Barstow City Council
January 17, 2023

Facilities with multiple licenses must not commingle respective sales proceeds, and blend percentage rate of Gross Receipts.
d. Operator understands and agrees that the fees set forth above shall be paid in a manner and in accordance with a payment schedule set or modified by City. The cultivation, manufacturing, testing, distribution, and delivery space to which the fee applies is as identified on the attached floor plan.
e. If Operator makes any changes to the interior layout of the facility that increases the amount of space allocated to those uses to which the per-square- foot fee applies, Operator shall notify City of such changes at least fourteen (14) calendar days prior to making such changes, and the per-square-foot fee shall be modified accordingly. If Operator fails to give City notice as required herein, Operator shall be responsible for paying to City a per-square-foot fee based on any increase in the amount of space allocated to those uses to which the per-square- foot fee applies retroactive to the date the CCP became effective.

9. Cost Recovery Fee. In addition to the applicable application fees, community benefits payment, and City operating fees, Operator agrees to pay, and City shall assess to each Operator respective fees to recover City’s reasonable processing and monitoring costs (“CRF”) relating to Operator’s business upon issuance of Operator’s Manufacturing, Cultivation, Testing, Distribution, Non-Storefront Retailer Delivery, and Microbusiness Permits or any Additional Permits. CRF is separate and apart from any operating fees set forth in Article 8. Operator shall

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pay all such fees per the cannabis fee scheduled as adopted by the City Council by Resolution. a. Processing Fees. Processing fees for the Application are based upon the direct and indirect costs that City incurs in reviewing the Application. The processing fees for the Application shall be based only on costs that are reasonably necessary for processing the Application and implementing the Ordinance, including staff time, legal fees, and consultant fees.
b. Annual Regulatory and Monitoring Fees. Annual Regulatory and Monitoring fees for the Manufacturing, Cultivation and Distribution Permits are based upon the direct and indirect costs City incurs in confirming the use of the Premises in accordance with the municipal code, the Ordinance, this Agreement, and the Application.

The monitoring fees shall be based only on costs that are reasonably necessary for conducting these reviews.
c. Billing and Payment. The City may elect to bill the Operator the Initial CRF on the first day of the month following the Effective Date of this Agreement. Thereafter, City shall bill Operator, or Owner if Owner and Operator are the same entity, the CRF on the first day of each Quarter with an invoice providing the time spent by City and its representatives. Operator shall pay the CRF invoice within thirty (30) days of the invoice date.
d. Disputes. If Operator disagrees with the dollar amount provided by City on the CRF invoice, Operator may submit a written request before the disputed fee is due for a substitution of alternative CRF invoice to the City Manager. The written request must include supporting documentation. After review of the written request, Operator and City shall work, in good faith to resolve the dispute.

10. Additional Operator Obligations.
a. Reporting of Gross Receipts from Operations.
1) Quarterly Receipts. No later than three (3) months after execution of this Agreement, , and every three months thereafter, Operator shall deliver to City a report (the “Quarterly Report”) showing the following information for the cannabis business authorized under this Agreement: (i) Gross Receipts from operations for the immediate prior three months received by Operator, and a cumulative total of all amounts of Gross Receipts from Operations received by Operator for the calendar year, (ii) a calculation of the quarterly payment due to City for the prior three months, and (iii) a calculation of the cumulative total of all quarterly payments for the calendar year.
2) Statement of Receipts/Annual Audit. Each Operator shall keep complete, accurate and appropriate books and records of all receipts from all cannabis business operations in accordance with generally accepted accounting principles. For purposes herein, “books and records” shall mean all bookkeeping or

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accounting documents each Operator typically utilizes in managing its business operations relating to the Project. Such books and records, as well as all other relevant documents as the City Manager may reasonably require, shall, upon reasonable written notice, be open for inspection by City, its auditors, or other authorized representatives. If at any time during the term such books and records prove inadequate in the reasonable judgment of City to record the Gross Receipts from Operations as herein required, each Operator shall, upon the written request of the City, procure and maintain such books and records as shall be of a character and from adequate for such purpose. City shall have the right to audit and examine such books, records and documents and other relevant items in the possession of such Operator, on no less than an annual basis, or at any time upon reasonable request by the City, to the extent necessary for a proper determination of Gross Receipts from Operations, and all such books, records, documents and other items shall be held available for such audit and examination. The City’s audit shall be performed by a non-contingency fee independent auditor approved in advance by the City. Upon request by City, each Operator shall make all such books, records, and documents available to the City Manager, his designee, or to the City approved auditor, and provide removable copies thereof, within thirty (30) of the date of City’s request. Each Operator shall pay all costs of such audits. Each Operator shall preserve such books, records, documents, and other items in Barstow for a period of not less than one (1) years for the purpose of auditing or re-auditing these accounts upon reasonable notice; except that, if an audit is made within the sevenyear period and each Operator claims that errors or omissions have occurred, the books and records shall be retained and made available until those matters are resolved. City shall keep strictly confidential all statements of revenue furnished by each Operator and all other information concerning such Operator’s operation of the Premises obtained by City as a result of the inspection audit and examination privileges of City hereunder, except as otherwise required by law. If City receives a request for such information pursuant to the Public Records Act (California Government Code Section 6250, et seq.), City shall provide each Operator notice of any such request prior to disclosing any such information and afford such Operator the opportunity to obtain a protective order. Within seven (7) years after the receipt of any statement of receipts under this Agreement, City at any time shall be entitled to carry out an audit of such revenue either by City or agent to be designated by City. If it shall be determined as a result of such audit that there has been a deficiency in any payment due under this Agreement made on the basis of such statement, then such deficiency shall become immediately due and payable within thirty (30) days of such determination.
3) Copies of Tax Filings. Each Operator shall provide the City with courtesy copies of each and every CDTFA Quarterly report such Operator is required to provide to the California Department of Tax and Fee Administration for sales and use tax, Cannabis Excise Tax, and/or Cannabis Cultivation Tax, at the time such filings are made. This reporting obligation is imposed on the cannabis business Operator, or Owner if Owner and Operator are the same entity, and not on the Owner if the Owner is solely a landlord and not also a listed permittee or operator of the cannabis business.

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b. Future Revenue Mechanisms. During the term of this Agreement, if the City imposes (by Citizen Initiative or otherwise) an alternative revenue mechanism specifically related to cannabis operations (e.g., a cannabis tax), Operator and City agree to renegotiate in good faith the terms of this Agreement so as to conform the aggregate Public Benefit Fees and Operating Fees payable by an Operator with any alternative revenue mechanism approved by voters. As used in this section, “alternative revenue mechanism” does not include taxes, fees, or assessments levied on or collected from both cannabis and noncannabis operations.

11. Insurance and Indemnity.
a. Insurance. Each Operator shall require all persons doing work on the Project, including its contractors and subcontractors (“Contractors”)to obtain and maintain insurance of the types and in the amounts described in this section and its subsections with carriers reasonably satisfactory to City.
b. General Liability Insurance. Each Operator shall maintain commercial general liability insurance or equivalent form with a limit of not less than One Million Dollars ($1,000,000) per claim and Two Million Dollars ($2,000,000) each occurrence.

Such insurance shall also:
1) Name City, its elected and appointed councils, boards, commissions, officers, agents, employees, and representatives as “Additional Insureds” by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the abovelisted additional insured. 2) Be primary with respect to any insurance of self-insurance programs covering City, its officials, employees, agents, and representatives. 3) Contain standard separation of insured provisions.
c. Automotive Liability Insurance. Each Operator shall maintain business automobile liability insurance or equivalent form with a limit of not less than One Million Dollars ($1,000,000) for personal injury for each accident for the vehicles Operator operates in connection with its cannabis business. Such insurance shall include coverage for owned, hired, and non-owned automobiles. Such insurance shall also:
1) Name City, and work in good faith with the City and the insurers to name additional insureds as deemed reasonably necessary. “Additional Insureds” by endorsement with respect to performance of this Agreement. The coverage shall contain no special limitations on the scope of its protection afforded to the abovelisted additional insureds.

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2) Be primary with respect to any insurance or self-insurance programs covering City, its officials, employees, agents, and representatives. 3) Contain standard separation of insured provisions.
d. Workers’ Compensation Insurance. Each Operator shall take out and maintain during the term of this Agreement, workers’ compensation insurance for all of such Operator’s employees employed at or on the Project, and in the event any of the work is subcontracted, Operator shall require any general contractor or subcontractor similarly to provide workers’ compensation insurance for such contractor’s or subcontractor’s employees, unless such employees are covered by the protection afforded by such Operator.

In case any class of employee engaged in work on the Project is not protected under any workers’ compensation law, such Operator shall provide and shall cause each contractor and subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Each Operator hereby indemnifies City for any damage resulting from failure of such Operator, its agents, employees, contractors, or subcontractors to take out or maintain such insurance. Workers’ compensation insurance with statutory limits and employer’s liability insurance with limits of not less than One Million Dollars ($1,000,000) each accident shall be maintained.
e. Other Insurance Requirements. Operator shall do all of the following:
1) Prior to taking any actions under this Agreement, furnish City with properly executed certificates of insurance that clearly evidenced all insurance required in this Article, including evidenced that such insurance will not be canceled, allowed to expire, or be materially reduced in coverage without thirty (30) days prior written notice to City.
2) Provide to City, upon request, and within seven (7) calendar days of said request, certified copies of endorsements and policies, and properly executed certificates of insurance evidencing the insurance required herein. 3) Replace or require the replacement of certificates, policies and endorsements for any insurance required herein expiring prior the termination of this Agreement.
4) Maintain all insurance required herein from the Effective Date of this Agreement to the earlier of the expiration of the term or the mutual written termination of this Agreement.
5) Place all insurance required herein with insurers licensed to do business in California with a current Best’s Key Rating Guide reasonably acceptable to City.
f. Indemnification. Operator shall execute the form Indemnification Agreement attached as Exhibit F, thereby agreeing to indemnify, defend, and hold City, and

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its elected and appointed council, boards, commissions, officers, agents, employees, contractors, consultants and representatives, harmless from any and all claims costs and liability for any personal injury or property damage which may arise as a result of any actions or negligent omissions by Operator or Master Lessee’s contractors, subcontractors, agents, or employees in connection with the construction, improvement, or operation of the Project.

12. Termination.
a. Termination Upon End of Term. This Agreement shall terminate upon the expiration of the Term unless it is terminated earlier pursuant to the terms of this Agreement. Upon termination of this Agreement, City shall record a notice of such termination and this Agreement shall be of no further force or effect except as otherwise set forth in this Agreement.
b. Effect of Termination on Operator’s Obligations. Termination of this Agreement shall eliminate any further obligation of Operator to comply with this Agreement, or some portion thereof, if such termination relates to only part of the Premises or Project. Termination of this Agreement, in whole or in part, shall not, however, eliminate the rights of Operator to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
c. Effect of Termination on City’s Obligations. Termination of this Agreement shall eliminate any further obligation of City to comply with this Agreement, or any portion thereof. Termination of this Agreement shall not, however, eliminate the rights of City to seek any applicable and available remedies or damages based upon acts or omissions occurring before termination.
d. Survival After Termination. The rights and obligations of the Parties set forth in Section 10, Section 16, Section 22, and Section 24 and any right or obligation of the Parties in this Agreement which, by its express terms or nature and context is intended to survive termination of this Agreement, will survive any such termination. e. Termination Upon Failure to Perform. Operator shall have two (2) years after the Effective Date to commence operation of the commercial cannabis facility contemplated by this Agreement. Failure Operator to commence commercial cannabis operations within that two-year time period may constitute a default and City shall have the right, but not the obligation, to exercise its default remedies under Section 15. The Parties agree to negotiate in good faith regarding any reasonably necessary extensions of this deadline for good cause, such as may be shown as a result of circumstances delaying commencement of operations beyond the control of Operator.

13. Resources Efficiency. Each Operator shall endeavor to reduce its environmental impact when possible. The design of the facility shall include reasonable water and energy conservation measures in accordance with applicable State regulations.

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14. Standard Conditions for Construction. During any on-site construction activities related to development of the project site and any buildings thereon, or renovation or remodeling of existing buildings, Operator shall comply with all applicable terms and conditions attached hereto and incorporated herein by reference as Exhibit G. The Project shall comply with the applicable parking standards established by the City for cannabis activities.

15. Defaults and Remedies.
a. Remedies in General. It is acknowledged by the parties that City would not have entered into this Agreement if it were to be liable in damages under this Agreement, or with respect to this Agreement or the application thereof, except as hereinafter expressly provided. Subject to extensions of time by mutual consent in writing, failure to delay by either party to perform any term or provision of this Agreement beyond a reasonable notice and cure period shall constitute a default. In the event of alleged default or breach of any terms or conditions of this Agreement, the party alleging such default or breach shall give the other party not less than thirty (30) day notice in writing specifying the nature of the alleged default and the manner in which said default may be satisfactorily cured during any such thirty (30) day period, the party charged shall not be considered in default for purposes of termination or institution of legal proceedings. Notwithstanding the foregoing to the contrary, if the alleged default is of such a nature that it cannot be cured within thirty (30) days, the alleged defaulting party shall not be deemed in default as long as such party commences to cure such default within such thirty (30) day period and thereafter diligently prosecutes such cure to completion.

After notice and expiration of the thirty (30) day period without a cure of such default, the other party to this Agreement, at its option, may terminate the Agreement or institute legal proceedings pursuant to this Agreement.

In general, each of the parties hereto may pursue any remedy at law or equity available for the breach of any provision of this Agreement, except that City shall not be liable in monetary damages, to Operator, to any mortgagee or lender, or to any successors in interest of Operator or mortgagee or lender, or to any other person, and Operator covenants on behalf of itself and all successors in interest to the Premises or any portion thereof, not to sue for damages or claim any damages.
1) For any breach of this Agreement or for any cause of action which arises out of this Agreement; or
2) For the impairment or restriction of any right or interest conveyed or provided under, with, or pursuant to this Agreement, including, without limitation, any impairment or restriction which Operator characterizes as a regulatory taking or inverse condemnation; or
3) Arising out of or connected with any dispute, controversy or issue regarding the application or interpretation or effect of the provisions of this Agreement.

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b. Specific Performance. The parties acknowledge that money damages and remedies at law are inadequate, and specific performance and other non- monetary relief are particularly appropriate remedies for the enforcement of this Agreement and should be available to all parties for the following reasons:
1) Money damages are unavailable against City as provided in Section 15(a) above.
2) Due to the size, nature, and scope of the Project, it may not be practical or possible to restore the Premises to its natural condition once implementation of this Agreement has begun. After such implementation, Operator may be foreclosed from other choices it may have had to use the Premises or portions thereof. Operator has invested significant time and resources and performed extensive planning and processing of the Project in agreeing to the terms of this Agreement and will be investing even more significant time and resources in implementing the Project in reliance upon the terms of this Agreement, and it is not possible to determine the sum of money which would adequately compensate Operator for its efforts. By the same token, in the event that City issues any permit or other approval for a structure, and the public facilities, improvements, and infrastructure reasonably necessary to provide an adequate level of public services to that structure are not timely completed or Operator otherwise fails to carry out its obligations under this Agreement, then it would not be possible to determine a sum of money that would adequately compensate City for the resulting hardship.

For the above reasons, City and Operator and agree that, notwithstanding any other language in this Agreement, damages would not be an adequate or appropriate remedy if City fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is the only remedy which would compensate Operator if City fails to carry out its obligations under this Agreement, and City hereby agrees that Operator shall be entitled to specific performance in the event of a default by City hereunder. Further, specific performance of this Agreement is the only remedy which would compensate City if Operator fails to carry out their obligations under this Agreement, and Operator hereby agree that City shall be entitled to specific performance in such event. c. Release. Except for those remedies set forth in Sections 15(a), 15(b), and this 15(c), Operator, for itself, its successors and assignees, hereby releases City, its officers, agents and employees from any and all claims, demands, actions, or suits of any kind or nature arising out of any liability, known or unknown, present or future, based or asserted, pursuant to Article 1, Section 19 of the California Constitution, the Fifth Amendment of the United States Constitution, or any other law or ordinance which seeks to impose any other liability or damage, whatsoever, upon City because it entered into this Agreement or because of the terms of this Agreement.

Operator acknowledges that it may have suffered, or may suffer, damages and other injuries that are unknown to it, or unknowable to it, at the time of its execution of this

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Agreement. Such fact notwithstanding, Operator agrees that the release provided in this Section 14(c) shall apply to such unknown or unknowable claims and damages. Without limiting the generality of the foregoing, Operator acknowledges the provisions of California Civil Code Section 1542, which provide:
“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Operator hereby waives, to the maximum legal extent, the provisions of California Civil Code Section 1542 and all other statutes and judicial decisions of similar effect. d. Attorneys’ Fees and Costs. In any action or proceeding between City and Operator brought to interpret or enforce this Agreement, or which in any way arises out of the existence of this Agreement or is based upon any term or provision contained herein, the “prevailing party” in such action or proceeding shall be entitled to recover from the non-prevailing party, in addition to all other relief to which the prevailing party may be entitled pursuant to this Agreement, the prevailing party’s reasonable attorneys’ fees and litigation costs, in an amount to be determined by the court. The prevailing party shall be determined by the court in accordance with California Code of Civil Procedure Section 1032. Fees and costs recoverable pursuant to this Section 14(e) include those incurred during any appeal from an underlying judgment and in the enforcement of any judgment rendered in any such action or proceeding.
e. Default. No building permit shall be issued or building permit application accepted for Operator for any structure on the Premises after Operator is determined by City to be in default of the terms and conditions of this Agreement until such default thereafter is cured such defaulting party or is waived by City. If City terminates this Agreement as to any Operator because of such Operator’s default, then City shall retain any and all benefits, including money or land received by City hereunder.

16. Third Party Litigation.
a. General Plan Litigation. City has determined that this Agreement is consistent with its General Plan and all applicable special plans. Operator has reviewed the General Plan and concurs with City’s determination.

City shall have no liability under this Agreement or otherwise for any failure of City to perform under this Agreement, or for the inability of Operator to develop the Premises as contemplated by the Agreement, including, but not limited to, if such failure to perform or inability to develop is the result of a judicial determination that the General Plan, or portions thereof, are invalid or inadequate or not in compliance with law, or that this Agreement.

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b. Hold Harmless Agreement. Operator hereby agrees to, and shall hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees harmless from any liability for damage or claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Operator or their respective contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by Operator, or by any of Operator’s contractors, subcontractors, agents, or employees operations under this Agreement. Operator agrees to and shall defend City and its elective and appointive boards, commissions, officers, agents and employees from any suits or actions at law or in equity for damage caused, or alleged to have been caused, by reason of any of the aforesaid operations.
c. Indemnification. Operator shall defend, indemnify, and hold harmless City and its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants, and employees against and from any and all liabilities, demands, claims, actions or proceedings and costs and expenses incidental thereto (including costs of defense, settlement and reasonable attorneys’ fees), which any or all of them may suffer, incur, be responsible for or pay out as a result of or in connection with any challenge to the legality, validity or adequacy of any of the following: (i) this Agreement and the concurrent and subsequent permits, licenses and entitlements approved for the Project or Premises, and all activities conducted under such entitlements; (ii) the environmental impact report, mitigated negative declaration or negative declaration, as the case may be, prepared in connection with the development of the Premises; (iii) any claims based on or alleging inverse condemnation by any person or entity with an interest in the Premises; and (iv) the proceedings undertaken in connection with the adoption or approval of any of the above.

In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision of this Agreement or any portion thereof as set forth herein, the parties shall mutually cooperate with each other in defense of said action or proceeding. Notwithstanding the above, City, at is sole option, may tender the complete defense of any third-party challenge as described herein. In the event City elects to contract with special counsel to provide for such a defense, City shall meet and confer with Operator regarding the selection of counsel, and Operator shall pay all costs related to retention of such counsel. d. Environmental Contamination. Operator shall indemnify and hold City, its elective and appointive boards, commissions, officers, agents, attorney's, contractors, consultants and employees free and harmless from any liability, based or asserted, upon any act or omission of Operator, its officers, agents, employees, subcontractors, predecessors in interest, successors, assigns and independent contractors, excepting and acts or omissions of City as successor to any portions of the Premises dedicated or transferred to City by Operator, for any violation of any federal, state or local law, ordinance or regulation relating to industrial hygiene or to environmental conditions on, under or about the Premises, including, but not limited to, soil and groundwater conditions, and Operator shall defend, at its expense, including attorneys’ fees, City, its officers, agents and employees in any action based or asserted upon any such alleged act or omission. City may in its discretion participate in the defense of any such claim, action or proceeding.

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e. City to Approve Counsel. With respect to Sections 16(a) through 16(d), City shall approve any counsel which Operator selects, hires, or otherwise engages to defend City hereunder, which approval shall not be unreasonably withheld.

17. California Environmental Quality Act. Operator shall reimburse City for any and all costs incurred by City related to project review under the California Environmental Quality Act (CEQA), Public Resources Code, §§21000-21189.3, and the Guidelines for California Environmental Quality Act, California Code of Regulations, Title 14, §§15000-15387. If reasonably requested by City, Operator shall conduct and pay for any required CEQA reviews and analyses.

18. Rules, Regulations, and Official Policies. Except as otherwise provided in this Agreement, the rules, regulations, and official policies of City governing permitted uses of the land, governing density, and governing the design, improvements, and construction standards and specifications applicable to the development of the Project subject of this Agreement, shall be those rules, regulations, and official policies of City in force at the time of the execution of this Agreement. This Agreement does not prevent City, in subsequent actions applicable to the property, from applying new rules, regulations, and policies which do not conflict with those rules, regulations, and policies applicable to the property as set forth herein, nor does this Agreement prevent City from denying or conditionally approving any subsequent development project application based on such existing or new rules, regulations, or policies.

19. Commercial Cannabis Permit Conditions of Approval. Operator shall comply with all conditions of approval of the City-issued Commercial Cannabis Permit and Conditional Use Permit.

20. Periodic Reviews. This Agreement shall be subject to annual review by the City Manager. Operator and Landlord executing this Agreement, or successor in interest thereto, shall demonstrate good faith compliance with the terms of this Agreement. If, as a result of such periodic review, City finds and determines, based on substantial evidence, that Operator executing this Agreement, or successor in interest thereto, has not complied in good faith with the terms or conditions of this Agreement, City may terminate or modify this Agreement as to such noncompliant Operator (except no modification shall increase Operator’s liability nor reduce Operator’s rights), provided that City shall first provide Operator notice of its intent to terminate, with a detailed explanation as to why, and provide Operator the reasonable right to cure the same. a. Periodic Review. City Manager shall review this Agreement annually, on or before each anniversary of the Effective Date, in order to ascertain Operator’s good faith compliance with this Agreement. During the periodic review Operator shall be required to demonstrate good faith compliance with the terms of the Agreement, through submitting an annual monitoring report, records, or equivalent written materials to the Planning Department. Operatorshall document any request for an extension of the term due to delays beyond the control of Operator under Section 12(e) or Section 24(j). Operator shall submit an annual review and administration fee deposit not to exceed City’s estimated internal and third-party costs associated with the review and administration of this Agreement during

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the succeeding year, consistent with Section 23(k) (“Deposit with City”) below. City shall provide Operator said estimate a reasonable time in advance of the annual review and administration fee deposit being due.
b. Conditional Use Permit. In addition to the CCP, Operator shall apply for and obtain a CUP for the establishment and operation of the Project. Operator’s operation of any business at all times shall be required to comply with the terms of this Agreement and Operator’s CUP and CCP. Operator acknowledges and covenants that the CUP obtained by Operator via this Agreement shall run with the Premises and that this Agreement is binding upon, and the benefits of this Agreement inure to, all authorized successors-in-interest of the Owner, as landlord, as applicable and approved by the City via the assignment approval provisions of Section 21.
c. Special Review. City Council may order a special review of compliance with this Agreement at any time. The City Manager or his or her designee shall conduct such special review. During a special review, Operator shall be required to demonstrate good faith compliance with the terms of this Agreement. The burden of proof on this issue shall be on Operator.
d. Special Review Hearing. At the time and place set for the review hearing, Operator shall be given an opportunity to be heard. If City Council finds, based upon clear and convincing evidence, that Operator has not complied in good faith with the terms or conditions of this Agreement, City Council may terminate this Agreement as to such party notwithstanding any other provision of this Agreement to the contrary, or modify this Agreement as to such party and impose such conditions as are reasonably necessary to protect the interests of City. The decision of City Council shall be final, subject only to judicial review pursuant to Code of Civil Procedure Section 1094.5. e. Certificate of Agreement Compliance. If, after a periodic or special review, Operator is found to be in compliance with this Agreement, and if Master Lessee and/or any Operator requests it, City shall issue a Certificate of Agreement Compliance (“Certificate”) to such requesting party stating that after the most recent periodic or special review, and based upon the information known or made known to the City Manager and City Council, that (i) this Agreement remains in effect and (ii) Operator is not in default.

City shall not be bound by a Certificate if a default existed at the time of the periodic or special review but was concealed from or otherwise not known to the City Manager and City Council, regardless of whether the Certificate is relied upon by assignees or other transferees or Operator.
f. Failure to Conduct Review. City’s failure to conduct a periodic review of this Agreement shall not constitute a breach of this Agreement. g. Cost of Review. The costs incurred by City in connection with the periodic reviews shall be borne by Operator subject to such review.

21. Assignment by Owner, Master Lessee or Operator. Owneror Operator shall not

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transfer, delegate, sublet or assign its interest, rights, duties, and obligations under this Agreement without the prior written consent of City Council, which consent shall not be unreasonably withheld. Owner or Operator shall submit a transfer application to the City Manager or City Manager’s designee and pay any applicable transfer fee. The proposed transferee must show proof of lawful transfer of possession of the applicable location as may be acceptable to the City. Owner or Operator acknowledges it may take the City approximately three (3) months to process a transfer application.

Any assignment, delegation, subletting or assignment without the prior written consent of City Council shall be null and void. Any transfer, delegation, subletting or assignment by Owner or Operator as authorized herein shall be effective only if and upon the party to whom such transfer, delegation, subletting, or assignment is made is issued a CCP as required under the Barstow Municipal Code.

22. Operating Commercial Cannabis Facility. Any party to this Agreement, or successor in interest thereto, including Operator, shall not operate a commercial cannabis facility authorized under the municipal code unless:
a. It is the holder of a valid CCP issued by City in accordance with the procedures and requirements or the Enabling Ordinance, and Chapter 19.27 of the Barstow Municipal Code; and,
b. It is the holder of a valid license issued by the State of California to operate a commercial cannabis business.

23. Notice. Any notice or communication required hereunder between City and Operator must be in writing, and may be given either personally, by registered or certified mail (return receipt requested), or by Federal Express, UPS or other similar couriers providing overnight delivery. If personally delivered, a notice shall be deemed to have been given when delivered to the Party to whom it is addressed. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received on the first to occur of (i) actual receipt by any of the addressees designated below as the party to whom notices are to be sent, or (ii) five (5) days after a registered or certified letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. If given by Federal Express or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on a receipt issued by the courier. Any Party hereto may at any time, by giving ten (10) days written notice to the other Party hereto, designate any other address in substitution of the address to which such notice or communication shall be given. Such notices or communications shall be given to the Parties at their addresses set forth below:

If to City: City of Barstow
220 E. Mountain View Street, CA 92311
Attention: City Manager
With courtesy copy to: City Attorney
790 E. Colorado Boulevard, Suite 850

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Pasadena, California 91101
If to Owner: Barstow Outlet LLC
910 Broadway Ave, Suite 110
Santa Monica, CA 90401
Attn: Farhad Abolfathi
[email protected]
With courtesy copy to: Baker, Burton & Lundy, P.C.
515 Pier Ave.

Hermosa Beach, CA 90254
Attn: Mary G. Korkodian
[email protected]
If to Operator: Merchants Barstow LLC
12141 Lull St.

North Hollywood, CA 91605
Attn: Greg Hakopyan
[email protected]
With courtesy copy to: Weinberg Gonser Frost LLP
10866 Wilshire Bvld., Sutie 1650
Los Angeles, CA 90024
Attn: Michael Jensen
[email protected]

24. Miscellaneous Provisions.
a. Amendment or Cancellation. This Agreement may be amended, or canceled in whole or in part, only by the written mutual consent of the parties to this Agreement or their successors in interest, except those minor amendments that do not affect a substantive provision of this Agreement may be approved by the City Manager on behalf of the City.

The decision whether a proposed amendment is “minor” shall be in the exclusive discretion of the City Manager.
b. Waiver. Waiver by City of any one or more of the terms or conditions of this Agreement shall not be construed as waiver of any other term or condition under this Agreement.
c. Enforcement/Reserved Powers. Unless amended or canceled pursuant hereto, this Agreement shall be enforceable by any party hereto, or successor in interest thereto, notwithstanding any subsequent change in any applicable general or specific plan, zoning, subdivision or building regulation, or municipal code amendment adopted by City that conflicts with the terms of this Agreement. However, this Agreement is subject to the City's “Reserved Powers.” For purposes of this Agreement, “Reserved Powers” means the rights and authority excepted from this Agreement's restrictions on the City's police powers

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and which are instead reserved to the City. The Reserved Powers include the powers to enact regulations or take future discretionary actions after the Effective Date of this Agreement that: (1) are necessary to protect the public health and safety, and are generally applicable on a City-wide basis (except in the event of natural disasters as found by the City Council such as floods, earthquakes and similar acts of God); (2) are amendments to California Cannabis Laws or California Uniform Codes, as adopted by the City of Barstow, and/or the Barstow Municipal Code, as applicable, regarding the construction, engineering and design standards for private and public improvements to be constructed on the Premises; (3) are necessary to comply with state or federal laws and regulations; or (4) involve sign and parking ordinances and guidelines, changes to the City’s zoning laws, Specific Plan or the City's General Plan, whether adopted previous or subsequent to the Effective Date of this Agreement).

If any City ordinance, rule or regulation or addition to the Barstow Municipal Code is enacted or imposed by a citizen-sponsored initiative or referendum after the Effective Date that would conflict with this Agreement or an associated Commercial Cannabis Permit, business license or other authorizations and City approvals, or reduce development rights or assurances provided to the Operator in this Agreement, then such changes, additions or deletions to the Barstow Municipal Code shall not be applied to the Premises or Project; provided, however, the parties acknowledge that the City's approval of this Agreement is a legislative action subject to referendum. The parties shall cooperate with each other and undertake such reasonable actions as may be appropriate to ensure this Agreement remains in full force and effect and is implemented in accordance with its terms and to the fullest extent permitted by state or federal law.

Notwithstanding anything to the contrary in this Agreement, site improvements contemplated by this Agreement shall be completed pursuant to the development standards and design guidelines applicable at the time of development. e. Joint and Several Liability. Operator shall be jointly and severally liable for any amount due under this Agreement, and any breach of this Agreement or failure to pay by one Party shall also constitute a breach of this Agreement by the other Party. f. Severability. If any part of this Agreement is found to conflict with applicable state laws or regulations, such part shall be inoperative, null, and void insofar as it conflicts with said laws or regulations or modified or suspended as may be necessary to comply with such state laws or regulations, but the remainder of this Agreement shall continue to be in full force and effect.
g. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be by actual, facsimile, or electronic signature.
h. Jurisdiction. The law governing this Agreement shall be that of the State of California. Any suit brought by any party against any other party arising out of the

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performance of this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, shall be filed and maintained in the County of San Bernardino Superior Court.
i. Disclaimer. Despite California Cannabis Laws and the terms and conditions of this Agreement, any CUP, or any CCP issued pertaining to Operator, or the Premises, California commercial cannabis cultivators, transporters, distributors, or possessors may still be subject to arrest by state or federal officers and prosecuted under state or federal law. The Federal Controlled Substances Act, 21 USC § 801, et seq., prohibits the manufacture, distribution, and possession of cannabis without any exemptions for medical use.
j. Force Majeure. If delays are caused by unforeseen events beyond the control of Operator, such delays will entitle Operator to an extension of time as provided in this section. Such unforeseen events (“Force Majeure”) shall mean war, insurrection, acts of God, local, state or national emergencies, strikes and other labor difficulties beyond the party’s control, or any default by City hereunder, which Force Majeure event substantially interferes with the development, construction or operation of the Project. k. Constructive Notice and Acceptance. Every person who after the Effective Date and recording of this Agreement owns or acquires any right, title, or interest to any portion of the Premises, is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Premises, and all rights and interests of such person in the Premises shall be subject to the terms, requirements, and provisions of this Agreement.
l. Binding Effect of Agreement. The Parties agree that the Recitals above are true and correct and intend to be bound by same. Except as otherwise provided, the burdens of this Agreement are binding upon, and the benefits of this Agreement inure to, all authorized successors-in-interest of the Parties and constitute covenants which run with the Premises. In order to provide constructive notice thereof, the City Clerk will record this Agreement with the San Bernardino County Recorder within the period required by Government Code Section 65868.5.
m. Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the City and Operator is that of a government entity regulating the development of private property and developer of such property.
n. Changes to Project. The Parties acknowledge that changes to the Project or Development Plans and related approvals may be appropriate and mutually desirable to

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carry out the intent and purpose of this Agreement. This Agreement shall not prevent the City from applying, with the consent or at the request of Operator, Subsequent Land Use Regulations or Subsequent Development Approvals that do not directly conflict with the Project, Premises or Development Plan authorized under this Agreement. The granting of one such change, or request shall not obligate the City to grant other similar changes or requests. As used herein, “Subsequent Development Approvals” include, without limitation, all excavation, grading, building, construction, demolition, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, or other non-discretionary permits or approvals necessary, convenient or appropriate for the Project. As used herein, “Subsequent Land Use Regulations” means ordinances, resolutions and codes adopted or approved by the City after the Effective Date of this Agreement governing the development and use of the land, including general plan amendments, zone changes, variances or conditional use permits affecting the permitted use of the land including density or intensity of use, subdivision requirements, the maximum height and size of proposed buildings, the provisions of reservation or Dedication of land for public purposes, and the design, improvement and construction and initial occupancy standards and specifications applicable to the Development of the Premises.
o. Conflicting Federal or State Rules. In the event that any conflicting federal or state laws or regulations, enacted after the Effective Date, prevent, or preclude compliance with one or more provisions of this Agreement or require changes in plans, maps or permits approved by the City, this Agreement shall remain in full force and effect as to those provisions not affected; and
(i) Notice of Conflict. Either party, upon learning of any such matter, will provide the other party with written notice thereof and provide a copy of any such law, regulation, or policy together with a statement of how any such matter conflicts with the provisions of this Agreement; and
(ii) Modification Conferences. The parties shall, within thirty (30) days of the notice referenced to in the preceding subsection, meet and confer in good faith and attempt to modify this Agreement to bring it into compliance with any such federal or state law or regulation.
(iii) City Council Hearings. In the event the City believes that an amendment to this Agreement is necessary due to the effect of any federal or state law or regulation, the proposed amendment shall be scheduled for hearing before the City Council. The City Council shall determine the exact nature of the amendment necessitated by such federal or state law or regulation. Operator shall have the right to offer oral and written testimony at the hearing. Any modification ordered by the City Council pursuant to such hearing is subject to judicial review in accordance with California law. (iv) Minor Amendments. A minor modification is a modification that does not modify the material terms of this Agreement including (1) the Term; (2) Facility Operations; (3) Indemnification; and (4) Fees. Minor Modifications shall not require a public hearing prior to

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execution of the modification to this Agreement. Either Party may propose a minor modification, consent to which shall not be unreasonably withheld, conditioned or delayed by the other Party.

Upon the written request of Developer for a modification to this Agreement, the City Manager or his/her designee shall determine: (1) whether, in his/her reasonable judgment, the requested modification constitutes a minor modification as defined herein; (2) whether the requested modification is consistent with applicable law (other than that portion of this Agreement sought to be modified); and (3) whether, in his/her reasonable judgment, the requested modification tends to promote the goals of this Agreement. If the City Manager or his/her designee determines that the requested modification is minor modification that is consistent with applicable law and tends to promote the goals of this Agreement, the proposed modification will be approved by the City as a minor modification, and a written modification will be executed by the Parties and attached to this Agreement. Any such minor modification shall not be deemed an “amendment” to this Agreement under Government Code Section 65858.
(v) City Cooperation. The City shall cooperate with Operator in securing any City permits, licenses or other authorizations that may be required as a result of any amendment resulting from actions initiated by the City. As required by this Agreement, Operator shall be responsible to pay all applicable fees in connection with securing of such permits, licenses, or other authorizations.
q. Effective Date. “Effective Date” means the date on which all of the following are true: (i) thirty (30) days have elapsed since the second reading of the Ordinance adopting and approving this Development Agreement and (ii) all Exhibits to this Agreement are finalized, executed and notarized by all affected parties (if applicable) and attached hereto; provided, however, that if these conditions have not been fully satisfied by Operator the Effective Date may not thereafter occur and this Agreement may not thereafter become effective.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

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“CITY”
Date: _______________, 2022

CITY OF BARSTOW,
a California Municipal Corporation
By: Paul Anthony Courtney, Dr.,B.A.

Its: Mayor
Attest:
______________________________
City Clerk
Approved to as Form:
______________________________
City Attorney
“OPERATOR”
Date: , 2022

MERCHANTS BARSTOW, LLC
a California limited liability company
By:

Its:

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Packet Pg. 2432 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) - 35 -
OWNER

BARSTOW OUTLET, LLC
a Delaware limited liability company
By:

Its:

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Packet Pg. 2433 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) 273128.v17

EXHIBIT A

LEGAL DESCRIPTION
PARCEL1 PM #14356 MB168 PG69&70
LOCATION:LENWOOD RD BARSTOW CA

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Packet Pg. 2434 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) 273128.v17

EXHIBIT B

PARCEL MAP

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Packet Pg. 2435 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) 273128.v17

EXHIBIT C

SITE AND FLOOR PLANS

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-

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-

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EXHIBIT D

RESERVATION OR DEDICATION OF LAND FOR PUBLIC PURPOSES
(NOT APPLICABLE)

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EXHIBIT E

OPERATIONAL AND ADDITIONAL BUSINESS STANDARDS
(NOT APPLICABLE)

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Packet Pg. 2440 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) 273128.v17

EXHIBIT F

INDEMNIFICATION AGREEMENT

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-

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EXHIBIT G

STANDARDS AND CONDITIONS FOR CONSTRUCTION
(NOT APPLICABLE)

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-

EXHIBIT H
[RESERVED]

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Packet Pg. 2444 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) 273128.v17

EXHIBIT I

ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into this ___ day of _______ , _______, by and between the CITY OF BARSTOW, a municipal corporation of the State of California (“City”), and MERCHANTS BARSTOW LLC, a California limited liability company (“Developer” or “Assignor”), _________________ , a California corporation/limited liability company (“Assignee”). City, Assignors, or Assignee may be referred to herein individually as a “Party” or collectively as the “Parties.” There are no other parties to this Agreement.

RECITALS
A. City and Assignor entered into a development agreement, dated March [*], 2022, for the development of property located in the City of Barstow, County of San Bernardino, State of California, Assessor’s Parcel Number: 0428-211-26-0000, commonly known as 2552 Mercantile Way, Barstow, CA 92311 (“Development Agreement”); B. Pursuant to the Development Agreement, Assignor may transfer all or part of its rights, title, and/or interests in all or a portion of Premises, or Project, as those terms are defined in the Development Agreement, to any person, firm, corporation, or entity during the Term of the Development Agreement only with the advance written consent of the City Council, who shall not unreasonably withhold or condition such consent;
C. Assignor desires to transfer to Assignee some or all of Assignors’ rights and obligations under the Development Agreement, in accordance with Article 9, Section 9.1 of the Development Agreement;
D. Assignee desires to assume some or all of Assignor’s rights and obligations under the Development Agreement;
E. The City Council has agreed to permit Assignors’ transfer of some or all of Assignor’s rights and obligations under the Development Agreement to Assignee, and to Assignee’s assumption of same, subject to the terms and conditions specified in this Agreement; F. The Parties intend through this Agreement to allow Assignors to transfer, and Assignee to assume, some or all of Assignors’ rights and obligations under the Development Agreement.

G. The City Council has conducted all necessary proceedings in accordance with City’s Municipal Code for the approval of this Agreement and this Assignment, including finding that the Development Agreement continues to be in full force and effect and that Assignor and Assignee are not currently in default under the Development Agreement nor the subject of a Notice of Violation regarding violations of any applicable law issued by the City of Barstow or any other government entity with jurisdiction.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:

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AGREEMENT
Section 1. Assignment. Assignors hereby assign to Assignee (all/some) of Assignors’ rights and obligations under the Development Agreement. If Assignor is transferring only some of Assignor’s rights and obligations under the Development Agreement, then the specific rights and obligations subject to transfer shall be specified in Exhibit l, attached hereto and incorporated herein by this reference.

Section 2. Assumption. Assignee hereby accepts and assumes the foregoing transfer or assignment of (all/some) of Assignors’ rights and obligations under the Development Agreement.

Section 3. Consent. In accordance with Section 21 of the Development Agreement, the City Council hereby consents to Assignors’ transfer of, and Assignee’s assumption of, Assignor’s rights and obligations under the Development Agreement, as specified herein, subject to any reasonable terms and conditions the City Council may require, as set forth in Exhibit 2, attached hereto and incorporated herein.

Section 4. Conditions of Assignment. The Parties hereby agree to abide by the terms or conditions of assignment, if any, set forth in Exhibit 2, and acknowledge that City’s consent would not have been provided but for the Parties’ agreement to abide by the terms or conditions of assignment.

Section 4. Effective Date. The assignment and assumption of rights and obligations as specified herein shall be effective on ___________, _____.

Section 5. Terms of the Development Agreement. The terms of the Development Agreement are incorporated herein by this reference. Assignors acknowledge and agrees that the representations, warranties, covenants, agreements and indemnities contained in the Development Agreement shall not be superseded hereby but shall remain in full force and effect to the full extent provided therein.

Section 6. Inconsistency. In the event of any conflict or inconsistency between the terms of the Development Agreement and the terms of this Agreement, the terms of the Development Agreement shall govern.

Section 7. Further Actions. Each of the Parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other Parties hereto, such further instruments of transfer and assignment and to take such other action as such the other Parties may reasonably request to more effectively consummate the assignments and assumptions contemplated by this Agreement.
[Signature appear on following page.]

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“CITY”
Date: _______________, _____

CITY OF BARSTOW,
a California Municipal Corporation
_____________________________
By:

Its: City Manager
“ASSIGNOR”
Date: _______________, _____

MERCHANTS BARSTOW LLC,
a California limited liability company
_____________________________
By:

Its: Managing Member
“ASSIGNEE”
Date: _______________, 2022
_____________________________
By:

Its:

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Packet Pg. 2447 Attachment: Merchants Barstow LLC DA_clean copy (5254 : Adoption of Ord 1018-2022 Merchants Barstow, LLC Comm. Cannabis App) Joint Special Meeting
CC/Harvey House/BFPD
01/17/23 05:30 PM
City Manager Department
Willie A Hopkins
Other
Doc ID: 5260

AGENDA ITEM
AGENDA MATTER:

DISCUSSION OF FEATURING SPEAKERS ON CAMERA DURING PUBLIC COMMENTS EXECUTIVE SUMMARY:

At the December 21, 2022 meeting, Councilmembers Hernandez and Rose requested a discussion about featuring speakers on camera during public comments.

DISCUSSION:

None.

FISCAL IMPACT:

There are no fiscal impacts as a result of this item.

RECOMMENDED ACTION:

Discussion only; provide direction to staff.
37 Packet Pg. 2448
Joint Special Meeting
CC/Harvey House/BFPD
01/17/23 05:30 PM
Planning Commission/Traffic Committee
Genesis Jordan
Appointment
Doc ID: 5256

COUNCIL AGENDA ITEM
AGENDA MATTER:

APPOINTMENT OF PLANNING COMMISSIONER
EXECUTIVE SUMMARY:

Active Planning Commissioner Juan Antonio DeLucas underwent the Planning Commissioner interview process with a Selection Committee in March of 2021 following City advertisements of vacancies earlier in the year. Following the interview process, Mr. DeLucas was appointed to the Planning Commission on April 5, 2021 following a City Council vote allowing Mr. DeLucas to carry out the remaining two years of the term for former Planning Commissioner Marilyn Dyer-Kruse as she was appointed to Council on December 7, 2020.

The term Mr. DeLucas was appointed to carried an end date of 12/31/2022. Planning Commissioner DeLucas is interested in serving another four (4) year term (1/1/2023-12/31/2026).

DISCUSSION:

The City's Planning Commission is appointed by the City Council. Section 2.24.020 (Term) of the Barstow Municipal Code establishes Planning Commissioner terms at four years.

Planning Commissioner Juan Antonio DeLucas’ term was scheduled to end December 31, 2022. Mr.

DeLucas is interested in serving another four (4) year term (1/1/2023 - 12/31/2026) however, the Council may take one of the following two actions:

1. Elect to appoint Mr. DeLucas to another (4) four year term (1/1/2023 - 12/31/2026), or;

2. Cause public notice of such vacancy to solicit applicants, consider all qualified applicants, and appoint a member. If done by a selection committee, this committee (typically two Council members) also includes one Commissioner (typically the Chair) and one to two staff (as moderators).

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

Staff recommends that the City Council take one of the two the following actions:

1. Appoint Juan Antonio DeLucas to another four (4) year term (1/1/2023 - 12/31/2026) or;

2. Direct that the City Clerk advertise the vacancy on the Planning Commission, instruct staff to establish time frames for the submittal of applications, and appoint two City Council members to a Selection Committee to conduct interviews with potential Planning Commission applicants. 38 Packet Pg. 2449
Joint Special Meeting
CC/Harvey House/BFPD
01/17/23 05:30 PM
City Manager Department
Willie A Hopkins
Report
Doc ID: 5271

AGENDA ITEM
AGENDA MATTER:

CITY MANAGER'S UPDATE
EXECUTIVE SUMMARY:

The City Manager’s Update is a communication device utilized to provide an overview of upcoming events and items of general interest to the Mayor and members of the City Council. Included with the update are reports from City Departments on various programs, initiatives, and achievements.

DISCUSSION:

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

Receive and file.
39 Packet Pg. 2450
City Manager Department Updates
December 2022

Department Highlight: Barstow PD
I’d like to point out some of the examples of community partnership and enrichment from the Police Department over the past month. Our officers know the value of volunteering and building a reputation of trust with the citizens they serve. They recently raised over $500 for Barstow High School’s basketball program at their Cops vs. Students game. Several officers sat down face-to-face with community members and listened to their concerns during the Tacos with Cops event at Billie’s Kitchen. Several officers spent their Thanksgiving personally packing and handing out 1,500 meals for those in need with the Barstow Senior Citizen Center’s Meals on Wheels program. In another effort to give back to our City’s youth, the School Resource Officers teamed up with Barstow’s Kiwanis Club on the Clothes for Kids project, helping children in our community size and select clothing they’ll need for the winter season.

Earlier this month, four new officers were sworn in to serve and protect the people of our City. That’s fantastic news which will make a noticeable impact in our community! Think of it as eight more eyes watching over our roads, saving lives by making sure those who live in and come through our community drive responsibly and follow the rules. That’s eight more hands to give out meals to the elderly or wrap our kids in warm clothes for the winter. That’s eight more feet walking our streets, checking on those in need, and tracking down suspects who threaten our citizens. Most importantly, that’s four more hearts and minds dedicated to safeguarding the peace and prosperity of our City.

Recognizing Employees: Sergeants Tom Lewis and Mathew Helms The Department of Justice and U.S. Attorney’s Office have formally recognized the Barstow Police Department as well as Sergeants Tom Lewis and Mathew Helms. Their diligent work on a murder investigation helped expose and shut down a nationwide drug trafficking conspiracy that ultimately concluded in New York. The officers of our PD are a shining example to law enforcement throughout the country!

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Packet Pg. 2451 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

Department Highlight: City Clerk Services
November 8, 2022 General Election
The City of Barstow conducted a General Municipal Election on Tuesday, November 8, 2022 for two City Council seats (Districts 1 and 2) and Measure H asking voters if they would like to return to five elected city council members and a mayor selected from among the five elected city council members. Below are the official certified results and Barstow’s voter turnout statistics.

New officers (Carmen Hernandez and James Noble) will be sworn-in at the December 19, 2022 City Council meeting. A Holiday Tea and Reception will also be held before the meeting at 5:30 pm.

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Packet Pg. 2452 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

Employee Spotlights
City Clerk Services Manager Christina Rudsell recently earned the designation of Certified Municipal Clerk (CMC), which is awarded by the International Institute of Municipal Clerks (IIMC).

IIMC grants the CMC designation only to those municipal clerks who complete demanding education requirements; and who have a record of significant contributions to their local government, their community and state. Congratulations, Christina! Administrative Assistant Maria Chavez recently received her Bachelor of Science degree in Business Administration from Park University. Earning a college degree while working fulltime is a hard-earned achievement and indication of Maria’s commitment to personal and professional development. Congratulations, Maria!
Annual Form 700 Filing Now Electronic!
Designated employees and elected officials who are required to file an annual Statement of Economic Interest - Form 700 will now be able to file electronically using the City’s NetFile system.

More information on the process will follow in mid to late January. 2023 Homeless Point in Time Count Scheduled for January 26, 2023 The 2023 Homeless Point in Time (PIT) Count is scheduled to take place on January 26, 2023. The PIT Count is a communitywide effort that provides an opportunity for residents and local businesses to actively contribute and learn about people who are experiencing homelessness and gain an understanding of the resources available to address homelessness in Barstow. The count is vital in determining the scope of homelessness, defining existing resources available and identifying gaps to better serve these individuals.

The City Clerk and City Manager’s Offices will coordinate the count and will be soliciting volunteers and working with the appropriate City departments to conduct the count over the next several weeks. More information on the PIT Count including volunteer registration is available at Point-In-Time Count – Homeless Partnership (sbcounty.gov).

Department Highlight: Public Works
• Congratulations to Jason Miller for being promoted to Field Services Supervisor • Congratulations to Brian Voegeli for being promoted to Parks/Open Spaces Supervisor

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Packet Pg. 2453 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

• Congratulations to Ruben Davila, the new Fleet Maintenance Mechanic • Started the reconstruction of the parking lot to the rear of 361 Fire Department located on Barstow Rd.

Department Highlight: Wastewater
• Staff raised a manhole near 910 Lillian, which fixed a major pothole. • Staff rebuilt the mongoose jetter pump in-house, now able to clean sewers at 3500 PSI. • Digester #1 rehab has been completed and was placed in operation. • Staff shut down digester #2 to begin the rehab work.
• Maintenance converted a vertical turbine pump to a submersible chopper pump, this pump is cheaper to replace, and more efficient for the application. • Jared Walker received his Operator in Training Certificate • Ty Silva was presented Operator of the Year at the Desert and Mountain Section of the California Water Environment Association. His application will move to the State level next. Wishing him the best of luck.
• The Barstow Wastewater Plant Superintendent was presented with Plant of the Year at the Desert and Mountain Section of the California Water Environment Association. The application will move to the State level next. Wishing them the best of luck.

Department Highlight: Waste Management
New Happenings:
• Rebranding – New name & logo of the Department.

In the Works:
• We determined our SB 1383 multi-family organics recycling program will be an onboarding program to begin in early 2023.

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Packet Pg. 2454 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

• Pending CalRecycle grant application for $6,600 in funding to assist with bringing refillable water stations to public facilities.

Statistics/Changes/Additions/Other:
• Holiday Waste & Recycling Guide & video message – programs available to residents including mulch giveaway event. See the city website for more details.

Employee Spotlight:
• Brenna Foster deserves recognition for all she does in her role in the Finance Department and as part of the BEAT Committee. Not only is she great at what she does, but on top of handling her regular hefty workload, she recently played a huge part in ensuring the Employee Thanksgiving Award Luncheon and the Christmas Party were planned and organized while also making sure we stayed on budget! Brenna rocks! Department Highlight: Information Technology
• The IT Department welcomed Gabe Gandara and Lawrence Wyant as IT Technicians. • Gabe joins us with a wealth of photo and media related experience, and handles the City social media, channel 6, and the chambers media room, in addition to assisting with IT technician responsibilities.
• Lawrence joins IT after many years working in the Public Works Department. His wealth of knowledge of computer hardware, the city infrastructure and broad construction capabilities, brought new depth to the IT Department.

Fire Station Alerting Project:
• This project will replace and outdated Fire Station Alerting System, and is anticipated to be on line early second quarter of 2023. This system will provide enhance paging of fire staff to calls for service. The initial installation of alerting Hardware has been completed for Station 361; installation continues for Station 366. • The IT staff attended and took photos for City Mardi Gras parade, City Trick or Treating, the City’s 75th Anniversary Celebration and the Christmas at the Harvey House

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Packet Pg. 2455 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

Celebration. Those pictures can be enjoyed on our social media pages, on Local Cable TV Channel 6, and on the City’s Channel 6 live stream at barstowca.tv • The IT staff would like to remind the public that the City Council and Commission meetings can be viewed from home via our Ch6 live stream at barstowca.tv.

Department Highlight: Fire
• Firefighter /Paramedic Gary LeClair and his wife gave birth to a baby boy- Jonah James LeClair.
• Firefighter/Paramedic Joe Contreras and his wife gave birth to a baby boy – Peter James Contreras.
• December 5th marks the 1-year anniversary Engineer David Spink was injured, and we lost him while performing his duties at an incident. Ultimately, he succumbed to the injuries from the accident, which led to a LODD. We continue to support his dear wife Colleen and son Dallen.
• We have an open recruitment and several new hires which include:

Firefighter/Paramedics
Max Kovshilovskiy
Mark Bullara
Jeff Russell
Department Highlight: Parks and Recreation
Past Events:

On December 2nd, the City of Barstow held its annual event, the Harvey House Christmas. This event was a huge success for the City of Barstow. The Harvey House came alive with music, lights, children’s performances and Santa. We had over 30 vendors, Color Guard, Police Explorers, and

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Packet Pg. 2456 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

the Barstow Junior High School Band performing the National Anthem. Next Harvey House Christmas is set for December 1st, 2023.

Activities:

Arts & Craft Class - Once a month, the Parks and Recreation Department has an Arts & Craft class for ages 2 and up. Our next class is scheduled for Monday, December 19th. Come join our instructor Emma and make Christmas decorations. For more information, please see flyer or call Cora Harper Fitness Center.

Basketball Strength & Conditioning – We just started up classes for Basketball Strength and Conditioning classes. This class trains basketball players to improve their defense, foot speed and agility. This class also teaches new players how to play basketball.

Tiny Tots Basketball – Tiny Tots basketball registration starts December 12th and ends January 7th. Tiny Tots basketball is open to all 3 and 4 year olds.

Parks and Recreation Department is teaming up with the Barstow Senior Citizen Center to offer more classes and activities. These classes and activities are free to Barstow residents ages 60 and up.
• Holiday Card Making Class was held at the Barstow Senior Citizen Center on December 6th. Approximately 27 Seniors participated in this event and enjoyed the class. • On December 8, 2022, the Seniors went out to Calico Ghost Town and view the holiday decorations. The trip is was free to all Barstow residents age 60 and up and approximately 24 seniors participated.

Employee Recognition:

Emma Yates has been employed with the City of Barstow for 2 years as a part time Senior RecLeader. Emma Yates always works above and beyond in is willing to take any tasks on. This past summer, Emma ran the front office at Henderson Pool. She teaches our new employees how to work at each facility and shows them how to work ActiveNet. Emma updates the window decorations at Cora Harper Fitness Center. She recently started teaching our Arts & Craft classes

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Packet Pg. 2457 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) City Manager Department Updates
December 2022

for the City of Barstow. Emma is a tremendous asset to the City of Barstow and the Parks and Recreation Department.

Department Highlight: Community Development
See following pages for newsletters from the Code Compliance, Engineering and Planning Divisions.

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Packet Pg. 2458 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update)

CODE COMPLIANCE
Did you know?
The Barstow Municipal
Code (BMC)
is located on the
City of Barstow
website.

Become
familiar!
Q: Company coming over for the holiday? Where
should they park?
A: As long as it isn’t the front lawn/yard area!
Vehicles are not to park in the front yard per BMC!
Visit Chapter 19.06.050(d)(6).

As we wrap up 2022, Code
appreciates your compliance!
As your success is ours!
Dec 2022
Stats: code
has 722 active
cases and two
code officers
Abatement Enforcement continued...

Here are the before & after—
As the abatement enforcement
continues, another land owner has
hired a contractor who has
already pulled the necessary
permits to demolish a burned and
dilapidated structure. Prosecution
is drafting documents to proceed
to court on a site that is
supposedly due to be auctioned.

It has been in limbo between the
silent land owner and the bank.

Unless there are any additional
road blocks, we should be able to
proceed with demolition.

After attempting, in a variety of ways, to connect with the responsible parties of a poorly cared for site; where the homeless utilized the
grounds as a restroom and trash was gathering—
a letter from prosecution gained the attention of
another land owner involved with the property.

The property was cleaned/secured and we were
notified the site along with another they own in
our jurisdiction are finally in escrow! Success!!

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Packet Pg. 2459 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update)

ENGINEERING SERVICES
Street Committee meetings to resume in 2023.

Dec 2022
First Street Bridge construction
work to begin January 3rd, 2023
Construction work on the long awaited First Street Bridge over BNSF rail facilities is set to begin on January 3rd, 2023. The new bridge is a joint project between the City of Barstow, San Bernardino County Transportation
Authority and BNSF Railway. The estimated completion
date is July 12, 2024.

The Engineering Services department assists with review and checking of development plans, land use review of
parcel maps and tract maps, reviews and approves street improvement plans, and consults with the development
department on economic development projects.

Barstow’s Pavement Management Program
(PMP) is an ongoing project to analyze the
condition of existing city streets, identify
life expectancy of pavement surfaces, and
manage pavement preservation and pavement
replacement capital expenditures.

Implementation of the PMP allows for
responsible expenditures of City’s capital
improvement funds to provide safe transpor39.a
Packet Pg. 2460 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update) PLANNING DEPT.

Dec 2022
Conditional Use Permits
August 2022—December 2022
From August through December the City of Barstow has approved six (6) conditional use permits as listed below:

General Plan Update
The City of Barstow recently approved a service agreement with widely recognized consulting agency PlaceWorks who will be assisting the City’s Planning Department with the upcoming General Plan update. PlaceWorks since its founding in 1975 has won numerous local, state, and national awards for their work, already acquiring nine (9) awards in 2022. The City’s Planning Department looks forward to the partnership with PlaceWorks and creating a new, forward-thinking General Plan for the City of Barstow.

Applicant/
Permit Number
Location Project Description
Hoss Inc.

PCUP-22-0029
1612 State St.

Barstow, CA 92311
Modification to existing Conditional
Use Permit to expand current services
to include auto repair.

Burr Group
PCUP-22-0029
250 Elks Lane
Barstow, CA 92311
Relocation of existing Burrtec Waste
Industries, Inc. operations facility (2340
E. Main St.) to 250 Elks Lane.

Lenwood Service Station
PCUP-22-0026
APN #0421-313-49
Barstow, CA 92311
Development of a 2,500 square foot
drive-thru restaurant and 4,000 square
foot retail building in the C
(Commercial) zoning district.

Amara Real Estate Investments
PCUP-22-0032
1591 Coolwater Lane
Barstow, CA 92311
Allow for the re-establishment of a
2,250 square foot quick serve drive-thru
restaurant.

Mojave Blue Environmental
Services
PCUP-22-0027
880 LaVerne Ave.

Barstow, CA 92311
Establishment of a storage/
maintenance facility for business, Mojave Blue Environmental Services.

Culture Cannabis LLC
PCUP-22-0001
2824 Lenwood Rd.

Barstow, CA 92311
Planning Commission approval for a
commercial cannabis (cannabis dispensary) permit for business, Culture Barstow on the 15, LLC.

Merchants Barstow LLC
Multiple Permits
2552 Mercantile Way
Buildings #1-24
Barstow, CA 92311
Planning Commission approval for
various commercial cannabis permits
to include a dispensary, cultivation,
manufacturing, and distribution

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Packet Pg. 2461 Attachment: Dec 2022 Barstow CM's Updates (5271 : City Manager's Update)