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(b) Adjustment for Inflation. On or about January 1st of 2023 and each <br /> subsequent year during the Initial Term or any Renewal Term,the Monthly Fee shall be adjusted <br /> for inflation based on the rate of the medical component of the Consumer Price Index published <br /> by the United States Bureau of Labor Statistics for the statistical reporting region in which Decatur, <br /> Illinois is located. Paladina shall provide Client with a notice and an explanation of any such <br /> increase no later than September 30 for increases which are to take effect in the following year. <br /> (c) Performance Guarantees. Paladina agrees that the fees paid by Client for <br /> Paladina Services shall be adjusted as set forth in Exhibit I if Paladina does not meet the <br /> Performance Guarantees set forth in Exhibit I.Paladina agrees that Client may receive a fee credit <br /> to be applied to future invoices as a result of the Performance Guarantees. The total amount at <br /> risk for Performance Guarantees shall not exceed ten percent (10%) of the Monthly Services Fee <br /> (the "Total Amount At-Risk"). <br /> 5.3 Payment of Fees. Client shall pay the Fee prospectively on a quarterly basis, with <br /> payment occurring 30 days prior to the first day of each calendar quarter or portion thereof that <br /> Paladina is to provide Paladina Services. Paladina shall provide Client with an invoice of the <br /> payment due under this Section 5.3 at least 30 days prior to the date upon which such payment is <br /> due. Notwithstanding anything in this Agreement to the contrary, if any invoice(s) or portion(s) <br /> of invoice(s) are not disputed in writing by Client within one hundred eighty (180) days of the <br /> date of the invoice, Client irrevocably waives its right to later dispute such invoice. <br /> (a) Late Payments. Any amounts due to Paladina under this Article V that are <br /> not paid by the due date will be assessed a late fee of 1.25%per month that the amount remains <br /> unpaid. <br /> 5.4 Physician Replacement Costs. In the event that a Physician is terminated for Cause <br /> at any point during his/her tenure,then Paladina will assume 100%of the cost of obtaining interim <br /> physician services, recruiting a new physician, and training a Physician consistent with Section <br /> 3.11 of this Agreement(collectively,the"Physician Transition Costs"). If a Physician voluntarily <br /> terminates his/her employment at any time,Paladina will absorb 100%of all Physician Transition <br /> Costs. If a Paladina Physician or Provider is terminated without Good Cause during or after the <br /> Initial Term and upon the sole request of Client, then Client shall pay to Paladina the Physician <br /> Transition Costs and the cost of the Physician's or Provider's severance,which may not exceed an <br /> amount equal to 90 days' salary. <br /> 6. Shared Use and Access. <br /> 6.1 Sharing Arrangement. The Parties agree that other organizations may become <br /> Participating Groups at the Activate Clinic. <br /> 10 <br />