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<br />Notwithstanding the foregoing, City may terminate this agreement upon the occurrence of either of <br />the following: <br /> <br />(a) Human Service Financial Assistance funds cease, for any reason, to be available to City; or <br /> <br />(b) City has determined that the funds provided hereunder have been, or are being, used for <br /> <br />purposes other than those described in Exhibit A. <br />In either of the foregoing circumstances, City shall give Contractor not less than five (5) days' prior <br /> <br />written notice of termination of such reason. <br /> <br />Nothing contained in this paragraph shall be deemed to limit the right of the parties to terminate <br /> <br />this agreement for cause or otherwise to exercise any right or pursue any remedy which may accrue to <br /> <br />them. <br /> <br />9. AUDIT: MONITORING. City may audit the records and accounts of Contractor for the <br />purpose of verifying expenditures by Contractor of funds provided hereunder or verifying statements or <br />analyses made or provided by Contractor hereunder. Contractor shall respond to, and comply with, any <br />audit exception made or taken by City relating to Contractor's performance or failure to perform <br />hereunder. Contractor shall pay City the full amount owing to City determined to be owing as a result of <br /> <br />any such audit exception. <br />City shall monitor Contractor's Program and expenditures made pursuant to this agreement <br />quarterly to verify Contractor's compliance with this agreement and local contract requirements. <br />10. CONTRACTOR'S STATUS. In the performance of the obligations set forth in this <br /> <br />agreement, Contractor shall have the status of an independent contractor and shall not be deemed to be <br /> <br />an employee, agent or officer of City. <br />11. HOLD HARMLESS. Contractor hereby agrees to defend, indemnify and save harmless <br /> <br />City, its Council, officers, boards, commissions, agents and employees (collectively, "Indemnitees") <br />against and from any and all claims, suits or actions of every name, kind and description, which may be <br />brought against Indemnitees, or any of them, by reason of any injury to, or death of, any person (including <br />corporations, partnerships and association) or damage suffered or sustained by any such person arising <br />from, or alleged to have arisen from, any act or omission to act, negligent or otherwise, of Contractor, its <br /> <br />officers, agents or employees under this agreement. <br /> <br />Atty/Agr/2006.067 <br />082206 <br /> <br />3 <br />