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8 <br />6.1 Fees. CLIENT shall pay to UNCHCS the fees and expenses set forth in Exhibit A. <br />The maximum amount payable under this Agreement is one hundred twenty-seven <br />thousand and three hundred sixty-one dollars ($127,361.00). This amount may not <br />be exceeded without a written amendment duly executed by authorized <br />representatives of both parties. Neither the fees charged to CLIENT under this <br />agreement nor CLIENT's eligibility to enter into this agreement were determined in <br />a manner that takes into account the volume or value of referrals or other business <br />generated between the parties. Except as otherwise set forth in Exhibit A, all <br />invoices shall be due upon receipt. <br />6.2 Late Payments. All payments not made within thirty (30) days after they become <br />due shall be subject to late charges of the lesser of (i) one and one-half percent <br />(1.5%) per month of the overdue amount or (ii) the maximum amount permitted <br />under applicable law. In addition to any other remedies that may be available, <br />UNCHCS may suspend access to the EMR System in the event that payment <br />remains outstanding for more than fifteen (15) days after written notification to the <br />CLIENT. <br />6.3 Fee Increases. UNCHCS reserves the right to increase the pricing under this <br />Agreement on the terms set forth herein and in the Exhibits attached hereto to <br />reflect any additional fees and charges imposed by Epic or any original equipment <br />manufacturer in connection with CLIENT’s access to and use of the EMR System <br />or the Client Equipment and/or to reflect any increased costs borne by UNCHCS in <br />connection with the provision of the Services. UNCHCS shall provide supporting <br />documentation for any increases made in respect of fees or charges imposed by <br />Epic or any original equipment manufacturer upon CLIENT’s written request. Any <br />increase in this pricing under this Agreement must be memorialized in a written <br />amendment duly executed by authorized representatives of both parties. <br />7. Term; Termination. <br />7.1 Initial Term; Renewal. The term of this Agreement shall commence on the <br />Effective Date and shall continue for an initial term of three (3) years (the “Initial <br />Term”), unless sooner terminated in accordance with the provisions hereof. At the <br />conclusion of the Initial Term and any Renewal Term, UNCHCS and CLIENT may <br />mutually agree to renew this Agreement for an additional and consecutive renewal <br />term of one (1) year (each a “Renewal Term”), on the terms set forth herein. Any <br />such decision to renew this Agreement must be set forth in a written agreement <br />signed by an authorized representative of each party. No later than six (6) months <br />prior to the expiration of the Initial Term or any Renewal Term, the parties shall <br />meet in person or by phone to discuss such potential renewal. The Initial Term and <br />any and all Renewal Terms are referred to collectively herein as the “term” of this <br />Agreement. <br />7.2 Termination By Either Party. Either party may terminate this Agreement: <br />10