IMMIGRANT DEFENDERS LAW CENTER (5)

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records, and all other pertinent records sufficient to reflect properly: (A) All direct and indirect costs of whatever nature claimed to have been incurred and anticipated to be incurred in performance of this Agreement. (B) All other matters covered by this Agreement. ii. Immigrant Defenders shall preserve and make available its records: (A) For the period of three (3) years from the date of expiration or sooner termination of Agreement; or (B) For such longer period, if any, as may be required by applicable law. C. Examination of Records. At any time during normal business hours, and as often as may be deemed necessary, Immigrant Defenders agrees that the City, and/or any of its authorized representatives shall have access to and the right to examine its plants, offices, and facilities engaged in performance of this Agreement and all its records with respect to all matters covered by this Agreement. d. Audits. In the event that the City determines, from inspection of records, or any other source, that there is a problem or discrepancy regarding Immigrant Defenders' compliance with the terms and conditions of this Agreement, including but not limited to the Project Budget, then the City shall, in its sole discretion, have the right to require an audit by an independent auditor at City's sole expense relating to the Scope of Services and Immigrant Defenders' compliance hereunder. Notwithstanding the foregoing, the City shall have the right for any reason whatsoever to perform, or cause to be performed an independent audit. Such audits may cover programmatic as well as fiscal matters. 7. ASSIGNMENT Immigrant Defenders shall not assign any rights or duties under this Agreement to a third party without the express prior written consent of City. Immigrant Defenders agrees that the City shall have the right to approve any and all subcontractors and subcontractors to be used by hnmigrant Defenders in the performance of this Agreement before Immigrant Defenders contracts with or otherwise engages any such subcontractors or subcontractors. 8. RELATIONSHIP OF PARTIES It is understood and agreed by and between the parties that Immigrant Defenders in the performance of this Agreement, shall not act nor is it at any time authorized to act, as the agent or representative of the City in any matter. Immigrant Defenders further agrees that it will not in any manner hold itself out as the agent or representative of the City or act in such a fashion as would give the impression to a reasonable person that Immigrant Defenders is acting in such a capacity.