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In either of the foregoing circumstances, City shall give Contractor not <br /> less 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; Monitorin,q. 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 <br /> determined to be owing as a result of any such audit exception. <br /> <br /> City shall monitor Contractor's Program and expenditures made <br />pursuant to this Agreement quarterly to verify Contractor's compliance with this <br />Agreement 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 <br />contractor 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 />employees (collectively, "lndemnitees") against and from any and all claims, <br />suits, or actions of every name, kind, and description, which may be brought <br /> <br />Agmt-VA Workshop 5 <br />G:~shared',Redwood\Coundl <br />FXS:djk <br />10~7~97 <br /> <br /> <br />