Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66
DESIGN PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this _ day of
_ 20_, by and between the City of Merced, a California Charter Municipal Corporation, whose address of record is 678 West 184 Street, Merced, California 95340, (hereinafter referred to as "City") and Black Water Consulting Engineers, Inc.., a California Corporation, whose address of record is 602 Lyell Drive, Modesto, CA 95356, (hereinafter referred to as "Consultant").
WHEREAS, City is undertaking a project to to complete the City's 2026- Measurements and Land Use Classification Datasets (CII-LAM-LUCD); and, WHEREAS, Consultant represents that it possesses the professional skills to provide consulting services in connection with said project.
NOW, THEREFORE, the parties hereto, in consideration of the mutual covenants hereinafter recited, hereby agree as follows:
1. SCOPE OF SERVICES; PERFORMANCE.
A. Consultant shall furnish the following services: Consultant shall provide the consulting services described in Exhibit "A" attached hereto.
B. No additional services shall be performed by Consultant unless approved in advance in writing by City, stating the dollar value of the services, the method of payment, and any adjustment in contract time. All such services are to be coordinated with City and the results of the work shall be monitored by the Director of Public Works or designee. However, the means by which the work is accomplished shall be the sole responsibility of Consultant.
C. In meeting its obligations under this Agreement, Consultant shall at all times faithfully and competently perform all tasks described herein in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.
2 TIME OF PERFORMANCE. All of the work outlined in the Scope of Services shall be completed in accordance with the Schedule outlined in Exhibit X: Agreements\Public Works\2026\BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.doex 1 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 "A" attached hereto and incorporated herein by reference. By mutual agreement and written addendum to this Agreement, City and Consultant may change the requirements in said Schedule.
3. TERM OF AGREEMENT. The term of this Agreement shall
commence upon the day first above written and end on July 31, 2030. All indemnification provisions of this Agreement shall survive and remain in effect following the expiration or termination of this Agreement.
4. COMPENSATION. Payment by City to Consultant for actual ervices rendered under this Agreement shall be made upon presentation of a nvoice detailing services performed under the Scope of Services, in accordanc with the Fee Schedule set forth in Exhibit "A" attached hereto and incorporated herein by reference. Consultant agrees to provide all services required under the Scope of Services in Exhibit "A" within the compensation amount set forth in Exhibit "A". For Consultant's services rendered under this Agreement, City shall pay Consultant the not to exceed sum of $97,268.
5. METHOD OF PAYMENT. Compensation to Consultant shall be paid by City after submission by Consultant of an invoice delineating the services performed.
6. RECORDS. It is understood and agreed that all plans, studies, specifications, data magnetically or otherwise recorded on computer or computer diskettes, records, files, reports, etc., prepared by Consultant in the course of providing the services performed pursuant to this Agreement shall be the property of City, and Consultant hereby agrees to deliver the same to City upon termination of the Agreement. It is understood and agreed that the documents and other materials including but not limited to those set forth hereinabove, prepared pursuant to this Agreement are prepared specifically for City and are not necessarily suitable for any future or other use.
7. CONSULTANT'S BOOKS AND RECORDS. Consultant shall
maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant to this Agreement. Any records or documents required to be maintained shall be made available for inspection, audit and/or copying at any time during regular business hours, upon oral or written request of City.
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8. INDEPENDENT CONTRACTOR.
A. Consultant is and shall at all times remain as to City a wholly independent Consultant. The personnel performing the services and tasks under this Agreement on behalf of Consultant shall not be City employees and shall at all times be under Consultant's exclusive direction and control. Consultant and all of' Consultant's personnel shall possess the qualifications, permits, and licenses required by state and local law to perform the services and tasks under this Agreement, including, without limitation, a City business license as required by the Merced Municipal Code. Consultant shall determine the means, methods, and details by which Consultant's personnel will perform the services and tasks.
Consultant shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the services and tasks, and compliance with the customary professional standards. Neither City nor any of its officers, employees, agents, or volunteers shall have control over the conduct of Consultant or any of Consultant's officers, employees, or agents.
B. Consultant shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of City. Consultant and Consultant's personnel shall not supervise any of City's employees; and City's employees shall not supervise Consultant's personnel. Consultant's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as a City employee; and Consultant's personnel shall not use any City e-mail address or City telephone number in the performance of any of the services and tasks under this Agreement. Consultant shall acquire and maintain at its sole cost and expense such vehicles, equipment, and supplies as Consultant's personnel require to perform any of the services and tasks required by this Agreement. Consultant shall perform all services and tasks off of City premises at locations of Consultant's choice, except as otherwise may from time to time be necessary in order for Consultant's personnel to receive projects from City, review plans on file at City, pick up or deliver any work product related to Consultant's performance of any services and tasks under this Agreement, or as may be necessary to inspect or visit City locations and/or private property to perform the services and tasks. City may make a computer available to Consultant from time to time for Consultant's personnel to obtain information about, or to check on, the status of projects pertaining to the services and tasks performed under this Agreement. Consultant shall not incur or have the power to incur any debt, obligation or liabılity whatsoever against City, or bind City in any manner.
X: \Agreements\Public Works\20261BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 3 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 C. No employee benefits shall be available to Consultant in connection with the performance of this Agreement. Except for the fees paid to Consultant as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Consultant for performing services and tasks hereunder for City.
City shall not be liable for compensation or indemnification to Consultant for injury or sickness arising out of performing services and tasks hereunder.
Consultant shall be responsible for and pay all salaries, wages, benefits and other amounts due to Consultant's personnel in connection with their performance of the services and tasks under this Agreement, and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to, Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, state, or federal policy, rule, regulation, statute, or ordinance to the contrary, Consultant and any of its officers, employees, agents, and subconsultants providing any of the services and tasks under this Agreement shall not become entitled to, and hereby waive any claims to, any wages, salaries, compensation, benefit, or any incident of employment by City, including, but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as a City employee, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits.
D. Consultant shall indemnify and hold harmless City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent consultants in the role of City officials, from any and all liability, damages, claims, costs, and expenses of any nature to the extent arising from, caused by, or relating to Consultant's personnel practices, or to the extent arising from, caused by, or relating to the violation of any of the provisions of this Section.
In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
9. INDEMNITY.
A. Indemnity for Design Professional Services. In connection with its design professional services, Consultant shall hold harmless and indemnify City, and its elected officials, officers, employees, servants, designated volunteers, and X: Agreements\Public Works\2026 BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 4 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 those City agents serving as independent consultants in the role of City officials (collectively, "Indemnitees"), with respect to any and all claims, demands, damages, liabilities, losses, costs or expenses, including reimbursement of attorneys' fees and costs of defense (collectively, "Claims" hereinafter), including but not limited to Claims relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate in whole or in part to the negligence, recklessness, or willful misconduct of Consultant or any of its officers, employees, sub-consultants, or agents in the performance of its professional services under this Agreement.
B. Other Indemnities. In connection with any and all claims, demands, damages, liabilities, losses, costs or expenses, including attorneys' fees and costs of defense (collectively, "Damages" hereinafter) not covered by Paragraph A (above) of this Section 9, Consultant shall defend, hold harmless and indemnify the Indemnitees with respect to any and all Damages, including but not limited to, Damages relating to death or injury to any person and injury to any property, which arise out of, pertain to, or relate to acts or omissions of Consultant or any of its officers, employees, sub-consultants, or agents in the performance of this Agreement, except for such loss or damage arising from the sole negligence or willful misconduct of City, as determined by final arbitration or court decision or by the agreement of the parties. Consultant shall defend Indemnitees in any action or actions filed in connection with any such Damages with counsel of City's choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense.
Consultant's duty to defend pursuant to this Section 9.B shall apply independent of any prior, concurrent or subsequent misconduct, negligent acts, errors or omissions of Indemnitees.
10. INSURANCE. During the term of this Agreement, Consultant shall maintain in full force and effect at its own cost and expense, the following insurance coverage:
A. Workers' Compensation Insurance. Full workers' compensation insurance shall be provided with a limit of at least One Hundred Thousand Dollars ($100,000.00) for any one person and as required by law, including Employer's Liability limits of $1,000,000.00 per accident. The policy shall be endorsed to waive the insurer's subrogation rights against City.
X: LAgreements|Public Works\2026\BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 5 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 B. General Liability.
(i) Consultant shall obtain and keep in full force and effect general liability coverage at least as broad as ISO commercial general liability coverage occurrence Form CG 0001.
(ii) Consultant shall maintain limits of no less than One Million Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage.
(iii) City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects liability arising out of work or operations performed by or on behalf of Consultant.
(iv) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self insurance maintained by City or other named insureds shall be excess and non-contributory.
(v) Consultant shall maintain its commercial general liability coverage for three (3) years after completion of the work and shall add an additional insured endorsement form acceptable to City naming the City of Merced, its officers, employees, agents and volunteers for each year thereafter for at least three (3) years after completion of the work. Copies of the annual renewal and additional insured endorsement form shall be sent to City within thirty (30) days of the annual renewal.
C. Automobile Insurance.
(i) Consultant shall obtain and keep in full force and effect an automobile policy of at least One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
(ii) City, its officers, employees, volunteers and agents are to be named as additional insureds under the policy, as respects automobiles owned, leased, hired or borrowed by the
Consultant.
X: \Agreements\Public Works\2026\BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 6 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 (Ill) The policy shall stipulate that this insurance will operate as primary insurance for work performed by Consultant and its sub-contractors, and that any other insurance or self-insurance maintained by City or other named insureds shall be excess and non-contributory.
D. Professional Liability Insurance. Consultant shall carry professional liability insurance appropriate to Consultant's profession in the minimum amount of One Million Dollars ($1,000,000.00). Architects and engineers' coverage is to be endorsed to include contractual liability.
E. Cyber Liability Insurance. Consultant shall obtain and maintain Cyber Liability insurance in a minimum amount of One Million Dollars ($1,000,000) per occurrence or claim, One Million Dollars ($1,000,000) aggregate.
Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including, but not limited to, infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties and credit monitoring expenses with limits sufficient to respond to these obligations. Cyber Liability insurance must be maintained, and evidence of insurance shall be provided to CITY for at least two (2) years after completion of work under this Agreement.
F. Qualifications of Insurer. The insurance shall be provided by an acceptable insurance provider, as determined by City, which satisfies all of the following minimum requirements:
(i) An insurance carrier admitted to do business in California and maintaining an agent for service of process within this State; and,
(ii) An insurance carrier with a current A.M. Best Rating of A:VII or better (except for workers' compensation provided through the California State Compensation Fund).
X: Agreements\Public Works|2026\BW for CIl-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 7 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 G. Certificate of Insurance. Consultant shall complete and file with City prior to engaging in any operation or activity set forth in this Agreement, certificates of insurance evidencing coverage as set forth above and which shall provide that no cancellation or expiration by the insurance company will be made during the term of this Agreement, without thirty (30) days written notice to City prior to the effective date of such cancellation—including cancellation for nonpayment of premium. In addition to any other remedies City may have, City reserves the right to withhold payment if Consultant's insurance policies are not current.
11. PREVAILING WAGES.
A. Labor Code Compliance. If the work performed under this Agreement falls within Labor Code Section 1720(a)(1) definition of a "public work", Consultant agrees to comply with all of the applicable provisions of the Labor Code including those provisions requiring the payment of not less than the general prevailing rate of wages. Consultant further agrees to the penalties and forfeitures provided in said Code in the event a violation of any of the provisions occurs in the execution of this Agreement.
B. These wage rate determinations are made a specific part of this Agreement by reference pursuant to Labor Code Section 1773.2. General Prevailing Wage Rate Determinations may be obtained from the Department of Industrial Relations Internet site at http://www.dir.ca.gov/.
C. After award of the Agreement, and prior to commencing work, all applicable General Prevailing Wage Rate Determinations, if applicable, are to be obtained by Consultant from the Department of Industrial Relations. These wage rate determinations are to be posted by Consultant at the job site in accordance with Section 1773.2 of the California Labor Code.
D. Consultant agrees to include prevailing wage requirements, if applicable, in all subcontracts when the work to be performed by the subcontractor under this Agreement is a "public works" as defined in Labor Code Section 1720(a)(1) and Labor Code Section 1771.
12. PERS COMPLIANCE AND INDEMNIFICATION.
A. General Requirements. The parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and X: Agreements \Public Works 2026IBW for CI-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 8 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 contribution obligations to PERS on behalf of qualifying employees. Consultant agrees that, in providing its employees and any other personnel to City to perform the services and tasks under this Agreement, Consultant shall assure compliance with the Public Employees' Retirement Law, commencing at Government Code Section 20000, the regulations of PERS, and the Public Employees' Pension Reform Act of 2013, as amended. Without limitation to the foregoing, Consultant shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants, and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the applicable retirement laws and regulations.
B. Indemnification. Consultant shall defend (with legal counsel approved by City, whose approval shall not be unreasonably withheld), indemnify, and hold harmless City, and its City and its elected officials, officers, employees, servants, designated volunteers, and agents serving as independent consultants in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Consultant's violation of any provisions of this Section. This duty of indemnification is in addition to Consultant's duty to defend, indemnify, and hold harmless as set forth in any other provision of this Agreement.
13. RELEASE OF INFORMATION.
A. All information gained by Consultant in performance of this Agreement shall be considered confidential and shall not be released by Consultant without City's prior written authorization. Consultant, its officers, employees, agents or sub-consultants, shall not without written authorization from City Manager or unless requested by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena.
B. Consultant shall promptly notify City should Consultant, its officers, employees, agents or sub-consultants be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed there under or with respect to any project or property located within City. City retains the right, but has no X: Agreements\Public Works 20261BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 9 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 obligation, to represent Consultant and/or be present at any deposition, hearing or similar proceeding. Consultant agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Consultant. However, City's right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
14. NOTICES. Any notices which either party may desire to give to the other party under this Agreement must be in writing and may be given either by: (i) personal service, (ii) delivery by a reputable document delivery service, such as, but not limited to, Federal Express, that provides a receipt showing date and time of delivery, or (111) mailing in the United States Mail, certitied mail, postage repaid, return receipt requested, addressed to the address of the party as set fortt elow or at any other address as that party may later designate by Notice. Notice shall be effective upon delivery to the addresses specified below or on the third business day following deposit with the document delivery service or United States To City: City of Merced
678 West 18th Street
Merced, California 95340
Attention: City Manager
To Consultant: Black Water Consulting Engineers, Inc.
602 Lyell Dr
Modesto, CA 95356
Attention: Aja Verburg
15. ASSIGNABILITY OF AGREEMENT. It is understood and agreed that this Agreement contemplates personal performance by Consultant and is based upon a determination of its unique personal competence and experience and upon its specialized personal knowledge. Assignments of any or all rights, duties or obligations of Consultant under this Agreement will be permitted only with the express written consent of City.
16. TERMINATION FOR CONVENIENCE OF CITY. City may at any time, for any reason, with or without cause, terminate this Agreement by mailing a notice in writing to Consultant that the Agreement is terminated. Said Agreement shall then be deemed terminated, and no further work shall be performed by Consultant. If the Agreement is so terminated, Consultant shall be paid for that X: Agreements\Public Works 2026\BW for CII-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 10 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 percentage of the phase of work actually completed, based on a pro rata portion of the compensation for said phase satisfactorily completed at the time the notice of termination is received.
17. LEGAL RESPONSIBILITIES.
A. Consultant shall keep itself informed of all local, State and Federal ordinances, laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement.
Consultant shall at all times observe and comply with all such ordinances, laws and regulations. City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of Consultant to comply with this section. No discrimination shall be made by Consultant in the employment of persons to work under this contract because of race, color, national origin, ancestry, disability, sex or religion of such person.
B. At all times during the term of this Agreement, Consultant shall have in full force and effect, all licenses required of it by law for the performance of the services described in this Agreement.
C. Consultant hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 U.S.C.A. 1101 et seq.), as amended; and in connection therewith, shall not employ unauthorized aliens as defined therein. Should Consultant so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should any agency or instrumentality of the federal or state government, including the courts, impose sanctions against City for such use of unauthorized aliens, Consultant hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorneys' fees, incurred by City in connection therewith.
18. WAIVER. In the event that either City or Consultant shall at any time or times waive any breach of this Agreement by the other, such waiver shall not constitute a waiver of any other or succeeding breach of this Agreement, whether of the same or any other covenant, condition or obligation. Waiver shall not be deemed effective until and unless signed by the waiving party.
19. INCONSISTENT OR CONFLICTING TERMS IN AGREEMENT
AND EXHIBITS.
X:lAgreements\Public Works|2026\BW for CIl-LAM-LUCD & 2026-2030 UWUO Reporting Agreement.docx 11 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 A. In the event of any contradiction or inconsistency between any attached documents) or exhibit(s) incorporated by reference herein and the provisions of the Agreement itself, the terms of the Agreement shall control.
B. Any exhibit that is attached and incorporated by reference shall be limited to the purposes for which it is attached, as specified in this Agreement.
Any contractual terms or conditions contained in such exhibit imposing additional obligations on City are not binding upon City unless specifically agreed to in writing, and initialed by the authorized City representative, as to each additional contractual term or condition.
20. AMBIGUITIES. This Agreement has been negotiated at arms' length between persons knowledgeable in the matters dealt with herein. Accordingly, any rule of law, including, but not limited to, Section 1654 of the Civil Code of California, or any other statutes, legal decisions, or common-law principles of similar effect, that would require interpretation of any ambiguities in this Agreement against the party that drafted this Agreement is of no application and is hereby expressly waived.
21. DEFAULT OF CONSULTANT.
A. Consultant's failure to comply with the provisions of this Agreement shall constitute a default. In the event that Consultant is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Consultant for any work performed after the date of default and can terminate this Agreement immediately by written notice to Consultant. If such failure by Consultant to make progress in the performance of work hereunder arises out of causes beyond Consultant's control, and without fault or negligence of Consultant, it shall not be considered a default.
B. If the City Manager or his delegate determines that Consultant is in default in the performance of any of the terms or conditions of this Agreement, it shall serve Consultant with written notice of the default. Consultant shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that Consultant fails to cure its default within such period of time, City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement."
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22. GOVERNING LAW; VENUE; PREVAILING PARTY. City and
Consultant understand and agree that the laws of the State of California shall govern the rights, obligations, duties and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. Any litigation concerning this Agreement shall take place in the municipal, superior, or federal district court with geographic jurisdiction over the City of Merced. In the event such litigation is filed by one party against the other to enforce its rights under this Agreement, the prevailing party, as determined by the Court's judgment, shall be entitled to reasonable attorney fees and litigation expenses for the relief granted.
23. AMENDMENT. This Agreement shall not be amended, modified, or otherwise changed unless in writing and signed by both parties hereto.
24. INTEGRATION. This Agreement constitutes the entire
understanding and agreement of the parties and supersedes all previous and/or contemporaneous understanding or agreement between the parties with respect to all or any part of the subject matter hereof.
25. AUTHORITY TO EXECUTE. The person or persons executing this Agreement on behalf of the parties hereto warrants and represents that he/she/they has/have the authority to execute this Agreement on behalf of their entity and has/have the authority to bind their party to the performance of its obligations hereunder.
26. COUNTERPARTS. This Agreement may be executed in one or more counterparts with each counterpart being deemed an original. No counterpart shall be deemed to be an original or presumed delivered unless and until the counterparts executed by the other parties hereto are in the physical possession of the party or parties seeking enforcement thereof.
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CITY OF MERCED
A California Charter Municipal
Corporation
BY:
D. Scott McBride
City Manager
ATTEST:
D. SCOTT MCBRIDE, CITY CLERK
BY:
Assistant/Deputy City Clerk
APPROVED AS TO FORM:
CRAIG J. CORNWELL, CITY ATTORNEY
BY: Grai Corewell 1-30-2026
City Attorney Date
ACCOUNT DATA:
M. VENUS RODRIGUEZ, FINANCE OFFICER
BY:
Verified by Finance Officer
{Signatures continued on next page}
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CONSULTANT
Black Water Consulting Engineers, Inc.
- Signed by:
BY:_ Aja Verburg
(Signature)
Aja Verburg
(Typed Name)
Its: Vice President
(Title)
-DocuSigned by:
BY: Alison Furuja
9C2A0-0A...
(Signature)
Allison Furuya
(Typed Name)
Its: Vice President
(Title)
Taxpayer I.D. No. 46-1504431
ADDRESS: 602 Lyell Dr
Modesto, CA 95356
TELEPHONE: 209-322-1820
FAX:
E-MAIL: [email protected]
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Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 BLACKÉ WATER
July 23, 2026
Debbie Forte
Water Conservation Coordinator
City of Merced Public Works
1776 Grogan Avenue
Merced, CA 95341 via Email: ForteD @cityofmerced.gov
Subject: Proposal for Consulting Services
CII-LAM-LUCD & 2026-2030 UWUO Reporting Forms
Dear Ms. Forte,
Black Water Consulting Engineers, Inc. (Black Water) appreciates the opportunity to submit this proposal to the City of Merced (City) to complete the City's 2026-2030 Urban Water Use Objective (UWUO) reporting forms required by the State Water Resources Control Board (SWRCB) and to support the review and reporting of the City's Commercial, Industrial, and Institutional Landscape Area Measurements and Land Use Classification Datasets (CII-LAM-LUCD). These datasets, provided by the Department of Water Resources (DWR) and NV5, are intended to assist the City in complying with California's Making Conservation a Way of Life regulations.
Per California Code of Regulations (CCR) Title 23 Section 969(b)(2):
"No later than July 1, 2028, and periodically thereafter, a supplier shall quantify the measured total square footage of the irrigated area of CIl landscapes with DIMS (DIM LA) and describe and substantiate how that area was quantified. Annual updates shall include the square footage of large landscapes that have had DIMs installed in accordance with section 973."
Per CCR Title 23, Section 973(a)(1):
By June 30, 2027, identify all existing commercial, industrial, and institutional (CIl) water users associated with large landscapes.
Based on this requirement, Black Water will assist the City in identifying Cli water users associated with large landscapes by July 1, 2027, and the area of CIl landscapes with dedicated irrigation meters (DIMs) by July 1, 2028, in support of the UWUO reporting cycle due January 1, 2030.
Enclosed is a detailed scope of work, schedule, and estimated fee for your review. The fee was prepared based on the anticipated level of effort required for data validation, GIS analysis, and reporting of the City's total CIl landscape area of 15,531.80 acres as identified in the CII-LAM-LUCD report prepared by NV5, dated November 20, 2025. Services will be provided on a time-and-materials basis in accordance with the attached rate schedule.
We appreciate the opportunity to continue supporting the City on this project. If you have any questions or need additional information, please feel free to contact me at (209) 694-4766 or via email at [email protected].
MODESTO, CA I FRESNO, CA P0687
www.blackwater-eng.com
Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 Sincerely,
B-Ch Alson K. Ferny
Bao Cha, E.I.T. Alison Furuya, P.E.
Assistant Project Manager Vice President
Attachments: Scope of Work, Schedule, Detailed Fee Estimate, 2026 Rate Schedule CITY OF MERCED | CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS | 2 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 BLACKÉ WATER
CITY OF MERCED
CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS
PROPOSAL
JULY 23, 2026
SCOPE OF WORK
Task 1: Project Management, Administration, and Meetings Black Water will provide proactive project management and maintain clear communication with the City to ensure the successful and timely review and delivery of the City's CI-LAM-LUCD. The City will be kept fully informed on project status, key issues, timelines, and budget tracking. • Internal management of the project including staff scheduling, monthly project updates to City, budget oversight, project correspondence, document production, review of work, and other general overhead items.
Black Water will actively participate in meetings throughout the project to ensure timely completion and effective communication with City staff, Council, and the public.
Kickoff Meeting: Conduct one (1) kickoff meeting to review the scope of services, confirm initial data needs and methods for data collection, and establish a detailed work plan and schedule. • Progress Meetings: Meet with City staff to provide project updates. This scope assumes up to four (4) progress meetings.
ESTIMATED FEE: $17,189
Task 2: Data Review and Coordination
Black Water will review and verify the accuracy of the City's CII-LAM-LUCD provided by DWR and NV5.
The task includes the following:
Coordinate with the City and regulatory agencies as needed Coordinate with the Eagle Aerial Solutions team to review the CalWEP LAM Explorer software and determine if this platform is something that the City can pursue.
Review dataset structure, attributes, and methodology
• Generate detailed maps of the data.
Deliverables: Exhibits and Summary of City's CI LAM data (in pdf format) ESTIMATED FEE: $9,239
MODESTO, CA | FRESNO, CA PO687
www.blackwater-eng.com
Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 Task 3: CIl Large Landscape Inventory (CCR §973 Compliance) Black Water will assist the City in identifying all existing ClI water users associated with large landscapes in accordance with CCR Title 23 Section 973(a)(1). This task includes:
• Cross-referencing billing, GIS, and parcel data with the LAM dataset Identify landscapes served by Dedicated Irrigation Meters (DIMs) Validate and refine DWR/NV5 dataset values, as needed
Develop a comprehensive inventory of ClI customers with large landscapes Document methodology used to identify and classify large landscapes The level of effort may vary depending on the completeness and accuracy of available datasets.
Deliverables: CIl Large Landscape Inventory (in Excel/GIS format) ESTIMATED FEE: $26,819
Task 4: Landscape Area Quantification (CCR §969 Compliance) Black Water will quantify the total irrigated area of CIl landscapes with DIMs in accordance with CCR Title 23, Section 969(b)(2). This includes:
Calculate total square footage of irrigated areas for DIM-served landscapes • Prepare a technical memorandum (TM) to summarize the methodology and total irrigated area Deliverables: TM (in pdf format)
ESTIMATED FEE: $6,159
Task 5: Prepare UWUO Reporting Forms (2026-2030)
In 2024, the SWRCB adopted regulations to Make Conservation a California Way of Life. The regulations establish:
• Efficiency standards for urban water use
• Formulas to calculate standard-based budgets and urban water use objectives • Performance measures for Commercial, Institutional, and Industrial (CII) water use • Annual reporting requirements
Black Water will assist the City in meeting its obligations to prepare and submit the UWUO reporting forms, as required under the Regulations to Make Conservation a California Way of Life. The objectives include the efficient use of water for:
Residential Indoor Use
Residential Outdoor Use
CIl Landscapes with DIMs
• Real Water Loss
CITY OF MERCED | CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS | 2 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 • If applicable, Bonus Incentive
• If applicable, variances and temporary provisions
The completed UWUO reports and certification statements will be submitted to DWR by January 1 of each year, as shown in Table 2.
Table 2 - UWUO Deliverables
No. Report Year Reporting Period Due Date
1 FY 2025-2026 July 1, 2025 - June 30, 2026 January 1, 2027 2 FY 2026-2027 July 1, 2026 - June 30, 2027 January 1, 2028 3 FY 2027-2028 July 1, 2027 - June 3,0, 2028 January 1, 2029 4 FY 2029-2030 July 1, 2028 - June 30, 2029 January 1, 2030 Black Water will support the City in completing all required components of the UWUO submittals. Work under this task includes:
• Reviewing the SWRB's Make Conservation a California Way of Life regulations and obtaining the latest UWUO reporting form.
• Coordinating with SWRCB and DWR.
• Completing the UWUO reporting form in accordance with the regulatory requirements and assisting the City with the certification statement process. • Incorporating LAM data into its 2030 UWUO reporting form. • Submitting the final UWUO reporting form and certification statement through the Water Use Efficiency (WUEdata) Portal prior to January 1 of each reporting year.
Deliverables: 2026-2030 UWUO Reporting Forms (in Excel format) ESTIMATED FEE: $23,053
Task 6: Provide Compliance Support Recommendations (2026-2029) Each year, Black Water will review the City's Annual Water Supply and Demand Assessment (AWSDA) and UWUO results and provide recommendations to support compliance with applicable water use efficiency requirements and objectives. Black Water will identify areas where the City may need additional actions, improved data tracking, or operational adjustments to help meet current and future regulatory requirements. Work under this task includes:
• Reviewing AWSDA and UWUO results to identify potential compliance concerns, data gaps, or performance trends.
• Providing recommendations twice per year to support compliance with applicable State requirements and help the City meet its objectives.
• Preparing a summary memorandum or email outlining observations and recommended actions, as requested by the City.
Deliverables: Recommendation memorandum or email summary, as requested by the City.
CITY OF MERCED | CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS | 3 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 ESTIMATED FEE: $14,809
Task 7: Ongoing Support (Optional)
Upon request, Black Water can provide ongoing support to assist the City in maintaining its LAM data and compliance with requirements. The support will go over the following:
Update irrigated area total to reflect new or modified landscapes Incorporate newly installed DIMs
• Maintain and refine the CIl landscape inventory
Deliverables: Updated CIl Large Landscape Inventory (in Excel/GIS format) ESTIMATED FEE: TO BE DETERMINED
TOTAL ESTIMATED FEE: $97,268
Additional or excluded services may be provided upon request, per the current rate schedule.
CITY OF MERCED | CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS | 4 Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 BLACKÉ WATER
SCHEDULE
A project schedule highlighting the major tasks and milestones is provided below. This schedule assumes a Notice to Proceed on August 1, 2026.
Table 1 - Project Schedule
Task # Task Activity Start Date End Date
Agreement Effective Date August 1, 2026 January 31, 2030 1 Project Management, Administration, and Meetings
Kickoff Meeting August 10, 2026
Progress Meeting 1 January 26, 2027
Progress Meeting 2 June 1, 2027
Progress Meeting 3 June 1, 2028
Progress Meeting 4 June 1, 2029
Project Management and Administration August 1, 2026 January 31, 2030 2 Data Review and Coordination
Coordinate with Stakeholders August 1, 2026 August 31, 2026 Review Dataset and Methodology August 31, 2026 September 14, 2026 Prepare Exhibits September 14, 2026 September 30, 2026
3 CIl Large Landscape Inventory (CCR §973 Compliance)
Review Billing Accounts and Identify DIMs September 30, 2026 October 30, 2026 Validate and Refine Data October 30, 2026 December 31, 2026 Develop an Inventory of CIl Customers October 30, 2026 December 31, 2026 Identify Existing Cll Users June 30, 2027*
Landscape Area Quantification (CCR §969 Compliance)
Prepare TM January 1, 2027 March 31, 2027
Quantify Total Irrigated Area July 1, 2028*
5 Prepare UWUO Reporting Forms (2026-2030)
Information, Collection, Review June 30 July 31
Prepare Draft UWUO July 31 September 30
City Review Period September 30 October 31
Prepare Final UWUO October 31 December 31
Submit to DWR January 1
6 Provide Compliance Support Recommendations (2026-2030) Review AWSDA Results July 2 July 9
Provide Recommendations per AWSDA July 9 July 16
Prepare Summary July 16 July 23
MODESTO, CA FRESNO, CA PO687
www.blackwater-eng.com
Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 Review UWUO Results January 2 January 9
Provide Recommendations per UWUO January 9 January 16
Results
Prepare Summary January 16 January 23
E7 Ongoing Support (Optional)
Maintain CIl Landscape Inventory July 1, 2028 December 31, 2029 *Black Water will ensure that all key regulatory milestones identified in Table 2 are met.
Table 2 - Key Regulatory Milestones
Timeline Description
January 2, 2026 The City received its CII-LAM-LUCD dataset from DWR.
January 9, 2026 The City received an invitation from Eagle Aerial Solutions to register for the CalWEP LAM Explorer platform, which provides GIS-based access to LAM data and 2020 Hexagon imagery.
June 30, 2027 Per CCR Title 23, Section 973(a)(1):
By June 30, 2027, the City shall identify all existing Cll water users associated with large landscapes.
June 30, 2028 Per CCR Title 23, Section 969(a)(1):
Through June 30, 2028, the City's budget for ClI DIMs shall be the City's actual deliveries associated with landscape irrigation reported to the State pursuant to the Health and Safety Code section 116530.
July 1, 2028 Per CCR Title 23 Section 969(b)(2):
No later than July 1, 2028, the City shall quantify the measured total square footage of irrigated area of Cil landscapes with DiMs and substantiate how that area was quantified.
January 1, 2030 Per UWUO Guidance (September 2025):
LAM data is expected to be incorporated into UWUO reporting for compliance with efficiency-based water use objectives.
Ongoing The City shall maintain the irrigated area totats and include new landscapes with DIM installations.
CITY OF MERCED | CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS | 2
CITY OF MERCED
BLACKÉ WATER CII-LAM-LUCD & 2026-2030 UWUO REPORTING FORMS CONSULTING ENGINEERS 23-Ju1-26
Fee Proposal
Level of Effort
BLACK § WATER Totals
Billing Rates $/hr 302 156 155
Assistant Engineer Black Water Black Water Other Direct Engineer Admin Total Hours Costs Total Fee
Task Activity Principal Manager
Project Management, Administration, and Meetings $734
1.1 Kickoff Meeting
$2,030
1.2 1.3 Pres anagement and Administrations. $9,923 $14 425 Task 1 Total 87,266 $9,923 $17,189
Data Reviow and Coordination
2.1 $1,258 $1,258
-
2.2 Cover Diat and Memori gy $5,944 $5,944
23 Prepare Exhibits $2,037 $2,037
Task 2 Total $9,239 $9,239
CIl Large Landscape Inventory (CCR 5973 Compliance)
3.1 Review Billing Accounts and Identity DIMs $8,444| $8,444
3.2 Validate and Refine Data 40 $14,086 $14,086
Develop an Inventory of Cll Customers 10N- $3,000 $3,000
3.3 0 N $1,289 so $1.289
3.4 Identity Existing Cll Users $26,819
Task 3 Total 70 $26,819
Landscapo Aroa Quantification (CCR §969 Compliance) $4,870l $4.870
4.1 Prepare TM $1,289 $1,289
4.2 Quantify Total Irrigated Area $6.159
Task 4 Total $6,159 sol
Prepare UWUO Reporting Forms (2026-2030) 57,173| Sol $7,173
5.1 Information, Collection, and Review $o $14,152
5.2 Preparation of UWUO $14,152
5.3 Submittal and Coordination with DWR $1,728 551 038
Task 5 Total $23,053
Provide Compliance Support Recommendations (2026-2029) $4,518| $4,518
6.1 Review Results $3,498
6.2 Provide Recommendations $3,498
6.3 Prepare Summary $6,793 $6.793
Task 6 Total $14,809 $14.809
TOTALS 35 176 104 428 $87,345 $9,923l 597,268
TOTAL FEE $97,268
Notes:
1. All scope items and associated fees are based on the best approximation we can make given the current level of information we have.
3. Cyber haily i surance are stimated bast on the our any anuel prelim 3283 for he pret perfod rom August 1, 2026 through Januay 31, 2030.J 7/23/2026
Docusign Envelope ID: 23A0A582-03E4-820E-8241-0787B3A07E66 BLACKÉ WATER
CONSULTING ENGINEERS
2026 Rate Schedule
ENGINEERING: Hourly Rate
ENGINEERING INTERN $118.00
ENGINEER TECHNICIAN $181.00
ASSISTANT ENGINEER $193.00
ASSOCIATE ENGINEER $239.00
ASSISTANT PROJECT MANAGER $239.00
PROJECT MANAGER $275.00
DIRECTOR OF ENGINEERING $302.00
PRINCIPAL $302.00
TECHNICAL STAFF:
CAD TECHNICIAN $155.00
SENIOR CAD TECHNICIAN $178.00
SENIOR CAD DESIGNER $213.00
FIELD SERVICES:
CONSTRUCTION INTERN $118.00
CONSTRUCTION ENGINEER $222.00
CONSTRUCTION MANAGER $275.00
ADMINISTRATION:
ADMINISTRATION I $118.00
ADMINISTRATION II $155.00
PROJECT COORDINATOR $181.00
EXPERT WITNESS: $392.00
DIRECT COSTS: COST PLUS 10 PERCENT
SUBCONSULTANTS: COST PLUS 10 PERCENT
MILEAGE: IRS RATE
The above rate schedule is subject to adjustment on July 1, 2026.
MODESTO | FRESNO | SAN DIEGO
www.blackwater-eng.com