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(12) TERMINATION. <br /> (a) The Division may terminate this Agreement for cause after thirty days written notice. Cause <br /> can include misuse of funds, fraud, lack of compliance with applicable rules, laws and regulations, failure to perform <br /> on time, and refusal by the Recipient to permit public access to any document, paper, letter, or other material <br /> subject to disclosure under Chapter 119, Fla. Stat., as amended. <br /> (b)The Division may terminate this Agreement for convenience or when it determines, in its sole <br /> discretion, that continuing the Agreement would not produce beneficial results in line with the further expenditure of <br /> funds, by providing the Recipient with thirty calendar days prior written notice. <br /> (c) The parties may agree to terminate this Agreement for their mutual convenience through a <br /> written amendment of this Agreement. The amendment will state the effective date of the termination and the <br /> procedures for proper closeout of the Agreement. <br /> (d) In the event that this Agreement is terminated, the Recipient will not incur new obligations for <br /> the terminated portion of the Agreement after the Recipient has received the notification of termination. The <br /> Recipient will cancel as many outstanding obligations as possible. Costs incurred after receipt of the termination <br /> notice will be disallowed. The Recipient shall not be relieved of liability to the Division because of any breach of <br /> Agreement by the Recipient. The Division may, to the extent authorized by law, withhold payments to the Recipient <br /> for the purpose of set-off until the exact amount of damages due the Division from the Recipient is determined. <br /> (13) NOTICE AND CONTACT. <br /> (a) All notices provided under or pursuant to this Agreement shall be in writing, either by hand <br /> delivery, or first class, certified mail, return receipt requested, to the representative named below, at the address <br /> below, and this notification attached to the original of this Agreement. <br /> (b) The name and address of the Division contract manager for this Agreement is: <br /> Teresa Warner <br /> Division of Emergency Management <br /> 2555 Shumard Oak Boulevard <br /> Tallahassee, Florida 32399-2100 <br /> Telephone: 850-922-1637 <br /> Fax: 850-488-7842 <br /> Email: teresa.warner(a)em.myflorida.com <br /> (c) The name and address of the Representative of the Recipient responsible for the <br /> administration of this Agreement is: <br /> John King <br /> IRC Dept. of Emerg. Srvcs. <br /> 422543 rAve. <br /> Vero Beach, FL 32967 <br /> Telephone: 772-567-2154 <br /> Fax: 772-567-9323 <br /> Email: 0king CcDircgov.com <br /> (d) In the event that different representatives or addresses are designated by either party after <br /> execution of this Agreement, notice of the name, title and address of the new representative will be provided as <br /> outlined in (13)(a) above. <br /> (14) SUBCONTRACTS <br /> If the Recipient subcontracts any of the work required under this Agreement, a copy of the unsigned <br /> subcontract must be forwarded to the Division for review and approval before it is executed by the Recipient. The <br /> Recipient agrees to include in the subcontract that(i) the subcontractor is bound by the terms of this Agreement, (ii) <br /> the subcontractor is bound by all applicable state and federal laws and regulations, and (iii) the subcontractor shall <br /> hold the Division and Recipient harmless against all claims of whatever nature arising out of the subcontractor's <br /> performance of work under this Agreement, to the extent allowed and required by law. The Recipient shall <br /> document in the quarterly financial report the subcontractor's progress in performing its work under this Agreement. <br /> For each subcontract, the Recipient shall provide a written statement to the Division as to whether that <br /> subcontractor is a minority business enterprise, as defined in Section 288.703, Fla. Stat. <br /> /�/� <br /> 5 <br />