Agenda - 09-20-2018 8-g - Health Services Agreement Amendments for the Orange County Detention Center

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WA accordance with the provisions of Section No. 6.2(b) of this Agreement. Section 6.1 is hereby replaced in its entirety by the following: 6.1 Term. This Agreement shall commence on September 1, 2009. The term of this Agreement shall end on June 30, 2019, and may be extended for additional one -year terms, if mutually agreeable to both parties, unless either party provides written notice to the other of its intent to terminate, or non - renew, in accordance with the provisions of Section No. 6.2 of this Agreement. Section 6.2 is hereby replaced in its entirety by the following: 6.2 Termination. This Agreement, or any extension thereof, may be terminated as otherwise provided in this Agreement or as follows: (a) Termination by agreement. In the event that each party mutually agrees in writing, this Agreement may be terminated on the terms and date stipulated therein. (b) Termination for Cause. SHP shall have the right to terminate this Agreement at any time for Cause, which may be effected immediately after establishing the facts warranting the termination, and without any further obligation to County, by giving written notice and a statement of reasons to County in the event: (i) the safety and security of SHP personnel is determined by SHP, in its sole discretion, to be compromised, either as a direct, or indirect, result of County's failure to provide adequate security services, the provision of which is a continuing precondition of SHP's obligation to perform work under this Agreement, or (ii) County fails to compensate SHP for charges or fees due, either in whole, or in part, under this Agreement, according to the terms and provisions as stated herein. Cause shall not, however, include any actions or circumstances constituting Cause under (i) or (ii) above if County cures such actions or circumstances within a specified period following delivery of written notice by SHP setting forth the actions or circumstances constituting Cause, during which period SHP may permit County, solely by express agreement, time to provide sufficient remedy to SHP's satisfaction. In all cases, this Agreement may be terminated immediately by SHP, without notice, if, in SHP's sole discretion, such immediate termination of services is necessary to preserve the safety and well -being of SHP personnel. Upon such a termination for Cause, County acknowledges that, SHP shall be entitled to all compensation fees and charges due for services rendered hereunder, without penalty or liability to SHP, up through and including the last day of services, and further that, County shall be obligated to compensate SHP accordingly for such services rendered up through and including the last day of services, consistent with the terms and provisions of this Agreement. If any costs relating to the period subsequent to such termination date have been paid by County in the case of (i) above, SHP shall promptly refund to County any such prepayment. 9