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AMENDMENT (No. 2) TO THE AGREEMENT This Amendment No. 2 (this "Amendment") is made effective as of (the "Amendment Effective Date") by and between City of Santa Ana ("Client") and Active Network, LLC (successor in Interest to The Active Network, Inc.) ("Active") and emends that certain Products and Services Agreement, dated as of June 9, 2015 as amendment by Amendment #1 dated November 30, 2015 (together 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, 2017, 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, 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 subject matter expressly stated herein. 3. 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, LLC City of Santa Ana by its authorized signatory by its authorized signatory 25D-3 Name: 1411a,,s ' fr,vu,rar"'- Name: David Cavazos Title: Title: City Manager / Date: Date: Approved es to Form: Attest: Recommended for Approval: n M. Funk Assistant City Attorney Revised 03!1012014 Maria D. Huizar Clerk of the Cotincil Gerardo Mouet Executive Director, PRCSA 25D-3