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DocuSign Envelope ID: 6225CE08-C2AA-4269-9AF5-9311 FF666841 <br />A penalty of $200 per receiving screening may, be assessed for CFMG's failure to <br />perform receiving screenings within four (4) hours of a patient's booking at thejail. <br />A penalty of$150 per health assessment may be assessed for CFMG's failure to perform <br />health assessments within fourteen (14) days of a patient's booking at the jail. <br />11.9 ASSIGNMENT. Except as otherwise provided herein, the Parties may not assign any of their rights <br />or delegate any of their duties under this Agreement without the prior written consent of the other <br />Party; provided however, that CFMG, upon notice to the City, may assign its rights or delegate its <br />duties to an affiliate of CFMG, or in connection with the sale of all or substantially all of the stock <br />assets or business of CFMG,. Any unauthorized attempted assignment shall be null and void and <br />of no force or effect. <br />11.10 NOTICES. Any notice of termination, requests, demands or other communications under this <br />Agreement shall be in writing and shall be deemed delivered: (a) when delivered in person to a <br />representative the Parties listed below; (b) upon receipt when mailed by overnight courier service, <br />mailed by first-class certified or registered mail, return receipt requested, addressed to the Party at <br />the address below; or (c) upon confirmation of receipt if sent by facsimile to the fax number of the <br />Party listed below: <br />If for Contractor: <br />CFMG, Inc. <br />Attn: Chief Legal Officer <br />3340 Perimeter Hill Dr. <br />Nashville, TN 37211 <br />If for City: <br />Clerk ofthe City Council <br />City of Santa Ana <br />20 Civic Center Plaza (M-30) <br />P.O. Box 1988 <br />Santa Ana, CA 92702 <br />With Courtesy Copy to: <br />Chief of Police <br />City of Santa Ana <br />60 Civic Center Plaza <br />Santa Ana, CA 92702 <br />Such address may be changed from time to time by either Party by providing written notice as <br />provided above. <br />11.11 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the <br />laws of the State of California without regard to the conflicts of laws or rules of anyjurisdiction. <br />11.12 EXECUTION AUTHORITY. By their signature below, each signatory individual certifies that <br />they are the properly authorized agent or officer ofthe applicable Party hereto and have the requisite <br />authority necessary to execute this Agreement on behalf of such Party, and each Party hereby <br />certifies to the other than any resolutions necessary to create such authority have been duty passed <br />and are now in full force and effect. <br />11.13 SURVIVAL. The following provisions will survive any termination or expiration of the <br />Agreement: Article VIII, Article IX and Article X. <br />11.14 COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall <br />be considered an original and all of which shall constitute but one and the same instrument. <br />Page 17 of 16 <br />