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4885-6196-2258, v. 3 <br /> <br />7. TERM OF AGREEMENT <br />Unless and until sooner terminated as provided below, EMSAR will provide the services detailed in this <br />Agreement for a term of thirty-six (36) months, beginning on the Commencement Date indicated below (the <br />“Initial Term”), and thereafter, the parties shall have the option to renew this Agreement by amendment for <br />successive one-year periods. <br />8. TERM AND TERMINATION <br />The Agreement shall commence on the date indicated on Page 1 of the Proposal and shall continue until EMSAR <br />ceases to provide Services or the Agreement is canceled by either party by giving a ninety (90) days prior written <br />notice of any such cancellation to the other party. If this Agreement is canceled during or before the expiration <br />date of the Agreement, County will owe for the months covered up to the cancellation date of the Agreement and <br />for any parts, labor, and travel charges, required to maintain Equipment, exceeding that already paid during the <br />Agreement. In the event County has pre-paid for the services hereunder, any unused amount as of the date of <br />cancellation shall be returned to the County on a pro-rata basis. <br />Prior to termination of this Agreement, EMSAR reserves the right to suspend any and all services under this <br />Agreement while Client is in default or breach of any terms of this Agreement. <br />9. PRICE GUARANTY AND AUTOMATIC ADJUSTMENTS <br />EMSAR agrees to hold firm the rates per item as set forth in the Proposal for the Initial Term. Each year <br />thereafter, such rates will automatically adjust to account for inflation and increases in costs-of-living. As such, <br />each annual adjustment will not exceed three percent (3%), without further action or approval by either party. <br />10. TERMS OF PAYMENT <br /> <br />Client agrees to pay EMSAR the annual amount set forth in the Proposal per annum for the Covered Services (the <br />“Annual Fee”), subject to adjustments pursuant to Sections 7 and 8 hereof, which payment for the initial year of <br />the Agreement will be due and payable in full at signing, and each subsequent yearly payment will be due and <br />payable at each anniversary of the date of this Agreement. The maximum amount payable under this Section 10 <br />for Covered Services over the term of this Agreement is not to exceed $10,000. <br />All quoted prices are exclusive of taxes, if applicable. <br />11. WARRANTY; LIMITATION OF LIABILITY <br />EMSAR warrants that its service will be free from defects in workmanship for thirty (30) days from the date of <br />service. Any parts will be covered by the manufacturer’s standard warranty. This limited warranty applies to <br />Covered Equipment used under normal and proper conditions and is void for any Gross Defects. Client’s sole <br />remedy under this warranty is limited to repair or replacement of the defective part. To make a claim under this <br />limited warranty, Client will promptly notify EMSAR. <br /> <br />EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, EMSAR MAKES NO OTHER <br />WARRANTIES, EITHER EXPRESSED OR IMPLIED. EMSAR MAKES NO IMPLIED WARRANTIES OF <br />MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL EMSAR BE <br />LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES SUSTAINED IN <br />CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF EMSAR’S SERVICES OR PARTS. <br /> <br />In no event will the aggregate liability of EMSAR, whether under contract, tort, or otherwise, exceed the <br />aggregate Annual Fees actually received by EMSAR under this Agreement. <br />12. INDEMNITY <br />DocuSign Envelope ID: 13C619D3-FFCF-4509-91E9-A76BEA1CDEA4