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A TRUE COPY <br />1,3ERTIFICATION ON LAST PAGE <br />J.R. SMITH. CLERK <br />See Attachment B. <br />ARTICLE 3 - COMPENSATION OF BROKER <br />ARTICLE 4 — GENERAL CONDITIONS <br />4.1 Scope of Services. <br />See Attachment A. <br />4.2 Notice of Termination or Adverse Change. <br />4.2.1 Notice by BROKER. BROKER shall give valid written notice to COUNTY at least one <br />hundred and eighty (180) days prior to cancellation, non -renewal, or restriction of BROKER's <br />obligations under this Agreement. The written notice of cancellation, non -renewal, or restriction of <br />BROKER's obligations under this Agreement shall be delivered by certified mail to: <br />Risk Manager <br />Indian River County Board of County Commissioners <br />1800 27th Street <br />Vero Beach, FL 32960 <br />4.2.2 Notice by COUNTY. This Agreement may be canceled at any time at the request of <br />COUNTY with thirty (30) days prior written notice to BROKER stating when thereafter cancellation <br />is to be effective. <br />4.2.3 Basis of Termination. In the event of termination of this Agreement for whatever reason, <br />the earned fees shall be computed on a pro rata basis without penalty and BROKER shall refund to <br />COUNTY the excess of paid fees or other consideration that were received by BROKER within <br />thirty (30) days from the date of termination. <br />4.3 Agreement — Document Priority. In the event of a conflict among the terms of this <br />Agreement, and the Submittal and the RFQ, the order of priority in determining the intent of the <br />parties shall be as follows: <br />(1) This Agreement <br />(2) RFP and Proposal <br />(3) RFQ and Submittal <br />Page 2 of 9 <br />