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A TRUE COPY <br />CERTI' 2CATION ON LAST PAGE <br />RYAN L. BUTLER, CLERK <br />D. The parties may agree to terminate this Agreement for their mutual convenience <br />through a written amendment of this Agreement. The amendment will state the <br />effective date of the termination and the procedures for proper closeout of the <br />Agreement. <br />E. In the event that this Agreement is terminated, the Recipient shall not incur new <br />obligations for the terminated portion of the Agreement after the Recipient has <br />received the notification of termination. <br />F. Upon notice of termination, the Recipient will cancel as many outstanding <br />obligations as possible. Costs incurred after the receipt of the termination notice <br />are disallowed. The Recipient shall not be relieved of liability to the Department <br />because of any breach of Agreement by the Recipient. The Department may, to <br />the extent authorized by law, withhold payments to the Recipient for the purpose <br />of set-off until the exact amount of damages due to the Department from the <br />Recipient, is determined exclusively by the Department <br />(21) RESULTING THIRD PARTY CONTRACT AND SUBCONTRACTS <br />A. The Recipient may contract with third parties to perform work in furtherance of <br />Recipient's PSAP Upgrade contract. The Recipient will be fully responsible for the <br />satisfactory completion of all work performed under any third -party Contract(s). <br />B. With the Recipient's approval, the Recipient's Contractor may subcontract work <br />performed in furtherance of the PSAP Upgrade contract, and the Recipient's <br />Contractor will be fully responsible for satisfactory completion of all subcontracted <br />work. <br />C. The Recipient agrees all Recipient contracts or subcontracts for which the State <br />Legislature is in any part a funding source shall contain language requiring <br />Contractor(s) or subcontractor(s) who are paid from funds provided under this <br />Agreement (i) to be bound by the terms of this Agreement; (ii) be bound by all <br />applicable State, and federal laws and regulations including, but not limited to, <br />section 215.971, F.S. and Rule 691-5.006(2), FAC; and (iii) hold the Department <br />and Recipient harmless against all claims of whatever nature arising out of the <br />performance of work under this Agreement, to the extent allowed and required by <br />law. <br />D. All Recipient contracts or subcontracts for which the State Legislature is in any part <br />a funding source shall contain language to provide for termination with reasonable <br />costs to be paid for eligible contract work completed prior to the date the notice of <br />suspension or termination was received by the Recipient. Any cost incurred after <br />a notice of suspension or termination is received by the Recipient may not be <br />funded with funds provided under this Agreement unless previously approved in <br />writing by the Department. All Recipient contracts and subcontracts shall contain <br />provisions for termination for cause or convenience and shall provide for the <br />method of payment in such event. <br />E. The Recipient shall document in its Quarterly Report, Attachment E, the Contractor <br />and/or subcontractor's progress in performing its work under this Agreement. For <br />each Contractor or subcontractor, the Recipient shall provide a written statement <br />DMS -P1-24-07-17 Page of 18 <br />