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c. Withhold or suspend payment of all or any part of a request for payment; d. Require that the Subrecipient refund to the Recipient any monies used for ineligible purposes under the laws, rules and regulations governing the use of these funds. e. Exercise any corrective or remedial actions, to include but not be limited to: i. request additional information from the Subrecipient to determine the reasons for or the extent of non-compliance or lack of performance, ii. issue a written warning to advise that more serious measures may be taken if the situation is not corrected, iii. advise the Subrecipient to suspend, discontinue or refrain from incurring costs for any activities in question, or iv. require the Subrecipient to reimburse the Recipient for the amount of costs incurred for any items determined to be ineligible, or f. Exercise any other rights or remedies which may be available under law. Pursuing any of the above remedies will not stop the Recipient from pursuing any other remedies in this Agreement or provided at law or in equity. If the Recipient waives any right or remedy in this Agreement or fails to insist on strict performance by the Subrecipient, it will not affect,extend or waive any other right or remedy of the Recipient,or affect the later exercise of the same right or remedy by the Recipient for any other default by the Subrecipient. (16)TERMINATION a. The Recipient 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 Subrecipient to permit public access to any document, paper, letter, or other material subject to disclosure under Chapter 119, Florida Recipient of Emergency Management Statutes, as amended. b. The Recipient 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 Subrecipient with thirty (30) 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 this Agreement. d. In the event this Agreement is terminated, the Subrecipient will not incur new obligations for the terminated portion of this Agreement after they have received the notification of termination. The Subrecipient will cancel as many outstanding obligations as possible. Costs incurred after receipt of the termination notice will be disallowed. The Subrecipient will not be relieved of liability to the Recipient because of any breach of this Agreement by the Subrecipient.The Recipient may,to the extent authorized by law,withhold payments to the Subrecipient for the purpose of set-off until the exact amount of damages due the Recipient from the Subrecipient is determined. (17)ATTACHEMENTS a. All attachments to this Agreement are incorporated as if set out fully. b. In the event of any inconsistencies or conflict between the language of this Agreement and the attachments, the language of the attachments will control, but only to the extent of the conflict or inconsistency. (18) PAYMENTS a. The Recipient will make eligible reimbursements to Subrecipient up to$80,280.00. (19) REPAYMENTS a. All refunds, return of improper payments, or repayments due to the Recipient under this Agreement are to be made payable to the order of "Indian River County," and mailed directly to the following address: 1801 27th Street Vero Beach, Florida 32960