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INSURANCE NOT ON FILE N-2023-268-01 WORK MAY NOT PROCEED CITY CLERK DATE: MAY 2 8 2025 KANOPY AMENDMENT This Kanopy Amendment dated as of April 29, 2025 (this "Amendment") is between Kanopy INC., a Delaware corporation ("Kanopy") and The City of Santa Ana (the DPI an U ail u �� "Institution"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Master Agreement (as defined below). This Amendment is effective as of the date that the last party signs it (the "Effective Date"). WHEREAS, Kanopy and Institution entered into that certain Master Agreement dated as of September 26, 2023 (the "Agreement"). NOW THEREFORE, the parties hereto agree that the Recitals set forth above are hereby incorporated and made a part of this Amendment and further agree as follows: 1. Section 1— Structure of Agreement and Order of Precedence (a) The Parties agree that the third and fourth sentences of the first paragraph under the heading, Structure of Agreement and Order of Precedence, shall be deleted in their entirety and replaced by the following: "During the term of this Agreement, the total approved budget shall not exceed Thirty Six Thousand Two Hundred and Fifty Dollars and Zero Cents ($36,250)." 2. Section 2 — Term and Termination 6(a) Term: (a) The Parties agree that the following is hereby added to the end of Clause "The Parties agree to renew the Agreement for an additional Term which shall commence on August 1, 2025, and continue in effect until July 31, 2027, or until all content credit is exhausted, whichever occurs first." (b) The Parties agree that the following is hereby added to the Agreement as Clause 6(e) Non -Appropriation of Funds: "The Parties agree and acknowledge that the continuation of this Agreement is contingent upon Institution obtaining available funding for the services contemplated by the Agreement. In the event that funding is no longer available for the services contemplated by the Agreement, the Agreement will be subject to termination by either Party." Section 3 - Miscellaneous (a) Except as modified by this Amendment, the terms of the Master Agreement shall continue in full force and effect. CHICAGO/#3267418.6