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City may terminate this Agreement by giving Contractor not less than five (5) <br />days prior written notice, upon the occurrence of any of the following: <br />a) Federal Community Development Block Grant funds cease to be available to <br />City for any reason; or <br />b) City determines that the funds provided hereunder have been or are being <br />used for purposes other than those described in Exhibits A and/or B; or <br />c) Contractor fails to perform under this Agreement. <br />Nothing contained in this Paragraph 11 will be deemed to limit the right of the <br />Parties to terminate this Agreement for cause or otherwise to exercise any right or <br />pursue any remedy which may accrue to them. <br />12. CONTRACTOR'S STATUS. In the performance of the obligations set <br />forth in this Agreement, Contractor will have the status of an independent contractor <br />and will not be deemed to be an employee, agent or officer of City. <br />13. SUBCONTRACTING. Contractor will not subcontract any portion of the <br />Project without prior written approval of City. If Contractor subcontracts any portion <br />of the Project, Contractor will be fully responsible to City for the acts and omissions <br />of Contractor's subcontractor and of the persons either directly or indirectly <br />employed by Contractor. Nothing contained in this Agreement will create any <br />contractual relationship between any subcontractor of Contractor and City. <br />Contractor will be responsible for payment of subcontractors. Contractor will bind <br />every subcontractor and every subcontractor of a subcontractor by the terms of this <br />Agreement applicable to Contractor's work unless specifically noted to the contrary <br />in the subcontract and approved in writing by City. <br />14. HOLD HARMLESS. Contractor hereby agrees to defend, indemnify <br />and save harmless City, its Council, officers, boards, commissions, agents and <br />employees (collectively, "Indemnitees") against and from any and all claims, suits or <br />actions of every name, kind and description, which may be brought against <br />REV: 11-06-17 JS <br />Page 5 of 15 <br />ATTY/AGR.2017.258/CENTER FOR INDEPENDENCE - CDBG <br />