Professional Services Agreement - Page 1 of 7
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF RIPON AND
T. MITCHELL ENGINEERS & ASSOCIATES
This Agreement for Professional Services (“Agreement”) is entered into on, April 14, 2026 (the “Effective Date”) between the City of Ripon, a California municipal corporation (“City”) and T.
Mitchell Engineers & Associates (“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 Ninety Nine Thousand Three Hundred and Thirty Dollars ($99,330) 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.
Professional Services Agreement - Page 2 of 7
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
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 one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) 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) if Consultant has employees. 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
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
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.
Professional Services Agreement - Page 4 of 7
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
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
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
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.
Professional Services Agreement - Page 6 of 7
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
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 D. Mitchell, PE
14256 Doolittle Dr.
San Leandro, CA 94577
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 for any incidental, indirect or consequential damages arising out of or connected to this Agreement or the performance of the services on this Project.
Professional Services Agreement - Page 7 of 7
Fueling Station System Upgrade
T. Mitchell Engineers & Associates
The Parties have executed this Agreement as of the date signed by the City.
CITY OF RIPON CONSULTANT
Gary Barton, Mayor Thomas D. Mitchell, PE
Attest:
Lisa Roos, City Clerk
Approved as to Form:
Thomas H. Terpstra Jr., City Attorney
TME Proposal 2603
February 2, 2026
T.MITCHELL ENGINEERS &
ASSOCIATES
14256 Doolittle Drive, San Leandro, CA 94577 ꞏ Ph: 510-777-0520 ꞏ Fax: 510-777-0521 Mr James Pease – Dir. Public Works
City of Ripon
259 N. Wilma Avenue
Ripon, CA 95366
Subject: Proposal to Provide Engineering Design and Construction Admin Services City of Ripon – Compressed Natural Gas (CNG) Fueling System Upgrade City of Ripon CNG Facility – 240 Doak Blvd. - Ripon, California Dear James:
I am pleased to present this proposal to provide professional engineering services to you and the City of Ripon to prepare design drawings and technical specifications suitable for plan-check, bid, and construction of CNG fueling system upgrades needed to accommodate a change in utility gas supply pressure as well as to bring the system up to current standards. The specifics of our proposal are as follows:
Project Understanding
The City of Ripon currently owns and operates a CNG fueling system which is located adjacent to the Cities Fleet Maintenance Facility on Doak Boulevard, in Ripon, California. The system is primarily intended to serve the needs of the Cities current natural gas-powered vehicles. But, is configured to allow others to fuel as well.
Though the existing system is still in use, significant portions of the existing system nearing the end of their useful life and are due for replacement. In addition, it is desired to transition this facility from its existing gas service – which comes off a nearby high pressure transmission gas line – to a lower pressure distribution pipe line.
This project is intended to improve the existing CNG fueling system by removal and replacement of the existing compressor(s) and gas dryer, installation of a new low pressure gas service to serve the new compressors, and other improvements needed to complete the system and to effectively extend the useful life of the existing CNG fueling system.
Base Scope of Work
Based upon our understanding of the projects, our proposed scope of work will include the mechanical (piping) and civil portions of the subject project (electrical will be by others):
Task 1: Preliminary Design
EXHIBIT - A
City of Ripon
February 2, 2026
14256 Doolittle Drive, San Leandro, CA 94577 ꞏ Ph: 510-777-0520 ꞏ Fax: 510-777-0521 Work with the City to help develop overall project requirements and expectations. Develop preliminary/conceptual design drawings to the extent necessary to confirm pertinent project criteria to be incorporated into the project.
Task 2: Design Development
Using the approved conceptual plan developed in Task 1, prepare detailed design drawings, calculations and technical specifications as necessary to describe the proposed project in sufficient detail to allow for internal plan check by the City and bidding of the work. Design will address necessary civil/structural and piping, and electrical systems associated with the project.
Task 3: Construction Documents
Perform minor modifications to the Bid Documents as needed to incorporate additional information gathered as part of the bidding and permit (plan check) process.
Task 4: Course of Construction Assistance
Address relevant questions or concerns received regarding the design intent.
Review contractor and vendor submittals required by the design for conformance with the design. Provide drawing/design clarification when needed to help facilitate the work.
Task 5: Record Drawings
Prepare final record drawings (“As-Builts”) based upon available information and contractors redlined construction drawings. Record drawings will be furnished electronically in pdf format. If drawings are required in AutoCAD format, they will be provided only upon execution of a mutually agreeable release and receipt of payment in full for all work performed.
Additional Work
Work considered outside of our Base Scope, but which can be performed upon request Site surveys, geotechnical or environmental work (as an existing system, this should be unnecessary).
Design of fire suppression systems (fire suppression systems are not normally required for CNG systems of this size).
Construction, construction surveillance, management or coordination of any kind. Work not directly related to and required for confirmation of proper installation of the proposed CNG equipment.
City of Ripon
February 2, 2026
14256 Doolittle Drive, San Leandro, CA 94577 ꞏ Ph: 510-777-0520 ꞏ Fax: 510-777-0521 Clarifications and Assumptions
Our proposal is based upon the following assumptions, which, if incorrect may impact the proposed schedule and budget for this project:
1. Original work was done substantially in accordance with the original design drawings and Record Prints (original design was prepared by Thomas Mitchell).
2. Schedule is dependent upon timely receipt of requested information which may required to complete the design and timely review of progress and response to questions by the City, equipment providers, local authorities, and utility companies.
3. Application for, coordination of, and payment of all necessary permits and utilities or utility upgrades (gas, electric and phone) will be performed by the City.
4. Significant additional work or supporting documentation required to gain approval from governing agencies or city departments, beyond those addressed above, is outside our proposed scope of work and will be treated as extra work.
5. Only minor civil site work is anticipated and included in our scope. If detailed site plans are required, this work will be treated as an additional cost.
6. An allowance for two site visits/meetings during the design phase (pre-design and 90% design review) and up to 5 visits during the construction phase have been included in the above scope of work.
Schedule
Design work (tasks 1 and 2) will be scheduled to start immediately upon receipt of your written authorization to proceed and for substantial completion of within 10 weeks. The remainder of the work is dependent upon the schedule of others and will be completed accordingly.
Remuneration
We propose to perform the above-described scope for a Not to Exceed Amount of $99,330.
Terms
The above will be invoiced as follows:
Preliminary Design $18,920
Detailed Design $56,760
Plan Check and Bidding $9,460
Completion of Const $9,460
Project Close Out $4,730
This proposal valid for 30 days.
City of Ripon
February 2, 2026
14256 Doolittle Drive, San Leandro, CA 94577 ꞏ Ph: 510-777-0520 ꞏ Fax: 510-777-0521 Thank you for the opportunity to present this proposal. We look forward to being of service.
Sincerely,
T. Mitchell Engineers, Inc.
By: Tom Mitchell
Thomas D. Mitchell, P.E.
Principal
File:p2603 city of ripon - cng update - rev 02022026