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- A TRUE COPY - - - CERTIFICATION ON LAST PAGE J , R . SMITH , CLERK and conditions of this agreement . If any matter arising out of this Agreement becomes the subject of litigation, venue shall be in Leon County . c . If any term or provision of the agreement is found to be illegal and unenforceable, the remainder of the agreement shall remain in full force and effect and such term or provision shall be deemed stricken . d . No delay or omission to exercise any right, power, or remedy accruing to either party upon breach or default by either party under this Agreement shall impair any such right, power, or remedy of either party ; nor shall such delay or omission be construed as a waiver of any such breach or default, or any similar breach or default . e . This agreement shall be terminated by the DIVISION because of failure of the GRANTEE to fulfill its obligations under the agreement in a timely and satisfactory manner unless the GRANTEE demonstrates good cause as to why it cannot fulfill its obligations . Satisfaction of obligations by GRANTEE shall be determined by the DIVISION, based on the terms and conditions imposed on the GRANTEE in paragraphs I and III of this agreement and guidelines for the State Aid to Libraries Grant Program . The DIVISION shall provide GRANTEE a written notice of default letter . GRANTEE shall have 15 calendar days to cure the default . If the default is not cured by GRANTEE within the stated period, the DIVISION shall terminate this agreement, unless the GRANTEE demonstrates good cause as to why it cannot cure the default within the prescribed time period . For purposes of this agreement, " good cause " is defined as circumstances beyond the GRANTEE' s control . Notice shall be sufficient if it is delivered to the party personally or mailed to its specified address . In the event of termination of this agreement, the GRANTEE will be compensated for any work satisfactorily completed prior to notification of termination, if equitable . f. The DIVISION shall unilaterally cancel this agreement in the event that the GRANTEE refuses to allow public access to all documents or other materials made or received in regard to this agreement that are subject to the provisions of Chapter 119 , Florida Statutes . GRANTEE agrees to immediately contact the DIVISION for assistance in the event that it receives a public records request related to this agreement or the grant the it awards . g . The DIVISION shall not be liable to pay attorney fees , interest, late charges and service fees , or cost of collection related to the grant . h . The DIVISION shall not assume any liability for the acts, omissions to act or negligence of the GRANTEE , its agents , servants , or employees ; nor shall the GRANTEE exclude liability for its own acts, omissions to act, or negligence to the DIVISION . In addition, the GRANTEE hereby agrees to be responsible for any injury or property damage resulting from any activities conducted by the GRANTEE . i . The GRANTEE , other than a GRANTEE which is the State or agency or subdivision of the State , agrees to indemnify and hold the DIVISION harmless from and against any and all claims or demands for damages of any nature, including but not limited to personal injury, death, or damage to property , arising out of any activities performed under this agreement and shall investigate all claims at its own expense . j . The GRANTEE shall be responsible for all work performed and all expenses incurred in connection with the project. The GRANTEE may subcontract as necessary to perform the services set forth in this agreement, including entering into subcontracts with vendors for Page 4 of 6 State Aid to Libraries Grant Agreement Chapter 1 B -2 . 011 ( 2 ) ( a ) , Florida Administrative Code , Effective 4 - 10-2012