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In either of the foregoing circumstances, City shall give Contractor not less than <br />five (5) days prior written notice of temdnation. <br /> <br /> Nothing contained in this paragraph shall be deemed to limit the right of the <br />parties to terminate this Agreement for cause or otherwise to exercise any right or pursue <br />any remedy which may accrue to them. <br /> <br /> 9. Audit; Monitoring. City may audit the records and accounts of Contractor <br />for the purpose of verifying expenditures by Contractor of funds provided hereunder or <br />verifying statements or analyses made or provided by Contractor hereunder. Contractor <br />shall respond to, and comply with, any audit exception made or taken by City or <br />appropriate federal agencies relating to Contractor's performance or failure to perform <br />hereunder. Contractor shall pay City the full amount .owing to City or to the United <br />States Government determined to be owing as a result of any such audit exception. <br /> <br /> City shall monitor Contractor's Program and expenditures made pursuant to this <br />Agreement quarterly to verify Contractor's compliance with this Agreement and local <br />and federal contract requirements. <br /> <br /> 10. Contractor's Status. In the performance of the obligations set forth in this <br />Agreement, Contractor shall have the status of an independent contractor and shall not be <br />deemed to be an employee, agent, or officer of City. <br /> <br /> 11. Hold Harmless. Contractor hereby agrees to defend, indemnify, and save <br />harmless City, its Council, officers, boards, commissions, agents, and employees <br />(collectively, indemnitees) against and from any and all claims, suits, or actions of every <br />name, kind, and description, which may be brought against Indemnitees, or any of them, <br />by reason of any injury to, or death of, any person (including corporations, parmerships, <br /> <br />10/15/99 5 <br /> <br /> <br />