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other performance goals are being achieved. A review shall be done for each function or activity in Attachment A to .r this Agreement,and reported in the quarterly report. In addition to reviews of audits conducted in accordance with paragraph(6)above,monitoring procedures may include,but not be limited to,on-site visits by Division staff, limited scope audits,and/or other procedures. The Recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Division. In the event that the Division determines that a limited scope 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 w. 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(11). 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. 5 112