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in consideration shall be delivered by certified mail to: <br /> Risk Manager <br /> Indian River County BOCC <br /> 1800 27h Street <br /> Vero Beach, FL 32960 <br /> 4.4 Notice of Termination or Adverse Change. <br /> 4.4.1 Notice by TPA. TPA shall at give valid written notice to IRC at least one hundred <br /> and twenty(120)days prior to cancellation,non-renewal,or restriction of TPA's obligations <br /> under this Agreement. The written notice of cancellation, non-renewal, or restriction of <br /> TPA's obligations under this Agreement shall be delivered by certified mail to: <br /> Risk Manager <br /> Indian River County BOCC <br /> 1800 27b Street <br /> Vero Beach, FL 32960 <br /> 4.4.2 Notice by IRC. This Agreement may be canceled at any time at the request of IRC <br /> by giving prior written notice of 90 days to TPA. <br /> 4.4.3 Basis of Termination. In the event of termination of this Agreement for whatever <br /> reason, the earned fees shall be computed on a pro rata basis without penalty and TPA shall <br /> refund to IRC the excess of paid fees or other consideration that were received by TPA <br /> within thirty(30) days from the date of termination. <br /> 4.5 Agreement — Document Priority. In the event of a conflict among the following <br /> documents, the order of priority shall be as follows: <br /> (1) This Agreement <br /> (2) Documentation regarding negotiations for this Agreement <br /> 4.6 Hold Harmless/Indemnification. TPA shall indemnify,hold harmless and defend IRC,its <br /> members, officials, officers or employees from any and all claims,judgments, costs, and expenses <br /> including,but not limited to,reasonable attorney's fees,reasonable investigative and discovery costs, <br /> court costs and all other sums which IRC, its members, officials, officers or employees may pay or <br /> become obligated to pay on account of any, all and every claim or demand, or assertion of liability, <br /> or any claim or action founded thereon,arising or alleged to have arisen out of the products,goods or <br /> services furnished by TPA, its agents, servants or employees; the equipment of TPA, its agents, <br /> servants or employees while such equipment is on premises owned or controlled by IRC; or the <br /> negligence or other culpability of TPA or the negligence or other culpability of TPA's agents when <br /> acting within the scope of their employment,whether such claims,judgments,costs and expenses be <br /> for damages,damage to property including IRC's property,and injury or death of any person whether <br /> Page 3 <br />