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Exhibit 1 <br />SECOND AMENDMENT TO AGREEMENT WITH NAPHCARE, INC. <br />TO PROVIDE INMATE MEDICAL SERVICES <br />THIS SECOND AMENDMENT to the above -referenced agreement is entered into on <br />September 15, 2020, by and between NaphCare, Inc., an Alabama corporation ("Contractor"), and <br />the City of Santa Ana, a charter city and municipal corporation organized and existing under the <br />Constitution and laws of the State of California ("City"). <br />RECITALS <br />A. The parties entered into Agreement No. A-2017-249, dated September 19, 2017, by which <br />Contractor agreed to provide basic and emergency inmate medical services ("Agreement'). <br />B. On October 1, 2019, the parties entered into a First Amendment to the Agreement (#A- <br />2017-249-01) to exercise the first option to extend the Agreement until September 30, 2020, <br />and increase the overall compensation. The Agreement is current and in effect. <br />C. The parties wish to exercise its second option to extend the term of the Agreement for one year <br />and to increase the overall compensation to pay for services during the extension. <br />The Parties therefore agree: <br />1. Section 1, TERM, is amended to extend the term of the Agreement for the period from October <br />1, 2020 through September 30, 2021. <br />2. Section 4, COMPENSATION, is amended to increase the overall compensation per the <br />following: <br />a. The total amount to be expended during this extension shall not exceed $2,836,417.94. <br />This amount includes the base amount listed under the Tier 1 listing below, and includes a <br />contingency amount of $200,000, for services to be provided at the sole discretion of the <br />City and $18,000 to cover parking costs as provided under Section 4 of the Agreement. <br />The total amount to be expended for this Agreement shall not exceed $10,545,614.28. <br />Tier 1 <br />Tier 2 <br />(ADP at or above 176) <br />(ADP at or below 175) <br />Renewal Option Year One <br />$2,618,417.94 <br />2,307,687.83 <br />(10/01/19-09/30/20) <br />3. Except as modified by this Second Amendment, all terms and conditions of the Agreement, as <br />amended, shall remain in full force and effect. <br />#56925v5 <br />[signature page to follow] <br />25C-3 <br />