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In addition to reviews of audits conducted in accordance with OMB Circular A- 133 , as revised and Section 215 . 97 , Florida Statutes (see "AUDIT REQUIREMENTS" below) , monitoring procedures may include , but not be limited to, on-site visits by Department staff, limited scope audits as defined by OMB Circular A- 133 , as revised , and/or other procedures . By entering into this Agreement, the Recipient agrees to comply and cooperate with any monitoring procedures/processes deemed appropriate by the Department. In the event that the Department determines that a limited scope audit of the Recipient is appropriate , the Recipient agrees to comply with any additional instructions provided by the Department 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 Comptroller or Auditor General . In addition , the Department will monitor the performance and financial management by the Contractor throughout the contract term to ensure timely completion of all tasks . ( 8) LIABILITY. (a) Unless Recipient is a State agency or subdivision , the Recipient shall be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement, and shall save the Department harmless against all claims of whatever nature by third parties arising out of the performance of work under this agreement. For purposes of this agreement, Recipient agrees that it is not an employee or agent of the Department, but is an independent contractor. ( b) Any Recipient who is a state agency or subdivision , as defined in Section 768 . 28 , Fla . Stat. , agrees to be fully responsible to the extent provided by Section 768 . 28 Fla . Stat. for its negligent acts or omissions or tortuous acts which result in claims or suits against the Department, and agrees to be liable for any damages proximately caused by said acts or omissions . 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. (9) DEFAULT: REMEDIES : TERMINATION . (a) If the necessary funds are not available to fund this Agreement as a result of action by Congress , the state Legislature , the Office of the Comptroller or the Office of Management and Budgeting , or if any of the following events occur (" Events of Default" ) , all obligations on the part of the Department to make any further payment of funds hereunder shall , if the Department so elects , terminate and the Department may, at its option , exercise any of its remedies set forth herein , but the Department may make any payments or parts of payments after the happening of any Events of Default without thereby waiving the right to exercise such remedies , and without becoming liable to make any further payment: 1 . If any warranty or representation made by the Recipient in this Agreement or any previous Agreement with the Department shall at any time be false or misleading in any respect, or if the Recipient shall fail to keep , observe or perform any of the terms or covenants contained in this Agreement or any previous agreement with the Department and has not cured such in timely fashion , or is unable or unwilling to meet its obligations thereunder; 2 . If any material adverse change shall occur in the financial condition of the Recipient at any time during the term of this Agreement from the financial condition revealed in any reports filed or to be filed with the Department, and the Recipient fails to cure said material adverse change within thirty ( 30) days from the time the date written notice is sent by the Department. 3 . If any reports required by this Agreement have not been submitted to the Department or have been submitted with incorrect, incomplete or insufficient information ; 4 . If the Recipient has failed to perform and complete in timely fashion any of the services required under Attachment A ( Compensation and Financial Reporting Requirements) and Attachment B ( Scope of Work and Schedule of Payments) attached hereto . 3