Agmt96 CDBG - Second Harvest Fo - Laserfiche WebLink

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In either of the foregoing circumstances, City shall give Contractor not less than five (5) days' prior written notice of termination. Nothing contained in this paragraph shall be deemed to limit the right of the parties to terminate this Agreement for cause or otherwise to exercise any right or pursue any remedy which may accrue to them. 9. Audit: Monitorina. 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 with, any audit exception made or taken by City or appropriate federal agencies relating to Contractor's performance or failure to perform hereunder. Contractor shall pay City the full amount owing to City or to the United States Government determined to be owing as a result of any such audit exception. City shall monitor Contractor's Program and expenditures 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 obligations set forth in this Agreement, Contractor shall have the status of an independent contractor and shall not be deemed to be an employee, agent, or officer of City. 11. Hold Harmless. Contractor hereby agrees to defend, indemnify, and save harmless City, its Council, officers, boards, commissions, agents, and employees (collectively, "Indemnitees") against and from any and all claims, suits, or actions of every name, kind, and description, which may be brought Agmt-032 5 G :\shared\Redwood\Council FXS:rg 09/06/96