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a limited audit of the Recipient is appropriate , the Recipient agrees to comply with any additional instructions provided by the Division to the Recipient regarding such audit . The Recipient further agrees to comply and cooperate with any inspections , reviews , investigations or audits deemed necessary by the Florida Chief Financial Officer or Auditor General . In addition , the Division will monitor the performance and financial management by the Recipient throughout the contract term to ensure timely completion of all tasks . (9) LIABILITY (a ) Unless Recipient is a State agency or subdivision , as defined in Section 768 . 28 , Fla . Stat . , the Recipient is solely responsible to parties it deals with in carrying out the terms of this Agreement, and shall hold the Division harmless against all claims of whatever nature by third parties arising from the work performance under this Agreement . For purposes of this Agreement , Recipient agrees that it is not an employee or agent of the Division , but is an independent contractor . ( b) Any Recipient which is a state agency or subdivision , as defined in Section 768 . 28 , Fla . Stat. , agrees to be fully responsible for its negligent or tortious acts or omissions which result in claims or suits against the Division , and agrees to be liable for any damages proximately caused by the acts or omissions to the extent set forth in Section 768 . 28 , Fla . Stat . Nothing herein is intended to serve as a waiver of sovereign immunity by any Recipient to which sovereign immunity applies . Nothing herein shall be construed as consent by a state agency or subdivision of the State of Florida to be sued by third parties in any matter arising out of any contract. ( 10 ) DEFAULT . If any of the following events occur (" Events of Default" ) , all obligations on the part of the Division to make further payment of funds shall , if the Division elects , terminate and the Division has the option to exercise any of its remedies set forth in Paragraph ( 1. 1 ) . However, the Division may make payments or partial payments after any Events of Default without waiving the right to exercise such remedies , and without becoming liable to make any further payment: (a) If any warranty or representation made by the Recipient in this Agreement or any previous agreement with the Division is or becomes false or misleading in any respect, or if the Recipient fails to keep or perform any of the obligations , terms or covenants in this Agreement or any previous agreement with the Division and has not cured them in timely fashion , or is unable or unwilling to meet its obligations under this Agreement; ( b) If material adverse changes occur in the financial condition of the Recipient at any time during the term of this Agreement and the Recipient fails to cure this adverse change within thirty days from the date written notice is sent by the Division . (c) If any reports required by this Agreement have not been submitted to the Division or have been submitted with incorrect, incomplete or insufficient information ; (d ) If the Recipient has failed to perform and complete on time any of its obligations under this Agreement . ( 11 ) REMEDIES . If an Event of Default occurs , then the Division shall , after thirty calendar days written notice to the Recipient and upon the Recipient' s failure to cure within those thirty days , exercise any one or more of the following remedies , either concurrently or consecutively: (a ) Terminate this Agreement , provided that the Recipient is given at least thirty days prior written notice of the termination . The notice shall be effective when placed in the United States , first class mail , postage prepaid , by registered or certified mail-return receipt requested , to the address in paragraph ( 13 ) herein ; ( b ) Begin an appropriate legal or equitable action to enforce performance of this Agreement; (c) Withhold or suspend payment of all or any part of a request for payment ; (d ) Require that the Recipient refund to the Division 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 : 4