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HomeMy WebLinkAboutAgreement - Parametrix, Inc.- Contract No. 26PW0054 - Signed: 2026-04-28City of Gilroy Agreement/Contract Tracking Today’s Date: April 28, 2026 Your Name: Susana Ramirez Contract Type: Services over $5k - Consultant Phone Number: 408-846-0212 Contract Effective Date: (Date contract goes into effect) 4/29/2026 Contract Expiration Date: 6/30/2027 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Parametrix, Inc. 6001 Shellmound Street, Suite 500, Emeryville, CA 94608 Taxpayer ID: 91-0914810 Signers Name/Title: David Parisi /Principal Contract Subject: (no more than 100 characters) SS4A Grant Application for a Citywide School Safety Action Plan Contract Amount: (Total Amount of contract. If no amount, leave blank) $40,270.00 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 Department Head Risk Manager City Attorney Approval As to Form City Administrator (if needed) City Clerk Attestation Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 TYPE OF PROCURMENT DOLLAR THRESHOLD / SIGNING AUTHORITY STAFF LEVEL DEPARTMENT HEAD CITY ADMINISTRATOR COUNCIL APPROVAL $0-$999.99 $1,000-$49,999.99 $50,000-$99,999.99 $100,000-Above EQUIPMENT /SUPPLIES/ MATERIALS Furniture, hoses, parts, pipe manholes, office supplies, fuel, tools, PPE items, etc… • Vendor selection at discretion of staff Payment Method Purchase Card or Payment Request (if vendor does not accept credit cards) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Purchasing Approval • Purchase Requisition Payment Method Purchase Order* • Informal bid/quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Purchase Requisition Payment Method Purchase Order • Formal Bid • Advertisement • Council Approval • Purchase Requisition signed by City Administrator Payment Method Purchase Order GENERAL SERVICES Janitorial, landscape maintenance, equipment repair, installation, graffiti abatement, service inspections, uniform cleaning, etc… • Vendor selection at discretion of staff • May require insurance documents depending on scope/ nature of work Payment Method Purchase Card (if incorporated) Signed Payment Request (if so proprietor or partner) • Informal bid/quotation – 3 quotes (verbal or written) • Purchasing Summary form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order* • Informal Bid/RFP quotation – 3 written quotes • Purchasing Summary form w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal Bid/RFP/RFQ • Advertisement • Council Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order PROFESSIONAL SERVICES Consultants, architects, designers, auditors, etc... • Vendor selection at the discretion of staff • Purchase Summary Form w/ Purchasing Approval • Standard Agreement signed by Department Head • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to at least 3 consultants • Purchase Summary Form w/ Department Head Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • RFP/RFQ to a list of consultants • Evaluation Spreadsheet w/ City Administrator Approval • Standard Agreement • Purchase Requisition Payment Method Purchase Order • Formal RFP/RFQ • Advertisement • Council Approval • Standard Agreement signed by City Administrator • Purchase Requisition Payment Method Purchase Order Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -1- 4835-2267-0361v1 LAC\04706083 AGREEMENT FOR SERVICES (For contracts over $5,000 - CONSULTANT) This AGREEMENT made this 29th day of April, 2026, between: CITY: City of Gilroy, having a principal place of business at 7351 Rosanna Street, Gilroy, California and CONSULTANT: Parametrix, Inc., having a principal place of business at 6001 Shellmound Street, Suite 500, Emeryville, CA 94608. ARTICLE 1. TERM OF AGREEMENT This Agreement will become effective on April 29, 2026 and will continue in effect through June 30, 2027 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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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 $40,270.00. 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 imposed 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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: Parametrix, Inc. CITY OF GILROY By: By: Name: David Parisi, PE, TE Name: John Doughty Title: Principal-in-Charge Title: Director of Public Works Social Security or Taxpayer Identification Number 91-0914810 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -9- 4835-2267-0361v1 LAC\04706083 Approved as to Form ATTEST: City Attorney City Clerk Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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 Jimmy Jessup, EIT, 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, the City Engineer 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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -4- 4835-2267-0361v1 LAC\04706083 H. NOTICES. Notices are to be sent as follows: CITY: City Engineer City of Gilroy 7351 Rosanna Street Gilroy, CA 95020 CONSULTANT: David Parisi Parametrix, Inc. 6001 Shellmound Street, Suite 500 Emeryville, CA 94608 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: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “B” SCOPE OF SERVICES TASK 1 – PROJECT MANAGEMENT Parametrix will schedule and facilitate weekly coordination meetings/conference calls with the City Project Manager and key staff through the duration of the grant application period. Parametrix will prepare a single invoice and progress report, to be submitted to the City Project Manager, summarizing key activities and deliverables performed and/or submitted. Deliverables: ▸ Progress Report and Invoice TASK 2 – GRANT PREPARATION AND SUBMITTAL Parametrix, in close collaboration with the City of Gilroy, will prepare a SS4A Planning and Demonstration Grant in compliance with the FY 2026 NOFO requirements. Work will include: – Development of a fully formatted 4-page project narrative that responds to all NOFO requirements, including safety context, safety impact, underserved communities, budget costs, location map, and fatality rates. – Crash analysis to focus more thoroughly on school area crash locations, types, and trends to support the grant narrative. – High-level scope of work for completion of a School Safety Action Plan. – Identification of demonstration project examples, including anticipated scope of work, schedules, and the City’s experience in completing before/after data analysis on quick-build projects. – Cost estimate development and completion of Supplemental Estimated Budget. – Assistance with all required forms for Valid Eval. Parametrix will support the City’s Project Manager in uploading all materials to Valid Eval before the submittal deadline. Due to May 25th being a federal holiday, Parametrix will aim to have all materials finalized on Friday, May 22, 2026, allowing time for final coordination on the morning of the submittal. IMPORTANT NOTE: Early in the process, Parametrix will work with the City to make sure that they have—or can aid in registering for—a Valid Eval account, which is required to submit the grant application. While the application must be submitted under the City’s account, consultant staff can be invited into the grant application to support with filling out forms and uploading grant elements. Parametrix will Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -2- 4835-2267-0361v1 LAC\04706083 work hand in hand with City staff to upload everything in adequate time to submit the application. Parametrix can share computer screens or come into the office to guarantee a smooth submittal process. Deliverables ▸ Project narrative ▸ Supplemental budget ▸ Project location map and file ▸ Valid Eval project information questionnaire ▸ Self-certification eligibility worksheet ▸ Federal Forms: • SF 424: Application for Federal Assistance • SF 424A: Budget Information for Non-Construction Programs • SF 424B: Assurances for Non-Construction Programs • SF LLL: Disclosure of Lobbying Activities Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 -1- 4835-2267-0361v1 LAC\04706083 EXHIBIT “C” MILESTONE SCHEDULE The Consultant will begin work immediately. The Consultant will manage the project so that the schedule established is maitained to the degree it is under their control. The tentative schedule for the scope of work is: - Kick-off meeting with City: Week of April 27 - Content Development: Week of April 27 - Draft SS4A Grant Application: Due to City by COB May 8 - City Review: Comments due by COB May 12 - Final Draft: Due to the City by May 18 - City Final Review: Comments due by COB May 20 - Final Application: Due to the City by May 22 - Application Submittal via Valid Eval - May 26 The timeline reflects that some tasks and deliverables should begin prior to the completion of previous tasks. All SS4A grant applications are due May 26, 2026, by 5:00 pm EDT, to be uploaded via USDOT's Valid Eval web-based application submittal platform. Finalized application materials to be provided to the City by Friday, May 22, 2026, and assistance with application submittal prior to the deadline. Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 4835-2267-0361v1 LAC\04706083 EXHIBIT “D” PAYMENT SCHEDULE The cost for services rendered under this agreement will not exceed $40,270.00. Billing will be conducted monthly. The following are budgedted costs for each task as outlined in Exhibit "B" Scope of Services: Task 1 - Project Management - $6,840.00 Task 2 - Grant Preparation and Submittal - $33,430.00 Total not to exceed: $40,270.00 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 4City of Gilroy, SS4A Grant Application for Citywide School Safety Action Plan The following tasks provide the anticipated scope of work to be completed over a five-week period. TASK 1 – PROJECT MANAGEMENT Parametrix will schedule and facilitate weekly coordination meetings/conference calls with the City Project Manager and key staff through the duration of the grant application period. We will prepare a single invoice and progress report, to be submitted to the City Project Manager, summarizing key activities and deliverables performed and/or submitted. Deliverables ▸Progress Report and Invoice TASK 2 – GRANT PREPARATION AND SUBMITTAL Parametrix, in close collaboration with the City of Gilroy, will prepare a SS4A Planning and Demonstration Grant in compliance with the FY 2026 NOFO requirements. Work will include: –Development of a fully formatted 4-page project narrative that responds to all NOFO requirements, including safety context, safety impact, underserved communities, budget costs, location map, and fatality rates. –Crash analysis to focus more thoroughly on school area crash locations, types, and trends to support the grant narrative. –High-level scope of work for completion of a School Safety Action Plan. –Identification of demonstration project examples, including anticipated scope of work, schedules, and the City’s experience in completing before/after data analysis on quick-build projects. –Cost estimate development and completion of Supplemental Estimated Budget. –Assistance with all required forms for Valid Eval. Parametrix will support the City’s Project Manager in uploading all materials to Valid Eval before the submittal deadline. Understanding that May 25 is a federal holiday, we will aim to have all materials finalized on Friday, May 22, 2026, allowing time for final coordination on the morning of the submittal. IMPORTANT NOTE: Early in the process, we will work with the City to make sure that they have—or can aid in registering for—a Valid Eval account, which is required to submit the grant application. While the application must be submitted under the City’s account, consultant staff can be invited into the grant application to support with filling out forms and uploading grant elements. We will work hand in hand with City staff to upload everything in adequate time to submit the application. We can share computer screens or come into the office to guarantee a smooth submittal process. Deliverables ▸Project narrative ▸Supplemental budget ▸Project location map and file ▸Valid Eval project information questionnaire ▸Self-certification eligibility worksheet Project Understanding 4 ▸Federal Forms: • SF 424: Application for Federal Assistance • SF 424A: Budget Information for Non-Construction Programs • SF 424B: Assurances for Non-Construction Programs • SF LLL: Disclosure of Lobbying Activities City of Gilroy, SS4A Grant Application for Citywide School Safety Action Plan Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 5City of Gilroy, SS4A Grant Application for Citywide School Safety Action Plan Project Schedule All SS4A grant applications are due May 26, 2026 by 5:00 pm EDT, to be uploaded via USDOT’s Valid Eval web-based application submittal platform. If selected to prepare this grant application, we will coordinate with the City on the preparation and review schedule to allow timely feedback in the limited timeframe available. The following schedule presents anticipated major milestones for content development, reviews, and upload/submittal of the grant requirements. Sunday Monday Tuesday Wednesday Thursday Friday Saturday APRIL 26 27 28 29 30 MAY 1 2 Notice to Proceed Project Kick- Off Meeting 3 4 5 6 7 8 9 QC Draft (Word) to Gilroy by COB 10 11 12 13 14 15 16 Gilroy Review Gilroy Comments due by COB Document Formatting 17 18 19 20 21 22 23 Final PM Review/QC Gilroy Final Review Gilroy Comments due by COB Final Edits/QC Submit via Valid Eval 24 25 26 Memorial Day (offices closed) SS4A Grant DUE! Consultant-led Activity City of Gilroy-led Activity Content Development Content Development Revisions Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 14City of Gilroy, SS4A Grant Application for Citywide School Safety Action Plan Cost Proposal The following table provides our “not-to-exceed” cost proposal for development of the SS4A grant. A progress report and invoice shall be submitted upon submittal of the application.EmployeeJimmy JessupDavid ParisiJennifer ValentineJackie KuechenmeisterJen ShriberSharanya VarmaShannon IhlenCCiittyy ooff GGiillrrooyy GGrraanntt PPrreeppaarraattiioonn RoleProject ManagerEngineer IIIProject AdvisorGrant WriterSenior PlannerGrant WriterSenior ConsultantSafety AnalysisPlanner IVGIS/Data AnalysisPlanner IISenior Project Controls$170.00 $395.00 $240.00 $310.00 $185.00 $145.00 $170.00 TTaasskk DDeessccrriippttiioonn LLaabboorr DDoollllaarrss LLaabboorr HHoouurrss 01 Project Management $6,840.00 27 6 6 4 4 4 0 3 02 Grant Preparation and Submittal $33,430.00 154 24 6 30 30 30 34 0 118811 3300 1122 3344 3344 3344 3344 33 LLaabboorr TToottaallss::$$4400,,227700..0000 $$55,,110000..0000 $$44,,774400..0000 $$88,,116600..0000 $$1100,,554400..0000 $$66,,229900..0000 $$44,,993300..0000 $$551100..0000 OOtthheerr DDiirreecctt EExxppeennsseess $$00..0000 FFuullllyy BBuurrddeenneedd RRaattee:: LLaabboorr HHoouurr TToottaallss:: PPaarraammeettrriixx 1 of 1 4/17/2026 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 15City of Gilroy, SS4A Grant Application for Citywide School Safety Action Plan A-3 ATTACHMENT A – CONTRACT REQUIREMENTS ACKNOWLEDGEMENT I, __________________________________, declare as follows: That I am the _________________________, of ________________________________, (Title) (Company) the Consultant making the attached proposal; and that I have read the sample Agreement for Services (Attachment B), including the insurance & indemnification requirements contained therein, and hereby state that I understand and am willing to abide by, and can meet the requirements of the contract, including insurance and indemnification requirements, without modification thereto, should my firm be selected for a project or projects based on my qualifications and proposal, assuming a mutually agreeable scope, fee, and schedule can be established. Signed this _______ day of __________________, 2026 By _______________________________ Title: _____________________________ Attachment A Craig Shannon a Vice President Parametrix 20th April Vice President Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 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 4/30/2026 AssuredPartners Design Professionals Insurance Services,LLC 3697 Mt.Diablo Blvd Suite 230 Lafayette CA 94549 Maurice Thornton 510-272-1476 DesignProCerts@AssuredPartners.com License#:6003745 Valley Forge Insurance Company 20508 PARAINC-01 Continental Insurance Company 35289Parametrix,Inc. 1019 39th Ave.SE Suite 100 Puyallup,WA 98374 (253)604-6600 XL Specialty Insurance Company 37885 National Fire Insurance of Hartford 20478 Evanston Insurance Company 35378 Continental Casualty Company 20443 1223516612 D X 1,000,000 X 1,000,000 X Contractual Liab 15,000 X XCU Included 1,000,000 2,000,000 X X WA Stop Gap/EL Y Y 6050531366 11/1/2025 11/1/2026 2,000,000 WA Stop Gap 1,000,000 F 1,000,000 X Y Y 6050531352 11/1/2025 11/1/2026 B E X X 15,000,000Y6050531433 MKLV7EUE102296 11/1/2025 11/1/2025 Y 11/1/2026 11/1/2026 15,000,000 X 10,000 A D X N Y 6050531383 6050531402 11/1/2025 11/1/2025 11/1/2026 11/1/2026 WA STOP GAP 1,000,000 1,000,000 1,000,000 C Profesional Liability & Pollution Liability included Claims Made Form Y Y DPR5050088 11/1/2025 11/1/2026 Per Claim/2,000,000 Retroactive Date $2,000,000/Aggr. 01/01/1969 Umbrella Liability policy is follow-form to underlying General Liability/Auto Liability/Employers Liability. PMX Project Number/Name:#474-9591-806 /SS4A Grant Application and Reduced Speed Limits -- City of Gilroy,its officers and employees are named as Additional Insured on General Liability and Auto Liability,per policy forms,with respect to the operations of the Named Insured as required by written contract. Professional Liability Retroactive Date:1/1/1969 30 Day Notice of Cancellation City of Gilroy Attn:Nisha Patel,City Engineer 7351 Rosanna Street Gilroy CA 95020 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Business Auto Policy Policy Endorsement CONTRACTORS EXTENDED COVERAGE ENDORSEMENT - BUSINESS AUTO PLUS I. A. 1. 2. a. b. (1) (2) 3. 4. 1. 2. B. 1. 2. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM LIABILITY COVERAGE Who Is An Insured The following is added to Section II, Paragraph A.1., Who Is An Insured: a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on the date of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. Any organization you newly acquire or form, other than a limited liability company, partnership or joint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: Is effective on the acquisition or formation date, and is afforded only until the end of the policy period of this Coverage Form, or the next anniversary of its inception date, whichever is earlier. Does not apply to: Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or Any such organization that is an insured under any other liability "policy" providing auto coverage. Any person or organization that you are required by a written contract to name as an additional insured is an insured but only with respect to their legal liability for acts or omissions of a person, who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom Liability Coverage is afforded under this policy. If required by written contract, this insurance will be primary and non-contributory to insurance on which the additional insured is a Named Insured. An employee of yours is an insured while operating an auto hired or rented under a contract or agreement in that employee's name, with your permission, while performing duties related to the conduct of your business. "Policy", as used in this provision A. Who Is An Insured, includes those policies that were in force on the inception date of this Coverage Form but: Which are no longer in force; or Whose limits have been exhausted. Bail Bonds and Loss of Earnings Section II, Paragraphs A.2. (2) and A.2. (4) are revised as follows: In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and In a.(4), the limit for the loss of earnings is changed from $250 to $500 a day. BUA 6050531352 Endorsement No: 25; Page: 1 of 4 Policy Page: 232 of 352 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Policy No: Policy Effective Date: 11/01/2025Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Business Auto Policy Policy Endorsement C. II. A. B. a. b. C. a. D. a. b. c. d. e. (1) (2) E. Fellow Employee Section II, Paragraph B.5 does not apply. Such coverage as is afforded by this provision C. is excess over any other collectible insurance. PHYSICAL DAMAGE COVERAGE Glass Breakage – Hitting A Bird Or Animal – Falling Objects Or Missiles The following is added to Section III, Paragraph A.3.: With respect to any covered auto, any deductible shown in the Declarations will not apply to glass breakage if such glass is repaired, in a manner acceptable to us, rather than replaced. Transportation Expenses Section III, Paragraph A.4.a. is revised, with respect to transportation expense incurred by you, to provide: $60 per day, in lieu of $20; subject to $1,800 maximum, in lieu of $600. Loss of Use Expenses Section III, Paragraph A.4.b. is revised, with respect to loss of use expenses incurred by you, to provide: $1,000 maximum, in lieu of $600. Hired "Autos" The following is added to Section III. Paragraph A.: 5. Hired "Autos" If Physical Damage coverage is provided under this policy, and such coverage does not extend to Hired Autos, then Physical Damage coverage is extended to: Any covered auto you lease, hire, rent or borrow without a driver; and Any covered auto hired or rented by your employee without a driver, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. The most we will pay for any one accident or loss is the actual cash value, cost of repair, cost of replacement or $75,000, whichever is less, minus a $500 deductible for each covered auto. No deductible applies to loss caused by fire or lightning. The physical damage coverage as is provided by this provision is equal to the physical damage coverage(s) provided on your owned autos. Such physical damage coverage for hired autos will: Include loss of use, provided it is the consequence of an accident for which the Named Insured is legally liable, and as a result of which a monetary loss is sustained by the leasing or rental concern. Such coverage as is provided by this provision will be subject to a limit of $750 per accident. Airbag Coverage The following is added to Section III, Paragraph B.3.: The accidental discharge of an airbag shall not be considered mechanical breakdown. BUA 6050531352 Endorsement No: 25; Page: 2 of 4 Policy Page: 233 of 352 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Policy No: Policy Effective Date: 11/01/2025Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Business Auto Policy Policy Endorsement F. c. d. G. a. b. c. d. (1) (2) III. 1. a. b. (1) (2) 2. IV. A. Electronic Equipment Section III, Paragraphs B.4.c and B.4.d. are deleted and replaced by the following: Physical Damage Coverage on a covered auto also applies to loss to any permanently installed electronic equipment including its antennas and other accessories A $100 per occurrence deductible applies to the coverage provided by this provision. Diminution In Value The following is added to Section III, Paragraph B.6.: Subject to the following, the diminution in value exclusion does not apply to: Any covered auto of the private passenger type you lease, hire, rent or borrow, without a driver for a period of 30 days or less, while performing duties related to the conduct of your business; and Any covered auto of the private passenger type hired or rented by your employee without a driver for a period of 30 days or less, under a contract in that individual employee's name, with your permission, while performing duties related to the conduct of your business. Such coverage as is provided by this provision is limited to a diminution in value loss arising directly out of accidental damage and not as a result of the failure to make repairs; faulty or incomplete maintenance or repairs; or the installation of substandard parts. The most we will pay for loss to a covered auto in any one accident is the lesser of: $5,000; or 20% of the auto's actual cash value (ACV). Drive Other Car Coverage – Executive Officers The following is added to Sections II and III: Any auto you don't own, hire or borrow is a covered auto for Liability Coverage while being used by, and for Physical Damage Coverage while in the care, custody or control of, any of your "executive officers", except: An auto owned by that "executive officer" or a member of that person's household; or An auto used by that "executive officer" while working in a business of selling, servicing, repairing or parking autos. Such Liability and/or Physical Damage Coverage as is afforded by this provision. Equal to the greatest of those coverages afforded any covered auto; and Excess over any other collectible insurance. For purposes of this provision, "executive officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any other similar governing document, and, while a resident of the same household, includes that person's spouse. Such "executive officers" are insureds while using a covered auto described in this provision. BUSINESS AUTO CONDITIONS Duties In The Event Of Accident, Claim, Suit Or Loss The following is added to Section IV, Paragraph A.2.a.: BUA 6050531352 Endorsement No: 25; Page: 3 of 4 Policy Page: 234 of 352 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Policy No: Policy Effective Date: 11/01/2025Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Business Auto Policy Policy Endorsement (4) (6) B. C. D. E. a. V. Your employees may know of an accident or loss. This will not mean that you have such knowledge, unless such accident or loss is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you are not an individual, to any of your executive officers or partners or your insurance manager. Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others To Us: We waive any right of recovery we may have, because of payments we make for injury or damage, against any person or organization for whom or which you are required by written contract or agreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person or organization. You must agree to that requirement prior to an accident or loss. Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policy shall be on a primary non-contributory basis. This provision is applicable only when required by a written contract. That written contract must have been entered into prior to Accident or Loss. Policy Period, Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: 45 days of coverage in lieu of 30 days. DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. BUA 6050531352 Endorsement No: 25; Page: 4 of 4 Policy Page: 235 of 352 Underwriting Company: Continental Casualty Company, 151 N Franklin St, Chicago, IL 60606 Form No: CNA63359XX (04-2012) Endorsement Effective Date: Policy No: Policy Effective Date: 11/01/2025Endorsement Expiration Date: © Copyright CNA All Rights Reserved. Includes copyrighted material of the Insurance Services Office, Inc., used with its permission. Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Policy Number: DPR5050088 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 DPR5050088 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 CNA PARAMOUNT Waiver of Transfer of Rights of Recovery Against Others to the Insurer Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: ANY PERSON OR ORGANIZATION WHOM THE NAMED INSURED HAS AGREED IN WRITING IN A CONTRACT OR AGREEMENT TO WAIVE SUCH RIGHTS OF RECOVERY, BUT ONLY IF SUCH CONTRACT OR AGREEMENT: 1. IS IN EFFECT OR BECOMES EFFECTIVE DURING THE TERM OF THIS COVERAGE PART; AND 2. WAS EXECUTED PRIOR TO THE BODILY INJURY, PROPERTY DAMAGE OR PERSONAL AND ADVERTISING INJURY GIVING RISE TO THE CLAIM. (Information required to complete this Schedule,if not shown above,will be shown in the Declarations.) Under COMMERCIAL GENERAL LIABILITY CONDITIONS,it is understood and agreed that the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended by the addition of the following: With respect to the person or organization shown in the Schedule above,the Insurer waives any right of recovery the Insurer may have against such person or organization because of payments the Insurer makes for injury or damage arising out of the Named Insured’s ongoing operations or your work included in the products-completed operations hazard. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below, and expires concurrently with said Policy. 6050531366CNA75008XX(10-16)Policy No: 34Page1 of 1 Endorsement No: Nat'l Fire Ins Co of Hartford 11/01/2023EffectiveDate: PARAMETRIX, INC.Insured Name: Copyright CNA All Rights Reserved.Includes copyrighted material of Insurance Services Office,Inc.,with its permission.00020006660505313660447Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors - with Products-Completed Operations Coverage Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: I.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part,but only with 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: A.In the performance of your ongoing operations subject to such written contract;or B.In the performance of your work subject to such written contract,but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1.The written contract requires you to provide the additional insured such coverage;and 2.This Coverage Part provides such coverage;and C.Subject always to the terms and conditions of this policy,including the limits of insurance,the Insurer will not provide such additional insured with: 1.Coverage broader than what you are required to provide by the written contract;or 2.A higher limit of insurance than what you are required to provide by the written contract. Any coverage granted by this Paragraph I.shall apply solely to the extent permissible by law. II.If the written contract requires additional insured coverage under the 07-04 edition of CG2010 or CG2037,then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part,but only with 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: A.In the performance of your ongoing operations subject to such written contract;or B.In the performance of your work subject to such written contract,but only with respect to bodily injury or property damage included in the products-completed operations hazard,and only if: 1.The written contract requires you to provide the additional insured such coverage;and 2.This Coverage Part provides such coverage. III.But if the written contract requires: A.Additional insured coverage under the 11-85 edition,10-93 edition,or 10-01 edition of CG2010,or under the 10- 01 edition of CG2037;or B.Additional insured coverage with “arising out of”language; then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. 6050531366CNA75079XX(3-22)Policy No: 32Page1 of 3 Endorsement No: Nat'l Fire Ins Co of Hartford 11/01/2023EffectiveDate: PARAMETRIX, INC.Insured Name: Copyright CNA All Rights Reserved.00020006660505313660444Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors - with Products-Completed Operations Coverage Endorsement IV.But if the written contract requires additional insured coverage to the greatest extent permissible by law,then paragraph I.above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this Coverage Part,but only with respect to liability for bodily injury,property damage or personal and advertising injury arising out of your work that is subject to such written contract. V.The insurance granted by this endorsement to the additional insured does not apply to bodily injury,property damage,or personal and advertising injury arising out of: A.The rendering of,or the failure to render,any professional architectural,engineering,or surveying services, including: 1.The preparing,approving,or failing to prepare or approve maps,shop drawings,opinions,reports,surveys, field orders,change orders or drawings and specifications;and 2.Supervisory,inspection,architectural or engineering activities;or B.Any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this Coverage Part. VI.Under COMMERCIAL GENERAL LIABILITY CONDITIONS,the Condition entitled Other Insurance is amended to add the following,which supersedes any provision to the contrary in this Condition or elsewhere in this Coverage Part: Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured,this insurance is primary to and will not seek contribution from such other insurance,provided that a written contract requires the insurance provided by this policy to be: 1.Primary and non-contributing with other insurance available to the additional insured;or 2.Primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above,this insurance will be excess of all other insurance available to the additional insured. VII.Solely with respect to the insurance granted by this endorsement,the section entitled COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: The Condition entitled Duties In The Event of Occurrence,Offense,Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1.Give the Insurer written notice of any claim,or any occurrence or offense which may result in a claim; 2.Send the Insurer copies of all legal papers received,and otherwise cooperate with the Insurer in the investigation, defense,or settlement of the claim;and 3.Make available any other insurance,and endeavor to tender the defense and indemnity of any claim to any other insurer or self-insurer,whose policy or program applies to a loss that the Insurer covers under this coverage part. However,if the written contract requires this insurance to be primary and non-contributory,this paragraph 3. does not apply to other insurance under which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receives written notice of a claim from the additional insured. 6050531366CNA75079XX(3-22)Policy No: 32Page2 of 3 Endorsement No: Nat'l Fire Ins Co of Hartford 11/01/2023EffectiveDate: PARAMETRIX, INC.Insured Name: Copyright CNA All Rights Reserved. Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 CNA PARAMOUNT Blanket Additional Insured -Owners,Lessees or Contractors - with Products-Completed Operations Coverage Endorsement VIII.Solely with respect to the insurance granted by this endorsement,the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this Coverage Part,provided the contract or agreement: A.Was executed prior to: 1.The bodily injury or property damage;or 2.The offense that caused the personal and advertising injury; for which the additional insured seeks coverage;and B.Is still in effect at the time of the bodily injury or property damage occurrence or personal and advertising injury offense. All other terms and conditions of the Policy remain unchanged. This endorsement,which forms a part of and is for attachment to the Policy issued by the designated Insurers,takes effect on the effective date of said Policy at the hour stated in said Policy,unless another effective date is shown below,and expires concurrently with said Policy. 6050531366CNA75079XX(3-22)Policy No: 32Page3 of 3 Endorsement No: Nat'l Fire Ins Co of Hartford 11/01/2023EffectiveDate: PARAMETRIX, INC.Insured Name: Copyright CNA All Rights Reserved.00020006660505313660445Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32 Docusign Envelope ID: 0564492B-B6E5-8FCA-81AF-0F4E4DAC1F32