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A TRUE COPY CERTIFICATION ON LAST PAGE J.R. SMITH, CLERK 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. (17) TERMINATION a. The Division may terminate this Agreement for cause after thirty (30) 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 (30) 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. (18) PROCUREMENT a. The Sub -Recipient shall ensure that any procurement involving funds authorized by the Agreement complies with all applicable Federal and State laws and regulations, to include 2 C.F.R. §§200.318 through 200.326 as well as Appendix II to 2 C.F.R. Part 200 (entitled "Contract Provisions for Non -Federal Entity Contracts Under Federal Awards"). Additional requirements, guidance, templates and checklists regarding procurement may be obtained through the FEMA Procurement Disaster Assistance Team. Resources found here: https://www.fema.gov/procurement-disaster-assistance-team b. If the Sub -Recipient contracts with any contractor or vendor for performance of any portion of the work required under this Agreement, the Sub -Recipient must incorporate into its contract with such contractor or vendor an indemnification clause holding the Federal Government, its employees and/or their contractors, the Division, its employees and/or their contractors, and the Sub -Recipient and its 15