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Agreement - True North - Signed: 2026-04-06
City of Gilroy Agreement/Contract Tracking Today’s Date: April 6, 2026 Your Name: Monica Sendejas Contract Type: Services over $5k - Consultant Phone Number: 408-846-0266 Contract Effective Date: (Date contract goes into effect) 7/1/2026 Contract Expiration Date: 6/30/2029 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) True North Contract Subject: (no more than 100 characters) On-Call Standard and Expedited Building and Fire Plan Review and Inspection Services Contract Amount: (Total Amount of contract. If no amount, leave blank) $2,000,000.00 By submitting this form, I confirm this information is complete: ➢Date of Contract ➢Contractor/Consultant name and complete address ➢Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) ➢Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached ➢Taxpayer ID or Social Security # and Contractors License # if applicable ➢Contractor/Consultant signer’s name and title ➢City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator City Clerk Attestation Sharon Goei, Community Development Director Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 6 day of April, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: True North Compliance Services, Inc., having a principal place of business at 3355 E. Spring Street, #302, Long Beach, CA 90806.. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on 07/01/2026 and will continue in effect through 06/30/2029, with two, one-year extension options, unless terminated in accordance with the provisions of Article 7 of this Agreement. Any lapse in insurance coverage as required by Article 5, Section D of this Agreement shall terminate this Agreement regardless of any other provision stated herein. ______ Initial ARTICLE 2. INDEPENDENT CONTRACTOR STATUS It is the express intention of the parties that CONSULTANT is an independent contractor and not an employee, agent, joint venturer or partner of CITY. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between CITY and CONSULTANT or any employee or agent of CONSULTANT. Both parties acknowledge that CONSULTANT is not an employee for state or federal tax purposes. CONSULTANT shall not be entitled to any of the rights or benefits afforded to CITY’S employees, including, without limitation, disability or unemployment insurance, workers’ compensation, medical insurance, sick leave, retirement benefits or any other employment benefits. CONSULTANT shall retain the right to perform services for others during the term of this Agreement. ARTICLE 3. SERVICES TO BE PERFORMED BY CONSULTANT A.Specific Services CONSULTANT agrees to: Perform the services as outlined in Exhibit “A” (“Specific Provisions”) and Exhibit “B” (“Scope of Services”), within the time periods described in Exhibit “C” (“Milestone Schedule”). B.Method of Performing Services CONSULTANT shall determine the method, details and means of performing the above-described services. CITY shall have no right to, and shall not, control the manner or determine the method of accomplishing CONSULTANT’S services. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -2- 4835-2267-0361v1 LAC\04706083 C. Employment of Assistants CONSULTANT may, at the CONSULTANT’S own expense, employ such assistants as CONSULTANT deems necessary to perform the services required of CONSULTANT by this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 below. CITY may not control, direct, or supervise CONSULTANT’S assistants in the performance of those services. CONSULTANT assumes full and sole responsibility for the payment of all compensation and expenses of these assistants and for all state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholding. D. Place of Work CONSULTANT shall perform the services required by this Agreement at any place or location and at such times as CONSULTANT shall determine is necessary to properly and timely perform CONSULTANT’S services. ARTICLE 4. COMPENSATION A. Consideration In consideration for the services to be performed by CONSULTANT, CITY agrees to pay CONSULTANT the amounts set forth in Exhibit “D” (“Payment Schedule”). In no event however shall the total compensation paid to CONSULTANT exceed $2,000,000.00. B. Invoices CONSULTANT shall submit invoices for all services rendered. C. Payment Payment shall be due according to the payment schedule set forth in Exhibit “D”. No payment will be made unless CONSULTANT has first provided City with a written receipt of invoice describing the work performed and any approved direct expenses (as provided for in Exhibit “A”, Section IV) incurred during the preceding period. If CITY objects to all or any portion of any invoice, CITY shall notify CONSULTANT of the objection within thirty (30) days from receipt of the invoice, give reasons for the objection, and pay that portion of the invoice not in dispute. It shall not constitute a default or breach of this Agreement for CITY not to pay any invoiced amounts to which it has objected until the objection has been resolved by mutual agreement of the parties. D. Expenses CONSULTANT shall be responsible for all costs and expenses incident to the performance of services for CITY, including but not limited to, all costs of equipment used or provided by CONSULTANT, all fees, fines, licenses, bonds or taxes required of or impos ed against CONSULTANT and all other of CONSULTANT’S costs of doing business. CITY shall not be responsible for any expenses incurred by CONSULTANT in performing services for CITY, except for those expenses constituting “direct expenses” referenced on Exhibit “A.” Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -3- 4835-2267-0361v1 LAC\04706083 ARTICLE 5. OBLIGATIONS OF CONSULTANT A. Tools and Instrumentalities CONSULTANT shall supply all tools and instrumentalities required to perform the services under this Agreement at its sole cost and expense. CONSULTANT is not required to purchase or rent any tools, equipment or services from CITY. B. Workers’ Compensation CONSULTANT agrees to provide workers’ compensation insurance for CONSULTANT’S employees and agents and agrees to hold harmless, defend with counsel acceptable to CITY and indemnify CITY, its officers, representatives, agents and employees from and against any and all claims, suits, damages, costs, fees, demands, causes of action, losses, liabilities and expenses, including without limitation reasonable attorneys’ fees, arising out of any injury, disability, or death of any of CONSULTANT’S employees. C. Indemnification of Liability, Duty to Defend 1. As to professional liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, to the extent arising or resulting directly or indirectly from any willful or negligent acts, errors or omissions of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. 2. As to other liability, to the fullest extent permitted by law, CONSULTANT shall defend, through counsel approved by CITY (which approval shall not be unreasonably withheld), indemnify and hold harmless CITY, its officers, representatives, agents and employees against any and all suits, damages, costs, fees, claims, demands, causes of action, losses, liabilities and expenses, including without limitation attorneys’ fees, arising or resulting directly or indirectly from any act or omission of CONSULTANT or CONSULTANT’S assistants, employees or agents, including all claims relating to the injury or death of any person or damage to any property. D. Insurance In addition to any other obligations under this Agreement, CONSULTANT shall, at no cost to CITY, obtain and maintain throughout the term of this Agreement: (a) Commercial Liability Insurance on a per occurrence basis, including coverage for owned and non-owned automobiles, with a minimum combined single limit coverage of $1,000,000 per occurrence for all damages due to bodily injury, sickness or disease, or death to any person, and damage to property, including the loss of use thereof; and (b) Professional Liability Insurance (Errors & Omissions) with a minimum coverage of $1,000,000 per occurrence or claim, and $2,000,000 aggregate; provided however, Professional Liability Insurance written on a claims made basis must comply with the requirements Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -4- 4835-2267-0361v1 LAC\04706083 set forth below. Professional Liability Insurance written on a claims made basis (including without limitation the initial policy obtained and all subsequent policies purchased as renewals or replacements) must show the retroactive date, and the retroactive date must be before the earlier of the effective date of the contract or the beginning of the contract work. Claims made Professional Liability Insurance must be maintained, and written evidence of insurance must be provided, for at least five (5) years after the completion of the contract work. If claims made coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the earlier of the effective date of the contract or the beginning of the contract work, CONSULTANT must purchase so called “extended reporting” or “tail” coverage for a minimum of five (5) years after completion of work, which must also show a retroactive date that is before the earlier of the effective date of the contract or the beginning of the contract work. As a condition precedent to CITY’S obligations under this Agreement, CONSULTANT shall furnish written evidence of such coverage (naming CITY, its officers and employees as additional insureds on the Comprehensive Liability insurance policy referred to in (a) immediately above via a specific endorsement) and requiring thirty (30) days written notice of policy lapse or cancellation, or of a material change in policy terms. E. Assignment Notwithstanding any other provision of this Agreement, neither this Agreement nor any duties or obligations of CONSULTANT under this Agreement may be assigned or subcontracted by CONSULTANT without the prior written consent of CITY, which CITY may withhold in its sole and absolute discretion. F. State and Federal Taxes As CONSULTANT is not CITY’S employee, CONSULTANT shall be responsible for paying all required state and federal taxes. Without limiting the foregoing, CONSULTANT acknowledges and agrees that: • CITY will not withhold FICA (Social Security) from CONSULTANT’S payments; • CITY will not make state or federal unemployment insurance contributions on CONSULTANT’S behalf; • CITY will not withhold state or federal income tax from payment to CONSULTANT; • CITY will not make disability insurance contributions on behalf of CONSULTANT; • CITY will not obtain workers’ compensation insurance on behalf of CONSULTANT. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -5- 4835-2267-0361v1 LAC\04706083 ARTICLE 6. OBLIGATIONS OF CITY A. Cooperation of City CITY agrees to respond to all reasonable requests of CONSULTANT and provide access, at reasonable times following receipt by CITY of reasonable notice, to all documents reasonably necessary to the performance of CONSULTANT’S duties under this Agreement. B. Assignment CITY may assign this Agreement or any duties or obligations thereunder to a successor governmental entity without the consent of CONSULTANT. Such assignment shall not release CONSULTANT from any of CONSULTANT’S duties or obligations under this Agreement. ARTICLE 7. TERMINATION OF AGREEMENT A. Sale of Consultant’s Business/ Death of Consultant. CONSULTANT shall notify CITY of the proposed sale of CONSULTANT’s business no later than thirty (30) days prior to any such sale. CITY shall have the option of terminating this Agreement within thirty (30) days after receiving such notice of sale. Any such CITY termination pursuant to this Article 7.A shall be in writing and sent to the address for notices to CONSULTANT set forth in Exhibit A, Subsection V.H., no later than thirty (30) days after CITY’ receipt of such notice of sale. If CONSULTANT is an individual, this Agreement shall be deemed automatically terminated upon death of CONSULTANT. B. Termination by City for Default of Consultant Should CONSULTANT default in the performance of this Agreement or materially breach any of its provisions, CITY, at CITY’S option, may terminate this Agreement by giving written notification to CONSULTANT. For the purposes of this section, material breach of this Agreement shall include, but not be limited to the following: 1. CONSULTANT’S failure to professionally and/or timely perform any of the services contemplated by this Agreement. 2. CONSULTANT’S breach of any of its representations, warranties or covenants contained in this Agreement. CONSULTANT shall be entitled to payment only for work completed in accordance with the terms of this Agreement through the date of the termination notice, as reasonably determined by CITY, provided that such payment shall not exceed the amounts set forth in this Agreement for the tasks described on Exhibit C” which have been fully, competently and timely rendered by CONSULTANT. Notwithstanding the foregoing, if CITY terminates this Agreement due to CONSULTANT’S default in the performance of this Agreement or material breach by CONSULTANT of any of its provisions, then in addition to any other rights and remedies CITY Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -6- 4835-2267-0361v1 LAC\04706083 may have, CONSULTANT shall reimburse CITY, within ten (10) days after demand, for any and all costs and expenses incurred by CITY in order to complete the tasks constituting the scope of work as described in this Agreement, to the extent such costs and expenses exceed the amounts CITY would have been obligated to pay CONSULTANT for the performance of that task pursuant to this Agreement. C. Termination for Failure to Make Agreed-Upon Payments Should CITY fail to pay CONSULTANT all or any part of the compensation set forth in Article 4 of this Agreement on the date due, then if and only if such nonpayment constitutes a default under this Agreement, CONSULTANT, at the CONSULTANT’S option, may terminate this Agreement if such default is not remedied by CITY within thirty (30) days after demand for such payment is given by CONSULTANT to CITY. D. Transition after Termination Upon termination, CONSULTANT shall immediately stop work, unless cessation could potentially cause any damage or harm to person or property, in which case CONSULTANT shall cease such work as soon as it is safe to do so. CONSULTANT shall incur no further expenses in connection with this Agreement. CONSULTANT shall promptly deliver to CITY all work done toward completion of the services required hereunder, and shall act in such a manner as to facilitate any the assumption of CONSULTANT’s duties by any new consultant hired by the CITY to complete such services. ARTICLE 8. GENERAL PROVISIONS A. Amendment & Modification No amendments, modifications, alterations or changes to the terms of this Agreement shall be effective unless and until made in a writing signed by both parties hereto. B. Americans with Disabilities Act of 1990 Throughout the term of this Agreement, the CONSULTANT shall comply fully with all applicable provisions of the Americans with Disabilities Act of 1990 (“the Act”) in its current form and as it may be amended from time to time. CONSULTANT shall also require such compliance of all subcontractors performing work under this Agreement, subject to the prohibition against assignment and subcontracting contained in Article 5 above. The CONSULTANT shall defend with counsel acceptable to CITY, indemnify and hold harmless the CITY OF GILROY, its officers, employees, agents and representatives from and against all suits, claims, demands, damages, costs, causes of action, losses, liabilities, expenses and fees, including without limitation reasonable attorneys’ fees, that may arise out of any violations of the Act by the CONSULTANT, its subcontractors, or the officers, employees, agents or representatives of either. C. Attorneys’ Fees If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -7- 4835-2267-0361v1 LAC\04706083 attorneys’ fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. D. Captions The captions and headings of the various sections, paragraphs and subparagraphs of the Agreement are for convenience only and shall not be considered nor referred to for resolving questions of interpretation. E. Compliance with Laws The CONSULTANT shall keep itself informed of all State and National laws and all municipal ordinances and regulations of the CITY which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Without limiting the foregoing, CONSULTANT agrees to observe the provisions of the Municipal Code of the CITY OF GILROY, obligating every contractor or subcontractor under a contract or subcontract to the CITY OF GILROY for public works or for goods or services to refrain from discriminatory employment or subcontracting practices on the basis of the race, color, sex, religious creed, national origin, ancestry of any employee, applicant for employment, or any potential subcontractor. F. Conflict of Interest CONSULTANT certifies that to the best of its knowledge, no CITY employee or office of any public agency interested in this Agreement has any pecuniary interest in the business of CONSULTANT and that no person associated with CONSULTANT has any interest that would constitute a conflict of interest in any manner or degree as to the execution or performance of this Agreement. G. Entire Agreement This Agreement supersedes any and all prior agreements, whether oral or written, between the parties hereto with respect to the rendering of services by CONSULTANT for CITY and contains all the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. No other agreements or conversation with any officer, agent or employee of CITY prior to execution of this Agreement shall affect or modify any of the terms or obligations contained in any documents comprising this Agreement. Such other agreements or conversations shall be considered as unofficial information and in no way binding upon CITY. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -8- 4835-2267-0361v1 LAC\04706083 H. Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of laws provisions of any jurisdiction. The exclusive jurisdiction and venue with respect to any and all disputes arising hereunder shall be in state and federal courts located in Santa Clara County, California. I. Notices Any notice to be given hereunder by either party to the other may be effected either by personal delivery in writing or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses appearing in Exhibit “A”, Section V.H. but each party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed delivered as of actual receipt; mailed notices will be deemed delivered as of three (3) days after mailing. J. Partial Invalidity If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. K. Time of the Essence All dates and times referred to in this Agreement are of the essence. L. Waiver CONSULTANT agrees that waiver by CITY of any one or more of the conditions of performance under this Agreement shall not be construed as waiver(s) of any other condition of performance under this Agreement. Executed at Gilroy, California, on the date and year first above written. CONSULTANT: CITY: TRUE NORTH COMPLIANCE SERVICES, INC. CITY OF GILROY By: By: Name: Isam Hasenin Name: Matt Morley Title: President Title: City Administrator Social Security or Taxpayer Identification Number 84-4583205 Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “A” SPECIFIC PROVISIONS I. PROJECT MANAGER CONSULTANT shall provide the services indicated on the attached Exhibit “B”, Scope of Services (“Services”). (All exhibits referenced are incorporated herein by reference.) To accomplish that end, CONSULTANT agrees to assign Amar Hasenin, Director of Operations, who will act in the capacity of Project Manager, and who will personally direct such Services. Except as may be specified elsewhere in this Agreement, CONSULTANT shall furnish all technical and professional services including labor, material, equipment, transportation, supervision and expertise to perform all operations necessary and required to complete the Services in accordance with the terms of this Agreement. II. NOTICE TO PROCEED/COMPLETION OF SERVICE A. NOTICE TO PROCEED CONSULTANT shall commence the Services upon delivery to CONSULTANT of a written “Notice to Proceed”, which Notice to Proceed shall be in the form of a written communication from designated City contact person(s). Notice to Proceed may be in the form of e-mail, fax or letter authorizing commencement of the Services. For purposes of this Agreement, Hipolito Olmos, Building Official, shall be the designated City contact person(s). Notice to Proceed shall be deemed to have been delivered upon actual receipt by CONSULTANT or if otherwise delivered as provided in the Section V.H. (“Notices”) of this Exhibit “A”. B. COMPLETION OF SERVICES When CITY determines that CONSULTANT has completed all of the Services in accordance with the terms of this Agreement, CITY shall give CONSULTANT written Notice of Final Acceptance, and CONSULTANT shall not incur any further costs hereunder. CONSULTANT may request this determination of completion when, in its opinion, it has completed all of the Services as required by the terms of this Agreement and, if so requested, CITY shall make this determination within two (2) weeks of such request, or if CITY determines that CONSULTANT has not completed all of such Services as required by this Agreement, CITY shall so inform CONSULTANT within this two (2) week period. III. PROGRESS SCHEDULE The schedule for performance and completion of the Services will be as set forth in the attached Exhibit “C”. IV. PAYMENT OF FEES AND DIRECT EXPENSES Payments shall be made to CONSULTANT as provided for in Article 4 of this Agreement. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -2- 4835-2267-0361v1 LAC\04706083 Direct expenses are charges and fees not included in Exhibit “B”. CITY shall be obligated to pay only for those direct expenses which have been previously approved in writing by CITY. CONSULTANT shall obtain written approval from CITY prior to incurring or billing of direct expenses. Copies of pertinent financial records, including invoices, will be included with the submission of billing(s) for all direct expenses. V. OTHER PROVISIONS A. STANDARD OF WORKMANSHIP CONSULTANT represents and warrants that it has the qualifications, skills and licenses necessary to perform the Services, and its duties and obligations, expressed and implied, contained herein, and CITY expressly relies upon CONSULTANT’S representations and warranties regarding its skills, qualifications and licenses. CONSULTANT shall perform such Services and duties in conformance to and consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Any plans, designs, specifications, estimates, calculations, reports and other documents furnished under this Agreement shall be of a quality acceptable to CITY. The minimum criteria for acceptance shall be a product of neat appearance, well-organized, technically and grammatically correct, checked and having the maker and checker identified. The minimum standard of appearance, organization and content of the drawings shall be that used by CITY for similar purposes. B. RESPONSIBILITY OF CONSULTANT CONSULTANT shall be responsible for the professional quality, technical accuracy, and the coordination of the Services furnished by it under this Agreement. CONSULTANT shall not be responsible for the accuracy of any project or technical information provided by the CITY. The CITY’S review, acceptance or payment for any of the Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and CONSULTANT shall be and remain liable to CITY in accordance with applicable law for all damages to CITY caused by CONSULTANT’S negligent performance of any of the services furnished under this Agreement. C. RIGHT OF CITY TO INSPECT RECORDS OF CONSULTANT CITY, through its authorized employees, representatives or agents, shall have the right, at any and all reasonable times, to audit the books and records (including, but not limited to, invoices, vouchers, canceled checks, time cards, etc.) of CONSULTANT for the purpose of verifying any and all charges made by CONSULTANT in connection with this Agreement. CONSULTANT shall maintain for a minimum period of three (3) years (from the date of final payment to CONSULTANT), or for any longer period required by law, sufficient books and records in accordance with standard California accounting practices to establish the correctness of all charges submitted to CITY by CONSULTANT, all of which shall be made available to CITY at the CITY’s offices within five (5) business days after CITY’s request. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -3- 4835-2267-0361v1 LAC\04706083 D. CONFIDENTIALITY OF MATERIAL All ideas, memoranda, specifications, plans, manufacturing procedures, data (including, but not limited to, computer data and source code), drawings, descriptions, documents, discussions or other information developed or received by or for CONSULTANT and all other written and oral information developed or received by or for CONSULTANT and all other written and oral information submitted to CONSULTANT in connection with the performance of this Agreement shall be held confidential by CONSULTANT and shall not, without the prior written consent of CITY, be used for any purposes other than the performance of the Services, nor be disclosed to an entity not connected with the performance of the such Services. Nothing furnished to CONSULTANT which is otherwise known to CONSULTANT or is or becomes generally known to the related industry (other than that which becomes generally known as the result of CONSULTANT’S disclosure thereof) shall be deemed confidential. CONSULTANT shall not use CITY’S name or insignia, or distribute publicity pertaining to the services rendered under this Agreement in any magazine, trade paper, newspaper or other medium without the express written consent of CITY. E. NO PLEDGING OF CITY’S CREDIT. Under no circumstances shall CONSULTANT have the authority or power to pledge the credit of CITY or incur any obligation in the name of CITY. F. OWNERSHIP OF MATERIAL. All material including, but not limited to, computer information, data and source code, sketches, tracings, drawings, plans, diagrams, quantities, estimates, specifications, proposals, tests, maps, calculations, photographs, reports and other material developed, collected, prepared (or caused to be prepared) under this Agreement shall be the property of CITY, but CONSULTANT may retain and use copies thereof subject to Section V.D of this Exhibit “A”. CITY shall not be limited in any way in its use of said material at any time for any work, whether or not associated with the City project for which the Services are performed. However, CONSULTANT shall not be responsible for, and City shall indemnify CONSULTANT from, damages resulting from the use of said material for work other than PROJECT, including, but not limited to, the release of this material to third parties for work other than on PROJECT. G. NO THIRD PARTY BENEFICIARY. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action hereunder for any cause whatsoever. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: Sharon Goei, Community Development Director City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: Amar Hasenin, Director of Operations True North Compliance Services, Inc. 3355 E. Spring Street, #302 Long Beach, CA 90806 I. FEDERAL FUNDING REQUIREMENTS. If the box to the left of this sentence is checked, this Agreement involves federal funding and the requirements of this Section V.I. apply. If the box to the left of this sentence is checked, this Agreement does not involve federal funding and the requirements of this Section V.I. do not apply. 1. DBE Program CONSULTANT shall comply with the requirements of Title 49, Part 26, Code of Federal Regulations (49 CFR 26) and the City-adopted Disadvantaged Business Enterprise programs. 2. Cost Principles Federal Acquisition Regulations in Title 48, CFR 31, shall be used to determine the allowable cost for individual items. 3. Covenant against Contingent Fees The CONSULTANT warrants that he/she has not employed or retained any company or person, other than a bona fide employee working for the CONSULTANT, to solicit or secure this Agreement, and that he/she has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift or any other consideration, contingent upon or resulting from the award or formation of this Agreement. For breach or violation of this warranty, the Local Agency shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift or contingent fee. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES ON-CALL STANDARD AND EXPEDITED BUILDING AND FIRE PLAN REVIEW AND INSPECTION SERVICES 1. Perform on-call standard or expedited plan reviews for building and fire protection services, including but not limited to residential, commercial, and industrial developments in accordance with adopted codes and standards amended by the City. 2. Performs on-call standard or expedited inspections for building and fire protection services, including but not limited to residential, commercial, and industrial in accordance with the approved documents, adopted codes, and standards amended by the City. 3. Perform on-call standard or expedited onsite civil engineering plan review services for residential, commercial, and industrial developments in accordance with the adopted codes and standards amended by the City. Additionally, ensure overall adherence to City Standards, Ordinances, and Regulations. COMPLIANCE STANDARDS 4. Perform comprehensive plan review service including all trades; other functions include but are not limited to writing plan review comments, holding meetings, answering inquiries and phone calls as needed. 5. Incorporate requirements from other City departments, divisions, regulating agencies and jurisdictions, i.e., Planning, Engineering, Fire Prevention, Pretreatment, Health Department, as they may apply to plan reviews and inspection services. 6. Process plan revisions and verify that corrections have been satisfactorily made in a timely manner. COMMUNICATION STANDARDS 7. Provide a telephone number and email address for service calls from Building and Fire Prevention Divisions and permit applicants. 8. Be available to confer with applicants and City staff by telephone conversations, email and meetings (in person and virtual) during all normal business hours. 9. Provide pick-up and delivery service to and from City Hall when necessary. PROJECT COORDINATION 10. Meet with Building and Fire Prevention staff upon request. The CONSULTANT will review submittals using the City's online permit portal. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -2- 4835-2267-0361v1 LAC\04706083 The CONSULTANT's staff shall be licensed and/or certified in all disciplines including Licensed Structural Engineers, Licensed Civil, MEP Engineer, Licensed Fire Protection Engineers, ICC Certified Plans Examiners, ICC Certified Inspectors, ICC Certified Permit Technicians, and more. TURN-AROUND TIMES Plan Review Initial Recheck Residential Solar & ESS 2 Business Days 2 Business Days Single Family Dwellings 10 Business Days 5 Business Days Commercial & Multi-Family Projects 10 Business Days 5 Business Days Expedited Half the time; large or complex projects will be negotiated/mutually agreed upon when plan is sent INSPECTION SERVICES The CONSULTANT's staff shall be certified by the International Code Council or other appropriate entities in accordance with AB717 and possess many years of building code inspection experience with a municipality or a private municipal consultant. Inspectors will possess and maintain necessary certifications required to perform inspections and be equipped with all necessary tools needed to perform inspections, including a complete set of current code books. The CONSULTANT will provide the services of a Certified Accessibility Specialist (CASp). The CONSULTANT will update the City’s permit tracking software, including transferring all applicable field notes FIRE PLAN REVIEW AND INSPECTION SERVICES The CONSULTANT will provide plan review and/or inspection for the State regulated occupancies such as assemblies, restaurants, theaters, private schools and clinics (OSHPD 3), to determine compliance with City and State codes and regulations including but not limited to locally adopted fire related ordinances and amendments; California Wild Land Urban Interface regulations; review for fire apparatus access; water supply requirements; fire flow requirements, etc. Typically, fire review will include review of building plans for code compliance, as well as review of fire plans (fire sprinkler systems, fire alarm systems, NFPA standards, etc.) City Engineering Services: The CONSULTANT will provide plan review and inspection of Civil/public improvements projects from one small lot to large subdivisions. The CONSULTANT will review grading, subdivision and topographic maps; examining existing and proposed contour lines, spot elevations, pad and finish floor elevations; review of hydrology reports and maps; review of low impact development measures to comply with the requirements of NPDES; review of erosion and sediment control plans for proposed BMPs. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -3- 4835-2267-0361v1 LAC\04706083 IMPLEMENTATION PLAN 1. The CONSULTANT will hold an initial implementation meeting with the CITY as soon as the contract is signed to gain an insight on current key issues, challenges and needs of the Building & Safety Division. 2. Tour the City’s Building Services operation and meet and greet with manager/staff of City departments that are involved in the development review and permitting process. 3. The CONSULTANT will review all the policies and procedures of the Building & Safety Division’s plan review and inspection process. 4. The CONSULTANT will provide internal training to their staff on CITY process, technical policies and other applicable local ordinances and regulations. 5. The CONSULTANT will establish an internal policy manual for the CITY plan review and inspection process to ensure their staff follows established procedures and local ordinances and regulations. 6. Set up the process and procedures for plan routing. 7. The CONSULTANT will train their staff on the CITY's permitting software system. 8. The CONSULTANT will develop standardized plan review checklists specific for the CITY. 9. The CONSULTANT's President will set up regular meetings with the CITY to discuss process, procedures, technical issues and receive feedback on the performance of the CONSULTANT's staff. CONSULTANT'S COMMITMENT INCLUDES THE FOLLOWING ELEMENTS: 1. Unparalleled Building and Safety expertise of team members, and highest quality plan reviews and inspection services. 2. Streamlined communication with the Director of Operations serving as the single point of contact, maintaining open lines of communication with the CITY and permit applicants. 3. Provide experienced and certified Building Inspectors to fulfill CITY needs to ensure inspection demands are met. 4. Supply any necessary plan review staffing levels to meet the volume of work and level of permit activities. 5. Consistently implement a rigorous quality assurance program for all services provided. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -4- 4835-2267-0361v1 LAC\04706083 6. Actively work one-on-one with designers and/or developers to provide high-quality, responsive plan review services, address plan check comments and ensure positive customer experience outcomes. 7. Guarantee a balance of consistency, conformance, and efficiency in all plan reviews. 8. Provide daily pick up of plans at City offices for any paper plans, if needed. 9. Professionally prepared comment lists with clear reference to applicable code sections. 10. Commitment to reviewing plans within the agreed upon turn-around times. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE All services within this agreement will be conducted on an on -call basis whenever services are requested by the CITY. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE PLAN REVIEW SERVICES Plan Review Fee 60% of CITY's Plan Check Fees Expedited Plan Review Fee 1.5 x the proposed plan review fees The Plan Review Fee includes the initial review and all subsequent rechecks. The fee includes shipping and delivery of plans to/from City Hall. Revisions/Deferred will be billed per the hourly rates table below. POSITION HOURLY RATE Interim Certified Building Official $155 Plan Review Engineer $135 Senior Plan Review Engineer $150 Structural Engineer $150 Certified Engineering Geologist/Geotechnical Engineer $150 Licensed Fire Protection Engineer $150 Certified Plans Examiner I $110 Certified Plans Examiner II $120 Building/Housing Inspector I $105 Building/Housing Inspector II $115 Senior Building/Housing Inspector $125 Code Enforcement Officer $110 CASp Plan Reviewer/Inspector $135 Fire Plan Reviewer/Inspector I $120 Fire Plan Reviewer/Inspector II $135 Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 4835-2267-0361v1 LAC\04706083 • Mileage during the course of inspections performed within the City will be reimbursed at the IRS rate. • Inspections outside of City business hours will be charged at 1.4 X the hourly rate with a three-hour minimum. • Incidental expenses will be charged at cost. • The rate schedule is for the term of the agreement. Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 2/6/2026 Risk Strategies Company 2040 Main Street, Suite 450 Irvine, CA 92614 949-242-9237 www.risk-strategies.com CA DOI License No. 0F06675 Citizens Insurance Company of America 31534 Allmerica Financial Benefit Insurance Co 41840 The Hanover American Insurance Company 36064 Westfield National Insurance Company 24120 A 2,000,000OB3J1140228/27/2025 8/27/2026 1,000,000 3 5,000 3 2,000,000 4,000,000 4,000,0003 B AW3J248741 12/9/2025 12/9/2026 1,000,000 3 3 3 A OB3J114022 8/27/2025 8/27/2026 2,000,00033 2,000,000 3 0 C WZ3J114000 8/27/2025 8/27/2026 3 1,000,000 1,000,000 1,000,000 D Professional Liability ADP0000828 8/27/2025 8/27/2026 Full Prior Acts RSC Insurance Brokerage Sherry Young syoung@risk-strategies.com Per Claim Aggregate $2,000,000 $4,000,000 True North Compliance Services, Inc. 3355 E Spring Street, Suite 302 Long Beach CA 90806 89179564 3 City of Gilroy, its officers, and employees are named as additional insureds on the general liability policy- see attached endorsement. Professional Liability Retro Date: 06/20/2020; Ded: $10,000 per claim. City of Gilroy 7351 Rosanna Street Gilroy CA 95020 Projects as on file with the insured. 30-day notice for non-renewal and cancellation, 10-day notice for non-payment of premium applies. 89179564 | 25-26 GL-AL-UMB-WC-PL | Sherry Young | 2/6/2026 11:32:16 AM (PST) | Page 1 of 3 Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. Architects and Engineers The following policy language is from Businessowners General Liability Coverage Part NAMED INSURED: POLICY NUMBER: The following are mandatory forms on the policy identified on the Certificate of Insurance: 391-1586 (08-16) BUSINESSOWNERS GENERAL LIABILITY SUPPLEMENTARY ENDORSEMENT Additional Insured by Contract, Agreement or Permit A.Section II – Liability, C – Who is an insured is amended to include as an additional insured any person or organization with whom you agreed in a written contract, written agreement or permit but only respect to liability for “bodily injury”, “property damage” or “personal and advertising injury” caused, in whole or in part, by your acts or omissions; or the acts or omissions of those acting on your behalf, but only with respect to: (i)“Your work” for the additional insured(s) designated in the contract, agreement or permit including "bodily injury" or "property damage" included in the "products - completed operations hazard" only if this Coverage Part provides such coverage; (ii)Premises you own, rent, lease, or occupy; or (iii)Your maintenance, operation or use of equipment leased to you. *Definition: “Your work” a. Means: (1) Work or operations performed by you or on behalf; and (2) materials, parts or equipment furnished in connection with such work or operations; b. Includes (1) warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of “your work”; and (2) the providing of or failure to provide warnings or instructions. This provision does not apply: (1) Unless the written contract or written agreement has been executed or permit has been issued prior to the "bodily Injury”, “property damage”, “personal injury” or “advertising injury". (2) To any person or organization Included as an Insured by an endorsement Issued by us and made part of this Coverage Part. (3) To any lessor of equipment (a) After the equipment lease expires; or (b) If the "bodily Injury", "property damage", "personal injury" or "advertising Injury'' arises out of sole negligence of the lessor. (4) To any: (a) Owners or other Interests from whom land has been leased which takes place after the lease for the land expires; or (b) Managers or lessors of premises if: (i) The occurrence takes place after you cease to be a tenant in that premises; or (ii) The “bodily injury”, “property damage”, “personal injury” or "advertising injury” arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. (5) To “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily injury" or "property damage" or the offense which caused the "personal and advertising injury" involved the rendering of or failure to render any professional services by or for you. Other Insurance Primary & Non-Contributory The following paragraph is added to SECTION III – COMMON POLICY CONDITIONS, H – Other Insurance: Additional Insured – Primary and Non-Contributory. If you agree in a written contract, written agreement or permit that the insurance provided to any person or organization included as an Additional Insured under SECTION II – Liability, C. Who is an Insured is primary and non-contributory, the following applies: If other valid and collectible insurance is available to the Additional Insured for a loss covered under SECTION II – LIABILITY of this Coverage Part, our obligations are limited as follows: (1)Primary Insurance: This insurance is primary to other insurance that is available to the Additional Insured which covers the Additional Insured as a Named Insured. We will not seek contribution from any other insurance available to the Additional Insured except: (a) For the sole negligence of the Additional Insured; (b) When the Additional Insured is an Additional Insured under another primary liability policy; or (c) When b. below applies. If this insurance is primary, our obligations are not affected unless any of the other insurance is also primary. (2)Excess Insurance: (a)This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (i)That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (ii)That is Fire insurance for premises rented to the Additional Insured or temporarily occupied by the Additional Insured with permission of the owner; True North Compliance Services, Inc.OB3J114022 89179564 | 25-26 GL-AL-UMB-WC-PL | Sherry Young | 2/6/2026 11:32:16 AM (PST) | Page 2 of 3 Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810 No coverage is provided by this Notice, nor can it be construed to replace any provisions of the policy (including its endorsements). If there is any conflict between this Notice and the policy (including the endorsements), the provisions of the policy (including its endorsements) shall prevail. (iii)That is insurance purchased by the Additional Insured to cover the Additional Insured's liability as a tenant for "property damage" to premises rented to the Additional Insured or temporarily occupied by the Additional with permission of the owner; or (iv)If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION II - LIABILITY. B. Exclusions, 1. Applicable to Business Liability Coverage. (v)That is insurance available to you for your participation in any past or present "unnamed joint venture". (vi)That is any insurance you may have that provides coverage for your professional services. (b)When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. (c)When this insurance is excess over other Insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (i)The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (ii)The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage part. (3) Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. Per Project Aggregate The following changes are made to SECTION II - LIABILITY: 1.The following is added to SECTION II - LIABILITY, D. Liability and Medical Expenses Limits of Insurance, paragraph 4: The Aggregate Limits of Insurance apply separately to each of "your projects" or each "location" listed in the Declarations. 2.For the purpose of coverage provided by this endorsement only, the following is added to SECTION II - LIABILITY, F. Liability and Medical Expenses Definitions: 1."Your project" means: a.Any premises, site or "location" at, on, or in which "your work" is not yet completed; and b.Does not include any "location" listed in the Declarations. 2."Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Coverage Part to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured; and, b. Separately to each insured against whom claim is made or “suit” is brought. Waiver Of Subrogation The TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US Condition (Section IV – COMMERCIAL GENERAL LIABILITY CONDITIONS) is amended by the addition of the following: We waive any right of recovery we may have against the person or organization where required by written contract because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This waiver applies only to the person or organization where required by written contract. Notice Of Cancellation For any statutorily permitted reason other than non-payment of premium, the number of days required for notice of cancellation, as provided in paragraph 2. of either the CANCELLATION Common Policy Condition or as amended by an applicable state cancellation endorsement, is increased to 30 Days. AUTHORIZED REPRESENTATIVE *From Hanover Forms: 391-1003 (08/16); 391-1445 (08/16); 391-1586 (08/16), 391-1003 (08/16) 89179564 | 25-26 GL-AL-UMB-WC-PL | Sherry Young | 2/6/2026 11:32:16 AM (PST) | Page 3 of 3 Docusign Envelope ID: FE09087D-C0CB-84AE-8136-C22F85970810