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<br />Agreement. Contractor will respond to, and comply with, any audit exception made or taken by <br />City or appropriate federal agencies relating to Contractor's performance or failure to perform <br /> <br />under this Agreement Contractor will pay City the full amount owing to City or to the United <br />States Government as a result of any such audit exception. <br /> <br />City will monitor Contractor's Program and expenditures made pursuant to this <br />Agreement quarterly to verify Contractor's compliance with this Agreement and local federal <br /> <br />contract requirements. <br /> <br />9. TERMINATION. Either party may terminate this Agreement without cause at any time <br />during the term hereof by giving the other party not less than thirty (30) days' prior written <br /> <br />notice of such termination. In the event of such termination, Contractor will submit a final <br />invoice for any expenditures incurred to the date of termination. Contractor will submit to City a <br /> <br />final report of activities funded hereunder within thirty (30) days from the date of termination. <br />Notwithstanding the foregoing, City may terminate this Agreement, by giving Contractor <br /> <br />not less than five (5) days' prior written notice, upon the occurrence of any of the following: <br /> <br />(a) <br /> <br />Federal Community Development Block Grant funds cease, for any reason, to be <br />available to City; or <br /> <br />(b) <br /> <br />City has determined that the funds provided hereunder have been, or are being, <br />used for purposes other than those described in Exhibits A & B; or <br />Contractor's failure to perform under this Agreement. <br /> <br />(c) <br /> <br />Nothing contained in this Paragraph 9 will be deemed to limit the right of the Parties to <br />terminate this Agreement for cause or otherwise to exercise any right or pursue any remedy <br /> <br />which may accrue to them. <br /> <br />10. CONTRACTOR'S STATUS. In the performance of the obligations set forth in this <br />Agreement, Contractor will have the status of an independent contractor and will not be <br /> <br />deemed to be an employee, agent or officer of City. <br /> <br />9/11 /03 <br /> <br />4 <br />