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Section 3. Performance bV A enc . a. Agency shall not (by contract, operation of law or otherwise) delegate or subcontract performance of any Services to any other person or entity without the prior written consent of the County. Any such delegation or subcontracting without the County's prior written consent shall be voidable at the County's option. b. Agency shall at all times be an independent Agency and not an agent or representative of the County with regard to performing the Services. Agency shall not represent that it is, or hold itself out as, an agent or representative of the County. In no event shall Agency be authorized to enter into any Agreement or undertaking for or on behalf of the County. It is understood that the Agency and the Agency's staff and employees are not employees of the County and are not, therefore, entitled to any benefits provided employees of the County. c. Agency shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, and other requirements, now or hereafter in effect, of any governmental authority (including, but not limited to, such requirements as may be imposed upon the County and applicable to Services). Agency shall furnish such documents as may be required to effect or evidence such compliance. All laws, ordinances, rules, and orders required to be incorporated into agreements of this character are incorporated into this Agreement by this reference. Agency agrees to obtain all required licenses and permits, and further agrees to keep them in full force and effect during the term of this Agreement. d. The County and the Agency agree that in fulfilling the terms and conditions of this Agreement neither shall discriminate on the basis of race, creed, color, national origin, age, sex, marital status, or the presence of a physical, sensory, or mental handicap. e. The Services shall at all times be subject to inspection by and approval of the County, but the County's making (or failure or delay in making) such inspection or approval shall not relieve Agency of its responsibility to perform the Services in accord with this Agreement, notwithstanding the County's knowledge of defective or non -complying performance, or the substantiality or ease of discovering the same. Agency shall provide the County with sufficient, safe, and proper facilities and equipment for such inspection and free access to such facilities. f. This contract is subject to review by any Federal or State auditor. Agency shall promptly furnish the County or its designee, or such Federal or State auditor with such information related to the Services as may be requested by the applicable governmental entity. Agency shall preserve and maintain all financial records and records relating to performance of Services under this Agreement for six (6) years after contract termination. For such duration after the County makes final payment of compensation due hereunder, Agency shall provide the County access to (and the County shall have the right to examine, audit and copy, with or without notice) all of Agency's books, documents, papers and records related to the Services or this Agreement. g. Agency understands and acknowledges that Agency is solely responsible for its own reporting and accounting of all state, federal, social security, and local taxes, of every nature, arising from Agency's performance of this Agreement. All compensation received by the Agency will be reported to the Internal Revenue Service at the end of the calendar year in accord with the applicable IRS regulations. 2019 Low & Justice Council Funding Agreement page 2