Agenda packet — Barstow City Council, January 21, 2025

REGULAR MEETING

CITY COUNCIL CHAMBERS
220 EAST MOUNTAIN VIEW STREET
BARSTOW, CA 92311
JANUARY 21, 2025
5:00 PM
(HANDICAPPED ACCESSIBLE)
AGENDA

REGULAR MEETING
Agenda-January 21, 2025

Page 1 of 6 ends

MAYOR
Timothy R. Silva

COUNCILMEMBERS
James M. Noble
Carmen M. Hernandez
Barbara Mae Rose
John “Tex” Williams

ELECTED CITY CLERK
Andrea Flores

ELECTED CITY TREASURER
Michael Lewis

PLANNING COMMISSIONERS
Andrew Ziemer
Beatrice Lint
Paul Niemeyer
Rodney Brand Jr.

Juanantonio Delucas

BARSTOW FIRE PROTECTION

DISTRICT
A Subsidiary District of the City of
Barstow
Timothy R. Silva
James M. Noble
Carmen M. Hernandez
Barbara Mae Rose
John “Tex” Williams

AMENDED
CLOSED SESSION 5:00 PM
CALL TO ORDER:

PLEDGE OF ALLEGIANCE:

ROLL CALL:
 Council Member Carmen Hernandez
 Council Member James Noble
 Council Member John “Tex” Williams
 Mayor Pro Tem Barbara Rose
 Mayor Timothy Silva
PARTICIPATION IS INVITED: IF YOU WISH TO BE HEARD ON ANY

ITEM ON THE AGENDA, PLEASE SO INDICATE BY FILLING OUT A

SPEAKER REQUEST CARD AND HANDING IT TO THE CITY
CLERK PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF
SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS
NOTICE MUST BE GIVEN TO THE CITY CLERK.

CODE OF ETHICS: AS YOUR ELECTED GOVERNING BOARD WE
WILL REMEMBER THE "CODE OF ETHICS" THAT WE
VOLUNTARILY AND UNANIMOUSLY APPROVED. DURING THIS

MEETING WE WILL TREAT EACH OTHER AND THE PUBLIC WITH
PATIENCE, CIVILITY, AND COURTESY. THE DECISIONS MADE

TONIGHT WILL BE FOR THE BENEFIT OF THE BARSTOW
COMMUNITY AND NOT FOR PERSONAL GAIN.

Agenda-January 21, 2025

Page 2 of 6 ends

PUBLIC COMMENT - CLOSED SESSION: THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC

TO ADDRESS THE GOVERNING BOARD ON MATTERS ON THE CLOSED SESSION AGENDA AND WITHIN THE CITY’S JURISDICTION. SPEAKERS ARE ASKED TO LIMIT THEIR COMMENTS TO THREE MINUTES OR LESS. ALL REQUESTS TO SPEAK MUST BE RECEIVED PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST BE GIVEN TO THE CITY CLERK.

PUBLIC COMMENT - CLOSED SESSION:

CLOSED SESSION AGENDA ITEMS:

1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Recommended Action:

Pursuant to Government Code Section 54956.9(d)(1)), the City Council finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the City in the litigation.

Case Name: Barstow Proprietors Association, et al. v. City of Barstow et. al, US District Court, Central District of California, Case No. 5:23-cv-00926-JLS-JC; United States Courts of Appeals for the 9th Circuit, Case No. 23-3935

2. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
Recommended Action:

Pursuant to (Gov. Code Section 54956.9(d)(1))
The City Council finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the City in the litigation.

Case Name: Ellis v. City of Barstow
Names of Parties or Claimants
San Bernardino County Superior Court Case No. CIV-SB-2307680

3. CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Recommended Action:

Pursuant to Government Code Section 54956.9(d)(2) & (e)(1), a point has been reached where, in the opinion of the City Council, on the advice of its legal counsel, based on the belowdescribed existing facts and circumstances, there is a significant exposure to litigation against the City. Facts and circumstances that might result in litigation but which the City believes are not yet known to potential plaintiff or plaintiffs. (Government Code Section 54956.9(e)(1)) Number of Potential Cases: 2

4. CONFERENCE WITH LEGAL COUNSEL - INITIATION OF LITIGATION Recommended Action:
(Gov. Code § 54956.9(d)(4))
Number of Potential Cases: 1

5. CONFERENCE WITH LEGAL COUNSEL - PROPERTY NEGOTIATORS Recommended Action:
(Government Code Section 54956.8)
Property: Bureau of Lang Management Land east and north of the commercial developments along Highpoint Parkway, off Lenwood Road
Agency Negotiators: Andy Espinoza Jr., Interim City Manager Negotiating Party: Lewis Acquisition Company, LLC
Under Negotiation: Price and Terms of Payment

6. PUBLIC EMPLOYMENT
Recommended Action:
(Government Code Section 54957)
Agenda-January 21, 2025

Page 3 of 6 ends

Title: City Manager

7. PUBLIC EMPLOYMENT
Recommended Action:
(Government Code Section 54957)
Title: Interim City Manager, Police Chief, Public Safety Director REPORT OF CLOSED SESSION:

CALL TO ORDER - REGULAR MEETING 7:00 PM (or immediately following adjournment of Closed Session if adjourned after 7:00 PM):

INVOCATION: PASTOR MIKE SMITH with BETHANY CHRISTIAN FELLOWSHIP PLEDGE OF ALLEGIANCE:

ROLL CALL:
 Council Member Carmen Hernandez
 Council Member James Noble
 Council Member John “Tex” Williams
 Mayor Pro Tem Barbara Rose
 Mayor Timothy R. Silva
PARTICIPATION IS INVITED: IF YOU WISH TO BE HEARD ON ANY ITEM ON THE AGENDA

INCLUDING ANY ITEM ON THE CONSENT CALENDAR, PLEASE SO INDICATE BY FILLING OUT A

SPEAKER REQUEST CARD AND HANDING IT TO THE CITY CLERK PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST BE GIVEN TO THE CITY CLERK.

CODE OF ETHICS: AS YOUR ELECTED GOVERNING BOARD WE WILL REMEMBER THE "CODE OF ETHICS" THAT WE VOLUNTARILY AND UNANIMOUSLY APPROVED. DURING THIS MEETING WE WILL TREAT EACH OTHER AND THE PUBLIC WITH PATIENCE, CIVILITY, AND COURTESY.

THE DECISIONS MADE TONIGHT WILL BE FOR THE BENEFIT OF THE BARSTOW COMMUNITY AND NOT FOR PERSONAL GAIN.

REVIEW AND APPROVAL OF AGENDA: THIS IS THE TIME FOR MEMBERS OF THE GOVERNING BOARD TO CALL FOR REARRANGING THE ORDER OF THE AGENDA; ADDING ITEMS TO OR REMOVING ITEMS FROM THE AGENDA; OR REMOVING ITEMS FROM THE CONSENT CALENDAR FOR DISCUSSION AND/OR SEPARATE ACTION. ITEMS MAY ONLY BE ADDED TO

THE AGENDA AS ALLOWED BY STATE LAW, INCLUDING GOVERNMENT CODE SECTION 54954.2, SUBDIVISION (B), ALLOWING EMERGENCY ITEMS TO BE ADDED BY MAJORITY VOTE AND ALLOWING ITEMS THAT AROSE TO THE CITY’S ATTENTION AFTER THE AGENDA POSTING DEADLINE, BUT WHICH REQUIRE IMMEDIATE ACTION, TO BE ADDED BY A TWOTHIRDS VOTE OF THE COUNCIL MEMBERS PRESENT AT THE MEETING, OR, IF LESS THAN

TWO-THIRDS OF THE COUNCIL MEMBERS ARE PRESENT, A UNANIMOUS VOTE OF THOSE MEMBERS PRESENT.

PRESENTATIONS:

8. CERTIFICATE OF APPRECIATION FOR THE 2024-2025 BARSTOW HIGH SCHOOL VARSITY FOOTBALL.

VINCE WILLIAMS SR.

Agenda-January 21, 2025

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Recommended Action:

Presentation only.

9. AFTER-EVENT REPORT AND PRESENTATION BY BABIES SO SPECIAL Recommended Action:

CATHY WILLIAMS
After-event report and presentation only.

CONSENT CALENDAR PUBLIC COMMENT: THIS IS THE TIME AND PLACE FOR THE GENERAL PUBLIC TO ADDRESS THE GOVERNING BOARD ON ALL MATTERS ON THE CONSENT CALENDAR.

SPEAKERS ARE ASKED TO LIMIT THEIR COMMENTS ON ALL CONSENT ITEMS TO THREE MINUTES OR LESS. ALL REQUESTS TO SPEAK MUST BE RECEIVED PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST BE GIVEN TO THE CITY CLERK.

MINUTES ALL AGENCIES: NONE
ACCOUNTS PAYABLE ALL AGENCIES: NONE
CITY COUNCIL:

10. APPROVAL OF AMENDMENT (SIDE LETTER) TO THE MEMORANDUM OF UNDERSTANDING (MOU) WITH TEAMSTERS LOCAL 1932 - UNIT 1

FINANCE DIRECTOR, SYDNIE HARRIS
Recommended Action:

Staff recommends that the City Council take the following action:

Approve the Amendment to the 2022-2025 Memorandum of Understanding (side letter) between the City of Barstow and Teamsters Local 1932 – Unit 1 pertaining to the National Institute for Automotive Service Excellence certification.

DISCUSSION / ACTION ON DEFERRED ITEMS: (ITEMS PREVIOUSLY TABLED OR PULLED FROM THE

CONSENT CALENDAR BY THE COUNCIL WILL BE CONSIDERED BY THE GOVERNING BOARD AT THIS TIME).

PUBLIC HEARINGS:

11. INTRODUCTION OF ORDINANCE NO. XXX-2025 APPROVING A DEVELOPMENT AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC FOR A 146-UNIT SINGLE-FAMILY

RESIDENTIAL HOUSING PROJECT LOCATED AT THE SOUTHWEST CORNER OF RIMROCK ROAD AND HIGGINS ROAD.

COMMUNITY DEVELOPMENT DIRECTOR, CHRIS HELDRETH
Recommended Action:

Staff recommends that the City Council introduce Ordinance No. XXX-2025 approving a development agreement with Lewis Land Developers, LLC for a 146-unit single family residential housing project located on the southwest corner of Rimrock Road and Higgins Road, as recommended by the Planning Commission at its December 9, 2024 meeting.

BUSINESS / ACTION ITEMS:

CITY COUNCIL:

Agenda-January 21, 2025

Page 5 of 6 ends

12. A RESOLUTION AUTHORIZING THE EXECUTION OF A MASTER LEASE-PURCHASE

AGREEMENT AND RELATED DOCUMENTS WITH HOLMAN CAPITAL FOR THE

LEASE/PURCHASE OF A ENFORCER PIERCE ULTIMATE CONFIGURATION PUMPER FIRE ENGINE, AND THE LEASE/PURCHASE OF A BME INTERNATIONAL TYPE # 3 BRUSH TRUCK.

FINANCE DIRECTOR, SYDNIE HARRIS
Recommended Action:

Staff recommends the City Council:

1. Approve BFPD Resolution XX-202X authorizing the Barstow City Council to execute the Master Lease-Purchase Agreement and related documents with Holman Capital to finance the acquisition of a Pierce Fire Engine, and the BME International Brush Truck with a cost not to exceed a total of $1,700,000 collectively, as defined in the Discussion Section of this staff report.

13. APPROVAL OF PURCHASE OF A CCTV TRUCK/EQUIPMENT

COMMUNITY DEVELOPMENT DIRECTOR, CHRIS HELDRETH
Recommended Action:

Staff recommends that the council take the following actions:

1. Authorize the purchase of a new CCTV van from Haaker equipment, by appropriating $383,032.21 from the Wastewater Enterprise Fund and,

2. Authorize the City Manager or designee to issue the intent to purchase and the authority to execute the necessary agreement when the equipment becomes available.

14. PLANNING COMMISSION VACANCIES

CITY CLERK SERVICES MANAGER, MARIBEL HERNANDEZ
Recommended Action:

The Selection Committee recommends the City Council appoint Beatrice Lint and Ted Weasma as Planning Commissioners for one term, (to end 12/31/2028).

15. SELECTION OF COMMITTEE REPRESENTATIVES FOR THE STREET COMMITTEE

CITY CLERK SERVICES MANAGER, MARIBEL HERNANDEZ
Recommended Action:

It is recommended that Mayor Silva appoint a Member of the Council to serve on the Street Committee.

GENERAL, NON-AGENDA PUBLIC COMMENT: THIS IS THE TIME AND PLACE FOR THE GENERAL

PUBLIC TO ADDRESS THE GOVERNING BOARD ON MATTERS NOT ON THE AGENDA AND WITHIN THE CITY’S JURISDICTION. SPEAKERS ARE ASKED TO LIMIT THEIR COMMENTS TO THREE MINUTES OR LESS. ALL REQUESTS TO SPEAK MUST BE RECEIVED PRIOR TO THE AGENDA ITEM BEING ADDRESSED. IF SPECIAL ACCOMMODATIONS ARE REQUIRED, 48 HOURS NOTICE MUST BE GIVEN TO THE CITY CLERK.

STAFF REPORTS:

COUNCIL COMMITTEE REPORTS:

BUSINESS OF THE COUNCIL:

ADJOURNMENT:

Individuals electing to later challenge any items listed herein will be limited to addressing only those issues raised at any public hearing or in written correspondence received by the Governing Board prior to the meeting.

Agenda-January 21, 2025

Page 6 of 6 ends

Materials related to an item on this Agenda submitted to the Governing Board after distribution of the agenda packet are available for public inspection in the City Clerk's Office at 220 East Mountain View Ste. A, Barstow, CA 92311 during normal business hours.

The City of Barstow, in complying with the Americans with Disabilities Act (ADA), requests individuals who require special accommodations to access, attend and/or participate in the City meeting due to disability, to please contact the City Clerk’s Office (760) 255-5122, at least one business day prior to the scheduled meeting to ensure that we may assist you.

I hereby certify, UNDER PENALTY OF PERJURY that this agenda has been posted 72 hours prior to the stated meeting in a place accessible to the public.

Posted on the 17th day of January, 2025.

Regular Meeting
01/21/25 05:00:PM
Maria Chavez
Doc ID: 5845

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None
RECOMMENDED ACTION:

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None
RECOMMENDED ACTION:

Pursuant to (Gov. Code Section 54956.9(d)(1))
The City Council finds, based on advice from legal counsel, that discussion in open session will prejudice the position of the City in the litigation.

Case Name: Ellis v. City of Barstow
Names of Parties or Claimants
San Bernardino County Superior Court Case No. CIV-SB-2307680 2 Packet Pg. 8
Regular Meeting
01/21/25 05:00:PM
Maria Chavez
Doc ID: 5847

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None
RECOMMENDED ACTION:

Pursuant to Government Code Section 54956.9(d)(2) & (e)(1), a point has been reached where, in the opinion of the City Council, on the advice of its legal counsel, based on the below-described existing facts and circumstances, there is a significant exposure to litigation against the City. Facts and circumstances that might result in litigation but which the City believes are not yet known to potential plaintiff or plaintiffs. (Government Code Section 54956.9(e)(1)) Number of Potential Cases: 2 3 Packet Pg. 9
Regular Meeting
01/21/25 05:00:PM
Maria Chavez
Doc ID: 5848

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

CONFERENCE WITH LEGAL COUNSEL - INITIATION OF LITIGATION EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None
RECOMMENDED ACTION:
(Gov. Code § 54956.9(d)(4))
Number of Potential Cases: 1
4 Packet Pg. 10
Regular Meeting
01/21/25 05:00:PM
Maria Chavez
Doc ID: 5849

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

CONFERENCE WITH LEGAL COUNSEL - PROPERTY NEGOTIATORS
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None
RECOMMENDED ACTION:
(Government Code Section 54956.8)
Property: Bureau of Lang Management Land east and north of the commercial developments along Highpoint Parkway, off Lenwood Road
Agency Negotiators: Andy Espinoza Jr., Interim City Manager Negotiating Party: Lewis Acquisition Company, LLC
Under Negotiation: Price and Terms of Payment
5 Packet Pg. 11
Regular Meeting
01/21/25 05:00:PM
Maribel Hernandez
Doc ID: 5853

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

PUBLIC EMPLOYMENT
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None.

RECOMMENDED ACTION:
(Government Code Section 54957)
Title: City Manager
6 Packet Pg. 12
Regular Meeting
01/21/25 05:00:PM
Maribel Hernandez
Doc ID: 5856

CLOSED SESSION AGENDA ITEM
AGENDA MATTER:

PUBLIC EMPLOYMENT
EXECUTIVE SUMMARY:

DISCUSSION:

FISCAL IMPACT:

None.

RECOMMENDED ACTION:
(Government Code Section 54957)
Title: Interim City Manager, Police Chief, Public Safety Director 7 Packet Pg. 13
Regular Meeting
01/21/25 05:00 PM
City Clerk / Records
Maribel Hernandez
Presentation
Doc ID: 5850

AGENDA ITEM
AGENDA MATTER:

CERTIFICATE OF APPRECIATION FOR THE 2024-2025 BARSTOW HIGH SCHOOL VARSITY FOOTBALL.

EXECUTIVE SUMMARY:

Certificates of appreciation will be presented to the 2024-2025 Barstow High School Varsity Football team for their amazing season.

DISCUSSION:

The City Council will present certificates of appreciation to 2024-2025 Barstow High School Varsity Football.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

Presentation only.
8 Packet Pg. 14
Regular Meeting
01/21/25 05:00 PM
City Clerk / Records
Andrea Flores
Report
Doc ID: 5851

AGENDA ITEM
AGENDA MATTER:

AFTER-EVENT REPORT AND PRESENTATION BY BABIES SO SPECIAL EXECUTIVE SUMMARY:

Representative(s) from Babies So Special will be providing an after-event report and presentation on Caleb's Superhero Run held on October 12, 2024.

DISCUSSION:

At the August 5, 2024, City Council meeting, the Council granted a Community Promotional Fund donation for the use of the Sports Park, a fee waiver of $1,323 to Babies So Special to help offset the costs of Caleb's Superhero Color Run. The waiver of fees were included in the FY 2024-2025 budget.

Per the Policy, applicants who are awarded a promotional fund grant or in-kind services must commit to providing an after-event report and presentation to the City Council outlining how the group used the funding provided by the City of Barstow for the benefit of the community. As a recipient of a community promotional fund grant, Dos Costas Communications Corporation will be providing its after-event report and presentation.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

After-event report and presentation only.
9 Packet Pg. 15
Regular Meeting
01/21/25 05:00 PM
Administrative Services
Sydnie Harris
Amendment
Doc ID: 5842

AGENDA ITEM
AGENDA MATTER:

APPROVAL OF AMENDMENT (SIDE LETTER) TO THE MEMORANDUM OF UNDERSTANDING (MOU) WITH TEAMSTERS LOCAL 1932 - UNIT 1
EXECUTIVE SUMMARY:

DISCUSSION:

The attached amendment (side letter) to the Memorandum of Understanding (MOU) between the City of Barstow and Teamsters Local 1932, Unit 1, is presented to the City Council for approval as the 2022- 2025 MOU previously approved did not include a term of compensation that had been agreed to during the collective bargaining process. The term of compensation relates to Mechanics/Sr. Mechanics with a National Institute for Automotive Service Excellence certification. Mechanics/Sr. Mechanics possessing the National Institute for Automotive Service Excellence certification shall receive a 5% increase over their base wage rate as a National Institute for Automotive Service Excellence Certification Premium pay.

The National Institute for Automotive Service Excellence Certification Premium is currently being paid and has historically been paid to Mechanics/Sr. Mechanics with the National Institute for Automotive Service Excellence certification. Mechanics/Sr. Mechanics obtaining certification after the date of the approval of the amendment to the 2022-2025 MOU are eligible for the stipend on the first day of the pay period following the submittal of the National Institute for Automotive Service Excellence certification to the City’s Human Resources Department.

The City has conferred with Teamsters Local 1932—Unit 1 representatives, and both parties agree that the amendment to the MOU (side letter) being presented to the City Council represents the agreed-upon term of compensation relating to the National Institute for Automotive Service Excellence Certification Premium.

FISCAL IMPACT:

There will be no additional fiscal impact as these are exisitng premiums paid to qualifying employees and were included as part of the approved FY 25 budget.

RECOMMENDED ACTION:

Staff recommends that the City Council take the following action:

1. Approve the Amendment to the 2022-2025 Memorandum of Understanding (side letter) between the City of Barstow and Teamsters Local 1932 – Unit 1 pertaining to the National Institute for Automotive Service Excellence certification.
10 Packet Pg. 16

AMENDMENT TO MOU BETWEEN

THE CITY OF BARSTOW
AND
TEAMSTERS LOCAL 1932, UNIT 1
The City of Barstow (“City”) and Teamsters Local 1932 (“Local 1932”), exclusive representative of Unit 1, hereby enter into this Agreement in order to modify the Memorandum of Understanding (MOU) entered into between the City and Local 1932 on July 25, 2022.

The Amendment to the MOU is made necessary so as to include a term of compensation agreed to as part of the bargaining resulting in the 2022-2025 MOU but which was not included in the final draft. This Amendment shall be incorporated into the MOU by this reference.

Upon completion of all course work required in order to qualify for issuance of the National Institute for Automotive Service Excellence Certification (NLASE) and timely submission of the certificate to the Human Resource Manager, the Mechanic/Sr. Mechanic shall receive the National Institute for Automotive Service Excellence Certification Premium of a 5% increase over their base wage. In accordance to the California Public Employees’ Retirement Law (PERL), the National Institute of Automotive Service Excellence Premium is to be pensionable.

Mechanic/Sr. Mechanic who, as of the date of approval of this amendment to the MOU, possess the National Institute for Automotive Service Excellence certificate shall receive the 5% increase over their base wage as described in the preceding paragraphs retroactively to July 1, 2022, or the date of which they attained such certification if such certification was attained after July 1, 2022.

Mechanic/Sr. Mechanics are responsible for submitting proof of certification to the Human Resources Department. Any Mechanic/Sr. Mechanic attaining National Institute for Automotive Service Excellence Certification after the date to which this MOU amendment is signed shall be eligible for the 5% beginning the first full day of the pay period following submittal of the National Institute for Automotive Service Excellence certification to the City’s Human Resources Department. No retroactive pay will be paid for delay in submitting certification to the Human Resources Department. Mechanic/Sr. Mechanic are encouraged to submit proof of certification as soon as possible after issuance of the certificate to avoid delay in payment of the stipend.

Date: ________________ Date: ________________
_____________________________ _____________________________ For the City of Barstow For Teamsters Local 1932, Unit 1

10.a
Packet Pg. 17
Attachment: Unit 1 - Mechanic Certification MOU Amendment 01 14 2025 (5842 : MOU Amendment (Side Letter) Approval for Unit 1 - Mechanic Regular Meeting
01/21/25 05:00 PM
Planning Commission
Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
AGENDA MATTER:

INTRODUCTION OF ORDINANCE NO. XXX-2025 APPROVING A DEVELOPMENT AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC FOR A 146-UNIT SINGLE-FAMILY RESIDENTIAL HOUSING

PROJECT LOCATED AT THE SOUTHWEST CORNER OF RIMROCK ROAD AND HIGGINS ROAD EXECUTIVE SUMMARY:

EXECUTIVE SUMMARY:

Staff recommends the City Council introduce Ordinance No. XXX-2025 approving a Development Agreement with Lewis Land Developers, LLC, for the development of a housing project. The proposed project consists of 146 single-family residential units, and two infrastructure lots, on an approximately 36.06 acre site at the southwest corner of Rimrock Road and Higgins Road. The City’s Planning Commission previously approved the project in 2013, extending a prior approval from 2006.

Lewis Land Developers, LLC intends to take over and complete the long-stalled project, given improved market conditions, and requests the City Council approve the proposed Development Agreement extending the project’s Vesting Tentative Map No. 17713 and modifying certain traffic improvements conditions. The Planning Commission recommends the Development Agreement pursuant to Resolution 565-2024.

The City’s approval of the proposed Development Agreement and related Planning Commission Resolution and City Council Ordinance do not require further review under the California Environmental Quality Act as the proposed vesting tentative tract map extension and project conditions modifications approved by the Development Agreement are consistent with the project’s previously adopted Negative Declaration and Initial Study, which satisfied CEQA’s requirements.

DISCUSSION:

The City previously approved a 146-unit single-family residential project for this approximately

36.06 acre site located at the southwest corner of Rimrock Road and Higgins Road. Specifically, on August 21, 2006, the City Council approved a General Plan Amendment #06-03 and a Zone Change #06-03 changing the zoning designation from Mixed Land Use to former Single-Family Residential (RS-6). The Tentative Tract Map (TTM) #17713 was approved by the Planning Commission on June 12, 2006, and the Mitigated Negative Declaration (MND) was adopted on 11 Packet Pg. 18
Regular Meeting
01/21/25 05:00 PM
Planning Commission
Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
August 21, 2006. The MND recertified the TTM to create 148 parcels from 9 parcels. The MND reaffirmed the 2006 approval of the projects proposed 148 lot subdivision– divided into 146 single-family dwelling unit residential lots and 2 non-residential infrastructure lots. The Planning Commission later approved a Vesting Tentative Tract Map for the project on March 11, 2013, relying on the 2006 MND, and reaffirming the project’s approved 146 single-family residential lots and two non-residential lettered lots (non-buildable, used for infrastructure such as drainage control).

This proposed density of approximately 4 units per acre is less than the maximum allowed density in the Diverse Use zone per Barstow Municipal Code section 19.12.020. The proposed lots are also consistent with the minimum lot sizes identified in Barstow Municipal Code Chapter

19.10.040.

The proposed Development Agreement:
 Extends the life of the project’s existing Vesting Tentative Map approval, which approved a project of 146 single-family residential units on approximately 36.06 acres.  Extends the vesting tentative tract map for an additional ten (10) year period, plus an option to extent for one five (5) year period.
 Modifies certain roadway improvements conditions to be consistent with the City’s Circulation Element and updated traffic improvements planning.  Removes the Higgins Road developments.

The Higgins Road developments were also removed from this project for several reasons.

There is an existing raised center median in Rimrock Road which would need to be removed and modified to permit access onto Higgins Road. Higgins Road is also not a through street on the north side of Rimrock Road because it is segmented between Rimrock Road and Forane Street.
11 Packet Pg. 19
Regular Meeting
01/21/25 05:00 PM
Planning Commission
Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
Furthermore, Southern California Edison is on the south side of Rimrock Road while the Desert Heights Apartments are on the north side of Rimrock Road; the proximity of Higgins Road to these two location would potentially cause traffic turning and moving conflicts at these two locations. Finally, there is a high-voltage, electrical transmission line within an easement on Higgins Road. This transmission line crosses over Rimrock Road from the north and continues south for approximately one mile where it connects to another major transmission line. Any improvements to Higgins Road would require the relocation and undergrounding of the line which is extremely costly.

Montara Road is the preferred point of access, and it is approximately 1,200 feet east of the project site. Future development in this area will include local streets connecting to the future extension of Montara Road—which is a four lane, primary high capacity road able to support development in this area—a better alternative to Higgins Road, which is a two lane collector street. Montara Road provides better access for this project as well as future development of the vacant land south of Rimrock Road.

Surrounding Uses
Figure 1 includes an aerial photograph of the project site and shows surrounding land uses.

Properties to the north include residential neighborhoods and a park; to the south properties are vacant; to the east uses include Southern California Edison Offices and vacant properties; and properties to the west include residential neighborhoods.

Figure 1: Aerial Photo of Tentative Tract Area
11 Packet Pg. 20
Regular Meeting
01/21/25 05:00 PM
Planning Commission
Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
Since 1969, California has required that all cities and counties adequately plan to meet the housing needs of everyone in their communities. This is accomplished through the adoption of a Housing Element of the General Plan. The Development Agreement and its proposed Project is consistent with the actions, goals, objectives, and policies of the City's General Plan and Zoning Regulations because the site is zoned Diverse Use, which allows single-family residential development and is within the maximum density allowed in the Diverse Use zone. The proposed project is also consistent with the Housing Element.

ENVIRONMENTAL REVIEW
This project is exempt from the California Environmental Quality Act ("CEQA") based on an Initial Study and previously certified Mitigated Negative Declaration (MND) in 2006 for the Tentative Tract Map, and the MND was amended on March 11, 2013. The project’s current scope is the same as the project for which the MND was certified in 2006. The proposed 11 Packet Pg. 21
Regular Meeting
01/21/25 05:00 PM
Planning Commission
Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
Development Agreement and related Planning Commission Resolution and City Council Ordinance do not require further review under the California Environmental Quality Act (“CEQA”) as the proposed vesting tentative tract map extension and project conditions modifications are consistent with the project’s previously adopted Negative Declaration and Initial Study, which satisfied CEQA’s requirements.

This project is a permitted use within the Diverse Use zone under the BMC Chapter 19.46 and in accordance with the General Plan and Housing Element. This City adoption of the ordinance is exempt from review under the California Environmental Quality Act ("CEQA") because the ordinance approving the Development Agreement extending the life and modifying certain conditions for the Project is consistent with an Initial Study and previously certified Mitigated Negative Declaration in 2006 for the Tentative Tract Map, and the related, later amended Mitigated Negative Declaration approved on March 11, 2013.

The project’s current scope is the same as the project for which the Mitigated Negative Declaration was previously approved. The proposed Development Agreement and related Planning Commission Resolution and City Council Ordinance do not require further review under CEQA as the proposed vesting tentative tract map extension and project conditions modifications approved by the Development Agreement are consistent with the project’s previously adopted Negative Declaration and Initial Study, which satisfied CEQA’s requirements.

This project is a permitted use within the Diverse Use zone under the BMC Chapter 19.12 and in accordance with the General Plan, Housing Element, and Zoning Map. The project proposes 146 single-family units, and two infrastructure lots, across an approximately 36.06 acre site and will not create any environmental impacts beyond those impacts already analyzed under the existing Mitigated Negative Declaration.

GENERAL PLAN CONFORMITY FINDINGS
Before the City Council can approve a development agreement, the City Council must find the terms of the development agreement are consistent with the General Plan and any applicable specific plan (BMC section 19.46.040(b)(2)).

The General Plan consists of 13 elements. Each element of the General Plan carries the same authority concerning land use issues. The Planning Commission reviewed this project’s 11 Packet Pg. 22
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Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
consistency with all elements of the General Plan, and the proposed development agreement was found to be in conformance with all applicable elements. A review of the relevant elements of the General Plan that apply to the development agreement and findings of consistency for those General Plan elements are presented below.
 General Plan. The Development Agreement is consistent with the objectives, policies, general land uses and programs specified in the General Plan as it focuses on the establishment of newly developed land which serves existing residents and entices new residents to the community.
 Land Use Element. The Development Agreement is consistent with the Land Use Element because a goal of the Land Use Element is to develop “lands immediately south of Rimrock Road, that could accommodate an additional 500 or more single‐family residences.” This project accommodates 146 lots designated for single family residences.  Housing Element. The Development Agreement is consistent with the Housing Element because the project aids the unmet single-family residential housing needs in the City and helps the City meet its Regional Housing Needs Assessment allocation requirements by adding an addition 146 single-family residential units.

The site is also zoned Diverse Use, which allows single-family residential development and is within the maximum density allowed in the Diverse Use zone. The proposed Development Agreement extends the life of the project’s existing Vesting Tentative Map approval, which approved a project of 146 single-family residential units on approximately 36.06 acres. This proposed density of approximately 4 units per acre is less than the maximum allowed density in the Diverse Use zone. The proposed lots are also consistent with the minimum lot applicable to the site given it is zoned Diverse Use.
 Circulation Element. The Development Agreement is consistent with the Circulation Element as it removes of Higgins Road as the preferred point of access. On Rimrock Road, both Southern California Edison (south side) and Desert Heights Apartments (north side) have entrances. Using Higgins Road as the point of access would likely cause congestion and conflicts with traffic turning movements because it is a two-lane street with low to moderate capacity. Conversely, Montara Road’s future extension is a four-lane, primary thru-road. Future development in the subject site’s area will include local streets connecting 11 Packet Pg. 23
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01/21/25 05:00 PM
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Genesis Jordan
Tract Maps
Doc ID: 5840

COUNCIL AGENDA ITEM
to the future extension of Montara, which aligns with the City’s updated traffic improvements planning. This increased traffic capacity improves convenience and general welfare.

FISCAL IMPACT:

There will be no cost to the City associated with this recommendation. This recommendation has no staffing impact beyond the normal budgeted scope of duties.

RECOMMENDED ACTION:

A RESOLUTION OF THE PLANNING COMMISSION OF THE

CITY OF BARSTOW RECOMMENDING APPROVAL OF ORDINANCE APPROVING DEVELOPMENT AGREEMENT WITH LEWIS LAND DEVELOPERS. LLC., FOR THE DEVELOPMENT OF HOUSING ON 36.06 ACRES OF REAL PROPERTY

LOCATED ON THE SOUTHWEST CORNER OF RIMROCK ROAD AND HIGGINS ROAD
WHEREAS, the Lewis Land Developers, LLC, a developer, requests Planning Commission consideration of a proposed Development Agreement for the development of a 146- lot single family residential project (‘Project”); and
WHEREAS, under its constitutional police power, the City has the authority to regulate use of land and to approve development agreements for the development of a residential projects; and
WHEREAS, the City’s procedures for approving and reviewing development agreements are set forth in Chapter 19.46 of the Barstow Municipal Code; and WHEREAS, the City desires to enter into a Development Agreement with Lewis Land Developers, LLC to allow for the construction of housing in the City at the Site.

WHEREAS, the California Legislature has found that “California has a housing supply and affordability crisis of historic proportions”; and
WHEREAS, the site subject to the proposed Development Agreement consists of the approximately 36.06 acres on the southwest corner of Rimrock Road and Higgins Road as set forth in the legal description of the property, attached to the Development Agreement as its Exhibit A; and;
WHEREAS, the Planning Commission recommends the City Council find the adoption of this ordinance is in the best interest of the health, welfare, and safety of the public because it enables a single-family residential housing development project and brings muchneeded new housing to the City by extending the life of a previously approved single-family residential development project to allow for a new, well-capitalized developer to complete the project given favorable market conditions, and adjusts certain roadway improvements conditions to match the City’s Circulation Element and updated traffic improvements planning.

NOW, THEREFORE BE IT RESOLVED, that the Planning Commission of the City of Barstow does hereby recommend approval the proposed Development Agreement between the City of Barstow and Lewis Land Developers, LLC, attached as “Exhibit A”, based on the following findings:

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Attachment: PC RESO LEWIS HOUSING PROJECT(382444.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382444.2

1. The Development Agreement is consistent with the objectives, goals, and policies of the City’s General Plan.

2. The Development Agreement is compatible with the zoning and land use district in which the real property is located.

3. The Development Agreement, if approved, is in the best interest of the public health, safety, and general welfare of the City and its residents and constitutes a present exercise of the City’s police power, because the project aids the unmet single-family residential housing needs in the City and helps the City meet its Regional Housing Needs Assessment (RHNA) allocation requirements by adding an addition 146 singlefamily residential units.

4. The Development Agreement is consistent with the actions, goals, objectives, and policies of the City's General Plan and Zoning Regulations because the site is zoned Diverse Use, which allows single-family residential development and is within the maximum density allowed in the Diverse Use zone. The proposed Development Agreement extends the life of the project’s existing Vesting Tentative Map approval, which approved a project of 146 single-family residential units on approximately 36.06 acres. This proposed density of approximately 4 units per acre is less than the maximum allowed density in the Diverse Use zone per Barstow Municipal Code section

19.12.020. The proposed lots are also consistent with the minimum lot sizes identified in Chapter 19.10.040 of the Barstow Municipal Code, applicable to the site given it is zoned Diverse Use, per Barstow Municipal Code section 19.12.020. The proposed development agreement extends the vesting tentative tract map for an additional ten year period, plus a further five-year option, and modifies certain roadway improvements conditions to be consistent with the City’s Circulation Element and updated traffic improvements planning.

5. The City’s approval of this Development Agreement is exempt from review under the California Environmental Quality Act (CEQA) because the ordinance approving the Development Agreement extending the life and modifying certain conditions for the Project is consistent with an Initial Study and previously certified Mitigated Negative Declaration in 2006 for the Tentative Tract Map, and the related, later amended Mitigated Negative Declaration approved on March 11, 2013. The project’s current scope is the same as the project for which the Mitigated Negative Declaration was previously approved. The proposed Development Agreement and related Planning Commission Resolution and City Council Ordinance do not require further review under the California Environmental Quality Act (“CEQA”) as the proposed vesting tentative tract map extension and project conditions modifications approved by the Development Agreement are consistent with the project’s previously adopted Negative Declaration and Initial Study, which satisfied CEQA’s requirements.

6. This project is a permitted use within the Diverse Use zone under the BMC Chapter

19.12 and in accordance with the General Plan, Housing Element, and Zoning Map.

The project proposes 146 single-family units, and two infrastructure lots, across an

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Attachment: PC RESO LEWIS HOUSING PROJECT(382444.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382444.2
approximately 36.06 acre site and will not create any environmental impacts beyond those impacts already analyzed under the existing Mitigated Negative Declaration.

Having made these findings, and finding the proposed Development Agreement consistent with the Barstow General Plan, Housing Element, and Municipal Code, the Planning Commission hereby recommends that the City Council approve an Ordinance approving the proposed development agreement attached as Exhibit A.

PASSED, APPROVED, AND ADOPTED this 9th day of December 2024.

DATED: ____________, 2024
___________________________
Juan Antonio DeLucas, Chair
ATTEST:
_____________________________
Andrea Flores, City Clerk
I, Andrea Flores, City Clerk of the City of Barstow, hereby certify that the foregoing Planning Commission Resolution was duly passed at a regular meeting of the Planning Commission of the City of Barstow held on the 9th day of December 2024 by the following vote on roll call:

Ayes:

Noes:

Absent:
_____________________________
Andrea Flores, City Clerk

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Attachment: PC RESO LEWIS HOUSING PROJECT(382444.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382783.2
ORDINANCE NO. ___-2025

AN ORDINANCE OF THE CITY COUNCIL OF THE

CITY OF BARSTOW APPROVING A DEVELOPMENT AGREEMENT WITH LEWIS LAND DEVELOPERS, LLC., FOR THE DEVELOPMENT OF HOUSING ON 36.06

ACRES OF REAL PROPERTY LOCATED ON THE SOUTHWEST CORNER OF

RIMROCK ROAD AND HIGGINS ROAD
WHEREAS, Lewis Land Developers, LLC, requests City Council consideration of a proposed Development Agreement for the development of a 146-lot single family residential project (‘Project”); and
WHEREAS, under its constitutional police power, the City has the authority to regulate use of land and to approve development agreements for the development of a residential projects; and
WHEREAS, the City’s procedures for approving and reviewing development agreements are set forth in Chapter 19.46 of the Barstow Municipal Code; and WHEREAS, the City desires to enter into a Development Agreement with Lewis Land Developers, LLC to allow for the construction of housing in the City at the Site; and WHEREAS, the California Legislature has found that “California has a housing supply and affordability crisis of historic proportions”; and WHEREAS, the site subject to the proposed Development Agreement consists of the approximately 36.06 acres on the southwest corner of Rimrock Road and Higgins Road as set forth in the legal description of the property, attached to the Development Agreement as its Exhibit A; and
WHEREAS, the City Council finds the adoption of this ordinance is in the best interest of the health, welfare, and safety of the public because it enables a single-family residential housing development project and brings much-needed new housing to the City by extending the life of a previously approved single-family residential development project to allow for a new, well-capitalized developer to complete the project given favorable market conditions, and adjusts certain roadway improvements conditions to match the City’s Circulation Element and updated traffic improvements planning.

NOW THEREFORE, the City Council of the City of Barstow hereby ordains as follows:

Section 1. Incorporation of Recitals. The above set forth recitals and findings are true and correct and incorporated herein by reference, as if set forth herein in full.

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Attachment: FINAL CC ORDINANCE LEWIS GROUP DA(382783.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382783.2
Section 2. Finding Regarding the Development Agreement. Based upon the foregoing facts and findings for the Development Agreement, the City Council hereby determines as follows:

A. Notice of the December 9, 2024 Planning Commission public hearing was publicly provided by publication on ________.

B. Notice of the January 21, 2025 City Council public hearing was publicly provided by publication on ________.

C. At the December 9, 2024, Planning Commission public hearing, the Planning Commission recommended approval of this proposed Development Agreement.

D. The Development Agreement is correct and in compliance with Government Code Section 65865.2 and Barstow Municipal Code (BMC) Chapter 19.46.

E. The Development Agreement, if approved, is in the best interests of the City because the project aids the unmet single-family residential housing needs in the City and helps the City meet its Regional Housing Needs Assessment (RHNA) allocation requirements by adding an additional 146 single-family residential units.

F. The Development Agreement is consistent with the actions, goals, objectives, and policies of the City's General Plan and Zoning Regulations because the site is zoned Diverse Use, which allows single-family residential development and is within the maximum density allowed in the Diverse Use zone. The proposed Development Agreement extends the life of the project’s existing Vesting Tentative Map approval, which approved a project of 146 single-family residential units on approximately 36.06 acres. This proposed density of approximately 4 units per acre is less than the maximum allowed density in the Diverse Use zone per Barstow Municipal Code section 19.12.020. The proposed lots are also consistent with the minimum lot sizes identified in Chapter 19.10.040 of the Barstow Municipal Code, applicable to the site given it is zoned Diverse Use, per Barstow Municipal Code section 19.12.020. The proposed development agreement extends the vesting tentative tract map for an additional ten year period, plus a further five-year option, and modifies certain roadway improvements conditions to be consistent with the City’s Circulation Element and updated traffic improvements planning.

G. The application to the City was made on forms approved, and contains all information required by the Director and is filed with the Department in compliance with Chapter

19.46;
H. The application was accompanied by all lawfully required documents, materials, and information; and
I. With the adoption of this ordinance and its approval of the Development Agreement as

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Attachment: FINAL CC ORDINANCE LEWIS GROUP DA(382783.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382783.2
consistent with the requirements in Chapter 19.46 of the Barstow Municipal Code and the City’s General Plan and Zoning Regulations, the City Council approves the Proposed Project.

Section 3. CEQA. This City Council’s adoption of this ordinance is exempt from review under the California Environmental Quality Act ("CEQA") because the ordinance approving the Development Agreement extending the life and modifying certain conditions for the Project is consistent with an Initial Study and previously certified Mitigated Negative Declaration in 2006 for the Tentative Tract Map, and the related, later amended Mitigated Negative Declaration approved on March 11, 2013. The project’s current scope is the same as the project for which the Mitigated Negative Declaration was previously approved. The proposed Development Agreement and related Planning Commission Resolution and City Council Ordinance do not require further review under CEQA as the proposed vesting tentative tract map extension and project conditions modifications approved by the Development Agreement are consistent with the project’s previously adopted Negative Declaration and Initial Study, which satisfied CEQA’s requirements.

Section 4. Approvals. In view of all the evidence and based on the foregoing findings the City Council approves the Development Agreement with Lewis Land Developers, LLC and approves a Notice of Exemption from California Environmental Quality Act review for the Proposed Project, subject to the Conditions of Approval in the Development Agreement.

Section 5. Authorization to Execute Development Agreement. Pursuant to Barstow Municipal Code Chapter 19.46, the City Council directs the City Manager and the City Attorney to complete the development agreement embodying the terms and conditions of the Proposed Project as conditionally approved and authorizes the City Manager to execute the development agreement, which shall be substantially consistent with the proposed development agreement attached as “Exhibit A."
Section 6. Severability. Should any provision of this Ordinance, or its application to any person or circumstance, be determined by a court of competent jurisdiction to be unlawful, unenforceable or otherwise void, that determination shall have no effect on any other provision of this Ordinance or the application of this Ordinance to any other person or circumstance and, to that end, the provisions hereof are severable.

Section 7. Effective Date. This Ordinance shall take effect thirty (30) days after adoption as provided by Government Code Section 36937.

Section 8. Indemnification. Developer shall defend, indemnify and hold harmless City, its elected and appointed commissions, officers, agents and employees, from and against any and all damages, claims, costs and liabilities arising out of the personal injury or death of any third party, or damage to the property of any third party, to the extent such damages, claims, costs or

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Attachment: FINAL CC ORDINANCE LEWIS GROUP DA(382783.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382783.2
liabilities arise out of or in connection with the construction or operations of the Project under this Agreement by Developer or by Developer's contractors, subcontractors, agents or employees. Nothing in this Section 7 shall be construed to mean that Developer shall defend or indemnify City from or against any damages, claims, costs or liabilities arising from, or alleged to arise from, activities associated with the maintenance or repair by City or any other public agency of improvements that have been offered for dedication and accepted by City or such other public agency. City and Developer may from time to time enter into subdivision improvement agreements, as authorized by the Subdivision Map Act, which agreements may include defense and indemnity provisions different from those contained in this Section 7. In the event of any conflict between such provisions in any such subdivision improvement agreement and the provisions set forth above, the provisions of the agreement that provides greater indemnification shall prevail. No provision of this Agreement shall be construed to require any party to enter into subdivision improvement agreement that contains defense and indemnity provisions different from those contained in this Section 7. Full Indemnification terms are stated in Development Agreement.

Section 9. Certification. The City Clerk shall certify to the passage and adoption of this Ordinance and shall give notice of its adoption as required by law. Pursuant to Government Code Section 36933, a summary of this Ordinance may be published and posted in lieu of publication and posting of the entire text.

PASSED, APPROVED AND ADOPTED this _____ day of __________, 2025 __________________________________
Tim Silva, Mayor
ATTEST:
______________________________
Andrea Flores, City Clerk
I, Andrea Flores, City Clerk for the City of Barstow, California, and ex-officio Clerk of the City Council, do hereby certify under penalty of perjury that the foregoing is a true and correct copy of Ordinance No. ___-2025, which was introduced at a regular meeting of the City Council of the City of Barstow held on the on the ____ day of _________ 2025, and adopted at the regular meeting of the City Council of the City of Barstow on the ____ day of _________ 2025, by the following vote:

AYES:

NOES:

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Attachment: FINAL CC ORDINANCE LEWIS GROUP DA(382783.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382783.2
ABSTAIN:

ABSENT:
____________________________
Andrea Flores, City Clerk

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Attachment: FINAL CC ORDINANCE LEWIS GROUP DA(382783.2) (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) -1- 382437.5

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

LEWIS LAND DEVELOPERS, LLC
c/o Lewis Management Corp
1156 North Mountain Ave.

Upland, CA 91786
Attn: Legal Dept (WBF)
(SPACE ABOVE FOR RECORDER’S USE ONLY)
This document is exempt from the payment of a recording fee pursuant to Government Code § 27383 and §6103.

DEVELOPMENT AGREEMENT
This Development Agreement (“Agreement”), dated as of _______________, 2024 (the “Reference Date”) and effective on the date it is recorded with the County Recorder of the County of San Bernardino, is made by and among the CITY OF BARSTOW, a municipal corporation (the “City”), and LEWIS LAND DEVELOPERS, LLC, a Delaware limited liability company (the “Developer”).

RECITALS
A. The City is authorized to enter into development agreements with persons having legal or equitable development interests in real property which is located either within the City or within its sphere of influence, pursuant to Government Code Section 65864, et seq., and Chapter

19.46 of the City Municipal Code.

B. The City has adopted rules and regulations for consideration of development agreements, pursuant to Government Code Section 65865 and Chapter 19.46 of the City Municipal Code (the “City DA Regulations”). Unless otherwise provided in this Agreement, the City DA Regulations shall apply to this Agreement.

C. Developer has entered into that certain Purchase and Sale Agreement dated September 13, 2024 (the “Purchase Agreement”), to purchase real property containing approximately 36.06 acres on the southwest corner of Rimrock Road and Higgins Road as set forth in Exhibit “A” attached hereto and as depicted on Exhibit “B” attached hereto (the “Property”), which Property is the subject of this Agreement. Developer has agreed to the recordation of this Agreement against the Property after Developer acquires fee title to the Property under the Purchase Agreement. If Developer does not acquire fee title to the Property, then this Agreement shall be of no effect.

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) -2- 382437.5 Barstow Development Agreement
D. The City previously approved that certain Vesting Tentative Map No. 17713, Phases 1 Through 4 (#PTTM-13-0001) (the “Vesting Map”) on March 11, 2013 (the “Vesting Map Date”) for the development of a 146 lot single family residential project (the “Project”). The Vesting Map currently expires on March 22, 2026 and will extend, with the approval of this Agreement, for the term of this Agreement as set forth in Sections 2.c and 4.a. A copy of the Vesting Map is attached hereto as Exhibit “C”.

E. The City’s approval of the Vesting Map on March 11, 2013 (the “Vesting Map Date”) was subject to those Conditions of Approval issued by the City’s Planning Commission attached hereto as Exhibit “D” (the “Map Conditions”).

F. This Agreement, the Vesting Map and the Project are consistent with the City of Barstow General Plan and each of its elements.

G. This Agreement and the Project will serve to implement the policies, objectives and standards of each element of the City of Barstow General Plan.

H. All actions taken by the City have been duly taken in accordance with all applicable legal requirements, including the California Environmental Quality Act, Public Resources Code Section 21000, et seq., and all requirements for notice, public hearings, findings, votes and other procedural matters.

I. All actions taken and all approvals granted by the City under this Agreement are a present exercise of the City’s authority over the Property and the Project.

J. This Agreement and the consent of Developer to each of its terms and conditions will eliminate uncertainty in planning and provide for the orderly development of the Property, ensure timely installation of necessary improvements, provide for public services appropriate to the development of the Project, and generally serve the public interest.

AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.
a. Definitions. The following terms when used in this Agreement shall be defined as follows:
“Agreement” means this Development Agreement.
“City” means the City of Barstow, a general law city, including its City Council, officers and employees.
“City Council” means the City Council for the City of Barstow.

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“Current Development Approvals” means the Vesting Map.
“Current Land Use Regulations” means all Land Use Regulations valid and in effect as of the Vesting Map Date.
“Developer” means Lewis Land Developers, LLC, a Delaware limited liability company, and its successors in interest to all or any part of the Property. “Development” means the improvement of the Property by constructing and completing the buildings, structures, improvements, and facilities which are part of the Project including, but not limited to, grading; the construction of on-site or offsite public facilities and improvements; and landscaping. “Development Approvals” means all permits, licenses, or other entitlements, whether discretionary or ministerial, subject to approval or issuance by the City in connection with Development of the Property including, but not limited to, specific plans and amendments; tentative and final subdivision and parcel maps; conditional use permits and site plan review; zoning and zone changes; grading, building, and occupancy permits including, without limitation, the Vesting Map. “Development Plan” means the Current Development Approvals and Subsequent Development Approvals and the Current Land Use Regulations and Subsequent Land Use Regulations which control Development of the Property. The current Development Plan may be modified by Developer, if approved by the City in accordance with the Land Use Regulations.
“Dwelling Units” means single family attached or detached residential units to be sold or leased to members of the general public.
“Effective Date” means the date on which this Agreement is recorded with the County Recorder. The Agreement shall not be recorded until Developer acquires title to the Property in accordance with the Purchase and Sale Agreement. “Exaction” means any requirement of the City in connection with or pursuant to any Land Use Regulation or Development Approval for dedication of construction or improvement of public facilities, payment of Development Impact Fees, or other contribution required in order to address the impacts of Development on the community, or for other public purposes. Processing fees shall not be considered exactions for the purposes of this Agreement.
“Land Use Regulations” means all ordinances; resolutions; codes; rules; regulations; and official policies whether adopted by ordinance, resolution, or otherwise of the City controlling or regulating any aspect of the Development and use of land, including, but not limited to, the permitted uses of land; the density or intensity of use; subdivision requirements; the maximum height and size of proposed buildings; the reservation or dedication of land for public purposes; sign regulations; zoning covering any subject, including, but not limited to, those

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subjects listed in Government Code Section 65850; and the design, improvement and construction standards and specifications for Development of the Property. “Lot” or “lot” means a legal subdivided lot.
“Project” means the Development of the Property contemplated by the Development Plan as such plan may be modified by Developer in accordance with the Land Use Regulations.
“Property” means the real property described on Exhibit “A”. “Recorded or Record” means recordation at the Office of the San Bernardino County Recorder.
“Reservations of Power” means the rights and authority reserved to the City under Section 3(e) of this Agreement and excepted from the Developer’s assurances and rights under this Agreement.
“Subsequent Development Approvals” means all Development Approvals processed by Developer and approved by the City after the Effective Date of this Agreement in connection with Development of the Property, including, without limitation, amendments to the Vesting Map.
“Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective after the Effective Date of this Agreement.
b. Exhibits. The following documents are attached to and by this reference made a part of this Agreement:

Exhibit A - Legal description of Property
Exhibit B - Map of the Property
Exhibit C - Vesting Map
Exhibit D - Map Conditions

2. TERM AND GENERAL RIGHTS.
a. Binding Effect of Agreement. Development of the Property is hereby authorized and shall be carried out only in accordance with the terms of this Agreement. The

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) -5- 382437.5 Barstow Development Agreement
Property and the Developer are subject to each term, condition, and covenant of this Agreement.
b. Ownership of Property. The Developer represents that upon close of escrow pursuant to the Purchase and Sale Agreement, it will be the fee title owner of the Property and this Agreement shall, if approved by the City, then be Recorded. This Agreement shall automatically terminate and be of no force or effect if Developer does not acquire title to the Property pursuant to the Purchase and Sale Agreement within six months of its approval by the City.
c. Term. The term of this Agreement shall expire and terminate on the date that is ten (10) years from the Effective Date of this Agreement (the “Term”). The Term shall automatically extend for an additional five (5) years if Developer commences the mass grading of the Property for the Project before expiration of the Term and provided the Developer is not in default under the Agreement. The Term may be further extended if mutually approved by City and Developer in writing. d. Assignment. The Developer shall have the right to assign this Agreement in whole or in part (provided that no such partial transfer shall be permitted to cause a violation of the Subdivision Map Act, Government Code Section 66410, et seq., or other applicable law) to any person, partnership, joint venture, firm or corporation at any time during the term of this Agreement together with the sale or other transfer of all or a part of the Property to the assignee (each a “Transferee”). Transfers to Transferees of some or all of the Property shall not require approval by the City; provided, however, that Developer shall not be released of its obligations under this Agreement as to the property transferred unless and until an assignment agreement (an “Assignment Agreement”) expressly delineating which party shall bear the continuing obligations under this Agreement, has been fully executed and approved by the City, which approval shall not be unreasonably conditioned, delayed, or withheld. Further, no parcel of land and no owner of any parcel of land subject to this Agreement shall be released from the obligations of this Agreement that attach to that parcel under this Agreement unless and until an Assignment Agreement expressly delineating which party shall bear the continuing obligations under this Agreement has been fully executed and approved by the City, which approval shall not be unreasonably conditioned, delayed, or withheld. In all cases, any obligation of Developer under this Agreement or under the Development Approvals not expressly assumed by a Transferee, in an Assignment Agreement approved by the City in writing, or terminated with respect to a particular portion of the Property under Section 2 (f) or 2(g), shall remain with Developer. In the event of any assignment, City maintains enforceability against both assignor and assignee and any release between such assignor and assignee from the duties or obligations hereunder related to the portion of the Property sold or transferred remain independent of the City, unless the City consents to the release of such assignor from all or part of its obligations under this Agreement. The sale, transfer, or assignment of the Property to an Affiliate of the Developer shall not release the Developer from its obligations hereunder. For purposes of this Agreement,

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“Affiliate” shall mean an entity which controls, is controlled by, or is under common control with the Developer or directly or indirectly with any of the individual owners of Developer.

Notwithstanding the foregoing, the Developer may execute mortgages, deeds of trust, sales and leaseback, or any other form of encumbrance or conveyance required for any reasonable method of financing from a bank, savings and loan, insurance company, or similar institutional lender, for the purpose of securing loans of funds to be used for financing the direct and indirect costs of the Development (including land development costs, reasonable and customary developer fees, loan fees and costs, and other normal and customary project costs). The execution of any of the above-described financing documents shall not be considered a sale, transfer or assignment for purposes of this Section 2.d. Any such encumbrance shall not release Developer or the Property from the obligations and requirements of this Agreement. In the event of a foreclosure of any mortgage, deed of trust, or receipt of a deed in lieu of foreclosure, any such institutional lender shall not be required to submit documentation called for in this Section 2.d.with respect to any transfer of title to the Property to such lender or to any purchaser from such lender. No such parties shall receive any rights or incur any obligations under this Agreement by reason of the foreclosure of the mortgage, deed of trust, or deed in lieu of foreclosure, without assuming in writing the Developer’s obligations of this Agreement.
e. Amendment or Cancellation of Agreement. This Agreement may be amended or canceled in whole or in part only by written consent of the parties in the manner provided for in Government Code Section 65868 or as provided in Section 5.b. of this Agreement. This provision shall not limit any remedy of the City or the Developer as provided by this Agreement.
f. Termination. This Agreement shall be deemed terminated and of no further effect upon the occurrence of any of the following events:
(i) Cancellation this Agreement pursuant to Section 2.e. (ii) Expiration of the term of this Agreement pursuant to Section 2.c. (iii) Termination of this Agreement by the City in accordance with Barstow Municipal Code Sections 19.46.070 and 19.46.080 of the City DA Regulations.
(iv) Entry of a final judgment setting aside, voiding or annulling the adoption of the ordinance approving this Agreement.
(v) The adoption of a referendum measure repealing the ordinance approving this Agreement, or repealing any ordinance, law or Current Land Use Regulation which the Developer determines is reasonably necessary to its completion of the Project in accordance with the Development Plan.

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Termination of this Agreement as provided in this Section 2.f shall not constitute termination of any Development Approvals approved for the Property prior to the date of termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any obligation to have been performed before such termination or with respect to any default in the performance of the provisions of this Agreement which has occurred before such termination or with respect to any obligations which are specifically set forth as surviving this Agreement.
g. Termination of Agreement With Respect to Individual Residential Lots Upon Sale to Public and Completion of Construction. The restrictions and requirements of Section 2.d shall not apply to the sale or lease of any individual Dwelling Unit to a member of the public or other ultimate user. Notwithstanding any other provisions of this Agreement, this Agreement shall automatically terminate with respect to any such Dwelling Unit upon such sale or lease of the individual Dwelling Unit after a final certificate of occupancy or similar certificate has been issued by the City for such Dwelling Unit.:
h. Notices.

As used in this Agreement, “notice” includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder.

All notices shall be in writing and shall be considered given either: (1) when delivered in person to the recipient named below; or (2) on the date of delivery if delivered by an overnight express mail service or by registered or certified mail with return receipt requested, addressed to the recipient named below. All notices shall be addressed as follows:

If to the City:

City Manager
City of Barstow
220 East Mountain View Street, Suite A
Barstow, California 92311
With a copy to:

Director of Community Development
City of Barstow
220 East Mountain View Street, Suite A
Barstow, California 92311
and

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Matthew Summers, City Attorney/
Colantuono, Highsmith & Whatley, PC
790 E Colorado Blvd, Ste 850
Pasadena CA 91101
If to the Developer:

Lewis Land Developers, LLC
Attn: John M. Goodman
1156 N. Mountain Avenue
Upland, California 91786-3633
With a copy to:

Lewis Management Corp.

Attn: W. Bradford Francke
P.O. Box 670
Upland, CA 91786-3633
1156 North Mountain Avenue
Upland, California 91785-0670
Either party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change.

3. VESTED DEVELOPMENT RIGHTS.
a. Rights to Develop. Subject to the terms, conditions, and covenants of this Agreement, including the Reservations of Power in Section 3.e, Developer has a vested right to develop the Project on the Property in accordance with, and to the extent of, the Development Plan, as such Development Plan may be amended by any Subsequent Development Approvals. Additionally the City hereby approves the proposed uses of the Property, the density and intensity of use, the maximum height and size of proposed buildings, and provisions for reservation and dedication of land for public purposes as set forth in the Development Plan. Subject to the timing of development which is at the discretion of the Developer under Section 3.b, Developer shall, if Developer proceeds with the development of the Project, be responsible for completing all conditions of approval imposed on the Project and the Development Plan, including payment of all impact fees and completion of all mitigation measures in the existing Development Plan, unless modified by this Agreement or by a Subsequent Development Approval. b. Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement including the Reservations of Power in Section 3.e, the rules, regulations and official policies governing permitted uses of the Property, the

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density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property shall be the Current Land Use Regulations provided they do not conflict with the Current Development Approvals .
c. Timing of Development. The parties acknowledge that the Developer cannot at this time predict when or the rate at which phases of the Property will be developed.

Such decisions depend upon numerous factors which are not within the control of the Developer, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Except as expressly provided by this Agreement, the rate, timing, phasing, and sequencing of development shall be at the discretion of the Developer and communicated to the City in writing.. In the event that a Subsequent Land Use Regulation is enacted, whether by action of the City Council or by initiative or otherwise, which governs the rate, timing, phasing or sequencing of new development or construction in the City, or imposes a residential growth management program or moratorium on development, such Subsequent Land Use Regulation shall not apply to the Property or the Project or any portion thereof. The intent of the parties in agreeing to this subsection is to avoid the result in Pardee Construction Co. v. City of Camarillo, 37 Cal.3d 465 (1984) where a subsequent growth management program adopted by initiative prevailed over a prior land use agreement which did not expressly address the timing, phasing or sequencing of development.
d. Changes and Amendments. The parties acknowledge that amendments to the Current Development Approvals for the Project is intended by Developer and shall require Subsequent Development Approvals. In the event the Developer finds that a change in the Current Development Approvals is necessary or appropriate, the Developer shall apply for a Subsequent Development Approval to effectuate such change and the City shall process and act on such application to approve, approve conditionally, or deny it in accordance with the Current Land Use Regulations, except as otherwise provided by this Agreement including the Reservations of Power. Unless otherwise required by law, as determined in the City’s reasonable discretion, a change to the Current Development Approvals shall be deemed “minor” and not require an amendment to this Agreement, but shall still require approval by the City’s Community Development Director in writing, provided, however, that such change does not:
(i) Alter the permitted uses of the Property as a whole; or, (ii) Increase the density or intensity of use, or number of Dwelling Units, of the Project as a whole; or,
(iii) Increase the maximum height and size of permitted buildings; or,

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(iv) Delete any requirement for the reservation or dedication of land for public purposes within the Property or otherwise remove any current impact mitigation measure under the Development Plan; or,
(v) Constitute a project requiring the preparation of an environmental impact report pursuant to Public Resources Code Section 21166. e. Reservations of Power.
(i) Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development of the Property:
a) Processing fees and charges imposed by the City on applicants and projects to cover the estimated actual costs to the City of processing applications for this Agreement and Development Approvals, for monitoring compliance with any Development Approvals, or for monitoring compliance with environmental or other impacts mitigation measures.
b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. c) The then-current California Building Standards Code referred to in California Health and Safety Code Section 18935 or other successor state statute and other Uniform Construction Codes provided that any such Uniform Code shall apply to the Development only to the extent that the Code has been adopted by the City and is in effect in the City. Regulations governing construction standards and specifications including, without limitation, the City’s Building Code, Plumbing Code, Mechanical Code, Electrical Code, Fire Code and Grading Code.
d) Regulations which are not in conflict with the Development Plan. In the event of a dispute between the City and the Developer with respect to this provision, the dispute shall be resolved by a court of competent jurisdiction.
(ii) Subsequent Development Approvals. The Project shall remain subject to all Subsequent Development Approvals required to complete the Project, including architectural review. The City shall accept for processing, review and action all applications for Subsequent Development Approvals, and such applications shall be processed in the normal manner for processing such matters. Except as otherwise provided in Section 3.e, the City, in acting on Subsequent Development Approvals, shall apply the Current Land Use Regulations. This Agreement shall not prevent the City from denying or

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conditionally approving any Subsequent Development Approval on the basis of the Current Land Use Regulations or the Subsequent Land Use Regulations applicable to the Project under this Agreement. (iii) Modification or Suspension by State or Federal Law. In the event that state or federal laws or regulations, enacted after the Effective Date or by determination of a court of competent jurisdiction, prevent or preclude compliance with one or more of the provisions of this Agreement, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with such state or federal laws or regulations, provided, however, that this Agreement shall remain in full force and effect to the extent that the parties agree that it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render the remaining provisions impractical to enforce.
(iv) Police Power. The parties acknowledge and agree that the City is restricted in its authority to limit its police power by contract and that the limitations, reservations and exceptions set forth in this Section 3.e are intended to reserve to the City all of its police power which cannot be so limited. (v) Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not within the control of the City possess authority to regulate aspects of the Development of the Property separately from or jointly with the City and this Agreement does not limit the authority of such other public agencies, except for the Agency.

4. VESTING MAP.
a. Vesting Map Extension. The term of the Vesting Map currently expires on March 22, 2026. In accordance with Government Code Section 66452,6, the term of Vesting Map shall extend for the term of this Agreement and any extension of that term all as set forth in Section 2.c of this Agreement. b. Map Conditions. City has determined that it is not necessary for the development of the Project to be conditioned on constructing any off-site improvements to Higgins Road, including paving, curb, gutter, sidewalk and/or drainage control (the “Higgins Road Improvements”). As such, the City agrees that the Map Conditions are amended by this Agreement to remove any requirement by Developer or the Project to construct any Higgins Road Improvements. All other conditions of approval and impact mitigation requirements of the Development Plan remain in place, unless modified under this Agreement or by a Subsequent Development Approval.

5. PERIODIC REVIEW FOR COMPLIANCE.

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a. Periodic Review. The City may review this Agreement every 12 months from the Effective Date in accordance with Barstow Municipal Code Section 19.436.070 of the City DA Regulations.
b. Modification or Termination. If, upon a finding under Barstow Municipal Code Section 19.46.070 of the City DA Regulations, the City determines to proceed with modification or termination of this Agreement, then the terms of Barstow Municipal Code Section 19.436.080 of the City DA Regulations shall apply.

6. DEFAULT AND REMEDIES.
a. Default by City or Developer. If either party hereto fails to perform any material obligation or comply with any material provision set forth in this Agreement, such party shall be in default (“Default”) under this Agreement only after the nondefaulting party provides the defaulting party written notice of Default setting forth the nature of the Default and the actions, if any, required to cure such Default and either (i) the defaulting party then fails to take such actions and cure such Default within 30 days after the effective date of such notice OR, (ii) in the event that such Default cannot be cured within such 30 day period but can be cured within a timeframe agreed to by both parties, the defaulting party fails to commence and diligently complete the actions necessary to cure such Default within that aforementioned agreed timeframe.
b. Remedies. The parties acknowledge that money damages and remedies at law generally are inadequate and that either specific performance or termination of this Agreement are the sole and appropriate remedies for a Default. Each of the partes expressly waive any right to recover any damages of any kind except for the recovery of costs and attorney’s fees as set forth in Section 9.m below. Due to the size, nature and scope of the Project, it will not be practical or possible to restore the Property to its natural condition once implementation of this Agreement has begun. After such implementation, Developer may be foreclosed from other choices it may have had to utilize the Property and provide for other benefits.

Developer 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 substantial 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 Developer for such 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 Developer 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 Developer 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, or if Developer fails to timely complete any public facility, improvement, or

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infrastructure provided for herein that is reasonably necessary to provide an adequate level of public services to any structure for which City has issued a permit or other approval or otherwise fails to carry out its obligations under this Agreement. Therefore, specific performance of this Agreement is the only remedy which would compensate Developer if City fails to carry out its obligations under this Agreement, and City hereby agrees that Developer 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 Developer fails to timely complete any public facility, improvement, or infrastructure provided for herein that is reasonably necessary to provide an adequate level of public services to any structure for which City has issued a permit or other approval for the Project or otherwise fails to carry out its obligations under this Agreement, and Developer hereby agrees that City shall be entitled to specific performance in such event. In the event of lack of or partial compliance by the Developer with the obligations of this Agreement, City may pursue specific performance to force Developer to complete its obligations under this Agreement.

7. DEFENSE AND INDEMNITY.

Developer shall defend, indemnify and hold harmless City, its elected and appointed commissions, officers, agents and employees, from and against any and all damages, claims, costs and liabilities arising out of the personal injury or death of any third party, or damage to the property of any third party, to the extent such damages, claims, costs or liabilities arise out of or in connection with the construction or operations of the Project under this Agreement by Developer or by Developer's contractors, subcontractors, agents or employees. Nothing in this Section 7 shall be construed to mean that Developer shall defend or indemnify City from or against any damages, claims, costs or liabilities arising from, or alleged to arise from, activities associated with the maintenance or repair by City or any other public agency of improvements that have been offered for dedication and accepted by City or such other public agency or arising from the negligence or willful misconduct of City or by its contractors, subcontractors, agents or employees. City and Developer may from time to time enter into subdivision improvement agreements, as authorized by the Subdivision Map Act, which agreements may include defense and indemnity provisions different from those contained in this Section 7. In the event of any conflict between such provisions in any such subdivision improvement agreement and the provisions set forth above, the provisions of the agreement that provides greater indemnification shall prevail. No provision of this Agreement shall be construed to require any party to enter into any subdivision improvement agreement that contains defense and indemnity provisions different from those contained in this Section 7. Developer further agrees as follows:
(i) If any person not party to this Development Agreement institutes any administrative, legal or equitable action or other proceeding challenging the validity of 1) any provision of this Agreement, 2) any Development Approval or the sufficiency of any review of this Development Agreement, 3) any Development Approval under CEQA, 4) the creation of any Community Services District,

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Community Facilities District, or other finance district pursuant to the Development Approvals, or 5) any imposition, enforcement, levy, or collection of any special assessment or special tax imposed pursuant to the Development Approvals (each a “Third Party Challenge”), the Parties promptly shall meet and confer as to the most appropriate response to such Third Party Challenge; provided, however, that any such response shall be consistent with this Agreement. (ii) City shall tender the complete defense of any Third Party Challenge to Developer, and upon acceptance of such tender by Developer: (1) Developer shall defend and indemnify City against any and all fees and costs arising out of the defense of such Third Party Challenge; and (2) City and Developer shall jointly control the defense and/or settlement of such Third Party Challenge. Counsel in any such legal defense shall be selected by Developer and reasonably approved by the City. Developer’s obligation to provide such defense includes the obligation to indemnify and hold harmless the City from any and all claims arising from such litigation administrative challenge, including, but not limited to, damages claims, judgments, litigation costs and attorneys’ fees. Developer shall not settle any such proceeding on terms which include the granting of any form of relief to any person not a party to this Agreement, excepting only monetary relief to be paid solely by Developer, without the consent of City, which consent shall not be unreasonably withheld, conditioned or delayed.
(iii) If Developer should fail to accept City’s tender of defense as set forth above, City shall defend such Third Party Challenge and control the defense and/or settlement of such Third Party Challenge as City decides (in its sole discretion), and City may take any and all actions it deems necessary and appropriate (in its sole discretion) in connection therewith; provided, however, that City shall seek Developer’s consent to any settlement of such Third Party Challenge, which consent shall not unreasonably be withheld or delayed. Developer shall indemnify City against any and all fees and costs arising out of the City’s defense of such Third Party Challenge, including, but not limited to, any damages, claims, judgments, litigation costs and attorneys’ fees.
(iv) Cooperation. In the event of any administrative, legal or equitable action or other proceeding instituted by any person not a party to this Agreement challenging the validity of any provision of any of the Entitlements, or the approval of any final map, Implementing Approval, or ministerial permit, granted to Developer pursuant to the Entitlements, or the creation of any Community Services District, or other public entity, or Finance District pursuant to the Entitlements, or the imposition, enforcement, levy, or collection of any special assessment or special tax imposed pursuant to the Entitlements, or the approval of this Agreement, the parties shall cooperate in defending such action to settlement or final judgment. Developer may elect to have the City rescind that Development Approval in which event Developer’s obligations hereunder with regards to that Third Party Challenge shall cease after such rescission is final. Developer maintains the obligation to defend the City in regards to the aforementioned rescission.

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(v) Nothing contained herein shall limit the right of the City to appear and defend itself in any administrative or legal proceeding, at the City’s expense. The City shall promptly give notice to Developer, within five (5) business days of service of process upon the City Clerk, of any action filed against the City covered by this Section 7 and shall promptly and fully cooperate with Developer in its defense of any such action filed against the City as set forth in this Section 7 (vi) The parties agree that this Section 7 shall constitute a separate agreement entered into concurrently, and that this Section 7 shall survive termination of this Agreement. Without limiting the generality of the foregoing, if any other provision of this Agreement, or the Agreement as a whole, is invalidated, rendered null, or set aside by a court of competent jurisdiction, the parties agree to be bound by the terms of this Section 7, which shall survive such invalidation nullification or setting aside.

8. MORTGAGEE AND REGULATORY COOPERATION.

This Agreement shall not prevent or limit the Developer, after close of escrow pursuant to the Purchase and Sale Agreement by which Developer becomes the owner of Property in fee title, from (1) encumbering the Property or any portion of it or any improvement on it by any mortgage, deed of trust or other security interest securing financing with respect to the Property, subject to the terms and conditions of this Agreement, or (2) obtaining the approval of any regulatory agency necessary to the sale or transfer of portions of the Property or interests therein, subject to the terms and conditions of this Agreement. The City acknowledges that secured lenders as well as certain governmental authorities and agencies, including, but not limited to, the California Department of Real Estate, may request certain interpretations and modifications of this Agreement. The City agrees, upon Developer’s request with notice of seven (7) business days, to meet with the Developer and representatives of such lenders and governmental authorities and agencies to consider (in the City’s reasonable discretion) any request for interpretation or modification which is consistent with the intent and purposes of this Agreement and which will not diminish in any manner the benefits of this Agreement to the City. Any modification to this Agreement shall require express, written City approval.

9. ADMINISTRATION.
a. Recordation. This Agreement and any amendment or cancellation thereof shall be recorded with the County Recorder by the City Clerk, after Developer’s ownership of the Property is confirmed, and recordation shall be deemed to be the act of entering into this Agreement for the purposes of California Government Code Section 65868.5.
b. Entire Agreement. This Agreement contains the entire understanding and agreement of the parties with respect to the subject matter hereof. There are no oral or written representations, understandings, undertakings, or agreements which are not contained or expressly referred to in this Agreement, and any such

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representations, understandings, or agreements not contained or expressly referred to herein are superseded by this Agreement. No evidence of any representations, understandings, or agreements which are not contained or expressly referred to herein shall be admissible in any proceeding of any kind or nature relating to the terms or conditions of this Agreement, its interpretation, or breach. c. Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder of this Agreement shall not be affected to the extent the remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement.

Notwithstanding the foregoing, the provisions of Sections 2, 3, and 4 of this Agreement are essential elements of this Agreement and the City and the Developer would not have entered into this Agreement but for such provisions, and therefore in the event such provisions are determined to be invalid, void or unenforceable by a judicial decision, this entire Agreement shall be null and void and of no force and effect whatsoever.
d. Governing Law. This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California.

This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Agreement, all parties having been represented by counsel and having fully participated in the negotiation of this Agreement.
e. Headings. All section headings and subheadings are inserted for convenience only and shall have no effect on the construction or interpretation of this Agreement. f. Singular Includes Plural. The singular of any word used in this Agreement includes the plural.
g. Limited Joint and Several Liability. If at any time during the term of this Agreement the Property is owned, in whole or in part, by more than one Developer, the obligations of such Developers under this Agreement shall be joint and several but only with respect to that portion of the Property that is owned jointly; otherwise each Developer is only liable for the obligations which concern that portion of the Property owned by that Developer and not for a Default by another Developer of the obligations that concern that other Developer’s portion of the Property.
h. Time is of the Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element, and must be stated in writing to applicable party.
i. Waiver. Failure by a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise

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its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand thereafter strict compliance by the other party with the terms of this Agreement.
j. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. k. Mutual Covenants. The covenants contained in this Agreement are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the benefitted party of the covenants to be performed by such party. l. Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act with regard to Development of the Property:
(a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and, (c) is binding upon each party and each successor in interest during ownership of the Property or any portion of it. m. Attorneys’ Fees and Costs. If legal action by either party is brought because of breach of this Agreement or to enforce a provision of this Agreement, the prevailing party is entitled to reasonable attorneys’ fees and court costs. n. Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of San Bernardino, State of California, and the parties waive all provisions of law providing for the filing, removal or change of venue to any other court.
o. 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, 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 Developer is that of a government entity regulating the development of private property and the owner of such property. p. Further Actions. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may

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be reasonably necessary under the terms of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. q. Eminent Domain. Except as provided elsewhere in this Agreement, no provision of this Agreement shall be construed to limit or restrict the exercise by the City of its power of eminent domain.
r. Authority to Execute. The person or persons executing this Agreement on behalf of the Developer warrants and represents that they have the authority to execute this Agreement on behalf of their corporation, partnership or business entity and warrants and represents that they have the authority to bind the Developer to the performance of its obligations hereunder.
s. Recitals Are a Part. The recitals are made a part of this Agreement. t. Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the parties had executed the same instrument.
[Remainder of Page Left Blank; Signatures Follow Immediately on Next Page]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Reference Date.

CITY OF BARSTOW,
a municipal corporation
By: _____________________________
Mayor
ATTEST:

By: ____________________________
City Clerk
APPROVED AS TO FORM:

By:

City Attorney
DEVELOPER:

LEWIS LAND DEVELOPERS, LLC,
a Delaware limited liability company
By: LEWIS MANAGEMENT CORP.,
a Delaware corporation - Its Manager
By: ______________________________
Name: ___________________________
Its: ______________________________
WBF:aa C:\Users\local_vgavin\INetCache\Content.Outlook\IJ6J2C5P\Barstow DA Lewis Housing -Lewis 12-16-24 Final.docx

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ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

State of California )
County of _________________________ )
On ____________________, 20__ before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature
[SEAL]

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) Exhibit A - 21
382437.5 Barstow Development Agreement

EXHIBIT A
Legal Description of Property
All that certain real property situated in the City of Barstow, County of San Bernardino, State of California described as follows:

PARCEL A:

PARCELS 1, 2, 3, & 4 OF PARCEL MAP NO. 7449, IN THE CITY OF BARSTOW, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, IN BOOK 76, PAGE 52, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 0181-712-06-0-000, 0181-712-07-0-000, 0181-712-08-0-000 & 0181-712-09-0-000 PARCEL B:

PARCELS 1, 2, 3, 4 & 5 OF PARCEL MAP NO. 12899, IN THE CITY OF BARSTOW, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, IN BOOK 150, PAGE 8, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

APN: 0181-712-10-0-000, 0181-712-11-0-000, 0181-712-012-0-000 & 0181-712-13-0-000 & 0181-712-14-0-000

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382437.5 Barstow Development Agreement

EXHIBIT B
Map of Property

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) Exhibit C
- 26
382437.5 Barstow Development Agreement

EXHIBIT C
Vesting Tentative Tract Map No. 17713

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382437.5 Barstow Development Agreement

EXHIBIT D
Map Conditions
[See Attached]

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382437.5 Barstow Development Agreement

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382437.5 Barstow Development Agreement

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713) 382437.5 Barstow Development Agreement

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Attachment: Barstow DA Lewis Housing -Lewis 12-16-24 Final (5840 : Development Agreement - Lewis Land Developers LLC - Tract 17713)

ADDENDA --------------------
Mitigated Negative Declaration (TT Map #17713)
for PTTM-13-0001 To recertify an expired tract map to create 154 parcels from 9parcels Addenda to Mitigated Negative Declaration for Tentative Tract Map #17713 Including APN 181-711-72, 73, 74, 75, 81, 82, 83, 84, 85 Prepared by the City of Barstow
Reference Approvals and Prior Documentation Pertaining To:
 General Plan Amendment (GPA) #06-03, - Mixed Use to Neighborhood Residential; approved by the Planning Commission June 12, 2006 and by the City Council August 21, 2006.  Zone Change (ZC) #06-06, to change the zoning designation from Mixed Land Use to RS-6 (SingleFamily Residential) (36± acres); approved August 21, 2006.  Tentative Tract #17713, approved by the Planning Commission June 12, 2006  Mitigated Negative Declaration (MND) originally circulated May 15 through June 5, 2006, adopted August 21, 2006.

Summary/Introduction
The project for which this Mitigated Negative Declaration (MND) Addenda has been prepared is the recertification of a Tentative Tract Map to create 148 parcels from nine. The project scope is the same as the project for which the Mitigated Negative Declaration was certified for in 2006.

This Addenda applies to prior adopted environmental documentation updates and reviews the 2006 approvals for a 146 dwelling unit residential subdivision;, 2006 Approved Project (See Figure 3, TTM #17713).

PTTM-13-0001 represents no change in land use or in project development intensity, see Figure 2, Tentative Tract Map #17713. A comprehensive reassessment of the original 2006 environmental documentation in relation to the current CEQA Regulations and Guidelines, most importantly concerning evaluation of project impacts on Climate Change, i.e. Global Warming, are addressed by this Addenda.

As a result, an Addendum to the prior adopted Mitigated Negative Declaration (MND) provides suitable environmental clearance for approval of the current project. Such an Addendum is an administrative action attached to the Final MND.

Project Description
This is a proposed residential subdivision originally submitted in 2006 and expired prior to the automatic extensions. There is no change in scope or configuration of the project submitted in 2006.

The Tentative Tract Map proposes to create 146 residential lots and two lettered lots (non-buildable, used for infrastructure such as drainage control). The lots are consistent with the minimum lot sizes identified in Chapter 19.10.040 of the Barstow Municipal Code.

Surrounding Uses
Figure 1 includes an aerial photograph of the project site and shows surrounding land uses. Properties to the north include residential neighborhoods and a park; to the south properties are vacant; to the east uses include Southern California Edison Offices and vacant properties; and properties to the west include residential neighborhoods.

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract Figure 1: Aerial Photo of Tentative Tract Area
Project Boundary of Tentative
Tract Map #17713

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract Tentative Tract Map #17713 – Surrounding Land Use Designations The Project site is located within the City of Barstow General Plan area. The General Plan land use designation for the western portion of the project site is Mixed Use while the eastern portion of the project site has a General Plan land use designation of Specific Plan.

North: RO (Recreational Opportunities), UR (Urban Living), NR (Neighborhood Residential)
South: NR/SP (Neighborhood Residential/Specific Plan)
East: GC (General Commercial)
West: UR (Urban Living), NR (Neighborhood Residential)
Site
Boundary

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract Tentative Tract Map #17713 – Surrounding Zoning
The Project site is located within the city limits of the City of Barstow. The site is zoned RS-6 (Single Family Residential).

North: RM-2 (Multi-Family Residential), RS-6 (Single Family Residential), South: RS-6 (Single Family Residential)
East: CG (General Commercial)
West: RS-6 (Single Family Residential), RM-2 (Multi-Family Residential) Site
Boundary

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract Project Impacts
All environmental factors addressed in the 2006 MND were reconsidered. There are no changes in the project scope. The assessment of these factors is summarized below:

I. Aesthetics
There are no changes affecting the 2006 analysis.

II. Agricultural and Forestry Resources
There are no changes affecting the 2006 analysis.

III. Air Quality
There are no changes affecting the 2006 analysis.

IV. Biological Resources
The 2006 environmental assessment of the currently approved residential project included a requirement for a biological survey. As part of the recertification of the Tentative Tract Map a biological survey was completed see attached TTM17713 Biological Assessment, by RCA Associates, September 27, 2012.

There are no changes in the project scope therefore the conclusions reached in the prior Mitigated Negative Declaration are applicable to the recertification of the Tentative Tract Map.

V. Cultural Resources
There are no changes affecting the 2006 analysis.

VI. Geology / Soils
There are no changes affecting the 2006 analysis of less than significant impact. The requirement for the geotechnical/soil survey shall stay in effect.

VII. Hazards and Hazardous Materials
There are no changes affecting the 2006 analysis.

VIII. Hydrology / Water Quality
There are no changes affecting the 2006 analysis.

IX. Land Use / Planning
There are no changes affecting the 2006 analysis.

X. Mineral Resources
There are no changes affecting the 2006 analysis.

XI. Noise
There is no potential impact.

XII. Population / Housing
There is no potential impact.

XIII. Public Services
There is no potential impact.

XIV, Recreation
There is no potential impact.

XV. Transportation / Traffic
There is no potential impact.

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract XVI. Utilities / Service Systems
There are no changes affecting the 2006 analysis.

XVII. Mandatory Findings of Significance
There are no potentially significant impact adverse impacts resulting from the proposed project.

Climate Change / Greenhouse Gas Emissions
Since the 2006 environmental documentation and approval of TTM 17713, there has been ongoing discussion, at essentially all levels of government, to address global climate change. This discussion has focused on the potential emission of “greenhouse” gases, which are seen as the key human generated contribution to global warming. The State of California enacted AB 32, “California Global Warming Solutions Act of 2006,” in an effort to reduce its contribution to climate change.

Project generated emissions relevant to greenhouse gases are limited to initial construction activity. Even during construction there will be no impact.

Appendix - Documents Incorporated by Reference
TM17713 Biological Assessment, by RCA Associates, September 27, 2012.

Hydrology Study for Tentative Tract No. 17713, Prepared by Merrell-Johnson Engineering, Inc., November 21, 2005.

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract Site Photos
Looking Southeast towards Edison Site
Looking West towards Higgins Avenue
Looking Southwest from Rimrock Road

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Attachment: Addenda to Mitigated Negative Declaration for TTM 17713 (5840 : Development Agreement - Lewis Land Developers LLC - Tract Regular Meeting
01/21/25 05:00 PM
Finance
Sydnie Harris
Resolution
Doc ID: 5854

COUNCIL RESOLUTION
AGENDA MATTER:

A RESOLUTION AUTHORIZING THE EXECUTION OF A MASTER LEASE-PURCHASE AGREEMENT

AND RELATED DOCUMENTS WITH HOLMAN CAPITAL FOR THE LEASE/PURCHASE OF A

ENFORCER PIERCE ULTIMATE CONFIGURATION PUMPER FIRE ENGINE, AND THE LEASE/PURCHASE OF A BME INTERNATIONAL TYPE # 3 BRUSH TRUCK.

EXECUTIVE SUMMARY:

The Barstow City Council previously approved the acquisition of a Fire Engine with residual funds remaining from budget savings in FY 2024. The City analyzed the impact of acquisition vs. lease in the lease-purchase of a Pierce Ultimate Configuration (PUC) Pumper Fire Engine and a BME International Type # 3 Brush Truck . It was determined by this analysis that, with the approval of the master-lease purchase agreement with Holman Capital, the City can acquire a new Fire Engine as well as a new BME International Type # 3 Brush Truck. The Council approval of BFPD Resolution XX-202X will allow the City to enter into a master lease-purchase agreement with Holman Capital to facilitate acquisition of the fire engine and brush truck.

DISCUSSION:

To facilitate the acquisition of a Pierce Fire Engine and BME Brush Truck, (2) proposals for Semi Annual Lease Financing were requested from the following entities and their total interest rate of their financing estimates were as follows:
1) Holman Capital - 6.24% plus $5,000 Documentation Fee 2) PNC Equipment Finance - 6.54%
Staff is requesting that the City Council authorize the project financing to be approved on a not to exceed basis, as the total costs of the turnkey fire engine (including all necessary after market equipment and supplies), and the brush truck are estimates based upon the knowledge that there may be necessary additions/deletions from the estimates. Therefore, the amount not to exceed would allow staff the ability to move forward with negotiating the equipment purchases while allowing some flexibility should the estimates fluctuate due to unforeseen reasons. The breakdown for the fire apparatus and equipment are detailed below:

Description Amount Not to Exceed
Fire Engine $ 1,124,984
Brush Truck $ 575,016
Total Project Cost $ 1,700,000
Based on the equipment estimates, Holman Capital has provided the best option for total cost financing for the Pierce Fire Engine, and the BME Brush Truck. The principal amount (not to exceed $1,700,000) 12 Packet Pg. 67
Regular Meeting
01/21/25 05:00 PM
Finance
Sydnie Harris
Resolution
Doc ID: 5854

COUNCIL RESOLUTION
and interest ($1,299,178.80), for the 20-year term totals $2,999,178.80 and will be paid on a semi-annual schedule, as follows:

Amount Financed: $1,700,000
Interest Rate: 6.24%
Term: 20 Years
Total Interest (20 Years): $1,299,178.80
Payment Frequency: Semi-Annual (2/year)
Semi Annual Payment Amount: $74,979.47
FISCAL IMPACT:

As per the description in Discussion Section of this staff report. The principal of $1,700,000 and interest of $1,299,178.80 over the 20-year term totals $2,999,178.80 to be paid from Measure Q - Fire Department (102.225.225.08.XXX)
RECOMMENDED ACTION:

Staff recommends the City Council:

ATTACHMENT A
Barstow City Council
Resolution No.

XX-2025

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Attachment: Attachment A - Reso - Master Equipment Lease Purchase A (5854 : A Resolution Authorizing the Execution of a Master Lease- 1 RESOLUTION NO. XX-2025

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BARSTOW, AUTHORIZING THE EXECUTION

AND DELIVERY OF A MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT, PAYMENT SCHEDULE NO. 1 THEREUNDER, AND AN ESCROW AGREEMENT WITH RESPECT TO THE

ACQUISITION, PURCHASE, FINANCING, AND LEASING OF CERTAIN EQUIPMENT FOR THE PUBLIC BENEFIT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AND AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.

WHEREAS, the City of Barstow (the “Lessee”), a body politic and corporate duly organized and existing as a city and political subdivision of the State of California, is authorized by the laws of the State of California to purchase, acquire, and lease personal property for the benefit of the Lessee and those it provides services to and to enter into contracts with respect thereto;
WHEREAS, the Lessee desires to purchase, acquire and lease certain equipment constituting personal property necessary for the Lessee to perform essential governmental functions, consisting of one (1) new fire truck, one (1) brush truck and other necessary equipment Lessee or its Designated Officers may deem necessary and/or desirable (the “Equipment”), in an amount not more than $1,700,000.00, which includes the cost of issuance, will be acquired through the equipment lease-purchase described herein;
WHEREAS, in order to acquire such Equipment, the Lessee proposes to enter into a Master Equipment Lease-Purchase Agreement (together with Payment Schedule No. 1 and all related exhibits, schedules, and certificates attached thereto, the “Lease Agreement”) with Holman Capital Corporation (the “Lessor”) and one Escrow Agreement (together the Disbursement/Payment Request Form and Acceptance Certificate, the “Escrow Agreement”) with the Lessor and Community Bank of Santa Maria (or substitute selected by Lessor), as escrow agent;
WHEREAS, the Lessor has agreed to assign all of its rights, title and interest in and to the Equipment, the Lease Agreement and the Escrow Agreement (collectively, the “Transaction Documents”) to Community Bank of Santa Maria (or substitute selected by Lessor) and the Lessee has consented and acknowledged to the foregoing; WHEREAS, the City Council of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof to enter into the Transaction Documents for the purchase, acquisition, and leasing of the Equipment to be therein described on the terms and conditions therein provided;

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF BARSTOW DOES HEREBY FIND, PROCLAIM, ORDER AND RESOLVE AS FOLLOWS:

Section 1. Approval of Documents. The City Council of the Lessee hereby approves the form, terms and provisions of the Transaction Documents in substantially the forms presented to this meeting and authorizes and directs Andrew Espinoza Jr., Lessee’s City

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Attachment: Attachment A - Reso - Master Equipment Lease Purchase A (5854 : A Resolution Authorizing the Execution of a Master Lease- 2 Manager, and such other persons as he may delegate (the “Designated Officers”), and each of them individually, for and in the name of and on behalf of the Lessee, to execute and deliver the Transaction Documents, and any related Certificate, Exhibits, or other documents attached thereto in such forms with such changes, insertions, revisions, corrections, or amendments as shall be approved by the officer executing them. The execution of the foregoing by a Designated Officer shall constitute conclusive evidence of such officer’s and the City Council’s approval of any such changes, insertions, revisions, corrections, or amendments to the respective forms of agreements presented to this meeting.

Section 2. Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required by the parties to the Transaction Documents to carry out, give effect to, and consummate the transactions contemplated thereby (including the execution and delivery of Certificates of Acceptance and Disbursement/Payment Requests, Notice and Acknowledgements of Assignments, and any tax certificate and agreement, each with respect to and as contemplated in the Agreement and/or Escrow Agreement) and to take all action necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be delivered in connection with the Transaction Documents. The Designated Officers and all other officers and employees of the Lessee are hereby directed and authorized to take and shall take all action necessary or reasonably required in order to select, purchase, and take delivery of the Equipment. All actions heretofore taken by officers, employees, and agents of the Lessee that are in conformity with the purposes and intent of this resolution are hereby approved, confirmed, and ratified.

Section 3. No General Liability. Nothing contained in this Resolution No.

XX-2025 the Transaction Documents, nor any other instrument shall be construed with respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the breach of any agreement contained in this Resolution No. XX-2025 the Transaction Documents, or any other instrument or document executed in connection therewith impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the rental payments payable under the Transaction Documents are special limited obligations of the Lessee as provided therein.

Section 4. Appointment of Authorized Lessee Representatives. The Designated Officers are each hereby designated to act as authorized representatives of the Lessee for purposes of the Transaction Documents until such time as Lessee’s City Council shall designate any other or different authorized representative for purposes of the Transaction Documents.

Section 5. Severability. If any section, paragraph, clause, or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution No. XX-2025

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Attachment: Attachment A - Reso - Master Equipment Lease Purchase A (5854 : A Resolution Authorizing the Execution of a Master Lease- 3 Section 6. Repealer. All bylaws, orders, and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution, or ordinance or part thereof.

Section 7. Effective Date. This Resolution XX-2025 shall be effective immediately upon its approval and adoption.

PASSED, APPROVED, AND ADOPTED this 21st day of January, 2025.

Tim Silva,
Mayor
ATTEST:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Andrea Flores, City Clerk

MAYOR COURTNEY, MAYOR PRO TEM NOBLE, COUNCIL MEMBERS ROSE,

AND HERNANDEZ

COUNCIL MEMBER KRUSE
Andrea Flores,
City Clerk
I, Andrea Flores, City Clerk for the City of Barstow and Ex-Officio Clerk for the City Council DO HEREBY CERTIFY UNDER PENALTY OF PERJURY that the foregoing is a true and correct copy of Resolution No. __72XX__-2025, was adopted by said City Council at a regular meeting held on January 21, 2025, by the following vote:

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Attachment: Attachment A - Reso - Master Equipment Lease Purchase A (5854 : A Resolution Authorizing the Execution of a Master Lease- Form8038•G Information Return for Tax-Exempt Governmental Bonds ► Under Internal Revenue Code section 149(e) (Rev. October 2021) ► See separate instructions. 0MB No. 1545-0047 Department of the Treasury Caution: If the issue price is under $100,000, use Form 8038-GC.

Internal Revenue Service ► Go to www.irs.gov/F8038G for instructions and the latest information. ■:r.1oiill■ Reporting Authority Check box if Amended Return ► D 1 Issuer's name 2 Issuer's employer identification number (EIN) City of Barstow 95-6000675
3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) I Room/suite 5 Report number (For IRS Use Only) 220 E. Mountain View Street I 31 I
6 City, town, or post office, state, and ZIP code 7 Date of issue Barstow, CA 92311 24, 2024
8 Name of issue
January
9 CUSIP number
City of Barstow Equipment Lease Purchase Financing Schedule 02 None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information 10b Telephone number of officer or other employee shown on 1 0a
Andrew Espinoza Jr., Interim City Manager 760-255-5115
■::F.T•ill 11 Type of Issue (Enter the issue price.) See the instructions and attach schedule. 11 Education .
12 Health and hospital
13 Transportation
14 Public safety .
15 Environment (including sewage bonds)
16 Housing
17 Utilities
18 Other. Describe ►
19a If bonds are TANs or RANs, check only box 19a ► □
b If bonds are BANs, check only box 19b . ► □
20 If bonds are in the form of a lease or installment sale, check box ► □ 1::r.1•• II Description of Bonds. Complete for the entire issue for which this form is being filed. (a) Final maturity date (b) Issue price (c) Stated redemption (cl) Weighted price at maturity average maturity
21 1/26/2044 $ $1,700,000.00 $ N/A Lease 12.22
l::r.nil 1,. Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b)) 24 Proceeds used for bond issuance costs (including underwriters' discount) 24 25 Proceeds used for credit enhancement 25
26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . 27 28 Proceeds used to refund prior taxable bonds. Complete Part V 28 29 Total (add lines 24 through 28) .
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) l:F.r-i•'• Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) 34 Enter the date(s) the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S years
$5,000.00
►
►
►
11 12
13 14 $1,700,000.00
15 16
17 18
(e)Yield

6.24 %
22 23 $1,700,000.00
29 $5,000.00
30 $1,695,000.00
years
years
Form 8038-G (Rev. 10-2021)

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Attachment: City of Barstow 8038 G (5854 : A Resolution Authorizing the Execution of a Master Lease-Purchase Agreement with Holman Form 8038-G (Rev. 10-2021) Page2
-�·--··• Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) 35 36a
(GIG).

Enter the
See
amount
instructions
of gross proceeds invested or to be invested in a guaranteed investment contract -36a b Enter the final maturity date of the GIC ► (MM/DD/YYYY) C Enter the name of the GIC provider ►
37 to
Pooled
other
financings:
governmental
Enter
units
the
.
amount of the proceeds of this issue that are to be used to make loans -37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► D and enter the following information:
b Enter the date of the master pool bond► (MM/DD/YYYY) _______________ _ c Enter the EIN of the issuer of the master pool bond►------------------ d Enter the name of the issuer of the master pool bond► _________________ _ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► 0 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . ► D 41a If the issuer has identified a hedge, check here► D and enter the following information:
b Name of hedge provider
► _______________ _
c Type of hedge►-------------------
d Term of hedge►--------------------
42 If the issuer has superintegrated the hedge, check box . ► D 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box . ► D 44 If the issuer has established written procedures to monitor the requirements of section 148, check box . ► D 45a If some portion of the proceeds was used to reimburse expenditures, check here ► D and enter the amount of reimbursement . . ►
b Enter the date the official intent was adopted ► (MM/DD/YYYY) ---------------
Signature
and
Consent
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. I further declare that I consent to the IRS's disclosure of the issuer's return information, as necessary to process this return, to the person that I have authorized above.

Paid
Preparer
Use Only
► Signature of issuer's authorized representative
PrinVType preparer's name I Preparer's signature
Firm's name ►
Firm's address ►
Date ► Andrew Espinoza Jr., Interim City Manager
Type or print name and title
I
Date I Check D if I
PTIN
self-employed
I Firm's EIN ►
I Phone no.

Form 8038-G (Rev. 10-2021)

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Attachment: City of Barstow 8038 G (5854 : A Resolution Authorizing the Execution of a Master Lease-Purchase Agreement with Holman

ATTACHMENT B
Master Equipment Lease Purchase Agreement
Holman Capital Corporation

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Attachment: Attachment B - Master Lease Agreement (5854 : A Resolution Authorizing the Execution of a Master Lease-Purchase Agreement

Page 2 of 32 ends

INDEX TO LEGAL DOCUMENTS
PAYMENT SCHEDULE NO. 02

UNDER MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT
DATED OCTOBER 28, 2020 BY AND BETWEEN

HOLMAN CAPITAL CORPORATION
And

CITY OF BARSTOW
Lease Documents:

PAYMENT SCHEDULE NO. 02
Exhibit A-1 – Notice and Acknowledgment of Assignment;
Exhibit B-1 – Insurance Coverage Request;
Exhibit B-2 – Self-Insurance Rider (if applicable);
Exhibit C – Essential Use Certificate;
Exhibit D – Incumbency Certificate;
Exhibit E – Opinion of Lessee’s Counsel;
Exhibit F – Bank Qualified Certificate
Exhibit G – Post Issuance Tax Compliance Procedures;
Exhibit H – Escrow Agreement;
Exhibit I - Resolution of Lessee;
Exhibit J - UCC-1 Financing Statement with attached Schedule A (to be filed by the Investor); Exhibit K - Form 8038-G; and
Exhibit L - Closing Memorandum/Payment Proceeds Direction

HOLMAN CAPITAL CORPORATION
PAYMENT SCHEDULE NO. 02
UNDER MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT DATED OCTOBER 28, 2020

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Attachment: Attachment B - Master Lease Agreement (5854 : A Resolution Authorizing the Execution of a Master Lease-Purchase Agreement

Page 3 of 32 ends

1. DESCRIPTION OF THE EQUIPMENT:

Fire Apparatus purchased pursuant to that certain Agreement with South Coast Fire Equipment, Inc. (the “Vendor”) Fire and Brush Trucks financed by this Payment Schedule dated January 24, 2025, to that certain Master Equipment LeasePurchase Agreement dated October 28, 2020 by and between Holman Capital Corporation and City of Barstow including, without limitation, the following:
together with all accessories, attachments, substitutions and accessions.

2. EQUIPMENT LOCATION: 220 E. Mountain View Avenue, Barstow, CA 92311

3. RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows:

Description Type 1 Fire Truck Brush Truck Total
Estimated Delivery July 1, 2028 February 1, 2025
Fleet Status Replacement Addition
Fire Apparatus $ 1,063,435.00 $ 527,549.00 $ 1,590,984.00 Prepay Discount $ (132,330.00) $ - $ (132,330.00)
Total Project Cost $ 931,105.00 $ 527,549.00 $ 1,458,654.00 Sales Tax @8.75% $ 81,471.69 $ 46,160.54 $ 127,632.23
Apparatus with Sales Tax $ 1,012,576.69 $ 573,709.54 $ 1,586,286.23 Performance Bond $ 2,605.42 $ 1,292.50 $ 3,897.92
California Tire Fee $ 10.50 $ 14.00 $ 24.50
Contingency $ 104,791.35 $ 104,791.35
Total Project Cost $ 1,119,983.96 $ 575,016.04 $ 1,695,000.00 Documentation Fee $ 5,000.00 $ - $ 5,000.00
Total Financing Amount $ 1,124,983.96 $ 575,016.04 $ 1,700,000.00

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* Assumes that all rental payments and additional rentals due on and prior to that date have been paid.

Rental payments are calculated on the basis of a 360-day year consisting of 12 months of 30 days.

4. INTEREST RATE: 6.24%

5. COMMENCEMENT DATE: January 24, 2025

6. SCHEDULED LEASE TERM: 20 Years

7. Lessee’s current Fiscal Year extends from June 30, 2024.

PAYMENT NO. DATE PAYMENT

INTEREST

COMPONENT

PRINCIPAL

COMPONENT

PURCHASE
OPTION
0 1/24/2025
1 7/24/2025 $ 74,979.47 $ 53,040.00 $ 21,939.47 $ 1,787,134.46 2 1/24/2026 $ 74,979.47 $ 52,355.49 $ 22,623.98 $ 1,763,039.93 3 7/24/2026 $ 74,979.47 $ 51,649.62 $ 23,329.85 $ 1,738,193.64 4 1/24/2027 $ 74,979.47 $ 50,921.73 $ 24,057.74 $ 1,712,572.14 5 7/24/2027 $ 74,979.47 $ 50,171.13 $ 24,808.34 $ 1,686,151.26 6 1/24/2028 $ 74,979.47 $ 49,397.11 $ 25,582.36 $ 1,658,906.05 7 7/24/2028 $ 74,979.47 $ 48,598.94 $ 26,380.53 $ 1,630,810.78 8 1/24/2029 $ 74,979.47 $ 47,775.87 $ 27,203.60 $ 1,601,838.95 9 7/24/2029 $ 74,979.47 $ 46,927.11 $ 28,052.36 $ 1,571,963.19 10 1/24/2030 $ 74,979.47 $ 46,051.88 $ 28,927.59 $ 1,541,155.30 11 7/24/2030 $ 74,979.47 $ 45,149.34 $ 29,830.13 $ 1,509,386.21 12 1/24/2031 $ 74,979.47 $ 44,218.64 $ 30,760.83 $ 1,476,625.93 13 7/24/2031 $ 74,979.47 $ 43,258.90 $ 31,720.57 $ 1,442,843.52 14 1/24/2032 $ 74,979.47 $ 42,269.22 $ 32,710.25 $ 1,408,007.11 15 7/24/2032 $ 74,979.47 $ 41,248.66 $ 33,730.81 $ 1,372,083.79 16 1/24/2033 $ 74,979.47 $ 40,196.26 $ 34,783.21 $ 1,335,039.67 17 7/24/2033 $ 74,979.47 $ 39,111.02 $ 35,868.45 $ 1,296,839.78 18 1/24/2034 $ 74,979.47 $ 37,991.93 $ 36,987.54 $ 1,257,448.05 19 7/24/2034 $ 74,979.47 $ 36,837.91 $ 38,141.56 $ 1,216,827.28 20 1/24/2035 $ 74,979.47 $ 35,647.90 $ 39,331.57 $ 1,174,939.16 21 7/24/2035 $ 74,979.47 $ 34,420.75 $ 40,558.72 $ 1,131,744.13 22 1/24/2036 $ 74,979.47 $ 33,155.32 $ 41,824.15 $ 1,087,201.41 23 7/24/2036 $ 74,979.47 $ 31,850.41 $ 43,129.06 $ 1,041,268.96 24 1/24/2037 $ 74,979.47 $ 30,504.78 $ 44,474.69 $ 993,903.41 25 7/24/2037 $ 74,979.47 $ 29,117.17 $ 45,862.30 $ 945,060.06 26 1/24/2038 $ 74,979.47 $ 27,686.27 $ 47,293.20 $ 894,692.80 27 7/24/2038 $ 74,979.47 $ 26,210.72 $ 48,768.75 $ 842,754.09 28 1/24/2039 $ 74,979.47 $ 24,689.13 $ 50,290.34 $ 789,194.87 29 7/24/2039 $ 74,979.47 $ 23,120.08 $ 51,859.39 $ 733,964.62 30 1/24/2040 $ 74,979.47 $ 21,502.06 $ 53,477.41 $ 677,011.18 31 7/24/2040 $ 74,979.47 $ 19,833.57 $ 55,145.90 $ 618,280.80 32 1/24/2041 $ 74,979.47 $ 18,113.01 $ 56,866.46 $ 557,718.02 33 7/24/2041 $ 74,979.47 $ 16,338.78 $ 58,640.69 $ 495,265.68 34 1/24/2042 $ 74,979.47 $ 14,509.19 $ 60,470.28 $ 430,864.83 35 7/24/2042 $ 74,979.47 $ 12,622.52 $ 62,356.95 $ 364,454.68 36 1/24/2043 $ 74,979.47 $ 10,676.98 $ 64,302.49 $ 295,972.53 37 7/24/2043 $ 74,979.47 $ 8,670.74 $ 66,308.73 $ 225,353.73 38 1/24/2044 $ 74,979.47 $ 6,601.91 $ 68,377.56 $ 152,531.63 39 7/24/2044 $ 74,979.47 $ 4,468.53 $ 70,510.94 $ 77,437.48 40 1/24/2045 $ 74,979.47 $ 2,268.22 $ 72,711.25 $ -
Grand Totals $ 2,999,178.80 $ 1,299,178.80 $ 1,700,000.00 $ -

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8. The terms and provisions of the Master Equipment Lease-Purchase Agreement described above are hereby incorporated into this Payment Schedule by reference and made a part hereof.

9. Lessee hereby consents to the assignment by the Lessor of its rights under this Payment Schedule, which rights are evidenced by the Assignment Agreement entered into concurrently with this Payment Schedule.

10. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Master Equipment Lease-Purchase Agreement (particularly Paragraph 21 thereof) are true and correct as though made on the date of execution of this Schedule, and (ii) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under this Payment Schedule during Lessee’s current Fiscal Year.

11. Interest, if any, accruing from the Commencement Date hereof to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule.

12. The following exhibits are incorporated into this Payment Schedule by this reference: Exhibit A-1 – Notice and Acknowledgment of Assignment; Exhibit B-1 – Insurance Coverage Request or, as applicable, Exhibit B-2 – Self-Insurance Rider; Exhibit C – Essential Use Certificate; Exhibit D - Incumbency Certificate; Exhibit E – Opinion of Lessee’s Counsel; Exhibit F – Bank Qualified Certificate; Exhibit G – Post-Issuance Tax Compliance Procedures; Exhibit H – Escrow Agreement; Exhibit I – Resolution of Lessee; Exhibit J – UCC-1 Financing Statement; Exhibit K – Form 8038-G; and Exhibit L – Closing Memorandum.
[Signature Page Follows]
CITY OF BARSTOW, as Lessee HOLMAN CAPITAL CORPORATION, as Lessor By: By:

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Name: Andrew Espinoza Jr.

Title: Interim City Manager
Name: Lance Holman
Title: President & CEO
Counterpart No. _____ of two manually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable provisions of the Uniform Commercial Code as enacted in the applicable state), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1.
[Signature Page to the Payment Schedule]

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EXHIBIT A-1

NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF PAYMENT SCHEDULE NO. 02 AND ESCROW AGREEMENT Holman Capital Corporation (“Lessor”) and the City of Barstow(“Lessee”) have entered into a Master Equipment Lease-Purchase Agreement dated October 28, 2020 (the “Master Lease Agreement”) and Payment Schedule No. 02 issued thereunder dated January 24, 2025 under which Lessee has, or will have prior to its execution hereof, leased equipment (the “Equipment”) described in that Payment Schedule.

Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to Payment Schedule No. 02, the leased Equipment, and the rental payments as permitted by Payment Schedule No. 02 in accordance with the Master Lease Agreement.

Lessee is hereby directed to pay any and all rental payments and other amounts due under Payment Schedule No. 02 to Mechanics Bank and/or its affiliates, as Lessor’s assignee (the “Assignee”), as directed by the Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or notice. Lessee will also direct any and all correspondence, notice and servicing requests to the Assignee at the following address:

Mechanics Bank
Attn: Loan Servicing Department
1111 Civic Drive
Suite 385
Walnut Creek, CA 94596
By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under Payment Schedule No. 02 as directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under Payment Schedule No. 02, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee.

Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor’s obligations or duties under the Master Lease Agreement or Payment Schedule No. 02, or made any warranties whatsoever as to the Master Lease Agreement, Payment Schedule No. 02 or the Equipment. Lessee agrees that no change may be made to the Master Lease Agreement or Payment Schedule No. 02 without the prior written consent of Assignee.

By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof.

Date: January 24, 2025
CITY OF BARSTOW, as Lessee
By: ________________________________________
Name: Andrew Espinoza Jr.

Title: Interim City Manager

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EXHIBIT B-1

INSURANCE CERTIFICATION
[complete only if Lessee is not self-insured]
Holman Capital Corporation
25231 Paseo De Alicia
Suite 105
Laguna Hills, CA 92653
January 24, 2025
Re: Payment Schedule No. 02 under Master Equipment Lease-Purchase Agreement dated October 28, 2020
In connection with the above-referenced Payment Schedule No. 02 and Master Lease Agreement, City of Barstow, as lessee (the “Lessee”) certifies that it has instructed the insurance agent named below (please fill in name, address, and telephone number):

Name of Agent: Public Entity Risk Management Authority
Address: 36-951 Cook Street, Suite 101
Palm Desert, CA 92211
Phone: (760) 360-4966
to issue:

X
Liability Insurance. Lessee is required to maintain public liability insurance, personal injury and property damage with policy limits of $3,000,000. The policy should be endorsed to name Mechanics Bank (the assignee of Holman Capital Corporation) as an additional insured.

X
Casualty Insurance. Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the above-referenced Payment Schedule in an amount not less than the greater of $1,700,000.00 or the full replacement cost of the Equipment. Such insurance shall be endorsed to name Mechanics Bank as a co-loss payee with respect to such Equipment.

The required insurance should also be endorsed to give Mechanics Bank at least 30 days’ prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of Mechanics Bank shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee.

Proof of insurance coverage will be provided to Mechanics Bank prior to and/or commensurate with the later of the Commencement Date of Payment Schedule No. 02 or the delivery and acceptance of the Equipment.

CITY OF BARSTOW, as Lessee
By: ________________________________________
Name: Andrew Espinoza Jr.

Title: Interim City Manager
EXHIBIT B-2
[complete only if Lessee is self-insured]
Holman Capital Corporation

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25231 Paseo De Alicia
Suite 105
Laguna Hills, CA 92653
January 24, 2025
Re: Payment Schedule No. 02 under Master Equipment Lease-Purchase Agreement dated October 28, 2020 In connection with the above-referenced Payment Schedule No. 02, City of Barstow, as lessee (the “Lessee”) certifies that it participates in an actuarially sound self-insurance program for property damage and public liability risks.

The following is attached (check all that apply):
 Letter from risk manager describing self-insurance program  Other evidence of Lessee’s participation in self-insurance program Very truly yours,
CITY OF BARSTOW, as Lessee
By: ________________________________________
Name: Andrew Espinoza Jr.

Title: Interim City Manager

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EXHIBIT C

ESSENTIAL USE CERTIFICATE
Holman Capital Corporation
25231 Paseo De Alicia
Suite 105
Laguna Hills, CA 92653
January 24, 2025
Re: Payment Schedule No. 02 under Master Equipment Lease-Purchase Agreement dated October 28, 2020 I, Andrew Espinoza Jr., appointed, or designated representative and Interim City Manager of the City of Barstow , as lessee (the “Lessee”), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above-referenced Payment Schedule:

1. What is the specific use of the Equipment?
To help protect the citizenry of Barstow to have the proper firefighting equipment to allow the firefighters to work faster and more efficiently during emergencies.

2. What increased capabilities will the Equipment provide? The Equipment replaces existing fire apparatus that will have reached the end of its economic useful life upon delivery of the new Type 1 Fire Truck. This new truck will incorporate more advanced safety features. The Brush Truck is a new unit that will offer greater fire suppression capacity and enhance firefighter safety.

3. Why is the Equipment essential to your ability to deliver governmental services? The City’s Fire Department’s primary function is to provide fire protection services to its citizens. The Equipment is essential to furthering these fire protection services in protecting persons and properties in and around the City.

4. Does the Equipment replace existing equipment?
(If so, please explain why you are replacing the existing equipment) The Type #3 Brush Truck is an addition to their fleet as it is highly essential to perform efficient service to their citizenry. The Enforcer Pierce Type #1 Ultimate Configuration Pumper Truck is to replace an existing Truck that upon delivery will be at the end of its useful life. It is taking up to 4 years to build this truck and the City is being proactive to make sure they have the proper equipment to provide a safe environment for its citizens and their property.

5. Why did you choose this specific Equipment?
These trucks met the specifications of our needs to incorporate advanced safety features, better water pumps and improved technology.

6. For how many years do you expect to utilize the Equipment? The Pumper truck will last at least 20 years and the Brush Truck should last up to 20 years.

Very truly yours,
CITY OF BARSTOW, as Lessee
By: ___________________________________________
Name: Andrew Espinoza Jr.

Title: Interim City Manager

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[Signature page for the Essential Use Certificate]

EXHIBIT D

INCUMBENCY CERTIFICATE
I, Sydnie Harris, do hereby certify that I am the Finance Director of the City of Barstow (“City”), which is a body corporate and politic duly established and validly existing as a political subdivision of the State of California and operates under a Governing Board, and that I have custody of the records of such entity.

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I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the City holding the offices set forth opposite their respective names. I further certify that:
(i) The signatures set opposite their respective names and titles are their true and authentic signatures, and (ii) Such officers have the authority on behalf of such entity to:
a. Enter into that certain Payment Schedule No. 02, dated January 24, 2025 under Master Equipment Lease-Purchase Agreement dated October 28, 2020 (the “Lease Agreement”), between the City of Barstow and Holman Capital Corporation, as lessor, and that certain Escrow Agreement dated as of January 24, 2025 (the “Escrow Agreement”) between the City of Barstow, Holman Capital Corporation, and Mechanics Bank, as escrow agent; and
b. Execute Certificates of Acceptance, Payment Request/Disbursement Request Forms, and any and all other certificate, documents, and agreements relating to the Master Lease Agreement, Payment Schedule No. 02 and Escrow Agreement applicable to that Payment Schedule.

NAME TITLE SIGNATURE
Andrew Espinoza Jr. Interim City Manager
IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Barstow.

January 24, 2025
By: ____________________________________
Name: Sydnie Harris
Title: Finance Director

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EXHIBIT E
[Print on Counsel Letterhead]
OPINION OF LESSEE’S COUNSEL
January 24, 2025
Holman Capital Corporation
25231 Paseo De Alicia
Suite 105
Laguna Hills, CA 92653
Re: Payment Schedule No. 02 under Master Equipment Lease-Purchase Agreement dated October 28, 2020 Ladies and Gentlemen:

As counsel to the City of Barstow (the “Lessee”), I have examined the Master Equipment Lease-Purchase Agreement dated October 28, 2020 and Payment Schedule No. 02 dated January 24, 2025 both collectively, the “Lease Agreement”), between the Lessee and Holman Capital Corporation, aslessor (“Lessor”), the form of the Escrow Agreement for Payment Schedule No. 02, together with the Disbursement Request Form and Certificate of Acceptance (collectively, the “Escrow Agreement”), and the proceedings taken by the Governing Body of the Lessee to authorize on behalf of the Lessee the execution and delivery of the Master Lease Agreement, Payment Schedule No. 02 and the Escrow Agreement.

The Master Lease Agreement, Payment Schedule No. 02 and the Escrow Agreement are herein collectively referred to as the “Transaction Documents.” Based upon the foregoing examination and upon an examination of such other documents and matters of law as I have deemed necessary or appropriate, I am of the opinion that:

1. The Lessee is a political subdivision of the State of California and operates under a Governing Board, and the laws of the State of California with full power and authority to enter into the Transaction Documents.

2. The Transaction Documents have each been duly authorized, executed, and delivered by the Lessee. Assuming due authorization, execution and delivery thereof by Lessor, the Transaction Documents constitute legal, valid, and binding obligations of the Lessee, enforceable against the Lessee in accordance with their respective terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors’ rights generally.

3. The Equipment to be leased pursuant to the Lease Agreement constitutes personal property and, when subjected to use by the Lessee, will not be a fixture under applicable law.

4. The Lessee has complied with any applicable public bidding requirements in connection with the Transaction Documents and the transactions contemplated thereby. By proper action, the Governing Body of the Lessee authorized the execution and delivery of the Transaction Documents and certain other matters, which actions were duly taken at a meeting that was held in compliance with all applicable laws relating to the holding of open and public meetings.

5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to restrain or enjoin the execution, delivery, or performance by the Lessee of the Transaction Documents or in any way to contest the validity of the Transaction Documents, to contest or question the creation or existence of the Lessee or the Governing Body of the Lessee or the authority or ability of the Lessee to execute or deliver the Transaction Documents or to comply with or perform its obligations thereunder. There is no litigation pending or, to the best of my knowledge, threatened seeking to restrain or enjoin the Lessee from annually appropriating sufficient funds to pay the rental payments or other amounts contemplated by the Master Lease Agreement and Payment Schedule No. 02.

6. The entering into and performance of the Transaction Documents do not and will not violate any judgment, order, law, or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of the Lessee or on the Equipment

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(as such term is defined in the Lease Agreement) pursuant to any indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which the Lessee is a party or by which it or its assets may be bound. Notwithstanding the foregoing, upon the due and timely filing of a UCC-1 and a Title Application and/or Certificate of Title (the latter solely with respect to Equipment constituting titled vehicles), the Lessor will have a perfected security interest in the Equipment.

This opinion may be relied upon by Lessor and purchasers and assignees of Lessor’s interests in connection with Payment Schedule No. 02 the Lease Agreement.

Respectfully submitted,
_______________________________________

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EXHIBIT F

BANK-QUALIFIED DESIGNATION
The City of Barstow, as lessee, (the “Lessee”) under that certain Master Equipment Lease-Purchase Agreement dated October 28, 2020 and Payment Schedule No. 02 issued thereunder (collectively, the “Lease”) to which this Designation is attached, hereby designates the Lease as a “qualified tax-exempt obligation” for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Lessee hereby represents that the Lessee is a “qualified small issuer” in that it reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including the Lease) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which the Lease is executed and delivered and interest commences to accrue thereunder; and that the Lease is being entered into and will be used in connection with public purposes.

This Designation is attached to and made a part of the Lease and inures to the benefit of the Lessor and its successors and/or assigned.

EXECUTED as of this January 24, 2025.

CITY OF BARSTOW, as Lessee
By: ________________________
Name: Andrew Espinoza Jr.

Title: Interim City Manager

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EXHIBIT G

POST-ISSUANCE TAX COMPLIANCE PROCEDURES
Dated: January 24, 2025
The following certificate is delivered in connection with the execution and delivery of Payment Schedule No. 02 issued under the Master Equipment Lease-Purchase Agreement dated October 28, 2020 (the "Master Lease Agreement"), entered into between the City of Barstow (the "Lessee") and Holman Capital Corporation (the "Corporation"). Capitalized terms used herein have the meanings defined in the Lease Agreement.

Section 1. In General.

1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the financing of certain equipment (the “Equipment”) to be acquired by Lessor and leased to Lessee pursuant to and in accordance with Payment Schedule No. 02 executed under the Master Lease Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $1,700,000.00 (the “Principal Amount”) toward the acquisition of the Equipment and closing costs, and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents.

1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the governing board’s approval or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor.

1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in said Payment Schedule No. 02. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by Mechanics Bank, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement for Payment Schedule No. 02 dated as of January 24, 2025 (the "Escrow Agreement"), by and between Lessor, Lessee and Escrow Agent.

1.4. Lessee will timely file for each Payment Schedule issued under the Master Lease Agreement a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038-GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the “Code”).

1.5. The Lease is designated a “qualified tax-exempt obligation” for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. In that regard, the Lessee is a “qualified small issuer” in that it reasonably anticipates that the Lessee and other entities that the Lessee controls will not issue tax-exempt obligations (including the Lease) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which the Lease is executed and delivered and interest commences to accrue thereunder; and that the Lease is being entered into and will be used in connection with public purposes.

Section 2. Non-Arbitrage Certifications.

2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor.

2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds

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as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents.

2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment.

2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents.

2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment.

2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the final Payment Date under the Financing Documents.

Section 3. Disbursement of Funds; Reimbursement to Lessee.

3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the vendors or manufacturers thereof or for any financial advisory or closing costs, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied.

3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied:
(a) If applicable, Lessee adopted a Resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (a copy of which will be provided to Lessor, if applicable, the “Declaration of Official Intent”), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor (as defined in the Master Lease Agreement) not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service;
(c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements.

Section 4. Use and Investment of Funds; Temporary Period.

4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee’s control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of final acceptance of the Equipment.

4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more.

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4.3.(a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(f) of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by January 24, 2025.
(b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(f) of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a “private activity bond” under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee; and (iv) the aggregate principal amount of all tax-exempt obligations (including the Lease) issued by Lessee and its subordinate entities, if any, during the current calendar year is not reasonably expected to exceed $10,000,000. Accordingly, the rebate requirements of Section 148(f) of the Code are treated as being met, in lieu of the spending exceptions set forth in paragraph (b) above.

Section 5. Escrow Account.

The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the Equipment. Lessee acknowledges that the provisions of Sections 2 and 4 herein are particularly applicable when the Principal Amount is funded into an Escrow Fund subject to the Escrow Agreement.

Section 6. No Private Use; No Consumer Loan.

6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use.

6.2 In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the “Excess Private Use Portion”) will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.2, “Private Business Use” means use of bond proceeds or bond financed property directly or indirectly in a

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trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public.

6.3. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or finance any loans to non-governmental entities or to any governmental agencies other than Lessee.

Section 7. No Federal Guarantee.

7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof.

7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code.

Section 8. Miscellaneous.

8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose.

8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents.

8.3. To the best of the undersigned’s knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein.

8.4. The Lessee’s Tax Identification Number is: 95-6000675.

IN WITNESS WHEREOF, this Post-Issuance Tax Compliance Procedures Certificate has been executed on behalf of Lessee as of January 24, 2025.

CITY OF BARSTOW, as
Lessee
By: _________________________________
Name: Andrew Espinoza Jr.

Title: jobtitle

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[Signature Page to Post-Issuance Tax Compliance Procedures]

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EXHIBIT H

ESCROW AGREEMENT
LESSOR:

Holman Capital Corporation
25231 Paseo De Alicia
Suite 105
Laguna Hills, CA 92653
ESCROW AGENT:

Mechanics Bank
1111 Civic Drive
Suite 385
Walnut Creek, CA 94596
LESSEE:

City of Barstow
220 E. Mountain View Avenue
Barstow, CA 92311
THIS ESCROW AGREEMENT (this “Escrow Agreement”) is made as of January 24, 2025, between Holman Capital Corporation (“Lessor”), the City of Barstow (“Lessee”), and Mechanics Bank (the “Escrow Agent”).

Lessor and Lessee have heretofore entered into that certain Payment Schedule No. 02 dated January 24, 2025 (the “Payment Schedule”) under that Master Equipment Lease-Purchase Agreement dated October 28, 2020 (the “Master Lease Agreement”). The Payment Schedule and Master Lease Agreement are jointly referred to herein as the “Lease.” The Lease contemplates that certain Equipment described therein (the “Equipment”) is to be acquired from the vendor(s) or manufacturer(s) thereof.

After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease.

The Lease contemplates that Lessor will deposit with the Escrow Agent cash in the amount of $1,700,000.00 (the “Deposit Amount”), for deposit into the escrow fund (the “Escrow Fund”), to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit into the Escrow Fund, together with all interest and additions received with respect thereto, is to be applied from time to time to pay the vendor(s) or manufacturer(s) of the Equipment its invoice cost (a portion of which may, if required, be paid prior to final acceptance of the Equipment by Lessee). The Escrow Fund is to be held for the account and benefit of Lessee, and Lessee has granted to Lessor a first priority and perfected lien on and security interest in the Escrow Fund and any all proceeds, interest and other earnings thereon and investments therein to the Lessor by virtue of the execution of this Escrow Agreement and the Lease without the need for any additional filings or financing statements.

The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto.

NOW, THEREFORE, the parties agree as follows:

1. The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the account and benefit of Lessee and all interest earned with respect to the Escrow Fund shall accrue to the benefit of Lessee and shall be applied as expressly set forth herein.

To the limited extent required to perfect the first, priority security interest granted by Lessee to Lessor in the cash and negotiable instruments from time to time held in the Escrow Fund, Lessor hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor.

2. On such day as determined to the mutual satisfaction of the parties pursuant to the terms of the Payment Schedule (the “Commencement Date”), Lessor shall deposit with the Escrow Agent cash in the amount of the Deposit Amount

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to be held by the Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept the deposit of the Deposit Amount by Lessor with the Escrow Agent, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein.

3. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly identified on the books and records of the Escrow Agent as being held in its capacity as Escrow Agent. Securities and other negotiable instruments held in the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to the security interest therein held by Lessor).

4. Lessee hereby directs the Escrow Agent to invest the cash held in the Escrow Fund from time to time in an Escrow noninterest bearing demand deposit account with no fees or costs or, in the event such fund is not at the time available, such other investments as Lessee may specify in writing, to the extent the same are at the time legal for investment of the funds being invested. Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be deposited in and become a part of the Escrow Fund. No investment shall be made that would cause the Lease to be deemed to be an arbitrage bond within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended.

5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect to the Escrow Fund:
a. From time to time, the Escrow Agent shall pay the vendor or manufacturer of the Equipment payments then due and payable, or reimburse Lessee for amounts that it has paid to the vendor or manufacturer of the Equipment, upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A hereto, (b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment described in the requisition request, and (c) any additional documentation required by Lessor. b. If Lessor provides to the Escrow Agent written notice of the occurrence of an Event of Default or an Event of Nonappropriation by Lessee under the Master Lease Agreement or Payment Schedule, the Escrow Agent shall thereupon promptly remit to Lessor the entire balance of the Escrow Fund. c. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment Request identified as the final such request, the Escrow Agent shall transfer the then remaining balance of the Escrow Fund to Lessee, upon the express condition that Lessee hereby agrees to use such excess amount solely for capital expenditures as shall be approved by Lessee or, at the written direction of Lessee, for application against the interest component of the Lessee’s payment obligation under the Lease, as provided therein, unless otherwise agreed by Lessor.

6. The Escrow Agent shall have no liability for acting upon any written instruction presented by Lessee and Lessor in connection with this Escrow Agreement that the Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own gross negligence, willful misconduct, or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made pursuant to Section 4.

7. To the extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent harmless against any liabilities that it may incur in the exercise and performance of its powers and duties hereunder and that are not due to the Escrow Agent’s gross negligence or willful misconduct. No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages arising solely out of gross negligence, willful misconduct, or bad faith by the Escrow Agent, its officers, agents, employees, successors or assigns.

8. The Escrow Agent may at any time resign by giving at least 30 days’ prior written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor

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and Lessee. In addition, the Escrow Agent may be removed at any time, with or without cause, by instrument in writing executed by Lessor and Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent.

Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor and Lessee.

9. This Escrow Agreement shall terminate upon receipt by the Escrow Agent of the written notice from Lessor specified in Section 5(b) or Section 5(c) hereof.

10. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by mutually recognized overnight carrier addressed to the other party at its respective address shown on page 1 of this Escrow Agreement or at such other address as such party shall from time to time designate in writing to the other parties; and shall be effective on the date or receipt.

11. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee.

12. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification, or change of terms hereof shall bind any party unless in writing signed by all parties.

13. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the advice of counsel, accountants, or other skilled persons.

14. This Escrow Agreement shall be governed by and be construed and interpreted in accordance with the internal laws of the State of California.
[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth.

LESSOR: HOLMAN CAPITAL CORPORATION
By:

Name: Lance Holman
Title: President & CEO
LESSEE: CITY OF BARSTOW
By:

Name: Andrew Espinoza Jr.

Title: Interim City Manager
ENT: ESCROW AGENT: MECHANICS BANK
By:

Name: Nicholas Mellon
Title: SVP, Director of Commercial Banking
[Signature Page to Escrow Agreement]

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EXHIBIT A TO ESCROW AGREEMENT

CERTIFICATE OF ACCEPTANCE AND PAYMENT REQUEST
The following payment request is directed to Mechanics Bank (the “Escrow Agent”), as escrow agent under that certain Escrow Agreement dated January 24, 2025 (the “Escrow Agreement”), between the City of Barstow (“Lessee”), Holman Capital Corporation (“Lessor”), and the Escrow Agent. Because Holman Capital Corporation has assigned all of its right, title, and interest in and to the Escrow Agreement to Mechanics Bank, all references herein to “Lessor” shall mean Mechanics Bank.

The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment leased pursuant to that certain Payment Schedule No. 02 dated January 24, 2025 (the “Payment Schedule”) executed pursuant to the Master Equipment Lease-Purchase Agreement dated October 28, 2020 (the “Master Lease Agreement”), between Lessor and Lessee:

QUANTITY

DESCRIPTION OF

UNITS OF EQUIPMENT AMOUNT PAYEE
Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Payment Schedule; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee’s authority; (iv) the estimated useful life of the Equipment based upon the manufacturer’s representations and Lessee’s projected needs is not less than the term of the Payment Schedule; (v) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and amounts required by the Master Lease Agreement; (vii) no Event of Default or Event of Nonappropriation, as those terms are defined in the Master Lease Agreement, and no event that with the giving of notice or lapse of time or both, would become an Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof; and (viii) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under the Payment Schedule during Lessee’s current Fiscal Year.

Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms.

The following documents are attached hereto and made a part hereof: (a) Original Invoice(s) and (b) Copies of Certificate(s) of Ownership, designating Lessor as legal owner, and evidence of filing.

IF REQUEST IS FINAL REQUEST, CHECK HERE . The undersigned hereby certifies that the items of Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitute all of the Equipment subject to the Payment Schedule.

Date: ______________
Approved:

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MECHANICS BANK, as Lessor CITY OF BARSTOW, as Lessee
By: By:

Name: Name:

Title: Title:

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SCHEDULE A TO ESCROW AGREEMENT:

NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Holman Capital Corporation ("Lessor"), City of Barstow ("Lessee"), and Mechanics Bank ("Escrow Agent") have entered into an Escrow Agreement dated January 24, 2025 (the "Escrow Agreement'), pursuant to which Lessor, or its Assignee (as defined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment.

Escrow Agent is hereby notified that Lessor has assigned all of its right, title, and interest in and to, but not its obligations under, the Escrow Agreement to Mechanics Bank ("Assignee"), including, in particular, but without limitation, Lessor's security interest in the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee.

Date: January 24, 2025
LESSOR: HOLMAN CAPITAL CORPORATION
By:

Name: Lance Holman
Title: President & CEO
LESSEE: CITY OF BARSTOW
By:

Name: Andrew Espinoza Jr.

Title: Interim City Manager
ESCROW AGENT: MECHANICS BANK
By:

Name: Nicholas Mellon
Title: SVP, Director of Commercial Banking

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EXHIBIT I

RESOLUTION OF LESSEE

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EXHIBIT J
UCC-1 FINANCING STATEMENT

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EXHIBIT K
IRS FORM 8038-G
[To be prepared by Holman Capital Corporation]

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EXHIBIT L

CLOSING MEMORANDUM
$1,700,000.00 LEASE FOR FIRE APPARATUS ACQUISITION PROJECT PURSUANT TO PAYMENT SCHEDULE NO. 02 ISSUED UNDER THE MASTER EQUIPMENT LEASE-PURCHASE AGREEMENT DATED OCTOBER 28, 2020 BETWEEN CITY OF BARSTOW AS LESSEE, AND

HOLMAN CAPITAL CORPORATION, AS LESSOR
Pre-Closing: Pre-Closing will be held at the Lessee’s convenience, on or before January 22, 2025. All documents will be executed and two (2) blue ink originals will be overnighted to Holman Capital Corporation, Attn.: Jane Taubman, 25231 Paseo De Alicia, Suite 105, Laguna Hills, CA 92653, for delivery no later than 9:00 am on the morning of January 22, 2025 and held in trust until such time as the wires and original documents are released by the Parties.

Closing: (1) By internal funds transfer and pending receipt of original, executed Payment Schedule and related documents, on the morning of January 24, 2025, the Investor is authorized by Lessee to transfer via internal credit the Total Equipment Cost (as set forth below) to Escrow Agent, pursuant to a general ledger credit to the Escrow Account as follows:

Bank Name: Mechanics Bank
ABA No: 121143833
Account No: <Need Number>
Account Name: City of Barstow
(2) By wire transfer and pending receipt of original, executed Payment Schedule and related documents, on the morning of January 24, 2025 the Investor is authorized by Lessee to transfer via wire the Issuance Costs (as defined below) to Lessor as follows:

Bank Name: FFB
ABA No: 121144146
Account No: XXXX1146
Account Name: Holman Capital Corporation
Holman Capital Corporation will confirm disbursement of funds to the Lessee’s escrow account and then release all of the original documents held in trust to the investor and forward a copy to the Lessee. Upon conformation by Escrow Agent of the Lease Proceeds, Lessee will wire closing costs, legal fees and other amounts to the parties in accordance with the invoices attached hereto.

Sources and Uses of Funds:

Fire Apparatus Acquisition Project $1,700,000.00
Paid from Borrower Reserves

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TOTAL SOURCES $1,700,000.00
2025 Project Costs for Payment Schedule No. 02 Components $1,695,000.00 Costs of Issuance $5,000.00
TOTAL LEASE PROCEEDS $1,700,000.00

CITY OF BARSTOW,
Lessee
By: _____________________________
Name: Andrew Espinoza Jr.

Title: Interim City Manager
[Signature Page to Closing Memorandum]

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Packet Pg. 106 Attachment: Attachment B - Master Lease Agreement (5854 : A Resolution Authorizing the Execution of a Master Lease-Purchase Agreement Regular Meeting
01/21/25 05:00 PM
Waste Water Plant
Wesley Garrison
Budget
Doc ID: 5841

AGENDA ITEM
AGENDA MATTER:

APPROVAL OF PURCHASE OF A CCTV TRUCK/EQUIPMENT
EXECUTIVE SUMMARY:

Staff seeks the City Council's approval to enter into an agreement, with Haaker Equipment in the amount of $383,032.21 to purchase a new CCTV van with equipment build out.

DISCUSSION:

Staff is currently using a 2010 Ford E150, that had a CCTV system retrofitted in 2017. The current CCTV equipment is of substandard quality, efficiency, and reliability and has rapidly declined. The camera tractor and camera system has been intermittently unreliable since 2023.

The COB-W W-Department has high standards on inspecting and maintaining the City's sanitary sewer main lines, but with our current equipment, our yearly production of inspections has drastically fallen off.

In addition, the City is issued a Statewide Sanitary Sewer Systems General order 2022-0103-DWQ, pg 44, section 4.2 Preventive Operation and Maintenance Activities, Inspection and Maintenance Activities; Regular visual and closed circuit television (CCTV) inspections of manholes and sewer pipes.

The vendor who provided the equipment for the CCTV retrofit build is located in Marietta Georgia and any kind of communication is little to none, which makes it very difficult to trouble shoot ongoing issues. The COB wastewater staff has had to crate and pallet the entire system a couple of times and pay to ship the equipment to Georgia for repairs, forcing long intervals of CCTV downtime.

A new inspection system Envirosight RoverX is a trusted brand in the sewer inspection market and they specialize in robotic crawlers as well as push cameras. The RoverX package includes the necessary components we need for a new system, including the camera, robot crawler, control unit, cable reel, and pressurize system.

Haaker equipment provided the lowest bid (sourcewell quote). When we purchased the combination sewer cleaning truck from Haaker Equipment in 2023, we learned that their customer service is outstanding, service and repairs are guaranteed a 72-hour turn around, and out of the 49,000 square feet warehouse approximately $500,000 of CCTV parts are locally available in Laverne Ca, only 86 miles from Barstow.

FISCAL IMPACT:
13 Packet Pg. 107
Regular Meeting
01/21/25 05:00 PM
Waste Water Plant
Wesley Garrison
Budget
Doc ID: 5841

AGENDA ITEM
Description amount for RoverX mainline inspection system on a 2024 4x4 Ford E-450 and studio build out at $383,032.21. Appropiate $383,032.21 from the wastewater enterprise fund. $400,000 has been alocated from wastewater FY25 budget account number 605.605.601.08.868.

RECOMMENDED ACTION:

Staff recommends that the council take the following actions:

1. Authorize the purchase of a new CCTV van from Haaker equipment, by appropriating $383,032.21 from the Wastewater Enterprise Fund and,

2. Authorize the City Manager or designee to issue the intent to purchase and the authority to execute the necessary agreement when the equipment becomes available. 13 Packet Pg. 108
Date: 11/22/24
Branch: 1700
Sourcewell Contract #120721-RVL
CUSTOMER: City of Barstow
ADDRESS: 2200 Riverside Dr
CITY, STATE, ZIP: Barstow, CA 92311
PHONE: 760-577-1001
EMAIL: [email protected]
ATTN: Wes Garrison
CRM ID: 20601
RapidView ID: 31234
JDC ID: 11.2024.Barstow.07 31234
TEAMJDC.COM

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Packet Pg. 109 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment) Type Product # Description Price Quantity Price / Unit
Rapid View Chassis VZ000700 E450 GAS CHASSIS for 14' BOX , 158” WB, 7.3L V8 Premium Rated Engine, 6-Speed Automatic $ 52,075.44 1 $ 52,075.44 Rapid View Build Out Options 4x4 Upgraded 4x4 buildout $ 30,240.00 1 $ 30,240.00 Rapid View Build Out Options VZ000620 Inspection Conversion for 14’ Commercial RapidView FRP Box or Trailer $ 27,669.60 1 $ 27,669.60 Rapid View Build Out Options VZP000116 Inverter 5000w, 120VAC with 330AH LifePO 4 Batteries (Qty:3) $ 22,680.00 1 $ 22,680.00 Rapid View Build Out Options VZ000600 Custom FRP Box. - FLAT FLOOR 84" High FRP 14' Box $ 21,831.12 1 $ 21,831.12 Rapid View Build Out Options VZ000810 Premium Safety Light Package (UPGRADE) $ 5,239.08 1 $ 5,239.08 Rapid View Build Out Options VZ000817 Powered Retractable Rear Canopy $ 3,942.00 1 $ 3,942.00 Rapid View Build Out Options VZ000306 KW Reel cabinet, (W-22", L-39" & H-34"), with a slide out tray for the LISY Synchro drum and one locking drawer with a divider. All aluminum drawer construction. $ 2,126.52 1 $ 2,126.52 Rapid View Build Out Options VZ000826 Fold-Down Steps (rear) $ 964.44 1 $ 964.44 Rapid View Build Out Options VZ000825 Fold-Out Steps (side access) $ 737.64 1 $ 737.64 Rapid View Build Out Options VZ000703 Small sink in counter top $ 648.00 1 $ 648.00 Rapid View Build Out Options VZOP000120 20 Gallon Water Tank UPGRADE $ 538.92 1 $ 538.92 Rapid View Build Out Options VZM000104 Monitor Mount - Double $ 307.80 1 $ 307.80 Rapid View Build Out Options Equip Sales 1 QTY 6 - 200W & QTY 2 - 100W Flexible Bypass Diode Solar Panels $ 6,220.80 1 $ 6,220.80 Rapid View Build Out Options Equip Sales 2 18"x18"x60" Underbody Tool Box $ 1,566.00 1 $ 1,566.00 Rapid View Build Out Options Equip Sales 3 Qty 2 Rear Pullout Drawers $ 2,592.00 1 $ 2,592.00 Rapid View Build Out Options Equip Sales 4 24" Monitor $ 2,916.00 3 $ 972.00 Camera Cable 80071900 HD FO4 Camera Cable Type 00/12 $ 15,307.65 1 $ 15,307.65 Camera Head Accessories 901601040 Pressure Test Set $ 529.20 1 $ 529.20 Cutter System and Accessories V4702467 VM4C9 Full HD MPEG Encoder Card $ 3,618.00 1 $ 3,618.00 HD Systems V9049001 T76 HD TRACTOR $ 23,822.10 1 $ 23,822.10 HD Systems V9040013 HD Camera Base Module for T76/86 Tractor $ 6,683.85 1 $ 6,683.85 Reels V8029011 KW505 HD Synchronized Power Cable Reel $ 37,777.05 1 $ 37,777.05 Reel Accessories 802617031 Cable Deflection Pulley KW305/505 $ 1,150.20 1 $ 1,150.20 Reel Accessories 904350020 Cable Deflection Pulley KUV 2.7 with rope and holder (50ft of rope) $ 756.00 1 $ 756.00 Reel Accessories 802975001 Cable Cleaning Brush for KW305/310/505 $ 522.45 1 $ 522.45 Standard Cameras V0494050 ORION 3.0 Zoom HD/SD Adaptive PAN & TILT CAMERA $ 22,026.60 1 $ 22,026.60 Standard Cameras 904055000 Adapter 8 HD - 10 HD $ 2,266.65 1 $ 2,266.65 T76 Tractor and Accessories V1971003 BS7-10X Vehicle Mounted Control $ 33,297.75 1 $ 33,297.75 T76 Tractor and Accessories 904116031 Remote Elevator for T76/86 $ 7,811.10 1 $ 7,811.10 T76 Tractor and Accessories 900410891 T76 RAD 150 Complete Treaded Wheelset for 12" And Up $ 1,684.80 1 $ 1,684.80 T76 Tractor and Accessories 900406691 High-Traction Tungsten Carbide Wheels for 8" and up $ 1,540.35 1 $ 1,540.35 T76 Tractor and Accessories 904110390 Large Black Pneumatic Tires, Tubes and Rims (Set of 4) for T76/86/PANORAMO/LISY (Black) - 3.00-4 $ 1,475.55 1 $ 1,475.55 T76 Tractor and Accessories 904401491 High-Traction Tungsten Carbide Wheels for 6" and up $ 1,452.60 1 $ 1,452.60 T76 Tractor and Accessories 900410491 T76 Treaded Wheelset Complete for 8" and up (Black/Soft) $ 1,278.45 1 $ 1,278.45 T76 Tractor and Accessories 10TS7M 10 Inch Touch Screen $ 664.47 1 $ 664.47 T76 Tractor and Accessories GV-N710D3-2GL Graphics Card With HDMI Output $ 91.80 1 $ 91.80 T76 Tractor and Accessories RAM-201U-B Double Socket Arm - C Size Short $ 48.49 1 $ 48.49 T76 Tractor and Accessories RAM-2461U VESA 75 Mounting Plate With Ball - C Size $ 41.31 1 $ 41.31 T76 Tractor and Accessories RAM-TRACK-EXA-9BU 9BU 9" Modulare Aluminum Black Tough Track $ 38.07 1 $ 38.07 T76 Tractor and Accessories RAP-354U-TRA1 Track Ball With T-Bolt Attachment - C Size $ 35.75 1 $ 35.75 Computer Systems V0001017 19" Industrial PC $ 6,434.64 1 $ 6,434.64 JDC Accessories VX-VC6-C200A-D34HDN-US Vivax V-Cam-6 HD Inspection Sytem with 9.7" Daylight Viewable Display, 34mm SL HD Camera Head, AC/DC Ext. Power, Internal Li-Ion Batt power, 1TB Storage, Wi$ 12,881.82 1 $ 12,881.82 JDC Accessories VX 1225010001 Vivax-Metrotech VLOC3 Locator $ 2,521.82 1 $ 2,521.82 JDC Accessories TRP01 Top Manhole Roller $ 592.73 1 $ 592.73 JDC Accessories POLESET 18' of Fiberglass Poles, Mounting Bracket, and Ibak Adapter $ 996.36 2 $ 498.18 JDC Accessories 52846 3" Tiger Tail $ 49.09 1 $ 49.09
Wincan Software VX-EXPERT-1-SUB ANNUAL WinCan VX Expert License $ 7,345.45 1 $ 7,345.45 Wincan Software T-WINCANTRAINING-WEB Online Setup and Training with Online Instructor (4-8 hours total) $ 2,727.27 1 $ 2,727.27 Sale Price $ 379,764.79
Sourcewell Discount (4%) $ (14,106.01)
Subtotal $ 365,658.78
Freight / PDI $ 9,500.00
Equipment Training (2 Days) $ 5,000.00
Subtotal Sale Price $ 380,158.78
Tax (8.75%) $ 33,263.89
Final Sale Price $ 413,422.67

13.a
Packet Pg. 110 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment) VZ000700
E450 GAS CHASSIS for 14' BOX , 158” WB, 7.3L V8 Premium Rated Engine, 6-Speed Automatic Transmission with Overdrive w/ Tow-Haul Mode, includes; Remote Keyless Entry, 40-Gallon Fuel Tank,
Grey Vinyl Seats and Flooring, Cruise Control, Power Group, Air Conditioning and AM/FM Stereo.

VZ000600
Custom FRP Box. - FLAT FLOOR 84" High FRP 14' Box
VZ000620
Inspection Conversion for 14’ Commercial RapidView FRP Box or Trailer * Walk-thru design with partition wall and door.
* Tinted glass viewing window in bulkhead wall.
* 12v LED lighting.
* Roof Air.
* Rear back up camera.
* Exterior shore power package with extension cord.
* Auxiliary battery and charging system installed with generator and MEPs systems.

FRONT OFFICE:
* Carpeted walls in Studio.
* Laminated base cabinetry.
* Laminate countertops in studio.
* Vibration resistant electronics cabinet with rear door access to outside of truck for easy installation and troubleshooting.
* Bench seat over generator.

WORKSPACE:
* Heavy-duty, 5 drawer toolbox.
* Monitor mount in workspace for installing monitor ( monitor sold separately). * 14 Gallon pressurized wash down system.
* Butcher block workbench.
* Rugged FRP cabinets.
* Closet with aluminum storage shelves.
* Rugged FRP overhead cabinets with easy-open hardware.

SAFETY:
* Directional arrow board at rear.
* Strobe light mounted on front roof.
* LED side markers on Box.

VZP000116
Inverter 5000w, 120VAC with 330AH LifePO 4 Batteries (Qty:3) Equip Sales
QTY 6 - 200W & QTY 2 - 100W Flexible Bypass Diode Solar Panels Controller
Equip Sales
18"x18"x60" Underbody Tool Box
Equip Sales
Qty 2 Rear Pullout Drawers
Equip Sales
24" Monitor
VZM000104
Monitor Mount - Double
VZ000825
Fold-Out Steps (side access)
VZ000826
Fold-Down Steps (rear)
VZ000703
Small sink in counter top
VZOP000120
20 Gallon Water Tank UPGRADE
VZ000810
Premium Safety Light Package (UPGRADE)
* Traffic advisor mounted on front and rear of vehicle
* High intensity surface mount LEDs mounted on the grill, rear pillars, and each side * One high-intensity LED high profile beacon light mounted on roof * Two Super LED rear work lights mounted on rear of vehicle * Please note: this is an upgrade package - some lights on the standard conversion are replaced.

VZ000817
Powered Retractable Rear Canopy
* Protects from rain or sun
* Easy, push-button extension and retraction
VZ000306
KW Reel cabinet, (W-22", L-39" & H-34"), with a slide out tray for the LISY Synchro drum and one locking drawer with a divider. All aluminum drawer construction.

V0494050
ORION 3.0 Zoom HD/SD Adaptive PAN & TILT CAMERA
* Pan, Tilt and Zoom for 4" and up
* May be used on tractor or pushrod
* Auto-uprighting, LED Lighting and 33 kHz Transmitter for locate * High resolution and superior picture quality

13.a
Packet Pg. 111 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment) * Laser diameter, deformation, defect and object measurement (third party software required - not included)
904055000
Adapter 8 HD - 10 HD
- For plug-in installation of IBAK ORION 3
- for Camera Connection CB 3.2 S HD
- for Camera Connection CC 2.1 HD
- for Camera Connection CC 4.1 HD
- for Camera Connection CC 5.1 HD
V9049001
T76 HD TRACTOR
* HD Version required for HD System operation
* Mainline tractor for use in pipelines 5" and up
* Zero turn radius, full steering with ATC (Automatic Tilt Compensation) * Includes lowering claw, toolset and 5"/6"/8"/10" wheelsets * T76 can be used as the chassis for the LISY 3.2 HD Extension * Requires a HD Camera Base module for normal mainline operations * Add the Remote Elevator (904116031) to help in larger pipelines V9040013
HD Camera Base Module for T76/86 Tractor
* Required for operation of T76/86 HD as mainline tractor * Includes 33kHz and 512Hz transmitters for location
904116031
Remote Elevator for T76/86
* Raises the camera to allow centering in pipeline
* Lifts camera above water line in pipes with flow
904401491
High-Traction Tungsten Carbide Wheels for 6" and up
* For use with T76 / T86 / PANO2 Tractors
* Large Grit
* Uses Wheel Bolt 6002104
900406691
High-Traction Tungsten Carbide Wheels for 8" and up
>>>Complete Set of 4 with bolts and washers<<<
* For use with T76 / T86 / PANO2 Tractors
* Large Grit
* Uses Wheel Bolt 60000291
* Uses Flat Washer 6000082
900410491
T76 Treaded Wheelset Complete for 8" and up (Black/Soft) * RAD 122 NBR
***Uses Replacement Tire #900411142***
900410891
T76 RAD 150 Complete Treaded Wheelset for 12" And Up
(Brown / Hard)
- For 16" and up on a T86
- For 12" and up on a T76
- For 10" and up on a T66
*Uses Single Replacement Tire 900411742*
*Uses 6000412 M6x35 Cheese Head Screws*
*Uses 6002116 M4x8 Torx Countersunk Screw*
904110390
Large Black Pneumatic Tires, Tubes and Rims (Set of 4) for T76/86/PANORAMO/LISY (Black) -

3.00-4
Comes with 6000082 x 8 ( A6.4 Washer), 6001522 x 8 (M6x113) and 6000510 x 8 (M6x75) V1971003
BS7-10X Vehicle Mounted Control
- For operation of all camera and the tractor functions - For permanent installation in a vehicle in 19" technology - Separate keyboard surround with 2 joysticks, emergency stop, microphone for intercom - - Includes V0000189 on/off switch
- Requires control monitor panel and monitor mount.
- Requires PC for operation
- HD, SD, LISY and PANORAMO operation
- For use with KW505 and KW310 FO drums.

RAM-2461U
VESA 75 Mounting Plate With Ball - C Size
RAM-201U-B
Double Socket Arm - C Size Short
RAM-TRACK-EXA-9BU
9BU 9" Modulare Aluminum Black Tough Track
RAP-354U-TRA1
Track Ball With T-Bolt Attachment - C Size
10TS7M
10 Inch Touch Screen
GV-N710D3-2GL
Graphics Card With HDMI Output
V8029011

13.a
Packet Pg. 112 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment) KW505 HD Synchronized Power Cable Reel
* Designed for use with HD Systems. BS7 Controller required. * Synchronized cable payout and retraction
* Automatic level wind
* Requires vehicle installation
* Includes remote control pendant and LED boom light
* Distance counter with rear display
* Holds up to 2000' on 00/12 fiber optic cable
* Includes integrated tractor lowering winch and control 80071900
HD FO4 Camera Cable Type 00/12
* Required for HD Systems
* 1640 feet of fiber optic cable
* Requires KW505 HD/FO Cable Drum with v.8 board, and BS7 Controller * Older drums may require upgrade to use this cable. Please contact your representative for more information.
904350020
Cable Deflection Pulley KUV 2.7 with rope and holder (50ft of rope) 802617031
Cable Deflection Pulley KW305/505
*Attaches to the boom for off-manhole setups
802975001
Cable Cleaning Brush for KW305/310/505
*Attaches to drum boom and cleans cable during retrieval 901601040
Pressure Test Set
V0001017
19" Industrial PC
These specifications or greater:
* Ruggedized Rack Mount Cabinet
* Intel Quad Core Processor
* 16 GB RAM
* 256 GB Solid State Drive for Applications / OS
* 2 TB Hard Drive for Data
* DVD-R/CD-RW drive
* Keyboard and Optical Mouse
* Operating system Windows 10 Professional
*** NO Video Capture Device Included (to be supplied by software vendor) V4702467
VM4C9 Full HD MPEG Encoder Card
*Only sold for use with IKAS Evolution. If using a 3rd party software, please contact your software vendor.

VX-VC6-C200A-D34HDN-US
Vivax V-Cam-6 HD Inspection Sytem with 9.7" Daylight Viewable Display, 34mm SL HD Camera Head, AC/DC Ext. Power, Internal Li-Ion Batt power, 1TB Storage, WiFi, QWERTY Keyboard, Sonde (512,640,33) 200' Push Rod…
VX 1225010001
Vivax-Metrotech VLOC3 Locator
TRP01
Top Manhole Roller

POLESET
18' of Fiberglass Poles, Mounting Bracket, and Ibak Adapter 52846
3" Tiger Tail

13.a
Packet Pg. 113 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment)

13.a
Packet Pg. 114 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment) 1 0
1 Customer:
1 By:
1 Date:
1 Email:

Terms and Conditions
***Surcharges or rate increases issued by manufacturer that affect this quote following quote acceptance, but prior to order delivery, will be the responsibility of Buyer. Any surcharge or increase that is applied to this purchase will be applied at same cost as issued by manufacturer.***
• Acceptance of this Proposal is subject to availability of the Equipment listed above. • Sales Price does not include any applicable sales taxes. Buyer is responsible for and agrees to pay all applicable sales tax.
• The Sale of New Equipment Terms and Conditions are incorporated into and made a part of this Proposal upon acceptance and execution of this Proposal by both parties. • Execution of this Proposal by Seller and Buyer constitutes a binding agreement between the parties.
• If this Proposal is not executed by both parties within thirty (30) calendar days from the Proposal Date, this Proposal shall become null and void, unless subsequently executed by both Buyer and Seller.

Thank you for your consideration of this proposal.

This proposal becomes a contract for delivery and payment of the merchandise listed above only when signed by the customer or one of its officers. 1 Sincerely yours,
Stephanie Prescott
Stephanie Prescott
Regional Sales Manager - Inspection
760/644-5147
[email protected]
Purchase Order#:

13.a
Packet Pg. 115 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment)

1. THE AGREEMENT. Jack Doheny Companies, Inc., (the “Seller”) agrees to sell, transfer and convey its right, title and interest in the new goods, equipment, vehicles and/or other new items (collectively, the “Equipment”) described in Seller’s written Invoice for the Sale of New Equipment (the “Invoice”) to the Buyer subject to the terms and conditions contained herein, which are incorporated into the Invoice, agreed to by the parties hereto, and together consists of the entire agreement between the Seller and Buyer (collectively, the “Agreement”). The Agreement shall be for the benefit of the Seller and Buyer and not for the benefit of any other person or entity. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by the Seller and Buyer, to the extend they differ from, modify, add to or change from the Agreement shall not be binding on the Seller.

2. TERMS OF PAYMENT.

2.1 Payment Date. All payments for the Equipment are due from Buyer on the date of the invoice unless other terms are agreed to in writing between Seller and Buyer. Payment shall be made to Seller at the address specified in the Agreement, without any offset or deduction for any reason.

2.2 Shipping Delays. If any shipment is delayed at the request of Buyer, payment shall become due based on the date Seller is prepared to make shipment, and Seller may invoice Buyer based on such date. All prices for Equipment are F.O.B. Seller's shipping point.

2.3 Delinquent Payments.

2.3.1 Any payment not made by Buyer on or before its due date shall be subject to a late charge on any unpaid balance at a rate of 18% per annum, or the highest interest rate allowed by law, whichever is greater.

2.3.2 If a payment is not made on or before its due date, Buyer agrees that Seller may elect, in addition to any other remedy at law or in equity, to cease performance under the Agreement and any other agreement between Buyer and Seller until such payment is rendered to Seller .

3. DELIVERY. Seller does not guarantee delivery dates.

4. RISK OF LOSS. Buyer assumes all risk of loss of Equipment upon delivery by Seller to carrier if Equipment is shipped. For Equipment that is shipped, Seller agrees to: (a) prepare the Equipment for shipment to Buyer; (b) deliver custody of the Equipment to carrier; (c) make appropriate arrangements for the transportation to carrier; and deliver documents to enable Buyer to obtain possession of the Equipment. Seller shall not be obligated to obtain insurance or to prepay transportation/carrier costs for the Equipment. Buyer agrees to be responsible for and to timely pay all loading, unloading and other charges incidental to transportation of the Equipment. Whether Seller pays transportation charges or not, risk of loss shall pass to Buyer upon delivery of the Equipment to a carrier.

5. INSPECTION OF EQUIPMENT. Buyer has inspected the Equipment and is satisfied with the Equipment’s condition.

6. INDEMNIFICATION. Buyer shall indemnify, hold harmless and release Seller from any and all liabilities, losses, damages, claims, costs and expenses, including attorney fees, arising out of, in whole or in part, from (a) the design, or manufacture of the Equipment; or (b) the use of the Equipment by Buyer and those acting on Buyer’s behalf.

7. MISCELLANEOUS.

7.1 No Assignment. There shall be no assignment of the Agreement by Buyer without the prior written approval of Seller. Any assignment of the Agreement shall not relieve Buyer of its obligations under the Agreement.

7.2 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations hereunder, other than a payment obligation, due to any cause beyond its reasonable control including without limitation, acts of God or of the public enemy, including terrorists, acts of the government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of the party whose performance is affected (“Force Majeure Events”); provided that the affected party provides the other party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re -commence performance as promptly as possible; provided, further, that if the duration of such Force Majeure Event exceeds thirty (30) days, the other party may terminate the Agreement upon delivery of written notice to the affected party.

7.3 Venue. The parties agree that any dispute under the Agreement shall be brought in the applicable state or federal court located in the county in which the Originating Branch is located and the parties waive any right to a jury trial.

7.4 Construction and Captions. The parties acknowledge that each has reviewed the Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Agreement or any exhibits or amendments hereto ; and that section headings appearing in the Agreement are for convenience of reference only and they are not intended, to any extent or for any purpose, to limit or define the text of any section or any subsection hereof. In the event any part of the Agreement is found to be ambiguous, such ambiguity shall not be construed against any party.

7.5 Entire Agreement. The Agreement constitutes the sole and entire agreement between the parties and supersedes all prior and contemporaneous statements , promises, understandings or agreements, whether written or oral.

7.6 Amendments. The Agreement may be amended, modified or altered at any time upon the approval of the Seller and Buyer; however, any such amendment must be in writing and signed by the Seller and Buyer in order for such amendment to be of any force and effect .

7.7 Partial Invalidity. In the event that any provision of the Agreement is declared by any court of competent jurisdiction or any administrative judge to be void or otherwise invalid, all of the other terms, conditions and provisions of the Agreement shall remain in full force and effect to the same extent as if that part declared void or invalid had never been incorporated in the Agreement and in such form, the remainder of the Agreement shall continue to be binding upon the parties.

7.8 Counterparts. The Agreement and any amendment thereto may be signed and executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one Agreement. Delivery of an executed counterpart of a signature page of the Agreement by facsimile or email shall be effective as delivery of an originally executed counterpart of the Agreement.

7.9 Authority. Each person(s) executing the Agreement as an agent or in a representative capacity warrants that he or she is duly authorized to do so .

NO WARRANTY. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE,

INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MARKETABILITY OR FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY HEREBY DISCLAIMED. To the extent allowed by law and those agreements, Seller transfers and assigns to Buyer the Equipment manufacturer’s warranties, if any such warranty is provided by the Equipment manufacturer. In no event shall Seller be liable to Buyer for any incidental , consequential, special, exemplary, and/or punitive damages, including without limitations, loss of revenue or profit.

SALE OF NEW EQUIPMENT

TERMS AND CONDITIONS

Page 1 of 1 ends

702-665-5397
[email protected]
dohenycompany.com

13.a
Packet Pg. 116 Attachment: 11.2024.Barstow.07 31234 JDC-Revised (5841 : Approval of Purchase of a CCTV Truck/Equipment) 2070 North White Avenue, La Verne, California 91750
Cell: (909) 736-7086 ~ Office (909) 598-2706 ~ haaker.com

December 4, 2024
Wesley Garrison Jorge (George) Lopez
City Of Barstow Haaker Equipment Co.
[email protected] [email protected]
Sourcewell Quote – RovverX Main Line Inspection System on 2024 4X4 Ford E-450 and Studio Build Out.

Mr. Wesley Garrison,
Thank you for your interest in the RovverX main line inspection system with capabilities to inspect from 6” to 35” pipes.

I am pleased to submit the following proposal for your consideration and approval based on Sourcewell Contract #120721 Price includes RovverX equipment, studio build out on 4X4 2024 E-450 and associated hardware.

HD ROVVERX System with 1,000’ reel: System includes VC500 Controller with Vision Report Software installed, RAX300 Automatic Cable Reel with 300M (1000ft) cable, wireless remote controller, reel mounting frame, cable cleaner for RAX300 mainline reel, emergency stop cable, RX130 Quick Change version crawler with 3 sets of rubber wheels for 6“ to 35“ pipe diameter. RCX90 pan, tilt, zoom camera, Pressurization Kit, and Wincan VX entry license $98,695.00

13.b
Packet Pg. 117 Attachment: RovverX Ford E-450 4X4 on 14 Foot Box 12-4-2024 (5841 : Approval of Purchase of a CCTV Truck/Equipment) Operator Studio Inverter Build: solid bulkhead wall with sliding smoked-glass window, Formica desk with wall outlet above and below, cork board wall above desk surface, overhead recessed LED lighting , 27” desk-mount monitors, high-back operator chair, carpeted walls and ceiling, black treaded rubber floor, safety light switches in truck cab, thru-wall rack-mount storage, wall file, video distribution booster, battery-operated carbon monoxide detector, rackmount UPS device, USB charger/12V receptacle combo, and under desk keyboard tray. 13,500 BTU roof air conditioner with 5,600-BTU heat strip controlled via digital thermostat. $59,955.00
Equipment Bay Stainless steel work surface, built-in heavy-duty storage/tool chest, slide-out crawler tray under reel, rear facing 27” Tru-Vu monitor, full height storage cabinet behind crawler drawer, wash-down system (5gpm on-demand pump, lighted switch, 18 gallon tank with exterior fill, 25’ retractable hose reel), sink for wash-down, Ceiling LED light, gray FRP over plywood on walls and ceiling, aluminum storage shelf and caddy with trash can, wheel and drawer, rubber glove dispenser, black treaded rubber floor, corner mounted spotlights, and tool package.

Miscellaneous: hand sanitizer, waterless soap, paper towels, rubber gloves, first aid kit, fire extinguisher, rain-x, simple green, dry-erase board, safety package, traffic cones Exterior: rear barn doors with latches/locks, side door with step well, custom Envirosight mud flaps, tie-off clamp on rear bumper, door latches to secure them in place when open, back-up camera, back-up alarm, Rear cone storage.

Power Package; Inverter with Solar Pannels. $3,250.00
27” Tru-Vu Video Monitors QTY3; For Computer software, Mainline Video, Equipment Bay. $1,943.24 WinCan VX Advanced License with Rack mount computer and training: licenses includes Section Lateral Manhole, Report generator, Data viewer, Map Viewer, NASSCO Validator. $15,494.62
LED Strobes in all four Corners. rear LED arrow stick, front roof-mounted LED strobe, 4 rear corner mounted LED strobes, 4 midship mounted LED strobes and 2 front bumper strobes. $3,620.95
Rear Awning/Rear Shade. $3,252.80
Remote Lift Accessory; To raise/lower the RCX90 camera on the RX130 crawler $17,783.00 Hand Sink. $2,276.76
Side Mounted Tool box and Bumper Drawers Qty2 $9,742.45 Pole Storage and additional tool mounts. Includes mounts and poles. $2,469.00 HD Rear-View Camera/Auxiliary Light Accessory;
Camera for rear view with auxiliary LED lights for RX130 crawler $5,243.00
Aluminum Flexible Lower Manhole Roller (cable protection at pipe beginning). $1,605.00 XL QCD Wheels Qty4, to inspect pipes up to 35” with lift attachment. $2,384.56 MiniCam 200’ push camera $11,550.00
Super Aggressive wheel to inspect 6-15 inch pipes. $8,976.00 2024 Ford E-450 4X4 with 14’ Box; Chassis Specs Attached. $98,455.00 Sub Total: $346,696.38
Sales Tax 8.75% : $30,335.93
Freight: $6,000.00

13.b
Packet Pg. 118 Attachment: RovverX Ford E-450 4X4 on 14 Foot Box 12-4-2024 (5841 : Approval of Purchase of a CCTV Truck/Equipment) Equipment Training: INCLUDED
Total Price: $383,032.31
Price quoted includes all inbound shipping charges to CA and (2) days of training.

Wesley, thank you again for the opportunity and I will be looking forward to working for you on the purchase of this equipment and I will also be looking forward to your favorable consideration.

13.b
Packet Pg. 119 Attachment: RovverX Ford E-450 4X4 on 14 Foot Box 12-4-2024 (5841 : Approval of Purchase of a CCTV Truck/Equipment) Regular Meeting
01/21/25 05:00 PM
City Clerk / Records
Maribel Hernandez
Appointment
Doc ID: 5843

AGENDA ITEM
AGENDA MATTER:

PLANNING COMMISSION VACANCIES
EXECUTIVE SUMMARY:

At the City Council meeting held on October 7, 2024, staff notified the Council that two seats on the Planning Commission will become vacant as of December 31, 2024. The Council instructed staff to advertise the vacancies and start accepting applications. Council Members Noble and Hernandez were chosen to take part in the interview process and will provide their recommendations to the Council for appointing the new Planning Commission members.

DISCUSSION:

In accordance with Section 2.24.035 of the Barstow Municipal Code, the Planning Commission members must be appointed after notifying the City Council of any vacancies or expiring terms. The City Council, upon being informed of an upcoming vacancy at the October 7, 2024, opted to publicly announce the vacancies and formed a Selection Committee consisting of Council Members Noble and Hernandez to assist with the interview process and forward their recommendations for Council review and approval.

After receiving four applications, interviews were conducted by the Committee on December 3, 2024.

After a lengthy discussion, the Committee's recommendations, for the Council's consideration, are Beatrice Lint, and Ted Weasma.

Beatrice Lint, a Barstow resident for over 45 years and a member of the Planning Commission since 2013, brings a wealth of experience and expertise.

Ted Weasma, a resident of Barstow for over 25 years, has a background as a Construction Inspector and served as a Mineral Examiner for the BLM in Oregon and Washington.

Following tonight's decision, the newly appointed Commissioners will take the oath at the upcoming Planning Commission meeting.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

The Selection Committee recommends the City Council appoint Beatrice Lint and Ted Weasma as Planning Commissioners for one term, (to end 12/31/2028). 14 Packet Pg. 120
Regular Meeting
01/21/25 05:00 PM
City Clerk / Records
Maribel Hernandez
Other
Doc ID: 5844

AGENDA ITEM
AGENDA MATTER:

SELECTION OF COMMITTEE REPRESENTATIVES FOR THE STREET COMMITTEE EXECUTIVE SUMMARY:

Council Member Williams has decided to step down from the Street Committee. Therefore, Mayor Timothy Silva will be appointing a new member from the Council.

DISCUSSION:

Council Member Williams has informed Mayor Silva of his desire to resign from the Street Committee.

Consequently, Mayor Silva will appoint a member of the Council to take his place.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

It is recommended that Mayor Silva appoint a Member of the Council to serve on the Street Committee. 15 Packet Pg. 121
Updated Council Reorganization __/__/2022
1 CITY COUNCIL COMMITTEE DESCRIPTIONS
Barstow Area Chamber of Commerce
The Barstow Area Chamber of Commerce and Visitors Bureau is a voluntary organization of businesses and professionals with mutual interests in promoting commerce and tourism throughout the region. The City’s liaison with the Barstow Area Chamber of Commerce is a Council Member who serves as the link between the Council and the Chamber. The individual selected represents the City on the Barstow Area Chamber of Commerce and Visitor’s Bureau Board of Directors as a non-voting, advisory member.

The Chamber Board of Directors meets monthly on the second Wednesday at 7:00 a.m. at the Chamber. The Economic Development meeting is the last Wednesday of the month at 8:00 a.m. via Zoom. The Chamber breakfast is held on the third Tuesday at 7:30 a.m. at the Los Domingos Restaurant.

Barstow Gaming Committee
The Barstow Gaming Committee is charged with representing the City in certain meetings with State and Federal officials in connection with gaming negotiations with Indian Tribes in connection with their respective proposals for a Casino Resort Project in the City of Barstow. Attendance at these meetings will be coordinated with City staff.

Finance/Audit Committee
The Finance Committee's function is to review matters pertaining to the finances of the City. These matters include, but are not limited to, reviewing interim financial statements, cash and investment reports, the City's annual independent audit, City fees and service charges and budgets.

The Finance Committee meets as needed.

Homeward Bound Ad Hoc Committee
The Homeward Bound Ad Hoc Committee's functions are to: 1) Examine issues within the City of Barstow related to homelessness and food insecurity; and 2) to review policy issues related to the City of Barstow homeless population and response functions as referred by the City Council or the City Manager.

The Homeward Bound Ad Hoc Committee meets on the second Wednesday of each month at 5:00 p.m. in the Council Chambers.

League of California Cities
The League of California Cities is an association of California city officials who work together to enhance their knowledge and skills, exchange information, and combine

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Packet Pg. 122 Attachment: City Council Committee Descriptions 12 16 24 Update draft (5844 : City Council Street Committee Member) Updated Council Reorganization __/__/2022
2 resources so that they may influence policy decisions that affect cities. The state is divided into divisions, and Barstow is part of the Desert Mountain Division.

Meetings are quarterly in one of the desert or mountain cities on a division level and quarterly on the state level. City pays expenses.

Military Affairs Committee
The purpose of the Military Affairs Committee is to foster support and commit to the needs of military members and families who are assigned, attached to, or retired in our area by showcasing a military-inclusive community and the business community.

The Committee will focus on good will among the military installations and a shared understanding of “what it is like to serve in the military away from home” to create an atmosphere of understanding among the military and the local business community.

Meetings are held monthly on the second Tuesday of each month at 8:00 a.m. at the Quality Inn, Barstow.

Mojave Desert Air Quality Management District (MDAQMD) Board of Directors The MDAQMD's Board is the decision-making-body for the District. The Board is responsible for adopting rules, setting policies and providing direction on important air quality issues that affect the Mojave Desert. This thirteen-member body is comprised of representatives for each municipality and County supervisorial districts located within the MDAQMD’s boundaries, and one public member appointed by the balance of the Board.

This Board meets once a month in Victorville (the fourth Monday; meetings start at 10:00 a.m.). $100 a meeting, plus mileage.

Rules and Policies Committee
The Rules and Policies Committee was formed to review the City’s Personnel Policies and Procedures and Classification Plan for compliance with the Barstow Municipal Code and federal and state law and for competitiveness within the public service market. Additionally, the Committee will address public health and safety issues and to coordinate with various City departments to address these issues.

The Rules and Policies Committee meets the last Tuesday of each month at 9:00 a.m.

San Bernardino County Transportation Authority (SBCTA) – formally known as SANBAG / MEASURE I Committee
SBCTA is responsible for cooperative regional transportation planning and furthering an efficient multi-modal system for San Bernardino County. Each city in San Bernardino County has a representative on this regional Board.

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Packet Pg. 123 Attachment: City Council Committee Descriptions 12 16 24 Update draft (5844 : City Council Street Committee Member) Updated Council Reorganization __/__/2022
3 The City’s representative must attend the Board meeting, which is the first Wednesday of each month at 10:00 a.m. The representative has the option of attending administrative committee meetings within SBCTRA. The representative is expected to attend the Mountain/Desert Policy Committee meetings, which meets regularly on the 3rd Friday of every month in Victorville, CA at 9:30 a.m. The representative receives $200.00 per meeting for the Board and $100.00 per meeting for the Mountain/Desert Policy Committee; $400 per month cap.

Solid Waste Advisory Task Force (SWAT) and Solid Waste Joint Powers Authority JPA
a) Solid Waste Advisory Task Force (SWAT) – Originally created to provide oversight of the county landfill system as the landfills were being closed with five regional landfills created within the county to serve the area. Much of the work is already done and now the committee meets to voice opinion on current practices involving solid waste management of the landfill and waste streams.

SWAT meets infrequently, and is not a paid position.
b) Solid Waste Joint Powers Authority (JPA) – Formed to support the creation of the Materials Recovery Facility for Victorville and Apple Valley in 1992. As members of the JPA, the communities work together on common solid waste concerns and provide local legislative support when necessary.

The Solid Waste JPA meets quarterly and each representative receives $75.00 plus mileage.

Southern California Association of Governments (SCAG)
SCAG develops long-range regional transportation plans including sustainable communities strategy and growth forecast components, regional transportation improvement programs, regional housing needs allocations and a portion of the South Coast Air Quality management plans. SCAG represents six counties (Imperial, Los Angeles, Orange, Riverside, San Bernardino and Ventura) and 191 cities.

The organization meets once a month (Thursday afternoons at 12:30 p.m.) in Los Angeles. The City pays the expenses to attend these meetings.

Southern California Edison Government Advisory Panel (GAP) The primary purpose of the GAP is to foster an open dialogue between SCE and local government entities for discussions on safe, reliable and clean electric service.

The panel will meet three to four times a year at various locations.

The organization will meet three to four times a year at various locations.

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Packet Pg. 124 Attachment: City Council Committee Descriptions 12 16 24 Update draft (5844 : City Council Street Committee Member) Updated Council Reorganization __/__/2022
4 Street Committee
The Street Committee was formed to review policy issues related to the public works functions of the City and to review proposed capital improvement projects for public works functions and to recommend prioritization of each.

The Street Committee meets on the first Wednesday of each month at 5:00 p.m.

Victor Valley Transit Authority (VVTA) Board of Directors The Board of Directors is the governing body for the VVTA. The Board is responsible for setting policies and providing direction on issues that affect transit operations.

The Board meets monthly on the third Monday of each month at 9:30 a.m. The representative receives $125.00 per meeting.

Wastewater Enterprise Fund Ad Hoc Committee
The Wastewater Enterprise Fund Ad Hoc Committee reviews proposed plans and capital improvement projects for the Wastewater Treatment Plan, sewer lines, and other wastewater functions.

The Committee meets semi-annually on the second Monday of January and July at 3:30 p.m., or as needed.

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Packet Pg. 125 Attachment: City Council Committee Descriptions 12 16 24 Update draft (5844 : City Council Street Committee Member)

Barstow City CouncilJanuary 21, 2025

Barstow City Council
January 21, 2025