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Nov 18 04 12433p Indian River Ceuntu 7 ? 2 - 770 - SASS p . 5 C, If any term or provision of this Agreement is found to be illegal and unenforceable, the remainder of the Agreement shall remain in full force and effect and such term or provision shall be deemed stricken , d . No delay or omission to exercise any right, power or remedy accruing to either party upon breach or default by either party under this Agreement shall impair any such right, Power or remedy of either party; nor shall such delay or omission be construed as a waiver of any Such breach or default, or any similar breach or default. e . This Agreement shall be terminated by the COUNTY because of failure of the GRANTEE to fulfill its obligations under this Agreement in a timely and satisfactory manner unless the GRANTEE demonstrates good cause as to why it cannot fulfril its obligations . Satisfaction of obligations by the GRANTEE shall be determined by the COUNTY based on the terms and conditions imposed on the GRANTEE in this Agreement and compliance with the GRANTEES program guidelines, The COUNTY shall provide GRANTEE a written notice of default letter_ GRANTEE shall have 15 calendar days to cure the default, if the default is not cured by the GRANTEE within the stated period, the COUNTY shall terminate this Agreement, unless the GRANTEE demonstrates good cause as to why it cannot cure the default within the prescribed time period . For purposes of this Agreement, "good cause " is defined as circumstances beyond the GRANTEE 's control , In the event of termination of this Agreement, the GRANTEE will be compensated for any work satisfactorily completed prior to the notification of termination . f• The Grantee shall make available at their office at reasonable times , such books , records, documents, and other evidence for inspection and audit by authorized County representatives for a minimum of five (5) years from the date of this Agreement or as otherwise longer required by Generally Accepted Accounting practices (GAAP), as such Information relates to County funding only, 9 � Surplus funds must be temporarily invested and the interest earned on such investments shall be returned to the COUNTY when remaining funds are returned pursuant to paragraph 111, 14h . h • Bills for services or expenses shall be maintained In detail sufficient for proper pre- audit and post�audit. 1 - The COUNTY shall not be liable to pay attorney fees , interest, late charges and service fees, or cost of collection related to the funding under this Agreement. j The COUNTY shall not assume any liability for the acts , omissions to act or negligence of the GRANTEE , its agents, servants or employees ; nor shall the GRANTEE exclude liability for Its own acts , omissions to act or negligence to the COUNTY. In addition , the GRANTEE hereby agrees to be responsible for any negligence, injury or damage resulting from any activities conducted by the GRANTEE . k. The GRANTEE shall be responsible for all work performed and all expenses incurred in connection with the funding under this Agreement. The GRANTEE may subcontract as necessary to perform the services set forth in this Agreement, including entering into subcontracts with vendors for services and commodities , PROVIDED THAT it is understood by the GRANTEE that the COUNTY shall not be liable to the Subcontractor for any expenses or liabilities incurred under the subcontract, and that the GRANTEE shall be solely liable to the Subcontractor for all expenses and liabilities incurred under the subcontract, I• Neither the County , nor its agents, officers or employees waives any defense of sovereign immunity, or increases the limits of its liability, upon entering into a contractual relationship . F;1Attnr`1WMcAC0urtsTVND1N(1 AGtM4ENT FOR MAL ATD rural ScrViCa.dor 4