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<br />this Agreement. Contractor will pay City the full amount owing to City as a result of any <br /> <br />such audit exception. <br /> <br />City will monitor Contractor's Program and expenditures made pursuant to this <br /> <br />Agreement quarterly to verify Contractor's compliance with this Agreement and local <br /> <br />contract requirements. <br /> <br />9. TERMINATION. Either party may terminate this Agreement without cause <br /> <br />at any time during the term hereof by giving the other party not less than thirty (30) days' <br /> <br />prior written notice of such termination. In the event of such termination, Contractor will <br /> <br />submit a final invoice for any expenditures incurred to the date of termination. <br /> <br />Contractor will submit to City a final report of activities funded hereunder within thirty (30) <br />days from the date of termination. <br />Notwithstanding the foregoing, City may terminate this Agreement, by giving <br /> <br />Contractor not less than five (5) days' prior written notice, upon the occurrence of any of <br /> <br />the following: <br />(a) Federal Community Development Block Grant funds cease, for any <br />reason, to be available to City; or <br />(b) City has determined that the funds provided hereunder have been, or are <br /> <br />being, used for purposes other than those described in Exhibits A & B; or <br /> <br />(c) Contractor's failure to perform under this Agreement. <br />Nothing contained in this Paragraph 9 shall be deemed to limit the right of <br /> <br />the Parties to terminate this Agreement for cause or otherwise to exercise <br /> <br />any right or pursue any remedy which may accrue to them. <br /> <br />10. CONTRACTOR'S STATUS. In the performance of the obligations set forth <br /> <br />in this Agreement, Contractor will have the status of an independent contractor and will <br /> <br />not be deemed to be an employee, agent or officer of City. <br /> <br />ATTY/AGR/2006.041 <br />081606 <br /> <br />4 <br />