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in consideration shall be delivered by certified mail to: <br />Risk Manager <br />Indian River County BOCC <br />1800 27th 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 27th 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 ofpaid fees or other consideration that were received by TPA within <br />thirty (30) days from the date of termination. <br />4.5 Agreement — Document Priority. In the event of a conflict among the following documents, <br />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, or <br />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 />89 <br />