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INSURANCE NOT ON FILE <br />WONTWIM N0 PROCEED <br />RK <br />WE, <br />(6.SQ(/O" <br />t-- <br />CD <br />N-2023-268 <br />MASTER AGREEMENT <br />Institution Name: <br />City of Santa Ana <br />Santa Ana Public Library <br />Institution Contact: <br />Lynn Nguyen <br />Address: <br />20 Civic Center Plaza <br />Santa Ana, California 92701 <br />Phone: <br />714.647.5259 <br />Email: <br />LNguyen@santa-ana.org <br />This Master Agreement is made and entered into as of September 26, 2023 by and between Kanopy INC, a Delaware corporation with a place <br />of business 781 Beach Street, Suite 200, San Francisco, CA 94109 ("Kano ) and the institution identified above ("Institution'), and shall expire July <br />31, 2025. <br />Overview <br />Kanopy streams and makes available digital video content, including associated audio, graphics, text, images and other data and content, to <br />universities, colleges, schools, public libraries, corporations and other institutions for access and use pursuant to applicable access and license terms. <br />Kanopy streams and makes digital video content available through various platforms, including its website at www.kanopy.com, the Kanopy IDS and <br />Android mobile apps, the Kanopy channel on Roku, and other modes of access that are available now or may become available in the future. <br />Structure of Agreement and Order of Precedence <br />Kanopy and Institution may enter into one or more order forms under this Agreement (as defined below) for access to and use of digital <br />content hosted or streamed by Kanopy. As appropriate, each order form will specify the title(s), product(s), fees, period or term of access, and any <br />special usage rights and/or restrictions and other terms relevant to the order. Each such order form will be governed by the terms and conditions of <br />this Agreement. During the term of this Agreement, the total approved budget for the order form(s) shall not exceed Seventeen Thousand Dollars <br />and Zero Cents ($17,000). This Agreement contemplates payment for properly invoiced services beginning on August 1, 2023. <br />This Master Agreement consists of: (a) the attached Terms and Conditions; (b) order form entered into hereunder between Kanopy and <br />Institution, attached hereto as Exhibit A; and (c) this signature page (collectively, the "Agreement"). In the event of any conflict between or among <br />the various components of this Agreement, the terms and conditions of each component shall take precedence in the order listed above; Provided. <br />however that any conflict with respect to restrictions on access to or use of materials provided by Kanopy shall be resolved in the manner that gives <br />broadest effect to such restrictions. <br />IN WITNESS WHEREOF, Institution has caused this Agreement to be executed as of the Effective Date by its duly authorized representative. <br />KANOPY INC <br />Name: Jason Tyrrell <br />Title: General Manager <br />Date: 10/3/23 <br />APPROVED AS TO FORM: <br />By, <br />Bhrigon Salvatierra <br />Deputy City Attorney <br />RECOM NDED FOR APPROVAL <br />BrianSternbeLibrary Services Di or <br />Library Services <br />CITY OF SANTA ANA <br />Steven A. Mendoza <br />Acting City Manager <br />ATTEST: <br />Jennifer L. II <br />c <br />Page 1 of 4 <br />