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Risk Manager
<br />Indian River County BOCC
<br />1800 271s Street
<br />Vero Beach, FL 32960
<br />4.3.2 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 />4.3.3 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 />4.4 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 />4.5 Hold Harmless/Indemnification. TPA shall indemnify, hold harmless and defend IRC, its
<br />members, commissioners, officials, officers or employees from any and all claims, judgments, costs,
<br />and expenses including, but not limited to, reasonable attorney's fees, reasonable investigative and
<br />discovery costs, court costs and all other sums which IRC, its members, commissioners, officials,
<br />officers or employees may pay or become obligated to pay on account of any, all and every claim or
<br />demand, or assertion of liability, or any claim or action founded thereon, arising or alleged to have
<br />arisen out of the products, goods or services furnished by TPA, its agents, servants or employees; the
<br />equipment of TPA, its agents, servants or employees while such equipment is on premises owned or
<br />controlled by IRC; or the negligence or other culpability of TPA or the negligence or other culpability
<br />of TPA's agents when acting within the scope of their employment, whether such claims, judgments,
<br />costs and expenses be for damages, damage to property including IBC's property, and injury or death
<br />of any person whether employed by TPA, IRC or otherwise.
<br />TPA's obligation to hold harmless and defend an indemnitee with respect a claim, judgment, cost,
<br />or expense resulting from bodily injury, personal injury, or damage to tangible property, caused in
<br />whole or in part by TPA, its agents, servants or employees, shall apply whether or not the claim,
<br />judgment, cost, or expense is due to or caused in part by the negligence or other culpability of the
<br />indemnitee, excluding only the sole negligence or other sole culpability of the indemnitee.
<br />Any remedy provided to an indemnitee by this Section shall be in addition to and not in lieu of any
<br />other remedy available to the indemnitee under this Agreement or otherwise.
<br />This section will survive the termination of this Agreement regardless of the cause giving rise to
<br />such termination.
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