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4.2.1 Notice by BROKER. BROKER shall give valid written notice to COUNTY at least one hundred and eighty (180) days prior to cancellation, non renewal, or restriction of BROKER's obligations under this Agreement. The written notice of cancellation, non renewal, or restriction of BROKER's obligations under this Agreement shall be delivered by certified mail to: Risk Manager Indian River County Board of County Commissioners 1800 27th Street Vero Beach, FL 32960 4.2.2 Notice by COUNTY. This Agreement may be canceled at any time at the request of COUNTY with thirty (30) days prior written notice to BROKER stating when thereafter cancellation is to be effective. 4.2.3 Refund of Fees After Termination. In the event of termination of this Agreement for whatever reason, the earned fees shall be computed on a pro rata basis without penalty and BROKER shall refund to COUNTY the excess of paid fees or other consideration that were received by BROKER within thirty (30) days from the date of termination. 4.2.4 TERMINIATION IN REGARDS TO F.S. 287.135: TERMINATION IN REGARDS TO F.S. 287.135: BROKER certifies that it and those related entities of BROKER as defined by Florida law are not on the Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725 of the Florida Statutes, and are not engaged in a boycott of Israel. In addition, if this agreement is for goods or services of one million dollars or more, BROKER certifies that it and those related entities of BROKER as defined by Florida law are not on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, created pursuant to Section 215.473 of the Florida Statutes and are not engaged in business operations in Cuba or Syria. COUNTY may terminate this Contract if BROKER is found to have submitted a false certification as provided under section 287.135(5), Florida Statutes, been placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, as defined by section 287.135, Florida Statutes. COUNTY may terminate this Contract if BROKER, including all wholly owned subsidiaries, majority-owned subsidiaries, and parent companies that exist for the purpose of making profit, is found to have been placed on the Scrutinized Companies that Boycott Israel List or is engaged in a boycott of Israel as set forth in section 215.4725, Florida Statutes. 4.3 Agreement — Document Priority. In the event of a conflict among the terms of this Agreement, the RFP and BROKER's responses to the RFP and RFS, this agreement shall prevail. 4.4 Hold Harmless/Indemnification. 4.4.1 BROKER agrees to indemnify, hold harmless and defend COUNTY, its agents, officers, elected officials, and employees from any and all claims, judgments, costs, and expenses including, but not limited to, reasonable attorney's fees, reasonable investigative and discovery costs, court costs and all other sums which COUNTY, their agents, officers, elected officials and employees may pay or become obligated to pay on account of any, all and every claim or demand, or assertion of liability, or any claim