrate concentrations increased from a low of
4.3 in February to a high of 8.3 mg/l in July, approaching the primary maximum contaminant level of 10 mg/l as N. The well was subsequently taken offline in August and has not been put back into service. Nitrate has historically been a water quality concern for the City due to the relatively shallow nature of the City’s production wells and known nitrate contamination in immediate area. In addition to nitrate, hexavalent chromium has also been detected at concentrations above its primary MCL of 0.01 mg/l, however, to date, has remained below the MCL as an annual average.
Well 19 was constructed out of 18-inch diameter stainless steel and to a depth of 362 feet below ground surface (bgs), with well screen intervals from 237 to 247, 269 to 308, and 339 to 358 ft. bgs. The well has a gravel pack that extends from the bottom of the borehole up to a depth of 210 ft, with the sanitary seal extending for the remainder of the boring to land surface. An intermediate seal was also constructed in the gravel pack and between the uppermost and middle screens, consisting of two feet of bentonite between 254 to 256 ft. bgs. Two 4-inch diameter PVC monitoring wells were also constructed near the production well with respective screens between 235 to 245 and 345 to 355 ft. bgs. These wells correspond to the shallowest and deepest screen intervals of Well 19.
On October 2, 2025 the City surveyed the top of casing and measured the depth to water in the two monitoring wells and Well 19. The depth to water was converted to the groundwater surface elevations of
46.20 ft. at MW-19a (shallow – 235 to 245 ft.), 47.60 ft. at MW-19b (deep – 345 to 355 ft.), and 49.10 ft. at the Well 19 (production well). These data indicate that when the production well is not pumping, lower nitrate water is moving up from deeper water bearing units (higher water surface elevation) and invading into the shallow zone (lower water surface elevation), explaining why the lowest concentrations of nitrate are observed immediately following the winter/spring, when the well is historically not operating. (;+,%,7$
October 13, 2025
Reference: Well 19 Water Quality Investigation
Conversely, when the well is operated for an extended period of time, the “plume” of deeper water is evacuated from the shallower zone and nitrate concentrations begin to increase. This provides preliminary evidence that the upper most screen is the source of the highest concentration of nitrate to the well and thus eliminating this screen may result in better water quality. Accordingly, this proposal has been developed to assess water quality in Well 19 and confirm if certain screen intervals in the production well are contributing disproportional levels of nitrate and/or hexavalent chromium to the well and if well modification may result in better water quality (for both constituents) and ideally avoid the need for costly treatment.
Task 1: Sampling of the Monitoring Wells and Well 19 (Total Fee: $9,310) This task involves having our subcontractor purging and sampling the two 4-inch diameter monitoring wells and collecting a sample from Well 19. Each of the monitoring wells will be purged for a minimum of 3 well volumes with field logs collected for depth to water, pH, electrical conductivity, and temperature after each volume has been removed. We recommend prior to sampling that the City purge the production well a minimum of 24 hours immediately and in advance of the sampling. The samples will be analyzed for nitrate, total and dissolved arsenic, chromium, and hexavalent chromium. Additionally, the samples will be assessed for general mineral chemistry including major cations (calcium, magnesium, sodium, and potassium), major anions (chloride, sulfate, alkalinity series), and the common metals iron and manganese). Stantec will be on-site during monitoring activities and provide a technical memorandum summarizing the findings and significance of the results. The fee for this task of $9,310 includes FGL Environmental cost for purging and sampling the monitoring wells of $3,710, including Stantec’s 10% markup on subcontractors.
Deliverable: Sampling technical memorandum and recommendations Task 2: Vertical Profile of Well 19 (Total Fee: $42,759) Based on the findings of Task 1, a well profiling program will be developed for Well 19. A critical component of producing good data is to adequately purge Well 19 prior to conducting the survey, particularly since the well has been largely sitting idle for an extended period. Included in this program is an assessment of available data and estimate how long Well 19 may need to be purged to properly evacuate all three screen intervals of invaded water, necessary to collect representative samples. In doing so, it may be necessary for Stantec to develop a monitoring schedule and have the City collect field measurements of nitrate during purging, prior to having the well profiled by the subcontractor. Once the well has been purged, Stantec and BESST Inc will conduct a vertical flow and water quality profile of the well.
Stantec has included the subcontracted laboratory ($2,328) for the same suite of parameters as identified in Task 1 and BESST Inc. ($28,375) fee as part of this proposal, including Stantec’s 10% fee on subcontractors.
Deliverable: Well 19 Profiling Report
Stantec will prepare a technical memorandum documenting the findings of vertical well production and water quality profile. The technical memorandum will also present options for well modification and estimates of cost.
October 13, 2025
Reference: Well 19 Water Quality Investigation
Stantec proposes conducting the work described above on a time and materials basis and for a total fee not to exceed $52,069. Attached to this proposal is Stantec’s standard terms and conditions for review. If the proposed scope and fee are acceptable, please countersign this proposal for authorization. If you have any questions, please do not hesitate to contact me at 925.699.8012.
Sincerely,
Stantec Consulting Services Inc.
Thomas Butler PG, CHG, CEG
Principal Hydrologist
Phone: (925) 296-2126
[email protected]
stantec.com
Attachment: Terms and Conditions
By signing this proposal, authorizes Stantec to proceed with the services herein described and the Client acknowledges that it has read and agrees to be bound by the attached Professional Services Terms and Conditions.
This proposal is accepted and agreed on the of , .
Per:
City of Ripon
'DQLHOGH*UDDI, Mayor
Signature
City of Ripon
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