Barstow City Council
October 6, 2026

Approved for use:02/24/2025

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of Barstow / Placeworks, Inc.)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is entered into as of the last date indicated below by and between the City of Barstow, a California municipal corporation (“City”), and Placeworks, Inc. (“Consultant”) (collectively, “parties”).

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: on-call services for (1) Current Planning and Development Review and (2) Project Management, Communication, and Record Keeping; and (3) Planning and Strategic Assistance.

2.2 Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3 Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant risk of the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1 “Scope of Services” means such professional services as described in “Exhibit A” attached herewith and fully incorporated herein by this reference.

3.2 “Approved Fee Schedule” means such compensation rates as are set forth in Consultant’s fee schedule to City attached hereto as “Exhibit B” and fully incorporated herein by this reference. This fee schedule shall remain in

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Packet Pg. 142 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.

3.3 “Commencement Date” means the date on which all signatures required under this Agreement have been given.

3.4 “Termination Date” means the date upon which a Party provides the other Party with a Notice of Cancellation.

3.5 “City Agreement Administrator” means the City’s Director of Community Development. The Agreement Administrator shall be the principal point of contact at the City for this project.

3.6 “Consultant Project Administrator” means Colin Drukker, Managing Principal.

4. CAMPAIGN CONTRIBUTIONS
This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024).

Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

5. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall terminate at 11:59 p.m. on the Termination Date unless extended in writing by mutual agreement of the parties or terminated earlier in accordance with Section 19 (“Termination”) below.

6. CONSULTANT’S SERVICES

6.1 Time is of the essence in Consultant’s performance of services under this Agreement.

6.2 When City determines a need exists for any of the services specified in the Scope of Services, City and Consultant may execute a “Task Order” detailing the specific services needed, , the project name and any assigned internal tracking number (as applicable), the applicable fees therefor in accordance with the Approved Fee Schedule, and the time for completion

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Packet Pg. 143 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
of such services by Consultant. Each Task Order shall be attached to this Agreement as a sequentially-numbered sub-exhibit to Exhibit C (e.g., Exhibit "C-1," Exhibit "C-2," etc.) and thereby incorporated by this reference.

Consultant shall perform the services identified in the Task Order. City shall have the right to request, in writing, changes to the Task Order. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to the applicable Task Order or this Agreement.

6.3 Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

6.4 Consultant shall perform all work to the highest standards of Consultant’s profession and in a manner reasonably satisfactory to City. Consultant shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

6.5 During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if both (i) such work would require Consultant to abstain from a decision under this Agreement pursuant to a conflict of interest statute and (ii) City has not consented in writing to Consultant’s performance of such work.

6.6 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. The Consultant Project Administrator shall be the Consultant Project Administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement. No other person shall serve as Consultant Project Administrator without City’s prior written consent.

6.7 This Agreement covers professional services of a specific and unique nature. Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.8 Consultant shall be responsible to City for all services to be performed under this Agreement. All subconsultants shall be approved by the City Agreement Administrator and their billing rates identified in the Approved Fee Schedule, Exhibit B. City shall pay Consultant for work performed by

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Packet Pg. 144 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
its subconsultants (including labor) only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subconsultants performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

6.9 Consultant shall notify the City Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

6.10 This Agreement is subject to prevailing wage law, for all work performed under the Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Consultant acknowledges that prevailing wage determinations are available for the performance of inspection and survey work.

6.11 Pursuant to California Labor Code Sections 1773.2 and 1775, the Consultant shall forfeit as a penalty to City $200.00 or any greater penalty provided in the Labor Code for each Calendar Day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done under the Contract employed in the execution of the work by Consultant or by any Subcontract under Consultant in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each Calendar Day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Consultant.

6.12 Pursuant to Labor Code § 1776, each consultant and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any work performed by his or her employees on the public works project.

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Packet Pg. 145 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
The payroll records enumerated under subdivision (a) shall be verified and shall be available for inspection at all reasonable hours as required by Labor Code § 1776.”

7. COMPENSATION

7.1 City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment the fees identified in each Task Order and in accordance with the Approved Fee Schedule in full satisfaction for such services. Compensation shall not exceed the fees identified in the Approved Fee Schedule. Consultant shall not be reimbursed for any expenses unless provided for in this Agreement and authorized in the Task Order.

7.2 Consultant shall submit to City an invoice on a monthly basis for services performed under any active Task Order during that period. Each invoice shall identify the amount due under each applicable Task Order, as well as the total amount paid to the Consultant under all prior Task Orders and invoices. Each invoice shall identify the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall include a copy of each subconsultant invoice for which reimbursement is sought in the invoice.

7.3 The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.4 Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment to this Agreement. Consultant shall not undertake any such work without prior written approval of the Project Administrator.

8. OWNERSHIP OF WRITTEN PRODUCTS
All reports, documents or other written material, and all electronic files, including computer-aided design files, developed by Consultant in the performance of this Agreement (such written material and electronic files are collectively known as “written products”) shall be and remain the property of City without restriction or limitation upon its use or dissemination by City except as provided by law. Consultant may take and retain

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Packet Pg. 146 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
copies of such written products as desired, but no such written products shall be the subject of a copyright application by Consultant.

9. RELATIONSHIP OF PARTIES
Consultant is, and shall at all times remain as to City, a wholly independent contractor. Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of the City or that it or they have the power to bind or commit the City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

Under no circumstances shall Consultant look to the City as its employer.

Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination.

Consultant shall be responsible for all reports and obligations including, but not limited to:
social security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation, and other applicable federal and state taxes.

10. AGREEMENT ADMINISTRATOR
In performing services under this Agreement, Consultant shall coordinate all contact with City through its City Agreement Administrator. City reserves the right to change this designation upon written notice to Consultant. All services under this Agreement shall be performed at the request of the City Agreement Administrator, who will establish the timetable for completion of services and any interim milestones.

11. INDEMNIFICATION

11.1 The parties agree that City, its officers, agents, employees and volunteers should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, taxes, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the parties intend the provisions of this indemnity provision to be interpreted and construed to provide the City with the fullest protection possible under the law.

Consultant acknowledges that City would not enter into this Agreement in

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Packet Pg. 147 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
the absence of Consultant’s commitment to indemnify and protect City as set forth herein.

11.2 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and when the City requests with respect to a claim provide a deposit for the defense of, and defend City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, and injury to any property arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or any of its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Such costs and expenses shall include reasonable attorneys’ fees due to counsel of City’s choice, expert fees and all other expenses of litigation. Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

11.3 City shall have the right to offset against any compensation due Consultant under this Agreement any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this section of this Agreement and any amount due City from Consultant arising from Consultant’s failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

11.4 The obligations of Consultant under this section of this Agreement are not limited by the provisions of any workers’ compensation or similar statute.

Consultant expressly waives its statutory immunity under such statutes as to City, its officers, agents, employees and volunteers.

11.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section of this Agreement from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others, Consultant agrees to indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of

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Packet Pg. 148 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

11.6 City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply whether or not any insurance policies apply to a claim, demand, damage, liability, loss, cost or expense.

11.7 In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11.8 Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in CalPERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

12. INSURANCE

12.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant’s performance of this Agreement.

12.2 Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements or limits shall be available to City as an Additional Insured as provided below. Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured.

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Packet Pg. 149 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025

12.3 Insurance required under this Agreement shall be of the types set forth below, with minimum coverage as described:

12.3.1 Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) including products and operations hazard, contractual insurance, broad form property damage, independent consultants, personal injury, underground hazard, and explosion and collapse hazard where applicable.

12.3.2 Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per incident.

12.3.3 Worker’s Compensation insurance if and as required by the laws of the State of California.

12.3.4 Professional Errors and Omissions Insurance with coverage limits of not less than One Million Dollars ($1,000,000). In the event Consultant’s policy is a “claims made” policy only covering those claims made during the policy period, then Consultant agrees to maintain the professional liability insurance required hereunder and with respect to this project in effect for at least three (3) years after acceptance of the work. The retroactive date of the policy must be shown and must be before the Commencement Date of this
Agreement. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date before the Commencement Date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

12.4 Consultant shall require each of its subconsultants to maintain insurance coverage that meets all of the requirements of this Agreement provided however, that the City Agreement Administrator may waive the provision of Errors and Omissions Insurance by subconsultants in his or her sole discretion.

12.5 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

12.6 Consultant agrees that if it does not keep the insurance coverages required by this Agreement in full force and effect, City may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay the premium(s) thereon at Consultant’s expense.

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Packet Pg. 150 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025

12.7 At all times during the term of this Agreement, Consultant shall maintain on file with City’s Risk Manager a certificate or certificates of insurance showing that the required coverages are in effect and naming City and its officers, employees, agents and volunteers as Additional Insureds. Prior to commencement of work under this Agreement, Consultant shall file with City’s Risk Manager such certificate(s) and Forms CG 20 10 07 04 and CG 20 37 07 04 or the substantial equivalent showing City as an Additional Insured.

12.8 Consultant shall provide proof that policies of insurance required by this Agreement expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

12.9 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City and its officers, employees, agents and volunteers as Additional Insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

12.10 The insurance provided by Consultant shall be primary to any other coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.

12.11 All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against the City. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subconsultants.

12.12 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or

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Packet Pg. 151 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
Consultant shall procure a bond in the amount of the deductible or selfinsured retention to guarantee payment of losses and expenses.

12.13 Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to indemnify, hold harmless and defend under Section 11 of this Agreement.

12.14 Consultant may be self-insured under the terms of this Agreement only with express written approval from the City.

12.14.1 All self-insured retentions (SIR) must be disclosed to the City for approval and shall not reduce the limits of liability.

12.14.2 Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

12.15 City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

13. MUTUAL COOPERATION

13.1 City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2 If any claim, action, or proceeding is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim, action, or proceeding.

14. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written consent by City. City shall grant

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Packet Pg. 152 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
such consent if disclosure is legally required. Upon request, all City data shall be returned to City upon the termination or expiration of this Agreement.

15. RECORDS AND INSPECTIONS
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. City shall further have the right to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under the Agreement.

16. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

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Packet Pg. 153 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025

17. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City:

Rochelle Clayton
City Manager
City of Barstow
220 E. Mountain View Street, Suite A
Barstow, CA 92311
Telephone: (760)-256-353
If to Consultant:

Colin Drukker
Managing Principal
Placeworks Environmental Services
3 MacArthur Place, Suite 1100
Santa Ana, CA 92707
Telephone: 714-966-9220
With courtesy copy to:

Andrew L. Jared, City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd., Suite 850
Pasadena, CA 91101
Telephone: (213) 542-5739
Facsimile: (213) 542-5710
Email: [email protected]

18. SURVIVING COVENANTS
The parties agree that the covenants contained in Section 11, Section 14, Paragraph 13.2 and Section 15 of this Agreement shall survive the expiration or termination of this Agreement.

19. TERMINATION

19.1. City may terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant may terminate this Agreement for any reason on thirty calendar days’ written notice to City. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or

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Packet Pg. 154 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
other tangible things shall be promptly returned to City upon the termination or expiration of this Agreement.

19.2. If City terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement as provided in Section 5.2 above and as otherwise provided in this Agreement.

20. GENERAL PROVISIONS

20.1 Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

20.2 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph shall govern construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular and vice versa, in any place or places herein in which the context requires such substitution(s).

20.3 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party to be charged with the waiver.

20.4 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

20.5 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The

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Packet Pg. 155 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the party prevailing in such action, whether or not reduced to judgment, shall be entitled to its reasonable court costs, including any accountants’ and attorneys’ fees expended in the action. The venue for any litigation shall be San Bernardino County, California and Consultant hereby consents to jurisdiction in San Bernardino County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

20.6 If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

20.7 This Agreement shall be governed and construed in accordance with the laws of the State of California.

20.8 All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the provisions of this Agreement and those of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on behalf of the City and Consultant.

20.9 Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40

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Packet Pg. 156 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training, Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

20.10 This Agreement shall be binding on successors and assigns of the parties.

Except as expressly stated herein, there is no intended third-party beneficiary of any right or obligation assumed by the parties.

The Recitals are incorporated by this reference.
(Signature page follows)

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Packet Pg. 157 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City” “Consultant”
Placeworks, Inc.

By___________________________ By:______________________________ Rochelle Clayton, City Manager Colin Drukker, Managing Principal Date:______________________ Date:_________________________ Attest:

By
Andrea Flores, City Clerk
Date:_______________________
Approved as to form:

By__________________________________
Andrew L. Jared, City Attorney
Date: __________________________

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Packet Pg. 158 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning “EXHIBIT A”

SCOPE OF WORK
A-1
456205.1

PROJECT UNDERSTANDING AND APPROACH
PlaceWorks will serve as an extension of City staff by providing responsive support for current planning, development review, and other matters as needed. As directed by the City, we will coordinate with City departments, applicants, property owners, consultants, and outside agencies to move proposed projects efficiently through the development review process and assist the City in evaluating other actions, programs, or decisions. This coordination will emphasize clear documentation of project status, decisions, commitments, and follow-up actions.

Services will be provided on a time-and-materials basis in accordance with our standard PlaceWorks fee schedule (updated annually) and within the not-to-exceed amount established by each task order. PlaceWorks will manage assignments in coordination with City staff and provide budget information as requested to support overall authorization management. Clear communication and documentation will be integral to all services provided under this task order, including regular updates to designated City staff regarding active assignments, priorities, schedules, and issues requiring City direction.

Colin Drukker will serve as the primary contact and overall Principal-in-Charge and will assign staff to assist the City based on their skills, experience, and availability. To ensure redundancy and responsiveness, Mark Teague (Principal), Cory Witter (Senior Associate), and Jasmine Osman (Senior Associate), will be available to serve as a direct contact, manage staff, attend meetings, and produce final deliverables.

SCOPE OF WORK
The scope of work below provides a flexible framework for services that align with the City’s needs and the anticipated nature of assignments. As directed by the City, services may be authorized through the task areas outlined below, through more specific task orders for larger, specialized, or time-sensitive efforts, or through a combination of both. PlaceWorks will work within the task-order structure selected by the City and will coordinate with City staff to confirm the appropriate scope, level of effort, schedule, and budget for each assignment.

The tasks below are organized to distinguish between implementation support, day-to-day planning assistance, project management, and broader strategic support. This structure is intended to help the City assign work efficiently while preserving the flexibility needed for oncall services.

Across these assignments, PlaceWorks will avoid duplicating effort when existing materials or actions undertaken by others are adequate to address the issue. We can also peer review applicant-prepared or other available materials and work with applicants, City staff, and other parties as appropriate to direct refinements to submittals so that they satisfy applicable requirements. This approach helps avoid unnecessary duplication of effort while maintaining City oversight and independent judgment.

Task 1. Current Planning and Development Review
PlaceWorks will provide current planning assistance on an as-needed basis to augment City staff. Support may begin with initial inquiries or conceptual proposals and continue through

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Packet Pg. 159 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Professional Services Agreement
(City of Barstow / [Company or Individual])
456205.1
166385.1
entitlement processing, approval, and implementation. Examples of services include:
» Meeting with applicants and City staff to characterize proposed projects, identify applicable regulations, and determine required approvals and processing steps. » Reviewing development applications for consistency with the General Plan, Development Code, specific plans, and other City requirements.
» Identifying required entitlements, environmental review needs, and other actions. » Preparing or reviewing correspondence, staff reports, findings, conditions of approval, and related planning documents.

PlaceWorks will coordinate with City staff to confirm the appropriate level of effort for each assignment so that resources are directed where they provide the greatest benefit.

Task 2. Project Management, Communication, and Record Keeping Clear communication and documentation will be integral to all services provided. PlaceWorks will maintain regular communication with designated City staff regarding active assignments, priorities, schedules, and issues requiring City direction.

Project management support may include:
» Participating in regular coordination meetings with City staff at a mutually agreed-upon frequency.
» Maintaining project tracking information identifying status, outstanding issues, responsible parties, and next steps.
» Documenting significant correspondence, meetings, decisions, commitments, and followup actions.

PlaceWorks will emphasize practical and efficient communication that keeps City staff informed without creating unnecessary administrative burden.

Task 3. On-Call Planning and Strategic Assistance
PlaceWorks will remain available to assist the City with other planning matters that may arise.

This could include planning research, technical memoranda, ordinance amendments, administrative procedures, public meeting or hearing support, interagency coordination, and evaluation of emerging development or other planning issues. PlaceWorks will coordinate with City staff before undertaking substantial additional assignments to confirm the desired scope and cost.

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Packet Pg. 160 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning “EXHIBIT B”

APPROVED FEE SCHEDULE
Table 1. PlaceWorks 2026 Standard Fee Schedule

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Packet Pg. 161 Attachment: PSA - Placeworks On-Call Planning Services(456205.1) (6599 : PlaceWorks - PSA Amendment No. 4 - PSA for On-Call Planning Joint Meeting Council/BFPD
10/6/26 05:30 PM
Engineering
Fidel Martinez
Contract
Doc ID: 6598

AGENDA ITEM
AGENDA MATTER:

CONTRACT AMENDMENT FOR MAIN STREET REHABILITATION - 1 ST AVE. TO BARSTOW ROAD PROJECT (CITY OF BARSTOW PROJECT # ENCD-26-0042)
EXECUTIVE SUMMARY:

On August 18, 2026, the City Council awarded the Main Street Rehabilitation Project - First Avenue to Barstow Road, to Sully-Miller Contracting in accordance with the California Public Contract Code and the City of Barstow Purchasing and Contract Policy. Construction began on September 8, 2026.

During construction, staff identified additional areas of deteriorated sidewalk and asphalt pavement within the project limits that required rehabilitation to provide a complete and satisfactory finished project. Staff directed Sully-Miller Contracting to perform this additional work on a time-and-materials (T&M) basis to address the unforeseen conditions efficiently and minimize impacts to the construction schedule.

Additionally, during asphalt milling operations, existing Petromat pavement reinforcement fabric was encountered within portions of the roadway. The material required additional removal and remediation before placement and compaction of the new asphalt wearing course. This unforeseen work was also performed on a T&M basis to prevent delays and allow construction to continue.

As a result of the additional sidewalk and pavement rehabilitation, Petromat removal, and associated unforeseen construction activities, an additional $75,000 is required to fully fund the project. Staff is requesting that the City Council authorize the appropriation of $75,000 to the Main Street Rehabilitation Project budget to fund these additional project costs and provide sufficient funding for completion of the remaining work.

DISCUSSION:

During construction of the Main Street Rehabilitation Project - First Avenue to Barstow Road, staff identified unforeseen field conditions and additional areas requiring rehabilitation that were not included in the original scope of work. These conditions included deteriorated non-compliant sidewalk and asphalt pavement within the project limits that required repair to provide a complete and acceptable finished project.

To address these conditions efficiently and avoid delays to the construction schedule, staff directed SullyMiller Contracting to perform the additional sidewalk and asphalt rehabilitation on a time-and-materials (T&M) basis. Utilizing T&M allowed the contractor to proceed with the necessary work as the conditions were identified rather than suspending construction while quantities and costs were separately negotiated.

During asphalt milling operations, the contractor also encountered existing Petromat pavement reinforcement fabric beneath portions of the roadway. The Petromat interfered with the milling operation and required additional removal and remediation before the roadway surface could be properly prepared for placement and compaction of the new asphalt wearing course. This work was also performed on a T&M basis in order to maintain the project schedule and minimize construction delays.

The additional sidewalk rehabilitation, asphalt repairs, Petromat removal, labor, equipment, materials, and 15 Packet Pg. 162
Joint Meeting Council/BFPD
10/6/26 05:30 PM
Engineering
Fidel Martinez
Contract
Doc ID: 6598

AGENDA ITEM
other associated construction activities have resulted in costs beyond the amount currently available within the project budget. Staff estimates that an additional $75,000 is necessary to fund the unforeseen work and provide sufficient budget authority to complete the project FISCAL IMPACT:

The project will be funded by Senate Bill 1 (SB1) with a revised overall project budget of $436,729.00 RECOMMENDED ACTION:

City Staff recommends to Council the following:

1. Authorize the City Manager, or her designee, the authority to sign the construction contract, and any related documents associated with the project.

2. Approve and appropriate a construction budget increase of $75,000 and overall project budget in the amount of $436,729 to Account No. 4005005-5831 (SB1 Funded). 15 Packet Pg. 163
Joint Meeting Council/BFPD
10/6/26 05:30 PM
Waste Water Plant
Wesley Garrison
Budget
Doc ID: 6582

AGENDA ITEM
AGENDA MATTER:

APPROVAL FOR PROFESSIONAL SERVICE AGREEMENT (PSA) FOR TRIMAX SYSTEMS EXECUTIVE SUMMARY:

Staff requests for approval of a Professional Service Agreement (PSA) for Trimax Systems to upgrade the city's existing Ignition SCADA System to Prospective with Mobile SCADA.

DISCUSSION:

The City of Barstow Wastewater Department currently has SCADA operational with Ignition version 7.9.

Ignition version 8.3 would move our current system from an end-of-life platform to a modern, highperformance automation ecosystem. In addition, this will let Trimax build a high-graphics mobile SCADA.

FISCAL IMPACT:

Wastewater Operations: 6058002 5905: $104,700.00
RECOMMENDED ACTION:

Staff recommends that the City Council take the following actions:

1. Approve a Professional Services Agreement with Trimax Systems to Ignition SCADA Upgrade to Prospective with Mobile SCADA and system Assessment.

2. Authorize the City Manager or designated representative to execute the PSA. 16 Packet Pg. 164
E-13430.2 Ignition SCADA Upgrade to Perspective with Mobile & System Assessment

SALES QUOTATION
To: City of Barstow Quote Date: 04/17/2026
Attn: Wesley Garrison Quote No.: E-13430.2
RE: City of Barstow
Ignition SCADA upgrade to Perspective with Mobile
SCADA and system Assessment
Bid Date: 04/17/2026
Thank you for your continued interest in Trimax products, services, and solutions. We are pleased to quote the following scope of work pertaining to the above-referenced project. Only the materials/services listed in the below scope are quoted in general conformance with the requirements of the applicable portions of sections:

SCOPE OF SERVICES
Item Qty Description Reference
Software Deliverables
1 1 Inductive Automation Ignition Software:

1. Upgrade Perspective Module; add Browser and
Workstation features (Existing license Has Perspective 8.0 Mobile Only) – Add to existing primary license HKI-TL2.

Adds Browser and Workstation to Perspective, software tool for creating responsive HMIs.

Current license includes the following modules:
a. Ignition Platform + Drivers
b. Alarm Notification (email)
c. Voice Notification
d. Tag Historian
e. Sequential Function Charts (SFC)
f. Reporting
g. SQL Bridge
h. Vision Unlimited
i. Perspective (Mobile Only)

2. Upgrade Perspective Module; add to existing backup
license CTB-HLG.

Adds full version of Perspective, software tool for creating responsive HMIs.

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TRIMAX SYSTEMS, LLC
T&C VER.2025-03-03
Item Qty Description Reference

3. BasicCare Support Plan: City of Barstow. Additional
Software and license added to existing Support plan
a. Term: Feb 18, 2026, to July 31, 2027
b. Pro-rated 527 days

4. Note: No additional cost to upgrade Ignition 7.9 to 8.3 due to existing active support plan.

Professional Services Deliverables
2 Phase
1 Trimax to perform SCADA System assessment on network hardware and software and develop SCADA architecture deliverable for City of Barstow.
• Includes hardware and software evaluations and
recommendations in order for City of Barstow IT to meet modern cybersecurity requirements.
• NOTE: Does not include implementation of system deliverable, new hardware, software or configurations.
3 Phase
2 SCADA Programming
• Upgrade Ignition SCADA from 7.9 to 8.1 (This step is required to upgrade to 8.3).
• Upgrade Ignition SCADA 8.1 to 8.3.
• Utilize Perspective Module to add High Performance graphics to be used for Mobile Apps. Includes all process and control areas. Trimax to workshop with City of Barstow for Mobile operational preferences to create mobile app standards. • NOTE: Existing SCADA Screens to remain, added graphics are for mobile app only.
• Test functionality and operation of added mobile graphics, confirm mobile functions blend in with current SCADA
functions.
• Onsite Training of Mobile app and Mobil app functionality.

ESTIMATE TOTAL
TOTAL: $104,700.00

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TRIMAX SYSTEMS, LLC
T&C VER.2025-03-03

EXCEPTIONS/EXCLUSIONS
• Trimax excludes providing or configuration of historical database. Trimax will need assistance from City of Barstow IT to transfer the existing historical data and repopulate in the upgraded application as necessary.
• Trimax excludes providing or configuration of servers, server hardware, VM software, MS SQL Server software, by City of Barstow IT.

CLARIFICATIONS
• Unless otherwise indicated by the Scope of Work above, quote is to furnish only and does not include any trade labor, trade work, construction work, site improvement, contractor services, or any trade installation services. Any trade labor and/or related trade work shall be performed by others/contractor.
• Any extra work beyond the approved scope of work will incur additional expenses based on time and materials used.
• Unless otherwise indicated by the Scope of Work above, the following is not included within this quotation:
o Software Licenses
o Spare Parts
o Networking infrastructure or architecture modifications to existing facilities. o Any 3rd party testing, harmonic testing/analysis, protective device coordination study, shortcircuit analysis, or Arc-Flash Risk Assessment (AFRA) services.

PROVISIONS
• Quote is firm for 30 days unless otherwise stated.
• Submittals: to be provided approximately 1-2 weeks after receipt of purchase order or written notice of intent.
• Delivery: to be scheduled approximately 12-16 weeks minimum after submittal approval. • Addendums Acknowledged: 0
• Unless otherwise stated above, price does not include any sales tax, use tax, or applicable fees; please apply any taxes and/or fees as appropriate. Please note that all invoices will include sales tax where applicable.
• Software Deliverables are not subject to California sales tax. • Trimax price is FOB factory, full freight allowed.
• Trimax warranties against defect in design workmanship and materials for a period of one year from date of installation, and does not exceed 18 months from the date of shipment from the factory. • Trimax carries liability insurance, with full worker's compensation coverage.

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TRIMAX SYSTEMS, LLC
T&C VER.2025-03-03
• Terms are net 30 days on approved credit accounts.
• Interest will be applied to all past due invoices.
• All merchandise sold is subject to lien laws.
• Final retention to be paid within 10 days after the project notice of completion.

Please feel free to contact us at (714) 582-0800 to discuss any questions or comments you may have regarding this quotation.

Sincerely,

TRIMAX SYSTEMS, LLC
Mike Denning
714.710.2120
[email protected]

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TRIMAX SYSTEMS, LLC
T&C VER.2025-03-03

GENERAL TERMS & CONDITIONS

1. Work. Trimax Systems (TRIMAX) shall execute and provide all labor, supervision, materials, and apparatus required to pursue and complete the Work described above. TRIMAX shall perform the work in a professional and competent manner. Unless otherwise specified, work must be completed during normal business hours (Monday through Friday, 7 a.m. to 4 p.m.) and pricing does not include overtime, shift, or off-hours work. Work performed outside of normal business hours is compensated for at overtime rates. This includes any time worked in excess of 8 hours but less than 12 hours during the week, and the first 8 hours worked on Saturday. Work performed outside of normal business hours in excess of 12 hours, in excess of 8 hours on Saturday, and on Sundays and holidays are compensated at double time rates.

2. Non-Solicitation. To the fullest extent permitted by law, during the term of the Project and for a period of 18 months thereafter, both parties agree not to, directly or indirectly, solicit, recruit or employ any employee of either party without the prior written consent of the other.

3. Progress Payments. Prior to each Monthly Billing date, TRIMAX is required to provide Owner/Contractor with a progress payment application that outlines the value of the Work installed, also known as "Completed Work." Within 30 days of receiving this application, Owner/Contractor must make a progress payment to TRIMAX that is equivalent to the value of the Completed Work as of the corresponding Monthly Billing date. As part of the Progress Payments a 5% “Project Initialization” charge will be billed upon receipt of a signed Purchase Order. When required, Retention of 5% will be billed at the point of substantial completion of TRIMAX’s portion of the work.

4. Final Payment. A final payment, consisting of the unpaid balance of the Price, shall be made within 30 days after the last of the following to occur: (a) completion of the Work by the TRIMAX, (b) furnishing of evidence satisfactory to Owner / Contractor that there are no claims, obligations, liens outstanding or unsatisfied for labor, services, materials, equipment, taxes or other items performed, furnished or incurred in connection with the Work, (c) delivery general release, in a form satisfactory to the Owner / Contractor, executed by TRIMAX in favor of Owner / Contractor and Owner.

5. Payment Terms. Interest and late charges shall accrue at 1.5% per month on any unpaid balances.

6. Change Orders. Owner / Contractor may from time to time, by written order (“Change Order”) to TRIMAX, make changes in the Work. TRIMAX shall thereby perform the changed Work in accordance with the terms of the Change Order. The Contract Price shall be adjusted by the net amount of any direct savings or direct cost attributable to the Change Order.

7. Storage of Materials on Site. Materials stored on site or in third party storage to be installed by others are considered delivered to the site owner's care and custody.

8. Proposal. This proposal and pricing are good for 30 days from the date of this proposal unless specified otherwise above. The proposal shall be incorporated into any contract or purchase order issued, whether or not this is expressly stated. Before beginning the task outlined here, the proposal must be accepted. Acceptance of this proposal is indicated by a notice to proceed or purchase order. Total price does not include applicable sales tax, tariffs, or shipping charges, unless otherwise noted. Lead times listed are estimates only. Fieldwork not included in the quotation will be subject to the rates and terms specified on the TRIMAX Service Rate Schedule. Any exceptions must be stated and accepted in writing. Standby time is defined as the time during which the technician is available to work but is not working due to circumstances outside of the control of TRIMAX, including weather conditions or by Client direction. Standby time will be billed at rates specified on the TRIMAX Service Rate Schedule (including overtime if work is required outside normal business hours or the Field Technician’s daily work hours).

9. Documents. The proposal is based on the documents listed. We cannot agree to be bound by the terms of any document not furnished to us prior to bid. Costs associated with documents that are not listed or not provided prior to the date above are not included in the price above.

10. Limits of Liability. In no event, regardless of cause, shall TRIMAX assume responsibility for or be liable (a) under any penalty clause of for penalties of any description, (b) for indemnification of client or others for costs, damages, or expenses arising out of or related to the goods or services provided under the contract or for certification unless otherwise specifically provided herein, or (c) for any loss of profits, loss of use, business interruption, loss of data, or indirect, incidental, special, or consequential damages of any kind in connection with or arising out of the furnishing, performance, or use of the goods or services provided to client, including related documentation, or arising from delay in delivery or furnishing of any services or products, whether alleged as a breach of contract, or tortious conduct, including negligence, or otherwise, even if TRIMAX has been advised of the possibility of such damages. Furthermore, TRIMAX’s liability arising out of or related to the contract, including for direct damages, shall not exceed the purchase price stated in the attached proposal. This limitation of liability is cumulative, with all payments for claims or damages in connection with the contract being aggregated to determine satisfaction of the limit, such

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TRIMAX SYSTEMS, LLC
T&C VER.2025-03-03
that the existence of one or more claims will not enlarge the limit. In addition, this limitation of liability will apply regardless of the form of action, whether in contract or tort, including negligence.

11. Liquidated Damages. TRIMAX shall not be responsible for any failure to perform, or delay in performance of, its obligations resulting from acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond TRIMAX’s reasonable control, including, but not limited to, sourcing, shipment or delivery issues caused by, related to, or resulting from COVID-19 or other similar national or global health situations. Under no circumstances is TRIMAX liable for any penalties related to or identified as liquidated damages for failure to meet a delivery schedule regardless of the cause.

12. Material Pricing /Delivery Delays. If, during the performance of this contract, material pricing significantly increases, through no fault of TRIMAX, the proposal price shall be equitably adjusted by an amount reasonably necessary to cover any such significant price increases. As used herein, a significant price increase shall mean any increase in price exceeding 3% as experienced by TRIMAX from the date of the contract signing. Such price increases shall be documented through quotes, invoices, or receipts.

Where the delivery of material is delayed, through no fault of subcontractor, due to shortages or unavailability of materials, TRIMAX shall not be liable for any additional costs or damages associated with such delay(s).

The parties understand and agree that (i) there are current issues with the manufacture and supply of various materials and equipment (all, collectively, “Goods”), which issues generally are referred to as “supply chain disruption” (“Disruption”), (ii) the Disruption arises from a variety of global, national, and local factors, all of which are beyond the control of TRIMAX Systems, and (iii) the Disruption has impacted suppliers ability to provide goods by certain dates, in the quantities ordered, and/or for the specified price.

13. Accelerated/ Decelerated /Termination of Project Execution FAST TRACK:

Client acknowledges that if Client requires a Systems Integrator (as defined below) to perform on an accelerated schedule (i.e. pace faster than the Systems Integrator's normal business procedure as dictated by the Systems Integrator's standard business practices), the risk of errors in the design and development of hardware and software increases as do certain costs such as but not limited to, express shipping of incoming purchases to the Systems Integrator, charges for expedited manufacture, development and/or delivery of hardware and/or software to the Systems Integrator and, express shipping to Client by the Systems Integrator. Client agrees that upon Client's request to the Systems Integrator to perform on an accelerated basis, Client will compensate the Systems Integrator (at Systems Integrator's then prevailing rates) for the additional costs incurred and work required as a result of the accelerated pace of project execution.

SLOW TRACK:

A decelerated pace of project execution also causes additional work and costs. If Client decelerates the pace of project execution, Client shall bear the additional costs and expenses associated with such deceleration including but not limited to paying the Systems lntegrator for "spin-up" time (inefficiency caused by starting and stopping) at the System Integrator’s then prevailing rates. As used herein, “System Integrator” refers to any person or entity responsible for integrating software, hardware or other materials or equipment provided by TRIMAX into Client’s computer network or other system(s).

TERMINATION:

Cancellations or stop-work requests by Client on any order or part thereof, must be made in writing. Notwithstanding any such request, Client agrees to pay TRIMAX’s standard contract labor rate for all labor incurred, and TRIMAX’s’ net material costs for all materials purchased for that order, including any restocking charges incurred.

If Client fails to comply with its obligations hereunder (including without limitation the full and timely payment to TRIMAX), TRIMAX may provide written notice of such default to Client and suspend further performance until such default is cured by Client. When such default is cured by Client, the amount to be paid for the Project will be equitably increased to account for TRIMAX’s damages arising from such suspension (including without limitation demobilization and remobilization expenses and increased costs of performance) and the time for TRIMAX to complete the Project will be equitably extended to account for such suspension. If Client fails to cure such default within 30 days of its receipt of such notice from TRIMAX, TRIMAX may terminate its agreement with Client by providing written notice thereof and recover from Client payment for all portions of the Project performed (in whole or in part) through the date of such termination, TRIMAX’s demobilization expenses and other reasonable termination costs, the amount of expected overhead and profit TRIMAX would have earned on the cancelled portions of the Project if not for Client’s default, and any collection costs incurred by TRIMAX in obtaining payment due from Client.

14. Warranty. TRIMAX warrants all equipment manufactured by TRIMAX to be free from defects in material and workmanship under normal use and service for a period of twelve (12) months OR as defined in the contract from date of shipment. All parts or products not manufactured by TRIMAX will be covered only by the express warranty, if any, of the manufacturer. TRIMAX’s

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TRIMAX SYSTEMS, LLC
T&C VER.2025-03-03
above- described limited warranty does not extend to damage or wear caused by misuse, negligence, accident, corrosion, modification by Client, faulty installation, loss of product, or tampering in a manner to impair normal operation of the equipment. TRIMAX reserves the ultimate right to determine implicitly or explicitly what is or is not covered by the warranty.

15. Ownership of Software. Title to the application software provided to Client by TRIMAX under the Contract remains with TRIMAX, and Client is subject to any third-party licenses. TRIMAX grants to the Client a personal, paid-up, perpetual, nonexclusive, non-assignable and non-transferable license, without right of sub-license, to use said application software in the application for which the software was designed in conjunction with the specified equipment. Security / Password Maintenance becomes the sole responsibility of the Client upon acceptance of Certificate of Proper Operation (COPO).

16. Intellectual Property. TRIMAX shall retain all rights, title and interest in all Intellectual Property (as defined herein) used, made or arising in connection with the Contract or otherwise provided or communicated to Client by or on behalf of TRIMAX. Without limiting the foregoing, Client shall not use any drawings or specifications prepared by TRIMAX, except for the purpose of confirming the quality of design and manufacturing of the products set forth in the attached proposal; and Client shall not photocopy, duplicate or in any way reproduce in whole or in part any drawings, specifications, or software which may be supplied by TRIMAX; provided, however, that the Client may make copies of and use such software for Client's internal purposes only, and not for rendering services or selling products to third persons. The Client shall not sell, license, sublicense, assign or otherwise transfer the Intellectual Property or any interest therein to anyone. As used herein, “Intellectual Property” means and includes any and all software, specifications, designs, processes, techniques, concepts, improvements, discoveries, ideas, and inventions, whether or not patentable, and all patents, copyrights, trade secrets and other intellectual property rights therein or related thereto.

17. Returns. All products and services described herein are sufficiently unique to prohibit any return for full or partial credit, other than under a warranty, unless specifically stated otherwise in the attached proposal. TRIMAX is not responsible for loss of or damage to products returned to it, unless notified in advance of the return and the Purchaser is given a Return Authorization Number which is prominently placed upon the shipping documents and packing container.

18. Dispute Resolution / Governing Law / Attorney Fees. It is agreed that any dispute arising under the Contract, including without limitation disputes relating to interpretation of the Contract terms or the performance, negligent performance or nonperformance of the Contract or any part thereof, will be determined by submission to binding arbitration in accordance with the California Arbitration Act (California Code of Civil Procedure [“CCP”] sections 1280 – 1294.2) or any successor statute then in effect. Any such arbitration shall be held and conducted in Los Angeles, California, before one (1) neutral arbitrator who shall be selected by mutual agreement of the parties; provided, however, if agreement is not reached on the selection of an arbitrator within fifteen (15) days of a party’s written demand for arbitration, then such arbitrator shall be appointed by the presiding judge of the Superior Court of California County of Los Angeles in accordance with CCP section 1281.6. The discovery provisions of CCP section 1283.05 shall apply in the arbitration proceedings. The arbitrator’s decision shall be based on California law. The arbitrator’s decision may include monetary and/or equitable relief. The cost and fees of the arbitrator shall be borne by the nonprevailing party. In addition, the prevailing party shall be awarded reasonable attorney fees, witness costs and expenses, and other costs and expenses incurred in connection with the arbitration. ALL PARTIES TO THE CONTRACT, BY ENTERING INTO IT,

ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE ANY SUCH DISPUTE DECIDED IN A COURT OF LAW BEFORE A JURY, AND INSTEAD ARE ACCEPTING THE USE OF ARBITRATION AS THEIR EXCLUSIVE REMEDY.

If any proceeding or lawsuit is brought by either party hereto against the other relating to any dispute arising out of or relating to the Contract or the subject matter thereof, the prevailing party in such proceeding or lawsuit shall be entitled to receive, in addition to any other relief that may be awarded, its costs of suit, expert witness fees and reasonable attorneys’ fees of outside counsel, including costs and fees on any appeal.

Insurance. TRIMAX carries the following insurance.

Workmen's Compensation $1,000,000 (state-required level) General Liability Each Occurrence $1,000,000
Personal & Adv injury $1,000,000
Products Aggregate $1,000,000
General Aggregate $2,000,000
Automobile $1,000,000
Excess Liability $4,000,000
Professional Liability Each Occurrence $1,000,000
Aggregate $3,000,000

16.a
Packet Pg. 171 Attachment: E-13430.2 Ignition SCADA Upgrade to Perspective with Mobile & System Assessment (6582 : Approval for Professional Service C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

PROFESSIONAL SERVICES AGREEMENT

FOR CONSULTANT SERVICES
(City of Barstow / Trimax Systems, LLC)

1. IDENTIFICATION
This PROFESSIONAL SERVICES AGREEMENT is entered into as of the last date indicated below by and between the City of Barstow, a California municipal corporation and Trimax Systems, LLC, a California Limited Liability Company.

2. RECITALS

2.1 City has determined that it requires the following professional services from a consultant: Professional consulting, software integration, programming, system assessment, testing, and training services for the upgrade of the City’s existing Ignition SCADA system to Perspective with Mobile SCADA.

2.2 Consultant represents that it is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees. Consultant further represents that it is willing to accept responsibility for performing such services in accordance with the terms and conditions set forth in this Agreement.

2.3 Consultant represents that it has no known relationships with third parties, City Council members, or employees of City which would (1) present a conflict of interest with the rendering of services under this Agreement under Government Code Section 1090, the Political Reform Act (Government Code Section 81000 et seq.), or other applicable law, (2) prevent Consultant from performing the terms of this Agreement, or (3) present a significant risk of the disclosure of confidential information.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and Consultant agree as follows:

3. DEFINITIONS

3.1 “Scope of Services” means such professional services as described in “Exhibit A” attached herewith and fully incorporated herein by this reference.

3.2 “Approved Fee Schedule” means the compensation and payment terms set forth in “Exhibit B,” attached hereto and fully incorporated herein by this reference. The Approved Fee Schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties. For the duration of this Agreement unless modified in writing by mutual agreement of the parties.

16.b
Packet Pg. 172 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

3.3 “Commencement Date” means the date this Agreement is fully executed by both parties.

3.4 “Termination Date” means July 31, 2027.

3.5 “City Agreement Administrator” means Wesley Garrison. The Agreement Administrator shall be the principal point of contact at the City for this project.

3.6 “Consultant Project Administrator” means Mike Denning.

4. CAMPAIGN CONTRIBUTIONS
This Agreement is subject to Government Code section 84308, as amended by Senate Bill 1439 (2022), Senate Bill 1181 (2024), and Senate Bill 1243 (2024). Consultant shall disclose any contribution to an elected or appointed City official’s campaign or committee in an amount of more than five hundred dollars ($500) made within 12 months preceding the Commencement Date, by Consultant, its, her, or his agent, or another party affiliated with Consultant. Consultant shall provide a signed copy of the attached Campaign Contribution Disclosure Form to City prior to, or concurrent with, Consultant's execution of this Agreement and no later than the Commencement Date.

5. TERM
The term of this Agreement shall commence at 12:00 a.m. on the Commencement Date and shall terminate at 11:59 p.m. on the Termination Date unless extended in writing by mutual agreement of the parties or terminated earlier in accordance with Section 19 (“Termination”) below.

6. CONSULTANT’S SERVICES

6.1 Time is of the essence in Consultant’s performance of services under this Agreement.

6.2 Consultant shall perform the services identified in the Scope of Services. City shall have the right to request, in writing, changes in the Scope of Services. Any such changes mutually agreed upon by the parties, and any corresponding increase or decrease in compensation, shall be incorporated by written amendment to this Agreement. Consultant shall notify the City Agreement Administrator, in writing, when fees and expenses incurred under this Agreement have reached eighty percent (80%) of the maximum amount payable above. Consultant shall concurrently inform the City Agreement Administrator, in writing, of Consultant’s estimate of total expenditures required to complete its current assignments before proceeding, when the remaining work on such assignments would exceed the Maximum Amount payable above.

16.b
Packet Pg. 173 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

6.3 Consultant shall obtain and maintain in force a City business license for the duration of this Agreement.

6.4 Consultant shall perform all work to the highest standards of Consultant’s profession and in a manner reasonably satisfactory to City. Consultant shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.).

6.5 During the term of this Agreement, Consultant shall not perform any work for another person or entity for whom Consultant was not working at the Commencement Date if both (i) such work would require Consultant to abstain from a decision under this Agreement pursuant to a conflict of interest statute and (ii) City has not consented in writing to Consultant’s performance of such work.

6.6 Consultant represents that it has, or will secure at its own expense, all personnel required to perform the services identified in the Scope of Services. All such services shall be performed by Consultant or under its supervision, and all personnel engaged in the work shall be qualified to perform such services. Mike Denning shall be the Consultant Project Administrator and shall have direct responsibility for management of Consultant’s performance under this Agreement.

No other person shall serve as Consultant Project Administrator without City’s prior written consent.

6.7 This Agreement covers professional services of a specific and unique nature.

Except as otherwise provided herein, Consultant shall not assign or transfer its interest in this Agreement or subcontract any services to be performed without amending this Agreement.

6.8 Consultant shall be responsible to City for all services to be performed under this Agreement. All subconsultants shall be approved by the City Agreement Administrator and their billing rates identified in the Approved Fee Schedule, Exhibit B. City shall pay Consultant for work performed by its subconsultants (including labor) only at Consultant’s actual cost plus an approved mark-up as set forth in the Approved Fee Schedule, Exhibit B. Consultant shall be liable and accountable for any and all payments, compensation, and federal and state taxes to all subconsultants performing services under this Agreement. City shall not be liable for any payment, compensation, or federal and state taxes for any subconsultants.

6.9 Consultant shall notify the City Agreement Administrator, in writing, of any change in name, ownership or control of Consultant’s firm or of any subconsultant. Change of ownership or control of Consultant’s firm may require an amendment to the Agreement.

16.b
Packet Pg. 174 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

6.10 This Agreement is subject to prevailing wage law, for all work performed under the Agreement for which the payment of prevailing wages is required under the California Labor Code. In particular, Consultant acknowledges that prevailing wage determinations are available for the performance of inspection and survey work.

6.11 Pursuant to California Labor Code Sections 1773.2 and 1775, the Consultant shall forfeit as a penalty to City $200.00 or any greater penalty provided in the Labor Code for each Calendar Day, or portion thereof, for each worker paid less than the prevailing wage rates for any work done under the Contract employed in the execution of the work by Consultant or by any Subcontract under Consultant in violation of the provisions of the Labor Code. In addition, the difference between such prevailing wage rates and the amount paid to each worker for each Calendar Day, or portion thereof, for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Consultant.

6.12 Pursuant to Labor Code § 1776, each consultant and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:
(1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Labor Code §§ 1771, 1811, and 1815 for any work performed by his or her employees on the public works project.

The payroll records enumerated under subdivision (a) shall be verified and shall be available for inspection at all reasonable hours as required by Labor Code § 1776.”

7. COMPENSATION
City agrees to compensate Consultant for the services provided under this Agreement, and Consultant agrees to accept payment in accordance with the Approved Fee Schedule in full satisfaction for such services. In no event shall the total compensation and costs payable to Consultant under this Agreement exceed the sum of One Hundred

16.b
Packet Pg. 175 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
Four Thousand Seven Hundred Dollars($104,700.00) (“Maximum Amount”) unless specifically approved in advance and in writing by City.

7.1 Consultant shall submit to City an invoice, on a monthly basis or less frequently, for services performed pursuant to this Agreement. Each invoice shall identify the maximum amount payable above, the services rendered during the billing period, the amount due for the invoice, and the total amount previously invoiced. All labor charges shall be itemized by employee name and classification/position with the firm, the corresponding hourly rate, the hours worked, a description of each labor charge, and the total amount due for labor charges. City shall not withhold applicable taxes or other payroll deductions from payments made to Consultant except as otherwise required by law. Consultant shall include a copy of each subconsultant invoice for which reimbursement is sought in the invoice.

7.2 The parties agree to meet and confer at mutually agreeable times to resolve any disputed amounts contained in an invoice submitted by Consultant.

7.3 Additional Work. Consultant shall not be reimbursed for any expenses incurred for work performed outside the Scope of Services unless prior written approval is given by the City through a fully executed written amendment to this Agreement.

Consultant shall not undertake any such work without prior written approval of the Project Administrator.

8. OWNERSHIP OF WRITTEN PRODUCTS

9. All reports, documents, electronic files, configurations, graphics, system architecture documents, written recommendations, and other materials created specifically for the City by Consultant in the performance of this Agreement (“Project-Specific Work Products”) shall be and remain the property of City without restriction or limitation upon their use or dissemination by City, except as otherwise provided by law.

Consultant may retain copies of the Project-Specific Work Products for its records.

10. Notwithstanding the foregoing, Consultant shall retain ownership of its pre-existing software, programming tools, methodologies, templates, and other intellectual property developed independently of this Agreement. Third-party software, including Inductive Automation Ignition software, shall remain subject to the applicable thirdparty license terms. Consultant shall provide City with all rights, licenses, credentials, configurations, documentation, and access reasonably necessary for City to operate, maintain, modify, and support the Project-Specific Work Products following completion or termination of this Agreement.

RELATIONSHIP OF PARTIES

16.b
Packet Pg. 176 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
Consultant is, and shall at all times remain as to City, a wholly independent contractor.

Consultant shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise to act on behalf of City as an agent. Consultant, its officers, employees and agents shall not have any power to bind or commit the City to any decision or course of action, and Consultant, its officers, employees and agents shall not represent to any person or party that it or they are acting as agents of the City or that it or they have the power to bind or commit the City. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant shall not represent that it is, or that any of its agents or employees are, in any manner employees of City.

Under no circumstances shall Consultant look to the City as its employer. Consultant shall not be entitled to any benefits. City makes no representation as to the effect of this independent contractor relationship on Consultant’s previously earned California Public Employees Retirement System (“CalPERS”) retirement benefits, if any, and Consultant specifically assumes the responsibility for making such a determination. Consultant shall be responsible for all reports and obligations including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, workers’ compensation, and other applicable federal and state taxes.

11. AGREEMENT ADMINISTRATOR
In performing services under this Agreement, Consultant shall coordinate all contact with City through its City Agreement Administrator. City reserves the right to change this designation upon written notice to Consultant. All services under this Agreement shall be performed at the request of the City Agreement Administrator, who will establish the timetable for completion of services and any interim milestones.

12. INDEMNIFICATION

11.1 The parties agree that City, its officers, agents, employees and volunteers should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, taxes, or any other cost arising out of or in any way related to the performance of this Agreement.

Accordingly, the parties intend the provisions of this indemnity provision to be interpreted and construed to provide the City with the fullest protection possible under the law. Consultant acknowledges that City would not enter into this Agreement in the absence of Consultant’s commitment to indemnify and protect City as set forth herein.

11.2 To the fullest extent permitted by law, Consultant shall indemnify, hold harmless, and when the City requests with respect to a claim provide a deposit for the defense of, and defend City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person, whether physical, emotional, consequential or otherwise, and injury

16.b
Packet Pg. 177 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
to any property arising out of or in connection with Consultant’s alleged negligence, recklessness or willful misconduct or other wrongful acts, errors or omissions of Consultant or any of its officers, employees, servants, agents, or subcontractors, or anyone directly or indirectly employed by either Consultant or its subcontractors, in the performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole active negligence or willful misconduct of the City. Such costs and expenses shall include reasonable attorneys’ fees due to counsel of City’s choice, expert fees and all other expenses of litigation. Consultant shall not be entitled to any refund of attorneys’ fees, defense costs or expenses in the event that it is adjudicated to have been non-negligent.

11.3 City shall have the right to offset against any compensation due Consultant under this Agreement any amount due City from Consultant as a result of Consultant’s failure to pay City promptly any indemnification arising under this section of this Agreement and any amount due City from Consultant arising from Consultant’s failure either to (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

11.4 The obligations of Consultant under this section of this Agreement are not limited by the provisions of any workers’ compensation or similar statute. Consultant expressly waives its statutory immunity under such statutes as to City, its officers, agents, employees and volunteers.

11.5 Consultant agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this section of this Agreement from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. If Consultant fails to obtain such indemnity obligations from others, Consultant agrees to indemnify, hold harmless and defend City, its officers, agents, employees and volunteers from and against any and all claims, losses, costs and expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant’s subcontractors or any other person or entity involved by, for, with or on behalf of Consultant in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice.

11.6 City does not, and shall not, waive any rights that it may possess against Consultant because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply whether or not any insurance policies apply to a claim, demand, damage, liability, loss, cost or expense.

16.b
Packet Pg. 178 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

11.7 In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

11.8 Notwithstanding any federal, state, or local policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in CalPERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for CalPERS benefits.

13. INSURANCE

12.1 During the term of this Agreement, Consultant shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Consultant’s performance of this Agreement.

12.2 Any available insurance proceeds broader than or in excess of the specified minimum Insurance coverage requirements or limits shall be available to City as an Additional Insured as provided below. Furthermore, the requirements for coverage and limits shall be the greater of (1) the minimum coverage and limits specified in this Agreement, or (2) the broader coverage and maximum limits of coverage of any Insurance policy or proceeds available to the named Insured.

12.3 Insurance required under this Agreement shall be of the types set forth below, with minimum coverage as described:

12.3.1 Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) including products and operations hazard, contractual insurance, broad form property damage, independent consultants, personal injury, underground hazard, and explosion and collapse hazard where applicable.

12.3.2 Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of One Million

16.b
Packet Pg. 179 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per incident.

12.3.3 Worker’s Compensation insurance if and as required by the laws of the State of California.

12.3.4 Professional Errors and Omissions Insurance with coverage limits of not less than One Million Dollars ($1,000,000). In the event Consultant’s policy is a “claims made” policy only covering those claims made during the policy period, then Consultant agrees to maintain the professional liability insurance required hereunder and with respect to this project in effect for at least three (3) years after acceptance of the work. The retroactive date of the policy must be shown and must be before the Commencement Date of this Agreement. If coverage is canceled or nonrenewed, and not replaced with another claims-made policy form with a retroactive date before the Commencement Date of this Agreement, the Consultant must purchase “extended reporting” coverage for a minimum of three (3) years after completion of work.

12.4 Consultant shall require each of its subconsultants to maintain insurance coverage that meets all of the requirements of this Agreement provided however, that the City Agreement Administrator may waive the provision of Errors and Omissions Insurance by subconsultants in his or her sole discretion.

12.5 The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide.

12.6 Consultant agrees that if it does not keep the insurance coverages required by this Agreement in full force and effect, City may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay the premium(s) thereon at Consultant’s expense.

12.7 At all times during the term of this Agreement, Consultant shall maintain on file with City’s Risk Manager a certificate or certificates of insurance showing that the required coverages are in effect and naming City and its officers, employees, agents and volunteers as Additional Insureds. Prior to commencement of work under this Agreement, Consultant shall file with City’s Risk Manager such certificate(s) and Forms CG 20 10 07 04 and CG 20 37 07 04 or the substantial equivalent showing City as an Additional Insured.

12.8 Consultant shall provide proof that policies of insurance required by this Agreement expiring during the term of this Agreement have been renewed or replaced with

16.b
Packet Pg. 180 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

12.9 The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming City and its officers, employees, agents and volunteers as Additional Insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to City. Consultant agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

12.10 The insurance provided by Consultant shall be primary to any other coverage available to City. Any insurance or self-insurance maintained by City and/or its officers, employees, agents or volunteers shall be in excess of Consultant’s insurance and shall not contribute with it.

12.11 All insurance coverage provided pursuant to this Agreement shall not prohibit Consultant, and Consultant’s employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Consultant hereby waives all rights of subrogation against the City. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. However, the Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant, its employees, agents and subconsultants.

12.12 Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond in the amount of the deductible or self-insured retention to guarantee payment of losses and expenses.

12.13 Procurement of insurance by Consultant shall not be construed as a limitation of Consultant’s liability or as full performance of Consultant’s duties to indemnify, hold harmless and defend under Section 11 of this Agreement.

12.14 Consultant may be self-insured under the terms of this Agreement only with express written approval from the City.

12.14.1 All self-insured retentions (SIR) must be disclosed to the City for approval and shall not reduce the limits of liability.

16.b
Packet Pg. 181 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

12.14.2 Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named Insured or the City.

12.15 City reserves the right to obtain a full certified copy of any Insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of the right to exercise later.

14. MUTUAL COOPERATION

13.1 City shall provide Consultant with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Consultant’s services under this Agreement.

13.2 If any claim, action, or proceeding is brought against City relating to Consultant’s performance in connection with this Agreement, Consultant shall render any reasonable assistance that City may require in the defense of that claim, action, or proceeding.

15. CONFIDENTIALITY
All data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without prior written consent by City. City shall grant such consent if disclosure is legally required. Upon request, all City data shall be returned to City upon the termination or expiration of this Agreement.

16. RECORDS AND INSPECTIONS
Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such documents shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of City. City shall further have the right to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.

In addition, pursuant to Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds ten thousand dollars, all such documents and this Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of City, for a period of three (3) years after final payment under the Agreement.

16.b
Packet Pg. 182 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

17. PERMITS AND APPROVALS
Consultant shall obtain, at its sole cost and expense, all permits and regulatory approvals necessary for Consultant’s performance of this Agreement. This includes, but shall not be limited to, professional licenses, encroachment permits and building and safety permits and inspections.

18. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or overnight courier service during Consultant’s and City’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing).

If to City:

Wesley Garrison
Plant Superintendent
2200 Riverside Drive
Barstow, CA 92311
Telephone: 760-577-1001
If to Consultant:

Mike Denning
Trimax Systems, LLC
565 Explorer St.

Brea, CA 92821
Telephone: 714-710-2120
With courtesy copy to:

Andrew Jared, City Attorney
Colantuono, Highsmith & Whatley, PC
790 E. Colorado Blvd., Suite 850
Pasadena, CA 91101
Telephone: (213) 542-5719
Facsimile: (213) 542-5710
Email: [email protected]

16.b
Packet Pg. 183 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

19. SURVIVING COVENANTS
The parties agree that the covenants contained in Section 11, Section 14, Paragraph 13.2 and Section 15 of this Agreement shall survive the expiration or termination of this Agreement.

20. TERMINATION
City may terminate this Agreement for any reason on five calendar days’ written notice to Consultant. Consultant may terminate this Agreement for any reason on thirty calendar days’ written notice to City. Consultant agrees to cease all work under this Agreement on or before the effective date of any notice of termination. All City data, documents, objects, materials or other tangible things shall be promptly returned to City upon the termination or expiration of this Agreement.

If City terminates this Agreement due to no fault or failure of performance by Consultant, then Consultant shall be paid based on the work satisfactorily performed at the time of termination. In no event shall Consultant be entitled to receive more than the amount that would be paid to Consultant for the full performance of the services required by this Agreement as provided in Section 5.2 above and as otherwise provided in this Agreement.

21. GENERAL PROVISIONS

20.1 Consultant shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City’s prior written consent, and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than Consultant.

20.2 The captions appearing at the commencement of the sections hereof, and in any paragraph thereof, are for convenience in reference to this Agreement. Should there be any conflict between such heading, and the section or paragraph thereof at the head of which it appears, the section or paragraph shall govern construction of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular and vice versa, in any place or places herein in which the context requires such substitution(s).

20.3 The waiver by City or Consultant of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party to be charged with the waiver.

16.b
Packet Pg. 184 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6

20.4 Consultant shall not be liable for any failure to perform if Consultant presents acceptable evidence, in City’s sole judgment, that such failure was due to causes beyond the control and without the fault or negligence of Consultant.

20.5 Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance from the exercise by any party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such party of any or all of such other rights, powers or remedies. If legal action shall be necessary to enforce any term, covenant or condition contained in this Agreement, the party prevailing in such action, whether or not reduced to judgment, shall be entitled to its reasonable court costs, including any accountants’ and attorneys’ fees expended in the action. The venue for any litigation shall be Los Angeles County, California and Consultant hereby consents to jurisdiction in Los Angeles County for purposes of resolving any dispute or enforcing any obligation arising under this Agreement.

20.6 If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to the extent necessary to, cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

20.7 This Agreement shall be governed and construed in accordance with the laws of the State of California.

20.8 All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the provisions of this Agreement and those of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City and Consultant with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments hereto or deviations herefrom shall be effective and binding only if made in writing and executed on behalf of the City and Consultant.

20.9 Consultant shall not discriminate against any employee or applicant for employment because of race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above),

16.b
Packet Pg. 185 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
medical condition (cancer-related), marital status, ancestry, or sexual orientation.

Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to race, sex (including pregnancy, childbirth, or related medical condition), creed, national origin, color, disability as defined by law, disabled veteran status, Vietnam veteran status, religion, age (40 and above), medical condition (cancer-related), marital status, ancestry, or sexual orientation. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; or in terms, conditions or privileges of employment, and selection for training, Consultant agrees to post in conspicuous places, available to employees and applicants for employment, the provisions of this nondiscrimination clause.

16.b
Packet Pg. 186 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) C#___________
Professional Services Agreement
(City of Barstow / Trimax Systems, LLC
Professional Services Agreement — Consultant Services

Approved for use:02/24/2025
307952.6
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement as of the last date indicated below:
“City” “Consultant”
By___________________________ By:_______________________________ [insert name], insert title]
Date:______________________ Date:_________________________ Attest:

By
Andrea Flores, City Clerk
Date:_______________________
Approved as to form:

By__________________________________
Andrew Jared, City Attorney
Date: __________________________

16.b
Packet Pg. 187 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) “EXHIBIT A”

SCOPE OF WORK
A-1
307952.6
Consultant shall provide software licensing, SCADA system assessment, programming, testing, and training services for the City’s existing Ignition SCADA system as follows:

1. Software deliverables
Consultant shall:

1. Upgrade the Perspective Module associated with the City’s existing primary Ignition license, license number HKI-TL2, by adding Browser and Workstation functionality.

2. Upgrade the Perspective Module associated with the City’s existing backup license, license number CTB-HLG, to the full version of Perspective.

3. Add the additional software and licenses to the City’s existing BasicCare Support Plan for the prorated period of February 18, 2026 through July 31, 2027, consisting of 527 days.

4. Upgrade the City’s Ignition SCADA software from version 7.9 through version 8.3. No additional software-upgrade charge shall apply because of the City’s active support plan.

2. Phase 1 – SCADA system assessment
Consultant shall:

1. Assess the City’s SCADA network hardware and software.

2. Develop and deliver a SCADA system architecture document to the City.

3. Evaluate the City’s existing SCADA hardware and software.

4. Provide written recommendations to assist City IT in meeting modern cybersecurity requirements.

Phase 1 does not include implementation of the assessment recommendations or the provision or configuration of new hardware, software, or system configurations.

3. Phase 2 – SCADA programming
Consultant shall:

1. Upgrade Ignition SCADA from version 7.9 to version 8.1.

2. Upgrade Ignition SCADA from version 8.1 to version 8.3.

3. Use the Perspective Module to develop high-performance mobile graphics for all applicable process and control areas.

4. Conduct a workshop with City staff to identify operational preferences and establish mobile application standards.

5. Retain the City’s existing SCADA screens. Newly developed Perspective graphics shall be for mobile application use unless otherwise authorized in writing.

6. Test the functionality and operation of the new mobile graphics and verify that the mobile functions operate appropriately with the City’s existing SCADA functions.

7. Provide onsite training covering the mobile application and its functionality.

4. City responsibilities
The City shall:

1. Provide Consultant with reasonable access to the existing SCADA system, facilities, personnel, documentation, and information necessary to perform the services.

2. Provide assistance through City IT for the transfer of existing historical data and the repopulation of that data into the upgraded application, as necessary.

3. Provide or configure servers, server hardware, virtual-machine software, Microsoft SQL Server software, and related City-controlled infrastructure unless otherwise authorized by

16.b
Packet Pg. 188 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) Professional Services Agreement
(City of Barstow / [Trimax Systems, LLC
307952.6
166385.1
written amendment.

4. Designate appropriate staff to participate in the mobile-application standards workshop, testing, and training.

5. Exclusions
Unless authorized by a written amendment, the services do not include:

1. Providing or configuring the historical database.

2. Implementing recommendations contained in the Phase 1 assessment.

3. Providing or configuring servers, server hardware, virtual-machine software, or Microsoft SQL Server software.

4. Networking infrastructure or architecture modifications to existing facilities.

5. Trade labor, construction work, site improvements, or trade installation services.

6. Third-party testing, harmonic testing or analysis, protective-device coordination studies, short-circuit analysis, or arc-flash risk assessment services.

6. Acceptance
Consultant shall notify the City Agreement Administrator when the work is ready for review.

The services shall not be considered complete until:

1. The required software and licenses have been provided;

2. The SCADA assessment and architecture deliverable have been delivered;

3. The upgrades and mobile graphics have been successfully tested;

4. Onsite training has been completed; and

5. The City Agreement Administrator has provided written acceptance.

16.b
Packet Pg. 189 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) “EXHIBIT B”

APPROVED FEE SCHEDULE
B-1
307952.6
Consultant shall provide all software, licenses, labor, programming, assessment services, project management, testing, training, travel, and other services identified in Exhibit A for a total lump sum amount not to exceed One Hundred Four Thousand Seven Hundred Dollars ($104,700.00).

The Maximum Amount includes all costs and expenses necessary to complete the Scope of Services unless expressly identified otherwise in this Exhibit.

Software deliverables are not subject to California sales tax. Any other tax or fee may be charged only when legally applicable and when the charge will not cause total compensation to exceed the Maximum Amount.

Consultant shall not perform or invoice the City for additional work without advance written authorization through a fully executed amendment to the Agreement.

16.b
Packet Pg. 190 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) Professional Services Agreement
(City of Barstow / [Trimax Systems, LLC
307952.6

NON-COLLUSION DECLARATION

TO BE EXECUTED BY

BIDDER AND SUBMITTED WITH BID
The undersigned declares:

I am the ____________________ of ____________________________, the party making the foregoing bid.

The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham.

The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true.

The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on ___________________[date], at ____________________________[city], __________________[state].” __________________________________________
Signature
__________________________________________
Printed Name of Signatory

16.b
Packet Pg. 191 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services) Professional Services Agreement
(City of Barstow / [Trimax Systems, LLC
307952.6
WORKERS’ COMPENSATION

INSURANCE CERTIFICATE
The Contractor shall execute the following form as required by the California Labor Code, Sections 1860 and 1861:

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

DATE: ______________________ __________________________________________ Contractor
By: __________________________________________
Signature
__________________________________________
Title
Attest:

By: __________________________________________
Signature
__________________________________________
Title

16.b
Packet Pg. 192 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services)

CAMPAIGN CONTRIBUTION DISCLOSURE

PROVISIONS
Cities are subject to the campaign disclosure provisions detailed in Government Code Section 84308.

Please carefully read the following information to determine if the provisions apply to you. If you determine that the
provisions are applicable, the Campaign Disclosure Form must be completed and returnedtothe Citywithyourapplication.

1. No City councilmember or commissioner shall accept,solicit, or direct a contribution of more than $500 from any party,1 financially interested participant,2 or agent3 while a proceeding is pending or for 12 months subsequent to the date a final decision is rendered by the City. This prohibition commences when your application has been filed, or the proceeding is otherwise initiated.

2. A party to a City proceeding shall disclose on the record of the proceeding any contribution of more than $500 made to any councilmember or commissioner by the party, or agent, during the preceding 12 months. No party to or participant in a City proceeding shall make a contribution of more than $500 to a councilmember or commissioner during the proceeding and for 12 monthsfollowing the date a final decision is rendered by the City.

No agent to a party or participant shall make a contribution in any amount to a councilmember of commissioner during the proceeding and for 12 months following the date a final decision is rendered by the City.

3. Prior to rendering a decision on a City proceeding, any councilmember or commissioner who received contribution of more than $500 within the preceding 12 months from any party, or agent, to a proceeding shall disclose that fact on the record of the proceeding, and shall be disqualified from participating in the proceeding. However, if any councilmember or
commissioner receives a contribution that otherwise would require disqualification, and returns the contribution within 30 days of making the decision, or knowing about the contribution and the relevant proceeding, whichever comes last, that councilmember or commissioner shall be permitted to
participate in the proceeding.
1 “Party” is defined as any person who files an application for, or is the subject of, a proceeding.2 “Participant” is defined as any person who actively supports or opposes a particular decision in a proceeding.
3 “Agent” is defined as a person who represents a party in connection with a proceeding for compensation who appears before or otherwise communicates with the City for the purpose of influencing the proceeding. If an individual acting as an agent also is acting as an employee or member of a law, architectural, engineering, or consulting firm, or a similar entity or corporation, both the individual and the entity or corporation are agents.

When a closed corporation is a party to a proceeding, the majority shareholder is subject to these provisions.

To determine whether a campaign contribution of more than $500 has been made by you or your agent to a
councilmember or commissioner within the preceding 12
months, all contributions made by you or your agent during that period must be aggregated.

Names of current City councilmembers and commissioners are available on the City’s website. If you have questions about Government Code Section 84308, FPPC regulations, or the Campaign Disclosure Form, please contact the City Clerk.

CAMPAIGN CONTRIBUTION DISCLOSURE
FORM
(a) Document:
□ License
□ Lease
□ Permit
□ Franchise
□ Other Contract
□ Other Entitlement
Name and address of any party, participant, or agent who has contributed more than $500 to any councilmember or
commissioner within the preceding 12 months:

1. ____________________________________

2. ____________________________________

3. ____________________________________
(b) Date and amount of contribution:

Date Amount $
Date Amount $
Date Amount $
(c) Name of councilmember or commissioner to whom
contribution was made:

1. ____________________________________

2. ____________________________________

3. ____________________________________
(d) I certify that the above information is provided to the best of my knowledge.

Printed Name
Signature
Date Phone
To be completed by City:

Document No: ______________________________

16.b
Packet Pg. 193 Attachment: PSA Trimax LLC (6582 : Approval for Professional Service Agreement for Consultant Services)

16.c
Packet Pg. 194 Attachment: Trimax Sole Source Justification (6582 : Approval for Professional Service Agreement for Consultant Services)

16.c
Packet Pg. 195 Attachment: Trimax Sole Source Justification (6582 : Approval for Professional Service Agreement for Consultant Services)

16.c
Packet Pg. 196 Attachment: Trimax Sole Source Justification (6582 : Approval for Professional Service Agreement for Consultant Services) Joint Meeting Council/BFPD
10/6/26 05:30 PM
Community Development
Amy Sanchez
Resolution
Doc ID: 6596

COUNCIL RESOLUTION
AGENDA MATTER:

RESOLUTION NO. XXXX-2026 APPROVING TEMPORARY STREET CLOSURES WITHIN THE CITY OF BARSTOW IN ACCORDANCE WITH SECTION 42201(E) OF THE CALIFORNIA VEHICLE CODE

FOR THE HALLOWEEN TRUNK-OR-TREAT AND CHRISTMAS TREE LIGHTING EVENTS EXECUTIVE SUMMARY:

The City of Barstow is requesting approval of Resolution No. XXXX‑2026 authorizing temporary street closures for two upcoming community events:
• Halloween Trunk‑Or‑Treat - Wednesday, October 28, 2026 from 12:00 p.m. to 6:00 p.m. • Christmas Tree Lighting Ceremony - Friday, December 4, 2026, from 8:00 a.m. to 11:00 p.m.

The designated closure areas for both events include E. Mountain View Street, from Barstow Road to 2nd Avenue, and Belinda Avenue, north of the Police Department entry to E. Mountain View Street.

DISCUSSION:

The City of Barstow is preparing for two annual community events that require temporary street closures to ensure public safety and adequate space for event activities. • The Halloween Trunk-Or-Treat event is scheduled for Wednesday, October 28, 2026, with street closures in effect from 12:00 p.m. to 6:00 p.m.
• The Christmas Tree Lighting Ceremony will take place on Friday, December 4, 2026, with closures occurring from 8:00 a.m. to 11:00 p.m.

To accommodate these events, staff is requesting authorization for temporary street closures in accordance with Section 42201(E) of the California Vehicle Code. The specific street segments to be closed include E. Mountain View Street from Barstow Road to 2nd Avenue, as well as Belinda Avenue, north of the police department entrance to Mountain View Street. These closures are necessary to create a safe, controlled environment for pedestrians, participants, vendors, and event staff.

City staff will coordinate with the Victor Valley Transit Authority (VVTA) to facilitate appropriate bus route detours during the affected periods for both events. Detailed layout maps illustrating the closure areas for Trunk-Or-Treat and the Tree Lighting Ceremony have been provided as “Attachment B” to this staff report.

FISCAL IMPACT:

The temporary street closures associated with the Halloween Trunk-Or-Treat event on October 28, 2026, and the Christmas Tree Lighting Ceremony on December 4, 2026, are expected to have a minimal fiscal impact on the City. Costs will primarily consist of staff time for event setup, traffic control, placement and removal of barricades. These expenses are routine and budgeted within existing operational allocations for community events and public safety support. No additional appropriations are requested at this time.

RECOMMENDED ACTION:
17 Packet Pg. 197
Joint Meeting Council/BFPD
10/6/26 05:30 PM
Community Development
Amy Sanchez
Resolution
Doc ID: 6596

COUNCIL RESOLUTION
Staff recommends that the City Council:

1. Adopt Resolution No. XXXX‑2026 ("Attachment A") authorizing temporary street closures for the following events:
• Halloween Trunk‑Or‑Treat Event - Wednesday, October 28, 2026, from 12:00 p.m. to 6:00 p.m. in accordance with Section 42201(E) of the California Vehicle Code. • Christmas Tree Lighting Ceremony - Friday, December 4, 2026, from 8:00 a.m. to 11:00 p.m. in accordance with Section 42201(E) of the California Vehicle Code. • Approve the closure of E. Mountain View Street from Barstow Road to 2nd Avenue, and Belinda Avenue, north of the Police Department entry to E. Mountain View Street, for the aforementioned event dates and times.

2. Waive the full reading of Resolution No. XXXX-2026.
17 Packet Pg. 198

ATTACHMENT A
Resolution No. _____-2026
Street Closures
Trunk-or-Treat
Wednesday, October 28, 2026
12:00 p.m. to 6:00 p.m.

Christmas Tree Lighting Ceremony
Friday, December 4, 2026
8:00 a.m. to 11:00 p.m.

17.a
Packet Pg. 199 Attachment: COB ATTACHMENT A - Street Closure 10.6.26 (6596 : Approval of Temporary Street Closures for Upcoming City Events) Resolution No. -2026 1
RESOLUTION NO. XXXX-2026

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BARSTOW

TEMPORARILY CLOSING CERTAIN STREETS WITHIN THE CITY OF BARSTOW IN ACCORDANCE WITH SECTION 21101(E) OF THE CALIFORNIA VEHICLE CODE FOR THE CITY‑SPONSORED HALLOWEEN TRUNK‑OR‑TREAT EVENT AND

CHRISTMAS TREE LIGHTING CEREMONY
WHEREAS, California Vehicle Code Section 21101(e) authorizes the City Council to adopt regulations temporarily closing a portion of any street for celebrations, parades, local special events, and other purposes, when, in the opinion of the local authority having jurisdiction, such closure is necessary for the safety and protection of persons who are to use that portion of the street during the temporary closure; and WHEREAS, the City Council does hereby find that the temporary closure of certain streets within the City of Barstow for the Halloween Trunk‑Or‑Treat and Christmas Tree Lighting events is in the community interest; and
WHEREAS, the City Council of the City of Barstow, having considered all evidence, testimony, and related information presented in public at the regularly scheduled meeting of October 6, 2026, does hereby find as follows:

1. That the Halloween Trunk‑Or‑Treat and Christmas Tree Lighting events appeal to a broad segment of residents of the City of Barstow and do not primarily appeal to the members of any limited or special‑interest group.

2. That the Halloween Trunk‑Or‑Treat and Christmas Tree Lighting events do not discriminate against any person or group because of race, creed, color, sex, age, or national origin.

3. That the Halloween Trunk‑Or‑Treat and Christmas Tree Lighting events are not primarily of a religious or sectarian nature.

4. That participants in the Halloween Trunk‑Or‑Treat and Christmas Tree Lighting events represent a cross‑section of the general population of the City of Barstow and the greater Barstow area.

5. That the City of Barstow will derive no general fund benefit from the Halloween Trunk‑Or‑Treat and Christmas Tree Lighting events.

17.b
Packet Pg. 200 Attachment: Resolution XXXX-2026 - Street Closures (6596 : Approval of Temporary Street Closures for Upcoming City Events) Resolution No. -2026 2
NOW, THEREFORE, BE IT RESOLVED THAT:

1. The City Council of the City of Barstow hereby authorizes the closure of the following streets within the City of Barstow:

I. Wednesday, October 28th, 2026, from 12:00 p.m. to 6:00 p.m. a. Belinda Avenue, north of the Police Department entrance to East Mountain View Street.
b. East Mountain View Street, from Barstow Road to 2nd Avenue.

II. Friday, December 4th, 2026, from 8:00 a.m. to 11:00 p.m. a. Belinda Avenue, north of the Police Department entrance to East Mountain View Street.
b. East Mountain View Street, from Barstow Road to 2nd Avenue.

2. The City Council hereby conditions such closures upon the placement of adequate barricades, as approved by the City Manager, at those locations designated by the Chief of Police of the City of Barstow or their designated representative.

3. The City Council further conditions such closures upon the establishment of adequate detours by the Chief of Police to facilitate travel within the City.

4. The City Council hereby authorizes the Chief of Police and/or their designee to reopen such streets following completion of the events, but in no case later than 7:00 p.m. on Wednesday, October 28, 2026, and 11:30 p.m. on Friday, December 4, 2026.

PASSED, APPROVED, AND ADOPTED THIS 6
TH DAY OF OCTOBER 2026.
_______________________________
Tim Silva, Mayor
I, Andrea Flores, City Clerk of the City of Barstow, do hereby certify that the foregoing Resolution No. XXXX-2025 is the actual Resolution duly and regularly adopted by the City Council at a regular meeting on the 6
th day of October 2026, by the following vote:

AYES:

NOES:

ABSENT/VACANT:

ABSTAIN:
________________________________
Andrea Flores, City Clerk

17.b
Packet Pg. 201 Attachment: Resolution XXXX-2026 - Street Closures (6596 : Approval of Temporary Street Closures for Upcoming City Events)

ATTACHMENT B

DETAILED LAYOUT MAPS
Street Closures
Trunk-or-Treat
Wednesday, October 28, 2026
12:00 p.m. to 6:00 p.m.

Christmas Tree Lighting Ceremony
Friday, December 4, 2026
8:00 a.m. to 11:00 a.m.

17.c
Packet Pg. 202 Attachment: COB ATTACHMENT A - Street Closure Maps 10.6.26 (6596 : Approval of Temporary Street Closures for Upcoming City Events)

17.d
Packet Pg. 203 Attachment:

17.e
Packet Pg. 204 Attachment: Tree Lighting St Closure (6596 : Approval of Temporary Street Closures for Joint Meeting Council/BFPD
10/6/26 05:30 PM
City Clerk / Records
Andrea Flores
Other
Doc ID: 6593

AGENDA ITEM
AGENDA MATTER:

STREET AD HOC COMMITTEE UPCOMING VACANCIES/RE APPOINTMENTS EXECUTIVE SUMMARY:

On January 16, 2007, the Council adopted Resolution 4330-2007 establishing the Street Ad Hoc Committee, which had a sunset date of December 31, 2008. At the April 17, 2023 meeting, the Council renewed the Street Ad Hoc Committee's mandate for a period of five (5) years through April 17, 2028.

The terms of the three current community members expire on December 31, 2026. All three members have expressed interest in serving another term. Staff recommends that the City Council reappoint the existing members pursuant to Resolution 5121-2023 without initiating an application process.

The Street Ad Hoc Committee consists of two City Council members and three committee members selected by the City Council to advise the City Council about certain matters.

Resolution 5121-2023 amending the Street Ad Hoc Committee's mandate includes appointment and reappointment procedures for three committee members representing the districts of the Council Members who are currently not serving on the Street Ad Hoc Committee.

Current Members Date Appointed Term Expiration Date
Julie Hackbarth-McIntyre July 17, 2023 December 31, 2026 Monica Pequeño July 17, 2023 December 31, 2026
Ann Taylor July 17, 2023 December 31, 2026
DISCUSSION:

The terms of current Street Ad Hoc Committee members Julie Hackbarth-McIntyre, Monica Pequeño, and Ann Taylor expire on December 31, 2026. All three members have expressed interest in serving another term.

Section 3 of Resolution 5121-2023 states that the City Council may elect to publicize vacancies and receive applications from interested residents on a city-wide basis. It provides for the Council Members and Mayor, as applicable, who are not serving on the committee to nominate eligible appointees at-large, with appointments confirmed by a majority vote of the City Council. Section 4 allows appointment and reappointment for one or more terms coterminous with the appointing Council Member.

Staff recommends reappointing Julie Hackbarth-McIntyre, Monica Pequeño, and Ann Taylor without initiating an application process. Each reappointment must follow the nomination and confirmation procedures in Section 3, with the term coterminous with the appointing Council Member under Section 4.

Resolution 5121-2023 is attached for reference.

FISCAL IMPACT:
18 Packet Pg. 205
Joint Meeting Council/BFPD
10/6/26 05:30 PM
City Clerk / Records
Andrea Flores
Other
Doc ID: 6593

AGENDA ITEM
There is no financial impact for this item.

RECOMMENDED ACTION:

Approve the reappointment of Julie Hackbarth-McIntyre, Monica Pequeño, and Ann Taylor to the Street Ad Hoc Committee, following the nomination and majority-vote confirmation procedures in Section 3 of Resolution 5121-2023, without initiating an application process, for terms coterminous with their respective appointing Council Members pursuant to Section 4. 18 Packet Pg. 206

18.a
Packet Pg. 207 Attachment: RESO 5121-2023 AMENDING STREET HOC COMMITTEE (6593 : Street Ad Hoc Committee Upcoming Vacancies)

18.a
Packet Pg. 208 Attachment: RESO 5121-2023 AMENDING STREET HOC COMMITTEE (6593 : Street Ad Hoc Committee Upcoming Vacancies)

18.a
Packet Pg. 209 Attachment: RESO 5121-2023 AMENDING STREET HOC COMMITTEE (6593 : Street Ad Hoc Committee Upcoming Vacancies)

18.a
Packet Pg. 210 Attachment: RESO 5121-2023 AMENDING STREET HOC COMMITTEE (6593 : Street Ad Hoc Committee Upcoming Vacancies)

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Packet Pg. 211 Attachment: RESO 5121-2023 AMENDING STREET HOC COMMITTEE (6593 : Street Ad Hoc Committee Upcoming Vacancies) Joint Meeting Council/BFPD
10/6/26 05:30 PM
Planning Commission
Genesis Crank
Appointment
Doc ID: 6597

COUNCIL AGENDA ITEM
AGENDA MATTER:

PLANNING COMMISSION - NOTICE OF UPCOMING VACANCY
EXECUTIVE SUMMARY:

On December 31, 2026, one Planning Commission seat will become vacant as Commissioner JuanAntonio DeLucas’ term ends. Staff requests direction from the City Council regarding noticing and scheduling of prospective applicant interviews in order to fill the vacancy.

DISCUSSION:

On December 31, 2026, one seat on the Planning Commission will become vacant as a Planning Commissioner's term expires. Ordinance No. 1024-2024, introduced during a regular City Council meeting on July 15, 2024, and adopted on August 5, 2024, outlines the process for filling these Planning Commission vacancies.

According to the ordinance, staff must notify the City Council of any opening, and the City Council will instruct the City Clerk’s office to publicly advertise the vacancies. They will also set deadlines for application submissions and appoint two (2) Council Members to an Ad Hoc Selection Committee tasked with selecting an individual(s) to fill the vacancy(ies) on the Planning Commission.

The City Manager, or their designee, will assign a City Staff Member to assist the Ad Hoc Selection Committee. Any applicant recommended by the Committee for appointment or reappointment will be presented to the City Council for confirmation, requiring a majority vote for approval.

Staff will utilize social media, the City’s website, local radio stations, and the Daily Press to promote the application process for the Planning Commission vacancy. Staff requests that the Council establish the application submission period from October 19, 2026, to November 9, 2026, a tentative interview schedule for the week of November 16th, with recommendations to be presented to the City Council at the regularly scheduled meeting on December 1, 2026.

The current Planning Commissioner whose term is set to expire on December 31, 2026, can apply for reappointment during the application submission period, ensuring that all community members have an equal opportunity to participate in the process of filling the vacancy. Additionally, they may continue their service until they are reappointed, or their successor is appointed by the City Council, in accordance with the process outlined in Section 2.24.035.A.2.

FISCAL IMPACT:

None.

RECOMMENDED ACTION:

Staff recommends that the City Council:

1. Direct the City Clerk to publicly announce the opening on the Planning Commission and to 19 Packet Pg. 212
Joint Meeting Council/BFPD
10/6/26 05:30 PM
Planning Commission
Genesis Crank
Appointment
Doc ID: 6597

COUNCIL AGENDA ITEM
approve the application submission timelines specified in the Staff Report.

2. Designate two (2) Council members to participate in an Ad Hoc Selection Committee, which will have the specific and temporary duty of selecting a commissioner to fill the one (1) vacant position.

3. The City Council may provide alternative direction, if desired. 19 Packet Pg. 213
ORDINANCE NO. 1024-2024

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BARSTOW AMENDING CHAPTER 2.24 OF THE BARSTOW MUNICIPAL CODE

REGARDING THE PLANNING COMMISSION
The City Council of the City of Barstow ordains as follows:

SECTION 1. Municipal Code Amendment. Chapter 2.24 of the Municipal Code, entitled, "Planning Commission" is hereby revised to provide as follows with additions denoted in underline and deletions noted in strikethrough:

Sec. 2.24.010. Established.

A city planning commission of five members is established by appointment by the majority of the city council. No member of such planning commission shall hold any other office with the city.

Sec. 2.24.020. Term.

Planning commissioners shall be appointed and/or reappointed for one or more four-year terms. Commissioners may serve until their successors are appointed and qualified. In accordance with the process in Section 2.24.035.A.2, Commissioners may apply to be reappointed at the expiration of their term to ensure an equal opportunity for all community members to participate in the process to fill a vacancy.

Sec. 2.24.030. Vacancy.

If a permanent mid-term vacancy on the planning commission occurs by resignation, disqualification, removal by the city council, incapacitation, or death, such vacancy shall be filled by appointment pursuant to the provisions of sections 2.24.010 and 2.24.035 for the unexpired portion of the term.

Sec. 2.24.035. Appointment and reappointment procedures.

Members of the planning commission shall only be appointed after notification to the city council of any vacancy or the expiration of the term of any member. At the time of notification, the city council may elect to cause public notice of such vacancy or may elect to appoint a member.

A. Except where otherwise provided herein, the city council shall be notified of any vacancy in the planning commission. At the time of notification, the city council shall direct the clerk to publicly advertise the vacancy, establish timeframes for the submission of applications. and appoint two members of the city council to serve on an ad hoc selection committee formed for the temporary and limited purpose of selecting a commissioner to fill the vacancy. The City Manager. or designee. shall 365549.1

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Packet Pg. 214 Attachment: Ord. - 1024-2024 (6597 : Planning Commission Vacancy - 2026) determine which City staff shall support the ad hoc selection committee. Any applicant recommended by the selection committee for appointment or reappointment shall be referred to the city council for confirmation and appointment by a majority of the City Council.

8. However, ffi !n the event of an unscheduled vacancy, the council will comply with the process in Government Code § 5497 4 or applicable statute. If public notice is given, appointment or reappointment shall be made after the city council has given due consideration to all qualified applicants for appointment. Any applicant who fills an unscheduled vacancy requires confirmation and appointment by a majority of the City Council.

Sec. 2.24.040. Removal.

Any member or alternate member of the planning commission may be removed by a majority of the city council at the will and pleasure of such council.

Sec. 2.24.050. Meetings; notice.

The city planning commission hereby established shall hold not less than one meeting each calendar month unless cancelled by the City Manager or designee due to a lack of quorum. lack of commission business. or due to an emergency. The time, place, and date of regular meetings of the commission shall be set by resolution of the commission. Notice of a cancellation of a Commission meeting shall be made in accordance with the Commission regulations adopted by a resolution of the City Council. Special meetings may be called in as allowed by applicable law. the follmving manner:
(1) By action of the majority of the commission present at any regular meeting or special meeting thereof.
(2) By call of the chairperson to be delivered in writing through the United States mail, such notice to be postmarked not less than three days prior to the date of such called meeting.
(3) By the call of the chairperson, without such three day notice, provided a written waiver of notice signed by each member with the secretary before any action taken at the special meeting thus called shall become effective. ( 4) The secretary shall call a special meeting upon the written request of two or more members of the commission, the notice of such special meeting to be delivered by posting in the United States mail not less than three days preceding the date of such special meeting.

Sec. 2.24.060. Powers and duties.

The powers and duties of the city planning commission shall be those which are now, or which may hereafter be, prescribed by law together with such additional duties as may from time to time be assigned to it by the city council.

Ordinance No. 1024-2023 2

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Packet Pg. 215 Attachment: Ord. - 1024-2024 (6597 : Planning Commission Vacancy - 2026) Sec. 2.24.070. Procedures.

The procedures to be followed by the city planning commission in discharging its functic;ms shall be those which are now, or which may hereafter be, prescribed by law, Gf ordinance, or resolution adopted by the City Council. provided that in matters wherein procedures are not so prescribed, the city planning commission may by resolution adopt its own procedures.

Sec. 2.24.080. Council resolutions.

The city council from time to time by resolution may establish minimum qualifications for eligibility for appointment to the planning commission, provide for attendance at planning commission meetings legally set or called, and other provisions deemed by the council to be in the public interest. Any such resolutions in existence on the effective date of the ordinance codified in this section are hereby validated.

Sec. 2.24.090. Automatic adjournment.

In the event a quorum of the commission fails to appear at any regular, regular adjourned or legally called special meeting, the City Clerk, or designee. or secretary of the commission shall adjourn the meeting at the same hour and place on the next regularly scheduled planning commission meeting, or to a specific date and time.

SECTION 3. Severability. If any provision, section, paragraph, sentence or word of this Ordinance, or the application thereof to any person or circumstance, is rendered or declared invalid by any court of competent jurisdiction, the remaining provisions, Sections, paragraphs, sentences or words of this Ordinance, and their application to other persons or circumstances, shall not be affected thereby and shall remain in full force and effect and, to that end, the provisions of this Ordinance are severable.

SECTION 4. Effective Date. This ordinance shall take effect thirty days after adoption as provided by Government Code 36937. The City Clerk shall cause this Ordinance to be published in accordance with California Government Code Section 36933.

SECTION 5. Certification. The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause this Ordinance and her certification, together with proof of publication, to be entered in the Book of Ordinances of the City Council.

SECTION 6. CEQA. The City Council finds the adoption of this ordinance is exempt from review under the California Environmental Quality Act because it relates to an administrative matter. (CEQA Guidelines, 14 Cal. Code of Regulations, Section 5061(b)(3) and 15378(b)(5).

Ordinance No. 1024-2023 3

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Packet Pg. 216 Attachment: Ord. - 1024-2024 (6597 : Planning Commission Vacancy - 2026) PASSED, APPROVED AND ADOPTED this 5th day of August, 2024 , Dr. 8.A., Mayor
ATTEST:

APPROVED AS TO FORM:

Matthew Summers, City Attorney
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. 1024-2024, which was introduced at a regular meeting of the City Council of the City of Barstow held on the 15th day of July 2024, and adopted at the regular meeting of the City Council of the City of Barstow on the 5th day of August 2024, by the following vote:

AYES: COUNCIL MEMBERS HERNANDEZ, ROSE, MAYOR PRO TEM
NOBLE, AND MAYOR COURTNEY.

NOES: NONE
ABSTAIN: NONE
ABSENT: COUNCIL MEMBERS KRUSE.

Ordinance No. 1024-2023 4

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Packet Pg. 217 Attachment: Ord. - 1024-2024 (6597 : Planning Commission Vacancy - 2026) Joint Meeting Council/BFPD
10/6/26 05:30 PM
City Clerk / Records
Andrea Flores
Other
Doc ID: 6594

AGENDA ITEM
AGENDA MATTER:

MEASURE Q RESIDENT OVERSIGHT COMMISSION UPCOMING VACANCIES EXECUTIVE SUMMARY:

The Measure Q Resident Oversight Commission consists of five appointed members and reviews the City’s expenditure of revenues from the 1% Local Transactions and Use Tax on a quarterly basis. The Finance Department prepares an annual report of revenues and expenditures by department, including the Barstow Fire Protection District, and presents the report to the City Council as part of the annual budget process. Ordinance No. 963-2019 establishes the Commission’s membership requirements and appointment and reappointment procedures. Peggi Turner has expressed interest in continuing to serve in the District 1 position. Sonia Compton-Reay, the current at-large member, has been appointed to the City Council in lieu of election as the sole qualified candidate for District 1 and cannot serve on the Commission while holding Council office.

Current Members Date Appointed Term Expiration Date
Peggi Turner - District 1 April 23, 2021 December 31, 2026 Samantha Ryan - District 2 April 07, 2025 December 31, 2028 Ben Rosenberg - District 3 April 07, 2025 December 31, 2028 Darin Fikstad - District 4 April 07, 2025 December 31, 2028 Sonia Compton - Reay - At Large April 07, 2025 December 31, 2026 DISCUSSION:

Peggi Turner’s current term expires on December 31, 2026, and she has expressed interest in serving another term. Section 2.26.020 provides for appointment and reappointment to two-year terms beginning January 1 and ending December 31. Staff recommends reappointing Peggi Turner to the District 1 position for the term beginning January 1, 2027, and ending December 31, 2028.

Sonia Compton-Reay has been appointed to the City Council in lieu of election because she was the only qualified candidate for District 1. Section 2.26.010 states that no Commission member may hold any other office with the City. Accordingly, she cannot continue serving on the Commission upon assuming Council office, and an eligible replacement will be needed for the at-large position. The at-large position will become vacant when she assumes Council office, unless she resigns from the Commission earlier.

Section 2.26.030 provides that the City Council may elect to publicize Commission vacancies and receive applications from interested residents city-wide. Alternatively, the Mayor may request nominations from Council Members for eligible district appointees, with the Mayor nominating an eligible appointee residing anywhere in the City for the at-large position. A majority vote of the City Council confirms each appointment. Staff recommends using the nomination and confirmation process to reappoint Peggi Turner without opening recruitment for the District 1 position.

Staff recommends initiating recruitment for the at-large position only. Applicants must reside in the City of 20 Packet Pg. 218
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10/6/26 05:30 PM
City Clerk / Records
Andrea Flores
Other
Doc ID: 6594

AGENDA ITEM
Barstow and may not hold another office with the City. The City Council may establish the application deadline and appointment schedule. If the seat becomes vacant before the current term expires, Council may fill the remainder of that term and appoint the replacement to the subsequent two-year term beginning January 1, 2027, and ending December 31, 2028.

The City Clerk will publicize the at-large vacancy through the Daily Press, the City’s website and Measure Q page, and social media. Applications will also be available at the front counter of City Hall.

For your reference, Ordinance No. 963-2019 is attached.

FISCAL IMPACT:

There is no financial impact for this item.

RECOMMENDED ACTION:

Staff recommends that the City Council:

1. Reappoint Peggi Turner to the District 1 position on the Measure Q Resident Oversight Commission for a two-year term beginning January 1, 2027, and ending December 31, 2028, through the nomination and majority-vote confirmation process in Section 2.26.030, without initiating recruitment for that position; and

2. Direct the City Clerk to publicize and accept applications for the at-large position that Sonia ComptonReay cannot continue to hold upon assuming City Council office, with the application deadline and appointment schedule established by the City Council.
20 Packet Pg. 219

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Packet Pg. 220 Attachment: ORD_963-2019_Measure_Q__with_Clarified_Term_Limits (6594 : Measure Q Resident Oversight Commission Upcoming

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Packet Pg. 221 Attachment: ORD_963-2019_Measure_Q__with_Clarified_Term_Limits (6594 : Measure Q Resident Oversight Commission Upcoming

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Packet Pg. 222 Attachment: ORD_963-2019_Measure_Q__with_Clarified_Term_Limits (6594 : Measure Q Resident Oversight Commission Upcoming Joint Meeting Council/BFPD
10/6/26 05:30 PM
City Manager Department
Rochelle Clayton
Resolution
Doc ID: 6610

AGENDA ITEM
AGENDA MATTER:

APPROVAL OF AGREEMENT WITH THE COUNTY OF SAN BERNARDINO AND THE RELATED

RESOLUTIONS FOR THE TRANSFER OF PROPERTY TAX REVENUES ASSOCIATED WITH THE

ANNEXATION OF LAND FROM THE JURISDICTIONS OF SAN BERNARDINO COUNTY AND SAN

BERNARDINO COUNTY FIRE PROTECTION DISTRICT INTO THE CITY OF BARSTOW AND

BARSTOW FIRE PROTECTION DISTRICT, AS SPECIFIED BY THE LOCAL AREA FORMATION

COMMISSION (LAFCO)
EXECUTIVE SUMMARY:

Staff recommends that the City Council adopt two resolutions approving the final negotiated exchange of property tax revenues associated with LAFCO 3280 and LAFCO 3281 for the Barstow International Gateway ("BIG") Project. Each resolution would repeal and replace a previously adopted City resolutions to reflect the final terms negotiated among the San Bernardino County (County), San Bernardino County Fire Protection District (SBCFPD), the City of Barstow (City), and Barstow Fire Protection District (BFPD), as applicable, pursuant to Revenue and Taxation Code section 99.

DISCUSSION:

In June 2026, the City Council approved the Barstow International Gateway Project, including certification of the City of Barstow General Plan and Barstow International Gateway Project Environmental Impact Report (EIR), and approved applications for LAFCO reorganization for Action Area A and Action Area B.

As part of the BIG approvals, the City Council adopted Resolution No. 5274-2026 for Action Area A and Resolution No. 5275-2026 for Action Area B, authorizing preliminary property tax exchange terms for the proposed LAFCO reorganizations.

Following further negotiations among the City, County, and affected special districts, the parties have reached final agreement regarding the exchange of property tax revenues required by Revenue and Taxation Code section 99. The proposed resolutions repeal and replace the earlier resolutions with the final negotiated terms. Although Odessa Water District’s jurisdiction is affected by LAFCO 3280 and LAFCO 3281, it collects no property taxes, so it is not included in the proposed resolutions.

Property Tax Transfer Calculation
For jurisdictional changes processed through LAFCO, the County calculates the property tax transfer to determine the share of property tax revenue the affected city will receive following the jurisdictional change. The County’s methodology recognizes the city’s historical property tax share, accounts for property tax associated with services affected by the annexation, and divides the remaining property tax impact equally between the County and the City.

The calculation works as follows:

1. Determine the property tax revenue generated by the affected area. The Assessor establishes the assessed value, and the Auditor-Controller determines the property tax revenue and existing distribution within each Tax Rate Area (TRA). 21 Packet Pg. 223
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City Manager Department
Rochelle Clayton
Resolution
Doc ID: 6610

AGENDA ITEM

2. Determine the city’s historical property tax share. The percentage of property tax revenue received by the city within its Major TRA is applied to the property tax revenue generated within the area being annexed. This establishes the amount the city would generally have received if the area had historically been within its boundaries.

3. Account for property tax associated with affected services. Property tax currently allocated to special districts whose services are affected by the jurisdictional change is identified and deducted from the city’s historical share before the remaining amount is divided. Typically, the related property tax follows the service being transferred; however, the affected agencies may negotiate a different allocation.

4. Split the remaining amount between the County and city. After deducting the property tax associated with the affected services, the remaining historical share is generally divided equally between the County General Fund and the city.

LAFCO 3280
LAFCO 3280 (formerly Action Area A) includes annexation of territory to the City, BFPD, and Odessa Water District, together with related detachments from SBCFPD and County Service Area 70. Under the negotiated agreement, the City and County will each receive fifty percent (50%) of the County property tax base allocation and future incremental growth attributable to the affected territory.

The resolution also approves a separate Property Tax Revenue Sharing Agreement among the City, County, SBCFPD, and BFPD addressing fire district property taxes within Tax Rate Areas 056-062 and 056-104. Under that agreement, property tax revenue currently allocated to SBCFPD within those tax rate areas, including future increment, will continue to be allocated to SBCFPD following annexation of the territory to BFPD.

TABLE 1 - ANNEXATION 3280 CALCULATION
21 Packet Pg. 224
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City Manager Department
Rochelle Clayton
Resolution
Doc ID: 6610

AGENDA ITEM
LAFCO 3281
LAFCO 3281 (formerly LAFCO Action Area B) includes the annexation of County territory into the City of Barstow and the Odessa Water District, together with detachment from County Service Area 70. Under the negotiated agreement, the City and County will each receive fifty percent (50%) of the County property tax base allocation and future incremental growth attributable to the affected territory.

TABLE 2 - ANNEXATION 3281 CALCULATION
21 Packet Pg. 225
Joint Meeting Council/BFPD
10/6/26 05:30 PM
City Manager Department
Rochelle Clayton
Resolution
Doc ID: 6610

AGENDA ITEM
CEQA
On June 2, 2026, the City Council certified the City of Barstow General Plan and Barstow International Gateway Project Environmental Impact Report and adopted all required CEQA findings. The LAFCO reorganizations for LAFCO 3280 and LAFCO 3280, and related entitlements, were contemplated as part of the BIG Project approvals and were evaluated in the certified EIR. The proposed property tax exchange resolutions implement those previously approved reorganizations, and no additional environmental review is required under CEQA.
21 Packet Pg. 226
Joint Meeting Council/BFPD
10/6/26 05:30 PM
City Manager Department
Rochelle Clayton
Resolution
Doc ID: 6610

AGENDA ITEM

ATTACHMENTS

1. Attachment 1 - Resolution No. [____] Amending No. 5274-2026 and approving the property tax revenue exchange and Property Tax Revenue Sharing Agreement for LAFCO 3280 a. Resolution Exhibit A: Property tax transfer calculations for LAFCO 3280

2. Attachment 2 - Agreement - LAFCO 3280 Property Tax Revenue Sharing Agreement among the City, County, SBCFPD, and BFPD
a. Agreement Exhibit B: Property Tax Revenue Sharing Agreement among the City, County, SBCFPD, and BFPD

3. Attachment 3 - Resolution No. [____] Amending No. 5275-2026 and approving the property tax revenue exchange for LAFCO 3281
a. Resolution Exhibit C: Fire District Property Tax Revenue Transfer Methodology for LAFCO 3280
FISCAL IMPACT:

Fiscal Impact results in an increase of Property Tax Revenues that are currently within the jurisdiction of San Bernardino County. With no development improvements, the current amount is $4,653 for LAFCO 3280 and $604 for LAFCO 3281.

RECOMMENDED ACTION:

Staff recommends that the City Council, sitting as itself and as the governing body for the Barstow Fire Protection District:

1. Adopt Resolution No. [____] Repealing Resolution No. 5274-2026 and Approving the Negotiated Exchange of Property Tax Revenues and Related Property Tax Revenue Sharing Agreement for LAFCO 3280 Associated with the Barstow International Gateway Project;

2. Adopt Resolution No. [____] Repealing Resolution No. 5275-2026 and Approving the Negotiated Exchange of Property Tax Revenues for LAFCO 3281 Associated with the Barstow International Gateway Project;

3. Authorize the City Manager, acting as City Manager and as General Manager of BFPD, to execute the Fire District Property Tax Revenue Sharing Agreement and related implementation documents for LAFCO 3280, subject to approval as to form by the City Attorney; and

4. Direct the City Clerk to transmit certified copies of the adopted resolutions and related agreements to the County of San Bernardino and the San Bernardino County Local Agency Formation Commission.
21 Packet Pg. 227
ATTACHMENT 1

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Packet Pg. 228 Attachment: 1. ATTACHMENT 1 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO Annexation) RESOLUTION NO. 2026-

A JOINT RESOLUTION OF THE BARSTOW CITY COUNCIL AND BOARD

OF DIRECTORS OF THE BARSTOW FIRE PROTECTION DISTRICT
AMENDING AND RESTATING RESOLUTION NO. 5274-2026;

DETERMINING THE AMOUNT OF PROPERTY TAX REVENUES TO BE

EXCHANGED BETWEEN AND AMONG SAN BERNARDINO COUNTY, THE

SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, THE CITY OF

BARSTOW, AND THE BARSTOW FIRE PROTECTION DISTRICT

RESULTING FROM THE JURISDICTIONAL CHANGE DESCRIBED BY
LAFCO 3280; AND MAKING APPROPRIATE FINDINGS UNDER THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT
WHEREAS, pursuant to Section 99 of the Revenue and Taxation Code, prior to the issuance of a Certificate of Filing by the Local Agency Formation Commission (LAFCO) Executive Officer, the governing bodies of all local agencies whose service responsibilities will be altered by change of organization shall negotiate and determine by resolution the amount of property tax revenues to be exchanged between and among such local agencies; and
WHEREAS, except as provided in Section 99.01 of the Revenue and Taxation Code, in the event that a jurisdictional change would affect the service area or service responsibility of one or more special districts, the San Bernardino County (County) Board of Supervisors (Board of Supervisors) shall, on behalf of all special districts, negotiate any exchange of property tax revenues; and WHEREAS, the Board of Supervisors and Barstow City Council (City Council) has determined the amount of property tax revenues to be exchanged as a result of the following jurisdictional change due to the Barstow International Gateway Project: reorganization to include annexation to the City of Barstow (City); annexation to the Barstow Fire Protection District (BFPD) and Odessa Water District; detachment from the County Fire Protection District, its North Desert Service Zone, and its Zone FP-5; and detachment from County Service Area 70; and
WHEREAS, on June 2, 2026, the City Council, sitting as itself and as the governing body for the BFPD, adopted Resolution No. 5274-2026, which authorized principal terms for the exchange of property tax revenue between the City and County upon the annexation of County territory described in LAFCO 3280; and
WHEREAS, the City and BFPD desire to amend and restate Resolution No. 5274-2026 in its entirety to reflect final negotiated terms of the parties; and WHEREAS, the City Council, sitting as itself and as the governing body for the BFPD, and the Board of Supervisors intend that the resolutions separately adopted by each governing body, which contain identical terms, together constitute the agreement between the City and the County for the exchange of property tax revenue under Section 99 of the Revenue and Taxation Code, and that no separate written agreement is required, except as provided herein; and WHEREAS, the allocation of property taxes for tax rate areas 056-062 and 056-104 attributable to the annexation of San Bernardino County Fire Protection District (SBCFPD) to BFPD shall be governed by the Property Tax Revenue Sharing Agreement among the City, the County, SBCFPD, and BFPD, attached hereto as Exhibit "B"; and
WHEREAS, while the Odessa Water District’s jurisdiction is affected by LAFCO 3280, it collects no property taxes, so it is not included in this Resolution; and

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Packet Pg. 229 Attachment: 1.0 - RES A -CAO-LAFCO 3280 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO NOW, THEREFORE, the City Council of the City of Barstow, sitting as itself and as the Board of Directors for the Barstow Fire Protection District does hereby find, resolve, and order as follows:

SECTION 1. The above set forth recitals are true and correct and incorporated herein by reference, as if set forth herein in full.

SECTION 2. The negotiated exchange of property tax revenue between and among the City of Barstow (City), San Bernardino County (County), the San Bernardino County Fire Protection District (SBCFPD), and the Barstow Fire Protection District (BFPD), resulting from the above-described jurisdictional change, is approved and accepted as follows:

A. Upon annexation of County territory described in LAFCO 3280 to the City, the City and County shall divide the property tax revenue for affected tax rate areas using the County methodology generally used since 1980. This methodology recognizes the City's historical property tax share and accounts for the property tax associated with services affected by the reorganization. After subtracting the property taxes shifted from the BFPD back to the SBCFPD, as described in Section 2.B, the remaining historical property tax share shall be divided fifty percent (50%) to the City and fifty percent (50%) to the County of the 1% property tax revenue within TRA 056-003, and comparable percentage for tax rate areas 056-062, 056-070, 056-097, 056-104, and 056-108, as shown in Exhibit "A." This allocation shall apply to both the base allocation and incremental growth. Exhibit "A" is attached hereto and incorporated herein by this reference.

B. Pursuant to Section 99 of the Revenue and Taxation Code, prior to the issuance of a Certificate of Filing by the Local Agency Formation Commission Executive Officer, the governing bodies of all local agencies whose service responsibilities will be altered by change of organization shall negotiate and determine by resolution the amount of property tax revenues to be exchanged between and among such local agencies.

C. Except as provided in Section 99.01 of the Revenue and Taxation Code, in the event that a jurisdictional change would affect the service area or service responsibility of one or more special districts, the Board of Supervisors shall, on behalf of all special districts, negotiate any exchange of property tax revenues.

LAFCO 3280 – REORGANIZATION TO INCLUDE ANNEXATIONS TO THE CITY OF BARSTOW,

BARSTOW FIRE PROTECTION DISTRICT, AND ODESSA WATER DISTRICT, AND

DETACHMENTS FROM THE SAN BERNARDINO COUNTY FIRE PROTECTION DISTRICT, ITS NORTH DESERT SERVICE ZONE, AND ITS ZONE FP-5, AND COUNTY SERVICE AREA 70 (AREA A)
SECTION 3. Resolution No. 5274-2026 is hereby amended and restated in its entirety by this Resolution. From and after the effective date of this Resolution, this Resolution shall govern the exchange of property tax revenue between the City, County, SBCFPD, and BFPD for the territory described in LAFCO 3280, and Resolution No. 5274-2026 shall have no further force or effect except as to any actions taken under it before the effective date of this Resolution. Any reference in any agreement, document, or action of the City or BFPD to Resolution No. 5274-2026 shall be deemed a reference to this Resolution.

SECTION 4. The City Council certified the City of Barstow General Plan and Barstow International Gateway Project Environmental Impact Report for the City General Plan Update and Development Project (State Clearinghouse No. 2024020501), and adopted CEQA Findings on Impacts and Mitigation Measures, a Statement of Overriding Considerations and a Mitigation, Monitoring and Reporting Program, by Resolution No. 5256-2026, incorporated herein by this reference as if set forth

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Packet Pg. 230 Attachment: 1.0 - RES A -CAO-LAFCO 3280 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO in full. The City Council hereby finds that the actions approved by this Resolution are within the scope of the General Plan Update and Development Project analyzed in the certified EIR, that the certified EIR adequately describes the environmental impacts of such actions for the purposes of CEQA, and that no additional environmental review is required.

SECTION 5. The Clerk shall certify the adoption of this Resolution and its attachments and shall cause a certified copy to be transmitted to the Executive Officer of the San Bernardino County Local Agency Formation Commission and Clerk of the Board of the San Bernardino County Board of Supervisors.

SECTION 6. If any provision, section, subsection, paragraph, sentence, clause, or word of this Resolution, or the application thereof to any person or circumstance, is rendered or declared invalid or unenforceable by any court of competent jurisdiction, the remaining provisions, sections, subsections, paragraphs, sentences, clauses, or words of this Resolution, and their application to other persons or circumstances, shall not be affected thereby and shall remain in full force and effect and, to that end, the provisions of this Resolution are severable.

SECTION 7. This Resolution shall take effect immediately upon adoption.

PASSED, APPROVED AND ADOPTED this 6
th day of October, 2026.
__________________________________
Timothy Silva, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________ _______________________
Andrea Flores Andrew L. Jared
City Clerk City Attorney
__________________________________
Timothy Silva, Chair
Barstow Fire Protection District
ATTEST: APPROVED AS TO FORM:
_______________________ _______________________
Andrea Flores Andrew L. Jared
District Clerk District General Counsel

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Packet Pg. 231 Attachment: 1.0 - RES A -CAO-LAFCO 3280 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO Certification:

I, Andrea Flores, City Clerk of the City of Barstow, California, and ex-officio Clerk of the City Council and the Barstow Fire Protection District Board, do hereby certify under penalty of perjury that the foregoing is a true and correct copy of Resolution No. ___________, which was adopted by the City Council and District Board at a regular meeting held on October 6, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Andrea Flores, City Clerk & Board Clerk
Deputy

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Packet Pg. 232 Attachment: 1.0 - RES A -CAO-LAFCO 3280 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO City of Barstow Percent of TRA: 9.03751%
TAX RATE AREA 056-003 056-062 056-070
Assessed Value $ 1,257,358 $ 8,634,195 $ -
RDA Increment $ - $ - $ -
Net Value After RDA / TRA Frozen Base $ 1,257,358 $ 8,634,195 $ - Tax Revenue $ 12,574 $ 86,342 $ -
Change In
Base Year
2027-28
Change In
Base Year
2027-28
Change In
Base Year
2027-28

TRANSFER FROM
COUNTY GENERAL FUND $ (440) $ (3,025) $ -
SAN BDNO CNTY FIRE ADMIN $ - $ (2,699) $ -
TOTAL TRANSFERS FROM $ (440) $ (5,724) $ -

TRANSFER TO
CITY OF BARSTOW $ 440 $ 3,025 $ -
BARSTOW FIRE PROTECTION DISTRICT $ - $ 2,699 $ -
TOTAL TRANSFERS TO $ 440 $ 5,724 $ -
-0.07006084
LAFCO 3280
Reorganization to Include Annexation to the City of Barstow, Barstow Fire Protection District, and Odessa Water District, and Detachments from the San Bernardino County Fire District, its North Dessert Service Area Zone, and its Zone FP-5, and County Service Area 70 (Area A)

EXHIBIT A

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Packet Pg. 233 Attachment: 1.a - EXH A -CAO-LAFCO 3280 - 10-2-26 (6610 : Agreement with the County of San City of Barstow Percent of TRA: 9.03751%

TAX RATE AREA
Assessed Value
RDA Increment
Net Value After RDA / TRA Frozen Base
Tax Revenue

TRANSFER FROM

COUNTY GENERAL FUND

SAN BDNO CNTY FIRE ADMIN

TOTAL TRANSFERS FROM

TRANSFER TO

CITY OF BARSTOW

BARSTOW FIRE PROTECTION DISTRICT

TOTAL TRANSFERS TO
056-097 056-104 056-108 GRAND TOTAL
$ 3,391,284 $ - $ - $ 13,282,837
$ - $ - $ - $ -
$ 3,391,284 $ - $ - $ 13,282,837
$ 33,913 $ - $ - $ 132,828
Change In
Base Year
2027-28
Change In
Base Year
2027-28
Change In
Base Year
2027-28 TOTAL
$ (1,188) $ - $ - $ (4,653)
$ - $ - $ - $ (2,699)
$ (1,188) $ - $ - $ (7,352)
$ 1,188 $ - $ - $ 4,653
$ - $ - $ - $ 2,699
$ 1,188 $ - $ - $ 7,352
LAFCO 3280
Reorganization to Include Annexation to the City of Barstow, Barstow Fire Protection District, and Odessa Water District, and Detachments from the San Bernardino County Fire District, its North Dessert Service Area Zone, and its Zone FP-5, and County Service Area 70 (Area A)

EXHIBIT A

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Packet Pg. 234 Attachment: 1.a - EXH A -CAO-LAFCO 3280 - 10-2-26 (6610 : Agreement with the County of San ATTACHMENT 2

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Packet Pg. 235 Attachment: 2. ATTACHMENT 2 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO Annexation) 1 PROPERTY TAX REVENUE SHARING AGREEMENT BETWEEN SAN

BERNARDINO COUNTY, SAN BERNARDINO COUNTY FIRE PROTECTION

DISTRICT, CITY OF BARSTOW AND THE BARSTOW FIRE PROTECTION DISTRICT RELATED TO PROPERTY TAX SHARING FOR LAFCO 3280
WHEREAS, the City of Barstow (City) has filed an application with the Local Agency Formation Commission for San Bernardino County (LAFCO) for reorganization related to the Barstow International Gateway Project (BIG Project) identified as LAFCO 3280; WHEREAS, the reorganization includes annexations to the City, Barstow Fire Protection District (BFPD), and Odessa Water District, and detachments from the San Bernardino County Fire Protection District (SBCFPD), its North Desert Service Zone and its Zone FP5, and County Service Area (CSA) 70; WHEREAS, The overall reorganization area for LAFCO 3280 encompasses approximately 2,702 acres. The area proposed for annexation to the City and Odessa Water District and detachment from CSA 70 is approximately 2,686 acres, and the area proposed for annexation to BFPD and detachment from SBCFPD, its North Desert Service Zone, and its Zone FP-5 is approximately 2,609 acres; WHEREAS, Chief Dan Munsey from SBCFPD and Rochelle Clayton, City Manager and BFPD General Manager, previous signed a “Joint Letter of Understanding re TaxAllocation Agreement for the BIG Project Annexation (Barstow, CA)” (Letter of Understanding);
WHEREAS, the Letter of Understanding stated SBCFPD, City and BFPD agree that SBCFPD shall continue to receive the fire-service share of property tax, including future increases, as more fully described in this Agreement for the area of the BIG Project to be annexed into the City and BFPD, to allow SBCFPD to provide comprehensive fire, rescue, emergency medical, and specialized incident-response services for the area surrounding the annexed area, and mutual aid within the annexed area; WHEREAS, an amount equal to the fire-service share of property tax currently allocated to SBCFPD from Tax Rate Areas 056-062 and 056-104 (or their successor tax rate areas as assigned by the California State Board of Equalization pursuant to its Tax Rate Area Change Notice), to be transferred to SBCFPD by BFPD following reorganization, notwithstanding that such allocation shall transfer to BFPD by operation of Revenue and Taxation Code Section 99, as more fully described in this Agreement, in recognition of SBCFPD’s continuing obligation to provide services in the BIG Project area; WHEREAS, as a term and condition of the reorganization, San Bernardino County (County), the SBCFPD, City and BFPD shall enter into an agreement which directs the Auditor/Controller/Treasurer/Tax Collector for the County to transfer property tax as described in Exhibit B; and

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Packet Pg. 236 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 2 WHEREAS, the County, SBCFPD, City and BFPD now desire to enter into the Agreement regarding the property tax revenue sharing related to SBCFPD resulting from the reorganization related to the BIG Project.

NOW, THEREFORE, the County, SBCFPD, City and BFPD hereby agree as follows:

1. Recitals

1.1 The recitals set forth above are true and correct and are incorporated herein.

2. Definitions

2.1 Agreement: This Agreement between the County, SBCFPD, CITY and BFPD.

2.2 ATC: Auditor/Controller/Treasurer/Tax Collector for San Bernardino County.

2.3 GTL: General Tax Levy.

2.4 Legacy TRAs: Tax Rate Areas 056-062 and 056-104, which identify the SBCFPD property tax allocation existing within the affected territory immediately prior to the reorganization under LAFCO 3280.

2.5 Property Tax Transfer Resolutions: The San Bernardino County Board of Supervisors Resolution and the Barstow City Council Resolution identifying the property tax revenue amounts that would be transferred as a result of the jurisdictional change related to LAFCO 3280. This is separate from the property tax revenue sharing addressed in this Agreement.

2.6 Revenue Sharing Transfer: The contractual transfer, pursuant to this Agreement, from BFPD to SBCFPD of the property tax revenue calculated pursuant to Section 3 of this Agreement and Exhibit B.

2.7 SBCFPD Legacy Allocation Percentage: The property tax allocation percentage attributable to SBCFPD within each Legacy TRA immediately prior to completion of LAFCO 3280.

2.8 Successor TRA(s): The tax rate areas established by the State Board of Equalization for the affected territory corresponding to the Legacy TRAs following completion of LAFCO 3280.

2.9 TRA: Tax Rate Area.

3. Property Tax Allocation

3.1 The parties agree that regardless of anything contrary included in the Property Tax Transfer Resolutions, the property tax revenue that is currently apportioned to SBCFPD for the BIG Project area that will be annexed into the City and BFPD under LAFCO 3280, shall continue to be provided to SBCFPD, upon the annexation of the area into the City and BFPD.

3.2 BFPD agrees that the property tax revenue attributable to the former SBCFPD allocation, as identified and calculated pursuant to Exhibit B shall be transferred to SBCFPD in accordance with this Agreement.

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Packet Pg. 237 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 3 3.3 Following issuance of the State Board of Equalization TRA Change Notice, ATC shall identify the Successor TRA(s) corresponding to the affected portions of Legacy TRAs 056-062 and 056-104. The Legacy TRA numbers and applicable SBCFPD Legacy Allocation Percentage shall be used to establish the prereorganization property tax share subject to this Agreement. Thereafter, ongoing administration of the Revenue Sharing Transfer shall be based on the applicable Successor TRA(s) and the applicable transfer percentages identified in the Revenue Transfer Schedule in Exhibit B.

3.4 For each applicable Successor TRA, ATC shall apply the SBCFPD property tax allocation percentage in effect immediately prior to the reorganization for the corresponding affected territory, as set forth in Exhibit B, to the property tax revenue allocated to BFPD for that Successor TRA. The resulting amount shall be transferred from BFPD to SBCFPD.

3.5 Notwithstanding the foregoing, ATC shall implement the applicable property tax revenue transfer and allocation adjustments beginning with the roll year identified in the applicable State Board of Equalization Tax Rate Area Change Notice or other official BOE action. No property tax revenue transfer or allocation adjustment shall be implemented in the middle of an established roll year. If the effective date of the annexation occurs before the beginning of the applicable roll year, any funding intended to cover the interim period shall be addressed separately by the parties and shall not require ATC to reopen or adjust an established roll year.

3.6 Exhibit B shall identify the SBCFPD Legacy Allocation Percentage for each Legacy TRA, the corresponding Successor TRA(s), and the Property Tax Revenue components included in or excluded from the Revenue Sharing Transfer, including current-year 1% GTL, prior-year 1% GTL, supplemental revenue, and penalties and interest associated with the 1% GTL. Exhibit B shall also set forth the methodology ATC will use to calculate, track, and administer the Revenue Sharing Transfer. Any annual revenue amounts shown are for reference only and do not establish a fixed transfer amount.

3.7 ATC may establish or modify administrative accounts or sub-accounts as necessary to separately track the applicable Successor TRA(s) and administer this Agreement, provided that such administrative changes do not alter the transfer percentage or revenue-sharing methodology established by this Agreement.

3.8 The Revenue Sharing Transfer shall continue to apply to the property tax revenue attributable to the applicable Successor TRA(s) in accordance with the revenue components and methodology specified in Exhibit B, unless modified by written agreement of the parties.

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Packet Pg. 238 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 4 4. Term

4.1 This Agreement is permanent to provide a sustainable funding source for SBCFPD as a result of the reorganization under the related LAFCO actions.

5. Potential Future Jurisdictional Reorganization

5.1 The parties agree that should there be future additional jurisdictional reorganizations, the parties agree to meet to discuss the impact of the jurisdictional changes. The meeting may be requested by any party to this Agreement.

6. Indemnification

6.1 County and SBCFPD agrees to indemnify, defend (with counsel approved by the City and BFPD) and hold harmless the City and BFPD and their officers, employees, agents, volunteers from any and all claims, actions or losses, damages, and/or liability resulting from the County and/or SBCFPD’s negligent acts or omissions which arise from the County and/or SBCFPD’s performance of its obligations under this Agreement.

6.2 City and BFPD agree to indemnify, defend (with counsel approved by County and SBCFPD) and hold harmless the County and SBCFPD and their officers, employees, agents and volunteers from any and all claims, actions, losses, damages and/or liability resulting from the City and/or BFPD’s negligent acts or omissions which arise from the City and/or BFPD’s performance of its obligations under this Agreement.

6.3 In the event the County, SBCFPD, City and/or BFPD are found to be comparatively at fault for any claim, action, loss or damage which results from their respective obligations under the Agreement, the County, SBCFPD, City and/or BFPD shall indemnify the other to the extent of its comparative fault.

Furthermore, if the County, SBCFPD, City and/or BFPD attempt to seek recovery from the other for Workers’ Compensation benefits paid to an employee, the County, SBCFPD, City and/or BFPD agree that any alleged negligence of the employee shall not be construed against the employer of that employee.

7. Notice

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Packet Pg. 239 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 5 7.1 Any notice to be given pursuant to this Agreement shall be deemed fully given when made in writing and either served personally or deposited in the United State mail, postage prepaid and addressed as follows:

If to San Bernardino County:

County Chief Financial Officer
385 N. Arrowhead Avenue, 4th Floor
San Bernardino, CA 92415
If to Auditor-Controller/Treasurer/Tax Collector
268 W. Hospitality Lane, 4th Floor
San Bernardino, CA 92415
If to San Bernardino County Fire Protection District:

Fire Chief
598 S. Tippecanoe Ave.

San Bernardino, CA 92408
If to City of Barstow
City Manager
220 East Mountain View St., Suite A
Barstow, CA 92311
If to Barstow Fire Protection District
Fire Chief
220 East Mountain View St., Suite A
Barstow, CA 92311
Each party shall notify the other within ten business days of any change in the above addresses or personnel titles.

8. Amendments and Modifications.

8.1 The parties agree that any alterations, variations, modifications, or waivers of the provisions of this Agreement, shall be valid only when reduced to writing and executed by the person(s) authorized to do so on behalf of each of the parties.

9. Agreement Assignability

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Packet Pg. 240 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 6 9.1 Without the prior written consent of all parties, the Agreement is not assignable by any party, either in whole or in part.

10.Attorney’s Fees and Costs

10.1 If any legal action is instituted to enforce any parties’ rights hereunder, each party shall bear its own costs and attorney’s fees, regardless of who is the prevailing party. This paragraph shall not apply to those costs and attorney’s fees directly arising from a third-party legal action against a party hereto and payable under the indemnification requirements.

11.Choice of Law and Venue

11.1 This Agreement shall be governed by and construed according to the laws of the State of California.

11.2 The parties acknowledge and agree that this Agreement was entered into and intended to be performed in San Bernardino County, California. The parties agree that the venue of any action or claim brought by any party to this Agreement will be the Superior Court of California, San Bernardino County, San Bernardino District. Each party hereby waives any law or rule of the court, which would allow them to request or demand a change of venue. If any action or claim concerning this Agreement is brought by any third party and filed in another venue, the parties hereto agree to use their best efforts to obtain a change of venue to the Superior Court of California, San Bernardino County, San Bernardino District.

12.Entire Agreement

12.1 This Agreement, including all Exhibits and other attachments, which are attached hereto and incorporated by reference, and other documents incorporated herein, represents the final, complete and exclusive agreement between the parties hereto. Any prior agreement, promises, negotiations or representations relating to the subject matter of this Agreement not expressly set forth herein are of no force or effect. This Agreement is executed without reliance upon any promise, warranty or representation by any party or any representative of any party other than those expressly contained herein. Each party has carefully read this Agreement and signs the same of its own free will.

13.Execution of Agreement

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Packet Pg. 241 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 7 13.1 This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute one and the same Agreement. The parties shall be entitledto signandtransmitanelectronic signatureofthisAgreement(whether by facsimile, PDF or other mail transmission), which signature shall be binding on the party whose name is contained therein. Each party providing an electronic signature agrees to promptly execute and deliver to the other party an original signed Agreement upon request.

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Packet Pg. 242 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the 8 IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its respective duly authorized officers, on its behalf.

BARSTOW FIRE PROTECTION DISTRICT
By: ____________________________________
Name/Title
Dated: ____________________________

CITY OF BARSTOW
By: ____________________________________
Rochelle Clayton, District Manager
Dated: ____________________________

SAN BERNARDINO COUNTY FIRE

PROTECTION DISTRICT
____________________________________
Dawn Rowe, Chair, Board of Directors
Dated: ____________________________

SIGNED AND CERTIFIED THAT A COPY OF THIS

DOCUMENT HAS BEEN DELIVERED TO THE

CHAIRMAN OF THE BOARD
Lynna Monell, Secretary
By _________________________
Deputy

SAN BERNARDINO COUNTY
____________________________________
Dawn Rowe, Chair, Board of Supervisors
Dated: ____________________________

SIGNED AND CERTIFIED THAT A COPY OF THIS

DOCUMENT HAS BEEN DELIVERED TO THE

CHAIRMAN OF THE BOARD
Lynna Monell
Clerk of the Board of Supervisors
San Bernardino County
By _________________________
Deputy

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Packet Pg. 243 Attachment: 2.0 - Property Tax Revenue Sharing Agreement - clean version (6610 : Agreement with the County of San Bernardino and the Exhibit B | LAFCO 3280 | Property Tax Revenue Transfer Methodology

EXHIBIT B

PROPERTY TAX REVENUE TRANSFER METHODOLOGY
LAFCO 3280 - Barstow International Gateway Project

1. Purpose
This Exhibit establishes the property tax revenue components, transfer percentage, Successor Tax Rate Area (TRA) mapping, and methodology the Auditor/Controller/Treasurer/Tax Collector (ATC) will use to calculate, track, and administer the Revenue Sharing Transfer under the Agreement.

2. Scope and Legacy TRAs
LAFCO 3280 includes six (6) existing TRAs: 056-003, 056-062, 056-070, 056-097, 056-104, and 056-108. Of these, only Legacy TRAs 056-062 and 056-104 currently include an SBCFPD property tax allocation. Those Legacy TRAs identify the pre-reorganization property tax share subject to the Revenue Sharing Transfer. The other four TRAs do not include an existing SBCFPD fire-service property tax allocation and are not subject to the pass-through.

After completion of LAFCO 3280, the State Board of Equalization (BOE) will establish new City of Barstow TRA number(s). The Legacy TRA numbers will be used to establish the pre-reorganization SBCFPD share, while ongoing administration will be based on the corresponding Successor TRA(s).

3. Revenue Transfer Schedule
Complete the percentage, successor TRA mapping, and reference revenue fields before implementation.

Legacy TRA SBCFPD Legacy
Allocation % Successor TRA(s)
BFPD Tracking
Account (to be created
by ATC)
056-062 3.126209% To be assigned by BOE VF001-GA002
056-104 3.125646% To be assigned by BOE VF001-GA002
SBCFPD Legacy Allocation Percentage. The property tax allocation percentage attributable to SBCFPD within each Legacy TRA immediately prior to completion of LAFCO 3280. The percentage shown above establishes the Revenue Sharing Transfer percentage for the corresponding Successor TRA(s), subject to the Agreement.

Reference revenue. Any annual revenue amount shown in this Exhibit is informational only and does not establish a fixed annual transfer amount.

4. Property Tax Revenue Components
The following table defines which Property Tax Revenue components are included from the Revenue Sharing Transfer.

Property Tax Revenue Component
Current-year 1% GTL
Prior-year 1% GTL and related adjustments
Supplemental Revenue (Current/Prior)
Direct Charges associated with FP-5 are excluded in this transfer and will cease upon completion of the detachment of FP-5 from the area.

Penalties and Interest associated with the applicable 1% GTL property tax revenue are also included in the Revenue Sharing Transfer and will be transferred to SBCFPD in accordance with the methodology established in this Exhibit.

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Packet Pg. 244 Attachment: 2.a - EXH B - SBCFPD-BFPD-Revenue Transfer - clean version (6610 : Agreement with the County of San Bernardino and the Exhibit B | LAFCO 3280 | Property Tax Revenue Transfer Methodology

5. ATC Administration Methodology
A. LAFCO completion. LAFCO completes the reorganization, including the detachment from SBCFPD and annexation to BFPD.

B. BOE successor TRA identification. Following issuance of the BOE Tax Rate Area Change Notice, ATC will identify the Successor TRA(s) corresponding to the affected portions of Legacy TRAs 056- 062 and 056-104.

C. Transfer percentage established. ATC will use the SBCFPD Legacy Allocation Percentage listed in the Revenue Transfer Schedule for each Legacy TRA as the transfer percentage applicable to the corresponding Successor TRA(s), as provided in the Agreement.

D. Sub-account setup. ATC will separately assign the applicable Successor TRA(s) to BFPD subaccount VF001-GA002 for administration of the Revenue Sharing Transfer. Other BFPD TRAs will remain under the applicable BFPD account structure.

E. Revenue calculation and pass-through. For each Property Tax Revenue component identified in Section 4 of this Exhibit B, ATC will apply the applicable transfer percentage to the revenue allocated to the corresponding Successor TRA(s). The resulting amount will be transferred from BFPD to SBCFPD through the automated revenue transfer.

F. Ongoing tracking. ATC will administer the Revenue Sharing Transfer using the Successor TRA(s), the applicable transfer percentage, and the included revenue components identified in this Exhibit B.

Actual transfer amounts will vary with the revenue generated and distributed for those Successor TRA(s).

6. Changes Affecting Future Administration
If a future jurisdictional change affects the Successor TRA(s), transfer percentage, or Property Tax Revenue components, the parties shall provide ATC with revised written direction consistent with the Agreement before ATC changes the automated transfer setup. Until then, ATC will continue to administer the Revenue Sharing Transfer using the then-current Successor TRA mapping, transfer percentage, and revenue components reflected in this Exhibit.

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Packet Pg. 245 Attachment: 2.a - EXH B - SBCFPD-BFPD-Revenue Transfer - clean version (6610 : Agreement with the County of San Bernardino and the Exhibit B | LAFCO 3280 | Property Tax Revenue Transfer Methodology

7. How the Revenue Moves
Operational summary: Legacy TRAs establish the original SBCFPD share; Successor TRA(s) provide the ongoing tracking basis; included revenue components are transferred using the applicable Revenue Sharing Transfer percentage.

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Packet Pg. 246 Attachment: 2.a - EXH B - SBCFPD-BFPD-Revenue Transfer - clean version (6610 : Agreement with the County of San Bernardino and the ATTACHMENT 3

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Packet Pg. 247 Attachment: 3. ATTACHMENT 3 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO Annexation) RESOLUTION NO. 2026-

A RESOLUTION OF THE BARSTOW CITY COUNCIL AMENDING AND
RESTATING RESOLUTION NO. 5275-2026; DETERMINING THE

AMOUNT OF PROPERTY TAX REVENUES TO BE EXCHANGED

BETWEEN SAN BERNARDINO COUNTY AND THE CITY OF

BARSTOW, RESULTING FROM THE JURISDICTIONAL CHANGE
DESCRIBED BY LAFCO 3281; AND MAKING APPROPRIATE

FINDINGS UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY
ACT
WHEREAS, pursuant to Section 99 of the Revenue and Taxation Code, prior to the issuance of a Certificate of Filing by the Local Agency Formation Commission (LAFCO) Executive Officer, the governing bodies of all local agencies whose service responsibilities will be altered by change of organization shall negotiate and determine by resolution the amount of property tax revenues to be exchanged between and among such local agencies; and
WHEREAS, except as provided in Section 99.01 of the Revenue and Taxation Code, in the event that a jurisdictional change would affect the service area or service responsibility of one or more special districts, the San Bernardino County (County) Board of Supervisors (Board of Supervisors) shall, on behalf of all special districts, negotiate any exchange of property tax revenues; and WHEREAS, the Board of Supervisors and the Barstow City Council (City Council) have determined the amount of property tax revenues to be exchanged as a result of the following jurisdictional change associated with the Barstow International Gateway Project: reorganization to include annexation to the City of Barstow; annexation to the Odessa Water District; detachment from County Service Area 70; and
WHEREAS, on June 2, 2026, the City Council adopted Resolution No. 5275-2026, which authorized principal terms for the exchange of property tax revenue between the City and County upon the annexation of County territory described in LAFCO 3281; and WHEREAS, the City desires to amend and restate Resolution No. 5275-2026 in its entirety to reflect final negotiated terms of the parties; and
WHEREAS, the City Council and the Board of Supervisors intend that the resolutions separately adopted by each governing body, which contain identical terms, together constitute the agreement between the City and the County for the exchange of property tax revenue under Section 99 of the Revenue and Taxation Code, and that no separate written agreement is required; and WHEREAS, while the Odessa Water District’s jurisdiction is affected by LAFCO 3281, it collects no property taxes, so it is not included in this Resolution; and NOW, THEREFORE, the City Council of the City of Barstow does hereby find, resolve, and order as follows:

SECTION 1. The above set forth recitals are true and correct and incorporated herein by reference, as if set forth herein in full.

SECTION 2. The negotiated exchange of property tax revenue between the City of Barstow (City) and San Bernardino County (County), attached hereto as Exhibit “C” and incorporated herein by reference, resulting from the above-described jurisdictional change, is approved and accepted as follows:

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Packet Pg. 248 Attachment: 3.0 - RES C-CAO-LAFCO 3281 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO A. Upon annexation of County territory described in LAFCO 3281 to the City, the City and County shall divide property tax revenue for affected tax rate areas using the County methodology generally used since 1980. This methodology recognizes the City's historical property tax share and accounts for the property tax associated with services affected by the reorganization. The historical property tax share shall be divided fifty percent (50%) to the City and fifty percent (50%) to the County of the 1% property tax revenue within TRA 056-003, as shown in Exhibit "C" as the attachment to this Resolution. This allocation shall apply to both the base allocation and incremental growth. Exhibit "C" is attached hereto and incorporated herein by this reference.

B. For purposes of this subsection, these definitions shall apply: (1) “base allocation” shall mean the assessed valuation applicable to property and improvements within the area being annexed at the time the application for annexation was submitted to the LAFCO; (2) “incremental growth” shall mean the total increase or decrease in the property tax base over the Base Year within the annexed area; and (3) “base year” shall mean the assessed valuation applicable to the property and improvements within the area being annexed at the time the application for annexation is submitted to LAFCO.

C. Pursuant to Section 99 of the Revenue and Taxation Code, prior to the issuance of a Certificate of Filing by the Local Agency Formation Commission Executive Officer, the governing bodies of all local agencies whose service responsibilities will be altered by change of organization shall negotiate and determine by resolution the amount of property tax revenues to be exchanged between and among such local agencies.

D. Except as provided in Section 99.01 of the Revenue and Taxation Code, in the event that a jurisdictional change would affect the service area or service responsibility of one or more special districts, the Board of Supervisors shall, on behalf of all special districts, negotiate any exchange of property tax revenues.

LAFCO 3281 – REORGANIZATION TO INCLUDE ANNEXATIONS TO THE CITY OF BARSTOW AND ODESSA WATER DISTRICT, AND DETACHMENT FROM COUNTY SERVICE AREA 70 (AREA B)
SECTION 3. The negotiated exchange of property tax revenue between the City of Barstow and San Bernardino County, attached hereto as Exhibit “C” and incorporated herein by reference, resulting from the above-described jurisdictional change, is approved and accepted.

A. The annual tax increment generated in the area subject to the jurisdictional change and attributable to the local agencies whose service area or service responsibilities will be altered by the proposed jurisdictional change shall be allocated in future years pursuant to the provisions of Section 98 of the Revenue and Taxation Code.

SECTION 4. Resolution No. 5275-2026 is hereby amended and restated in its entirety by this Resolution. From and after the effective date of this Resolution, this Resolution shall govern the exchange of property tax revenue between the City and County for the territory described in LAFCO 3281, and Resolution No. 5275-2026 shall have no further force or effect except as to any actions taken under it before the effective date of this Resolution. Any reference in any agreement, document, or action of the City to Resolution No. 5275-2026 shall be deemed a reference to this Resolution.

SECTION 5. The City Council certified the City of Barstow General Plan and Barstow International Gateway Project Environmental Impact Report for the City General Plan Update and Development Project (State Clearinghouse No. 2024020501), and adopted CEQA Findings on Impacts and Mitigation Measures, a Statement of Overriding Considerations and a Mitigation, Monitoring and Reporting Program, by Resolution No. 5256-2026, incorporated herein by this reference as if set forth in full. The City Council hereby finds that the actions approved by this Resolution are within the scope

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Packet Pg. 249 Attachment: 3.0 - RES C-CAO-LAFCO 3281 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO of the General Plan Update and Development Project analyzed in the certified EIR, that the certified EIR adequately describes the environmental impacts of such actions for the purposes of CEQA, and that no additional environmental review is required.

SECTION 6. The Clerk shall certify the adoption of this Resolution and its attachments and shall cause a certified copy to be transmitted to the Executive Officer of the San Bernardino County Local Agency Formation Commission and Clerk of the Board of the San Bernardino County Board of Supervisors.

SECTION 7. If any provision, section, subsection, paragraph, sentence, clause, or word of this Resolution, or the application thereof to any person or circumstance, is rendered or declared invalid or unenforceable by any court of competent jurisdiction, the remaining provisions, sections, subsections, paragraphs, sentences, clauses, or words of this Resolution, and their application to other persons or circumstances, shall not be affected thereby and shall remain in full force and effect and, to that end, the provisions of this Resolution are severable.

SECTION 8. This Resolution shall take effect immediately upon adoption.

PASSED, APPROVED AND ADOPTED this 6
th day of October, 2026.
__________________________________
Timothy Silva, Mayor
ATTEST: APPROVED AS TO FORM:
_______________________ _______________________
Andrea Flores Andrew L. Jared
City Clerk City Attorney
Certification:

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Packet Pg. 250 Attachment: 3.0 - RES C-CAO-LAFCO 3281 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO I, Andrea Flores, City Clerk of 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 Resolution No. ___________, which was adopted by the City Council at a regular meeting held on October 6, 2026, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
________________________________
Andrea Flores, City Clerk
Deputy

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Packet Pg. 251 Attachment: 3.0 - RES C-CAO-LAFCO 3281 (6610 : Agreement with the County of San Bernardino and the Related Resolutions for LAFCO City of Barstow Percent of TRA: 9.03751%
TAX RATE AREA 056-003 GRAND TOTAL
Assessed Value $ 1,329,420 $ 1,329,420
RDA Increment $ - $ -
Net Value After RDA / TRA Frozen Base $ 1,329,420 $ 1,329,420 Tax Revenue $ 13,294 $ 13,294
Change In
Base Year
2027-28 TOTAL

TRANSFER FROM
COUNTY GENERAL FUND $ (601) $ (601)
TOTAL TRANSFERS FROM $ (601) $ (601)

TRANSFER TO
CITY OF BARSTOW $ 601 $ 601
TOTAL TRANSFERS TO $ 601 $ 601

0.0903751
LAFCO 3281
Reorganization to Include Annexations to the City of Barstow and Odessa Water District, and Detachment from County Service Area 70 (Area B).

EXHIBIT C

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Packet Pg. 252 Attachment: 3.a - EXH C -CAO-LAFCO 3281 - 10-2-26 (6610 : Agreement with the County of San