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a limited scope audit of the Recipient is appropriate, the Recipient agrees to comply with any additional <br />instructions provided by the Division to the Recipient regarding such audit. The Recipient further agrees <br />to comply and cooperate with any inspections, reviews, investigations or audits deemed necessary by the <br />Florida Chief Financial Officer or Auditor General. In addition, the Division will monitor the performance <br />and financial management by the Recipient throughout the contract term to ensure timely completion of <br />all tasks. <br />13. LIABILITY <br />A. Unless Recipient is a State agency or subdivision, as defined in Section 768.28, <br />Florida Statutes, the Recipient is solely responsible to parties it deals with in carrying out the terms of this <br />Agreement, and shall hold the Division harmless against all claims of whatever nature by third parties <br />arising from the work performance under this Agreement. For purposes of this Agreement, Recipient <br />agrees that it is not an employee or agent of the Division, but is an independent contractor. <br />B. Any Recipient which is a state agency or subdivision, as defined in Section 768.28, <br />Florida Statutes, agrees to be fully responsible for its negligent or tortious acts or omissions which result <br />in claims or suits against the Division, and agrees to be liable for any damages proximately caused by the <br />acts or omissions to the extent set forth in Section 768.28, Florida Statutes. Nothing herein is intended to <br />serve as a waiver of sovereign immunity by any Recipient to which sovereign immunity applies. Nothing <br />herein shall be construed as consent by a state agency or subdivision of the State of Florida to be sued <br />by third parties in any matter arising out of any contract. <br />14. DEFAULT <br />A. If any of the following events occur ("Events of Default'), all obligations on the part of <br />the Division to make further payment of funds shall, if the Division elects, terminate and the Division has <br />the option to exercise any of its remedies set forth in paragraph 15. <br />B. If any of the following occur, then the Division may make payments or partial <br />payments without waiving the right to exercise such remedies, and without becoming liable to make any <br />further payment: <br />(1) Any warranty or representation made by the Recipient in this Agreement or <br />any previous agreement with the Division is or becomes false or misleading in any respect, or if the <br />Recipient fails to keep or perform any of the obligations, terms or covenants in this Agreement or any <br />previous agreement with the Division and has not cured them in timely fashion, or is unable or unwilling to <br />meet its obligations under this Agreement; <br />(2) Material adverse changes occur in the financial condition of the Recipient at <br />any time during the term of this Agreement, and the Recipient fails to cure this adverse change within <br />thirty days from the date written notice is sent by the Division. <br />(3) Any reports required by this Agreement have not been submitted to the <br />Division or have been submitted with incorrect, incomplete or insufficient information; <br />10 <br />157 <br />