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IX. INI)EPENDENT ENTITY The Grantee shall perform as an independent entity under this agreement. The Grantee, its employees, agents, or other representatives are not employees of the Grantor for all purposes, including but not limited to, the application of the Social Security Act, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the Federal Unemployment Act, the North Dakota Unemployment Compensation Act, and the North Dakota Worker's Compensation Act. No part of this contract shall be construed to represent the creation of an employer/employee relationship. The Grantee will retain sole and absolute discretion in the judgment of the manner and means of carrying out the Grantee's activities and responsibilities. X. AUI)IT RESPONSIBILITY The Grantee agrees to keep such financial records as are necessary to fully disclose the complete financial status of this agreement. These records shall be made available to the Grantor, or its agents, upon request at any time during normal business hours. The Grantor, or its agents. reserves the right to audit such records at the expense of the Grantor. XI. IlETENTlON OF RECORDS The Grantee agrees to retain financial records for a period of three (3) years or until an audit is completed and closed, whichever occurs later. Program records shall be maintained for a period of six (6) years or until an audit is completed and closed, whichever occurs later. XII. TERMINATION OF CONTRACT FOR CAUSE If the Grantee fails to fulfill in a timely and proper manner its obligations under this contract or shall violate any of the terms of this agreement, the Grantor shall thereupon have the right to terminate this agreement forthwith by giving \Vfitten notice to the Grantee of such termination and specifying the effective date thereof. Notwithstanding a termination pursuant to this paragraph, the Grantee shall not be relieved of liability to the Grantor for damages sustained by the Grantor by virtue of any breach of the contract by the Grantor. The Grantor may withhold any payment, otherwise due to the Grantee, for the purposes of set off until such time as the exact amount of damages is determined. If this agreement is terminated for cause, the Grantee shall save and hold harmless the Grantor against any claims, loss, and damages arising from the Grantee's misconduct under this contract. XIII. INI)EMNITY AND CONTINGENT LIABILITY The Grantee shall comply with all federal, state, and local laws and ordinances applicable to the work to be done under this agreement. Each Grantee shall save and hold harmless the Region V CSCC, its officers, agents, employees and members, from all claims, suits or actions of whatsoever nature resulting from or arising out of the activities of that Grantee or its agents or employees under this agreement. 3