CALIFORNIA FORENSIC MEDICAL GROUP, INC. AND WELLPATH

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DocuSign Envelope ID: 6225CE08-C2AA-4269-9AF5-9311 FF666B41 City shall be increased by the number of Inmates/Detainees over 475 at the per diem fate of $1.41 during Year I of the Agreement, $1.46 during Year 2 of the Agreement, and $1.50 during Year 3 of the Agreement. 8.2 COMPENSATION. The total amount to be expended during the term of this Agreement shall not exceed $10,070,246. This amount includes a base amount of $9,870,246 and a contingency amount of $200,000 for additional services as directed at the City's sole discretion. Should the Facility ADP exceed 475 for a period or 30 clays or more, the Parties agree to meet and negotiate in good faith an increase to the total amount expended during the term of this Agreement, subject to the approval of the City Council of the City of Santa Ana. ARTICLE IX TERM AND TERMINATION 9.0 TERM. The term of this AGREEMENT shall be for a period of three (3) years from October 1, 2022 at 12:01 a.m. through September 30, 2025 at 11:59 p.m. This Agreement shall renew upon the mutual agreement of the parties for up to two (2) additional one year periods on October I st of each subsequent year with mutually agreed upon increases to the compensation, subject to approval by the Santa Ana City Council, unless this Agreement is terminated or notice of termination is given, as set forth in this Article. 9.0.1 RENEWAL. Upon each subsequent renewal beyond the initial three (3) year term of this Agreement pursuant to Paragraph 9.0, the Parties may negotiate an increase in accordance with CPI not to exceed 4.0% of the annual amount as defined in Paragraph 9.0.1.1. 9.0.1.1 CPI INCREASES. A CPI increase shall be calculated by multiplying the annual amount of the previous year by afraction, the numerator of which is the Price Index for a defined month prior to the renewal date, and the denominator of which is the Price Index for the same month for the year immediately preceding the Agreement renewal date. However, the annual amount due for any year will not be less than the annual amount for the prior year. The "Price Index" is defined as the Consumer Price Index — All Urban Consumers, U.S. City Average, Medical Care Services (1982-84=100), published by the Bureau of Labor Statistics of the U.S. Department of Labor. 9.1 TERMINATION FOR LACI{ OF APPROPRIATIONS. This Agreement shall be subject to annual appropriations by the City. 9.1.1 Recognizing that termination for lack of appropriations may entail substantial costs for CFMG-and the City, the City shall act ingood faith and make every effort to provide CFMG reasonable advance notice of any potential problem as it relates to funding or appropriations related to this Agreement. 9.1.2 If future funds are not appropriated for this Agreement, and upon exhaustion of existing funding, the City may terminate this Agreement without penalty or liability, by providing a minimum of thirty (30) days advance written notice to CFMG. 9.2 TERMINATION DUE TO CFMG's OPERATIONS. The City reserves the right to terminate this Agreement immediately upon written notification to CFMG in the event that CFMG discontinues or abandons its operations, is adjudged bankrupt or is reorganized under any Page 1 I of 16