Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services
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 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 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 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.
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 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 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 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.
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.
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 Professional Services Agreement
(City of Barstow / Placeworks, Inc.)
Professional Services Agreement — Consultant Services
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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 Professional Services Agreement
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Professional Services Agreement — Consultant Services
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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.
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 Professional Services Agreement
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Professional Services Agreement — Consultant Services
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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 Professional Services Agreement
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Professional Services Agreement — Consultant Services
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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 Professional Services Agreement
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Professional Services Agreement — Consultant Services
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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)
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: __________________________
“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 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.
“EXHIBIT B”
APPROVED FEE SCHEDULE
Table 1. PlaceWorks 2026 Standard Fee Schedule