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DdcuSign Envelope ID: ADD40500- BE3E- 4D8F- 88AC- 3C333FDD21 F1 to 54F m on, I F _2415- 497.401 taiwrtl tNSVYFtANC� ?�'q k n i 4OUNCIL AMENDMENT OAT D& qg TO THE AGREEMENT This Amendment No. 1 (this "Amendment ") is made effective as of November 30, 2015 (the "Amendment Effective 31�Y1q �. Date ") by and between City of Santa Ana ( "Client') and Active Network, LLC ( "Active ") and amends that certain Products and Services Agreement, dated as of June 9, 2015 (the "Agreement') entered Into by the Parties. Client and Active are also individually referenced herein as a "Party" and collectively as the "Parties." Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. NOW THEREFORE in consideration of the mutual covenants, recitals and promises contained in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party, the Parties hereto hereby agree as follows: Changes to the Agreement. Section 6.1 Termination of the Agreement is deleted in Its entirety and replaced with the following: 6.1 Termination. This Agreement will terminate on November 30, 2016, unless terminated: (a) at the option of either party if the other party materially defaults in the performance or observance of any of Its obligations hereunder and fails to remedy the default within thirty (30) days after receiving written notice thereof; or (b) without limiting (a), at the option of Active if Client breaches Its payment obligations, provided that the right of termination will be In addition to all other rights and remedies available to the parties for breach or default by the other, or (c) as allowed In Section 23. 2. Applicable Schedule, The applicable schedule for the Agreement as of the Amendment Effective Date is attached as Exhibit A, which shall supersede all prior schedules. 3. Full Force and Effect. Except as expressly modified herein, the Agreement remains In full force and effect. All references in the Agreement to "this Agreement," " hereto," "hereof," "hereunder" or words of like import referring to the Agreement shall mean the Agreement as amended by this Amendment. In the event any of the terms and conditions of the Agreement conflict with the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail only as to the subjec`k matter expressly stated herein. 4. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document, binding against each of the Parties. To the maximum extent permitted by law or by any applicable governmental authority, this Amendment may be transmitted by facsimile, electronic mail (including pdf) or other transmission method with the same validity as if it were an ink - signed document and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the Amendment Effective Date. Active Network, LL.0 by Its authorized sigeatorry By: l�SPOTP16"FliNki —L i bSLtln S Name: ns Title: Date: General Manager 11/24/2015 1 5z11 PM CT Attest; By: Name: Maria D. Holzer, Clerk of Co4lfl � Revised 03/10/2014 City of Santa Ana by its authori�zag.signa By: Name: David Cavazos Title: City Manager Date: Approved as to Form: Name: John M. Funk, Assistant City Attamey