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performance or failure to perform under this Agreement. Contractor will pay City the full amount owing to City as a result of any such audit exception. City will monitor Contractor's Program and expenditures made pursuant to this Agreement quarterly to verify Contractor's compliance with this Agreement and local contract requirements. 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 shall 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. CDBG/DJT.cje 4 7/19/2005