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INSURANCE NOT ON FILE N-2023-268-01 <br /> WORK MAY NOT PROCEED <br /> CITY CLERK <br /> DATE: MAY 2 8 2025 <br /> KANOPY AMENDMENT <br /> This Kanopy Amendment dated as of April 29, 2025 (this "Amendment") is between <br /> 0 �f pj Kanopy INC., a Delaware corporation ("Kanopy") and The City of Santa Ana (the <br /> DPI an U ail u � � "Institution"). Capitalized terms used but not otherwise defined herein shall have the meanings <br /> ascribed to such terms in the Master Agreement(as defined below). This Amendment is effective <br /> as of the date that the last party signs it(the "Effective Date"). <br /> WHEREAS, Kanopy and Institution entered into that certain Master Agreement dated as <br /> of September 26, 2023 (the"Agreement"). <br /> NOW THEREFORE,the parties hereto agree that the Recitals set forth above are hereby <br /> incorporated and made a part of this Amendment and further agree as follows: <br /> 1. Section 1—Structure of Agreement and Order of Precedence <br /> (a) The Parties agree that the third and fourth sentences of the first paragraph <br /> under the heading,Structure of Agreement and Order of Precedence, shall be <br /> deleted in their entirety and replaced by the following: <br /> "During the term of this Agreement, the total approved budget shall not <br /> exceed Thirty Six Thousand Two Hundred and Fifty Dollars and Zero <br /> Cents ($36,250)." <br /> 2. Section 2—Term and Termination <br /> (a) The Parties agree that the following is hereby added to the end of Clause <br /> 6(a) Term: <br /> "The Parties agree to renew the Agreement for an additional Term which <br /> shall commence on August 1, 2025, and continue in effect until July 31, <br /> 2027, or until all content credit is exhausted, whichever occurs first." <br /> (b) The Parties agree that the following is hereby added to the Agreement as <br /> Clause 6(e)Non_Anprol2riation of Funds: <br /> "The Parties agree and acknowledge that the continuation of this <br /> Agreement is contingent upon Institution obtaining available funding for <br /> the services contemplated by the Agreement. In the event that funding is <br /> no longer available for the services contemplated by the Agreement, the <br /> Agreement will be subject to termination by either Party." <br /> 3. Section 3- Miscellaneous <br /> (a) Except as modified by this Amendment, the terms of the Master <br /> Agreement shall continue in full force and effect. <br /> CHICAGO/#3267418.6 <br />