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Knowledge Assistwit Licensing Agreement M This Licensing Agreement("Agreement") is made and entered into as of May 13, 2026, by and between the City of Santa Ana, with its principal place of business at 20 Civic Center Plaza Santa Ana, CA 92701 ("Licensee")and Madison Artificial Intelligence, Inc. dba Madison Al, a corporation organized under the laws of Delaware, with its principal place of business at 527 Lander Street, Reno, NV 89509 ("Licensor"). WHEREAS, Licensor has developed Madison Al, an Al Assistant for local government LLM for elected officials and staff to access board decisions, agendas, and master codes in your library("Madison Al"); and WHEREAS, Licensee desires to license Madison Al from Licensor under the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: 1. LICENSE GRANT 1.1. License: Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use Madison Al during the Term (as defined below) for the purpose of generating reports based on governmental data. 1.2. Ownership: All intellectual property rights in the Application, including but not limited to software, content, text, images, graphics, video, audio, and other materials, are owned by Madison Al. 2. TERM 2.1. Term:This Agreement shall commence on June 1, 2026, and shall continue for(1)year, unless terminated earlier in accordance with the provisions of this Agreement("Term"). 2.4 Al Model Cost Escalation: Upon each annual renewal, the fees under this Agreement may be subject to an increase.Any such increase shall be directly proportional to any price increases imposed by Microsoft Azure for the software required to support Licensee's use of Madison. The Licensor shall notify the Licensee of any increase in fees at least forty-five (45) days prior to the renewal date. If Microsoft Azure does not increase its pricing, the fees will remain unchanged for the subsequent renewal term. 3. FEES AND PAYMENT 3.1. Fee: Licensee agrees to pay Licensor a total fee ("Annual License Fee"), which includes data deployment and annual access to Madison Al. All fees will be billed upon contract signing and due net 30. See the Fee and Payment Schedule in Appendix 1. 3.2. Usage Tokens: The License Fee includes usage tokens with a limit of$250 per month or $3,000 per year per Knowledge Domain. Any usage beyond this limit will be tracked but not immediately billed and will be subject to quarterly true-up as specified in Section 3.3. Tokens are priced at cost by Microsoft($0.005/1,000 input and $0.015/1,000 output) here. (Ex: Each search costs-$0.0676 using GTP-4o Regional.) 527 Lander Street- Rerit,.NV 81609 1 hello@madisonaixom