Loading...
HomeMy WebLinkAboutSunlight Technologies, Inc. (Readyly) 07.01.2026AGREEMENT THIS AGREEMENT is made and entered into on the 1st day of July, 2026 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Sunlight Technologies, Inc. (Readyly). (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1.CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Readyly will provide an AI-powered citizen engagement platform featuring: •Multilingual AI Chatbots, email response agents, and voiced-based AI agents •Platform indexing of client-provided content, integration with third-party systems, and customizable workflows to automate and streamline citizen interactions •Internal user configuration capabilities for staff to access aggregated information, analytics, and workflow automation for enhanced operational efficiency •AI Agents supporting real-time query resolution, information retrieval, and task execution, with advanced analytics and ongoing configuration to optimize performance 2.EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: Exhibit A: Readyly Renewal Proposal for FY 2026-27, prepared for the Town of Los Altos Hills, California. Exhibit B: Prior Agreement between the Town of Los Altos Hills and Sunlight Technologies, Inc. d/b/a Readyly, effective July 1, 2025, together with Amendment No. 1 dated August 4, 2025, incorporated solely for SaaS -specific terms not otherwise addressed in this Agreement or Exhibit A. 3.TERMS. The services and/or materials furnished under this Agreement shall commence July 1, 2026 and shall be completed by June 30, 2027, unless terminated pursuant to Section 5(f). 4.COMPENSATION. For the full performance of this Agreement: a.TOWN shall pay CONTRACTOR an amount not to exceed fourteen -thousand three-hundred-eight dollars and zero cents ($14,308.00) for the annual subscription term, payable within thirty (30) days following receipt of invoice after commencement of the July 1, 2026 through June 30, 2027 term, subject to satisfactory provision of the Services in a manner consistent with professional/industry standards for the area in which CONTRACTOR operates. The annual fee includes 40,880 interaction units for the July 1, 2026 through June 30, 2027 term. Text-based sessions, including chat, search, SMS, email, and social media interactions, consume one (1) interaction unit per session. Voice AI calls consume two (2) interaction units per call. Overage usage, if any, will be billed at $0.35 per additional text-based session and $0.25 per minute for voice usage, Town of Los Altos Hills Page 1 of 5 Short form Updated 4/26/22 with Readyly providing advance notice if usage is trending toward the included allocation. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b.Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. b.CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. 5.GENERAL TERMS AND CONDITIONS. a.HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR’S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. CONTRACTOR shall have no obligation under this Section to the extent a claim arises from TOWN-provided data, content, instructions, workflows, configurations, third-party systems, or use of the Services other than in accordance with this Agreement. b.INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i.ERRORS AND OMISSIONS INSURANCE: $1,000,000.00 aggregate. Town of Los Altos Hills Page 2 of 5 Short form Updated 4/26/22 v.NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives.” vi.CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers " as additional insureds. vii.To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c.NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. d.INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e.CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f.TERMINATION. This Agreement may be terminated by either party only for material breach if the breaching party fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail. Upon any termination, TOWN shall pay CONTRACTOR all undisputed amounts due for Services provided through the effective date of termination, including subscription access, usage, and any other Services provided prior to termination. g.RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, Town of Los Altos Hills Page 3 of 5 Short form Updated 4/26/22 files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the TOWN and are not nece ssarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire.” Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. Notwithstanding the foregoing, CONTRACTOR retains all right, title, and interest in the Readyly platform, software, AI systems, workflows, configurations, templates, methods, know-how, and related improvements. TOWN retains ownership of Town-provided data and content. h.CONTRACT ADMINISTRATION. The TOWN hereby designates the Management Analyst from the City Manager’s Office and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i.ENTIRE AGREEMENT. This Agreement, including Exhibit A and Exhibit B, represents the entire agreement between the Parties with respect to the Services provided during the July 1, 2026 through June 30, 2027 term. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits, provided that Exhibit B shall apply to SaaS-specific terms not otherwise addressed in this Agreement or Exhibit A. Nothing in this Agreement releases either party from obligations that accrued under the Prior Agreement before July 1, 2026. j.LIMITATION OF LIABILITY. Except for TOWN’s payment obligations, a party’s fraud, willful misconduct, or liability that cannot be limited by law, each party’s aggregate liability arising out of or related to this Agreement shall not exceed the Town of Los Altos Hills Page 4 of 5 Short form Updated 4/26/22 fees paid or payable under this Agreement. Notwithstanding the foregoing, CONTRACTOR’s aggregate liability for claims arising from its indemnification obligations, confidentiality obligations, or data security/privacy obligations shall not exceed two (2) times the fees paid or payable under this Agreement. Neither party shall be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, or for lost profits, revenue, data, goodwill, or anticipated savings. 6.INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: CONTRACTOR: Joram Parcutilo Management Analyst-City Manger’s Office Town of Los Altos Hills By: 26379 Fremont Road Signature Date Los Altos Hills, CA 94022 Print name, Title TOWN OF LOS ALTOS HILLS: By: Cody Einfalt, City Manager Date 06/10/26 Kristofer Sandor, CEO 6/11/26 RENEWAL PROPOSAL | FY 2026-27 Town of Los Altos Hills California Year 2 Renewal Partnership 9,000 Residents Served 2 Pricing Scenarios 30 Day CRM Launch Target 24/7 Resident Support • ~200 Languages • Voice AI • Laserfiche, GIS & eCode360 Integrated Scenario A AI Services Renewal $14,308/yr ~$1.70/resident Scenario B AI + CRM/ Ticketing $36,000/yr $4.00/resident Confidential • Prepared for the Town of Los Altos Hills, CA • 2026 Year 1: By the Numbers 2,256 Total Resident Sessions 90.2% AI Resolution Rate 41% Search Assist Share 5+ Departments Tracked Chat + Search Both Live ChatAssist: 1,287 sessions (57%). SearchAssist: 937 sessions (41%). Residents adopted both channels quickly — Search now promoted in the weekly newsletter. 90%+ AI Resolution Rate Of 3,604 tracked queries, the AI was able to address 90.2%. Only 5 sessions resulted in a follow-up request for staff. Laserfiche Integration Live integration with the Town's Laserfiche system. Residents and staff can surface documents directly through the AI without a separate portal search. GIS Integration Location-aware queries powered by GIS data. Residents can ask about parcels, zoning, and district boundaries and get direct answers. Departments Tracked Department dashboard launched March 2026. Parks & Rec (21%), Planning (17%), City Clerk (15%), Building (13%), Public Works (9%) are the top 5 by volume. eCode360 Integration Live integration with eCode360 gives residents direct AI-powered access to Town codes and ordinances — reducing routine research calls to City Clerk and Planning. Sessions trending sharply upward — March and April each hit ~495, compared to ~100/month in Year 1's first half. Readyly • Los Altos Hills, CA • FY 2026–27 Renewal 2 Year 2 Roadmap Capabilities launching or expanding in FY 2026–27 Voice AI — 24/7 Phone Service Fully tested and ready to launch. Los Altos Hills residents will be able to call Town Hall 24/7 and speak to an AI agent. Estimated volume: ~400 calls/month. Two-unit billing per call aligns with compute costs, and total call volume keeps well within annual interaction unit allocation. AI-Powered Search + Knowledge Expansion Year 1 search surged 50–100% over chat. Year 2 will expand the knowledge base, add fire department content (pending IP whitelisting), and deepen GIS-aware search results for parcel and zoning queries. iWorq Integration (Research Phase) iWorq is on the Year 2 roadmap for permit status queries. We are actively researching the integration path. This is a capability we have not yet explored — timeline to be confirmed once scoped. CRM / Ticketing System (Scenario B) The Town is actively evaluating CRM solutions. Readyly can provide a fully integrated CRM/ticketing layer at a competitive cost — see Scenario B pricing on the following slides. Readyly • Los Altos Hills, CA • FY 2026–27 Renewal 3 Why Readyly — Year 2 Deeper Integrations Laserfiche, GIS, and eCode360 live. iWorq permit integration in research. No other AI vendor in local government offers this breadth at this price point. Voice AI Included Real-time voice AI handled by Readyly infrastructure. No third-party voice vendor or separate contract needed. Unmatched Security SOC 2 Type 2, HIPAA, ISO 27001, GDPR, and WCAG 2.1 compliant — the most secure resident-facing AI in local government. Minimal City Burden Turnkey setup and ongoing maintenance. Readyly handles all configuration, updates, and content ingestion — no burden on Town staff. Data & Analytics Live dashboard, automated monitoring, and weekly usage reports reveal trends, gaps, and top resident questions — always visible to the Town. Live Across 33 Govs Deployed in cities and counties across 12+ states. Los Altos Hills joins a growing network of AI-powered local governments. Readyly • Los Altos Hills, CA • FY 2026–27 Renewal 4 Renewal Scenarios at a Glance Two options for FY 2026–27. Both include all AI channels currently live. What's Included Scenario A Scenario B AI Chat + AI Search ✓✓ SMS / Text Channel ✓✓ Voice AI (24/7 Phone)✓✓ Laserfiche Integration ✓✓ GIS Integration ✓✓ eCode360 Integration ✓✓ iWorq Permit Status TBD TBD CRM / Case Ticketing —✓ Resident Service History —✓ Staff Case Management Portal —✓ Cross-Dept Request Routing —✓ Annual Fee $14,308 $36,000 Per Resident ~$1.70 $4.00 Readyly • Los Altos Hills, CA • FY 2026–27 Renewal 5 Scenario A — AI Services Renewal Renew and expand the AI platform you already know. Add Voice AI. Keep growing. $14,308 per year ~$1.70 per resident No setup fee for renewal Updated Interaction Unit Model 40,880 interaction units included annually $0.35/unit (vs. $0.25 in Year 1) Text sessions (chat, search, SMS, social)1 unit = $0.35 per session Voice AI calls 2 units = $0.70 per call Overage (if needed, with advance notice)$0.35/text session • $0.25/min voice Why the unit price increase? Year 2 accounts for Voice AI and Laserfiche / GIS integrations that others don't offer or charge significantly more for — all included. Estimated Annual Usage Year 1 text sessions: 2,256 total sessions Year 2: adds Voice AI(~400 calls/mo), integrations, and expanded channels. The allocation is sized to cover it all with room to grow — no mid-year surprises. Readyly • Los Altos Hills, CA • FY 2026–27 Renewal 6 Ready for Year 2? Readyly has built something real in Los Altos Hills. Residents and staff use it daily. The platform is now a trusted part of how the Town communicates. Year 2 deepens that with Voice AI, expanded integrations, and — if the Town is ready — a fully native CRM to replace the evaluation process entirely. Better service. Less workload. Every resident. Every hour of the day. NEXT STEP Select Scenario A or B. Readyly will prepare the renewal agreement and — for Scenario B — schedule a 45-minute CRM demo with the core department leads to confirm routing and workflow design before launch. Target: renewal signed and Voice AI live by July 1, 2026. Kris Sandor, CEO — Readyly kris@readyly.com • Town of Los Altos Hills • Proposal FY 2026–27 • Confidential Confidential • 2026 - 1- Description of Services Terms of Service Readyly will provide an AI-powered citizen engagement platform featuring: • Multilingual AI chatbots, email response agents, and voice-based AI agents • Platform indexing of client-provided content, integration with third-party systems, and customizable workflows to automate and streamline citizen interactions • Internal user configuration capabilities for staff to access aggregated information, analytics, and workflow automation for enhanced operational efficiency • AI Agents supporting real-time query resolution, information retrieval, and task execution, with advanced analytics and ongoing configuration to optimize performance Term (“Annual Term”): July 1, 2025 – June 30, 2026 Pricing: • Setup Fee: $1,460 (one-time, invoiced July 1, 2025), covering implementation services. • Subscription Fee: $8,760 total, covering 12 months of service access beginning July 1, 2025. • Total sessions: 24,440 (based on $0.50/session) Processing and Hosting Costs: included in the service pricing. 24/7 Support and Service: included in the service pricing. Billing: Annual, billed in advance upon contract signature. EFFECTIVE DATE: July 1st, 2025 Once Town and Readyly sign this order (“Order”), the Order, together with the attached Terms and Conditions (“Terms”) and any exhibits attached to the Terms (collectively, this “Agreement”) will constitute a binding agreement between the parties as of the Effective Date. Capitalized terms utilized but not defined in this Order are defined in the Terms. If the Services are used during an onboarding period (“Onboarding”), during the Onboarding period, notwithstanding any terms to the contrary in this Agreement, the Services are provided “AS IS” and no warranty or indemnification obligations of Readyly will apply. Town of Los Altos Hills, CA (“Town”) By: Name & Title: Cody Einfalt, Deputy City Manager Address: 26379 Fremont Road Los Altos Hills, CA 94022 Date: Email: ceinfalt@losaltoshills.ca.gov Sunlight Technologies, Inc. (dba “Readyly”) By: Name & Title: Kristofer A. Sandor, CEO Address: 4 Post Office Lane, Suite 663, Greens Farms, CT 06838 Date: Email: kris@readyly.com Billing Information Billing Contact Name: Billing Address: 26379 Fremont Road Los Altos Hills, CA 94022 Billing Contact Email: Billing Instructions: 5/1/2025 5/1/2025 Cody Einalt ceinfalt@losaltoshills.ca.gov email invoice - 2- READYLY TERMS AND CONDITIONS This Agreement is the entire agreement of the parties regarding the Services. It includes the Order, all exhibits attached to these Terms, and all the other terms and conditions incorporated into this Agreement by reference. This Agreement supersedes all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions, and understandings, written or oral, with respect to the Services and all past dealings or industry customs. In the event of a conflict between the terms of these Terms and the terms and conditions of the applicable Order , the terms of the Order will govern. 1. Readyly Services. 1.1. Offerings. 1.1.1. Software Services. Readyly provides various software offerings. Each offering, if selected, is set forth in the applicable Order. Such Order outlines the following: (a) the nature of the services to be provided by Readyly (“Services”), (b) whether the Services will include an Onboarding Period (per the terms and fees described in the Order) and the term of such period, if applicable (“Onboarding”), (c) the period the Services will be provided on an ongoing basis ( a “Subscription Period”), (d) the number of Users (as defined below) authorized to use the Services, and (e) the fees for the Services per Subscription Period (“Subscription Fees”). 1.1.2. Subject to the terms and conditions of this Agreement, Readyly will make the Services available to Town and Town’s authorized users (each, a “User”) for Town’s access and internal use by using commercially reasonable efforts to provide the Services. The parties agree that the Services provided by Readyly are non-exclusive. For the avoidance of doubt, it is agreed by the parties that Readyly is not under any obligation to intimate the Town in case of providing similar Services to any other municipality or commercial business. 1.2. Service Levels. Readyly will provide the service level standards set forth in Exhibit A (“Service Level Standards”). 1.3. Ownership of Intellectual Property Rights. The Town agrees that Readyly shall own the rights, titles, and interests to the intellectual property in or relating to the Services and/or any customizations developed by Readyly during the performance of this Agreement thereof. The Town shall not attempt to register any of the intellectual property rights similar thereto. Readyly agrees that Town shall own the rights, titles and interests to the intellectual property rights in or relating to technology developed by Town to enable Services. Further, all improvements, modifications, or derivatives created by either party to the intellectual property rights in or relating to the Readyly application, Services and/or any customizations thereof (collectively “Derivative IP”) to the Readyly application during the course of this Agreement and in accordance with the license granted in relation to the Services, shall be owned solely by Readyly. The Parties may negotiate and execute a separate agreement for a limited license to such Derivative IP. Nothing in this Agreement shall provide Readyly with ownership, or other intellectual property rights, in any of Town’s intellectual property. Any Town intellectual property shared with Readyly shall be deemed to be for the improvement of the Readyly application, and will not give Readyly any intellectual property rights in the Town’s intellectual property. 1.4. Support and Security. Readyly will provide support for the Services, including to the standards described in Appendix A, and security for the Services in accordance with the standards outlined in Section 9.5 and Readyly’s Security Report (https://app.drata.com/security-report). Readyly reserves the right to make changes to the support and/or security terms for the Services during the Term. If, however, such a change results in the material degradation of the level of support for the Services or the level of protection of Customer Data and no workaround has been provided by Readyly, then Customer may terminate this Agreement by providing Readyly with written notice within 30 days from the date of notification of such change. - 3- 2. Use Requirements. 2.1 Passwords. Town is responsible for maintaining the confidentiality of its User passwords, IDs, and other credentials and login information (collectively, “Passwords”), and Town agrees that Readyly has no liability with respect to the use of any Passwords. Town acknowledges that Passwords are personal to each User, and Town is responsible for ensuring that each Password is used only by the applicable User. Town must notify Readyly immediately if Town has reason to believe that the security of Town’s account has been compromised or if any of the Services have been accessed by any unauthorized individuals. 2.2 Town Data. Town grants Readyly a non-exclusive, royalty-free, worldwide right and license to reproduce and store all electronic data or information provided by Town to Readyly via or in connection with the Services (“Town Data”), solely for the purpose of providing the agreed-upon Services. Readyly may modify the Town Data only as necessary to provide the Services and will not sub-license, sell, commoditize, or otherwise share Town Data with third parties without Town's prior written consent. As between the parties, Town owns all rights, titles, and interests in and to all Town Data. (“Customer Data”) means information processed on behalf of Town that identifies, relates to, describes, or is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an identified or identifiable person or household. Customer Data is Confidential Information of Customer and may only be used by Readyly solely for the purpose of providing the agreed-upon Services. In no instance will Readyly sell, market, or otherwise commoditize Customer Data. 3. Fees and Payment Terms. 3.1. Subscription Fees. Town will pay Subscription Fees in accordance with the payment terms set forth in the Order Form attached to this Agreement. Readyly will issue regular invoices in accordance with the terms set forth in the Order Form. Town will pay all invoiced amounts within thirty (30) days of receipt, and all payments must be made in U.S. Dollars by check or bank wire transfer to an account designated by Readyly. 3.2. Interest and Additional Terms. Interest on any late payments will accrue at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower, from the date such amount is due until the date such amount is paid in full. Town will be responsible for and will pay all sales and similar taxes on all license fees and similar fees levied upon the provision of the Services, excluding only taxes based solely on Readyly’s net income. Notwithstanding any terms to the contrary in this Agreement, (a) Readyly will not be obligated to issue any refunds for Subscription Fees paid, and (b) Readyly, at its sole discretion, may modify its pricing during any Subscription Period, provided that modifications will only be effective as of the directly subsequent Subscription Period. 4. Term, Termination, and Effects of Termination. 4.1. Term. This Agreement commences on the Effective Date and, unless earlier terminated as set forth in Section 4.2, continues through the Onboarding period and Annual Term. The Agreement will automatically renew annually upon mutual agreement of both parties, with each subsequent renewal being considered a 12-month Annual Term. 4.2. Termination. Either party may terminate this Agreement for cause if the other party materially breaches any provision of this Agreement and fails to remedy such breach within 14 days of receiving written notice. Readyly may suspend the use of Services (or any portion thereof) without liability if it reasonably determines that: (a) Town or any of its Users are in breach of Section 10; or (b) Readyly is required by any applicable law to suspend the Services. 4.3. Effects of Termination. Upon any expiration or termination of this Agreement, (a) all rights and licenses granted to Town under this Agreement will immediately terminate, and (b) Town must pay to Readyly all amounts due in accordance with this Agreement for the period for which Town contracted. Notwithstanding any terms to the contrary in this Agreement, (c) Sections 3, 4.2, 6, 7, 8, 9, 10, 11, and 12 will survive any termination or expiration of this Agreement, and (d) no refunds will be issued. - 4- 5. Representations and Warranties. Each party represents and warrants that (a) it is validly existing and in good standing under the laws of the place of its establishment or incorporation, (b) it has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement, (c) the person signing this Agreement on its behalf has been duly authorized and empowered to enter into this Agreement, and (d) this Agreement is valid, binding, and enforceable against it in accordance with its terms. Further, Town possesses the necessary rights and consents to grant Readyly the rights set forth in this Agreement with respect to the Town Data. 6. Disclaimer. EXCEPT AS SET FORTH IN SECTION 5, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES, COVENANTS, OR CONDITIONS OF ANY KIND (EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, READYLY, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE ACCESS TO OR USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA, (B) THE SERVICES WILL MEET TOWN’S REQUIREMENTS OR EXPECTATIONS, OR OTHERWISE PRODUCE ANY PARTICULAR RESULTS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, OR WILL NOT BE LOST, DAMAGED, OR CORRUPTED, (D) ERRORS OR DEFECTS WILL BE CORRECTED, PATCHES OR WORKAROUNDS WILL BE PROVIDED, Readyly WILL DETECT EVERY BUG IN THE SERVICES, OR THE TOWN WILL HAVE THE RIGHT TO TERMINATE THE AGREEMENT (E) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (F) THIRD-PARTY DISRUPTIONS AND SECURITY BREACHES OF THE SERVICES WILL BE PREVENTED. 7. Indemnification. Readyly, at its sole expense, will defend Town from and against any and all third-party claims, suits, actions, or proceedings (each a “Claim”) and indemnify Town from any related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) (“Losses”) that are awarded by a court of competent jurisdiction or included in a settlement approved, in advance and in writing, by Readyly resulting from or arising in connection with the Services (solely in the form delivered to Town) infringing any Intellectual Property Rights (as defined in Section 8.4) of any third party. The indemnifying party’s indemnification obligations under this Section 7 are conditioned upon the indemnified party (a) giving prompt written notice of the Claim to the indemnifying party once the indemnified party becomes aware of it, (b) granting the indemnifying party the option to solely control the defense (including the right to use its own counsel) and settle the Claim (except that the indemnified party must approve any settlement that requires an affirmative obligation of the indemnified party), and (c) providing reasonable cooperation to the indemnifying party and assistance in the Claim’s defense or settlement. 8. Limitation of Liability. 8.1. Consequential Damages Waiver. EXCEPT FOR (A) BREACHES OF SECTIONS 9 OR 10, (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 7, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. 8.2. Liability Cap. EXCEPT FOR (A) BREACHES OF SECTIONS 9 OR 10, (B) INFRINGEMENT, MISAPPROPRIATION, OR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHT OF A PARTY, OR (C) A PARTY’S INDEMNIFICATION OBLIGATIONS AS SET FORTH IN SECTION 7, AND WILL BE SUBJECT TO THE LIMITATIONS OF THE CYBER LIABILITY INSURANCE MAINTAINED BY READYLY FOR THE DURATION OF THE AGREEMENT. 8.3. Failure of Essential Purpose. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION 8 WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THIS AGREEMENT IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. - 5- 8.4. Intellectual Property Rights. In the event of any claim brought by a third party that all or a portion of the Services infringes, misappropriates, or otherwise violates any Intellectual Property Right of a third party or if Readyly believes such a claim may be brought, Readyly may, in its sole discretion: (a) replace the applicable Services, (b) modify the applicable Services, (c) procure for Town the right to continue using the Services, or (d) terminate this Agreement upon 30 days written notice to Town. This Section 8.4 sets forth Town’s sole remedy and Readyly’s sole obligation for the claims described in this Section 8.4. For the purpose of this Agreement, “Intellectual Property Rights” means all patent rights, copyrights, moral rights, trademark rights, trade secret rights, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations, for any of the foregoing. 9. Confidentiality and Privacy. 9.1. Definition. “Confidential Information” means all information disclosed (whether in oral, written, or other tangible or intangible forms) by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) concerning or related to this Agreement or the Disclosing Party (whether before, on, or after the Effective Date) that is marked “Confidential” or “Proprietary” or with the similar designation by the Disclosing Party, at the time of initial disclosure to the Receiving Party or, if the Disclosing Party makes an oral disclosure, the Disclosing Party, within 10 days of such oral disclosure, notifies the Receiving Party in writing that the information disclosed by the Disclosing Party should be treated as confidential/proprietary to the Disclosing Party. Confidential Information does not include any record or other information that Town is required to publicly disclose under the California Public Records Act. 9.2. Obligations. The Receiving Party will maintain in confidence the Confidential Information during the term of this Agreement and for the 10-year period commencing upon the effective date of termination of this Agreement and will not use such Confidential Information except as expressly permitted in this Agreement. The Receiving Party will use the same degree of care in protecting the Confidential Information as the Receiving Party uses to protect its own confidential and proprietary information from unauthorized use or disclosure but in no event less than reasonable care. Confidential Information will be used by the Receiving Party solely to carry out the Receiving Party’s obligations or exercise the Receiving Party’s rights under this Agreement. In addition, the Receiving Party will only disclose Confidential Information to its directors, officers, employees, vendors, and/or contractors who have a need to know such Confidential Information in order to perform their duties under this Agreement. 9.3. Exceptions. Confidential Information will not include information that: (a) is or becomes publicly available without breach of this Agreement through no fault of the Receiving Party; (b) the Receiving Party can reasonably demonstrate was in its possession prior to first receiving it from the Disclosing Party; (c) the Receiving Party can demonstrate was developed by the Receiving Party independently, and without the use of or reference to, the Confidential Information; (d) the Receiving Party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; or (e) disclosed with the prior written approval of the Disclosing Party. In addition, the Receiving Party may disclose Confidential Information that is required to be disclosed by law or by a subpoena or order issued by a court of competent jurisdiction (each, a “Court Order”), but solely on the conditions that the Receiving Party: (i) gives the Disclosing Party written notice of the Court Order within 24 hours after receiving it; and (ii) cooperates fully with the Disclosing Party before disclosure to provide the Disclosing Party with the opportunity to interpose any objections it may have to the disclosure of the information required by the Court Order and seek a protective order or other appropriate relief. In the event of any dispute between the parties as to whether specific information is within one or more of the exceptions set forth in this Section 9, the Receiving Party will bear the burden of proof, by clear and convincing evidence, that such information is within the claimed exception(s). 9.4. Remedies. The Receiving Party acknowledges that any unauthorized disclosure of Confidential Information will result in irreparable injury to the Disclosing Party, which injury could not be adequately compensated by the payment of money damages. In addition to any other legal and equitable remedies that may be available, the Disclosing Party will be entitled to seek and obtain injunctive relief against any breach or threatened breach by the Receiving Party of the confidentiality obligations set forth in this Agreement, from any court of competent jurisdiction, without being required to show any actual damage or irreparable harm, prove the inadequacy of its legal remedies, or post any bond - 6- or other security. 9.5. Privacy. The Data Processing Addendum (“DPA”) available at https://www.readyly.com/dpa will apply to the extent Readyly processes Town Personal Data (as defined in the DPA) on behalf of Town. 10. Restrictions. Except as expressly authorized by this Agreement, Town may not (a) modify, disclose, alter, translate, or create derivative works of the Services (or any components thereof), (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any components thereof), (c) use the Services to store or transmit any viruses, software routines, or other code designed to permit unauthorized access, to disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful actions, (d) copy, frame, or mirror any part or content of the Services, (e) build a competitive product or service, or copy any features or functions of the Services, (f) interfere with or disrupt the integrity or performance of the Services, (g) attempt to gain unauthorized access to the Services or their related systems or networks, (h) disclose to any third party any performance information or analysis relating to the Services, (i) remove, alter, or obscure any proprietary notices in or on the Services including copyright notices, (j) disclose or make available Passwords that Readyly has provided to Town or the Users, (k) reverse engineer, decompile, disassemble, decrypt, re-engineer, reverse assemble, reverse compile or otherwise translate, create, or attempt to create the source code of the Services or their structural framework (in whole or in part), or perform any process intended to determine the source code for the Services, (l) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any portion of the Services or the functionality of the Services, (m) take any action that imposes an unreasonable or disproportionately large load on the Services, (n) use the Services for any purpose that is illegal in any way or that advocates illegal activity, or (o) cause or permit any User or third party to do any of the foregoing. 11. Force Majeure. Except for payments due under this Agreement, neither party will be liable for any delays or failures in performance due to circumstances beyond its reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, or explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, sabotage or piracy, riot or other civil unrest, government order, law, or action, embargoes or blockades in effect on or after the date of this Agreement, strikes, labor stoppages or slowdowns or other industrial disturbances, interruption or termination of any services provided by any service providers used by Readyly, and plague, epidemic, pandemic, outbreaks of infectious disease or any other public health crisis (including, quarantine or other employee restrictions) (each a “Force Majeure Event”). 12. General Provisions. This Agreement will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resorting to its conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California. Readyly may audit Town's use of the Services by itself or through an independent third party to verify Town’s compliance with this Agreement. Town agrees to provide reasonable access to Town’s facilities and records for the purposes of conducting these audits. Town acknowledges and agrees that Readyly may monitor, collect, use, and store anonymous and aggregate statistics regarding the use of the Services and/or any individuals/entities that interact with the Services (collectively, “Readyly Analytic Data”) for the purposes of this Agreement only and such Analytical Data is considered Town Sensitive Information. Notwithstanding any terms to the contrary in this Agreement, as between the parties and subject to the grants expressly set forth in this Agreement, Readyly owns all rights, titles, and interests in and to the Services, and API. Town consents to Readyly identifying Town as a customer of Readyly and describing Town’s use of the Services in non-public forums notwithstanding any terms to the contrary in this Agreement, which consent for is automatically withdrawn if the Agreement is terminated. Town agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned, or delegated by Town, by operation of law or otherwise, without the prior written consent of Readyly, and any attempted transfer, assignment, or delegation without such consent will be void and without effect. Readyly may, without the consent of Town, assign, transfer, or delegate this Agreement, or its - 7- rights and duties under this Agreement, in connection with any merger, sale, reorganization, or change of control of Readyly or its assets; provided, however, that Readyly shall give Town prior written notice of any such assignment or transfer. In all other instances, Readyly may assign, transfer, or delegate this Agreement, or its rights and duties under this Agreement, only with the prior written consent of Town, which shall not be unreasonably withheld or delayed. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns. No modification, addition or deletion, or waiver of any rights under this Agreement will be binding on a party unless clearly understood by the parties to be a modification or waiver and signed by a duly authorized representative of each party. No failure or delay (in whole or in part) on the part of a party to exercise any right or remedy hereunder will operate as a waiver thereof or effect any other right or remedy. All rights and remedies hereunder are cumulative and are not exclusive of any other rights or remedies provided hereunder or by law. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default. If any provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled. This Agreement may be executed (a) in two or more counterparts, each of which will be deemed an original and all of which will together constitute the same instrument, and (b) by the parties by exchange of signature pages by mail, facsimile or email (if email, signatures in Adobe PDF or similar format). 13. Insurance Insurance. Readyly shall not commence work for the Town until it has provided evidence satisfactory to the Town it has secured all insurance required under this section. In addition, Readyly shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section. a. Commercial General Liability (i) Readyly shall take out and maintain, during the performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the Town. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following: (1) Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent. (iii) Commercial General Liability Insurance must include coverage for the following: (1) Bodily Injury and Property Damage (2) Premises/Operations Liability (3) Products/Completed Operations Liability (4) Aggregate Limits that Apply per Project (5) Contractual Liability with respect to this Agreement (6) Property Damage - 8- (7) Independent Consultants Coverage (iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (v) The policy shall give Town, its officials, officers, employees, agents and Town designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self- insured retention, subject to written approval by the Town, and provided that such deductibles shall not apply to the Town as an additional insured. b. Workers’ Compensation/Employer’s Liability (i) Readyly certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (ii) To the extent Readyly has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section. c. Cyber Liability or Errors & Omissions Insurance At all times during the performance of the work under this Agreement the Consultant shall maintain cyber liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the Town and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of Readyly. “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend. d. Minimum Policy Limits Required (i) The following insurance limits are required for the Agreement: Combined Single Limit Commercial General Liability $1,000,000 per occurrence / $2,000,000 aggregate for bodily injury, personal injury, and property damage Employer’s Liability $100,000 per occurrence Cyber Liability/Errors & Omissions $1,000,000 per claim and aggregate - 9- (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. e. Evidence Required: Prior to execution of the Agreement, Readyly shall file with the Town evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance. f. Policy Provisions Required (i) Readyly shall provide the Town at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that Readyly shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. (ii) The Commercial General Liability Policy shall contain a provision stating that Readyly’s policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the Town or any named insureds shall not be called upon to contribute to any loss. (iii) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve Readyly from liability in excess of such coverage, nor shall it limit Readyly’s indemnification obligations to the Town and or preclude the Town from taking such other actions available under other provisions of the Agreement or law. g. Qualifying Insurers (i) All policies required shall be issued by acceptable insurance companies, as determined by the Town, which satisfy the following minimum requirements: (1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law. h. Additional Insurance Provisions (i) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Readyly, and any approval of said insurance by the Town, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Readyly pursuant to this Agreement, including but not limited to, the provisions concerning indemnification. (ii) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, Town has the right but not the duty to obtain the insurance it deems necessary and any premium paid by Town will be promptly reimbursed by Readyly, or the Town will withhold amounts sufficient to pay premium from - 10 - Consultant payments. In the alternative, the Town may cancel this Agreement. (iii) Neither the Town nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement. - 11 - EXHIBIT A SERVICE LEVEL STANDARDS Service Levels Readyly will use commercially reasonable efforts to make the Services available 99.9% or more of the time during any calendar month. Subject to the exclusions set forth below, an outage will be defined as any time when the Services are unavailable due to a cause within the control of Readyly. The availability standard does not apply to any feature of the Services that Readyly identifies as a “beta” feature or service. Service Credits If Readyly fails to achieve the availability percentage above, Town will be eligible to receive a credit (“Service Credit”) calculated as a percentage of the Subscription Fees. The Service Credits increase is based on the number of aggregate outages as set forth below. Service Availability Service Credit Less than 99.99% 1% Less than 99.9% 4% Less than 99% 8% Less than 98% 10% Service Credits are non-transferable and will be issued in U.S. dollars. To receive a Service Credit, Town must contact Readyly in writing within 30 days following the outage and demonstrate to Readyly’s reasonable satisfaction that Town’s use of the Services was adversely affected as a result of the outage. Any validated Service Credits will be applied against the next open invoice due to Readyly by Town. Exclusions Readyly does not include in its calculation of downtime any time the Services are not provided due to: ▪ Planned maintenance windows where notice of planned unavailability has been given at least two business days prior to the outage, unless in the case of emergency changes; ▪ Force Majeure Events; ▪ Actions or inactions on Town’s part; ▪ Events arising from Town’s systems or any Town websites; ▪ ISP or Internet outages outside of Readyly’s control; or ▪ Outages reasonably deemed necessary by Readyly. Sole Remedy Notwithstanding any terms to the contrary in this Agreement, the Service Credits are Town’s sole and exclusive remedy for any outage of the Services. AMENDMENT NO. 1 TO THE AGREEMENT FOR SERVICES BETWEEN THE TOWN OF LOS ALTOS HILLS, CA AND SUNLIGHT TECHNOLOGIES, INC. (DBA READYLY) This Amendment No. 1 (“Amendment”) is entered into this 4 day of August, 2025, by and between the Town of Los Altos Hills, California (“Town”) and Sunlight Technologies, Inc. d/b/a Readyly (“Readyly”), and amends the Agreement entered into by the parties effective July 1, 2025 (“Agreement”). WHEREAS, the Parties previously agreed to an annual subscription for AI-powered engagement services with a usage allocation of 20,440 sessions for $10,220; WHEREAS, the Agreement mistakenly listed the session count as 24,440, which is hereby corrected; WHEREAS, The Parties now desire to clarify and enhance the consumption-based pricing model by transitioning to a credit-based system and defining overage pricing; WHEREAS, The Parties also wish to expand the scope of services to include search functionality and potential services such as SMS and social media channels; WHEREAS, there is no change to the total contract amount, and the updated pricing model results in a greater usage allowance for the Town. NOW, THEREFORE, the Parties agree as follows: 1.Updated Session Pricing Model and Credit System (Amending Order Form and Section 3.1) To improve transparency and flexibility, the Agreement is amended to adopt a credit -based pricing model. Each credit is valued at $0.25. Under this model: •Text-based sessions (chat, search, SMS, social media) consume 1 credit per session ($0.25/session) •Phone-based sessions consume 2 credits per session ($0.50/session) The original contract referenced 24,440 sessions, which was a clerical error. The correct number of sessions at $0.50 per session should have been 20,440, based on the total contract price of $10,220. Under the updated credit-based model, the Town will now receive 40,880 credits, effectively doubling the number of standard text-based sessions at no additional cost. 2. Voice AI Usage (Clarification of Scope in Description of Services and Section 1.1) The Agreement is further clarified to distinguish voice-based AI sessions within the credit system. Each voice-based phone session consumes 2 credits per session, equivalent to $0.50 per call, reflecting the higher compute resources required for real -time voice processing. These sessions are included in the overall credit pool of 40,880 credits, until that allocation is exhausted. 3. Overage Pricing (New clause added to Section 3.1) In the event the Town exceeds the 40,880 -credit allocation during the subscription term, overages will be billed at the following rates: • 1 credit ($0.25) per additional text-based session • $0.25 per minute of phone-based AI usage Readyly will actively monitor usage and provide advance notice if the Town is trending toward its limit. If needed, the Parties may discuss options to moderate usage or estimate potential overage costs and amend the Agreement accordingly. 4. Expanded Channel Support (Amending Description of Services in the Order Form and Section 1.1) The Agreement is hereby amended to include additional communication channels and features beyond those originally listed. Specifically, the Readyly platform may now support: • AI-powered search functionality via an integrated search bar on the Town's website • SMS messaging, for text-based citizen engagement • Social media response capabilities, subject to configuration and mutual agreement These channels will operate under the same credit -based model: SMS and search sessions will consume 1 credit per session and will be included in the overall usage cap of 40,880 credits. Readyly and the Town may mutually agree to activate or test specific channels during the term. 5. No Other Changes All other terms and conditions of the Agreement remain unchanged and in full force and effect. [Signature page follows] IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date set forth above. TOWN OF LOS ALTOS HILLS, CALIFORNIA SUNLIGHT TECHNOLOGIES, INC. (DBA READYLY) By: ___________________________________ By: ___________________________________ Name: Cody Einfalt Title: Deputy City Manager Date: _________________________________ Name: Kristofer A. Sandor Title: CEO Date: _________________________________ 8/4/25 08/07/2025