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DocuSign Envelope ID: 0196401F-AD57-4F3A-BA4D-36650F82B203 Department shall not be obligated or liable hereunder to any person or entity other than the County. 22. The Department may, by written notice to the County, terminate this Agreement or suspend any or all of the Department's obligations under this Agreement for the County's failure to comply with applicable laws or the terms of this Agreement until such time as the event or condition resulting in such suspension has ceased or been corrected. a. If the Department terminates the Agreement, the Department shall notify the County of such termination in writing within thirty (30) days of the Department's determination to terminate the Agreement, with instructions as to the effective date of termination or to specify the stage of work at which the Agreement is to be terminated. b. The Parties to this Agreement may also terminate this Agreement when its continuation would not produce beneficial results commensurate with the further expenditure of funds. In this event, the Parties shall agree upon the termination conditions through mutual written agreement. C. If the Agreement is terminated before performance is completed, the County shall be paid only for that work satisfactorily performed for which costs can be substantiated. Such payment, however, may not exceed an amount which is the same percentage of the contract price as the amount of work satisfactorily completed is a percentage of the total work called for by this Agreement. d. Upon termination of this Agreement, the County shall, within thirty (30) days, refund to the Department any funds determined by the Department to have been expended in violation of this Agreement. 23. In no event shall the making by the Department of any payment to the County constitute or be construed as a waiver by the Department of any breach of covenant or any default which may then exist, on the part of the County, and the making of such payment by the Department while any such breach or default shall exist shall in no way impair or prejudice any right or remedy available to the Department with respect to such breach or default. 24. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Venue for any action arising under this Agreement shall be in Leon County, Florida. Any provision in this Agreement determined by a court of competent jurisdiction, or any other legally constituted body having jurisdiction, to be invalid or unenforceable shall be severable and the remainder of this Agreement shall remain in full force and effect, provided that the invalidated or unenforceable provision is not material to the intended operation of this Agreement. 25. The County affirms that it is aware of the provisions of Section 287.133(2)(a), Florida Statutes. A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to a public entity, may not be awarded or perform work as a contractor, supplier,