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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 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, Florid a <br />Statutes, the Recipient is solely responsib Is 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 />agr eas 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 />Statutes, 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 liablefor any damages proximately caused by the acts or <br />omissions to the extent set forth in Section 76818,.Florida Statutes. Nothing herein is intended to serve <br />as a waiver of sovereign immunity by any paIrty to which . sovereign immunity applies. Nothing herein shall <br />be construed as consent by a state agency or subd I ivision of the State of Florida to be sued by third <br />parties in any matter arising out of this agreement. <br />(14) DEFAUL <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 becornes 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 ti.mely.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 anytime <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 Divisio . n. <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 ins ufficient information; <br />d. If the Recipient has failed to perforin and com plate on time any of its obligations under this <br />Agreement. <br />P193 <br />