Professional Services Agreement - Page 1 of 7
City of Ripon WWTP Sludge Survey
WaterSolve LLC
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF RIPON AND
WATERSOLVE LLC
This Agreement for Professional Services (“Agreement”) is entered into on, June 9, 2026 (the “Effective Date”) between the City of Ripon, a California municipal corporation (“City”) and WaterSolve LLC (“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 Nineteen Thousand Six Hundred Dollars ($19,600) 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
City of Ripon WWTP Sludge Survey
WaterSolve LLC
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
City of Ripon WWTP Sludge Survey
WaterSolve LLC
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
City of Ripon WWTP Sludge Survey
WaterSolve LLC
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
City of Ripon WWTP Sludge Survey
WaterSolve LLC
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
City of Ripon WWTP Sludge Survey
WaterSolve LLC
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:
Gregg Lebster
President
WaterSolve LLC
5031 68th Street SE
Caledonia, MI 49613
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
SONAR SURVEY PROPOSAL
Lagoon Sludge Survey
by
Prepared For: James Pease
City of Ripon, CA
[email protected]
Ph 209 599 2108
From: Eric Fish
Waterways Protection
[email protected]
Ph 619 417 8024
Prepared By: Donovan Doran
WaterSolve LLC
[email protected]
Ph 616 340 6116
Date Issued: 5/28/2026
WaterSolve LLC
5031 68th Street SE
Caledonia, MI 49613
Ph 616 575 8693
EXHIBIT A
1. PROJECT PROPOSAL
WaterSolve LLC is pleased to submit the following project proposal for the sludge survey of four "Treatment Ponds" as shown in the image below:
1.1 Project Cost
The total project cost to conduct sludge survey at
Location of project: 1222 S Acacia Ave Ripon, CA
Four "Treatment Ponds"
= $19,600.00
+ applicable state, county, and city taxes
2. PROJECT INTENT AND DELIVERABLES
2.1 Project Intent
The intent of conducting these lagoon surveys is to determine the in-situ sludge volume, the bone-dry tonnage of sludge, and the volatile (consumable) solids. This information can then provide facts to determine if improvements should be made to the lagoons or if quantities are such to require a sludge removal project. The data will provide a baseline for this moment in time to review in years to come as a reference so the client can understand the rate of sludge accumulation and effectiveness of the aeration etc., over a period of time.
2.2 Project Deliverable
WaterSolve LLC will provide the following deliverables once the survey is complete and the lab samples have been reported:
▪ A brief explanation of the methodology used to perform the survey. ▪ A quantity table that reveals the data for these items for each lagoon as it is on the day of the survey: Total Depth, Data Points Collected, Average Liquid Depth, Average Sludge Depth, Cubic Yards of Liquids, Cubic Yards of Sludge, % Dry Wt. Solids, % Volatile Solids, and Bone-Dry Tons.
▪ Color-coded sludge thickness map that depicts the depth of sludge throughout each lagoon.
▪ Sludge sample results for % solids in situ and % volatile solids. (Additional sludge analysis like metals may be added at an extra cost.)
▪ Observations made while taking the survey that may impact the health of the lagoons such as cattails present, offensive odors, septage hauler dump spots, or other items the crew observes that are noteworthy.
▪ Suggestions for improved performance and items of concern to address based on the information revealed by the survey.
▪ Samples will also be collected and sent to Watersolve’s treatability laboratory for evaluation of geotextile tube and mechanical dewatering. There is no additional cost for this testing.
3. SONAR SURVEY METHODOLOGY
WaterSolve LLC proposes the sludge survey be performed with the following methodology:
A remote-controlled boat, retrofitted with a sonar device will read the depth from the surface of the water to the top of the sludge and collects a data point every second. Those data points are approximately every four to five feet as the boat is moving and are recorded on a SD memory card. The boat is guided throughout the lagoon in a pattern to gather data points that will reflect the entire lagoon. Once the boat is removed from the lagoon the SD card is removed and is uploaded into the proprietary sonar software program. The overall dimensions of the lagoon, as well as the slopes of the walls, are put into the program. The total depth for the lagoon from the surface of the floor to the top of the water on this day is also entered. The software then generates the average water depth and the average sludge depth and maps the sludge depths of the data points. This in turn calculates the volume of water and the volume of sludge in the lagoon.
SLUDGE COLLECTION
A two-man boat is placed in the lagoons and the technician will move about to gather sludge samples from four to six locations throughout each lagoon. The total depth from each location is also recorded to use as the average depth in the sonar survey calculation. The sludge sample from the four to six locations is then homogenized and placed in a labeled sample bottle. It is then placed in a cooler on ice to preserve it. The samples collected will be delivered to a lab by WaterSolve LLC at our expense.
4. A NOTE ON VOLUME CALCULATIONS
This Sludge Survey Report will be prepared by WaterSolve LLC (WS) for City of Ripon, CA , the (“Client”). It is intended to provide the client with an estimate of sludge quantity and lagoon hydraulic capacity.
The final report is based on data and information obtained by measuring pond depths with the sonar boat and verified using manual checks. Estimated sludge volumes are calculated using proprietary software. The client recognizes and acknowledges that estimated sludge volumes will vary from actual sludge volumes and that this report should be used only as a general guideline for planning maintenance desludging or dredging and should not be assumed to be an exact quantification of sludge volume. WS shall not be liable for any damages resulting from any difference between estimated sludge volumes and actual sludge volumes.
Furthermore, the liability of WS to the client and to all third parties shall be limited to injury or loss caused by the negligent acts, errors or omissions of WS. The client agrees to defend, indemnify, and hold harmless WS, its affiliates, officers, directors, employees, and agents from any and all liabilities, in excess of the limits of connection with the services provided. Such indemnity shall include the costs of the time spent and expenses incurred by WS and its affiliates in connection with the defense of any claims.
5. PROJECT TERMS AND CONDITIONS
Project pricing is valid for 90 days from the date on the proposal.
WaterSolve Standard Terms and Conditions apply.
All aeration or mechanical mixing in the lagoons must be shut down a minimum of 2 hours prior to conducting the sonar survey to allow the suspended solids to settle out which will improve the accuracy of your survey. 12 hours is preferred to improve accuracy. There needs to be a minimum of 1.5 ft of free water above the sludge in the lagoons to provide an accurate survey. Any lagoon with less than this free space will be considered full of sludge. Any areas of the lagoon containing floating debris such as brush or cattails cannot be surveyed and will be adjusted and noted in the reports.
A purchase order or signed contract for these services and a credit application are required to initiate the project. We appreciate the opportunity to provide this survey and look forward to serving you with the results and our suggestions.
Payment is due upon receipt of the final report.
Sincerely, Signed:___________________________________
Daniel Wilcox, VP Sales & Operations
WaterSolve LLC Title:_____________________________________ Date:____________ P O #___________________