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ARTICLE II COMPENSATION AND METHOD OF PAYMENT Compensation to the Council shall be an amount of $ 30 , 500 . 00 The County will pay compensation at the end the Agreement period based on completion of activities identified in the Scope of Work (Attachment A) . The Council will be paid 100% of the total Agreement amount at the conclusion of the Agreement period . Payment procedures for this Agreement consist of a final invoice initiated by the Council to the County following the submission of all deliverables and completed pertinent activities listed therein within the scheduled timeframe . ARTICLE III INDEPENDENT CONTRACTOR The Council shall perform and render such work as an independent contractor and not as an agent, representative or employee of the County . Such work shall be performed in a proper manner, satisfactory to the County . ARTICLE IV CONTROLLING LAW / LIABILITY This Agreement is to be governed by the laws of the State of Florida. The Council will hold harmless the County against all claims of whatever nature arising out of the Council ' s performance of work under this Agreement with Indian River County to the extent allowed and required by law. The County shall hold harmless the Council against all claims of whatever nature arising out of the performance of work under this Agreement with the County to the extent allowed and required by law . ARTICLE V TERMINATION This Agreement may be terminated for any reason by either the County or the Council . In the event of termination, the Council shall be paid for services performed to the termination date , on a proportionate basis . Without waiving their rights to terminate this Agreement, the County may delay, withhold or adjust payments under this Agreement . And the Council may delay or withhold its services in an attempt by each party to give the other party an opportunity to fulfill its obligations or to correct any violation of this Agreement . ARTICLE VI ASSIGNS & THIRD PARTY CONTRACTS The Council and the County each binds itself and its partners , successors , executors , administrators , assigns and legal representative of such party , in respect to all covenants and obligations of this Agreement . Nothing herein shall be construed to give any rights hereunder to anyone other than the Council and the County . Indian River County 2 Continuity of Operations Plan Exercises 2010