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EMS QUALITY AND ACCESS AGREEMENT <br />such right, power or remedy or be construed to be a waiver of or an acquiescence to any breach <br />or default. A waiver by either party of any breach or default hereunder shall not constitute a <br />waiver of any subsequent breach or default. <br />4.5 Authorization for Aueement. The execution and performance of this <br />Agreement by PRMC and the City have been duly authorized by all necessary laws, resolutions <br />and entity action, and this Agreement constitutes the valid and enforceable obligations of PRMC <br />and the City in accordance with its terms. <br />4.6 Amendments. Any amendments to this Agreement will be effective only <br />if in writing and signed by PRMC and City. <br />4.7 Entire Agreement. This Agreement constitutes the entire agreement of <br />the parties with respect to the subject matter hereof. <br />4.8 Headings. The headings of the Sections and Articles of this Agreement <br />are inserted for convenience of reference only and shall not in any manner affect the construction <br />or meaning of anything herein contained or govern the rights or liabilities of the parties hereto. <br />4.9 Notices. All notices, requests and communications required or permitted <br />hereunder shall be in writing and shall be sufficiently given and deemed to have been received <br />upon personal delivery or delivery by overnight courier or, if mailed, upon the first to occur of <br />actual receipt or seventy-two (72) hours after being placed in the United States mail, postage <br />prepaid, registered or certified mail, receipt requested, addressed to the parties at the addresses <br />set forth on the signature pages. Notice of a change in address of one of the parties shall be <br />given in writing to the other party as provided above, but shall be effective only upon actual <br />receipt. <br />4.10 Dutv to Cooperate. The parties acknowledge that the parties' mutual <br />cooperation is critical to the ability of the parties to perform their duties hereunder successfully <br />and efficiently. Accordingly, each party agrees to cooperate with the other fully in formulating <br />and implementing goals and objectives which are in the best interests of the City and PRMC. <br />4.11 Counterparts. This Agreement may be executed in exact counterparts <br />and when so executed by the parties shall be effective in accordance with the terms hereof. <br />4424567.5 5 <br />- 99 <br />