Professional Services Agreement
City of Barstow / PlaceWorks, Inc.
11158.0001 455232.2 Page 1 of 8
AMENDMENT No. 4 TO PROFESSIONAL SERVICES AGREEMENT
(City of Barstow and PlaceWorks, Inc.)
This Amendment No. 4 (“Amendment”) to Professional Services Agreement is made on this 6
th
day of October, 2026 at Barstow, California, by and between the City of Barstow, a municipal corporation (“City”) and PlaceWorks, Inc. 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 (“Consultant”).
This Amendment modifies the Amended and Restated Agreement between the City and the Consultant dated June 4, 2024 (“Agreement”) in the following fashion:
A. City and Consultant desire to amend Section 3.1 of the Agreement as follows, with underline denoting additions and strikethrough denoting deletions:
3.1 “Scope of Services” means such professional services as set forth in “Exhibit A” and “Exhibit A-1”, and fully incorporated herein by this reference.
B. City and Consultant desire to amend Section 3.2 of the Agreement as follows, with underline denoting additions and strikethrough denoting deletions:
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 “Exhibit B-1” and fully incorporated herein by this reference. This fee schedule shall remain in effect for the duration of this Agreement unless modified in writing by mutual agreement of the parties.
C. City and Consultant desire to amend Section 5.2 of the Agreement as follows, with underline denoting additions and strikethrough denoting deletions:
5.2 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, excluding those attributable to Task 4.3, 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 Professional Services Agreement
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proceeding, when the remaining work on such assignments would exceed the maximum amount payable above.
As of the effective date of Amendment No. 4, City and Contractor may execute a "Task Order" whenever City desires to contract for services under Task 4.3, as specified in the Scope of Services.
Each Task Order shall detail the specific services needed, the project name and any assigned internal tracking number (as applicable), any not-to-exceed amount, the applicable fees in accordance with the Approved Fee Schedule in Exhibit B-1, and the time for Contractor to complete the services. Each Task Order shall be attached to this Agreement as a sequentially-numbered subexhibit to “Exhibit C" (e.g., Exhibit "C-1," Exhibit "C-2," etc.) and thereby incorporated by this reference. Contractor shall only perform services under this Agreement for Task 4.3 pursuant to a Task Order approved and executed by the City Manager.
Contractor 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 for a matter, shall be incorporated by written amendment to the applicable Task Order or this Agreement.
D. City and Consultant desire to amend Section 6.2 of the Agreement as follows, with underline denoting additions and strikethrough denoting deletions:
6.2 The maximum compensation amount for all services under the Amended and Restated Agreement is $2,677,940 – comprised of:
1. The original contract amount of $600,000 in October 2022;
2. The Amended and Restated Agreement of $1,543,500 in June 2024, which replaced the original contract and included an augment of $943,500;
3. Amendment No. 1, not-to-exceed amount $1,786,251, augment of $242,751 in March 2025;
4. Amendment No. 2, not-to-exceed amount $2,113,686, augment of $327,435 in July 2025;
5. Amendment No. 3, not-to-exceed amount $2,563,940, augment of $450,254 in December 2025;
6. This Amendment No. 4, not-to-exceed $2,672,940, which:
(a) Ratifies $109,000 for additional services necessary to complete the final production, adoption, and legal
documentation for the General Plan Environmental Impact Report, and Barstow International Gateway (BIG) project, as described in and support implementation following
adoption of the General Plan, BIG, and related
Professional Services Agreement
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entitlements in Exhibit A-1; and
(b) Adds the on-call scope of work in Exhibit A-1, at the rates in the Approved Fee Schedule, Exhibit B-1 for
implementation of actions, mitigation measures, policies, and approved development projects in connection with
BIG and the General Plan. This Scope of Work is
authorized as an on-call amount. Tasks related to BIG
Project will be reimbursed by the developer, BNSF
Railway Company.
The maximum compensation amount for all services under this Amended and Restated Agreement is $1,543,500 – comprised of the original maximum amount of $900,000 and an augmented additional maximum compensation amount of $643,000. Additional payments to Consultant will require future appropriations from the City.
E. City and Consultant desire to amend Section 6.3 of the Agreement as follows, with underline denoting additions and strikethrough denoting deletions:
6.3 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. 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 (excluding Task
4.3), 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.
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F. The City and Consultant desire to amend the Scope of Services to include such professional services as set forth in Exhibit A-1, attached hereto and incorporated by this reference. Exhibit A-1 shall be in addition to the professional services set forth in Exhibit A.
G. The City and Consultant desire to amend the Approved Fee Schedule to include such rates as set forth in Exhibit B-1, attached hereto and incorporated by this reference. Exhibit B-1 shall be in addition to the Approved Fee Schedule set forth in Exhibit B.
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below. “City”
City of Barstow
By:
______________________________
Rochelle Clayton, City Manager
Date: _______________
Attest:
By:
______________________________
Andrea Flores, City Clerk
Date: _______________
Approved as to form:
By:
______________________________
Andrew L. Jared, City Attorney
Date: _______________
“Consultant”
PLACEWORKS, Inc.
By:____________________________
Mark Teague, Managing Principal
Date: __________________
Professional Services Agreement
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EXHIBIT A-1
SCOPE OF SERVICES
This amendment request summarizes the additional budget needed to cover work conducted between May and September 2026 to complete final production, adoption, and legal documentation for the General Plan, Environmental Impact Report (EIR), and BIG Project, and to authorize continued implementation assistance going forward. By April, much of the remaining budget had been expended to support the release and comprehensive distribution of final versions of the General Plan, BIG Specific Plan, and Environmental Impact Report for public review. Direction from the City and BNSF indicated that substantial additional effort was needed to move the overall effort successfully through adoption while helping insulate the City from legal challenge.
PlaceWorks coordinated with the City of the need for additional funds before conducting the additional work and received direction to continue work in order to avoid slowing a process operating under a critical deadline. The total requested augment related to the preparation of the General Plan and EIR is $109,000, of which $97,015 is attributable to BNSF. PlaceWorks has also included a request for authorization to assist in post-adoption implementation efforts, with the amount of effort determined by the City on an on-call basis.
Requested Augment related to the Preparation of the General Plan and EIR Task 3.3 General Plan Update: $11,985 (100% City). After adoption of the General Plan, PlaceWorks prepared final versions of final documents and all GIS data suitable for the City documentation and integration into its municipal system. This included removal of potentially duplicative draft data, generating metadata, and creating map packages.
Task 5.6 Environmental Analysis: $6,365 (100% BNSF). Following adoption hearings, PlaceWorks provided additional assistance in the fortification of the CEQA administrative record and website support to ensure compliance with legal requirements established through Section 149 Certification.
Task 7.1 Public Hearings: $77,665 (100% BNSF). In advance of the May 16th Planning Commission hearing, the City and BSNF indicated that further resources would be needed to prepare for, conduct, and participate in the May 16th Planning Commission hearing and the June 2nd City Council hearing. The additional work consisted of extensive coordination and production of responses to public comments, website support, and inperson support at the public hearings.
Task 8.1. Project Management: $10,670 (100% BNSF). Additional meeting and coordination time was and continues to be to finalize steps associated with various LAFCO-related processes and potential litigation.
Reimbursable: $2,315 (100% BNSF). To support the adoption hearings and maximize participation by decision makers and the public, additional reimbursables were required, including audio/visual equipment and interpretation services.
Requested Augment related to the Implementation of the General Plan and EIR Task 4.3. Post-Adoption Implementation (City % and BNSF % TBD): PlaceWorks will Professional Services Agreement
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assist the City with implementation of actions, mitigation measures, policies, and approved development projects in connection with BIG and the General Plan. In relation to BIG, a key objective will be to maintain a clear connection between City approvals and subsequent implementation activities and to provide an organized record of project requirements, decisions, and compliance. The following bullets provide a list of potential services.
Review and organize approved plans, development agreements, conditions of approval, environmental documents, mitigation measures, and other governing documents.
Establish or maintain an implementation matrix to track submittal review, responsible parties, timing, status, and documentation of compliance. Assist the City in determining whether proposed modifications are consistent with existing approvals or require additional discretionary review or environmental analysis.
Track significant decisions, commitments, outstanding issues, and followup actions, and maintain documentation sufficient to support continuity and the administrative record.
Assist with Development Code amendments, procedures, guidelines, programs, and other implementing actions identified by the General Plan. Supplement City staff as needed for timely content management of the City website.
Services will be provided on a time-and-materials basis in accordance with our standard PlaceWorks fee schedule (see Approved Fee Schedule, Exhibit B) and within the not-toexceed 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, records of action, and issues requiring City direction.
In conducting services under this task, 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.
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11158.0001 455232.2 Page 7 of 8
Review and organize approved plans, development agreements, conditions of approval, environmental documents, mitigation measures, and other governing documents.
Establish or maintain an implementation matrix to track submittal review, responsible parties, timing, status, and documentation of compliance.
Assist the City in determining whether proposed modifications are consistent with existing approvals or require additional discretionary review or environmental analysis.
Track significant decisions, commitments, outstanding issues, and follow-up actions, and maintain documentation sufficient to support continuity and the administrative record.
Assist with Development Code amendments, procedures,
guidelines, programs, and other implementing actions identified by the General Plan.
Supplement City staff as needed for timely content management of the City website.
Services will be provided on a time-and-materials basis in accordance with our standard PlaceWorks fee schedule (see Approved Fee Schedule, Exhibit B) 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, records of action, and issues requiring City direction.
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EXHIBIT B-1
Table 1. PlaceWorks 2026 Standard Fee Schedule