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HomeMy WebLinkAbout26-076 Sunlight Technologies, Inc for Citywide AI Engagement Platform Page 1 of 9 TECHNOLOGY SOFTWARE-AS-A-SERVICE (SaaS) AGREEMENT AGREEMENT BETWEEN THE CITY OF CUPERTINO AND SUNLIGHT TECHNOLOGIES, INC. DBA READYLY FOR SOFTWARE-AS-A-SERVICE This Agreement (“Agreement”), by and between the City of Cupertino, a California municipal corporation ("City"), and Sunlight Technologies, Inc. dba Readyly a Corporation whose address is PO Box 663, Greens Farms, CT 06838 ("Software Provider") (collectively referred to as the “Parties”). RECITALS: The following Recitals are a substantive portion of this Agreement: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California. B. Software Provider is specially trained, experienced, and competent to perform the special services which will be required by this Agreement. C. City and Software Provider desire to enter into an agreement for Software Provider’s provision of software-as-a-service (SaaS) pertaining to City’s online systems. Through this Agreement, Software Provider shall provide to City Citywide AI Engagement Platform relating to the City’s network. The full scope of services covered by this agreement is described in the attached Exhibit A: Service Level Agreement (the “SLA”). NOW, THEREFORE, the Parties mutually agree as follows: 1. TERM The term of this Agreement shall commence on the last date signed below (“Effective Date”). The term of this Agreement is 1 Year, unless the Agreement is terminated prior thereto under the provisions of Section 16, below. The City’s appropriate department head or the City Manager may extend the Term through a written amendment to this Agreement, provided such extension does not include additional contract funds. Extensions requiring additional contract funds are subject to the City’s purchasing policy. 2. SCOPE OF SERVICES AND CONDITIONS THEREOF Subject to the terms and conditions set forth in this Agreement, Software Provider shall perform each and every service to the schedule of performance set forth in the SLA (collectively “Services”), as described below. A. Responsibilities of Software Provider. Software Provider shall provide the software services as further described in the SLA. The Services provided under this Agreement shall include (a) any software, plug-ins, or extensions related to the Services or upon which the Services are based including any and all updates, upgrades, bug fixes, dot releases, version upgrades, or any similar changes that may be made available to the Software Provider from time to time (the “Software”), (b) any and all technical documentation necessary or use of the Services, in hard copy Page 2 of 9 form or online (the “Documentation”), (c) regular maintenance of Software Provider’s system, and (d) other technology, user interfaces, know-how, and other trade secrets, techniques, designs, inventions, data, images, text, content, APIs, and tools provided in conjunction with the Services. B. Equipment. If necessary to enable Software Provider to fulfill its obligations under the SLA, Software Provider shall, at its sole cost and expense, furnish all facilities, personnel and equipment to City necessary to provide the Services (the “Equipment”). City agrees, if necessary, to install the Equipment at the location(s) and in the manner specified by Software Provider and as directed by Software Provider. Any Equipment installed by City is a part of the Service and loaned to City by Software Provider, not sold. City agrees to return the Equipment to Software Provider at the termination of this Agreement in an undamaged condition, less ordinary wear and tear. C. Registration. Prior to using the Services, City shall identify the administrative users for its account (“Administrators”). Each Administrator will be provided an administrator ID and password. D. License Grant. Software Provider hereby grants City a license to use the Software and the Documentation for the permitted purpose of accessing the Services. E. Reservation of Rights and Data Ownership. City shall own all right, title, and interest in its data that is related to the services provided by this contract. Software Provider shall not access City user accounts or City data, except (1) as essential to fulfillment of the objectives of this Agreement, (2) in response to service or technical issues, or (3) at City’s written request. F. Data Protection. In carrying out the Services, Software Provider shall endeavor to protect the confidentiality of all confidential, non-public City data (“City Data”) as follows: 1. Implement and maintain appropriate security measures to safeguard against unauthorized access, disclosure, or theft of City Data in accordance with recognized industry practice. 2. City Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, Software Provider is responsible for encryption of the City Data. 3. Software Provider shall not use any City Data collected by it in connection with the Service for any purpose other than fulfilling the obligations under this Agreement. G. Software Ownership. Software Provider owns the Services, Software, Documentation, and any underlying infrastructure provided by Service Provider in connection with this Agreement. City acknowledges and agrees that (a) the Services, any Software, and Documentation are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, (b) Software Provider retains all right, title, and interest (including, without limitation, all patent, copyright, trade secret, and other intellectual property rights) in and to the Services, the Software, any Documentation, any other deliverables, any and all related and underlying technology and any derivative works or modifications of any of the foregoing, including, without limitation, (c) the Software and access to the Services are licensed on a subscription basis, not sold, and City acquires no ownership or other Page 3 of 9 interest in or to the Services, the Software, or the Documentation other than the license rights expressly stated herein, and (d) the Services are offered as an on-line, hosted solution, and that City has no right to obtain a copy of the Services. H. Restrictions. City agrees not to, directly or indirectly,: (i) modify, translate, copy, or create derivative works based on the Service or any element of the Software, (ii) interfere with or disrupt the integrity or performance of the Services or the data contained therein or block or disrupt any use or enjoyment of the Services by any third party, (iii) attempt to gain unauthorized access to the Services or their related systems or networks or (iv) remove or obscure any proprietary or other notice contained in the Services, including on any reports or data printed from the Services. I. Security Incident. In the event a data breach occurs with respect to City Data, Software Provider shall immediately notify the appropriate City contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. Software Provider shall (1) cooperate with City to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. J. Notification of Legal Requests. Software Provider shall contact City upon receipt of any electronic discovery, litigation holds, discovery searches, and expert testimonies related to City Data. Software Provider shall not respond to subpoenas, service of process, and other legal requests related to City without first notifying City, unless prohibited by law from providing such notice. K. Access to Security Logs and Reports. Software Provider shall provide reports to City in a format as specified in the SLA agreed to by both Software Provider and City. Reports shall include latency statistics, user access, user access IP address, user access history, and security logs for all City files related to this Agreement. L. Responsibilities and Uptime Guarantee. Software Provider shall be responsible for the acquisition and operation of all hardware, software, and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of Software Provider. The system shall be available for City’s use on a 24/7/365 basis (with agreed-upon maintenance downtime). M. Subcontractor Disclosure. Software Provider shall identify all of its strategic business partners related to services provided under this Agreement, including all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with Software Provider, and who shall be involved in any application development and/or operations. N. Business Continuity and Disaster Recovery. Software Provider shall provide to City a written business continuity and disaster recovery plan prior to or at the time of execution of this agreement and shall ensure that it meets City’s recovery time objective (RTO) of four (4) hours or less. O. Compliance with Accessibility Standards. Software Provider shall comply with and adhere to the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101). P. Web Services. Software Provider shall use Web services exclusively to interface Page 4 of 9 with City Data in near real time when possible. Q. Encryption of Data at Rest. Software Provider shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all personal data, unless City approves the storage of personal data on Software Provider’s portable device in order to accomplish work as defined in the statement of work. 3. COMPENSATION TO SOFTWARE PROVIDER Software Provider shall be compensated for services performed pursuant to this Agreement in a total amount not to exceed $34,500.00. The payments specified in this section shall be the only payments to be made to Software Provider for services rendered pursuant to this Agreement. Software Provider shall invoice City according to the following schedule of milestones/deliverables: Milestone/Deliverable Total Amount Platform hosting, interaction usage, support, and optimization. Payable upon PO form issuance. 30,000.00 One-time onboarding fee upon completion of initial onboarding activities, including the project kickoff mtg 4,500.00 - 34,500.00 City shall pay Contractor within thirty (30) days after receipt of Service Provider’s invoice. City shall return to Contractor any payment request determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reasons why the payment request is not proper. 4. TIME IS OF THE ESSENCE Software Provider and City agree that time is of the essence regarding the performance of this Agreement. 5. LICENSES; PERMITS; ETC. Software Provider represents and warrants to City that it has all licenses, permits, qualifications, and approvals of whatsoever nature which are legally required to carry out the purposes of this Agreement. 6. ASSIGNMENTS. Software Provider may assign, sublease, or transfer this Agreement, or any interest therein, to a third party with the prior written consent of City. Such consent shall not be unreasonably withheld. City’s withholding of consent shall be deemed reasonable if it appears that the intended assignee in question is not financially or technically capable of performing Software Provider’s obligations under this Agreement, or if City has reason to conclude that the proposed assignee is otherwise incapable of fulfilling Software Provider’s duties hereunder. Page 5 of 9 7. INDEPENDENT PARTIES City and Software Provider intend that the relationship between them created by this Agreement is that of independent contractor. No civil service status or other right of employment will be acquired by virtue of Software Provider's services. None of the benefits provided by City to its employees, including but not limited to unemployment insurance, workers' compensation plans, vacation, and sick leave are available from City to Software Provider, its employees, or agents. Software Provider is not a "public official" for purposes of Government Code §§ 87200 et seq. 8. IMMIGRATION REFORM AND CONTROL ACT (IRCA) Software Provider assumes any and all responsibility for verifying the identity and employment authorization of all of his/her employees performing work hereunder, pursuant to all applicable IRCA or other federal or state rules and regulations. Software Provider shall indemnify and hold City harmless from and against any loss, damage, liability, costs, or expenses arising from any noncompliance of thi s provision by Software Provider. 9. NON-DISCRIMINATION Consistent with City's policy prohibiting harassment and discrimination, Software Provider agrees that neither it nor its employee or subcontractors shall harass or discriminate against a job applicant, a City employee, or a citizen on the basis of race, religious creed, color, national origin, ancestry, handicap, disability, marital status, pregnancy, sex, age, sexual orientation, or any other protected class status. Software Provider agrees that any and all violations of this provision shall constitute a material breach of this Agreement. Software provider agrees to provide records and documentation to the City on request necessary to monitor compliance with this provision. 10. INTELLECTUAL PROPERTY INDEMNIFICATION Software Provider agrees to, at its expense, defend and/or settle any claim made by a third party against City alleging that the City's use of the Services infringes such third party’s United States patent, copyright, trademark, or trade secret (an “IP Claim”), and pay those amounts finally awarded by a court of competent jurisdiction against City with respect to such IP Claim. 11. DUTY TO INDEMNIFY AND HOLD HARMLESS Software Provider shall indemnify, defend, and hold harmless City and its officers, officials, agents, employees, and volunteers from and against any and all liability, claims, actions, causes of action, or demands whatsoever against any of them, including for any injury to or death of any person or damage to property or other liability of any nature, whether physical, emotional, consequential, or otherwise, arising out of, pertaining to, or related to the performance of this Agreement by Software Provider or Software Provider’s employees, officers, officials, agents, or subcontractors, except where such liability arises solely as a result of the active negligence or willful misconduct of City. Such costs and expenses shall include reasonable attorneys’ fees of counsel of City’s choice, expert fees, and all other Page 6 of 9 costs and fees of litigation. Provider agrees to obtain executed indemnity agreements with provisions identical to those set forth here in this Section 11 from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. The provisions of this Section 11 survive the completion of the Services or termination of this Agreement. 12. INSURANCE: A. General Requirements. On or before the commencement of the term of this Agreement, Software Provider shall furnish City with certificates showing the type, amount, class of operations covered, effective dates, and dates of expiration of insurance coverage in compliance with the requirements listed in Exhibit B. Software Provider shall maintain in force at all times during the performance of this Agreement all appropriate coverage of insurance required by this Agreement. B. Subrogation Waiver. Software Provider agrees that in the event of loss due to any of the perils for which it has agreed to provide comprehensive general and automotive liability insurance, Software Provider shall look solely to its insurance for recovery. Software Provider hereby grants to City, on behalf of any insurer providing comprehensive general and automotive liability insurance to either Software Provider or City with respect to the services of Software Provider herein, a waiver of any right to subrogation which any such insurer of said Software Provider may acquire against City by virtue of the payment of any loss under such insurance. 13. RECORDS Software Provider shall maintain internal records reflecting that the Services were performed by Software Provider hereunder in accordance with customary recordkeeping practices in the software development industry. Software Provider shall provide free access to such records to the representatives of City or its designee’s at all reasonable and proper times, and gives City the right to examine and audit same, and to make transcripts therefrom as necessary. No such examination and audit shall give City the right to access records relating to other Software Provider customers. Such records shall be maintained for a period of four (4) years after Software Provider receives final payment from City for all services required under this Agreement. 14. NONAPPROPRIATION This Agreement is subject to the fiscal provisions of the Cupertino Municipal Code, and this Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Page 7 of 9 Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 15. NOTICES All notices, requests, and approvals must be sent to the persons below in writing to the persons below, and will be considered effective on the date of personal delivery, the delivery date confirmed by a reputable overnight delivery service, on the fifth (5th) calendar day after deposit in the United States Mail, postage prepaid, registered or certified, or the next business day following electronic submission: TO CITY: City of Cupertino 10300 Torre Ave. Cupertino CA 95014 Attention: Teri Gerhardt TO SOFTWARE PROVIDER: Sunlight Technologies, Inc. dba Readyly PO Box 663 Greens Farms, CT 06838 Attention: Kris Sandor 16. TERMINATION A. Basis for Termination. In the event Software Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Software Provider shall be deemed in default in the performance of this Agreement. If Software Provider fails to cure the default within the time specified and according to the requirements set forth in City’s written notice of default, and in addition to any other remedy available to the City by law, the City Manager or her designee may terminate the Agreement by giving Software Provider written notice thereof, which shall be effective immediately. The City Manager or her designee shall also have the option, at her sole discretion and without cause, of terminating this Agreement by giving seven (7) calendar days' prior written notice to Software Provider as provided herein. Upon receipt of any notice of termination, Software Provider shall immediately discontinue performance. B. Pro Rata Payments. City shall pay Software Provider for services satisfactorily performed up to the effective date of termination. In such event, a calculation of the amounts due shall be deemed correct as computed on a pro rata basis with compensation provided for the period of service paid as a percentage of the total contract amount. C. Handling of City Data. In the event of a termination of this Agreement, Software Provider shall implement an orderly return of City data in a CSV or another mutually agreeable format at a time agreed to by the parties and the subsequent secure disposal of City data. During any period of service suspension, Software Provider shall not take any action to intentionally erase any City data for a period of thirty (30) days after the effective date of termination, unless authorized Page 8 of 9 by City. City shall be entitled to any post-termination assistance generally made available with respect to the Services; unless a unique data retrieval arrangement has been established as part of the SLA. Software Provider shall securely dispose of all requested data in all of its forms, including disk, CD/DVD, backup tape, and paper, when requested by City. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)- approved methods. Certificates of destruction shall be provided to City. 17. WARRANTY AND WARRANTY DISCLAIMER Software Provider warrants that, (i) the Services shall be provided in a diligent, professional, and workmanlike manner in accordance with industry standards, (ii) the Services provided under this Agreement do not infringe or misappropriate any intellectual property rights of any third party, and (iii) the Services shall substantially perform in all material respects as described in the SLA. In the event of any breach of section (iii), above, Software Provider shall, as its sole liability and as City’s sole remedy, repair or replace the Services that are subject to the warranty claim at no cost to City, or if Software Provider is unable to repair or replace, then it will refund any pre-paid fees for services not rendered. Except for the warranty described in this section, the Services are provided without warranty of any kind, express or implied, including, but not limited to, the implied warranties or conditions of design, merchantability, fitness for a particular purpose, and any warranties of title and non-infringement. 18. COMPLIANCE Software Provider shall comply with all state or federal laws and all ordinances, rules, policies, and regulations enacted or issued by City. 19. CONFLICT OF LAW This Agreement shall be interpreted under, and enforced by the laws of the State of California excepting any choice of law rules which may direct the application of laws of another jurisdiction. Any suits brought pursuant to this Agreement shall be filed with the Superior Court for the County of Santa Clara, State of California. 20. ADVERTISEMENT Software Provider shall not post, exhibit, or display, or allow to be posted, exhibited, or displayed, any signs, advertising, show bills, lithographs, posters, or cards of any kind pertaining to the services performed under this Agreement unless prior written approval has been secured from City to do otherwise. 21. INTEGRATED CONTRACT This Agreement represents the full and complete understanding of every kind or nature whatsoever between the Parties, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both City and Software Provider. In the event that any Service Level Agreement, Exhibit, associated instrument, or agreement executed by the Parties in conjunction with Page 9 of 9 this Agreement or prior thereto contains a term that conflicts with the terms of this Agreement, the terms of this Agreement shall govern and supersede any other document or Exhibit. 22. AUTHORITY The individual(s) executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed. CITY OF CUPERTINO A Municipal Corporation By ___________________ Title ___________________ Date __________________ APPROVED AS TO FORM: _________________________ MICHAEL K. WOO Senior Assistant City Attorney ATTEST: __________________________ City Clerk __________________________ Date SOFTWARE PROVIDER Sunlight Technologies, Inc. dba Readyly By ___________________ Title ___________________ Date __________________ Chief Executive Officer 05/18/2026 Michael K Woo Teri Gerhardt CTO 05/19/2026 Lauren Sapudar 05/19/2026 Statement of Work (SOW) - Citywide AI Engagement Platform 1.Objective Deploy a citywide AI-powered engagement platform across web, SMS, and voice channels to improve resident access to information and services, improve service efficiency and reduce call volume , and integrate with the City’s 311 OneView system for streamlined service request handling. 2.Scope of Work Readyly will deliver a fully managed AI engagement platform including: ●AI Chat and AI Search across City website ●AI SMS/Text engagement for resident inquiries ●AI Voice Agent for inbound call handling and routing ●Integration with 311 OneView for service request workflows, including configuration, data mapping, and alignment with City processes ●Knowledge ingestion (websites, PDFs, and City-provided content) ●Workflow configuration (routing, escalation, and service requests) ●Multilingual support (200+ languages) ●Staff analytics, reporting, and workflow tools ●Ongoing optimization, monitoring, and support 3.Implementation Plan & Milestones Phase 1: Web Chat, AI Search, and 311 Integration (Months 1–2) Activities: ●Chatbot and AI search deployment on City website ●Knowledge ingestion and response tuning ●Initial rollout for staff and public usage ●Parallel configuration of 311 OneView integration ●Service request workflow design and API integration ●Testing and validation of 311 request creation and status retrieval EXHIBIT A - SLA Statement of Work (SOW) - Cupertino, CA - Citywide AI Engagement Platform Deliverables: ● Live chatbot and AI search ● Knowledge base fully indexed ● 311 integration configured, with deployment aligned to API readiness and City approval Phase 2: Voice AI Deployment (Months 3–4) Activities: ● Voice AI configuration and call routing setup ● Integration with existing workflows (including 311 where applicable) ● Testing and validation of voice interactions ● Deployment of inbound call handling Deliverables: ● Live Voice AI system ● Call handling and routing workflows operational Phase 3: SMS/Text AI Deployment (Months 4–5) Activities: ● SMS channel setup and configuration ● Integration with workflows and service request system ● Testing and validation of SMS interactions ● Optional proactive messaging configuration (where supported) Deliverables: ● Live SMS/text engagement channel ● Multi-channel interaction capability across web, voice, and SMS Phase 4: Ongoing Optimization & Expansion Activities: ● Continuous AI tuning and optimization ● Performance monitoring and reporting ● Workflow enhancements and updates ● Expansion of use cases and automations Statement of Work (SOW) - Cupertino, CA - Citywide AI Engagement Platform Deliverables: ● Ongoing performance reports ● Continuous system improvements 4. Timeline The implementation will follow a phased rollout approach: ● Phase 1 (Months 1–2): Web Chat, AI Search, and 311 Integration (in parallel) ● Phase 2 (Months 3–4): Voice AI deployment ● Phase 3 (Months 4–5): SMS/Text AI deployment ● Phase 4: Ongoing optimization and expansion Timing for 311 integration will depend on API availability and configuration, and may be deployed during or shortly after Phase 1 based on API readiness and configuration progress. Subsequent phases will be initiated based on City readiness, adoption, and priorities. 5. Roles & Responsibilities Readyly Responsibilities ● Platform configuration and deployment ● AI training and optimization ● Integration setup (including 311 OneView) ● Testing, validation, and launch support ● Ongoing monitoring, support, and reporting City of Cupertino Responsibilities ● Provide access to required systems and content ● Provide access to 311 OneView API credentials and testing environment ● Participate in User Acceptance Testing (UAT) ● Review and approve configurations ● Provide feedback for optimization and improvements Statement of Work (SOW) - Cupertino, CA - Citywide AI Engagement Platform 6. Pricing & Milestone Alignment Phase Scope Timing Cost Phase 1 Chatbot, AI Search, and 311 Integration (including workflow configuration and API setup) Months 1–2 Included in onboarding and annual subscription Phase 2 Voice AI deployment and call handling workflows Months 3–4 Included in annual subscription Phase 3 SMS/Text AI deployment and messaging workflows Months 4–5 Included in annual subscription Phase 4 (Ongoing) Platform hosting, interaction usage, support, and optimization Annual $30,000/year Onboarding Full system configuration across all phases One-Time $4,500 All components are delivered as part of a unified platform. Pricing reflects the combined system supporting multi-channel engagement and shared workflows, rather than separate line-item products. The one-time onboarding fee of $4,500 shall be invoiced upon completion of initial onboarding activities, including the project kickoff meeting. Payment shall be due in accordance with the payment terms set forth in the Agreement. 7. Assumptions ● City provides timely access to website content, documents, and systems ● 311 OneView integration is available via API or supported method ● Standard implementation scope (no custom software development required) ● Timeline dependent on City responsiveness during review phases Statement of Work (SOW) - Cupertino, CA - Citywide AI Engagement Platform 8. Success Metrics ● Reduction in inbound call volume ● Increased self-service resolution rate ● Faster response times for resident inquiries ● Increased engagement across web, SMS, and voice channels ● Reduced staff workload for routine requests 9. Change Management Any material changes to scope, including additional integrations, custom workflows beyond standard configuration, or new system requirements, will be scoped and agreed upon separately. Exhibit B - Insurance Requirements for SaaS Agreements 1 Version: May 2025 Software Provider shall procure and maintain for the duration of the contract at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. MINIMUM SCOPE AND LIMITS OF REQUIRED INSURANCE POLICIES 1.Workers' Compensation: As required by the State of California, with Statutory Limits and Employer’s Liability Insurance of no less than $1,000,000 each accident/disease. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents, and subconsultants. Not required. Software Provider has provided written verification of no employees. 2.Commercial General Liability: Coverage shall be at least as broad as Insurance Services Office Form CG 00 01 with limits no less than $2,000,000 per occurrence, $4,000,000 general aggregate, and $2,000,000 products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement as broad as CG 25 03 or CG 24 04. If a per project/location endorsement is not available, the limit of the general aggregate shall be doubled. a. It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional Insured coverage under Software Provider’s policy shall allow and be endorsed "primary and non-contributory," will not seek contribution from City’s insurance/self-insurance, and shall be at least as broad as the most recent edition of ISO Form CG 20 01. c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess liability insurance, provided each policy follows form of the underlying policy and complies with the requirements set forth in this Agreement. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary basis for the benefit of City. The City’s own insurance or self-insurance shall not be called upon. 3.Automobile Liability Coverage shall be provided using ISO CA 00 01 (or equivalent) covering any auto (Code 1), or if Software Provider has no owned autos, hired (Code 8) and non-owned (Code 9) autos, with limits no less than $1,000,000 each accident for bodily injury and property damage. Ξ Not required. Software Provider shall be fully remote and not use automobiles to provide the service. In the event Software Provider uses an automobile or automobiles in the operation of its business to provide services under this Agreement, the Consultant shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1), or if Software Provider does not own autos (hired autos-Symbol 8 and non-owned autos-Symbol 9). Evidence shall be provided with a Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement under the policy prior to the use of any automobile. Software Provider has provided written confirmation that it does not own any autos. Software Provider shall provide coverage for hired autos-Symbol 8 and non-owned autos-Symbol 9. Primary and Non- Contributory coverage and Waiver of Subrogation coverage is waived under the Automobile Liability hired and non-owned only coverage. In the event Software Provider uses an owned automobile or Exhibit B: Insurance Requirements and Proof of Insurance Exhibit B - Insurance Requirements for SaaS Agreements 2 Version: May 2025 automobiles in the operation of its business to provide services under this Agreement, the Software Provider shall, prior to such use, provide the City with evidence of Business Automobile Liability insurance coverage in the amount required under this Section 2 for owned, non-owned and hired autos (any auto-Symbol 1). In lieu of Business Automobile Liability, Software Provider shall maintain throughout the term of this Agreement and provide the City with evidence (including the policy Declarations Page) of personal automobile insurance coverage in accordance with the laws of the State of California. As available under the policy, evidence shall be provided with the Certificate of Insurance, along with an additional insured endorsement in favor of the City, primary and non-contributory coverage and endorsement, and waiver of subrogation coverage and endorsement. City approval of coverage is required prior to commencement of services. 4. Cyber Liability: Insurance, with limits not less than: $2,000,000 each occurrence $2,000,000 aggregate - all other Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Software Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, release of private information or personally identifiable information (PII), alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. If the Software Provider maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or higher limits maintained by the Software Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. OTHER INSURANCE PROVISIONS Additional Insureds: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (“Additional Insureds”) are to be covered as additional insureds on Consultant’s Commercial General Liability, Automobile Liability, and Cyber Liability policies. General Liability coverage can be provided in the form of an endorsement to Consultant’s insurance (at least as broad as ISO Form CG 20 10 (11/ 85) or both CG 20 10 and CG 20 37 forms, if later editions are used). Primary Coverage: Coverage afforded to City/Additional Insureds shall allow and be endorsed primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Software Provider’s insurance and shall not contribute to it. Notice of Cancellation: Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. If a carrier will not provide the required notice of cancellation or policy modification, the Software Provider shall provide written notice to the City of a cancellation or policy modification no later than 30 days in advance or 10 days in advance if due to non-payment of premiums. Exhibit B - Insurance Requirements for SaaS Agreements 3 Version: May 2025 Waiver of Subrogation: Software Provider waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the General Liability, Automobile Liability, Cyber Liability, and Workers’ Compensation policies shall allow and be endorsed with a waiver of subrogation in favor of City for all work performed by Software Provider, its employees, agents and volunteers. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions: Any deductible or self-insured retention must be declared to and approved by the City (Insert on the Certificate of Insurance, if zero, insert “$0”). At City’s option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses. The policy shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the insured or the City. Acceptability of Insurers: Insurance shall be placed with insurers admitted in the State of California and with an AM Best rating of A- VII or higher. Absence of Insurance Coverage: City may direct Software Provider to immediately cease all activities with respect to this Agreement if it determines that Software Provider fails to carry, in full force and effect, all insurance policies with coverages at or above the limits specified in this Agreement. At the City’s discretion, under conditions of lapse, City may purchase appropriate insurance and charge all costs related to such policy to Software Provider. Verification of Coverage: Software Provider shall furnish City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive Software Provider’s obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors: Software Provider shall require and verify that all subconsultants maintain insurance required herein, and Software Provider shall ensure that City is an additional insured on subconsultant’s insurance policies. For CGL coverage subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Higher Insurance Limits: If Software Provider maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Software Provider. Adequacy of Coverage: City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. Special Risks or Circumstances: City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/01/2026 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. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATIONIS 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). PRODUCER AP INTEGO INSURANCE GROUP LLC 76250846 PO BOX 31241 SALT LAKE CITY UT 84131 CONTACT NAME: PHONE (A/C, No, Ext): (888) 289-2939 FAX (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURER A : Hartford Fire and Its P&C Affiliates 00914 INSURED SUNLIGHT TECHNOLOGIES, INC. PO BOX 663 GREENS FARMS CT 06838-0663 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/Y YYY) LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE POLICY PRO- JECT LOC PRODUCTS - COMP/OP AGG OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) HIRED AUTOS NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS- MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A X 76 WEG BV8AVA 08/18/2025 08/18/2026 X PER STATUTE OTH- ER Y/N E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE -EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. Waiver of Subrogation applies in favor of the Certificate Holder per Waiver of our Right to Recover from Others Endorsement WC040306, attached to this policy. CERTIFICATE HOLDER CANCELLATION City of Cupertino 10300 TORRE AVE CUPERTINO CA 95014-3202 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date:05/03/26 Policy Expiration Date:08/18/26 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:76 WEG BV8AVA Endorsement Number:006 Effective Date:04/30/26 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address:Sunlight Technologies, Inc. PO Box 663 GREENS FARMS CT 06838 We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 5 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description City of Cupertino 10300 Torre Ave, Cupertino, CA 95014 003 Proof of AI Insurance Company Policy # Policy Name Sublimit Effective Dates Attachments Description © 2024 Vouch, Inc. All Rights Reserved. Insurance services provided by Vouch Insurance Services, LLC or Vouch Specialty Insurance Services, LLC. Descriptions are general in nature only. Please refer to the terms and conditions of any policies offered or purchased. Insurance products offered are subject to application and underwriting requirements. Not all products available in all states. Pricing depends on a variety of factors including policyholder location. Not all discounts available in all states or on all products. Cyber and Errors & Omissions Policy for Technology Certificate of Insurance Artificial Intelligence Liability offers affirmative coverage for the following AI risks: ●Losses caused by company’s AI products or algorithms. ●Financial damages associated with professional services delivered or assisted by company’s AI. ●Claims alleging algorithmic bias or discrimination from company’s AI product or services. ●Defense costs for investigations concerning AI-specific regulatory violations related to company’s product. ●Coverage for claims alleging that company’s AI product or services violated IP laws. These descriptions are general in nature. For additional information about the types of risks covered by the Artificial Intelligence Liability coverage, please visit https://www.vouch.us/verticals/ai. Sunlight Technologies, Inc. HDG.CEM.25.YSMZ-ZE1Q $1,000,000 Artificial Intelligence Liability Sublimit Nov 20, 2025 - Nov 20, 2026 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 04/30/2026 12831 12537 A X Y HDG.BOP.25.N5Y0-PHMS 11-20-2025 11-20-2026 4,000,000 100,000 EXCLUDED 8,000,000 8,000,000 X X HDG.BOP.25.N5Y0-PHMS 1,000,000 See Additional Remarks Schedule Vouch Specialty Insurance Services, LLC 250 Montgomery Street, #650 San Francisco, CA 94104 State National Insurance Company United Specialty Insurance Company Travis Hedge (844) 488-6728 COIs@vouch.us X A 11-20-2025 11-20-2026 Sunlight Technologies, Inc. 57 Morningside Drive South Westport, CT 06880 City of Cupertino 10300 Torre Avenue Cupertino, CA 95014 See Additional Remarks Schedule 10,000 X Y Y Y ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: Certificate of Liability Insurance Vouch Specialty Insurance Services, LLC Sunlight Technologies, Inc. 57 Morningside Drive South Westport, CT 06880 Sunlight Technologies, Inc. 2 2 25 Businessowners Policy HDG.BOP.25.N5Y0-PHMS includes a waiver of subrogation for any person or organization that Sunlight Technologies, Inc. enters into a written contract with and such contract requires the coverage provided by the endorsement (BP 04 97). Additional Insured endorsement (BP 04 48) issued for: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers (effective 04/30/2026). Provided, however, The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers is an additional insured only to the extent that liabilities fall within obligations of Sunlight Technologies, Inc. to indemnify such additional insured pursuant to a written agreement. Businessowners policy (HDG.BOP.25.N5Y0-PHMS) issued to Sunlight Technologies, Inc. shall be primary and noncontributory with any other insurance available to The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers provided that The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers is a Named Insured under such other insurance and Sunlight Technologies, Inc. agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers. Insurer A: HDG.MPL.25.7XNR-ETFM, Effective 11/20/2025 - 11/20/2026 Policy Aggregate Liability Limit: $1,000,000 Management Liability Limit: $1,000,000 Employment Practices Liability Limit: $1,000,000 Insurer B: HDG.CEM.25.YSMZ-ZE1Q, Effective 11/20/2025 - 11/20/2026 Policy Aggregate Liability Limit: $2,000,000 Cyber Aggregate Liability Limit: $2,000,000 Errors & Omissions Aggregate Liability Limit: $1,000,000 Artificial Intelligence Liability Limit: $1,000,000 POLICY NUMBER: HDG.BOP.25.N5Y0-PHMS BUSINESSOWNERS BP 04 48 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Section II – Liability is amended as follows: A. The following is added to Paragraph C. Who Is An Insured: 3. Any person(s) or organization(s) shown in the Schedule is also an additional insured, 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 in the performance of your ongoing operations or in connection with your premises owned by or rented to you. However: a. The insurance afforded to such additional insured only applies to the extent permitted by law; and b. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Paragraph D. Liability And Medical Expenses Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits Of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits Of Insurance shown in the Declarations. BP 04 48 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 Name Of Additional Insured Person(s) Or Organization(s): The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers . (effective 4/30/2026). Provided, however, The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers is an additional insured only to the extent that liabilities fall within obligations of Sunlight Technologies, Inc. to indemnify such additional insured pursuant to a written agreement. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. POLICY NUMBER: HDG.BOP.25.N5Y0-PHMS BUSINESSOWNERS BP 04 97 01 06 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Name Of Person Or Organization: The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Paragraph K. Transfer Of Rights Of Recovery Against Others To Us in Section III – Common Policy Conditions is amended by the addition of the following: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. BP 04 97 01 06 © ISO Properties, Inc., 2004 Page 1 of 1  POLICY NUMBER: HDG.BOP.25.N5Y0-PHMS STATE NATIONAL INSURANCE COMPANY, INC. 1 IL END 001 06 24 ENDORSEMENT No. 1 Effective Date: 4/30/2026 Vouch Insurance Services, LLC © 2024 THIRD PARTY NOTICE OF CANCELLATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name(s) Of Person(s) Or Organization(s): The City of Cupertino, its City Council, officers, officials, employees, agents, and volunteers 10300 Torre Avenue Cupertino, CA 95014 Number of Days: Certificate Holder will be given at least ten (10) days’ notice of cancellation due to non -payment of premium and thirty (30) days’ notice for any other reason. If we (“We”) cancel this policy (“Policy” or “Policy”), we (“We”) will mail or deliver advance written notice to the person(s) or organization(s) shown in the Schedule above. The number of days required for such notice shall be the Number of Days shown in the Schedule above. However, this advance notice is intended as a courtesy only and our (“Our”) failure to provide such notice will not extend the policy (“Policy” or “Policy”) cancellation date nor negate cancellation of the policy (“Policy” or “Policy”). POLICY NUMBER: HDG.BOP.25.N5Y0-PHMS BUSINESSOWNERS BP 14 88 07 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BP 14 88 07 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM The following is added to Paragraph H. Other Insurance of Section III – Common Policy Conditions and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: 1. The additional insured is a Named Insured under such other insurance; and 2. You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. Citywide AI Engagement Platform Final Audit Report 2026-05-19 Created:2026-05-13 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAN8tMW3OmRg41qSSTiXSqw58LJ_55KL-N "Citywide AI Engagement Platform" History Document created by Webmaster Admin (webmaster@cupertino.org) 2026-05-13 - 4:08:12 PM GMT- IP address: 35.229.54.2 Document emailed to marilynp@cupertino.org for approval 2026-05-13 - 4:12:35 PM GMT Email viewed by marilynp@cupertino.org 2026-05-13 - 4:12:44 PM GMT- IP address: 44.204.0.125 Signer marilynp@cupertino.org entered name at signing as Marilyn 2026-05-13 - 4:13:51 PM GMT- IP address: 64.165.34.3 Document approved by Marilyn (marilynp@cupertino.org) Approval Date: 2026-05-13 - 4:13:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to aracelia@cupertino.org for approval 2026-05-13 - 4:13:55 PM GMT Email viewed by aracelia@cupertino.org 2026-05-13 - 4:14:05 PM GMT- IP address: 54.145.28.188 Signer aracelia@cupertino.org entered name at signing as Araceli Alejandre 2026-05-13 - 10:21:51 PM GMT- IP address: 64.165.34.3 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2026-05-13 - 10:21:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to kris@readyly.com for signature 2026-05-13 - 10:21:55 PM GMT Email viewed by kris@readyly.com 2026-05-18 - 3:38:05 PM GMT- IP address: 35.231.92.0 Signer kris@readyly.com entered name at signing as Kristofer A Sandor 2026-05-18 - 3:38:56 PM GMT- IP address: 47.20.134.3 Document e-signed by Kristofer A Sandor (kris@readyly.com) Signature Date: 2026-05-18 - 3:38:58 PM GMT - Time Source: server- IP address: 47.20.134.3 - Signature Appearance Selected: DRAW Document emailed to michaelw@cupertino.org for signature 2026-05-18 - 3:39:00 PM GMT Email viewed by michaelw@cupertino.org 2026-05-18 - 3:39:12 PM GMT- IP address: 98.83.207.167 Signer michaelw@cupertino.org entered name at signing as Michael K Woo 2026-05-19 - 9:31:53 PM GMT- IP address: 64.165.34.3 Document e-signed by Michael K Woo (michaelw@cupertino.org) Signature Date: 2026-05-19 - 9:31:55 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to terig@cupertino.org for signature 2026-05-19 - 9:31:57 PM GMT Email viewed by terig@cupertino.org 2026-05-19 - 9:32:04 PM GMT- IP address: 54.91.42.177 Signer terig@cupertino.org entered name at signing as Teri Gerhardt 2026-05-19 - 9:33:42 PM GMT- IP address: 64.165.34.3 Document e-signed by Teri Gerhardt (terig@cupertino.org) Signature Date: 2026-05-19 - 9:33:44 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Document emailed to laurens@cupertino.org for signature 2026-05-19 - 9:33:47 PM GMT Email viewed by laurens@cupertino.org 2026-05-19 - 9:33:57 PM GMT- IP address: 34.203.201.33 Signer laurens@cupertino.org entered name at signing as Lauren Sapudar 2026-05-19 - 10:27:16 PM GMT- IP address: 64.165.34.3 Document e-signed by Lauren Sapudar (laurens@cupertino.org) Signature Date: 2026-05-19 - 10:27:18 PM GMT - Time Source: server- IP address: 64.165.34.3 - Signature Appearance Selected: TYPE Agreement completed. 2026-05-19 - 10:27:18 PM GMT