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9. TERMINATION. Either party may terminate this Agreement without cause at any time during the term hereof by giving the other party not less than thirty (30) days' prior written notice of such termination. In the event of such termination, Contractor will submit a final invoice for any expenditures incurred to the date of termination. Contractor will submit to City a final report of activities funded hereunder within thirty (30) days from the date of termination. Notwithstanding the foregoing, City may terminate this Agreement, by giving Contractor not less than five (5) days' prior written notice, upon the occurrence of any of the following: (a) Federal Community Development Block Grant funds cease, for any reason, to be available to City; or (b) City has determined that the funds provided hereunder have been, or are being, used for purposes other than those described in Exhibits A & B; or (c) Contractor's failure to perform under this Agreement. Nothing contained in this Paragraph 9 will be deemed to limit the right of the Parties to terminate this Agreement for cause or otherwise to exercise any right or pursue any remedy which may accrue to them. 10. CONTRACTOR'S STATUS. In the performance of the obligations set forth in this Agreement, Contractor will have the status of an independent contractor and will not be deemed to be an employee, agent or officer of City. 11. SUBCONTRACTING. Contractor will not subcontract any portion of the Project without prior written approval of City. If Contractor subcontracts any of the Project, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a CDBG/DJT.cje 4 8/23/2004