Victorville City Council
October 6, 2026

Attachment A
Agreement with Goodwill
Industries of Southern
California
1 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048

CONSULTANT/PROFESSIONAL SERVICES AGREEMENT

BETWEEN

THE CITY OF VICTORVILLE
AND

GOODWILL INDUSTRIES OF SOUTHERN CALIFORNIA
FOR

OLD TOWN BEAUTIFICATION WORKFORCE DEVELOPMENT INITIATIVE

CALTRANS COMMUNITY CLEANUP & EMPLOYMENT PATHWAYS (CCEP) GRANT CITY PROJECT NO. CFC27-048
THIS CONSULTANT/PROFESSIONAL SERVICES AGREEMENT (hereinafter “Agreement”), dated September 23, 2026, for reference purposes only, is made and entered into by and between THE CITY OF VICTORVILLE, a California municipal corporation and charter city, hereinafter the “City”, and GOODWILL INDUSTRIES OF SOUTHERN CALIFORNIA, a California nonprofit corporation, hereinafter “Consultant.” City and Consultant are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

RECITALS
WHEREAS, on May 19, 2026, the City Council of the City of Victorville (“City Council”) adopted Resolution No. 26-047 and approved acceptance of the California Department of Transportation (“CALTRANS”) Community Cleanup and Employment Pathways ("CCEP") Grant in the amount of $300,000.00 to support workforce development, employment readiness, and community beautification activities for individuals experiencing homelessness or housing instability; and
WHEREAS, Pursuant to Resolution No. 26-047, the City Manager executed CALTRANS’ Restricted Grant Agreement No. 08-CCEP-05 (hereinafter the “RGA”); and WHEREAS, pursuant to the City’s application, the City dedicated $130,750.00 of said CCEP Grant to create workforce development and employment pathway opportunities specifically for Victorville Wellness Center participants, with the goal of increasing self-sufficiency, income stability, and successful transitions to permanent housing (collectively hereinafter the “Services”, which are more fully described in the Scope of Services attached hereto as Exhibit A); and WHEREAS, although not originally designated in the City’s CCEP Grant application to provide the Services specified herein, Consultant is experienced and well-known for providing workforce development services. Given the short period in which the Services are to be performed and the grant funds expended, CALTRANS recently approved the City’s use of Consultant in lieu of Symba Center, which due to reasons beyond the City’s control, was unable to perform as specified in the application; and
WHEREAS, Consultant desires to furnish the Services and represents and warrants that it is fully qualified to perform the Services required by this Agreement by virtue of its experience and the training, education, and expertise of its principals and its employees; and WHEREAS, Consultant has been advised that the services to be provided under this Agreement are funded in whole or in part with financial assistance pursuant to the RGA and agrees to comply with all applicable rules and regulations to which City is bound by the terms of 2 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 said RGA which is attached to this Agreement as Exhibit D, and further detailed in Section 12 and referenced in other provisions of this Agreement; and WHEREAS, in light of the facts set forth above, the City desires to retain Consultant to provide, on an independent contractor basis, professional services to the City for the Old Town Beautification Workforce Development Initiative, City Project No. CFC27-048 (hereinafter the “Project”).

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 foregoing Recitals constitute the factual basis upon which City and Consultant have entered into this Agreement. City and Consultant acknowledge the accuracy of the Recitals, and therefore incorporate them into this Agreement, including any definitions set forth therein.

Section 2. RENDITION AND SCOPE OF SERVICES
Consultant agrees to render the Services to the City for the Project in accordance with the terms and conditions of this Agreement and the RGA. The scope of Consultant’s Services shall consist of the Services set forth in Exhibit A.

Section 3. COMPENSATION; BUDGET
a. Consultant agrees to perform all the Services described in Section 2 of this Agreement for a total sum not to exceed ONE HUNDRED THIRTY THOUSAND SEVEN HUNDRED FIFTY AND 00/100 DOLLARS ($130,750.00). 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 the budget attached hereto as Exhibit B; (ii) appear on Consultant’s monthly invoices to City; (iii) are supported by appropriate receipts, proof of payment, and other such documentation as the City and the provisions of RGA require; and (iv) are directly related to the Services to be performed under this Agreement. Travel and per diem reimbursements and third-party contract reimbursements to Consultant or its subrecipients, contractors, or subcontractors, will be allowable as Project costs only after those costs have been incurred and paid for by Consultant, its subrecipients, contractors, and subcontractors. In addition, any and all reimbursements shall be made in accordance with any City policy governing the same. b. The City shall pay Consultant as set out in Exhibit B; provided, however, that nothing in said Exhibit B shall be deemed or construed to modify, expand, override, or supersede the terms, conditions, or provisions contained in this Agreement, including, without limitation, those specified in Sections 5, 12, or in the RGA. 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, as 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.a, above. Provided that invoices are sufficiently detailed and correct, expenses are allowable under the RGA, and 3 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 Services have been satisfactorily rendered, Consultant’s invoices shall be paid by the City approximately thirty (30) working days following receipt. c. Cost Principles. Consultant agrees to comply with Title 2, Code of Federal Regulations (CFR), Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (“2 CFR Part 200”).
(1) Consultant agrees, and will assure that its contractors, sub-recipients, in-kind contributors, and subcontractors will be obligated to agree, that (a) Contract Cost Principles and Procedures, 48 CFR, Federal Acquisition Regulations System, Chapter 1, Part 31, et seq., shall be used to determine the allowability of individual Project cost items; and (b) all parties shall comply with Federal administrative procedures in accordance with 2 CFR Part 200. Every sub-recipient receiving Project funds as a sub-recipient, contractor, or subcontractor under this Agreement shall comply with Federal administrative procedures in accordance with 2 CFR Part 200 to the extent applicable. (2) Prior to Consultant seeking reimbursement of indirect costs, Consultant must have identified estimated indirect cost rate in Attachment II to the RGA, prepare and submit annually to CALTRANS for review and approval an indirect cost rate proposal and a central service cost allocation plan (if any) in accordance with 2 CFR Part 200 and Chapter 5 of the Local Assistance Procedures Manual which may be accessed at:
https://dot.ca.gov/-/media/dot-media/programs/local-assistance/documents/lapm/ch05.pdf. Indirect costs are not a part of this grant allocation.
(3) Consultant agrees and shall require that all its agreements with subconsultants and subrecipients contain provisions requiring adherence to this Subsection c in its entirety.

Section 4. CONFLICTING PROVISIONS; INTERPRETATION
a. The terms, conditions, and provisions contained in the body of this Agreement, together with those contained in any exhibits or appendices prepared or supplied by the City (whether attached to this Agreement or incorporated solely by reference) shall, in the event of any conflict or ambiguity, control and take precedence over any terms, conditions, or provisions contained in any document prepared or submitted by Consultant (whether attached to this Agreement as an exhibit or incorporated solely by reference), including without limitation, any proposal, scope of services or work, or cost or fee schedule. b. 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 against either of them.

Except as limited by this Section 4 or other express provisions of this Agreement, all the applicable rules of interpretation of contract shall govern.

Section 5. PREVAILING WAGE AND RELATED LABOR PROVISIONS Consultant 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 4 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 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, 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. 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.

Section 6. TERM
Unless earlier terminated in accordance with the provisions of Section 21, the term of this Agreement shall be for a period of not more than Nine (9) Months, commencing on October 1, 2026 (the “Effective Date”) and expiring on June 30, 2027 (the “Initial Term”). This Agreement shall automatically terminate and end upon the expiration of the Initial Term unless: (a) option periods are provided for in this Section and are exercised by the City; or (b) the term of this Agreement is extended by written agreement of the Parties prior to the expiration of the Initial Term. Consultant shall complete the Services within the term of this Agreement and shall meet any other established schedules and deadlines. Consultant shall not receive reimbursement or payment for Services rendered after June 30, 2027.

Section 7. INDEPENDENT CONTRACTOR STATUS
a. It is understood and agreed that Consultant (including Consultant’s employees/personnel) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto for any purpose whatsoever. Neither Consultant nor any of Consultant's officers, employees, or agents shall obtain rights to retirement, health care, or any other benefits which may otherwise accrue to City's employees, and Consultant expressly waives any claim Consultant may have to any such rights. Consultant understands and agrees that this Agreement does not create a partnership, joint venture, association, or employer-employee relationship between the Parties. b. The employees and/or personnel performing the Services under this Agreement on behalf of Consultant shall at all times be under Consultant’s exclusive direction and control.

Consultant shall pay all wages, salaries, and other amounts due to its employees and/or personnel in connection with the performance of the Services and shall be responsible for all reports and obligations respecting them, including but not limited to, social security, income tax withholding, unemployment compensation, workers’ compensation, and other similar matters.

City shall have no voice in the selection, discharge, supervision, or control of Consultant’s employees/personnel, or in fixing their number, compensation, or hours of service. c. Nothing in this Agreement shall be interpreted to preclude Consultant from working for other persons or agencies during the term of this Agreement, provided that such work does not create a conflict of interest. Nor shall this Agreement be interpreted to imply that the Parties must maintain any contractual relationship with each other on a continuing basis after termination of this Agreement. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Consultant use City facilities, equipment or support services, or work in City 5 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 locations. The Consultant further acknowledges that the Services to be provided under this Agreement are outside of the usual course of the City's business operations and that Consultant is customarily engaged in an independent trade, profession, or business which provides services similar to those it will provide to City hereunder.
d. Any provision of this Agreement that may appear to give the City a right to direct Consultant concerning the details of performing its obligations and/or duties under this Agreement, or to exercise any control over such performance, shall mean only that Consultant shall follow the direction of the City concerning the results of the performance.

Section 8. NOT AGENT OF THE CITY
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.

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 9. PRINCIPAL REPRESENTATIVES OF THE PARTIES
a. ________________, ___________________ or his/her designee, 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. William Lamas, Homelessness Solutions Manager or his/her designee (hereinafter “City’s Project Manager”) 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, and such other functions and duties as are specified elsewhere 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 in the manner set forth in this Agreement.

Section 10. LICENSES AND PERMITS
Consultant warrants and represents that it, its employees, and its subcontractors or subconsultants have obtained and will maintain at all times during the Initial Term of this Agreement and during any Option Period(s) or other extensions of the term hereof, all business licenses, professional licenses or certifications, regulatory approvals, or permits necessary for performance of the Services, including without limitation, a City of Victorville business license.

Section 11. STANDARD OF CARE; FAMILIARITY WITH SERVICES a. Consultant agrees to and shall 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. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services and warrants that all its employees 6 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 and subcontractors/subconsultants shall have sufficient skill and experience to perform the Services assigned to them. By executing this Agreement, Consultant warrants that it:
(1) Has thoroughly investigated and considered the Services to be performed; (2) Has investigated the issues regarding the scope of services to be provided; (3) Has carefully considered how the Services and any related work should be performed; and
(4) Fully understands the facilities, difficulties, and restrictions associated with performance of the Services required by this Agreement. b. 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 City’s Project Manager. c. Without additional compensation to Consultant and at no cost to City, Consultant shall correct or revise all errors, mistakes, or deficiencies in its work product, studies, reports, designs, drawings, specifications, or other Services.

Section 12. GRANT FUNDING AND ADDITIONAL FEDERAL REQUIREMENTS a. CCEP RGA. This Agreement is funded in whole or in part with assistance from CALTRANS as described in the RGA attached hereto as Exhibit D. Consultant and its subcontractors and/or subconsultants (if any) agree to and shall comply with all requirements, laws, and/or rules and regulations specified in or applicable to the RGA in Exhibit D in the performance of this Agreement. Notwithstanding anything to the contrary herein, all applicable financial assistance program document(s) and/or grant agreement rules, requirements, statutes, and regulations specified in Exhibit D shall be deemed to control in the event of a conflict with other provisions of this Agreement. Failure to comply with the applicable provisions of RGA shall constitute grounds for the City to terminate this Agreement. In the event Consultant enters into any subcontracts for the performance of Services hereunder, Consultant shall include and enforce all terms required in Exhibit D in each subcontract.
b. Debarment and Suspension. Consultant certifies that neither it nor its principals or subconsultants/subcontractors is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency. (See the following United States General Services Administration's System for Award Management website https://www.sam.gov). c. Procurement of Recovered Materials. Consultant shall comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of Section 6002 include procuring only items designated in the 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 7 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
d. Domestic Preference for Procurements. Consultant should, to the greatest extent practicable, and consistent with law, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause:

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. 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. e. Prohibition on Certain Telecommunications and Video Surveillance Equipment or Services. Federal loan or grant funds must not be obligated or expended to procure or obtain, extend or renew a contract to procure or obtain, or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, as further specified in 2 CFR §200.216, which is fully incorporated herein by this reference. Consultant agrees to comply with this regulation in the performance of this Agreement.

Section 13. CONFLICT OF INTEREST
a. The City covenants that no governing body member, officer, agent, or employee of the City engaged in the selection, award, or administration of this Agreement shall have any prohibited conflict of interest, whether real or apparent, in this Agreement or the proceeds thereof.

No officer or employee of the City shall have any financial or other interest in this Agreement that would violate Government Code Section 1090 et seq. (“Section 1090”); Government Code Section 81000 et seq. (the “Political Reform Act”), including the regulations promulgated by the Fair Political Practices Commission (“FPPC”) at 2 Cal. Code Regs. Section 18104 et seq. (“FPPC Regulations”); or 2 CFR Section 200.318(c).
b. Consultant warrants and represents that it has no known relationships with third parties, City Council members, or officers/employees of the City which would: (1) present a conflict of interest pursuant to Section 1090, the Political Reform Act, the FPPC regulations, or any other applicable conflict of interest law; or (2) prevent Consultant from faithfully performing the Services required by this Agreement. Consultant further specifically warrants and represents that it has not employed any official or employee of the City in the twelve months immediately preceding the earlier of (1) the Effective Date of this Agreement or (2) the date it submitted its proposal to the City, and agrees not to employ any official or employee of the City during the Initial Term of this Agreement or during any Option Period(s) or other extensions of the term hereof. c. 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, or which would constitute a violation of any state or federal conflict-of-interest law, including, without limitation, the laws and regulations set forth in subdivision a of this Section 13. Consultant further covenants that in the performance of such Services, no officer, employee, or agent of Consultant having such interest shall be employed by 8 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 it. Acquisition or maintenance of a conflicting interest by Consultant may result in termination of this Agreement by the City.
d. If Consultant meets the definition of a “consultant” as set forth in Section 18700.3 of the FPPC Regulations, Consultant shall disclose its financial interests as required by the City’s Conflict of Interest Code, the FPPC Regulations, and the Political Reform Act, as such may be amended from time to time, by completing and filing a FPPC Form 700 - Statement of Economic Interests with the City Clerk’s office pursuant to written instructions provided by the City Clerk.

Section 14. COMPLIANCE WITH LAWS
a. General. Consultant shall keep itself informed of and in compliance with all applicable federal, state, or local laws (including the Victorville Municipal Code “VMC”), to the extent such laws control or otherwise govern the performance of the Services under this Agreement. Consultant’s compliance with applicable laws shall include, without limitation, all applicable Cal/OSHA requirements; any rule, regulation, or bylaw governing the conduct or performance of Consultant or its employees, officers, or board members; and the Americans with Disabilities Act (ADA) of 1990, as amended, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA (42 USC Section 12101 et seq.). In particular, Consultant shall perform the Services required hereunder in accordance with all applicable federal, state, and local laws and codes, including those specified in the RGA attached hereto as Exhibit D.
b. Equal Employment Opportunity; Nondiscrimination. Consultant represents that it is an equal opportunity employer and agrees to comply with applicable state and federal laws and regulations governing equal employment opportunity and non-discrimination. Consultant shall comply with the following provisions and agrees to include them in all contracts and subcontracts it enters into for the provision of Services under this Agreement:
(1) During the performance of this Agreement, Consultant, its contractors, its subrecipients, and its subcontractors shall not deny the contract'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, 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.

Consultant shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.
(2) Consultant shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code Sections 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 11000 et seq.), the provisions of Article

9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code Sections 11135-11139.5), and the regulations or standards adopted by CALTRANS to implement such article.
(3) Consultant shall permit access by representatives of the Department of Fair Employment and Housing and CALTRANS upon reasonable notice at any time during the 9 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 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 CALTRANS shall require to ascertain compliance with this clause. (4) Consultant and its contractors, its sub-recipients, 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.
c. Verification of Employment Eligibility. By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986 (8 USC Sections 1101-1525) as such may be amended from time to time, and shall require any subcontractors or subconsultants to also comply. d. Drug-Free Workplace. Consultant and all its subcontractors (if any) shall comply with the requirements of the Drug-Free Workplace Act of 1990 (Government Code Section 8350 et seq.) in the manner set forth in the provisions of the RGA in Exhibit D. e. Executive Order N-6-22 Russia Sanctions. On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine (https://ofac.treasury.gov/sanctions-programs-and-country-information/ukraine-russia-related-sanctions). The EO, located at https://www.gov.ca.gov/wp-content/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf, directs state agencies and their contractors (including by agreement or receipt of a grant) to terminate contracts with, and to refrain from entering any new contracts with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should it be determined that Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this Agreement.

Section 15. INSURANCE REQUIREMENTS
a. Consultant shall procure and maintain at its sole expense during the Initial Term of this Agreement and during any Option Period(s) or other extensions of the term hereof, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Services hereunder and the results of such performance by the Consultant, its officers, agents, representatives, employees, or subcontractors. These insurance requirements are the minimum requirements for this Agreement: the City in no way warrants that the minimum limits contained herein are sufficient to protect the Consultant from liabilities that might arise out of the performance of the Services under this Agreement by the Consultant, its officers, agents, representatives, employees, or subcontractors. Consultant is free to purchase additional insurance as it deems appropriate. Consultant acknowledges and agrees that the insurance requirements specified herein do not reduce the liability Consultant has assumed in the indemnification/hold harmless section of this Agreement. b. Required minimum coverages, endorsements, and other insurance requirements with which Consultant must comply are attached hereto as Appendix 1. Consultant’s failure to maintain the minimum required insurance shall constitute a default and material breach of this Agreement.
10 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 Section 16. REPORTS
Upon request by the City’s Project Manager and as otherwise required by this Agreement, including but not limited to the provisions of Exhibit A, Consultant shall prepare and submit reports to the City concerning Consultant's performance of the Services required by this Agreement.

Section 17. BOOKS AND RECORDS; AUDIT
a. Consultant its contractors, subcontractors, and subconsultants shall comply with 2 CFR Part 200 and shall keep such books and records as shall be necessary to perform the Services required by this Agreement and enable the City’s Project Manager to evaluate the performance of such Services.
b. Consultant shall retain, protect, and maintain in an accessible location all books and records, including without limitation, financial books and records relating to charges for services or expenditures and disbursements charged to the City under this Agreement, regardless of the medium in which they are kept, for a minimum of four (4) years from the date final payment is made to Consultant hereunder, or for any longer period required by law. All such records shall be made available to the City Manager or his/her designee for inspection, audit, the making of transcripts, and/or copying at any time during regular business hours, upon reasonable notice but in no case less than 24 hours' advance notice.
c. All financial books and records shall be maintained in accordance with generally accepted accounting principles (GAAP) and Consultant shall establish and maintain an accounting system and records that properly accumulate and segregate incurred Project costs and matching funds by line. The accounting system of Consultant, its subconsultants and subcontractors shall likewise conform GAAP, enable the determination of incurred costs at interim points of completion, and provide support for reimbursement payment vouchers or invoices. d. Pursuant to Government Code Section 8546.7, this Agreement shall be subject to the examination and audit of the State Auditor for a period of three (3) years after the final payment is made under this Agreement, as well as to representatives of CALTRANS and auditors representing the federal government. The granting agencies, or such entities or agencies they may designate, shall have the same audit and inspection rights as the City, or such audit, inspection and related rights as set forth in Section III, Paragraph 21 of the RGA in Exhibit D.

The provisions of this Section 17 shall survive the expiration or termination of this Agreement.

Section 18. CONFIDENTIALITY; OWNERSHIP OF MATERIALS AND DOCUMENTS 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 City’s Project Manager or as required by applicable law.
11 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 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 City’s Project Manager or as required by applicable law.
d. All original documents, reports, designs, drawings, specifications, maps, electronic data, 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 by City’s Project Manager. Consultant shall have no claim for further engagement or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Such materials may be used, reused, or otherwise disposed of by the City without the permission of Consultant. e. Consultant, its subcontractors, and Subrecipients in providing service under this Agreement shall conform to the provisions of Section III, Paragraphs 31-33 of the RGA and affirmatively agree to avoid designing or developing any items that infringe one (1) or more patents or other intellectual property rights of any third party. If Consultant, its subcontractors, and Subrecipients become aware of any such possible infringement in the course of performing any work under this Agreement, Consultant, its subcontractors, and/or Subrecipients shall immediately notify the City in writing, and City will then immediately notify CALTRANS in writing. f. Consultant’s covenants under this Section 18 shall survive the expiration or other termination of this Agreement.

Section 19. PUBLIC RECORDS ACT
Consultant acknowledges that the City is a public agency subject to the California Public Records Act, Cal. Gov. Code § 7920.000 et seq., (the “CPRA”). As such, this Agreement and all records related to its formation, Consultant’s performance of Services, and City's payment are public records subject to disclosure upon request, unless a specific exemption in the CPRA applies. If Consultant’s proprietary information is contained in documents or information submitted to City in other forms of media, and Consultant claims that such information falls within one or more CPRA exemptions, Consultant must clearly mark such information “Confidential and Proprietary,” identify the specific lines containing the information, and specify the CPRA section(s) supporting its claim of exemption. In the event of a request for such information, the City will make best efforts to provide notice to Consultant prior to such disclosure. If Consultant contends that any documents are exempt from the CPRA and wishes to prevent disclosure, Consultant must obtain a protective order, injunctive relief, or other appropriate remedy from a court of law in San Bernardino County before the City is required to respond to the CPRA request. If Consultant fails to obtain such remedy within the time the City is required to respond to the CPRA request, City may disclose the requested information without any liability to Consultant. Consultant further agrees that it shall defend, indemnify, and hold the City harmless against any claim, action or litigation (including but not limited to all judgments, costs, and attorney’s fees) that may result from denial by City of a CPRA request for information arising from any representation, or any action (or inaction), by the Consultant.
12 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 Section 20. 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 addressed to the Parties as follows:

To City: To Consultant

CITY OF VICTORVILLE
14343 Civic Drive
Victorville, CA 92392
Attn: Mica Schuler
Economic Development Administrator

GOODWILL INDUSTRIES OF SOUTHERN

CALIFORNIA

ADDRESS

ADDRESS
Attn: ________________________
Title: ________________________
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. b. Either Party may change its address by giving notice in writing to the other Party in the manner set forth above.

Section 21. TERMINATION OR SUSPENSION
a. Termination Without Cause. At any time and without cause, either Party may terminate this Agreement by giving thirty (30) days' written notice to the other Party. In the event of such termination without cause, City shall only be liable for payment under the payment provisions of this Agreement for Services rendered or supplies actually furnished prior to the date the termination becomes effective, and Consultant shall deliver to City any work product, whether complete or incomplete.
b. Termination For Cause (Default). In the event of Consultant’s substantial failure to meet its obligations under this Agreement, City may elect to give Consultant ten (10) days' written notice and an opportunity to cure. If the Consultant has not cured the defects in its performance as specified in the City’s written notice within said ten (10) days, the City may terminate this Agreement for cause. 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 date termination becomes effective, and Consultant shall deliver to City any work product, whether complete or incomplete.
c. Suspension. City may, at any time, temporarily suspend Consultant’s performance, in whole or in part, by giving a written notice of suspension to Consultant. If City gives such notice, Consultant shall immediately suspend its activities under this Agreement as specified in the notice.
d. Rights and Remedies. The rights and remedies of the City provided in this Section shall not be exclusive and are in addition to any other rights and remedies provided by law, in equity, or under this Agreement.
13 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 e. No Waiver. Any failure or delay by the City in asserting any of its rights or remedies as to termination for cause shall not operate as a waiver of any defects in Consultant’s performance or of any rights or remedies the City may have with respect to such defects.

Section 22. 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 Initial Term of this Agreement, or during any Option Period(s) or other extensions of the term hereof, 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 the Services described herein 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 23. INDEMNIFICATION
a. Non-Design Professional Indemnification. To the fullest extent permitted by law, Consultant shall immediately defend, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, representatives, and agents (collectively the “City Indemnitees”), from and against any and all liability, damage, actions, suits, proceedings, claims, demands, losses, expenses, and costs (including reasonable legal fees and costs of litigation), for any personal injuries, deaths, or property damage, including property owned by the City (collectively “Claims”) arising out of or in connection with Consultant’s performance of the Services described in this Agreement or its failure to comply with any of its obligations contained in this Agreement, except such Claims caused by the sole negligence or willful misconduct of the City Indemnitees.
b. Design Professional Indemnification. To the extent that the Services provided under this Agreement are those of a “Design Professional,” as that term is defined in Section 2782.8 of the California Civil Code, which section is incorporated into this Agreement by this reference, Consultant's duty to indemnify, hold harmless, and defend the City Indemnitees shall be limited to 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. 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. 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 23, because of the acceptance by or deposit with the City of any insurance policy or certificate required pursuant to this Agreement. The hold harmless, defense, and indemnification provisions of this Section 23 shall apply regardless of whether said insurance policies are determined to be applicable to any Claims described herein. d. The City’s acceptance of Consultant’s Services shall not operate as a waiver of the City’s rights under this Section 23. The obligation to indemnify, hold harmless, and defend as 14 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 set forth in this Section 23, is binding on the successors, assigns, or heirs of Consultant and shall survive the expiration or any termination of this Agreement. e. If Consultant subcontracts any portion of the Services to be performed under this Agreement, Consultant shall obtain executed indemnity agreements with provisions identical to those set forth in this Section 23 from each subcontractor/subconsultant. If Consultant fails to do so, it shall be fully responsible to indemnify the City as set forth herein. Failure of the City to monitor Consultant’s compliance with these provisions shall not constitute a waiver thereof.

Section 24. GENERAL PROVISIONS
a. Entire Agreement. This Agreement, including all exhibits, appendices, or other attachments, represents the entire and integrated agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, negotiations, understandings, promises, and agreements, either oral or written. Neither Consultant nor City has made any promises or representations, other than those contained in this Agreement. 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 written modification or amendment to this Agreement, shall be valid or binding on either Party. b. Nonliability of City Officers and Employees. No officer, official, or employee of the City shall be personally liable to the 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 the Consultant or to its successor, or for any breach of any obligation of the terms of this Agreement. c. Time of the Essence. Time is of the essence in the performance of this Agreement. d. 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. e. Waiver. The waiver by City or Consultant of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of any other term, covenant, or condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained. No term, covenant, or condition of this Agreement shall be deemed to have been waived by City or Consultant unless in writing signed by one authorized to bind the party to be charged with the waiver. 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.
f. Assignment. Neither this Agreement, nor the rights and duties of the Parties hereunder, shall be assigned by either Party without the prior written consent of the other Party. g. 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. h. Successors, Heirs, and Assigns. Except as otherwise expressly provided herein, this Agreement shall be binding upon the successors, endorsees, assigns, heirs, and personal 15 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 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. i. 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. j. 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.
k. 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.
l. Unauthorized Use of City Name. Consultant acknowledges the provisions of VMC Chapter 1.06 and agrees not to use the City of Victorville’s name, logo, seal, or other identifying marks in any marketing materials, magazine, trade paper, newspaper, television or radio production, or other similar medium, without the prior written consent of the City. Consultant shall not state, imply, or in any way represent to any third party that City has endorsed or approved Consultant or any of its services or products; nor shall Consultant present City-owned facilities, programs, or materials as its own or use any City-created content without the City’s prior written consent. The City reserves the right to withhold consent to any use requested hereunder in the City's sole and absolute discretion.
m. 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 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.
n. 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 forum in San Bernardino County, California.
o. 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.
p. No Third-Party Beneficiaries. The City and Consultant are the only Parties to this Agreement and are the only Parties entitled to enforce its terms. Except as expressly set forth in this Agreement, nothing herein gives, is intended to give, or shall be construed to give or provide, any right or benefit, whether directly or indirectly or otherwise, to third persons. 16 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 q. False Claims Acts. Consultant warrants and represents that neither Consultant nor any person who is an officer of, in a managing position with, or has an ownership interest in Consultant has been determined by a court or tribunal of competent jurisdiction to have violated the Federal or California False Claims Acts, 31 U.S.C. Section 3789 et seq., and Cal. Gov. Code Section 12650 et seq., respectively.

Section 25. EFFECTIVENESS OF AGREEMENT
This Agreement shall not be binding upon the City until signed by the authorized representative(s) of Consultant, approved as to form by the City Attorney, approved by the City’s Risk Manager, and executed by authorized City personnel or the Mayor.

Section 26. REPRESENTATIONS OF EXECUTING PARTIES AND PERSONS 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. The persons executing this Agreement further warrant that they are duly authorized to execute this Agreement on behalf of and bind the Parties each purport to represent.

Section 27. COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts delivered and/or signatures executed by City-approved electronic or digital means shall have the same force and effect as the use of a manual signature. Both Parties desire this Agreement to be electronically signed in accordance with applicable federal and California law. Either Party may revoke its agreement to use electronic signatures at any time by giving notice to the other Party pursuant to this Agreement. The City reserves the right to reject any signature that cannot be positively verified by the City as an authentic electronic signature.

Section 28. INCORPORATION OF EXHIBITS AND APPENDICES
The following attached exhibits and appendices are incorporated and made part of this Agreement, subject to the terms and provisions herein contained:

Exhibit A Scope of Services
Exhibit B Project Grant Budget
Exhibit C Prevailing Wage And Related Labor Requirements Exhibit D RGA Grant Funding Requirements
Appendix 1 Insurance Requirements
[END OF THIS PAGE]
17 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the dates written beneath their signatures below.

CITY OF VICTORVILLE GOODWILL INDUSTRIES OF SOUTHERN

CALIFORNIA
By: By:

Name: Keith C. Metzler Name:

Title: City Manager Title:

Date: Date:

ATTEST
___________________________________
Jennifer Thompson, City Clerk

APPROVED AS TO FORM
___________________________________
Andre de Bortnowsky, City Attorney

RISK MANAGEMENT
___________________________________
Sandra Bostick, Risk Manager
P:\APPS\WPDATA\VVCA\0001-41-NAVIGATION WELLNESS CENTER\CCEP DOT GRANT -OLD TOWN BEAUT PROJECT 2026\GOODWILL INDUSTRIES\001.3-CPSA GOODWILL CCEP GRANT DRAFT CLEAN VER 09.23.26.DOCX 19 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048

EXHIBIT A

SCOPE OF SERVICES
See Attachment
CPSA – Exhibit A 1 Goodwill Industries / Project No. CFC27-048

EXHIBIT A
Community Cleanup and Employment Pathway (CCEP) Grant - City of Victorville Old Town Beautification and Workforce Empowerment Initiative - Scope of Work Approved Grant Expenditure and Performance Period:

October 1, 2026 - June 30, 2027
Scope of Work Narrative
Consultant shall implement a Workforce Development Program designed to provide individuals experiencing homelessness or housing instability who are residents/clients of the Victorville Wellness Center (“Participants”) with workforce readiness training, paid work experience, environmental education, and pathways to long-term employment.

Consultant shall utilize $52,000 in staffing and program administration funding to provide workforce development instruction, participant mentoring, case management, supervision, reporting, and coordination. In addition, $78,750 shall be utilized to provide paid work experience opportunities for up to fifteen (15) Participants at a rate of $17.50 per hour for up to 300 hours per Participant.

The program shall begin with structured workforce readiness training focused on resume development, employment applications, interview preparation, mock interviews, workplace expectations, timekeeping, task management, and employment systems navigation. Participants shall then receive environmental education and soft-skills development training focused on litter reduction, sustainability, public engagement, communication skills, teamwork, and workplace professionalism.

Upon successful completion of the training phase, Participants shall engage in paid work experience activities at the Victorville Wellness Center, including environmental cleanliness projects, beautification efforts, litter abatement, and other work-based learning opportunities. Participants may subsequently engage in community cleanup projects, Adopt-a-Street activities, and City-sponsored cleanup events.

Consultant shall provide ongoing mentorship, coaching, performance monitoring, and employment pathway development throughout the program. The City’s Homelessness Solutions Team shall administer the grant and the project, and Consultant will provide program implementation direct mentoring and supervision. Participants shall be connected to employment opportunities, apprenticeship programs, vocational training, or other workforce development resources upon completion of the program.

The overall goal of the program is to create sustainable employment pathways that increase economic mobility, reduce barriers to employment, improve community conditions, and support participants in transitioning from homelessness and poverty CPSA – Exhibit A 2 Goodwill Industries / Project No. CFC27-048 toward long-term self-sufficiency. At least forty percent (40%) of Participants shall transition into employment, vocational training, apprenticeships, or other sustained workforce development opportunities within six (6) months of program completion.

Program Phases Overview
Phase Activity Description Deliverables
Phase 1A
Workforce
Readiness
Training
Resume development, job
applications, interview preparation,
mock interviews, workplace
expectations, timekeeping, task
management, and employment
readiness training.

Employment
Development Plan for
each participant;
workforce readiness
curriculum completed.

Phase 1B
Environment
al Education
& Soft Skills
Environmental stewardship, litter
reduction, sustainability education,
public engagement, communication
skills, teamwork, and workplace
professionalism.

Environmental
stewardship training
completed; participant
assessments
documented.

Phase 2
Wellness
Center Work
Experience
Paid work experience at the
Wellness Center involving
beautification, litter abatement,
facility support, environmental
projects, and work-based learning
activities.

Participant work hours
documented; supervisor
evaluations completed.

Phase 3
Community
Cleanup &
Adopt-a-Street
Participation in community cleanup
projects and potential
implementation of an Adopt-a-Street initiative.

Cleanup activities
completed and
documented.

Phase 4A
Citywide
Cleanup
Initiatives
Coordination and participation in
October 2026 and April 2027 City
Cleanup Days.

Participant involvement
documented;
community impact
reported.

CPSA – Exhibit A 3 Goodwill Industries / Project No. CFC27-048 Phase Activity Description Deliverables
Phase 4B
Outreach &
Community
Stewardship
Outreach to individuals
experiencing homelessness,
environmental awareness activities,
and resource connection efforts in
downtown and encampment areas.

Outreach contacts and
referrals documented.

Roles and Responsibilities
Responsible Party Duties
City Homelessness
Solutions Division
Program oversight, contract management, participant
referrals, performance monitoring, and outcome tracking.

Consultant
Staff/Mentors
Direct participant supervision, mentoring, worksite
coaching, attendance tracking, and Participant support.

City Environmental
Services (if needed) Environmental education
Participants
Complete training, participate in work experience activities, attend scheduled events, and engage in employment
pathway planning.

Performance Measures
Outcome Measure Target
Participants Enrolled 15
Participants Completing Workforce Readiness Training 100% Participants Receiving Paid Work Experience 15
Individual Employment Plans Developed 100%
Community Cleanup Projects Supported Minimum 4
City Cleanup Days Supported 2
CPSA – Exhibit A 4 Goodwill Industries / Project No. CFC27-048 Outcome Measure Target
Participants Connected to Employment or Vocational Training 50% Participants Transitioning to Employment, Apprenticeships, Vocational Programs, or Advanced Workforce Training within 6 Months 40% Minimum Participant Work Hours Completed Up to 4,500
Total Hours
Environmental Stewardship Training Completion Rate 100% P:\APPS\WPDATA\VVCA\0001-41-NAVIGATION WELLNESS CENTER\CCEP DOT GRANT -OLD TOWN BEAUT PROJECT 2026\GOODWILL INDUSTRIES\002.1-EXHIBIT A CCEP GRANT GOODWILL SCOPE OF WORK DRAFT CLEAN 09.23.26.DOCX 20 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048

EXHIBIT B

PROJECT GRANT BUDGET
See Attachment
CPSA – Exhibit B 1 Goodwill Industries / Project No. CFC27-048

EXHIBIT B
Community Cleanup and Employment Pathway (CCEP) Grant - City of Victorville Old Town Beautification and Workforce Empowerment Initiative Budget
Budget
Category
Description Amount
Program
StaƯing
Workforce development instruction, participant mentoring, supervision, case management, reporting, and program
coordination
$52,000.00
Participant
Wages
Up to 15 participants at $17.50 per hour for up to 300 hours each
$78,750.00
Total CCEP
Funding
$130,750.00
Budget Narrative
Funding shall support implementation of a Workforce Development and Environmental Stewardship Program providing workforce readiness training, environmental education, paid work experience, community beautification activities, cleanup projects, City Cleanup Day participation, and employment pathway development for individuals experiencing homelessness or housing instability. Funding includes staƯing costs and participant wages necessary to achieve program objectives.

P:\APPS\WPDATA\VVCA\0001-41-NAVIGATION WELLNESS CENTER\CCEP DOT GRANT -OLD TOWN BEAUT PROJECT 2026\GOODWILL INDUSTRIES\003.1-EXHIBIT B CCEP WORKFOCE BUDGET GOODWILL DRAFT CLEAN 09.23.26.DOCX 21 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048

EXHIBIT C

PREVAILING WAGE REQUIREMENTS
See Attachment
CPSA – Exhibit C 1 Goodwill Industries / Project No. CFC27-048

EXHIBIT C

PREVAILING 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 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 of this Exhibit C. 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, apprentice, worker, or other employee employed in connection with this Agreement. Each CPSA – Exhibit C 2 Goodwill Industries / Project No. CFC27-048 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 work or craft in which such worker is employed for any public work done under this CPSA – Exhibit C 3 Goodwill Industries / Project No. CFC27-048 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 Sections 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\0001-41-NAVIGATION WELLNESS CENTER\CCEP DOT GRANT -OLD TOWN BEAUT PROJECT 2026\GOODWILL INDUSTRIES\004.1-EXHIBIT C PWL GOODWILL CLEAN 09.23.26.DOCX 22 Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048

EXHIBIT D

GRANT FUNDING REQUIREMENTS

CALTRANS/CITY RESTRICTED GRANT
AGREEMENT NO. 08-CCEP-05
“RGA”
See Attachment
City of Victorville
Agreement Number 08-CCEP-05
AMS ADV ID:0826000100
Project Number: CCEP-5380(045)

Clean California Local Grant Program (State)
Restricted Grant Agreement
This Restricted Grant Agreement (RGA), between the State of California acting by and through its Department of Transportation, referred to herein as CAL TRANS, and the CITY OF VICTORVILLE, hereinafter referred to as AGENCY, will commence on April 15, 2026, or upon approval by CAL TRANS, whichever occurs later. This RGA is of no effect unless approved by CAL TRANS.

AGENCY shall not receive payment for work performed prior to approval of this RGA and before receipt of Notice to Proceed from CAL TRANS. This RGA shall expire on November 30, 2027.

Recitals

1. Under this RGA, CAL TRANS intends to convey State restricted grant funds to AGENCY, pursuant to Budget Act Line Item 2660-130-0001, who will implement the project pursuant to the attached Approved Grant Application and Amendment(s) to Grant Application, Attachment Ill under the terms, covenants, and conditions of this RGA.

2. CAL TRANS and AGENCY intend that only funds that are authorized as restricted grants will be subject to this RGA, and that no funds that should be the subject of a Joint Powers Agreement, lnteragency Agreement, or other non-grant agreement shall be subject to this RGA.

3. WHEREAS, the Clean CA Program, through its Clean CA Local Grants Program, is authorized under California Streets and Highways Code Section 91.41 to provide funding and resources to support local projects that advance the program's goals and objectives;

4. WHEREAS, California Streets and Highways Code Section 91.41 provides the legislative authority for the Clean CA Program to advance the following intent and objectives:
a. Reduce Waste and Beautify Public Spaces: The primary goal of the program is to allocate grants to local and regional public agencies, transit agencies, and tribal governments to reduce waste and debris within public rights-of-way, tribal lands, parks, pathways, transit centers, and other public spaces. The program aims to enhance, rehabilitate, restore, or install measures to beautify and improve these public spaces. b. Improve Public Health and Community Placemaking: The program seeks to enhance public health, cultural connection, and community placemaking by improving public spaces for walking and recreation. By investing in the improvement of these spaces, it aims to create a positive and welcoming environment for the community. c. Promote Equity for Underserved Communities: The program places a strong emphasis on advancing equity for underserved communities.
d. Support Sustainable Practices: The program encourages the implementation of sustainable practices in the beautification and enhancement of public spaces. This includes greening efforts, such as providing shade and reducing the urban heat island effect, as well as using native, low-water plants.
e. Engage Local Communities: The program promotes community engagement by requiring project proposals to reflect community priorities. It encourages the involvement of local communities in the development and selection of projects to ensure they meet the needs and preferences of the affected population.
f. Prohibit Displacement of Persons Experiencing Homelessness: The program prohibits

464 West 4
th Street
San Bernardino, California 92401

9. Period of Performance
City of Victorville
Agreement Number 08-CCEP-05
AMS ADV ID:0826000100
Project Number: CCEP-5380(045)

a. Reimbursable work under this RGA shall begin no earlier than on April 15, 2026, following the written approval of CAL TRANS and AGENCY's receipt of the Notice to Proceed letter of this RGA by CAL TRANS. All reimbursable work shall terminate no later than July 30, 2027.

Project closeout and final invoicing to CAL TRANS must be submitted no later than November 30, 2027. Work incurred after July 30, 2027, will not be reimbursed. Payment shall be forfeit for any and all invoicing submitted to CAL TRANS after November 30, 2027. Notwithstanding the foregoing, Caltrans will reimburse for actual close out costs incurred by AGENCY through November 30, 2027 (which, in total, shall not exceed 5% of the grant award). b. If requested by the CAL TRANS District Partnership Liaison, AGENCY will attend a kickoff meeting with CAL TRANS to be scheduled within one (1) week from receipt of Notice to Proceed sent by CAL TRANS.

10. Changes in Terms/Amendments
This Agreement may only be amended or modified by mutual written agreement of the parties.

11. Cost Limitation
a. The maximum total amount granted and reimbursable to AGENCY pursuant to this RGA by CAL TRANS shall not exceed $300,000.00
b. It is agreed and understood that the Clean CA funds are limited to the amount granted.

CAL TRANS will only reimburse the cost of services actually incurred in accordance with the provisions of this RGA and as authorized by the CAL TRANS District Partnership Liaison at or below that fund limitation established herein.

12. Termination
a. CAL TRANS reserves the right to terminate this RGA upon written notice to AGENCY at least 30 days in advance of the effective date of such termination in the event CAL TRANS determines (at its sole discretion) that AGENCY failed to proceed with PROJECT Work in accordance with the terms of this RGA. In the event of termination for convenience, CAL TRANS will reimburse AGENCY for all allowable, authorized, and non-cancelled costs up to the date of termination.

AGENCY shall return any unused advance amounts which cannot be supported by eligible expenditure documentation.
b. This RGA may be terminated by either party for any reason by giving written notice to the other party at least 30 days in advance of the effective date of such termination. In the event of termination for convenience, CAL TRANS will reimburse AGENCY for all costs that are expressly allowable, pre-authorized in writing, and non-cancellable, up to the date of termination. c. AGENCY has 60 days after the Termination Date to submit accurate invoices to CALTRANS to make final allowable payments for Project costs in accordance with the terms of this RGA.

Failure to submit invoices within this period of time shall result in a waiver by AGENCY of its right to reimbursement of expended costs. Costs that are reimbursed and later determined to be ineligible for reimbursement shall be returned by AGENCY to CAL TRANS.

13. Budget Contingency Clause
a. It is mutually agreed that if the US Congress or the State Legislature fail to appropriate or

WHEREAS, the City will partner with the Wellness Center Supportive Services Operator, to provide workforce training and employment opportunities for unhoused and Wellness Center clients while carrying out project activities; and WHEREAS, the grant agreement is anticipated to be effective April 1, 2026, and remain in effect through November 1, 2027, with all eligible costs required to be incurred by June 30, 2027, and invoices for reimbursement required to be submitted at least quarterly; and
WHEREAS, the total grant award of $300,000 requires a $25,000 match that will be satisfied through a combination of in-kind contributions, including bed-night costs at the Wellness Center for the 15 program participants, as well as administrative support provided by the City's Homelessness Solutions staff.

WHEREAS, the City Council finds that all materials that constitute the record of proceeding upon which its decision is based shall be located with the City of Victorville Clerk, located at 14343 Civic Drive, Victorville, California; and WHEREAS, after hearing all information presented, the City Council hereby accepts the CCEP grant in the amount of $300,000.00 and approves the expenditure of funds pursuant to the CCEP Budget Summary, which is attached to this Resolution as Exhibit A.

WHEREAS, acceptance of the grant and execution of the associated agreements will enable the City to implement a comprehensive, community-driven approach to reducing blight, enhancing public spaces, and expanding workforce opportunities.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF VICTORVILLE DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Recitals.

The foregoing Recitals are true and correct and are incorporated herein by this reference.

Section 2. Contract Agreement
The City Council hereby authorizes the execution of the agreement between the City and the California Department of Transportation, included herein as Exhibit B, to accept and use the funding to support the City's Old Town Beautification and Workforce Empowerment Initiative focusing on litter abatement and public space beautification efforts on locally owned public right-of-way in Victorville's Old Town area, while creating workforce development opportunities for individuals facing barriers to employment at the Wellness Center.

Appendix 1

Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048
Appendix 1

MINIMUM SCOPE AND LIMITS OF INSURANCE
Consultant/Professional Services Provider Agreement

1. Coverage shall be at least as broad as:
a. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than One Million Dollars ($1,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. b. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Consultant has no owned autos, hired (Code 8), and non-owned autos (Code 9), with a Combined Single Limit no less than One Million Dollars ($1,000,000) per accident for bodily injury and property damage.
c. Workers’ Compensation Insurance: As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Consultant its employees, agents and subcontractors. (1) If Consultant has no employees, it may certify or warrant to the City that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code and the requirement for Workers’ Compensation coverage may be waived by the Risk Manager. Coverage waivers are not available as specified in California Business and Professions Code Section 7125.
d. Professional Liability (Errors & Omissions) Insurance: As appropriate to Consultant’s Profession, with limits of no less than One Million Dollars ($1,000,000) per occurrence or claim, Two Million Dollars ($2,000,000) aggregate.
e. If Consultant maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. f. All Insurance is to be placed with good and responsible insurers which are licensed or authorized to transact insurance business in the state of California with an AM Best’s rating of not less than A:VII, unless otherwise acceptable to the City.

Appendix 1

Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048

2. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. The City, its officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL policy and on the Pollution Liability policy (if Pollution Liability coverage is listed above) with respect to liability arising out of work or operations performed by or on behalf of the Consultant, including materials, parts, or equipment furnished in connection with such work or operations. Coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used). b. For any claims related to this Agreement, the Consultant’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 12 19 as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, 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. c. Consultant hereby grants to the City a waiver of any right to subrogation which any insurer of said Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not an endorsement has been issued.
d. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
e. The Consultant may use Umbrella or Excess Policies to provide the liability limits as required in this Agreement. The policies shall be provided on a true “following form” coverage basis, with coverage at least as broad as provided on the underlying CGL insurance.
f. Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to purchase coverage with a lower retention or provide proof of ability to pay losses and related expenses within the retention. The policy language shall provide that the self-insured retention may be satisfied by either the named insured or City.
g. If any of the required policies provide claims-made coverage:
(1) The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of contract work.
(2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. (3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Agreement effective date, the Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Appendix 1

Consultant/Professional Serv. Agmt/Goodwill Industries/Old Town Beaut Workforce Dev/Project CFC27-048
h. Consultant shall require and verify that all subcontractors/subconsultants maintain insurance meeting all requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors/subconsultants. For CGL coverage, subcontractors/subconsultants shall provide coverage with a form at least as broad as CG 20 38 04 13.
i. Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause All documents are to be received and approved by the City before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
j. The City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

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