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<br />4 <br /> <br />records, and all other pertinent records sufficient to reflect properly: <br /> <br />(A) All direct and indirect costs of whatever nature claimed to have been <br />incurred and anticipated to be incurred in performance of this <br />Agreement. <br /> <br />(B) All other matters covered by this Agreement. <br /> <br />ii. Immigrant Defenders shall preserve and make available its records: <br /> <br />(A) For the period of three (3) years from the date of expiration or sooner <br />termination of Agreement; or <br /> <br />(B) For such longer period, if any, as may be required by applicable <br />law. <br /> <br />c. Examination of Records. At any time during normal business hours, and as often <br />as may be deemed necessary, Immigrant Defenders agrees that the City, and/or any <br />of its authorized representatives shall have access to and the right to examine its <br />plants, offices, and facilities engaged in performance of this Agreement and all its <br />records with respect to all matters covered by this Agreement. <br /> <br />d. Audits. In the event that the City determines, from inspection of records, or any <br />other source, that there is a problem or discrepancy regarding Immigrant Defenders' <br />compliance with the terms and conditions of this Agreement, including but not <br />limited to the Project Budget, then the City shall, in its sole discretion, have the <br />right to require an audit by an independent auditor at City’s sole expense relating <br />to the Scope of Services and Immigrant Defenders' compliance hereunder. <br />Notwithstanding the foregoing, the City shall have the right for any reason <br />whatsoever to perform, or cause to be performed an independent audit. Such audits <br />may cover programmatic as well as fiscal matters. <br /> <br />7. ASSIGNMENT <br /> <br />Immigrant Defenders shall not assign any rights or duties under this Agreement to a third <br />party without the express prior written consent of City. Immigrant Defenders agrees that the City <br />shall have the right to approve any and all subcontractors and subcontractors to be used by <br />Immigrant Defenders in the performance of this Agreement before Immigrant Defenders contracts <br />with or otherwise engages any such subcontractors or subcontractors. <br /> <br />8. RELATIONSHIP OF PARTIES <br />It is understood and agreed by and between the parties that Immigrant Defenders in the <br />performance of this Agreement, shall not act nor is it at any time authorized to act, as the agent or <br />representative of the City in any matter. Immigrant Defenders further agrees that it will not in any <br />manner hold itself out as the agent or representative of the City or act in such a fashion as would <br />give the impression to a reasonable person that Immigrant Defenders is acting in such a capacity. <br />