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e i 1 i (b) The Division may terminate this Agreement for convenience or when it determines, in its sole discretion, that continuing the Agreement would not produce beneficial results in tine with the further expenditure of funds, by providing the Recipient with thirty calendar days prior written notice. (c) The parties may agree to terminate this Agreement for their mutual convenience through a written amendment of this Agreement. The amendment will state the effective date of the termination and the procedures for proper closeout of the Agreement. (d) In the event that this Agreement is terminated, the Recipient will not incur new obligations for the terminated portion of the Agreement after the Recipient has received the notification of termination. The Recipient will cancel as many outstanding obligations as possible. Costs incurred after receipt of the termination notice will be disallowed The Recipient shall not be relieved of liability to the Division because of any breach of Agreement by the Recipient. The Division may, to the extent authorized by law, withhold payments to the Recipient for the purpose of set-off until the exact amount of damages due the Division from the Recipient is determined. (13) NOTICE AND CONTACT. (a) All notices provided under or pursuant to this Agreement shall be in writing, either by hand delivery, or first class, certified mail, return receipt requested, to the representative named below, at the address below, and this notification attached to the original of this Agreement. (b) The name and address of the Division contract manager for this Agreement is. Teresa A. Warner Florida Division of Emergency Management 2555 Shumard Oak Boulevard Tallahassee, Florida 32399-2100 Telephone. 850-922-1637 Fax: 850-488-7842 Email. Teresa.warner(&-em.mvflorida.com (c) The name and address of the Representative of the Recipient responsible for the administration of this Agreement is. John King, Director 4225 43rd Avenue Vero Beach, FL 32967-1671 Telephone: 772-567-2154 Fax: 772-567-9323 Email.jking@ircgov com (d) In the event that different representatives or addresses are designated by either party after execution of this Agreement, notice of the name, title and address of the new representative will be provided as outlined in (13)(a)above. (14) SUBCONTRACTS If the Recipient subcontracts any of the work required under this Agreement, a copy of the unsigned subcontract must be forwarded to the Division for review and approval before it is executed by the Recipient. The Recipient agrees to include in the subcontract that(i)the subcontractor is bound by the terms of this Agreement, (ii)the subcontractor is bound by all applicable state and federal laws and regulations, and (iii)the subcontractor shall hold the Division and Recipient harmless against all claims of whatever nature arising out of the subcontractor's performance of work under this Agreement, to the 6 72