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(9) Liability (NOTE. If the Recipient is a state agency or subdivision, as defined in section 768.28(2), Florida Statutes (F.S), pursuant to section 76828(19), F.S, neither Party indemnifies nor insures or assumes any liability for the other Party for the other Party's negligence.) (a) The Recipient is solely responsible to parties it deals with in carrying out the terms of this Agreement,and shall hold DEO harmless against all claims of whatever nature by third parties arising from the work and services performed under this Agreement. For purposes of this Agreement, the Recipient agrees that it is not an employee or agent of DEO, but is an independent contractor. (b) Any recipient which is a state agency or subdivision, as defined in section 768.28, F.S.,agrees to be fully responsible for its negligent or tortious acts or onussions which result in claims or suits against DEO,and agrees to be liable for any damages proximately caused by the acts or orrussions to the extent set forth in section 76828, F.S. i 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 agreement, subrecipient agreement, contract,or subcontract. (10) Events of Default If any of the following events occur("Events of Default"), all obligations on the part of DEO to make further payment of funds shall,if DEO elects, terminate and DEO has the option to exercise any of its remedies allowable by law and/or set forth in Paragraph (11) Remedies, below. However,DEO 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 m this Agreement or any previous agreement with DEO is or becomes false or misleading in any respect, or if the Recipient fails to keep or perform any of the obhgations, terms or covenants in this Agreement or any previous agreement with DEO 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 (30) calendar days from the date written notice is sent by DEO. (c) If any reports required by this Agreement have not been submitted to DEO or have been subrrutted with incorrect,incomplete or insufficient information; (d) If the Recipient has failed to perform and complete in timely fashion any of its obligations under this Agreement. I (11) Remedies If an Event of Default occurs, then DEO may, upon thirty (30) calendar days written notice to the Recipient and upon the Recipient's failure to cure within those thirty (30) calendar days, exercise any one or more of the following i remedies, either concurrently or consecutively: (a) Terminate this Agreement,provided that the Recipient is given at least twenty-four(24) hour written notice, i in conformity with Paragraph (14) Notice and Contact, and including the effective date of such termination; (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; Rev. 09/03/2015 5.