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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18. Legal Significance. Each party acknowledges that this Agreement is a legal document and creates certain rights and responsibilities.Each party also acknowledges having had a reasonable time to seek legal advice regarding the Agreement and has either chosen not to do so or has done so and is satisfied with the terms and conditions of the Agreement. 19. Miscellaneous. This Agreement shall be construed without regard to any presumptions or rules requiring construction against the party causing the instrument to be drafted. Captions in this Agreement are used for convenience only and shall not limit, broaden,or qualify the text. 20. Entire Agreement. This Agreement contains the entire agreement between the parties and supersedes all prior oral and written understandings and agreements regarding the subject matter of this Agreement. 21. Jurisdiction. This Agreement shall be governed and construed under the laws of the State of Texas and all disputes arising out of this Agreement shall be settled in a state court of Hays County,Texas without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than the State of Texas. 22. Service. All written notices are deemed served if sent to the address of the party written above by first class U.S. mail. The parties have signed duplicate counterparts of this Agreement on the date first written above. 23. Data Reporting. Frontier will provide"The Business"with monthly utilization and savings reports that will be used to track perfonnance obligations. These performance obligations goals shall be determined between "The Business" and Frontier on an annual basis, or as agreed to by the parties. 24. Use of Client Name. Frontier may refer to "The Business" as a party who is a member of Frontier in its promotional materials or in its responses to request for proposals to provide similar services to those provided under this Agreement only with the prior written approval of the business. 25. Savings Guarantee. Frontier will put up to 100% of its fees at risk in the form of a Savings Guarantee as defined in Exhibit B. 26. INSURANCE Insurance and Liability: During the period of this Agreement, Frontier will maintain, at its expense, insurance with limits not less than those prescribed below.Insurance underwriters will be acceptable to the City. With respect to required insurance,Frontier will: • Name the City of San Marcos, 630 East Hopkins Street, San Marcos,Texas 78666 as an additional insured on all lines of coverage except Workers' Compensation. • Provide the City with a thirty (30)day written notice to the Certificate Holder prior to cancellation or material change of any insurance referred to in the certificate. • Failure of Certificate Holder to demand a certificate or other evidence of full compliance with these insurance requirements or failure of Certificate Holder to identify a deficiency from evidence that is provided will not be construed as a waiver of Insured's obligation to maintain such insurance. • Provide the City of San Marcos Purchasing and Contracting Division, 630 East Hopkins Street, San Marcos, Texas 78666, a Certificate of Insurance evidencing required coverage before execution of contract. Frontier will maintain the following coverage and Submit a Certificate of Insurance reflecting coverage as follows: • Worker's Compensation and Employers' Liability Insurance: in accordance with, and as required by the Workers' Compensation Act of the State of Texas, in amounts sufficient to satisfy statutory requirements or $500,000.00/$500,000.00 for Employer's Liability. 5