Agenda Cover Memorandum for 02/ - City of West Palm Beach

in writing; or
a. Whenever the City and First Onsite shall mutually agree to the termination
b. Except as provided elsewhere in this Agreement, with cause by either party
upon the default by the other party of any term, covenant or condition of this Agreement, where
such default continues for a period of ten (10) business days after the defaulting party receives
written notice thereof from the other party specifying the existence of such default; or
c. At any time and without liability and for any or no reason, or for its
convenience, by the City upon at least ninety (90) days prior written notice to First Onsite; or
d. After one (1) year from the Opening Date, by First Onsite upon at least one
hundred eighty (180) days prior written notice to the City; or
e. Upon the filing of voluntary or involuntary bankruptcy by either the City or
First Onsite; or
f. Upon First Onsite’s loss of license, accreditation or certification.
4.3 Effect of Termination. The City agrees to reimburse First Onsite for any Services
satisfactorily provided as of the date of termination, even if payment is not due until after
termination.
4.4 Non-Competition. In the event of termination of this Agreement by the City, for
a period of one (1) year after termination, the City shall not use the onsite professional
healthcare services of any Medical Professional provided by First Onsite to the City during the
Term without First Onsite’s prior written consent.
SECTION 5. Management Fee and Reimbursable Expenses.
5.1 Management Fee. In consideration of the satisfactory performance of the
Services by First Onsite, and the performance of all of its other duties and obligations as set
forth in this Agreement, the City shall pay First Onsite an annual management fee equal to the
lesser of (a) One Hundred Thirty One Thousand Forty Dollars ($131,040.00) or (b) twenty
percent (20%) of the salary, wages and benefits for the Personnel (“Management Fee”). In the
event additional personnel are approved by the City for the Clinic and the total cost of the
salary, wages and benefits for the Personnel exceed $655,200.00, the calculation of the
Management Fee shall be adjusted accordingly. The obligation to pay the Fee shall commence
upon the Delivery Date and shall be prorated for partial months. The City shall have no
obligation to pay any fees to First Onsite for any period of time prior to the Delivery Date.
Notwithstanding the foregoing, the Management Fee shall not apply to any severances payable
to Personnel or travel or training expenses for Personnel. Except for the Reimbursable Expenses
set forth below, the Management Fee set forth herein shall be the sole compensation paid to
First Onsite in connection with the delivery of the Services.
5.2 Reimbursable Expenses. The City shall reimburse First Onsite for
a. salary, wages and Benefits for Personnel;
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