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or are being, used for purposes other than those described in <br /> Exhibits A and B. <br /> <br /> In either of the foregoing circumstances, City shall give Contractor not less <br />than five (5) days prior written notice of termination. <br /> <br /> Nothing contained in this paragraph shall be deemed to limit the right of <br />the parties to terminate this Agreement for cause or otherwise to exercise any <br />right or pursue any remedy which may accrue to them. <br /> <br /> 9. Audit; Monitorinq. City may audit the records and accounts of <br />Contractor for the purpose of verifying expenditures by Contractor of funds <br />provided hereunder or verifying statements or analyses made or provided by <br />Contractor hereunder. Contractor shall respond to, and comply with, any audit <br />exception made or taken by City or appropriate federal agencies relating to <br />Contractor's performance or failure to perform hereunder. Contractor shall pay <br />City the full amount owing to City or to the United States Government determined <br />to be owing as a result of any such audit exception. <br /> <br /> City shall monitor Contractor's Program and expenditures made pursuant <br />to this Agreement quarterly to verify Contractor's compliance with this Agreement <br />and local and federal contract requirements. <br /> <br /> 10. Contractor's Status. In the performance of the obligations set forth <br />in this Agreement, Contractor shall have the status of an independent contractor <br />and shall not be deemed to be an employee, agent, or officer of City. <br /> <br /> 11. Hold Harmless. Contractor hereby agrees to defend, indemnify, and <br />save harmless City, its Council, officers, boards, commissions, agents, and <br /> <br />Agreement-3 5 <br />4/27/98 <br /> <br /> <br />