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performance and financial management by the Recipient throughout the contract term to ensure timely completion of all tasks . (9) LIABILITY (a) Unless Recipient is a State agency or subdivision , as defined in Section 768.28 , Fla . Stat. , the Recipient shall be solely responsible to parties with whom it shall deal in carrying out the terms of this agreement, and shall hold DEM 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 DEM , 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 tortious acts which result in claims or suits against DEM , 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. ( 10) DEFAULT . If any of the following events occur ("Events of Default') , all obligations on the part of DEM to make any further payment of funds hereunder shall , if DEM so elects , terminate and DEM may, at its option , exercise any of its remedies set forth in Paragraph ( 11 ), but DEM 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: (a ) If any warranty or representation made by the Recipient in this Agreement or any previous Agreement with DEM 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 obligations , terms or covenants contained in this Agreement or any previous agreement with DEM and has not cured such in timely fashion , or is unable or unwilling to meet its obligations thereunder; (b) If any material adverse change shall occur in the financial condition of the Recipient at any time during the term of this Agreement, and the Recipient fails to cure said material adverse change within thirty (30) days from the time the date written notice is sent by DEM . 7