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<br />9. TERMINATION. Either party may terminate this Agreement without cause at any <br /> <br />time 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 invoice <br /> <br />for any expenditures incurred to the date of termination. Contractor will submit to City a final <br /> <br />report of activities funded hereunder within thirty (30) days from the date of termination. <br /> <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) Federal Community Development Block Grant funds cease, for any reason, to be <br /> <br />available to City; or <br /> <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 /> <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 to <br /> <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 /> <br />Agreement, Contractor will have the status of an independent contractor and will not be deemed <br /> <br />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. If Contractor subcontracts any of the Project, Contractor will <br /> <br />be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the <br /> <br />persons either directly or indirectly employed by Contractor. Nothing contained in this Agreement <br /> <br />will create any contractual relationship between any subcontractor of Contractor and City. <br /> <br />Contractor will be responsible for payment of subcontractors. Contractor will bind every <br /> <br />subcontractor and every subcontractor of a subcontractor by the terms of this Agreement <br /> <br />ATTY/AGR/2006.040 <br />081606 <br /> <br />4 <br />