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<br />9. <br /> <br />TERMINATION. Either party may terminate this Agreement without cause at <br /> <br />any time during the term hereof by giving the other party not less than thirty (30) days' prior <br />written notice of such termination. In the event of such termination, Contractor will submit a <br /> <br />final invoice for any expenditures incurred to the date of termination. Contractor will submit <br />to City a final report of activities funded hereunder within thirty (30) days from the date of <br /> <br />termination. <br /> <br />Notwithstanding the foregoing, City may terminate this Agreement, by giving <br />Contractor not less than five (5) days' prior written notice, upon the occurrence of any of the <br /> <br />following: <br />(a) Federal Community Development Block Grant funds cease, for any reason, to <br /> <br />be available to City; or <br />(b) City has determined that the funds provided hereunder have been, or are being, <br /> <br />used for purposes other than those described in Exhibits A & B; or <br />(c) Contractor's failure to perform under this Agreement. <br /> <br />Nothing contained in this Paragraph 9 will be deemed to limit the right of the Parties <br />to terminate this Agreement for cause or otherwise to exercise any right or pursue any <br /> <br />remedy which may accrue to them. <br />10. CONTRACTOR'S STATUS. In the performance of the obligations set forth in <br /> <br />this Agreement, Contractor will have the status of an independent contractor and will not be <br />deemed to be an employee, agent or officer of City. <br /> <br />11. SUBCONTRACTING. Contractor will not subcontract any portion of the Project <br /> <br />without prior written approval of City. <br /> <br />If Contractor subcontracts any of the Project, <br /> <br />Contractor will be fully responsible to City for the acts and omissions of Contractor's <br />subcontractor and of the persons either directly or indirectly employed by Contractor. <br /> <br />Nothing contained in this Agreement will create any contractual relationship between any <br /> <br />subcontractor of Contractor and City. <br /> <br />Contractor will be responsible for payment of <br /> <br />subcontractors. Contractor will bind every subcontractor and every subcontractor of a <br /> <br />CDBG/DJT.cje <br /> <br />4 <br /> <br />7/19/2005 <br />