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( 12) Liability. (a) Unless Subrecipient is a State agency or subdivision, as defined in Section 768 .28 , Florida Statutes, Subrecipient shall be solely responsible to parties with whom it shall deal in carrying out the terms of this Agreement, and shall hold Department and SAA harmless against all claims of whatever nature by third parties arising out of the performance of work under this Agreement . For purposes of this Agreement, Subrecipient agrees that it is not an employee or agent of Department or the SAA, but is an independent Subrecipient. (b) If Subrecipient is a state agency or subdivision, as defined in Section 768 . 28 , Florida Statutes, Subrecipient agrees to be fully responsible to the extent provided by Section 768 . 28 , Florida Statutes, for its negligent acts or omissions or tortuous acts which result in claims or suits against Department or SAA, and agrees to be liable for any damages proximately caused by said acts or omissions . Nothing herein is intended to serve as a waiver of sovereign immunity by Department or any Subrecipient 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 or Agreement . ( 13 ) Default . If any of the following events occur ( "Events of Default") , all obligations on the part of Department to make any further payment of funds hereunder shall, if Department so elects , terminate and Department may, at its option, exercise any of its remedies set forth in paragraph fourteen ( 14) , but Department may make any payments or parts of payments after the happening of any Events of Default without thereby waiving the right to exercise such remedies, and without becoming liable to make any further payment : (a) If any warranty or representation made by Subrecipient in this Agreement or any previous Agreement with Department shall at. any time be false or misleading in any respect, or if Subrecipient shall fail to keep , observe or perform any of the obligations, terms or covenants contained in this Agreement or any previous agreement with Department and has not cured such in timely fashion, or is unable or unwilling to meet its obligations there under; (b) If any material adverse change shall occur in the financial condition of Subrecipient at any time during the term of this Agreement, and Subrecipient fails to cure said material adverse change within 30 days from the time the date written notice is sent by Department ; (c) If any reports required by this Agreement have not been submitted to Department or have been submitted with incorrect , incomplete or insufficient information, or (d) If Subrecipient has failed to perform and complete in timely fashion any of its obligations under this Agreement. ( 14) Remedies . Upon the happening of an Event of Default, then Department may, at its option, upon thirty (30) calendar day ' s prior written notice to Subrecipient and upon the Subrecipient's failure to cure within said thirty (30) day period, exercise any one or more of the following remedies , either concurrently or consecutively: (a) Terminate this Agreement, provided that Subrecipient is given at least thirty (30) days prior written notice of such termination. The notice shall be effective when placed in the 8