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F. Exercise any other rights or remedies which may be available under law. Pursuing any of the above remedies will not stop the Division from pursuing any other remedies in this Agreement or provided at law or in equity. If the Division waives any right or remedy in this Agreement or fails to insist on strict performance by the Sub -Recipient, it will not affect, extend or waive any other right or remedy of the Division, or affect the later exercise of the same right or remedy by the Division for any other default by the Sub -Recipient. 19. TERMINATION. A. The Division may terminate this Agreement for cause after thirty days written notice. Cause can include misuse of funds, fraud, lack of compliance with applicable rules, laws and regulations, failure to perform on time, and refusal by the Sub -Recipient to permit public access to any document, paper, letter, or other material subject to disclosure under Chapter 119, Florida Statutes, as amended. 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 line with the further expenditure of funds, by providing the Sub -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 Sub -Recipient will not incur new obligations for the terminated portion of the Agreement after the Sub -Recipient has received the notification of termination. The Sub -Recipient will cancel as many outstanding obligations as possible. Costs incurred after receipt of the termination notice will be disallowed. The Sub -Recipient shall not be relieved of liability to the Division because of any breach of Agreement by the Sub -Recipient. The Division may, to the extent authorized by law, withhold payments to the Sub -Recipient for the purpose of set-off until the exact amount of damages due the Division from the Sub -Recipient is determined. 20. LIABILITY A. Unless Sub -Recipient is a State agency or subdivision, as defined in section 768.28(2), Florida Statutes, the Sub -Recipient is solely responsible to parties it deals with in carrying out the terms of this Agreement; as authorized by section 768.28(19), Florida Statutes, Sub -Recipient shall hold the Division harmless against all claims of whatever nature by third parties arising from the work performance under this Agreement. For purposes of this Agreement, Sub -Recipient agrees that it is not an employee or agent of the Division, but is an independent contractor. B. As required by section 768.28(19), Florida Statutes, any Sub -Recipient which is a state agency or subdivision, as defined in section 768.28(2), Florida Statutes, agrees to be fully responsible for its negligent or tortious acts or omissions which result in claims or suits against the Division, and agrees to be liable for any damages proximately caused by the acts or omissions to the extent set forth in Section 768.28, Florida Statutes. Nothing herein is intended to serve as a waiver of 17