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Grantor, if such subcontract shall acknowledge the binding nature of this agreement, and incorporate this agreement, together with its attachments as appropriate. IV. INDEPENDENT ENTITY Youthworks shall perform as an independent entity under this agreement. Youthworks, its employees, agents or representatives are not employees of the Cass County. No part of this agreement shall be construed to represent the creation of an employer/employee relationship. VI1. AUDIT RESPONSIBILITY Youthworks agrees to keep such financial records as are required for sub-grants of OJJDP Formula Grant awards, as det,¥tied in the Office of Justice Programs, Grant Administration Manual and associated Federal Circulars. These records shall be made available to DIS, or its agents, upon request at any time dttrlng normal business hours. Youthworks agrees to include these funds in the annual audit of its organization, and further agrees to allow the Cass County, or its agents, to conduct an audit at the expense of the Cass Couniy, or its agents. VIII. RETENTION OF RECORDS The Cass County agrees to retain the finanaiai records identified in paragraph VII above, for a period of three years or until an audit is completed and closed, whichever occurs later. Youthworks shall retain its original records supporting said grant for the same three-year period. IX. TERMINATION OF AGREEMENT If through good cause, Youthworks shall fail to fulfill in a timely and proper manner its obligations under this agreement, the Cass County shall therenpon have the right to terminate this agreement by giving wfi~en notice 30 days prior to termination to Youthworks of such termination. Notwithstanding a termination pursuant to this paragraph, Youthworks shall not be relieved of liability to Cass County, and the Cass County may withhold any payment otherwise due to Youthworks. X. INTERACTING AND MODIFICATION This agreement constitutes the entire agreement between Youthworks and the Cass County. No alteration or amendment shall be effective mltoss it is reduced to writing, signed by the parties and attached hereto. XI. APPLICABLE LAW This agreement shall be governed and construed in accordance with the iaws of the state of North Dakota. XII. CAPTIONS The captions or headings in this agreement are for convenience only and in no way define, limit or describe the scope or intent of any provision n/' this agreement. XIII. NOTICES All notices, certificates or other communications shall be sufficiently given when delivered or m~(tled, postage prepaid, to the parties at their respective places of business as set forth below or at a place designated hereafter in wdting by the pen/es: