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FXS:rg 116/95 (002/71) In either of the foregoing circumstance~, City shall give Contractor not less tnan five ( 5 ) days' prior written notice of termination for such reason. Nothing contained in this paragraph shall be deemed to limit the right of the parties to terminate this agreement for cause or otherwise to e:~ercise any right or pursue any remedy which may accrue to them. 9. AUDIT; MONITORING. City may audit the records and accounts of Contractor for the purpose of verifying expenditures by Contractor of funds provided hereunder or verifying statements or analyses made or provided by Contractor hereunder. Contractor shall respond to, and comply \'.TÍ th , any audit exception made or taken by City or appropriate federal agencies relating to Contractor's performance or failure t:o perform hereunder. Contractor shall pay City the full amount owing to City or the United States Government determined to be owing as a result of any such audit exception. City shall monitor Contractor's Program and expenð j t.ures made pursuant to this agreement quarterly to verify Contractor's compliance with this agreement and local and federal contract requirements. 10. CONTRACTOR'S STATUS. In the performance of the obliqat:i.ons set forth in this agreement, Contractor shall have the status of an independent contractor and shall not be deempd to be an employee, agent or officer of City. lI. HOLD HARMLESS. Contractor hereby agrees to defend, - indemnify and save harmless City, its Council, officers, boards, -5--