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other performance goals are being achieved. A review shall be done for each function or activity in Attachment A to <br /> this Agreement, and reported in the quarterly report. <br /> In addition to reviews of audits conducted in accordance with paragraph (6) above, monitoring procedures <br /> may include, but not be limited to, on-site visits by Division staff, limited scope audits, and/or other procedures. <br /> The Recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the <br /> Division. In the event that the Division determines that a limited scope audit of the Recipient is appropriate, the <br /> Recipient agrees to comply with any additional instructions provided by the Division to the Recipient regarding such <br /> audit. The Recipient further agrees to comply and cooperate with any inspections, reviews, investigations or audits <br /> deemed necessary by the Florida Chief Financial Officer or Auditor General . In addition, the Division will monitor <br /> the performance and financial management by the Recipient throughout the contract term to ensure timely <br /> completion of all tasks. <br /> (9) LIABILITY <br /> (a) Unless Recipient is a State agency or subdivision, as defined in Section 768 .28 , Fla. Stat. , the <br /> Recipient is solely responsible to parties it deals with in carrying out the terms of this Agreement, and shall hold the <br /> Division harmless against all claims of whatever nature by third parties arising from the work performance under <br /> this Agreement. For purposes of this Agreement, Recipient agrees that it is not an employee or agent of the <br /> Division, but is an independent contractor. <br /> (b) Any Recipient which is a state agency or subdivision, as defined in Section 768 .28 , Fla. Stat. , <br /> agrees to be fully responsible for its negligent or tortious acts or omissions which result in claims or suits against the <br /> Division, and agrees to be liable for any damages proximately caused by the acts or omissions to the extent set forth <br /> in Section 768 .28, Fla. Stat. Nothing herein is intended to serve as a waiver of sovereign immunity by any Recipient <br /> to which sovereign immunity applies. Nothing herein shall be construed as consent by a state agency or subdivision <br /> of the State of Florida to be sued by third parties in any matter arising out of any contract. <br /> ( 10) DEFAULT . <br /> If any of the following events occur ( 'Events of Default" ), all obligations on the part of the <br /> Division to make further payment of funds shall, if the Division elects, terminate and the Division has the option to <br /> exercise any of its remedies set forth in Paragraph ( 11 ) . However, the Division may make payments or partial <br /> payments after any Events of Default without waiving the right to exercise such remedies, and without becoming <br /> liable to make any further payment: <br /> (a) If any warranty or representation made by the Recipient in this Agreement or any previous <br /> agreement with the Division is or becomes false or misleading in any respect, or if the Recipient fails to keep or <br /> perform any of the obligations, terms or covenants in this Agreement or any previous agreement with the Division <br /> and has not cured them in timely fashion, or is unable or unwilling to meet its obligations under this Agreement; <br /> (b) If material adverse changes occur in the financial condition of the Recipient at any time during <br /> the term of this Agreement and the Recipient fails to cure this adverse change within thirty days from the date <br /> written notice is sent by the Division. <br /> 5 <br />