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to comply and cooperate with any inspections, reviewa, 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 managemenby the Recipient throughout the period of agreement to ensure timely <br /> completion of all tasks. <br /> (13) LIABILITY <br /> a. Unless Recipient is a state agency or subdivision, as defined in Section 768.28, Florida <br /> 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 performed 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. Florida <br /> Statutea, agrees to be fully responsible for its negligent or tortious acts or omissions which result in claims <br /> or suits against the Division, and agrees to be liable for any damages proximately caused by the acts or <br /> omissions to the extent set forth in Section 768 28. Florida Statutes. Nothing herein is intended to serve <br /> as a waiver of sovereign immunity by any party to which sovereign immunity applies. Nothing herein shall <br /> be construed as consent by a state agency or subdivision of the State of Florida to be sued by third <br /> parties in any matter arising out of this agreement. <br /> (14) DEFAULT <br /> If any of the following events occur("Events of Default"), all obligations on the part of the Division <br /> 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 (15) REMEDIES. However,the Division may make <br /> payments or partial payments after any Events of Default without waiving the right to exercise such <br /> remedies, and without becoming 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 <br /> keep or perform any of the obligations, terms or covenants in this Agreement or any previous agreement <br /> with the Division and has not cured them in timely fashion, or is unable or unwilling to meet its obligations <br /> under this Agreement; <br /> b. If material adverse changes occur in the financial condition of the Recipient at any time <br /> during the period of agreement, and the Recipient fails to cure this adverse change within thirty(30) days <br /> from the date written notice is sent by the Division. <br /> c. If any reports required by this Agreement have not been submitted to the Division or have <br /> been submitted with incorrect, incomplete or insufficient information; <br /> d. If the Recipient has failed to perform and complete on time any of its obligations under this <br /> Agreement. <br /> 7 <br />