18-APPROVE RESOLUTION AUTHORIZING EXECUTION OF AGREEMENT WITH ESSENT PRMC FOR ASSISTIVE SERVICES

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EMS QUALITY AND ACCESS AGREEMENT ARTICLE III TERM AND TERMINATION 31 Term. The term of this Agreement will be twelve (12) months and shall begin on , 2012 and end on 2013 ("Initial Term") unless sooner terminated in accordance with the provisions of this Agreement; provided, however, that this Agreement shall automatically renew at the end of the Initial Term for successive terms of one (1) year (each a"Renewal Term"), unless either party provides written notice of termination to the other party as set forth in Section 3.2 below. 3.2 Termination Without Cause. Either party may terminate this Agreement without cause by giving the other party thirty (30) days advance written notice. 3.3 Immediate Termination. Either Party may terminate this Agreement immediately in the event the other Party fails to remove an excluded individual as required by Section 1.4. ARTICLE V MISCELLANEOUS 41 Severability. Each provision of this Agreement is intended to be severable. If any term or provision of this Agreement shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Ageement and shall not affect the validity of the remainder of this Agreement. 4.2 Governing Law. The interpretation and enforcement of this Agreement will be governed by the laws of the State of Texas, without regard to any conflicts of law provisions contained therein. 4.3 Force Maieure. The parties shall be excused for failures and delays in the performance of their respective obligations under this Agreement due to any cause beyond the control and without the fault of such party, including without limitation, any act of God, war, terrorism, riot or insurrection, law or regulation, strike, flood, fire, explosion or inability due to any of the aforementioned causes to obtain necessary labor, materials or facilities. This provision shall not, however, release such party from using its best efforts to avoid or remove such cause and such party shall continue performance hereunder with the utmost dispatch whenever such causes are removed. Upon claiming any such excuse or delay for non- performance, such party shall give prompt written notice thereof to the other party, provided that failure to give such notice shall not in any way limit the operation of this provision. 4.4 Remedies; No Waiver. All rights, powers and remedies granted to either party by any particular term of this Agreement are in addition to, and not in limitation of, any rights, powers or remedies which it has under any other term of this Agreement, at common law, in equity, by statute, or otherwise. All such rights powers and remedies may be exercised separately or concurrently, in such order and as often as may be deemed expedient by either party. No delay or omission by either party to exercise any right, power or remedy shall impair 4424567.5 4 no