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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; Monitoring. 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 /> ^~mt-042 5 <br /> G:~sha red,Redwood\Co u ncil <br /> FXS:djk <br /> 10/27/97 <br /> <br /> <br />