Res 2025-182 approving a contract with Frontier Direct care, LLC to build and manage a heallthcare clinic to be used for city employees and who are covered through the City's Health Plan

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acknowledgement document, which will be provided by Frontier at such time. "The Business understands that Frontier Primary Care Providers do not participate in Medicare and Medicare will not be billed for any Services, nor can "The Business"or any Member seek reimbursement from Medicare for the Services. 7. Insurance or Other Medical Coverage. "The Business" acknowledges and understands that this Agreement is not an insurance plan and not a substitute for health insurance or other health plan coverage(such as membership in an HMO). Frontier does not pay for hospital services or any services not personally provided by Frontier or its Primary Care Providers. "The Business"acknowledges that Frontier has advised that"The Business"obtain or keep in full force such health insurance policy(ies)or plans that will cover"The Business"for general healthcare costs. Furthermore,Members will be notified that Frontier is not health insurance. "The Business" acknowledges that this Agreement is not intended to replace any existing or future health insurance or health plan coverage that"The Business"may carry. 8. Termination.This Agreement may be terminated by either party upon written notice to the other party delivered not less than thirty (30) days in advance, if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice specifying the breach is delivered to the breaching party. Unless previously terminated as set forth above, at the expiration of the initial term (and each succeeding term),the Agreement will automatically renew for successive terms upon the payment of the monthly fee at the end of the contract.For purposes of this Agreement, a"material breach" shall include,but is not limited to: a. Failure to Make Payment: The failure of a party to make any payment due hereunder within forty-five(45)days after a written demand for payment is delivered to the defaulting party. b. Failure to Perform Services: The failure of a party to perform any of its material obligations hereunder for a period of thirty(30)days after written notice specifying the failure to perform is delivered to the non-performing party. c. Insolvency or Bankruptcy: If a party becomes insolvent or bankrupt, files a petition for bankruptcy or reorganization under any bankruptcy or insolvency laws, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for all or a substantial part of its assets. d. Illegal Activity: If a party is indicted for any illegal activity that has a material adverse effect on the other party or the reputation of the Agreement or there is reasonable belief of criminal activity, fraud, or violations of healthcare laws. e. Material violation of any other provision of this agreement. 9. Final Authority. Frontier shall have no authority or responsibility to bind"The Business"or Member to any of Frontier assessments, determinations,analyses,recommendations or findings, and "The Business"reserves the right to act based upon"The Business's"judgment with respect to any and all claims or issues reviewed hereunder. "The Business"shall have final authority with respect to payment of all Specialty Services (defined in Appendix 1). "The Business" will approve each Specialty Service prior to Frontier executing cash payment or assessing its service fees. 10. Not a Fiduciary. Frontier will not be deemed a fiduciary of or for "The Business," any Payor, Plan or TPA, or any benefit plan within the meaning of the Employee Retirement Income Security Act ("ERISA"). Frontier will have no authority or capability to make benefit determinations. Frontier is not a plan administrator, plan sponsor, or a plan fiduciary and may not be identified as any of these things.Further,Frontier will not be deemed to be a legal or tax advisor by performing its duties under this Agreement.Frontier makes no representations concerning federal,state,or local laws, rules,or regulations that apply to"The Business"or any benefit plans"The Business"is affiliated with in any way. "The Business"understands it must seek its own counsel for legal advice and guidance. In no event will Frontier be liable for 3