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General of the State of California each have the authority to audit, examine and make excerpts or transcripts from records, including all Grantee's invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. Grantee agrees to provide any reports requested by the County regarding performance of this Agreement. With respect to inspection of Grantee's records, the County may require that Grantee provide supporting documentation to substantiate Grantee's expenses with respect to the Grantee's use or expenditure of the grant amount. 8. INDEPENDENT CONTRACTOR. The Grantee shall be considered an independent contractor and neither the Grantee, its employees, nor anyone working under the Grantee shall be considered an agent or an employee of County. Neither the Grantee, its employees nor anyone working under the Grantee shall qualify for workers' compensation or other fringe benefits of any kind through County. 9. PERMITS, LICENSES, APPROVALS, AND LEGAL OBLIGATIONS. Grantee shall be responsible for obtaining any and all permits, licenses, and approvals required for performing any work under this Agreement. Grantee shall be responsible for observing and complying with any applicable Federal, State, or local laws, or rules or regulations affecting any such work. Grantee shall provide copies of permits and approvals to the County upon request. 10. INDEMNITY. The Grantee agrees to indemnify, defend with counsel approved in writing by County, and hold County, its elected and appointed officials; - officers, employees and agents and those special districts and agencies which County's Board of Supervisors acts as the governing Board harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the Grantee's receipt, distribution or expenditure of the grant amount under this Agreement. The provisions of this paragraph shall survive the termination of this Agreement. 11. NOTICES. Any and all notices, requests, demands and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing. Any written communications shall be deemed to have been duly given upon actual in -person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate party at the address stated herein or such other address as the parties hereto may designate by written notice from time to time in the manner aforesaid. Page 6 of 8