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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(f) For Failure to Launch. In the event that Paladina is unable, due solely to delays on the part of Client,to initiate the Paladina Services contemplated herein by June 30,2021, then Paladina may terminate this Agreement and Client will reimburse Paladina for all Costs actually expended on behalf of Client. Client may retain all of the equipment and supplies, and all other components of the business obtained using Start-Up Costs. 7.3 Effects of Termination. Upon expiration of this Agreement in accordance with Section 7.1 of this Agreement,neither Party shall have any further obligation hereunder except for (i) obligations occurring prior to the date of termination, (ii) obligations, promises or covenants contained herein which are expressly made to extend beyond the term of this Agreement, and(iii) professional obligations of Paladina Providers to transfer Member care to new providers designated by such Members. 7.4 Fees Due on Date of Termination. Any Fees due to Paladina on or before the date of termination as well as any remaining unpaid balance of the cost of acquisition and implementation of the clinic as described in Section 5.1,above,shall be paid by Client on or before the date of Termination. Paladina shall provide Client with at least thirty(30)days advance notice of any fees due under this Section 7.4. 8. Miscellaneous. 8.1 Paladina Indemnification. Paladina shall defend, indemnify and hold harmless Client, its subsidiaries and affiliates and each of their respective officers,directors,employees and agents ("Client Indemnified Parties") from and against any direct financial losses, including reasonable attorneys' fees, incurred by any Client Indemnified Party, to the extent arising out of or relating to Paladina's negligence or breach of its obligations set forth in this Agreement. 8.2 Client Indemnification. Client will defend, indemnify and hold harmless Paladina, its subsidiaries and affiliates and each of their officers, directors, members, managers, employees and agents ("Paladina Indemnified Parties") from and against any losses, including reasonable attorneys' fees, incurred by any Paladina Indemnified Party,to the extent arising out of or relating to Client's negligence or breach of its obligations set forth in this Agreement. 8.3 Status of the Parties. It is expressly acknowledged by the Parties hereto that Paladina and Client are "independent contractors"and nothing in this Agreement is intended nor shall be construed to create a partnership, joint venture relationship, or a lease or landlord-tenant relationship between Client and Paladina, or to allow Client to exercise control or direction over the manner or method by which Paladina, Paladina Physicians or Paladina Providers, provide the Paladina Services which are the subject matter of this Agreement. 8.4 Tax Status. The Parties agree that each shall be responsible for its own tax liabilities and specifically that (i) Paladina employees, Physicians and Providers will not be treated as employees of Client for state or Federal tax purposes, (ii) Client will not withhold on behalf of Paladina, or its Paladina employees, Physicians and Providers, any sums for income tax, unemployment insurance, Social Security or any other withholding pursuant to any law or requirement of any governmental body relating to Paladina Services, or make available to Paladina, its Paladina employees, Physicians and Providers any of the benefits afforded to the 13