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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 If any of the following events occur ("Events of Default"), all obligations onthepart 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 becomino liable to (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 orcovenantsin this Agreement or any previous agreement with the Division and has not cured them in timely fashion, or is_ unable -or unwilling tomeetits obligations under this Agreement; (b) If material adverse changes occur in the financial_ condition of the Recipient at any timeduring- 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; or (d) If the Recipient has failed to perform and complete on time any of its obligations under this 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) Beginan appropriatelegalor 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: 1. Request additional information from the Recipient to determine the reasons for or the extent of non-compliance or lack of performance; 2. Issue a written warning to advise that more serious measures may be taken if the 3._ Advise the Recipienttosuspend, discontinue or -refrain -from incurring costs for any 4. Require the Recipient to reimburse the Division for the amount of costs incurred for any items determined to be ineligible; (f) Exercise any other rights or remedies which may be available under law; or (g) Pursuing any of the above remedies will not stop the Division from pursuing any other remedies in this Agreement or provided at law or in equity. If the Division waives any right or remedy in this Agreementorfails to insist on strict performance by the Recipient, it will not affect, extend or waive any other right or remedy of the Division,_ or affect the laterexerciseof-the-same right or remedy by the Division for any other (12) TERMINATION. (a) The Division may terminate this Agreement for cause after thirty days written notice. Cause can include misuse of funds, fraud, lack of compliance with applicable rules, laws and regulations, failure to perform SmeadSoft Reprint Date: Wednesday, December 14, 2016 - 11:54:07 - BCC:1826 Attachment Id 1, Page 76