2018-559 Sheriff - Southern Health Partners amendment 2

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(c) Termination by Cancellation. This Agreement may be canceled without cause by either party upon sixty (60) days prior written notice in accordance with Section 9.3 of this Agreement. (d) Annual Appropriations and Funding. This Agreement shall be subject to the annual appropriation of funds by the Orange County Commissioners. Notwithstanding any provision herein to the contrary, in the event funds are not appropriated for this Agreement, County shall be entitled to immediately terminate this Agreement, without penalty or liability, except the payment of all contract fees due under this Agreement through and including the last day of service. Section 7.1 is hereby replaced in its entirety by the following : 7. 1 Base Compensation. Effective October 15, 2018, County will compensate SHP based on the twelve-month, annualized price of $377,745.36 during the term of this Agreement, payable in monthly installments. Monthly installments based on the twelve-month, annualized price of $377,745.36 will be in the amount of $31 ,478.78 each. The total amount of base compensation payable to SHP for the shortened period of eight months and seventeen days, effective October 15, 2018, through June 30, 2019 will be $269,092.89. SHP will bill the County approximately thirty days prior to the month in which services are to be rendered. The County agrees to pay SHP prior to the twentieth day of the month in which services are rendered . In the event this Agreement should commence or terminate on a date other than the first or last day of any calendar month, compensation to SHP will be prorated accordingly for the shortened month. Section 8.3 is hereby replaced in its entirety by the following : 8.3 Hold Harmless. SHP agrees to indemnify and hold harmless the County, its agents and employees from and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind arising solely out of the aforementioned program of health care services provided by SHP. This duty to indemnify shall include all attorneys' fees and litigation costs and expenses of any kind whatsoever. County or Sheriff shall promptly notify SHP of any incident, claim, or lawsuit of which County or Sheriff becomes aware and shall fully cooperate in the defense of such claim, but SHP shall retain sole control of the defense while the action is pending, to the extent allowed by law. In no event shall this agreement to indemnify be construed to require SHP to indemnify the County, its agents and/or employees from the County's, its agents' and/or employees' own negligence and/or their own actions or inactions. County does hereby agree to indemnify and hold harmless SHP, its agents and employees from and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind arising solely out of the operation of the facility and the negligence and/or action or inaction of the Sheriff, the County or their employees or agents. This duty to indemnify shall include all attorneys' fees and litigation costs and expenses of any kind whatsoever. SHP shall promptly notify the Sheriff of any incident, claim, or lawsuit of which SHP becomes aware and shall fully cooperate in the defense of such claim, but the County shall retain sole control of the defense while the action is pending, to the extent allowed by law. In no event shall this agreement to indemnify be construed to require the County to indemnify SHP, its agents and/or employees from SHP's, its agents' and/or employees' own negligence and/or their own actions or inactions. Section 9.3 is hereby replaced in its entirety by the following : 93 Notice. Unless otherwise provided herein, all notices or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly 4