Item 23 - Agreement with Forensic Nurse Specialists, Inc.

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1.3. Equipment and Supplies. FNS will provide all equipment and supplies to conduct all services listed in Exhibit A. 1.4 Testimony FNS agrees to provide competent court testimony as requested by the Department (upon receipt of a lawful or properly served summons or subpoena). 2. Compensation In exchange for the Services provided by FNS pursuant to Section 1 above, the Department shall compensate FNS according to Exhibit A, "FNS Fee Schedule" attached hereto and incorporated herein. Services can be added at any time per the Department's request and negotiated rates. The total amount of compensation to FNS shall not exceed $350,000. Any increase over this amount, for any services provided by this Agreement, shall be effectuated by written amendment between parties subject to approval by the Santa Ana City Council. 2.1 Rate Adjustment Th e Department acknowledges and agrees that FNS is entitled to adjust the rates set forth in this Section 2, Exhibit A, from time to time and at any time. FNS shall use reasonable efforts to give Department at least sixty (60) days advance written notice of any increase or adjustment to rates, subject to the not -to -exceed compensation amount in Section 2, above. 3. Payment 3.1 FNS shall invoice the Department monthly for all Services performed in each previous month. Department shall remit payment to FNS within thirty (30) days of receipt of an invoice. 3.2 City shall compensate FNS for any services provided since September 1, 2023 until the effective date of this Agreement, as defined in the effective date above 4. Term This Agreement shall be for a term of five (5) years commencing on December 19, 2023 and expiring on August 31, 2028. 4.1. Termination Either party may terminate this Agreement without cause at any time during the term of this Agreement by providing the other party at least thirty (30) days prior written notice of termination 5. Indemnification The parties each shall indemnify, defend, and hold the other party harmless from and against any and all liability, loss, damages, costs, and expenses (including reasonable attorneys' fees) caused by the negligence or wrongful acts or omissions of such indemnifying party or its employees, officers or agents. The provisions of this paragraph shall survive termination of this Agreement 6. Insurance FNS shall procure and maintain for the duration of the contract insurance against claimsfor injuries to persons or damages to property which may arise from or in connection with theperformance of the work hereunder and the results of that work by FNS , its agents, representatives, employees or subcontractors.