Attachment A - Consultant - Professional Services Provider Agreement — Victorville City Council, October 7, 2025

ATTACHMENT A
Consultant/Professional Services Provider Agreement
1 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT

BY AND BETWEEN

THE CITY OF VICTORVILLE
AND
studio 2G Architects, LLP
FOR
ARCHITECTURAL – ENGINEERING SERVICES FOR A SOLAR
CANOPY PARKING STRUCTURES, PROJECT JM25-076

THIS CONSULTANT/PROFESSIONAL SERVICES PROVIDER AGREEMENT (hereinafter “Agreement”), dated this __________________ day of ______________, 2025 , for reference purpose only, is made and entered into by and between THE CITY OF VICTORVILLE, a municipal corporation located in the County of San Bernardino, State of California, hereinafter referred to as the “City”, and studio 2G Architects, LLP, a California Limited Liability Partnership, hereinafter referred to as “ Consultant.” City and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

RECITALS:

WHEREAS, the City requires Architectural – Engineering Services for Solar Canopy Parking Structures at the City-owned Wellness Center campus, Project JM25-076; and

WHEREAS, the services to be provided under this Agreement are funded in whole or in part with funds provided to the City under the Community Development Block Grant (“ CDBG”) program, administered by the United States Department of Housing and Urban Development (“HUD”); and

WHEREAS, in accordance with the CDBG program and federal procurement requirements, the City issued a Request for Proposals (“ RFP”) for Project JM25 -076 and competitively selected Consultant to perform the required services; and

WHEREAS, Consultant represents that it is fully qualified to perform the consulting and/or professional services required for performance under this Agreement by virtue of its experience and the training, education and expertise of its principals and its employees; and

WHEREAS, in light of the facts set forth above, the City desires to retain the services of a qualified Consultant to provide, on an independent contractor basis, Architectural – Engineering Services for Solar Canopy Parking Structures on the Wellness Center Campus.

NOW 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. 2 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076 Section 2. SCOPE OF SERVICES
C
onsultant 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.

S
ection 3. COMPENSATION
The City shall pay to Consultant a total s um not to exceed One Hundred Thirty-Six Thousand and 00/100 Dollars ($ 136,000.00) for faithful performance of the services to be rendered under this Agreement, subject to the Cost Proposal provisions of Section 4, below. No expense reimbursements , including, but not limited to, reimbursements for travel, parking, lodging, and/or meals shall be paid to Consultant unless such expense reimbursements: (i) are specifically provided for and described by nature and type in Exhibit “B”, below; (ii) appear on Consultant’s monthly invoices to City; (iii) are supported by the appropriate receipts and other such documentation as the City shall require; and (iv) are directly related to the Scope of Services to be performed under this Agreement. In addition, any and all reimbursements shall be made in accordance with any City policy governing same.

S
ection 4. COST PROPOSAL
The Cit
y shall pay Consultant as provided in the Cost Proposal, attached hereto as Exhibit “B” and incorporated as part of this Agreement by this reference, subject to the provisions of Section 5. The provisions of Exhibit “ B” notwithstanding, in order to receive payments, Consultant shall be required to submit to the City detailed monthly invoices which include, if applicable, a description of all services/tasks performed, the number of hours expended on each service/task, the name of the person performing the service/task, and expense reimbursement information, if any, as required by Section 3, above. Provided that services have been satisfactorily rendered, invoices shall be paid by the City approximately thirty (30) working days following receipt of Consultant’s invoice.

Sect
ion 5. PREVAILING WAGE AND RELATED LABOR PROVISIONS
C
onsultant is aware of and acknowledges the requirements of California Labor Code Sections 1720 through 1861, and those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (collectively hereinafter the “Prevailing Wage Law ”), which require the payment of prevailing wage rates and compliance with other labor-related requirements for certain "public works" and "maintenance" projects including, but not limited to, the design and preconstruction phases of a covered public works project (such as land surveying and materials testing), as well as postconstruction phases (such as inspection services). If the Services being provided under this Agreement, either in whole or in part, constitute “public works” or “maintenance”, as the Prevailing Wage Law defines those terms, and/or if the City’s solicitation documents for the Services so specified, Consultant and its subcontractors (if any), shall comply with all applicable provisions of the Prevailing Wage Law, including without limitation, the provisions of Exhibit “C” attached hereto. If payment of federal prevailing wage is required by the Davis -Bacon Act, Consultant acknowledges and agrees that California State prevailing wage rates shall be paid when higher. Consultant shall defend, indemnify, and hold the City, its elected officials, officers, employees, and agents free and harmless from any claims, liabilities, costs, penalties, or interest arising out of any failure or alleged failure by Consultant to comply with the Prevailing Wage Law or other applicable State and federal labor laws. 3 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

Section 6. TERM OF AGREEMENT

This Agreement shall be for an Initial Term of One (1) Year, commencing on the date of full execution of the Agreement (the “Commencement Date”) and expiring on One (1) Year from the Commencement Date, (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.

This Agreement may be extended for Two (2) additional one-year periods (hereinafter “Option Periods”), at the option of the City, subject to satisfactory performance as determined by the City. City shall give Consultant sixty (60) days advance written notice prior to the expiration of the initial Term and sixty (60) days advance written notice prior to the expiration date of each subsequently exercised Option Period, if any, should the City decide to exercise its option(s) to extend. In the event City does not give Consultant such written notice of its option to extend, this Agreement shall terminate at the end of the then -current Term or Option Period without further notice from either Party, unless terminated earlier pursuant to the provisions of Section 21 below.

Should the City fail to give Consultant the sixty (60) days written notice of its intention to exercise any Option Period, the City may, in its sole discretion, elect to exercise any Option Period at a later date, following written inquiry from Consultant.

Section 7. INDEPENDENT CONTRACTOR STATUS

It is the express intention of the Parties that Consultant is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the City and Consultant or any employee or agent of Consultant . Both P arties acknowledge that Consultant is not an employee for state or federal tax purposes or any other purpose. Consultant shall retain the right to perform services for others during the term of this Agreement.

Section 8. REPRESENTATIONS AND ACKNOWLEDGMENTS

REGARDING INDEPENDENT CONTRACTOR STATUS OF

CONSULTANT

a. Consultant represents and acknowledges the following:

(1) The City is not required to provide any training or legal counsel to Consultant or its employees in order for Consultant to perform the services described in this Agreement.
(2) Performance of the services described in this Agreement does 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 Consultant on a continuing basis after termination of this Agreement.

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(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 Consultant to perform the services described in this Agreement.

(6) Consultant 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 City represents and acknowledges the following:

(1) Consultant is solely responsible for determining who, under the supervision or direction of Consultant, will perform the services set forth in this Agreement.

(2) The City will not hire, supervise, or pay any employees or assistants working for Consultant pursuant to this Agreement.

(3) Nothing in this Agreement shall be interpreted to imply that Consultant must maintain any contractual relationship with the City on a continuing basis after termination of this Agreement.

(4) It is the sole responsibility of Consultant to set the hours in which Consultant performs or plans to perform the services set forth in this Agreement.

(5) Consultant 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) Unless deemed necessary under certain circumstances, Consultant is not required to perform the services set forth in this Agreement at City Hall or on City-owned property.

(7) Other than attendance at required public meetings and public hearings, and complying with the provisions of the Proposal set forth in Exhibit “B” and any procedural requirements set forth by law, Consultant is not required to perform the services set forth in this Agreement in any particular order or sequence.

(8) Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or firms, provided that such work does not create a conflict of interest.

Section 9. NOT AGENT OF THE CITY

a. Nothing contained in this Agreement shall be deemed, construed, or represented by the City or Consultant or by any third person to create the relationship of principal and agent.

b. Consultant shall have no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind the City to any obligation whatsoever.

Section 10. LICENSES AND PERMITS

Consultant represents that it has obtained and will maintain at all times during the I nitial Term (and during the Option Period, if applicable) of this Agreement all business licenses, including but not limited to a City of Victorville business license, professional licenses or certifications, or permits necessary for performing the services described in this Agreement. 5 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

Section 11. STANDARD OF PERFORMANCE; WARRANTY

a. Consultant agrees to perform all services required by this Agreement in a professional and competent manner, in accordance with the degree of skill and diligence which is normally employed by reputable professionals performing similar services under similar conditions in the same or similar locality. Such services shall also be performed in a manner which is reasonably satisfactory to Alex Jauregui, City Planner, or his designee.

b. By executing this Agreement, Consultant warrants that it:

(1) Has thoroughly investigated and considered the services and work to be performed;

(2) Has investigated the issues regarding the scope of services to be provided;

(3) Has carefully considered how the services and related work should be performed; and

(4) Fully understands the facilities, difficulties and restrictions associated with performance of the services required by this Agreement.

Section 12. FAMILIARITY WITH WORK

Should Consultant discover any latent or unknown conditions materially differing from those inherent in the services or as represented by the City, Consultant shall immediately inform the City of such fact and shall not provide any services, except at Consultant 's risk, until written instructions are received from Alex Jauregui, City Planner, or his designee.

Section 13. CONFLICTS OF INTEREST

Consultant 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 Consultant’s services under this Agreement. Consultant further covenants that in the performance of services under this Agreement, no officer, employee or agent of Consultant having such interest shall be employed by it. In the event the City determines that Consultant must disclose its financial interests by completing and filing a Fair Political Practices Commission Form 700, Statement of Economic Interests, Consultant shall file such Form 700 with the City Clerk’s Office pursuant to the written instructions provided by the City Clerk. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.

Section 14. COMPLIANCE WITH LAWS

Consultant 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 Consultant or its employees, officers, or board members.

Section 15. COMMERCIAL GENERAL AND AUTOMOBILE LIABILITY

INSURANCE

a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable) , Commercial General Liability 6 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two 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 Consultant or its officers, employees, servants, volunteers, and agents and independent contractors.

b. Consultant shall further procure and maintain, at its own expense, during the Initial Term of this Agreement, (and during the Option Period, if applicable), 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 Consultant or its officers, employees, servants, volunteers, agents and independent contractors in performing the services required by this Agreement.

Section 16. WORKERS' COMPENSATION INSURANCE

a. Consultant shall procure and maintain at its own expense, during the I nitial Term of this Agreement (and during the Option Period, if applicable), Workers' Compensation Insurance, providing coverage as required by the California State Workers' Compensation Law. b. If any class of employees employed by the Consultant pursuant to this Agreement is not protected by the California State Workers' Compensation Law, Consultant shall provide adequate insurance for the protection of such employees to the satisfaction of the City.

Section 17. PROFESSIONAL LIABILITY INSURANCE

Consultant shall procure and maintain at its own expense, during the Initial Term of this Agreement (and during the Option Period, if applicable) Professional Liability Insurance or Errors and Omissions insurance as appropriate to Consultant’s profession shall be required and written on a policy form specifically designed to provide coverage for and protect against the negligent acts, errors and omissions of the Consultant in the performance of the services required by this Agreement. A minimum limit of $1,000,000 per claim and in the aggregate must be provided.

Section 18. ADDITIONAL INSURED

Notwithstanding any inconsistent statement in any required insurance policies or any subsequent endorsements attached thereto, all insurance policies, except for the Workers' Compensation and Professional Liability , 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

Consultant 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; REQUIRED

ENDORSEMENTS

a. Consultant shall secure from a good and responsible company or companies authorized to transact insurance business in the State of California, the policies of insurance required by this Agreement and furnish to the City Clerk certificates of insurance evidencing the 7 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

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. Each 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. Each policy and certificate of insurance shall be endorsed to provide that the policy will be maintained throughout the Initial Term (and during the Option Period, if applicable), of this Agreement.

e. The commercial general liability and vehicle liability policies shall be endorsed to contain the following provision: “For any claims related to this contract, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.”

Section 21. TERMINATION OR SUSPENSION

a. This 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. This 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

Time is of the essence in the performance of this Agreement.

Section 23. INDEMNIFICATION

a. Except as set forth in Subsection b of this Section 23, and to the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its officers, employees, representatives, and agents (the “City Indemnitees”), from and against those actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs 8 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

and reasonable attorneys’ fees, for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) which may arise out of Consultant's negligence or willful misconduct in the performance of the services described in this Agreement, unless such Claims are proven to be caused by the negligence or willful misconduct of the City Indemnitees.

b. The provisions of this Subsection b apply only in the event that Consultant is a design professional within the meaning of California Civil Code section 2782.8 (“Design Professional”). The term Design Professional, as defined in said section, is limited to licensed architects, licensed landscape architects, registered professional engineers, professional land surveyors, and the business entities that offer such services in accordance with the applicable provisions of the California Business and Professions Code.

(1) Notwithstanding the provisions of Subsection a above, to the extent that the services to be provided under this Agreement are those of a Design Professional, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited t o the extent that any Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, its officers, agents, employees or subconsultants in the performance of the services described in this Agreement.

(2) In no event shall the costs of defense charged to Consultant exceed the Consultant’s proportionate percentage of fault, except as otherwise set forth in said Civil Code section 2782.8, the provisions of which are incorporated into this Agreement by this r eference.

Nothing in this Subsection b shall be construed to require Consultant to provide indemnification for Claims caused by the active negligence or willful misconduct of the City Indemnitees.

c. The City does not and shall not waive any rights that it may have against Consultant 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 23 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.

d. The obligation to indemnify and defend, as set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any early termination of this Agreement.

Section 24. REPORTS

Upon request by Alex Jauregui, City Planner, or his designee, or as otherwise required by this Agreement, including but not limited to, the Scope of Services set forth in Exhibit “A”, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the services required by this Agreement.

Section 25. RECORDS

a. Consultant shall keep such books and records as shall be necessary to perform the services required by this Agreement and enable Alex Jauregui, City Planner, or his designee, to evaluate the cost and the performance of such services.

b. Books and records pertaining to costs shall be kept and prepared in accordance with generally accepted accounting principles.
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c. Alex Jauregui, City Planner, or his designee, shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records.

d. Records and supporting documents pertaining to the use of funds paid to Consultant hereunder shall be retained by Consultant and made available to Alex Jauregui, City Planner, or his designee, for purposes of performing an audit for a period of five (5) years from the date of termination of this Agreement.

Section 26. COMMUNITY DEVELOPMENT BLOCK GRANT (CDGB)

This Agreement is funded in whole or in part with funds provided under the CDBG program, administered by the HUD under Title I of the Housing and Community Development Act of 1974 (42 U.S.C. §§ 5301 et seq.) and the regulations promulgated thereunder (24 C.F.R. § 570 et seq.) as amended from time to time. As such, Consultant shall comply with all applicable federal laws and regulations associated with the CDBG program and the City’s grant, including without limitation, those attached hereto as Exhibit “ D” and incorporated as part of this Agreement by this reference (the “Grant Terms”). To the extent that any Grant Term in Exhibit “D” is inconsistent with any other provisions of this Agreement such that Consultant is unable to comply with both the Grant Term and the other provision(s) hereof, the Grant Term shall apply.

The foregoing notwithstanding, nothing in the Grant Terms shall override the requirement to comply with the provisions of Section 5. By executing this Agreement, Consultant is making the Debarment certification included in Exhibit “ D” and shall complete and return the Lobbying Certification form attached to thereto.

Section 27. CONFIDENTIALITY; OWNERSHIP OF WORK

a. Any and all documents and information obtained from the City or prepared by Consultant for the City shall be kept strictly confidential unless otherwise provided by applicable law. All City data, documents and information shall be returned to the City upon termination of the Agreement.

b. Any drawings, specifications, reports, records, documents, or other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of Alex Jauregui, City Planner, or his designee, or as required by applicable law.

c. Consultant shall not disclose to any other entity or person any information regarding the activities of the City, except with the prior written approval of Alex Jauregui, City Planner, or his designee, or as required by applicable law.

d. All original documents, reports, designs, computer files and all other materials prepared by Consultant in the course of performing the services pursuant to this Agreement, whether completed or in progress, are the property of the City and shall be surrendered to the City upon the completion of Consultant ’s services or when requested b y Alex Jauregui, City Planner, or his designee. Such materials may be used, reused or otherwise disposed of by the City without the permission of Consultant.

e. Consultant’s covenants under this Section 27 shall survive the termination of this Agreement.
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Section 28. PRINCIPAL REPRESENTATIVES

a. Laura Gough, Principal , is designated as the principal representative of Consultant for purposes of communicating with the City on any matter associated with the performance of the services set forth in this Agreement.

b. Alex Jauregui, City Planner, or his designee shall be the principal representative of the City for purposes of communicating with Consultant on any matter associated with the performance of the services set forth in this Agreement.

c. Either 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; EXTRA SERVICES

a. This Agreement may be modified or amended only by a written instrument signed by both Parties.

b. During the I nitial Term, the City may request that the Consultant perform Extra Services. As used herein, "Extra Services" means any services, which are determined by the City to be necessary for the proper completion of Architectural – Engineering Services for a Solar Canopy Parking Structures, but which the Parties did not reasonably anticipate would be necessary at the execution of this Agreement. A written instrument signed by both Parties shall be required to authorize performance of and payment for Extra Services.

Section 30. ENTIRE AGREEMENT

a. This Agreement supersedes any and all prior or contemporaneous Agreement s, either oral or written, between the City and Consultant with respect to the subject matter of this Agreement.

b. This 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. No 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

This 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 agains t 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.

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Notwithstanding the foregoing, the Parties agree that Exhibit “B” is attached hereto for reference purposes and to the extent there are any ambiguities, inconsistencies or conflicts between the terms of this Agreement and Exhibit “B”, the terms of this Agreement shall control and nothing set forth in Exhibit “B” shall be deemed to supersede any of the provisions of this Agreement.

Section 32. NOTICES

a. Any 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 addr essed to the Parties as follows:

To the City: Alex Jauregui, City Planner
Planning Department
City of Victorville
14343 Civic Drive
Victorville, CA 92392

To Consultant: Laura Gough, Principal
studio 2G architects
811 Palm Street
San Luis Obispo, CA 93401

b. Notices, 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 AND

EMPLOYEES

No officer or employee of the City shall be personally liable to Consultant, 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 Consultant or to its successor(s), or for any breach of any obligation of the terms of this Agreement.

Section 34. REVIEW BY ATTORNEYS

Each 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. No waiver shall be binding unless executed in writing by the Party making the waiver.

b. No 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.
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c. Failure 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

This 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 Consultant or the payment of money by the City shall not relieve Consultant 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 Consultant.

Section 38. CAPTIONS AND HEADINGS

The captions 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

Except 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

In 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

If 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 validity 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.

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Section 43. DEFAULT

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 Party 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. Any 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. In 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

Except 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 exercis e 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

All 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 f orum in San Bernardino County, California.

Section 46. ATTORNEYS’ FEES

In 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

This Agreement shall not be binding upon the City, until signed by the authorized representative(s) of Consultant, approved by the City Attorney and the City’s Risk Manager, and executed by the authorized City personnel or the Mayor. 14 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

Section 48. REPRESENTATIONS OF PARTIES AND PERSONS EXECUTING

AGREEMENT

a. Each 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

This 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)

15 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written below.

THE CITY OF VICTORVILLE studio 2G Architects

By: ______________________________ By: ____________________________ Elizabeth Becerra, Laura Gough,
Mayor Principal

Dated: ___________________________ Dated: _________________________

ATTEST

By: ______________________________
Jennifer Thompson,
City Clerk

Dated: ___________________________

APPROVED AS TO FORM:

By: ______________________________
Andre de Bortnowsky,
City Attorney

Dated: ___________________________

By: ______________________________
Sandra Bostick,
Risk Manager

Dated: ___________________________

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16 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076

EXHIBIT “A”

SCOPE OF SERVICES

City agrees to engage Consultant and Consultant agrees to perform the work as generally described in the RFP for Project JM25-076 and applicable Addenda, portions of which are attached hereto for ease of reference as Exhibit "A" and the entirety of which is currently on file in office of the City Clerk; for the prices set forth in Consultant’s Proposal (attached hereto as Exhibit "B").

[insert Scope of Work Attachment]

A. PROJECT DESCRIPTION, OBJECTIVES, AND SCOPE OF SERVICES: The Consultant shall provide comprehensive services for the design and implementation of solar canopy structures. The project will be executed in three (3) phases, as outlined below:
• Phase 1A: Provide complete architectural and engineering services, including the preparation of construction documents for three (3) solar parking structure canopies and one (1) detached solar canopy.
• Phase 1B: Provide architectural and engineering consulting serv ices in support of construction activities, contingent upon the availability of grant funding. • Phase 1C: As additional grant funding becomes available, proceed with the construction administration services for the remaining solar canopy structures to complete the installation of the three (3) solar carport canopies and one (1) detached solar canopy. • As stated in Addendum 1, question 1 answer, the Phase 1C refers to the construction phase of the solar project and is included in the RFP for informational purposes only. While this phase outlines the anticipated scope of construction, any actual installation or construction work will be procured through a separate competitive bidding process, consistent with City procurement requirements.

The City may choose to implement all three phases concurrently if full grant funding is secured. In that case, the selected firm will be required to provide construction administration services, including oversight of the bidding process and project execution, based on the finalized construction documents.

Final Construction Plans
The Consultant shall submit architectural plans, structural plans, structural calculations, electrical
plans, applicable specifications, cost estimates and other related final documents required to construct the applicable elements of the project.
i. All drawi
ngs shall be prepared with AutoCAD software or design software that is compatible with the AutoCAD software approved by the City. The design shall be plotted using permanent drafting ink on Mylar and drafted on twenty-four inch by thirty-six inch (24" x 36") Mylar sheets. The final plans shall be signed by an architect - engineer registered in the State of California. All original drawings, copies, and electronic data (including but not limited to design files, models, and supporting documents) prepared by the Consultant under this Agreement shall remain the sole property of the City of Victorville at all times. Upon completion of the services or upon written request by the City, the Consultant shall deliver to the City all such materials, including one (1) USB flash drive containing the final deliverables in AutoCAD (.dwg) format or any other format specified by the City. The electronic data shall include, without limitation, all survey data, control points, coordinate geometry (COGO) files, and any other point information used or generated in the performance of this contract. Consultant agrees that all such deliverables shall be provided without restriction and free of proprietary rights, and Consultant shall not claim any ownership or copyright interest therein. The City shall have the irrevocable and unrestricted right to use, reproduce, distribute, modify, or reuse any and all such materials for any purpose, including but not limited to future design, construction, alteration, or maintenance of public works projects, without further compensation to the Consultant. The Consultant shall not claim any ownership, copyright, or other intellectual property interest

EXHIBIT A
17/Consultant/Professional Services Provider Agreement/studio 2G architects, LLP/Project JM25-076 in any of the deliverables provided and shall take all necessary steps to ensure that such rights are unencumbered.
ii. The Ci
ty will provide the Consultant with its boilerplate Specifications and Technical Provisions in Microsoft Word. The City will be responsible for compiling the Project Bid Package. The Consultant will provide a write up for the project specific scope of work in the Technical Specifications and provide special Technical Provisions beyond the City’s standard Technical Provisions. The Specifications shall be signed by the consultant Architect - Engineer registered in the state of California that it is complete and ready for bidding purposes and awarding contracts for construction of the improvements.

Proj
ect Administration Services and Support
The services below will only be authorized as funding becomes available.

1. The Consultant shall provide bidding support, including attendance at the pre-bid meeting/job walk, respond
to contractor requests for information (RFI’s), issue Architect/Engineer’s Supplemental Instructions and attend pre
-construction meetings.

2. The Consultant shall coordinate between the General Contractor (GC) and the City, review deliverables and time constraints, track the construction schedule, review progress payments, coordinat
e with suppliers and equipment orders, provide weekly progress reports to the City, manage
RFI’s, Potential Change Orders (PCO’s), and Change Orders (CO’s).

3. The Consultant shall conduct periodic construction observation to become generally familiar with
the progress and quality of the Work.

4. The
Consultant shall oversee project completion and final inspections including:
a. Issuance
of final construction affidavits indicating that the work has been generally completed in accordance with the contract documents to the best of the Firm’s knowledge, information, and
belief based on periodic observations of the Work.
b. Monitor submission of close-out documentation from the contractor including operation & maintenance manuals, warranties, as-built drawings (prepared by the contractor), and final certificate of completion.
(end of
this page)

EXHIBIT A
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EXHIBIT “B”

COST PROPOSAL

See Attachment

EXHIBIT B
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49/Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076 18 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076 EXHIBIT “C”

PREVAILING WAGE AND RELATED LABOR

REQUIREMENTS
See Attachment
CPSA – Exhibit “C” 1 studio 2G Architects, LLP/Project JM25-076 EXHIBIT “C”
PR

EVAILING WAGE AND RELATED LABOR REQUIREMENTS
a. Compliance with State Prevailing Wage Law. Pursuant to California Labor Code Section 1773, the City has obtained from the Director of the Department of Industrial Relations (“DIR”) the general prevailing rate of per diem wages and the general prevailing wage rate for holiday and overtime work applicable for each craft, classification, or type of worker in San Bernardino County, California, where this Agreement is to be performed. Copies of these prevailing rates of per diem wages are on file at the City of Victorville Finance Department/Purchasing Division and shall be made available for review to any interested party on request. Copies of these prevailing rate of per diem wages are also available from the State of California via the internet at http://www.dir.ca.gov/DLSR/PWD. Consultant and its subcontractors/subconsultants shall pay not less than said specified prevailing rate of per diem wages to all workers employed by them in the performance of the services and work required by this Agreement, Consultant shall be solely responsible for using the correct and current prevailing wage rates and performing accordingly.

An error on the part of any awarding body does not relieve the Consultant from the responsibility for payment of the correct prevailing wage, or compliance with the maintenance and inspection of payroll records, posting of prevailing wage rates at the work/job site , employment of apprentices, and other requirements of Labor Code Section 1720 et seq.; Labor Code Section 1810 et seq. ; California Code of Regulations, Title 8, Section 16000 et seq.; and all other applicable State labor laws.
b. Designation as Consultant Not Determinative. For purposes of this Agreement, Consultant and its subcontractors or subconsultants shall be subject to and shall comply with all provisions of the Labor Code applicable to contractors and subcontractors when they are engaged in the performance of any services or work under this Agreement, despite being designated as a Consultant or a subconsultant.
c. Conflict. It is further expressly agreed by and between the Parties hereto that should there be any conflict between the terms of this Exhibit “C” and the provisions of Consultant’s submitted scope of services, scope of work, bid proposal, cost proposal, and/or fee schedule (whether attached to this Agreement as Exhibit “A” or Exhibit “B”), the terms of this Exhibit “C” and Section 5 of this Agreement shall control, and nothing in this exhibit or the Agreement shall be considered as an acceptance of the terms of Consultant ’s submitted scope of services, scope of work, bid , proposal, cost proposal, and/or fee schedule which conflict with the requirements set out in this Exhibit “C” or Section 5.
d. Payroll Records. Consultant and its subcontractors/subconsultants must comply with the provisions of Labor Code sections 1776 and 1812 and all implementing regulations, including without limitation, those set forth in Title 8 of the California Code of Regulations, Section 16000 et seq. (hereinafter the “ Regulations”), which are fully incorporated by this reference, including requirements for electronic submission of payroll records to the DIR. (
1) Consultant and Subcontractor/Subconsultant Obligations. Consultant and each subcontractor or subconsultant must 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, CPSA – Exhibit “C” 2 studio 2G Architects, LLP/Project JM25-076

apprentice, worker, or other employee employed in connection with this Agreement. Each payroll record must contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

(a) The information contained in the payroll record is true and correct; and

(b) Consultant or subcontractor /subconsultant has complied with the requirements of Labor Code Sections 1771, 1811, and 1815 for any services or work performed by its employees on the Project.

(2) Certified Record. A certified copy of an employee’s payroll record must be made available for inspection or furnished to the employee or his or her authorized representative on request, to the City, to the Division of Labor Standards Enforcement, to the Division of Apprenticeship Standards of the DIR, and as further required by the Labor Code.

(3) Enforcement. Upon notice of noncompliance with Labor Code Section 1776, Consultant or subcontractor /subconsultant has ten days in which to comply with the requirements of this section. If Consultant or subcontractor fails to do so within the ten- day period, Consultant or subcontractor/subconsultant will forfeit a penalty of $100.00 per day, or portion a day, for each worker for whom compliance is required, until strict compliance is achieved. Upon request by the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement, these penalties will be withheld from payments then due to Consultant.

(4) Payment of Invoices. Copies of the certified payrolls, proof of payroll submissions, and appropriate lien releases are required with each invoice to the City. Payment of the invoice may be delayed when payroll -related documents and/or lien releases are not included with the invoice.

e. Apprentices. Consultant is responsible for compliance with the requirements governing employment and payment of apprentices, as set forth in Labor Code section 1777.5, which is fully incorporated by reference.

f. Notices. Pursuant to Labor Code section 1771.4, Consultant is required to post all Job Site notices, including prevailing wage rates and other notices, as required by regulation.

g. Other Labor Requirements. Consultant has the responsibility for and shall comply with all other applicable requirements of Labor Code Section 1720 et seq., Labor Code Section 1810 et seq ., the Regulations, and all other applicable State labor laws. Consultant further acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Consultant shall require the same of all its subcontractors/subconsultants.

h. Statutory Penalties. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hours laws will be enforced as follows:

(1) Pursuant to Labor Code section 1775, the Consultant and any subcontractor/subconsultant under it shall forfeit as a penalty to the City not more than Two Hundred Dollars ($200.00), for each calendar day, or portion thereof, for each worker paid less than the prevailing wage rate as determined by the Director of the DIR for such CPSA – Exhibit “C” 3 studio 2G Architects, LLP/Project JM25-076

work or craft in which such worker is employed for any public work done under this Agreement by it or by any subcontractor /subconsultant under it. The difference between such prevailing wage rate 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.

(2) Pursuant to Labor Code Section 1813, Consultant or its subcontractors/subconsultants shall, as a penalty to the City, forfeit twenty -five dollars ($25) for each worker employed in the execution of this Agreement by the respective Consultant or subcontractor/subconsultant for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week, except as specified in Labor Code Section 1815. In accordance with the provisions of Labor Code Section 1810 et seq., eight (8) hours is the legal working day.

i. DIR Monitoring. Pursuant to Labor Code Section 1771.4, this Agreement is subject to compliance monitoring and enforcement by the DIR.

j. DIR Registration . Pursuant to Labor Code Sections 1725.5 and 1771.1, Consultant and its subcontractors/subconsultants must be registered with the DIR prior to the execution of a contract to perform public works. By entering into this Agreement, Consultant represents that it is aware of the registration requirement and is currently registered with the DIR.

Consultant shall maintain a current registration for the duration of this Agreement. Consultant shall further include the requirements of Labor Code S ections 1725.5 and 1771.1 in any subcontract and ensure that all subcontractors/subconsultants are registered at the time this Agreement is entered into and maintain registration for the duration thereof.

P:\APPS\WPDATA\VVCA\0001-45 AGREEMENTS REVIEW & TEMPLATES \STUDIO 2G - WELLNESS CENTER SOLAR CANOPY \600.1-400.1-EXHIBIT C PWL CPSA TEMPLATE REV FOR STUDIO G CLEAN 09.25.25.DOCX

19 Consultant/Professional Services Provider Agreement/studio 2G Architects, LLP/Project JM25-076 EXHIBIT “D”

COMMUNITY DEVELOPMENT BLOCK GRANT
(CDBG) GRANT TERMS
See Attachment
EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 1 studio 2G Architects, LLP/Project JM25-076

For purposes of this Exhibit “ D”, the term “ Contractor” shall mean and include Consultant . This Agreement is funded in whole or in part with funds provided under the Community Development Block Grant (CDBG) program. As such, the Contractor shall comply with all applicable federal laws and regulations, including without limitation, the following :

1. Prohibition on Use of Debarred, Suspended, or Ineligible Contractors (24 CFR § 570.609) In accordance with 24 CFR § 570.609 and 2 CFR Part 180 (as supplemented by 2 CFR Part 2424 for HUD programs). By executing this Agreement, the Contractor certiﬁes that neither it nor any of its principals, aﬃliates, subcontractors, or subrecipients:
• Are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency;
• Have been convicted within the preceding three years of any of the oﬀenses listed in 2 CFR § 180.800(a), or had a civil judgment rendered against them for such oﬀenses; • Are presently indicted or otherwise criminally or civilly charged by a government entity for any of the listed oﬀenses; and
• Have not had one or more public transactions terminated for cause or default within the past three years.

The Contractor agrees to verify that none of its subcontractors or aﬃliates are debarred, suspended, or otherwise ineligible by checking the federal System for Award Management (SAM) at: https://www.sam.gov
The Contractor shall immediately notify the City of Victorville in writing if, during the term of this contract, the Contractor or any subcontractor becomes debarred, suspended, or otherwise ineligible for participation in federally funded programs.

Failure to comply with this requirement may result in termination of this Agreement, disallowance of costs, or other remedies available under applicable law and regulations.

2. The Contractor shall comply with the applicable Uniform Administrative Requirements, Cost Principles, and Audit Requirements for federal awards as set forth in:
• 2 CFR Part 200 (Uniform Guidance), including Subparts A–F; and • 24 CFR § 570.610 (which applies the Uniform Guidance to CDBG-funded activities).

These requirements include, but are not limited to:
a. Allowable Costs (2 CFR Part 200 Subpart E)
Costs charged to this Agreement must be necessary, reasonable, allocable, and allowable under 2 CFR §§ 200.403–200.405.
b. Financial Management (2 CFR § 200.302)
The Contractor shall maintain ﬁnancial management systems that provide accurate, current, and complete disclosure of ﬁnancial results of this Agreement. c. Procurement (2 CFR §§ 200.317 – 200.327)
If the Contractor is responsible for procurement under this Agreement, all procurement transactions must be conducted in a manner that is fair, open, and in compliance with the standards of 2 CFR Part 200.
d. Records Retention and Access (2 CFR § 200.334)
EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 2 studio 2G Architects, LLP/Project JM25-076

The Contractor shall retain records related to this Agreement for at least three (3) years after ﬁnal payment, or longer if required by the City or HUD. Records shall be made available to HUD, the City, the U.S. Comptroller General, or any of their authorized representatives upon request.
e. Audit Requirements (2 CFR Part 200 Subpart F)
If the Contractor expends $750,000 or more in federal funds during its ﬁscal year, it shall have a Single Audit conducted in accordance with 2 CFR §§ 200.500–200.521 and provide a copy to the City.

3. Equal Opportunity
The Contractor shall comply with all applicable federal equal employment opportunity laws and regulations as they relate to federally funded projects, including but not limited to:
a. Title VI of the Civil Rights Act of 1964 (42 U.S.C. § 2000d et seq.) Prohibits discrimination on the basis of race, color, or national origin under any program or activity receiving federal ﬁnancial assistance.
b. Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et seq.) Prohibits employment discrimination based on race, color, religion, sex, or national origin. c. Title VIII of the Civil Rights Act of 1968 (Fair Housing Act, as amended) Prohibits housing discrimination on the basis of race, color, religion, sex, disability, familial status, or national origin.
d. Section 109 of the Housing and Community Development Act of 1974 (42 U.S.C. § 5309) No person shall be excluded from participation in, denied the beneﬁts of, or subjected to discrimination under any program or activity funded in whole or in part with CDBG funds on the basis of race, color, national origin, sex, or religion. e. Executive Order 11246, as amended by Executive Orders 11375 and 12086 Requires the Contractor to not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin and to take aﬃrmative action to ensure equal opportunity.
f. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. § 794) Prohibits discrimination based on disability under any program or activity receiving federal ﬁnancial assistance.
g. The Age Discrimination Act of 1975 (42 U.S.C. § 6101 et seq.) Prohibits discrimination on the basis of age in programs or activities receiving federal ﬁnancial assistance.
h. Americans with Disabilities Act of 1990 (ADA), as amended Prohibits discrimination on the basis of disability in all services, programs, and activities provided to the public.

4. Aﬃrmative Action and Employment Practices
The Contractor shall:
• Take aﬃrmative action to ensure that applicants are employed and employees are treated during employment without regard to their race, color, religion, sex, national origin, age, or disability.

EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 3 studio 2G Architects, LLP/Project JM25-076

• Include this Equal Opportunity provision in all subcontracts and ensure compliance by subcontractors.
• Post in conspicuous places available to employees and applicants notices stating that the Contractor complies with all applicable federal equal employment opportunity laws. • Maintain records and submit reports as required by HUD or the City to demonstrate compliance with these requirements.

5. Conﬂict of Interest
In the procurement of supplies, equipment, construction, and services by Consultants, the conﬂict of interest provisions in 2 CFR § 200.317 and § 200.318, shall apply . Among other requirements, these provisions prohibit any employee, oﬃcer, or agent of the Contractor from participating in the selection, award, or administration of a contract supported by CDBG funds if a conﬂict of interest, real or apparent, would be involved.

I n a l l c a s e s n o t g o v e r n e d b y 2 C F R § 2 0 0 . 3 1 7 a n d § 2 0 0 . 3 1 8 , t h e p r o v i s i o n s o f S e c ti o n 570.611(a)(2) shall apply. The general rule is that: No person who is an employee, agent, consultant, oﬃcer, or elected oﬃcial or appointed oﬃcial of Consultant who exercises or has exercised any functions or responsibilities with respect to CDBG activities assisted under this Agreement, or who are in a position to participate in a decision making process or gain inside inf ormation with r egard t o such activities, may obtain a ﬁnancial interest or beneﬁt from a CDBG-assisted activity, or have a ﬁnancial interest in any contract, subcontract, or agreement with respect to a CDBG-assisted activity, or with respect to the proceeds of the CDBG-assisted activity, either for themselves or those with whom they have business or immediate family ties, during their tenure or for one year thereafter.

6. Intellectual Property Rights
T h e r i g h t s t o a n y w o r k o r o t h e r i n t a n g i b l e p r o p e r t y ( a s d e ﬁ n e d i n 2 C F R S e c ti o n 2 0 0 . 1 ) produced or acquired under this Agreement are determined by 2 C.F.R. § 200.315 (Intangible property). The City shall own any work produced under this Agreement, subject to the Federal; Government’s royalty-free, nonexclusive, and irrevocable right to obtain, reproduce, publish, or otherwise use the work or authorize others to receive, reproduce, publish, or otherwise use the work for Government purposes.

7. Section 3 Requirements
The work to be performed under this Contract is on a project receiving HUD ﬁnancial assistance and is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, and HUD regulations at 24 CFR Part 75. To the greatest extent feasible, and consistent with existing federal, state, and local laws and regulations, Contractor shall direct employment and economic opportunities to low- and very low-income persons, and to the business concerns that provide economic opportunities to such persons, in the project area.

8. Other Applicable Federal Provisions
The Contractor shall also comply with all Federal contract provisions required by Appendix II to 2 CFR Part 200 (2 CFR § 200.327) as applicable, which include the following:

a. Equal Employment Opportunity - Subd. (C). Except as otherwise provided under 41 CFR Part 60, if this Agreement meets the definition of a “federally assisted construction EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 4 studio 2G Architects, LLP/Project JM25-076

contract” in 41 CFR § 60 -1.3, then Contractor shall comply with the following equal opportunity clause, in accordance with Executive Order 11246 of September 24, 1965 entitled “Equal Employment Opportunity,” as amended by Executive Order 11375 of October 13, 1967 and implementation regulations at 41 CFR Chapter 60:

During the performance of this Agreement, Contractor agrees as follows:

1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin.

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; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.

2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.

3. The Contractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such o ther employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with the Contractor's legal duty to furnish information.

4. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

5. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.

EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 5 studio 2G Architects, LLP/Project JM25-076

6. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

7. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.

8. The Contractor will include the portion of the sentence immediately preceding paragraph 1 and the provisions of paragraphs 1 through 7 in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.

The applicant further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement.

The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the disc harge of the agency's primary responsibility for securing compliance.

The applicant further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 6 studio 2G Architects, LLP/Project JM25-076

with a contractor debarred from, or who has not demonstrated eligibility for, Government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal oppo rtunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, the applicant agrees that if it fails or refuses to comply with t hese undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this grant (contract, loan, insurance, guarantee); refrain from extending any further assistance to the applicant under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from such applicant; and refer the case to the Department of Justice for appropriate legal proceedings.

b. Davis-Bacon Act and Copeland “Anti-Kickback” Act - (Subd. (D)). If this Agreement involves the performance of construction work in excess of $2,000 Contractor must comply with the Davis-Bacon Act (40 U.S.C. 3141 -3144, and 3146- 3148) as supplemented by Department of Labor regulations (29 CFR Part 5). The Davis Bacon Act require s Contractors to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor and pay wages, not less than once a week. Contractors shall also be required to comply with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construc tion, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The C ontractor must report all suspected or reported violations of the aforementioned Acts to HUD.

c. Contract Work Hours and Safety Standards Act – (Subd. (E)). Applicable to all contracts in excess of $100,000 that involve the employment of mechanics, laborers (including watchmen and guards as defined by federal law and regulation), or construction work, but not to purchases of supplies or materi als or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence).

1. Contractor and all subcontractors shall comply with the Contract Work Hours and Safety Standards Act, 40 USC 3701 through 3708 (including sections 3702 and 3704), as supplemented by Department of Labor regulations at 29 CFR Part 5, which are incorporated herein by this reference.

2. Contractor and all subcontractors shall compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is subject to conditions, as stated in the Act and regulations. No laborer or mechanic shall be required to work in surroundings or under working conditions that are unsanitary, hazardous, or dangerous to health or safety.

d. Rights to Inventions Made Under a Contract or Agreement - (Subd. (F)). If this Agreement involves the performance of experimental, developmental, or research work (meeting the EXHIBIT “D”
CDBG Grant Terms

CPSA – Exhibit “D” 7 studio 2G Architects, LLP/Project JM25-076

definition of “funding agreements” (see 37 CFR Part 401)) , the rights of the City and the Federal Government in any resulting invention shall be in accordance with 37 CFR part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any applicable implementing regulations.

e. Clean Air Act and Federal Water Pollution Control Act - (Subd. (G)).

1. For all contracts in excess of $150,000, Contractor agrees to comply with: (1) all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.; and (2) all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251et seq.

2. Contractor further agrees to report each violation of the Clean Air Act and the Water Pollution Control Act to the City and understands and agrees that the City will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance.

f. Debarment and Suspension - (Subd. (H)) and requirements and certification specified in Section 1 of this Exhibit “D”.

g. Byrd Anti-Lobbying Amendment – (Subd. (I)).

1. Contractor, and each tier to the tier above, certifies that it will not and has not used federally appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, o fficer or employee of Congress, or an employee of a Member of Congress in connection with the making or obtaining of any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the recipient who in turn will forward the certification(s) to the federal awarding agency.

2. Consultant shall file the required certification, attached to this Exhibit “ D” and shall obtain such certifications for all subcontracts in excess of $100,000.

h. Procurement of Recovered Materials - (Subd. (J) and 2 CFR § 200.323). Contractor shall comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA EXHIBIT “D”
CDBG Grant Terms
CPSA – Exhibit “D” 8 studio 2G Architects, LLP/Project JM25-076 guidelines. available at EPA’s Comprehensive Procurement Guidelines webpage:
https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. i. P
rohibition on Certain Telecommunications and Video Surveillance Services or Equipment (Subd. (K) and 2 CFR § 200.2 16). Contractor is prohibited from obligating or expending loan or grant funds to:

1. Procure or obtain;

2. Extend or renew a contract to procure or obtain; or

3. Enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part o f any system. As described in Public Law 115 -232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

A. For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

B. Telecommunications or video surveillance services provided by such entities or using such equipment.

4. Telecommunications or video surveillance equipment or services produced o r p
rovided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. j. D
omestic Preferences for Procurement – (Subd. (L) and 2 CFR § 200.322).

1. As appropriate, and to the extent consistent with law, Contractor should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is n ot limited to iron, aluminum, steel, cement, and other manufactured products.

2. For purposes of this clause:

A. Produced in the United States means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States.

B. Manufactured products mean items and construction materials composed in whole or in part of non -ferrous metals such as aluminum; plastics and polymer-based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.

P:\APPS\WPDATA\VVCA\0001-45 AGREEMENTS REVIEW & TEMPLATES\ STUDIO 2G - WELLNESS CENTER SOLAR CANOPY\ 450.7-EXHIBIT D - CDBG CONTRACT TERMS REVISED CLEAN 09.25.25 V5.DOCX

NONLOBBYING CERTIFICATION FOR FEDERAL CONTRACT
The undersigned certifies, to the best of his or her knowledge and belief, that:
(1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.
(2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form -LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions.
(3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subreci pients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

Consultant Name: ____________________________________________________________

__________________________________________ ___________________________ Signature of Consultant’s Authorized Officer Date

___________________________________________________________________________ Name and Title of Consultant’s Authorized Officer

Victorville City CouncilOctober 7, 2025

Victorville City Council
October 7, 2025