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1 <br /> ARTICLE II <br /> COMPENSATION AND METHOD OF PAYMENT <br /> Compensation to the TCRPC shall be an amount of $ 42 , 000 . 00 <br /> The County will pay compensation to the TCRPC upon receiving an invoice on a quarterly <br /> reporting period based on completion of activities identified in the Scope of Work (Attachment <br /> A) . Payment procedures for this Agreement consist of a. quarterly invoice initiated by the <br /> TCRPC to the County following the submission of deliverables within the scheduled time frame <br /> for Phase I of the PDRP . <br /> ARTICLE III <br /> INDEPENDENT CONTRACTOR <br /> The TCRPC shall perform and render such work as an independent contractor and not as an <br /> agent, representative or employee of the County . Such work shall be performed in a proper <br /> manner, satisfactory to the County and those departments/divisions participating in the <br /> development of the PDRP . <br /> ARTICLE IV <br /> CONTROLLING LAW / LIABILITY <br /> This Agreement is to be governed by the laws of the State of Florida. The TCRPC will hold <br /> harmless the County against all claims of whatever nature arising out of the TCRPC ' s <br /> performance of work under this Agreement with Indian River County to the extent allowed and <br /> required by law. The County shall hold harmless the TCRPC against all claims of whatever <br /> nature arising out of the performance of work under this Agreement with the County to the <br /> extent allowed and required by law. <br /> ARTICLE V <br /> TERMINATION <br /> This Agreement may be terminated for any reason. by either the County or the TCRPC . In the <br /> event of termination, the TCRPC shall be paid for services performed to the termination date , on <br /> a proportionate basis . Without waiving their rights to terminate this Agreement, the County may <br /> delay, withhold or adjust payments under this Agreement ; and the TCRPC may delay or <br /> withhold its services in an attempt by each party to give the other party an opportunity to fulfill <br /> its obligations or to correct any violation of this Agreement. <br /> ARTICLE VI <br /> ASSIGNS & THIRD PARTY CONTRACTS <br /> The TCRPC and the County each binds itself and its partners , successors , executors , <br /> administrators , assigns and legal representative of such party , in respect to all covenants and <br /> obligations of this Agreement. Nothing herein shall be construed to give any rights hereunder to <br /> anyone other than the TCRPC and the County . <br /> 2 <br />