Item No. 11
AGENDA REPORT
DATE: December 8, 2025
TO: Honorable Mayor and City Council
FROM: Fermin Preciado, Director of Development Services/City Engineer Benjamin J. Matlock, Deputy Director of Community Development/City Planner SUBJECT: Contract Amendment No. 1 — Planning Staffing Services RECOMMENDATION:
That the City Council authorize the Interim City Manager to execute Contract Amendment No. 1 with Michael Baker International, increasing their contract by $75,000 for a total not to exceed amount of $150,000 to provide contract planning staff services.
BACKGROUND/DISCUSSION:
The City's Planning Division consists of 6 full-time positions, including a Community Development Director (vacant since 2019), a Deputy Director, two Associate Planners, a Land Use Permit Technician, and an Administrative Assistant. Towards the end of summer 2025, the Planning Division had two vacancies occur — one that was planned, an Associate Planner that went on maternity leave, and one that was unplanned when an Associate Planner moved away and resigned.
To ensure continuity, staff reached out to several firms that provide planning services staffing support to manage the City's workload. Michael Baker International was able to quickly provide a qualified contract planner, and a contract was executed on August 4, 2025, pursuant to the Purchasing Policy.
However, maintaining adequate staff support until the Associate Planner returns from maternity leave is necessary to ensure appropriate level of service to the community. This continuity is recommended to be provided by the continued contract service. Therefore, a contract amendment is proposed that would allow for the continued staffing resource until the Associate Planner returns from maternity leave.
FISCAL IMPACT:
The recommendation results in an increased cost of $75,000 which is included in FY 2026 Budget through vacant authorized positions.
Attachment(s):
1. Amendment No. 1 - Michael Baker International
Approved by:
ATTACHMENT 1
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF AMENDMENT NO. 1 TO "PROFESSIONAL SERVICES AGREEMENT FOR PROFESSIONAL SERVICES"
THIS AMENDMENT, made and entered into this 4'b day of August 2025, by and between Michael Baker, hereinafter called "CONSULTANT," and City of Yucaipa, a municipal corporation, hereinafter called "City,"
NOW, THEREFORE, CONSULTANT and CITY mutually agree as follows:
Subject to the terms and conditions of the original agreement dated August 4, 2025, between subject CONSULTANT and the City of Yucaipa, Amendment No. 1 to the original agreement shall be as follows for the additional contract design services.
Original Agreement Amount $ 75,000
Amendment No. 1 $ 75,000
Revised Agreement Amount $ 150,000.00
CITY Fee and Payment Thereof
The CITY will pay the CONSULTANT for services rendered in the total amount NOT TO EXCEED $150,000.00. This payment covers additional work for the contract planner services, including providing services at the front counter and processing both current planning entitlements of varying complexities and plan checks.
IN WITNESS WHEREOF, the parties hereto have executed this agreement on date indicated below.
CONSULTANT: CITY OF YUCAIPA
A Municipal Corporation
,—Signed by:
F y+l,t,A,q, bVu. a, 11/14/2025
'101 Fite gfInternational, Inc.
ATTEST:
Ana V. Sauseda, MMC Director of
General Services / City Clerk
Steven Graham Pacifico, City Attorney
Jennifer Crawford, Interim City Date
Manager
Signed by:
Philp U tt
6cDD233O O2c4CQ...
Phillip White, Director of Finance Date
11/20/2025
Signed by:
t,vtwit& Prt44.e
Fermtn"UuD13reiado, Director of 11 / 18/2025
Development Services / City Engineer Date
"—Signed by:
buit Atq,d(,L 11/17/2025
`T'eMnillttbeputy Director of Date
Community Development / City Planner
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF
PROFESSIONAL SERVICES AGREEMENT
BY AND BETWEEN
THE CITY OF YUCAIPA
A CALIFORNIA MUNICIPAL CORPORATION
AND
MICHAEL BAKER INTERNATIONAL
CITY OF
fr4444WP
00091740.2
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF
PROFESSIONAL SERVICES AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF YUCAIPA AND MICHAEL BAKER INTERNATIONAL THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this 4th day of August, 2025 ("Effective Date"), by and between the CITY OF Yucaipa ("City"), a California municipal corporation and MICHAEL BAKER INTERNATIONAL, ("Consultant").
For the purposes of this Agreement, City and Consultant are sometimes hereinafter referred to as "Party" and hereinafter collectively referred to as the "Parties."
RECITALS
1. City has sought by direct contract the performance of Professional Services defined and described particularly in Section 2, "Scope of Services and Schedule of Performance" of this Agreement.
2. Consultant was selected by City to perform those services.
3. Consultant was selected by City on the basis of Consultant's demonstrated competence and the professional qualifications necessary for the satisfactory performance of the services required.
4. City has authority to enter into this Agreement and the City Manager has authority to execute this Agreement.
5. The Parties desire to formalize the selection of Consultant for performance of those services defined and described particularly in Section 2 "Scope of Services" of this Agreement and desire that the terms of that performance be as particularly defined and described herein.
OPERATIVE PROVISIONS
NOW, THEREFORE, for and in consideration of the mutual promises and covenants made by the Parties and contained herein and other consideration, the value and adequacy of which are hereby acknowledged, the Parties agree as follows:
SECTION 1. TERM OF AGREEMENT
(a) Subject to the provisions of Section 21 "Termination of Agreement" of this Agreement, the Term of this Agreement is through June 30, 2026, commencing on Effective Date, unless otherwise extended by written agreement of the Parties. (b) The City Manager may, in his or her sole discretion, unilaterally exercise an option to extend the Agreement on a month -to -month basis following expiration on the same terms and conditions, including compensation as set forth in Section 4 "Compensation." 00091740.2 Page I 1
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF (c) Consultant acknowledges that the Agreement term may extend over multiple City fiscal years, and that work and compensation under this Agreement is contingent on the City Council appropriating funding for and authorizing such work and compensation for those fiscal years. This Agreement may be terminated by the City Manager at the end of a fiscal year when sufficient funding is not appropriated and authorized for the subsequent fiscal year. City is not obligated to pay Consultant for any amounts not duly appropriated and authorized by City Council.
SECTION 2. SCOPE OF SERVICES
Subject to this Agreement, all addendums and exhibits attached and incorporated hereto, Consultant agrees to perform the services and tasks set forth in Exhibit "A," "Scope of Services" (hereinafter, the "Services"), and the City agrees to retain and does hereby retain Consultant for the Services.
SECTION 3. ADDITIONAL SERVICES
Consultant shall not be compensated for any work rendered in connection with its performance of this Agreement that are in addition to or outside of the Services unless such additional services are authorized in advance and in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement. If and when such additional work is authorized, such additional work shall be deemed to be part of the Services.
SECTION 4. COMPENSATION
(a) Subject to any limitations set forth in this Agreement, City agrees to pay Consultant the amounts specified in Exhibit "B" "Compensation" and made a part of this Agreement by this reference. The total compensation, including reimbursement for actual expenses, shall not exceed $75,000 ("Not to Exceed Amount"), unless additional compensation is approved in writing in accordance with Section 25 "Administration and Implementation" or Section 27 "Amendment" of this Agreement.
(b) Payment to Consultant for work performed pursuant to this Agreement shall not be deemed to waive any defects in work performed by Consultant.
(c) If this Agreement is extended pursuant to Section 1 "Term of Agreement," the City shall pay the same rates specified in Exhibit `B" "Compensation." 00091740.2 Page 12
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF SECTION 5. METHOD OF PAYMENT AND INVOICING
(a) Payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 23, "Notices" hereof. Under no circumstances shall the total amount paid to Consultant under this Agreement exceed the City Manager's authority without approval by the City Council. (b) Consultant shall submit within 30 days of the end of each month a complete and accurate written itemized invoice for services performed and/or goods provided. The invoice must be in a format approved by City. In order to receive payment, Consultant shall submit to City an itemized invoice, on a monthly basis, for services performed pursuant to this Agreement. Each itemized invoice shall identify at the top of the first page, the Not to Exceed Amount (as set by Section 4(a) above), the total amount billed to date, the services rendered during the billing period, and the amount due for the statement invoice for which reimbursement is sought in the statement invoice. The invoice shall detail charges by the following categories: labor (by sub -category), travel, materials, equipment, supplies, and sub consultant contracts. Sub consultant charges shall be detailed by the following categories: labor, travel, materials, equipment and supplies. If the compensation set forth in Section 4(a) and Exhibit "B" include payment of labor on an hourly basis (as opposed to labor and materials being paid as a lump sum), the labor category in each invoice shall include detailed descriptions of tasks performed and the amount of time incurred for or allocated to that task. City shall independently review each invoice submitted by the Consultant to determine whether the work performed and expenses incurred are in compliance with the provisions of this Agreement. In the event that no charges or expenses are disputed, the invoice shall be approved and paid according to the terms set forth in subsection (c). In the event any charges or expenses are disputed by City, the original invoice shall be returned by City to Consultant for correction and resubmission. (c) Except as to any charges for work performed or expenses incurred by Consultant which are disputed by City, City will use its best efforts to cause Consultant to be paid within forty-five (45) days of receipt of Consultant's correct and undisputed invoice. (d) The Parties estimate that performance of this Agreement will be accomplished without an increase in the Not to Exceed Amount. Consultant shall notify the City in writing whenever it has reason to believe that the costs the Consultant expects to incur under this Agreement in the following sixty (60) days, when added to all costs previously incurred, will exceed eighty percent (80%) of the Not to Exceed Amount specified herein. As part of the notification, the Consultant shall provide the City with a revised estimate of the total cost of performing this Agreement. 00091740.2 Page 13
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF SECTION 6. INSPECTION AND FINAL ACCEPTANCE
City may inspect and accept or reject any of Consultant's work under this Agreement, either during performance or when completed. City shall reject or finally accept Consultant's work within sixty (60) days after submitted to City. City shall reject work by a timely written explanation, otherwise Consultant's work shall be deemed to have been accepted. City's acceptance shall be conclusive as to such work except with respect to latent defects, fraud and such gross mistakes as amount to fraud. Acceptance of any of Consultant's work by City shall not constitute a waiver of any of the provisions of this Agreement including, but not limited to, Section 17 "Indemnification" and Section 18 "Insurance."
SECTION 7. OWNERSHIP OF DOCUMENTS
All original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement shall become the sole property of City and may be used, reused or otherwise disposed of by City without the permission of the Consultant. Upon completion, expiration or termination of this Agreement, Consultant shall turn over to City all such original maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files and other documents.
If and to the extent that City utilizes for any purpose not related to this Agreement any maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents prepared, developed or discovered by Consultant in the course of providing the Services pursuant to this Agreement, Consultant's guarantees and warranties in Section 11 "Standard of Performance" of this Agreement shall not extend to such use of the maps, models, designs, drawings, photographs, studies, surveys, reports, data, notes, computer files, files or other documents.
SECTION 8. INTELLECTUAL PROPERTY RIGHTS ASSIGNMENT
For no additional compensation, Consultant hereby assigns to City all of Consultant's rights, title, and interest in and to the content of all deliverable materials created by Consultant or its employees, agents, or sub consultants, including copyrights, in connection with the Services performed under this Agreement. Consultant shall promptly execute and deliver, and shall cause its employees, agents, and sub consultants to promptly execute and deliver, upon request by the City or any of its successors or assigns at any time and without further compensation of any kind, any power of attorney, assignment, application for copyright, patent, trademark or other intellectual property right protection, or other papers or instruments which may be necessary or desirable to fully secure, perfect or otherwise protect to or for the City, its successors and assigns, all right, title and interest in and to the content of the deliverable materials. For purposes of this section deliverable materials includes all works, tangible or not, created under this Agreement 00091740.2 Page 14
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF including, without limitation, documents, material, data, reports, manuals, specifications, artwork, drawings, sketches, computer programs and databases, schematics, photographs, video and audiovisual recordings, sound recordings, marks, logos, graphic designs, notes, website, domain names, inventions, processes, formulas matters and combinations thereof, and all forms of intellectual property. The provisions of this paragraph are binding on the successors, assigns and heirs of Consultant and shall survive the termination of Consultant's Services under this Agreement.
SECTION 9. CONSULTANT'S BOOKS AND RECORDS
(a) Consultant shall maintain any and all documents and records demonstrating or relating to Consultant's performance of the Services. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, or other documents or records evidencing or relating to work, services, expenditures and disbursements charged to City pursuant to this Agreement. Any and all such documents or records shall be maintained in accordance with generally accepted accounting principles and shall be sufficiently complete and detailed so as to permit an accurate evaluation of the Services provided by Consultant pursuant to this Agreement. Any and all such documents or records shall be maintained for three (3) years from the date of execution of this Agreement and to the extent required by laws relating to audits of public agencies and their expenditures. (b) Any and all records or documents required to be maintained pursuant to this section shall be made available for inspection, audit and copying, at any time during regular business hours, upon request by City or its designated representative. Copies of such documents or records shall be provided directly to the City for inspection, audit and copying when it is practical to do so; otherwise, unless an alternative is mutually agreed upon, such documents and records shall be made available at Consultant's address indicated for receipt of notices, "Section 23," of this Agreement.
(c) Where City has reason to believe that any of the documents or records required to be maintained pursuant to this section may be lost or discarded due to dissolution or termination of Consultant's business, City may, by written request, require that custody of such documents or records be given to the City. Access to such documents and records shall be granted to City, as well as to its successors in interest and authorized representatives.
SECTION 10. INDEPENDENT CONTRACTOR
(a) Consultant is and shall at all times remain a wholly independent contractor and not an officer, employee or agent of City. Consultant shall have no authority to bind City in any manner, nor to incur any obligation, debt or liability of any kind on behalf of or against City, whether by contract or otherwise, unless such authority is expressly conferred under 00091740.2 Page 15
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF this Agreement or is otherwise expressly conferred in writing by City. (b) The personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant's exclusive direction and control. Neither City, nor any elected or appointed boards, officers, officials, employees or agents of City, shall have control over the conduct of Consultant or any of Consultant's officers, employees, sub consultants or agents except as set forth in this Agreement. Consultant shall not at any time or in any manner represent that Consultant or any of Consultant's officers, employees, or agents are in any manner officials, officers, employees or agents of City. (c) Neither Consultant, nor any of Consultant's officers, employees or agents, shall obtain any rights to retirement, health care, workers' compensation, disability, or any other benefits which may otherwise accrue to City's employees. Consultant expressly waives any claim Consultant may have to any such rights.
SECTION 11. STANDARD OF PERFORMANCE
Consultant represents and warrants that it has the qualifications, experience and facilities necessary to properly perform the Services required under this Agreement in a thorough, competent and professional manner. Consultant shall at all times faithfully, competently and to the best of its ability, experience and talent, perform all Services. In meeting its obligations under this Agreement, Consultant shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to the Services required of Consultant under this Agreement, and shall use such skill, prudence, and diligence as other members of Consultant's profession commonly possess and exercise. In addition to the general standards of performance set forth this section, additional specific standards of performance and performance criteria may be set forth in Exhibit "A" "Scope of Services" that shall also be applicable to Consultant's work under this Agreement. Where there is a conflict between a general and a specific standard of performance or performance criteria, the specific standard or criteria shall prevail over the general.
SECTION 12. COMPLIANCE WITH APPLICABLE LAWS; PERMITS AND LICENSES Consultant shall keep itself informed of and comply with all applicable federal, state and local laws, statutes, codes, ordinances, regulations and rules in effect during the term of this Agreement. Consultant shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. Consultant represents and warrants that Consultant has obtained or shall promptly obtain all necessary licenses to perform the Services set forth in this Agreement and that such licenses are in good standing, including but not limited to obtaining a City business license. Consultant further represents and warrants that the services provided herein shall conform to all ordinances, policies and practices of the City. Neither City, nor any elected or appointed 00091740.2 Page 16
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF boards, officers, officials, employees or agents of City, shall be liable, at law or in equity, as a result of any failure of Consultant to comply with this section.
SECTION 13. PREVAILING WAGE LAWS
Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects. To the extent applicable, Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless form any claim or liability arising out of any failure or alleged failure of Consultant to comply with the Prevailing Wage Laws.
SECTION 14. NONDISCRIMINATION
Consultant and subconsultants shall not unlawfully discriminate, harass, or allow harassment against any person because of sex, sexual orientation, gender, gender identity, gender expression, reproductive health decision -making, race, color, religious creed, marital status, ancestry, national origin, medical condition, genetic information, age, disability (mental and physical), or military or veteran status in connection with or related to the performance of this Agreement. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, § 12900 et seq.) and the applicable regulations promulgated thereunder (Cal. Code of Regs, tit. 2, § 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, § 12990 (a)- (f), are incorporated into this Agreement by reference and made a part hereof as set for in full (Cal.
Code of Regs, tit. 2, § 7285.0, et seq.). Consultant shall include the non-discrimination and compliance provisions of this section in all subcontracts to perform work under this Agreement.
SECTION 15. CONFLICTS OF INTEREST
(a) Consultant covenants that neither it, nor any officer or principal of its firm, has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests of City or which would in any way hinder Consultant's performance of the Services. Consultant further covenants that in the performance of this Agreement, no person having any such interest shall be employed by it as an officer, employee, agent or subcontractor without the express written consent of the City Manager. Consultant agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City in the performance of this Agreement. (b) City understands and acknowledges that Consultant is, as of the date of execution of this Agreement, independently involved in the performance of non -related services for other governmental agencies and private parties. Consultant is unaware of any stated position of 00091740.2 Page 17
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF City relative to such projects. Any future position of City on such projects shall not be considered a conflict of interest for purposes of this section. (c) City understands and acknowledges that Consultant will, perform non -related services for other governmental agencies and private parties following the completion of the Services under this Agreement. Any such future service shall not be considered a conflict of interest for purposes of this section.
SECTION 16. CONFIDENTIAL INFORMATION; RELEASE OF INFORMATION (a) All information gained or work product produced by Consultant in performance of this Agreement shall be considered confidential, unless such information is in the public domain or already known to Consultant. Consultant shall not release or disclose any such information or work product to persons or entities other than City without prior written authorization from the City Manager, except as may be required by law. (b) Consultant, its officers, employees, agents or sub consultants, shall not, without prior written authorization from the City Manager or unless requested by the City Attorney of City, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the work performed under this Agreement. Response to a subpoena or court order shall not be considered "voluntary" provided Consultant gives City notice of such court order or subpoena. (c) If Consultant, or any officer, employee, agent or sub consultant of Consultant, provides any information or work product in violation of this Agreement, then City shall have the right to reimbursement and indemnity from Consultant for any damages, costs and fees, including attorney's fees, caused by or incurred as a result of Consultant's conduct. (d) 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 thereunder. City retains the right, but has no obligation, to represent Consultant 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, this right to review any such response does not imply or mean the right by City to control, direct, or rewrite said response.
SECTION 17. INDEMNIFICATION
(a) To the fullest extent permitted by law, Consultant shall indemnify, protect, defend (with legal counsel reasonably selected by the City) and hold harmless City and any and all of its elected and appointed officials, officers, employees, representatives and agents 00091740.2 Page 8
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF ("Indemnified Parties") from and against any and all claims, actions and proceedings (whether at law or equity, administrative or judicial), demands, orders, judgments, losses, injuries (including, without limitation, injury to or death of an employee of Consultant or sub consultants), liabilities of every kind (including, without limitation, incidental and consequential damages, court costs, and litigation expenses, and fees of expert consultants or expert witnesses incurred in connection therewith and cost of investigation), damages, costs and expenses, including attorney's fees and costs, (collectively "Claims") that arise out of, pertain to, or relate to, directly or indirectly, in whole or in part performance of Services by Consultant, its officers, agents, employees, representatives, sub consultants, anyone directly or indirectly employed by any of them, or anyone that they control.
Consultant's duty to indemnify, protect, defend and hold harmless Indemnified Parties, shall not include any Claims resulting from the sole negligence or willful misconduct of the Indemnified Parties.
(b) Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section from each and every sub consultant, subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement naming the Indemnified Parties as additional indemnitees.
In the event Consultant fails to obtain such indemnity obligations from others as required here, Consultant agrees to be fully responsible according to the terms of this section.
Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth herein is binding on the successors, assigns or heirs of Consultant and shall survive the termination of this Agreement and this section.
SECTION 18. INSURANCE
Consultant agrees to obtain and maintain in full force and effect during the Term of this Agreement the insurance policies set forth in Exhibit "C" "Insurance" and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content.
These requirements are subject to amendment or waiver if so approved in writing by the City Manager. Consultant agrees to provide City with copies of required policies upon request.
SECTION 19. ASSIGNMENT
The expertise and experience of Consultant are material considerations for this Agreement.
City has an interest in the qualifications and capability of the persons and entities who will fulfill the duties and obligations imposed upon Consultant under this Agreement. In recognition of that interest, Consultant shall not assign or transfer this Agreement or any portion of this Agreement or the performance of any of Consultant's duties or obligations under this Agreement without the prior written consent of the City, which may be given in the sole and absolute discretion of the City Manager. Any attempted assignment shall be ineffective, null and void, and shall constitute 00091740.2 Page 19
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF a material breach of this Agreement entitling City to any and all remedies at law or in equity, including termination of this Agreement pursuant to Section 21 "Termination of Agreement." City acknowledges, however, that Consultant, in the performance of its duties pursuant to this Agreement, may utilize sub consultants.
If in the performance of its duties Consultant utilizes sub consultants or subcontractors, Consultant covenants that subcontracts, if any, shall contain a provision making sub consultants or subcontractors subject to all provisions stipulated in this Agreement, including without limitation, the insurance obligations set forth in Section 18 "Insurance." The Consultant acknowledges and agrees that the City is an intended beneficiary of any work performedby any sub consultant or subcontractor for purposes of establishing a duty of care between any sub consultant or subcontractor and the City.
SECTION 20. CONTINUITY OF PERSONNEL
Consultant shall make every reasonable effort to maintain the stability and continuity of Consultant's staff and subcontractors / sub consultants, if any, assigned to perform the Services.
Consultant shall notify City of any changes in Consultant's staff and subcontractors/sub consultants, if any, assigned to perform the Services prior to and during any such performance.
SECTION 21. TERMINATION OF AGREEMENT
(a) City may terminate this Agreement in its sole and absolute discretion, with or without cause, at any time by giving written notice of termination to Consultant. In the event such notice is given, Consultant shall cease immediately all work in progress. (b) Consultant may terminate this Agreement for cause at any time upon thirty (30) days written notice of termination to City.
(c) If either Consultant or City fail to perform any material obligation under this Agreement, then, in addition to any other remedies, either Consultant, or City may terminate this Agreement immediately upon written notice.
(d) Upon termination of this Agreement by either Consultant or City, all property belonging exclusively to City which is in Consultant's possession shall be returned to City. Consultant shall furnish to City a final invoice for work performed and expenses incurred by Consultant, prepared as set forth in Section 5 "Method of Payment and Invoicing" of this Agreement. This final invoice shall be reviewed and paid in the same manner as set forth in Section 5 "Method of Payment and Invoicing" of this Agreement. (e) Upon written notice, City may suspend all or any portion of Consultant's performance under this Agreement at its sole option and for its convenience for a reasonable period of time not to exceed six (6) months. City will pay to Consultant a sum equivalent to the reasonable value of the services satisfactorily provided up to the date of suspension. City 00091740.2 Page 110
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF may rescind the suspension prior to or at six (6) months by providing Consultant with written notice of the rescission, at which time Consultant would be required to resume performance in compliance with the terms and provisions of this Agreement. Consultant will be entitled to an extension of time to complete performance under this Agreement equal to the length of the suspension unless otherwise agreed to in writing by the Parties.
SECTION 22. EXCUSABLE DELAYS
Neither Party shall be liable for damages, including liquidated damages, if any, caused by delay in performance or failure to perform due to causes beyond the control of either Party. Such causes include, but are not limited to, acts of God, acts of the public enemy, acts of federal, state or local governments, acts of City, court orders, fires, floods, epidemics, strikes, embargoes, and unusually severe weather. The term and price of this Agreement shall be equitably adjusted for any delays due to such causes.
SECTION 23. NOTICES.
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by telecopier or certified mail, postage prepaid and return receipt requested, addressed as follows:
To City:
To Consultant:
City of Yucaipa
Attn: Benjamin Matlock, Deputy Director of
Community Development / City Planner
34272 Yucaipa Boulevard
Yucaipa, CA. 92399
Michael Baker International
Attn: Fareeha Kibriya
3760 Kilroy Airport Way, Suite 270
Long Beach, CA. 90806
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile or, if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
SECTION 24. AUTHORITY TO EXECUTE.
The person or persons executing this Agreement on behalf of Consultant represents and warrants that he/she/they has/have the authority to so execute this Agreement and to bind Consultant to the performance of its obligations hereunder. 00091740.2 Page 111
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF SECTION 25. ADMINISTRATION AND IMPLEMENTATION.
This Agreement shall be administered and executed by the City Manager or his or her designated representative. The City Manager shall have the authority to issue interpretations and to make amendments to this Agreement, including amendments that commit additional funds, consistent with Section 27 "Amendment" and the City Manager's contracting authority under the Yucaipa Municipal Code.
SECTION 26. BINDING EFFECT.
This Agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the Parties.
SECTION 27. AMENDMENT.
No amendment to or modification of this Agreement shall be valid unless made in writing and approved by Consultant and by City. The City Manager shall have the authority to approve any amendment to this Agreement if the total compensation under this Agreement, as amended, would not exceed the City Manager's contracting authority. All other amendments shall be approved by the City Council. The Parties agree that the requirement for written modifications cannot be waived and that any attempted waiver shall be void.
SECTION 28. WAIVER.
Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision nor a waiver of any subsequent breach or violation of any provision of this Agreement.
Acceptance by City of any work or services by Consultant shall not constitute a waiver of any of the provisions of this Agreement.
SECTION 29. LAW TO GOVERN; VENUE.
This Agreement shall be interpreted, construed and governed according to the laws of the State of California. In the event of litigation between the Parties, venue in state trial courts shall lie exclusively in the County of San Bernardino, California. In the event of litigation in a U.S.
District Court, venue shall lie exclusively in the Central District of California, in San Bernardino.
SECTION 30. ATTORNEY'S FEES, COSTS AND EXPENSES.
In the event litigation or other proceeding is required to enforce or interpret any provision of this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to an award of reasonable attorney's fees, costs and expenses, in addition to any other relief to which it may be entitled.
00091740.2 Page 112
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF SECTION 31. ENTIRE AGREEMENT.
This Agreement, including the attached exhibits and addendums, along with any amendments thereto, is the entire, complete, final and exclusive expression of the Parties with respect to the matters addressed therein and supersedes all other agreements or understandings, whether oral or written, or entered into between Consultant and City prior to the execution of this Agreement. No statements, representations or other agreements, whether oral or written, made by any Party which are not embodied herein shall be valid and binding.
SECTION 32. SEVERABILITY.
If any term, condition or covenant of this Agreement is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this Agreement shall not be affected thereby and the Agreement shall be read and construed without the invalid, void or unenforceable provision(s).
SECTION 33. INCORPORATION AND CONFLICTING TERMS.
(a) The following documents are incorporated and made part of this Agreement by this reference:
1. All exhibits and addendums
2. All amendments
3. Consultant's proposal, if any
4. Any laws, regulations, requirements, or restrictions, applicable to the funding source used by City to pay Consultant for any portion of work done under Agreement ("Funding Restrictions")
(b) The documents listed above shall be referred to collectively as the "Agreement Documents." The Agreement Documents are intended to be complementary, and a requirement in one Document is effective as if it appeared in all the Documents. In the event of a conflict between any of the Agreement Documents, the Documents shall be given effect in the following order: Funding Restrictions, Amendments (most recent first), this Agreement, Insurance requirements, exhibits and addendums, and Consultant's proposal. Where the requirements of one Document are more stringent then another the more stringent shall govern.
SECTION 34. TIME OF THE ESSENCE.
Time is of the essence for each and every provision of this Agreement. 00091740.2 Page 113
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF
PROFESSIONAL SERVICES AGREEMENT
FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF YUCAIPA AND MICHAEL BAKER INTERNATIONAL IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date and year first -above written.
CITY OF YUCAIPA
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Signed by:
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Benjamin Matlock, Deputy Director of
Community Development /City Planner
Signed by:
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Fermin G. Preciado, Director of
Development Services / City Engineer
"—Signed by:
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Jennifer Crawford, Interim City Manager
CONSULTANT
By:
Signed by:
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Its: Vice President
00091740.2
Signature Page
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF EXHIBIT "A"
SCOPE OF SERVICES
[See Attached Proposal]
00091740.2
Exhibit A — Scope of Services
Page I 1
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF EXHIBIT "B"
COMPENSATION
Compensation for the Services shall not exceed $75,000 ("Not to Exceed Amount") [See Attached Proposal[
00091740.2
Exhibit B — Compensation
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF EXHIBIT "C"
INSURANCE
(A) INSURANCE REQUIREMENTS. Consultant shall provide and maintain insurance, acceptable to the City, in full force and effect throughout the Term of this Agreement, against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services by Consultant, its agents, representatives or employees.
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII. Consultant shall provide the following scope and limits of insurance:
1. MINIMUM SCOPE OF INSURANCE. Consultant shall maintain the following types and limits of insurance.
2. MINIMUM LIMITS OF INSURANCE.
GENERAL LIABILITY INSURANCE. 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 $2,000,000 per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted.
AUTOMOBILE LIABILITY INSURANCE. Consultant shall maintain automobile liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Consultant arising out of or in connection with Services to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than $1,000,000 combined single limit for each accident.
PROFESSIONAL LIABILITY (ERRORS & OMISSIONS) INSURANCE. Consultant shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of $2,000,000 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 (3) years after completion of the services required by this Agreement.
WORKERS' COMPENSATION INSURANCE. Consultant shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability Insurance (with limits of at least $1,000,000 per accident or disease). 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.
UMBRELLA OR EXCESS LIABILITY INSURANCE. [Optional depending on limits required]. As an option to meet the limits of insurance required by this Agreement, Consultant may obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages 00091740.2
Exhibit C — Insurance
Page I 1
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions:
• A drop -down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason;
• Pay on behalf of wording as opposed to reimbursement; • Concurrency of effective dates with primary policies; • Policies shall "follow form" to the underlying primary policies; and • Insureds under primary policies shall also be insureds under the umbrella or excess policies.
(B) OTHER PROVISIONS. Each insurance policy required by this Agreement shall be endorsed and state the coverage shall not be suspended, voided, cancelled by the insurer or either Party to this Agreement, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to City. (C) OTHER REQUIREMENTS. Consultant agrees to deposit with City, at or before the effective date of this Agreement, certificates of insurance necessary to satisfy City that the insurance provisions of this contract have been complied with. The City Attorney may require that Consultant furnish City with copies of original endorsements effecting coverage required by this Section. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. City reserves the right to inspect complete, certified copies of all required insurance policies, at any time.
1. Upon request from the City, Consultant shall furnish certificates and endorsements from each subcontractor identical to those Consultant provides.
2. Any deductibles or self -insured retentions must be declared to and approved by City. At the option of City, either the insurer shall reduce or eliminate such deductibles or self -insured retentions as respects City or its respective elected or appointed officers, officials, employees and volunteers or the Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, defense expenses and claims.
3. The procuring of such required policy or policies of insurance shall not be construed to limit Consultant's liability hereunder nor to fulfill the indemnification provisions and requirements of this Agreement.
4. Coverage provided by Consultant shall be primary and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance.
Any umbrella or excess insurance shall contain or be endorsed to 00091740.2
Exhibit C — Insurance
Page2
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect it as a named insured.
5. All insurance coverage maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against City, its elected or appointed officers, agents, officials, employees and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its sub consultants.
6. General liability policies shall provide or be endorsed to provide that City and its officers, officials, employees, and agents, and volunteers shall be additional insureds under such policies. This provision shall also apply to any excess/umbrella liability policies.
00091740.2
Exhibit C — Insurance
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF Michael Baker
INTERNATIONAL
August 4, 2025
Benjamin Matlock
Deputy Director of Community Development/City Planner
Yucaipa, California
(909) 797-2489
RE: Proposal for Contract Planner Services
We Make A Difference
Dear Mr. Matlock,
Michael Baker International, Inc. (Michael Baker) is pleased to submit this proposal to assist the City of Yucaipa by providing Contract Planning Services. Through our broad and varied experience providing assistance over multiple jurisdictions, we have developed a unique perspective on how to deliver these services efficiently. We value that perspective and use it to make a difference within the communities we serve; we go where we are needed, helping cities deal with the ebb and flow of workloads and priorities, all while maintaining our commitment to provide exceptional customer service.
Our team has access to the technical resources and support of Michael Baker's 4,500+ person organization, and we will draw on those resources as necessary in our service delivery.
Scope of Services:
We understand that the City of Yucaipa is requesting Contract Planner services for a period of 7 months or more. This position would mainly provide services at the front counter and assist with processing both current planning entitlements of varying complexities and plan checks. Michael Baker will provide an Associate Planner who can provide the following tasks:
• Review, analyze and process discretionary cases consistent with City codes, policies and standards.
• Respond to planning inquiries in a timely fashion, by phone or email. • Prepare environmental analysis, including, but not limited to, Initial Studies and Negative Declarations, as required by the California Environmental Quality Act (CEQA). • Prepare and file Notice of Determination (NOD) Notice of Exemption (NOE). • Provide Plan check services
• Route plans to City departments; consolidate comments; and present recommendations and revisions to the applicant.
• Serve as case planner on entitlements of varying complexity. • Prepare or update visual documents such as policy manuals, customer handouts, or FAQ's. • Meet and/or teleconference with staff and/or the applicant as necessary to identify and discuss critical items and develop workable solutions, as necessary. • Prepare staff reports, for consideration and action by the appropriate decision -making bodies. • Prepare resolutions and/or ordinances related to proposed development projects. • Prepare and coordinate the posting, publication and mailing of all required public notices. • Perform other related duties as assigned by the City Planner.
Key Staff:
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF • Aaron Lobliner- Department Manager
• Kenny Taylor -Associate Planner
Kenny would serve the City in -person for 36 hours per week. Kenny's resume is included below:
Michael Baker
INTERNATIONAL
Docusign Envelope ID: 1E040D18-79C1-42CD-95DF-7563AC9ACBAF Kenny Taylor
Associate Planner
General Qualifications
Mr. Taylor is an accomplished planner with over 13 years of experience in the land use planning and development field. He has experience in both planning and code enforcement, at multiple jurisdictions. He excels in customer service, staff report writing, plan review, presentations to public hearing boards, entitlements, and permitting.
Experience
Associate Planner, City of Palm Desert. Served as case planner on numerous entitlements with roles including but not limited to reviewing projects for adherence to zoning code and general plan requirements, coordinating multidepartment review, and presenting to a decision making body in a public hearing. Projects included a new hotel, new retail building, and a new fitness center, and other administrative and conditional use permits. Also reviewed building and grading plans for adherence to city codes and design guidelines.
Associate Planner, County of Monterey. Served as a staff liaison with community groups in unincorporated areas of the county. Managed the preparation of environmental documents including Mitigated Negative Declarations and Environmental Impact Reports for residential, commercial, and industrial projects. Served as case planner on numerous entitlements requiring multi jurisdictional reviews, including reviews by Airport Land Use Commission and California Coastal Commission.
Years of experience 13
Degrees
B.A., Urban Planning,
Texas A&M
Contract Planner, City of Temecula. Served as case planner on entitlements including conditional use permits, parcel maps, zone changes, and design reviews. Reviewed ministerial applications such as building permits and business licenses for City zoning code requirements.
Planner I, County of Imperial. Provide courteous and expeditious customer service to the general public and City Department staff. Review of major, minor and OTC plan checks for consistency with the general plan and zoning code. Served as case planner on variances, lot mergers, and other entitlement applications. Also served the city as a code enforcement officer.
Michael Baker
INTERNATIONAL
Docusign Envelope ID: 1 E040D18-79C1-42CD-95DF-7563AC9ACBAF Pricing:
Kenny's hourly rate would be $140 per hour, in line with our rate sheet below. The hourly rates are fully burdened, and the City will only be billed for hours worked by our staff on -site at Yucaipa City Hall, or remotely as authorized by the City. The workload would consist of a combination of day-to-day services to fill staff vacancies, developer -funded (i.e., cost -recovery) projects, and long-range planning assistance funded with general plan maintenance fees. A discrete not -to -exceed budget would be established in the contract for this role. The cumulative cost for one Associate Planner offered for an approximate 7-month period beginning on August 18th and ending on March 19, 2026, would be approximately $151,200.
2025 RATE SHEET
Effective January 2025 through December 2025
Comprehensive Planning Services
Project Director/Advisor
Principal Planner
Senior Planner
Associate Planner
Assistant Planner
$225 - $350
$180 - $225
$140 - $180
$110 - $140
$100 - $110
Planning Technician $90 - $100
Rates are subject to a 3% annual increase.
If you have any questions regarding this proposal or wish to discuss any items, please contact Aaron Lobliner at 562-714-4079 or aaron.lobliner(a mbakerintl.com.
Sincerely,
Fareeha Kibriya, AICP, LEED AP Aaron Lobliner
Office ExecutiveNice President
Department Manager
Michael Baker
INTERNATIONAL