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AMENDMENT NUMBER I <br />to the <br />Management and Professional Services Agreement <br />By and Between <br />City of South Bend Indiana <br />And <br />Activate Healthcare, LLC <br />THIS AMENDMENT NUMBER 1 (the "Amendment") to Management and Professional <br />Services Agreement by and between City of South Bend Indiana ("South Bend"), and Activate <br />Healthcare, LLC dated September 22, 2015, is entered into this Va day of November, 2018 and <br />shall be effective as of the Effective Date described herein. South Bend and Activate are <br />collectively the "Parties" and each individually a "Party" hereto. <br />RECITALS <br />WHEREAS, South Bend and Activate entered into a Management and Professional Services <br />Agreement (the "Agreement") pursuant to which South Bend engaged Activate to provide health <br />clinic ("Clinic") and wellness program services for South Bend Members and their dependent <br />family members; and <br />WHEREAS, the Parties desire to extend the term of the Agreement, adjust the Fee and to make <br />additional changes to reflect the services offered; <br />NOW, THEREFORE, in consideration of the promises and mutual covenants contained <br />herein and other valuable consideration, the receipt and sufficiency of which is hereby <br />acknowledged, the Parties agree to the following amendments to the Agreement: <br />2. Sections 5.1 and 5.1.1 of the Agreement shall be amended by deleting the language that is <br />in st-fikeout and inserting the language that is in bold, as follows: <br />5.1 Financial Overview. In consideration of Activate's responsibilities under this <br />Agreement, South Bend shall pay to Activate the amount described in Section 5.2 <br />of this Agreement (the "Fee") per Member per month (PMPM) during the <br />Extension Term, and any Renewal Terms. South Bend shall also be responsible <br />