Revisions — Victorville City Council, April 5, 2022

Revision to Agenda Item #20
Subject: Wellness Center - Agreement with Urban Bloc
Revisions were made to the Staff Report and Attachment A. The revisions also include the addition of a new Attachment C. Please see below for the changes.

Staff Report Changes:

To account for the potential cost of sales tax, the not to exceed amount of the agreement with Urban Bloc has been increased from $1,200,021.00 to $1,300,602.00. The revised recommendation shall read:

That the Honorable City Council approve a Services Provider Agreement with Urban Bloc, Inc., for modular bathrooms for the Victorville Wellness Center in an amount not to exceed $1,300,602.00 and authorize the City Attorney to make non-substantive revisions to the agreement.

The staff report also notes the Victorville Municipal Code Section 2.28.100(b)(2) that allows sole source procurement and refers to the completed sole source justification form as Attachment C.

Attachment A Changes:

Updated amounts in the Scope of Services and Payment Schedule of Exhibit A to reflect an amount not to exceed $1,300,602.00.

Attachment C Addition:

The completed sole source justification form has been included as Attachment C.

Item Number: {{item.number}}
City Council / Board of Directors
Written Communication(s)
Meeting of: April 5, 2022
Submitted By:

Brian Gengler, City Engineer

Subject:

Wellness Center - Agreement with Urban Bloc
Recommendation:

Fiscal Impact:

This action will result in a fiscal impact of $1,300,602.00. An additional appropriation is not required. Funds for these services were budgeted with the Victorville Wellness Center Project. There are sufficient funds available in the budget to cover the capital expenses of this agreement. Please refer to the budget account number, funding source and budget amount shown below.

Account Funding Source Amount
2700011-52300-97063 Homekey Grant $28,004,058.00
Background:

On January 18, 2022, City Council approved an additional appropriation of Homekey Round 2 funds, in the amount of $28,004,058.00 and increased the not to exceed amount of the agreement with CMC Architects and Engineers to $814,172.80 for the design of the Wellness Center Project. On March 15, 2022, City Council approved a Consultant/Professional Services Provider Agreement for the Wellness Center Project construction management with Pacifica Services, Inc., in an amount not to exceed $2,373,601.00. On March 15, 2022, a Phase 1 construction contract was awarded to Angeles Contractors, Inc. in the amount $4,827,947.76.
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Discussion:

The Wellness Center Project will include a non-congregate design of 46 modular housing buildings with 110 separate units allowing a minimum capacity of 170 beds. In-suite bathrooms will be provided within 14 of the 46 shelter modulars. The remaining shelter units that do not have in-suite bathrooms will be situated around a total of five communal modular bathroom buildings. Refer to the Site Plan within Attachment B for a visual of the building layouts.

Staff evaluated modular manufacturers to select durable products that would be suitable for the high foot traffic of the Wellness Center. Urban Bloc is a commercial modular manufacturer and dealer. Their products include modular bathrooms which include toilets, sinks and showers. The proprietary building system utilized is compliant with California codes for commercial modular units. Urban Bloc units were selected by staff due to their durable and modular design. Urban Bloc’s modular bathrooms have been utilized in a variety of high foot traffic locations, including an interim housing facility for the homeless in Mountain View, CA, which was primarily funded by a Homekey Round 1 grant.

In accordance with Victorville Municipal Code Section 2.28.100(b)(2), staff has identified Urban Bloc as a sole source. The completed sole source justification form is attached to this staff report as Attachment C. These five matching modular bathroom units are currently available from one source at this time. The justification for utilizing Urban Bloc as a sole source includes the following:
 The vendor can meet the manufacturing deadline to meet the completion of construction deadline for the Wellness Center Project;
 The vendor has pre-permits with California Housing and Community Development (HCD) which will expedite the required approval by HCD; and  The modular bathroom units meet the design and function needed within the Wellness Center campus.

To meet the construction completion date established by the State, it is critical that the modular bathroom manufacturing process be started as soon as possible. The manufacturing time is currently estimated to be six months, which will enable the City to meet the completion of construction deadline, which is December 15, 2022.

Urban Bloc submitted a scope of work and pricing for the modular bathroom units which have been reviewed by City staff and CMC Architects and Engineers. Some sections of the City’s Standard Service Provider Agreement have been revised based on comments from staff, the City Attorney’s office and Urban Bloc. The agreement has been reviewed by staff, the Deputy City Attorney and Urban Bloc’s legal counsel, and is in final form.

Staff recommends that the Honorable City Council approve the Services Provider Agreement with Urban Bloc, Inc., for five modular bathrooms for the Victorville Wellness Center in an amount not to exceed $1,300,602.00.

Staff remains available for any questions the Board or Council may have. 2 5
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Attachments: A. Services Provider Agreement with Urban Bloc B. Graphics (Vicinity Map, Site Plan, Floor Plan, Building Elevations, and Urban Bloc Brochure)
C. Sole Source Justification Form
Item #20 Revised

ATTACHMENT A
Services Provider Agreement with Urban Bloc
1 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22)

GENERAL SERVICES PROVIDER STANDARD AGREEMENT

BY AND BETWEEN

THE CITY OF VICTORVILLE
AND
URBANBLOC INC.

FOR

FURNISH AND DELIVER BATHROOM MODULAR BUILDINGS
PROJECT NUMBER #ESC22-109
T
HIS GENERAL SERVICES PROVIDER STANDARD AGREEMENT dated April 5, 2022 for reference purposes only (hereinafter the “ Agreement”), is made and entered into by and between the City of Victorville, a municipal corporation and charter city located in the County of San Bernardino, State of California, hereinafter referred to as the “City”, and URBANBLOC INC., a California corporation and a COMMERCIAL MODULAR MANUFACTURER, hereinafter referred to as “Service Provider.” City and Service Provider are sometimes hereinafter referred to individually as a “Party” and collectively referred to as the “Parties.” RE
CITALS:

W
HEREAS, the City requires BATHROOM AND SHOWER MODULES manufactured by Service Provider for use in the City’s Wellness Center project, which project will provide interim housing and related services to the City’s unhoused population (the “Project”); and W
HEREAS, Service Provider is regularly engaged in the business of the off -site manufacture and fabrication of BATHROOM AND SHOWER MODULES, and by virtue of its experience is qualified to provide the modules required by the City; and W
HEREAS, in light of the facts set forth above, the City desires to retain the services of Service Provider to provide, on an independent contractor basis, FIVE PERMITTED, FACTORY- BUILT BATHROOM/SHOWER MODULES FOR THE WELLNESS CENTER PROJECT; and NO

W THEREFORE, IN CONSIDERATION OF THE COVENANTS, CONDITIONS, AND

PROMISES CONTAINED HEREIN AND FOR SUCH OTHER GOOD AND VALUABLE

CONSIDERATION, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES HERETO AGREE AS FOLLOWS:

Section 1. RECITALS
The
Recitals set forth above are true and correct and are hereby incorporated into this Agreement by this reference, as though set forth fully herein.

Section 2. SCOPE OF SERVICES Provide five CA State -permitted bathroom shower modules that meet specifications required for the Project
S
ervice Provider shall provide to the City those services set forth in the Scope of Services, attached hereto as Exhibit “A” , and incorporated as part of this Agreement by this reference, subject to the provisions of Section 31 of this Agreement. 2 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) Section 3. COMPENSATION
The City shall pay a total amount not to exceed ONE MILLION, THREE HUNDRED THOUSAND SIX HUNDRED TWO DOLLARS ($1,300,602.00) for the services rendered by Service Provider pursuant to this Agreement, subject to the provisions of Section 4 and Section 31 of this Agreement.

Section 4. FEE SCHEDULE
The C
ity shall pay Service Provider as provided in the Fee Schedule, attached hereto as Exhibit “A” and incorporated as part of this Agreement by this reference, subject to the provisions of Sections 4 and 31 of this Agreement. The provisions of Exhibit “A” notwithstanding, in order to receive payments, Service Provider shall be required to submit to City monthly invoices detailing all services performed. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Service Provider’s invoice.

Section 5. HOMEKEY PROGRAM REQUIREMENTS.
a. Ser
vice Provider has been advised and acknowledges that the Project is being funded with Homekey Program Round 2 Grant Funding (the “Program”). b. In
the performance of this Agreement, Service Provider agrees to comply with all applicable requirements of said Program, including, but not limited to, the following:
(1) T
itle VI of the Civil Rights Act of 1964, which prohibits recipients of federal financial assistance from excluding from a program or activity, denying benefits of, or otherwise discriminating against a person on the basis of race, color, or national origin (42 U.S.C. § 2000d et seq.), as implemented by the U.S. Department of the Treasury’s Title VI regulations, 31 CFR Part 22, which are herein incorporated by reference and made a part of this Agreement. Title VI also includes protection to persons with “Limited English Proficiency” in any program or activity receiving federal financial assistance, 42 U.S.C. § 2000d et seq., as implemented by the U.S.

Department of the Treasury’s Title VI regulations, 31 CFR Part 22, and herein incorporated by reference and made a part of this Agreement.
(2) The Fai
r Housing Act, Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.); Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794); the Age Discrimination Act of 1975, as amended (42 U.S.C. § 6101 et seq .); and Title II of the Americans with Disabilities Act of 1990, as amended (42 U.S.C. § 12101 et seq.). (3) S
tate of California Prevailing Wage Law requirements (Labor Code §§ 1720 - 1861 and the regulations in Title 8 of the California Code of Regulations (8 CCR §16000 et seq.) to the extent deemed applicable.
(4) D
uring the performance of this Agreement, Service Provider and any of its subcontractors shall not deny the Agreement’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, 3 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Service Provider shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Service Provider and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12900 et seq.), the regulations promulgated thereunder (Cal. Code Regs., tit. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the California Department of Housing and Community Development (the awarding State agency) to implement such article. Service Provider shall permit access by representatives of the Department of Fair Employment and Housing and the awarding State agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (See Cal. Code Regs., tit. 2, §11105.).
(
5) Service Provider shall comply with all applicable provisions of 2 CFR Part 200, including Appendix II of 2 CFR Part 200 (subdivisions (A) through (L) inclusive, which are incorporated herein by this reference). Service Provider shall not be not debarred, suspended, or otherwise on the excluded list of vendors located at www.sam.gov. (
6) It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code.

Section 6. TERM OF AGREEMENT
Thi
s Agreement shall be for an initial term of approximately 8 MONTHS, commencing on April 6, 2022 (the “ Commencement Date”) and expiring on December 15, 2022 (the “Termination Date ”) (the “Term ”), unless terminated earlier pursuant to Section 21 of this Agreement. From and after the Termination Date, and upon subsequent agreement by the Parties, this Agreement may continue on a month- to-month basis until terminated pursuant to Section 21 below.

Section 7. INDEPENDENT CONTRACTOR STATUS
S
ervice Provider shall at all times during the Initial Term of this Agreement, and (if applicable during any Option Periods), perform the services described in this Agreement as an independent contractor.

Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS
REGARDING INDEPENDENT CONTRACTOR’S STATUS OF

SERVICE PROVIDER
a. S
ervice Provider represents and acknowledges the following:
4 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) (1) The City is not required to provide any training or legal counsel to Service Provider or its employees in order for Service Provider to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement do not have to be integrated into the daily business operations of the City. (
3) The services described in this Agreement can be performed without the use of City equipment, materials, tools, or facilities, unless otherwise provided under a separate agreement.
(4) Nothing in this Agreement shall be interpreted to imply that the City must maintain any contractual relationship with Service Provider on a continuing basis after termination of this Agreement.
(
5) The City will not be requested or demanded to assume any liability for the direct payment of any salary, wage, or other such compensation to any person employed by Service Provider to perform the services described in this Agreement. (
6) Service Provider shall not at any time or in any manner represent that it or any of its officers, employees, or agents are employees of the City. b. The C
ity represents and acknowledges the following:
(
1) Service Provider is solely responsible for determining who, under the supervision or direction of Service Provider, will perform the services set forth in this Agreement. (
2) The City will not hire, supervise, or pay any employees or assistants working for Service Provider pursuant to this Agreement. Nothing contained in this Agreement shall prevent the City from hiring Service Provider’s employees or assistants after termination of this Agreement.
(
3) Nothing in this Agreement shall be interpreted to imply that Servic e P
rovider must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.
(
4) It is the sole responsibility of Service Provider to set the hours in which Service Provider performs or plans to perform the services set forth in this Agreement. (
5) Service Provider is not required to devote full time to the business operations of the City in order to perform the services set forth in this Agreement. (
6) Service Provider is not required to perform the services set forth in this Agreement at City Hall or on City-owned property.
(
7) Nothing in this Agreement shall be interpreted to preclude Service Provider from working for other persons or firms, provided that such work does not create a conflict of interest.
5 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) Section 9. NOT AGENT OF THE CITY
a. N
othing contained in this Agreement shall be deemed, construed, or represented by the City or Service Provider or by any third person to create the relationship of principal and agent.
b. S
ervice Provider shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Service Provider have any authority, express or implied, to bind the City to any obligation whatsoever.

Section 10. LICENSES AND PERMITS
S
ervice Provider represents that it has obtained and will maintain at all times during the initial Term, and (if applicable, during any Option Periods) of this Agreement all business licenses, including but not limited to a City of Victorville business license, certifications, or permits necessary for performing the services described in this Agreement.

Section 11. WARRANTY
S
ervice Provider agrees to perform all services required by this Agreement in a workmanlike competent and satisfactory manner in accordance with the standards prevalent in the industry for such services.

Section 12. FAMILIARITY WITH WORK
S
hould Service Provider discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the City, Service Provider shall immediately inform the City of such fact and shall not provide any services, except at Service Provider's risk, until written instructions are received from Brian Gengler, City Engineer or his designee.

Section 13. CONFLICTS OF INTEREST
S
ervice Provider covenants that it does not have any interest, nor shall it acquire any interest, directly or indirectly, which would conflict in any manner with the performance of Service Provider’s services under this Agreement. Service Provider further covenants that in the performance of services under this Agreement, no officer, employee or agent of Service Provider having such an interest shall be employed by it. In the event the City determines that Service Provider must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Service Provider shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk.

Section 14. COMPLIANCE WITH LAWS
S
ervice Provider shall comply with all local, state, and federal laws and regulations applicable to the services to be rendered hereunder, including any rule, regulation, or bylaw governing the conduct or performance of Service Provider or its employees, officers, or board members.
6 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) Section 15. COMMERCIAL GENERAL AND

A UTOMOBILE LIABILITY INSURANCE
a. S
ervice Provider shall procure and maintain at its own expense, during the initial Term of this Agreement, and (if applicable, during any Option Periods), commercial general liability insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Tw o Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Service Provider or its officers, employees, servants, volunteers, and agents and independent contractors. b. S
ervice Provider shall further procure and maintain, at its own expense, during the initial Term of this Agreement, and (if applicable, during any Option Periods) commercial vehicle liability insurance covering personal injury and property damage, of not less than One Million Dollars ($1,000,000) combined single limit, covering any vehicle utilized by Service Provider or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.

Section 16. WORKERS' COMPENSATION INSURANCE
a. S
ervice Provider shall procure and maintain at its own expense, during the initial Term of this Agreement, and (if applicable, during any Option Periods), workers' compensation insurance, providing coverage as required by the California State Workers' Compensation Law. b. I
f any class of employees employed by the Service Provider pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Service Provider shall provide adequate insurance for the protection of such employees to the satisfaction of the City.

Section 17. RESERVED
Section 18. ADDITIONAL INSURED
N
otwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation policy, shall be endorsed to name the City and its officers, employees, servants, volunteers, agents and independent contractors, including, without limitation, the City Attorney, as Additional Insureds.

Section 19. WAIVER OF SUBROGATION RIGHTS
S
ervice Provider shall require the carriers of all required insurance policies to waive all rights of subrogation against the City and its officers, employees, servants, volunteers, agents, and independent contractors and subcontractors. Each policy of insurance shall be endorsed to reflect such waiver.

Section 20. PROOF OF INSURANCE COVERAGE;

RE QUIRED ENDORSEMENTS
a. S
ervice Provider shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance 7 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the required coverage, and policy endorsements at least one (1) business day prior to the commencement of any services to be performed under this Agreement. b. The
policies and certificates of insurance shall be endorsed to provide that in the event of cancellation or amendment of any required insurance policy for any reason whatsoever, the City shall be notified by mail, postage prepaid, not less than thirty (30) days before the cancellation or amendment is effective. In the case of cancellation for non-payment, ten (10) days advance written notice shall be given.
c. E
ach policy and certificate of insurance shall be endorsed to provide that the policy shall not be terminated or expire without first providing thirty (30) days written notice to the City of such termination or expiration.
d. E
ach policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term, and (if applicable during any Option Periods) of this Agreement.
e. The c
ommercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this Agreement, Service Provider’s coverage shall be primary with respect to the City. Any insurance maintained by the City shall be in excess of Service Provider’s insurance and shall not contribute with it.” Section 21. TERMINATION OR SUSPENSION
a. Thi
s Agreement may be terminated or suspended without cause by either Party at any time, provided that the Party initiating the termination provides the other Party at least thirty (30) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.
b. Thi
s Agreement may be terminated or suspended with cause by either Party at any time, provided that the Party initiating termination provides the other Party at least ten (10) days advance written notice of such termination or suspension. In the event of such termination, the City shall only be liable for payment under the payment provisions of this Agreement for satisfactory services rendered or supplies actually furnished prior to the effective date of termination.

Section 22. TIME OF THE ESSENCE
Ti
me is of the essence in the performance of this Agreement.

Section 23. INDEMNIFICATION
a. S
ervice Provider shall defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents, from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys’ fees, for any personal injuries, deaths, or property damage (including property owned by the City), which may arise out of Service Provider's negligence or willful misconduct in the performance of the services 8 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) described in this Agreement, unless such losses or damages are proven to be caused by the City's own negligence or willful misconduct, or that of its officers or employees. b. The
City does not and shall not waive any rights that it may have against Servic e P
rovider under this Section, because of the acceptance by the City, or the deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions of this Section shall apply regardless of whether said insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense described herein.

Section 24. REPORTS
U
pon request by Brian Gengler, City Engineer, or his designee, Service Provider shall prepare and submit reports to the City concerning Service Provider's performance of the services required by this Agreement.

Section 25. RECORDS
a. S
ervice Provider shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Brian Gengler, City Engineer , or his designee, to evaluate the cost and the performance of such services. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
b. B
rian Gengler, City Engineer, or his designee; the State Department of Housing and C
ommunity Development, the State Department of General Services, the Bureau of State Audits, and any duly authorized federal entities as set forth in 2 CFR section 200.337, or their designated representatives, shall have full and free access to such books and records during normal business hours, including the right to inspect, copy, audit, and make records and transcripts from such records, and to allow interviews of any employees who might reasonably have information related to such records.
c. R
ecords and supporting documents pertaining to the use of funds paid to Service P
rovider hereunder shall be retained by Service Provider and made available to Brian Gengler, City Engineer and the entities specified in subdivision b above, or their designated representatives, for purposes of performing an audit for a period of five (5) years from the date of the last payment made under this Agreement or the termination thereof, whichever occurs later..

Section 26. RESERVED
Section 27. CONFIDENTIALITY
a. A
ny and all documents and information obtained from the City or prepared by Service Provider for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to City upon termination of the Agreement.
b. A
ny drawings, specificat ions, reports, records, documents, or other materials prepared by Service Provider in the performance of services under this Agreement shall not be 9 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) released publicly without the prior written approval of Brian Gengler, City Engineer , or his designee, or as required by applicable law.
c. S
ervice Provider shall not disclose to any other entity or person any information regarding the activities of the City, except with the prior written approval of Brian Gengler, City Engineer, or his designee, or as required by applicable law.

Section 28. PRINCIPAL REPRESENTATIVES
a. M
ARTHA TRELA, CEO, is designated as the principal representative of Servic e P
rovider for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement. b. B
rian Gengler, City Engineer, or his designee, shall be the principal representative(s) of the City for purposes of communicating with Service Provider on any matter associated with the performance of the services set forth in this Agreement. c. E
ither Party may designate another individual as its principal representative by giving written notice of such designation to the other Party.

Section 29. MODIFICATIONS AND AMENDMENTS
Thi
s Agreement may be modified or amended only by a written instrument signed by both Parties.

Section 30. ENTIRE AGREEMENT
a. Thi
s Agreement supersedes any and all prior or contemporaneous agreements, either oral or written, between the City and Service Provider with respect to the subject matter of this Agreement.
b. Thi
s Agreement contains all of the covenants and agreements between the Parties with respect to the subject matter of this Agreement, and each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements have been made by or on behalf of any Party, except those covenants and agreements in this Agreement. c. N
o agreement, statement, or promise with respect to the subject matter of this Agreement, which is not contained in this Agreement, or in a valid modification or amendment to this Agreement, shall be valid or binding on either Party.

Section 31. AMBIGUITIES
Thi
s Agreement is in all respects intended by each Party hereto to be deemed and construed to have been jointly prepared by the Parties and the Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them.

Except as expressly limited by this paragraph, all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity of this Agreement.

No
twithstanding the foregoing, the Parties agree that Exhibit “A” is attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts 10 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) between the terms of this General Services Provider Standard Agreement and Exhi bit “A”, the terms of this General Services Provider Standard Agreement shall control over said Exhibit “A”, including without limitation, Service Provider’s Standard Terms and Conditions document which is attached as part of Exhibit “A”. Nothing set forth in Exhibit “A” shall be deemed to supersede any of the provisions of this General Services Provider Standard Agreement.

S ection 32 . NOTICES
a. A
ny notice to be provided pursuant to this Agreement shall be in writing, and all such notices shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the Parties as follows:

To t
he City: Brian Gengler, City Engineer
City of Victorville
14343 Civic Drive
Victorville, CA 92392
To P
rovider: MARTHA TRELA, CEO
URBANBLOC INC.
1540 MORSE BLVD
SAN CARLOS, CA 94070
b. N
otices, payments, and other documents shall be deemed delivered upon receipt by personal service or as of the second (2nd) day after deposit in the United States mail.

Section 33. NON-LIABILITY OF CITY OFFICERS

A ND EMPLOYEES
N
o officer or employee of the City shall be personally liable to Service Provider, or any successor in interest, in the event of any default or breach by the City or for any amount, which may become due to Service Provider or to its successor(s), or for any breach of any obligation of the terms of this Agreement.

Section 34. REVIEW BY ATTORNEYS
E
ach Party hereto has had its attorney(s) review this Agreement and all related documents. Each Party hereto has consulted with its attorney(s) and has negotiated the terms of this Agreement based on such consultation.

Section 35. WAIVER
a. N
o waiver shall be binding unless executed in writing by the Party making the waiver.
b. N
o waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision.
11 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) c. Fai
lure of either Party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of such provision or any of the remaining provisions of this Agreement.

Section 36. ASSIGNMENT
Thi
s Agreement shall not be assigned by either Party without prior written consent of the other Party.

Section 37. CARE OF WORK
The
performance of services by Service Provider or the payment of money by the City shall not relieve Service Provider from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to the City, when such incomplete, inaccurate or defective work is due to the negligence of Service Provider.

Section 38. CAPTIONS AND HEADINGS
The c
aptions and headings contained in this Agreement are provided for identification purposes only and shall not be interpreted to limit or define the content of the provisions described under the respective caption or heading.

Section 39. SUCCESSORS, HEIRS, AND ASSIGNS
E
xcept as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties to this Agreement and, likewise, shall inure to the benefit of the successors, endorsees, assigns, heirs, and personal representatives of each of the Parties.

Section 40. GENDER
I
n this Agreement, unless the context clearly requires otherwise, the masculine, feminine and neuter genders and the singular and the plural shall include one another.

Section 41. SEVERABILITY
I
f any one or more of the sentences, clauses, paragraphs, or sections contained herein is declared invalid, void, or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair, or invalidate any of the remaining sentences, clauses, paragraphs, or sections contained herein.

Section 42. GOVERNING LAW
The v
alidity of this Agreement and any of its terms or provisions, as well as the rights and duties of the Parties under this Agreement, shall be construed pursuant to and in accordance with California law.

Section 43. DEFAULT
12 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) a. Failure or delay by any Party to this Agreement to perform any material term or provision of this Agreement shall constitute a default under this Agreement; provided however, that if the Party who is otherwise claimed to be in default by the other Party commences to cure, correct, or remedy the alleged default within fifteen (15) days after receipt of written notice specifying such default and shall diligently complete such cure, correction, or remedy, such Party shall not be deemed to be in default hereunder.
b. The P
arty claiming that a default has occurred shall give written notice of default to the Party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured Party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice, as specified herein.
c. A
ny failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default.
d. I
n the event that a default by any Party to this Agreement may remain uncured for more than fifteen (15) days following written notice, as provided above, the injured Party shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings.

Section 44. CUMULATIVE REMEDIES
E
xcept with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the Parties are cumulative and the exercise by either Party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default of any other default by the other Party.

Section 45. VENUE
A
ll proceedings involving disputes over the terms, provisions, covenants, or conditions contained in this Agreement and all proceedings involving any enforcement action related to this Agreement shall be initiated and conducted in the applicable court or forum in San Bernardino County, California.

Section 46. ATTORNEYS’ FEES
I
n the event any action, suit, or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement, or as a result of any alleged breach of any provision of this Agreement, the prevailing Party in such suit or proceeding shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees, from the losing Party, and any judgment or decree rendered in such a proceeding shall include an award thereof.

Section 47. EFFECTIVENESS OF AGREEMENT
Thi
s Agreement shall not be binding upon the City, until signed by the authorized representative(s) of Service Provider, approved by the City’s Risk Manager, and executed by the authorized City personnel or Mayor.
13 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) Section 48. R EPRESENTATIONS OF PARTIES AND

PER SONS EXECUTING AGREEMENT
a. E
ach of the Parties to this Agreement hereby represents that all necessary and appropriate actions of their governing bodies have been taken to make this Agreement a binding obligation of each of the Parties hereto.
b. The
persons executing this Agreement warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purports to represent.

Section 49. COUNTERPARTS
Thi
s Agreement may be executed by the Parties in counterparts, and when executed by each of the Parties, each counterpart shall be deemed to be a part of this Agreement. [
END OF THIS PAGE – SIGNATURE PAGE FOLLOWS]
14 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22) I
N WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.

T
HE CITY OF VICTORVILLE URBANBLOC INC.

B
y: ______________________________ By: _____________________________ Debra Jones, Mayor Martha Trela, CEO
D
ated: ___________________________ Dated: __________________________ A
TTEST
B
y:_______________________________
Jennifer Thompson,
City Clerk
D
ated:_____________________________
T
HE CITY OF VICTORVILLE APPROVED AS TO STANDARD FORM:

By
: ______________________________ By: _____________________________ Lee Brown, Andre de Bortnowsky,
Risk Manager City Attorney
D
ated: ___________________________ Dated: _________________________ P:\APPS\WPDATA\VVCA\0001-41-NAVIGATION WELLNESS CENTER\URBAN BLOC\300.3-CITY - UB GENL SERVICE PROVIDER STD AGMT CLN 03.30.22 W EXHIB.DOCX 15 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22)

EXHIBIT A
SC

OPE OF SERVICES
S
ee Attachment
3/31/2022

EXHIBIT A - SCOPE OF SERVICES
Victorville Wellness Center Estimate for 5 BA/SHWR modules- 03/04/2022 Bathroom/Shower modules 5 Units
BA/Shwr 1.26
gal Acorn
blowout toilet
BA/Shwr 1.26
gal Acorn
blowout toilet Comments
CONTAINER $192,075 $960,373
Container, structural modifications, waterproofing,
electrical, plumbing, carpentry, doors, insulation,
ceilings, walls, floors, painted (single color)

BATHROOM/KITCHEN FIXTURES
ALLOWANCE $23,706 $118,530
Bathroom fixtures (toilets, flushometers, Shower
enclosures, lavatories, faucets, grab bars, soap
dispensers, mirrors, etc...)
MECH FIXTURES ALLOWANCE $14,118 $70,588 Ventilation systems, 120 gal hybrid water heaters FASTENERS $0 $0 If Required
CONTAINER SUBTOTAL $229,898 $1,149,490
SALES TAX (IF REQUIRED) 8.75% $20,116 $100,580
CONTAINER W/ TAX $250,014 $1,250,071
0 ALLOWANCES 0
SPRINKLER ALLOWANCE $5,000 $25,000 Does not include stand pipe

CA STATE PERMIT & INSPECTIONS
ALLOWANCE $1,240 $6,200 CA State permit and inspections CA STATE FEES ALLOWANCE $174 $870
Dealer report of sale, registration, titling, data plate, insignia
CA ILT (In Lieu of Tax) $1,192 $5,961 If Required
TRANSPORT ALLOWANCE $2,500 $12,500 Estimated transport from San Leandro CA

DESIGN & ENGINEERING
ALLOWANCE** NA NA
Under separate contract. Preparing permit doc's,
restamping, State review, Title 24

GRAND TOTAL
$260,120 $1,300,602 DOES NOT INCLUDE SITE WORK (see below) * Final pricing depends on final specifications and features. ** Design and engineering fee will be determined based on final design and amount of required engineering Exclusions:

ALL SITE WORK IS EXCLUDED - including but not limited to:
- Securing permits for site work through local jurisdiction -
Demolition
- Grading and drainage
- Trenching or bringing electrical power to the site
-
Foundations
- Rigging, placing containers on foundations
- W elding or bolting container to foundation
- Attaching mechanical systems (or other fixtures) to roof or side of container - Utility connections to container
Main disconnects in electrical panels
A
wnings, signage, branding specific elements
Multi-color paint option
Fire rated coatings
Stand pipes for fire sprinkler system
HVAC in bathroom/shower
LEED allowance (if required)
Low voltage system infrastructure (camara, security, fire alarm etc...)

16 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22)

EXHIBIT A
F

EE SCHEDULE
S
ee Attachment
3/21/2022

EXHIBIT A - PAYMENT SCHEDULE
Victorville Wellness Center Schedule for 5 BA/Shwr modules - Revised 03/18/2022 Date** Amt Note % Amount
Deposit/Kick off 4/6/22 50% of total Purchase of LL parts* Kicks off construction 50% $650,301 Progress pymt 5/16/22 10% of total Monthly progress payment 10% $130,060 Progress pymt 6/13/22 10% of total Monthly progress payment 10% $130,060 Progress pymt 7/18/22 10% of total Monthly progress payment 10% $130,060 Progress pymt 8/15/22 10% of total Monthly progress payment 10% $130,060 Shipping - Final pymt 9/27/2022 10% of total At shipping. 10% $130,060 $1,300,602
* 50% deposit required up front to purchase materials and kick off construction. Schedule depends on timely sourcing and delivery of materials. Some fixtures and materials are currently running 16-20 wk lead time. ** Dates are based on current production schedule and kick off date of 4/6/22

17 General Services Provider Standard Agreement/URBANBLOC /PROJ. NO. ESC22-109 (03.30.22)

EXHIBIT A

Service Provider’s Standard Terms and
Conditions

See Attachment

URBANBLOC INC.STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions (“Terms and Conditions”) are entered into by theundersigned buyer (“Buyer”) and UrbanBloc, Inc (referred to herein as “UrbanBloc). Inconsideration of the premises and undertakings of UrbanBloc herein, it is hereby agreed asfollows:

1. Sales of Goods. Buyer may purchase from UrbanBlocand UrbanBloc may sell to Buyerfrom time to time certain goods and products (“goods) pursuant to one or more purchaseorders submitted by Buyer in writing, by email. Acceptance of any purchase order andsale of any goods to Buyer by UrbanBloc shall be conditioned upon (i) execution by Buyerof a Sales Confirmation in the form provided by UrbanBloc (a “Sales Confirmation”),and/or (ii) acceptance by UrbanBloc of Buyer Purchase Order, and (iii) Buyer’s assent tothese Terms and Conditions which shall be automatically incorporated into, supplementand govern each Sales Confirmation or Purchase Order and the performance ofUrbanBloc and Buyer thereunder. To the extent any terms set forth in a SalesConfirmation conflict with the Terms and Conditions, the conflicting terms set forth in theSales Confirmation shall be controlling. Modifications by Buyer of any Sales Confirmationor any of these Terms and Conditions shall be without force and effect unless approved inwriting by an authorized representative of UrbanBloc.

2. Terms of Payment/Effect of Governmental Action. Thepurchase price for goods as setforth in a Sales Confirmation shall be, unless otherwise agreed in writing, (a) F.O.BUrbanBloc’s facility in San Leandro, California or such other shipping point as UrbanBlocshall designate (“shipping point”), (b) exclusive of applicable federal, state and local taxes(including sales and use taxes), excises, duties and import fees, which Buyer shall pay orreimburse to UrbanBloc, and (c) exclusive of freight and delivery charges and insurance,all of which Buyer shall pay. Unless otherwise provided in the Sales Confirmation, Buyer’spayment for all goods, applicable taxes and transportation costs shall be net 25 days fromthe date of the applicable invoice (“invoice date”). All late payments shall bear interest ata rate equal to the lesser of one and one-half percent (1.5%) per month or the maximumrate allowed by law. Final payment will be due at the time of shipping or 30 days after finalinspection is passed, whichever comes first.

If after the issuance by UrbanBloc of a Sales Confirmation a Governmental Action (asherein defined) is issued or enacted, and the effect of such Governmental Action is torequire that the applicable goods include additional equipment or comply with newstandards, the direct costs associated with conforming the goods to the requirements ofthe Governmental Action will be added to the applicable invoice and paid by Buyer. Asused herein, the term “Governmental Action” means any order, decree, directive, law orregulation promulgated, issued or enacted by any legislative body or agency havingjurisdiction, that pertains to the manufacture, operation or sale of any goods.

UrbanBloc’s acceptance of purchase orders and shipment of goods pursuant thereto shallat all times be subject to UrbanBloc’s approval of Buyer’s credit. Buyer agrees that it shallprovide to UrbanBloc from time to time any and all financial information, which UrbanBlocreasonably requests to establish and maintain UrbanBloc’s credit approval.Notwithstanding anything in any agreement between the parties to the contrary, UrbanBlocreserves the right to (a) change Buyer’s credit authorization or require different creditterms (any such change in payment terms will be based upon the standard creditunderwriting criteria then in effect at UrbanBloc), (b) require Buyer to provide security orcredit enhancements acceptable to UrbanBloc and/or (c) require payment in advance as acondition of accepting purchase orders or completing shipments of goods pursuant to 1 Buyer’s initial _______
accepted purchase orders. UrbanBloc shall use commercially reasonable efforts toprovide Buyer with as much advance notice as practicable of any change in paymentterms.

3. Price Escalation. In the event of a product or material cost increase, an escalationrequest will be submitted in writing to the Buyer for review on a case by case basis. Thismeasure is not intended to allow any increase in profit margin, but is solely intended toallow compensation for actual cost increases directly related to bid items.

4. Shipment. Delivery of goods under a Sales Confirmationshall be F.O.B. shipping point.UrbanBloc will make arrangements to ship the goods by common or contract carrier, withBuyer as the consignee, to such destination. UrbanBloc will make a good faith effort tohonor Buyer’s shipping instructions and ship goods on or before any stated shipping date;however, such shipping date is an estimate only and UrbanBloc shall not be liable for anydelays in shipment and a delay in shipment shall not relieve Buyer of its obligation toaccept the goods. Buyer agrees that it shall be Buyer’s responsibility to ensure that thecarrier delivering goods to Buyer has adequate insurance in full force and effect to coverany and all loss or damage to any goods, which may result from delivery or transport ofthe goods. Risk of loss and damage to goods shall pass to Buyer upon delivery of thegoods by UrbanBloc to the carrier at the shipping point. Claims for any goods lost ordamaged during shipment shall be filed by Buyer directly with the carrier, and Buyer isadvised to note loss or damage to goods on the freight bill when signing for receipt.

5. Storage. If the Buyer is not ready to accept thedelivery of finished containers within 30days of the final inspection and sign off of the containers by the State building authority,then, at UrbanBloc's option, UrbanBloc may store the finished containers and a monthlystorage fee will apply. The amount of this fee will be determined by UrbanBloc based onthe size and number of containers to be stored, and Buyer agrees to pay such fee. If atany time Urban Bloc determines that it cannot store the finished container(s), UrbanBlocshall give Buyer fifteen (15) days written notice that the Buyer must accept delivery of thecontainer(s), or make arrangements with UrbanBloc to have the container(s) shipped, atBuyer's expense, to another location for storage.

6. Warranty. UrbanBloc provides the following warrantyto Buyer for commercial modularunits. UrbanBloc warrants to Buyer that all commercial modular units shall be free fromdefects in material and workmanship for a period of 12 months from the date of shipmentwhen properly maintained and used in normal service. The parties understand andacknowledge that this Warranty excludes the following: (a) parts, components oraccessories manufactured by others (UrbanBloc hereby assigns to Buyer any warrantiesin favor of UrbanBloc with respect to any such parts, components or accessories that areincorporated into any commercial modular units purchased by the Buyer and which maybe legally assigned by UrbanBloc); (b) parts that are not defective at time of delivery butwhich become defective by virtue of usage, including but not limited to normal wear, tear,and replacement; (c) normal maintenance; (d) products or parts that have been repairedor altered by anyone other than UrbanBloc’s service representatives; and (e) damage dueto improper installation, installation of the commercial modular units in an unsuitableapplication, damage due to misuse, negligence, mishandling, accident, mechanical abuse,or other casualty not caused by a manufacturing defect. Proper installation is theresponsibility of Buyer to determine the suitability of the products purchased for itsapplication. Proper installation is the responsibility of Buyer, and UrbanBloc assumes noresponsibility for and does not warrant commercial modular units that are faultily orimproperly installed. THE FOREGOING WARRANTY IS INTENDED SOLELY FOR THEBENEFIT OF BUYER AND IS NON-ASSIGNABLE AND NON-TRANSFERABLE, 2 Buyer’s initial _______
INCLUDING TO ANY SUBSEQUENT PURCHASERS, LESSEES, OR OTHER PARTYWHO OBTAINS THE COMMERCIAL MODULAR UNITS AND PARTS FROM BUYER ORANY SUBSEQUENT PURCHASER. URBANBLOC SPECIFICALLY DISCLAIMS ALLOTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO,ANY IMPLIED WARRANT OF MERCHANTABILITY, ANY IMPLIED WARRANTY OFFITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OF TITLE ANDAGAINST INFRINGEMENT.

7. BUYER’S REMEDIES. In the event that UrbanBloc breachesany warranty or othermaterial provision of these Terms and Conditions, any Sales Confirmation or any otheragreement respecting the purchase or sale of goods from UrbanBloc (collectively,“Agreement”), and such breach is not cured within thirty (30) days of Buyer's written noticespecifying the nature of the breach, Buyer’s exclusive remedy shall be the repair orreplacement at UrbanBloc’s option, of any defective goods. Under no circumstances shallUrbanBloc be liable for any reimbursement of labor costs incurred by the Buyer whether asa result of warranty under Section 4 herein or circumstances shall the liability of UrbanBlocwhether in contract, tort, and warranty or otherwise exceed the purchase price of thegoods. Buyer must notify UrbanBloc in writing of any claim regarding defective ornonconforming goods (a) within ten (10) days after receipt of the goods with respect to anyclaim not covered by the warranty set forth in Section 4 herein, or (b) within ten (10) daysafter a defect is or should have been discovered with respect to any claim covered by suchwarranty. If Buyer fails to notify UrbanBloc timely of a claim, the goods shall be deemedaccepted by Buyer without objection and any such claim by Buyer shall be waived. Buyeracknowledges and agrees that it will not assert a right of offset or recoupment againstUrbanBloc or any affiliate thereof or its directors, officers or employees, or any affiliatethereof with respect to any future, present or prior sales transactions involving any new orused goods or any other obligation of UrbanBloc to Buyer.

The rights and remedies provided to Buyer herein shall be the SOLE and EXCLUSIVErights and remedies of Buyer and Buyer hereby waives all other rights and remediesprovided by applicable law or equity, including without limitation, INDIRECT, incidental,consequential, liquidated, punitive or any other damages. URBANBLOC SHALL NOT BELIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES (INCLUDING LOSS OF CARGO,LOSS OF OTHER PROPERTY OR EQUIPMENT, LOSS OF PROFITS OR REVENUES,COST OF CAPITAL, COST OF BUSINESS INTERRUPTION, OR ANY OTHERDAMAGES), OR ANY CLAIMS OR DEMANDS BROUGHT BY OR AGAINST BUYER,HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING,WITHOUT LIMITATION, URBANBLOC'S NEGLIGENCE, BREACH OF CONTRACT, ORBREACH OF WARRANTY. URBANBLOC SHALL HAVE NO OBLIGATION TO REPLACEOR REPAIR ANY GOODS WHICH ARE LOST OR STOLEN OR DESTROYED ORDAMAGED BY FIRE OR ANY OTHER PERIL. IN NO EVENT SHALL URBANBLOC'SAGGREGATE LIABILITY TO BUYER ARISING OUT OF, RELATED TO OR INCONNECTION WITH THE SALE OF ANY GOODS UNDER THIS AGREEMENT EXCEEDTHE AMOUNT PAID TO URBANBLOC BY BUYER FOR SUCH GOODS. ANY ACTIONAGAINST URBANBLOC MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHSAFTER THE CAUSE OF ACTION ACCRUES. THE EXCLUSION OF INDIRECT,INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, PUNITIVE, AND OTHER DAMAGES ISINDEPENDENT OF AND SHALL SURVIVE ANY FAILURE OF THE ESSENTIALPURPOSE OF ANY LIMITED REMEDY.

8. UrbanBloc’s Remedies. In the event of a default byBuyer, or if UrbanBloc reasonablydeems itself insecure, UrbanBloc may suspend all performance until all delinquencies and 3 Buyer’s initial _______
defaults are cured and adequate assurances of performance by Buyer are given toUrbanBloc. In the event that Buyer fails to cure any default or delinquency within thirty(30) days of UrbanBloc's written notice to Buyer thereof, UrbanBloc may terminate thisAgreement without further obligation to Buyer or right of refund. BUYER SHALL BELIABLE TO URBANBLOC FOR AND SHALL PAY TO URBANBLOC ALL COSTS ANDEXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, INCURRED BYURBANBLOC TO COLLECT THE PURCHASE PRICE FROM BUYER OR OTHERWISETO ENFORCE THIS AGREEMENT IN THE EVENT OF BUYER'S BREACH. In the eventof a default by Buyer, UrbanBloc shall have all remedies available under applicable lawand in equity.

9. Indemnification. Buyer shall hold harmless, defendand indemnify UrbanBloc, itsprincipals, corporate affiliates and any employees or agents thereof (collectively"Indemnified Party"), against all liability to third parties (other than liability solely the fault ofthe Indemnified Party) from any and all claims, including but not limited to claims forviolations of any statute or regulation, for personal injury, property damage, patentinfringement or appropriation of proprietary technology arising out of any equipment,materials, designs or specifications furnished by Buyer.

10. Waiver/Severability. Failure by UrbanBloc to insistupon strict compliance with any of theterms or conditions of any Agreement (including, without limitation, these Terms andConditions) shall not be deemed a waiver of such terms or conditions, nor shall any waiveror relinquishment of any right or power hereunder at anyone or more times be deemed awaiver or relinquishment of such right or power at any other time or times. In case anyoneor more of the provisions contained in any Agreement shall be invalid, illegal orunenforceable in any respect, the validity, legality or enforceability of the remainingprovisions contained therein shall not in any way be affected or impaired thereby.

11. Governing Law.The laws of the State of Californiashall govern any Agreement in allaspects, including execution, interpretation, performance and enforcement, without regardto principles of conflicts of law. URBANBLOC AND BUYER AGREE THAT ALL ACTIONSOR PROCEEDINGS ARISING IN CONNECTION WITH ANY AGREEMENT, WHETHERBASED UPON CONTRACT OR OTHERWISE, SHALL BE TRIED AND LITIGATED ONLYIN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA.

12. Effective Date/Modification/Entire Agreement. TheseTerms and Conditions shallbecome effective upon execution hereof as to all existing, in-process and futuretransactions between Buyer and UrbanBloc. Except as provided for herein, nomodification, amendment, extension or alleged waiver of these Terms and Conditions orany Sales Confirmation will be binding on either party unless in writing and signed by theparty sought to be bound. THESE TERMS AND CONDITIONS, TOGETHER WITH ANYAPPLICABLE SALES CONFIRMATION, CONSTITUTE THE FINAL WRITTENEXPRESSION OF THE PARTIES WITH RESPECT TO BUYER'S PURCHASE OFGOODS FROM URBANBLOC, and this Agreement supersedes and replaces all prioragreements and understandings, written or oral. These Terms and Conditions shall bebinding upon and shall inure to the benefit of UrbanBloc and Buyer and their respectivesuccessors, assigns and legal representatives. ANY AND ALL REPRESENTATIONS,PROMISES, WARRANTIES OR STATEMENTS MADE OR GIVEN TO BUYER THATDIFFER IN ANY WAY FROM THE TERMS OF THESE TERMS AND CONDITIONSSHALL BE WITHOUT FORCE AND EFFECT. 4 Buyer’s initial _______
By signing below, Buyer expressly agrees to the terms above, subject to and as modified by the provisions of Section 31 of the Standard General Service Provider Agreement to which this Standard Terms and Conditions document is attached as Exhibit “A” .

IN WITNESS WHEREOF, these Terms and Conditions have been executed as of this ______________ day of _____________, ________________.

Executed by the BUYER:

Signed by the BUYER
Name
Date
Executed by URBANBLOC:

Signed by URBANBLOC
Name
Date
5 Buyer’s initial _______

ATTACHMENT C
Sole Source Justification Form

Revision to Agenda Item #21
Subject: Wellness Center - Agreement with Connect Homes Revisions were made to the Staff Report with the inclusion of a new Attachment C. Please see below for the changes.

Staff Report Changes:

The staff report now notes the Victorville Municipal Code Section 2.28.100(b)(2) that allows sole source procurement and refers to the completed sole source justification form as Attachment C.

Attachment C Addition:

The completed sole source justification form has been included as Attachment C.

Item Number: {{item.number}}
City Council / Board of Directors
Written Communication(s)
Meeting of: April 5, 2022
Submitted By:

Brian Gengler, City Engineer

Subject:

Wellness Center Project - Agreement with Connect Homes
Recommendation:

That the Honorable City Council approve a Services Provider Agreement with Connect Homes for shelter units for the Victorville Wellness Center in an amount not to exceed $5,069,607.00 and authorize the City Attorney to make non-substantive revisions to the agreement.

Fiscal Impact:

This action will result in a fiscal impact of $5,069,607.00. An additional appropriation is not required. Funds for these services were budgeted with the Victorville Wellness Center Project. There are sufficient funds available in the budget to cover the capital expenses of this agreement. Please refer to the budget account number, funding source and budget amount shown below.

Account Funding Source Amount
2700011-52300-97063 Homekey Grant $28,004,058.00
Background:

On January 18, 2022, City Council approved an additional appropriation of Homekey Round 2 funds, in the amount of $28,004,058.00 and increased the not to exceed amount of the agreement with CMC Architects and Engineers to $814,172.80 for the design of the Wellness Center Project. This amendment to CMC’s agreement identified Connect Homes as a sub-consultant to design the modular shelter and community buildings. On March 15, 2022, City Council approved a Consultant/Professional Services Provider Agreement for the Wellness Center Project construction management with Pacifica Services, Inc., in an amount not to exceed $2,373,601.00. On March 15, 2022, a Phase 1 construction contract was awarded to Angeles Contractors, Inc. in the amount $4,827,947.76.
2 5
0 6
Discussion:

The Wellness Center Project will include a non-congregate design of modular housing buildings with 110 separate units allowing a minimum capacity of 170 beds. Staff evaluated modular housing manufacturers to select a product that would be suitable for the Wellness Center. One of the manufacturers evaluated was Connect Homes. Connect Homes is a full-service, design-build firm that manufactures custom, prefabricated, modular buildings to customer specifications.

Modular shelters manufactured by Connect Homes were previously installed at an interim housing facility for the homeless in Mountain View, CA, which was primarily funded by a Homekey Round 1 grant. This facility opened in May of 2021. City staff evaluated these modular shelter units by interviewing the operator of the Mountain View facility and by touring the Connect Homes factory in San Bernardino, which also included a tour of a complete shelter building. The materials and construction design of the modulars appear to be durable, without requiring high maintenance over time.

Connect Homes was selected by staff to manufacture the 46 shelter modulars with 110 separate sleeping units for the Wellness Center. The modulars will be 360 square feet and will include custom beds with storage, as shown in the graphics within Attachment B.

In-suite bathrooms will be provided within 14 of the 46 shelter modulars. Communal modular bathroom buildings will be supplied by a separate vendor.

In accordance with Victorville Municipal Code Section 2.28.100(b)(2), staff has identified Connect Homes as a sole source. The completed sole source justification form is attached to this staff report as Attachment C. The custom design-build products offered by Connect Homes, includes a patent on a structural steel frame. This frame enhances the structural durability during shipping and installation. The production time to manufacture the modular sleeping units is critical to meeting the completion of construction deadline for this project, which is December 15, 2022.

Connect Homes has been working with staff over the past several months to finalize the design and scope of work. Connect Homes already has experience with the modular shelter permitting process with the California Housing and Community Development (HCD). Connect Homes expects approval from HCD prior to the April 5 th City Council
meeting.

Connect Homes submitted a scope of work and pricing for the 46 shelter units which have been reviewed by City staff and CMC Architects and Engineers. Some sections of the City’s Standard Service Provider Agreement have been revised based on comments from staff, the City Attorney’s office and Connect Homes. The agreement has been reviewed by staff, the Deputy City Attorney and Connect Homes’ legal counsel and is in final form.

There are additional modular buildings totaling 9,600 square feet in floor area that are not covered by this proposed agreement. These are the central community service buildings consisting of a cafeteria, wellness center offices, a recuperative care center and an exam clinic. Once these community building designs are finalized (expected within the next 30 2 5
0 6
days), staff plans to recommend the approval of another contract with Connect Homes at a future City Council meeting for the manufacturing of these community buildings.

Staff recommends that the Honorable City Council approve a Services Provider Agreement with Connect Homes for modular shelter units for the Victorville Wellness Center in an amount not to exceed $5,069,607.00.

Staff remains available for any questions that the City Council may have.

Attachments:

A. Services Provider Agreement with Connect Homes
B. Graphics (Vicinity Map, Site Plan, Shelter Floor Plans and Connect Homes Brochure)
C. Sole Source Justification Form

ATTACHMENT C
Sole Source Justification Form

Victorville City CouncilApril 5, 2022

Victorville City Council
April 5, 2022