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The Council shall commence and complete the project with all practical dispatch and in <br /> accordance with the provisions herein . <br /> ARTICLE II <br /> COMPENSATION AND METHOD OF PAYMENT <br /> Compensation to the Council shall be an amount of $25 , 000 . 00 <br /> The County will pay compensation at the end the Agreement period based on completion of <br /> activities identified in the Scope of Work (Attachment A) . The Council will be paid 100 % <br /> of the total Agreement amount at the conclusion of the Agreement period . Payment <br /> procedures for this Agreement consist of a final invoice initiated by the Council to the <br /> County following the submission of all deliverables and completed pertinent activities listed <br /> therein within the scheduled time frame , and a determination by the Indian River County <br /> Emergency Management Division that a final updated and revised COOP has been approved <br /> and received . <br /> ARTICLE III <br /> INDEPENDENT CONTRACTOR <br /> The Council shall perform and render such work as an independent contractor and not as an <br /> agent, representative or employee of the County . Such work shall be performed in a proper <br /> manner, satisfactory to the County . <br /> ARTICLE IV <br /> CONTROLLING LAW / LIABILITY <br /> This Agreement is to be governed by the laws of the State of Florida. The Council will hold <br /> harmless the County against all claims of whatever nature arising out of the Council ' s <br /> performance of work under this Agreement with Indian River County to the extent allowed <br /> and required by law. The County shall hold harmless the Council against all claims of <br /> whatever nature arising out of the performance of work under this Agreement with the <br /> County to the extent allowed and required by law. <br /> ARTICLE V <br /> TERMINATION <br /> This Agreement may be terminated for any reason by either the County or the Council . In <br /> the event of termination, the Council shall be paid for services performed to the termination <br /> date , on a proportionate basis . Without waiving their rights to terminate this Agreement, the <br /> County may delay , withhold or adjust payments under this Agreement . And the Council <br /> may delay or withhold its services in an attempt by each party to give the other party <br />an <br /> opportunity to fulfill its obligations or to correct any violation of this Agreement . <br /> 2 <br />