R2020-179 Resolution Authorizing the City Manager to Negotiate Terms and Execute an Agreement for Creation of a Healthcare Clinic to Service Participants in the City's Healthcare Benefit Plan with Paladina Health, LLC, DBA Activate Healthcare

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screenings performed in the clinic. Paladina and Client agree that they will work together, in good faith, to calculate the mutually- agreed upon ROI. 7.2 Termination. Notwithstanding the terms of Section 7.1, this Agreement shall be sooner terminated on the first to occur of the following: (a) By Mutual Agreement. In the event Client and Paladina shall mutually agree in writing, this Agreement shall be terminated on the terms and date stipulated therein. Neither party shall refuse a request to negotiate an early termination of this Agreement from the other. (b) For Breach. In the event either Party shall give notice to the other that such other Party has substantially defaulted in the performance of a material obligation under this Agreement and such default has not have been cured within 60-days following the giving of such notice,the Parry who gave notice shall have the right to immediately terminate this Agreement. (c) For Bankruptcy, Insolvency or Assignment for the Benefit of Creditors. In the event either Party files for bankruptcy, is declared insolvent or makes an assignment for the benefit of creditors,the other may immediately terminate this Agreement upon written notice. (d) For Criminal Activity. In the event that a Party is indicted for a felony or a crime involving medical billing fraud or moral turpitude, the other may terminate this Agreement immediately. (e) For Interference. In the event that Client engages in or conducts ongoing or multiple instances of Interference (defined below), Paladina may terminate this Agreement as provided under this Section 7.2(e). "Interference" includes: (i) Actions or conduct that materially disrupt the delivery of Services or the operations of the Medical Team; (ii) Demands upon the Physicians, Providers, or Paladina, to deliver treatments,services,goods,or information that would be inappropriate or prohibited under applicable federal or state law and/or generally accepted standards of medical practice; (iii) Actions that threaten the confidentiality of any member's personal health information or the privacy or security of health data; and/or (iv) Actions or conduct that would create a significant impact on the ability of the Physicians, Providers, or Paladina to provide medical care and related services within appropriate medical and professional standards (v) After or during the first occurrence of Interference, if any, Paladina shall provide with written warning of the interfering action or behavior. If the Interference continues or repeats after the receipt of such warning by Client, Paladina may terminate this Agreement by providing Client with ninety (90)days prior written notice. 12