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139 SECTION 9: Independent Contractor. 140 A. It is agreed by the parties that, at all times and for all purposes within the scope of this 141 Agreement, the relationship of the Providerto the City is that of an independent contractor and 142 not that of employee. No statement contained in this Agreement shall be construed so as to find 143 the Provider an employee of the City, and the Provider shallbe entitled to none of the rights, 144 privileges, or benefits of City employees. 145 146 SECTION 10: Subcontracting. 147 A. The Provider agrees not to enter into any subcontracts for any of the work 148 contemplated under this Agreement (unless specifically outlined in the grant) without obtaining 149 prior written approval of the City. 150 151 SECTION 11: Hold Harmless. 152 That each party will responsible for their own acts or omissions for their employees, 153 agents and officials. Nothing in this agreement shall constitute a waiver by either party of any 154 statutory or common law defenses, immunities, or limits or exceptions on liability. 155 156 SECTION 12: Assignment. 157 A. The City and the Provider each binds itself and its successors, legal representatives, 158 and assigns of such other party, with respect to all covenants of this Agreement; and neither the 159 City nor the Providerwillassign or transfer their interest in this Agreement without the written 160 consent of the other. 161 162 SECTION 13: Termination. 163 A. This Agreement will continue in full force and effect until completion of the 164 Provider’s services as described herein unless either party terminates it at an earlier date. Either 165 party to this Agreement may terminate it by giving no less than thirty (30) days written notice of 166 the intent to terminate to the other party. 167 168 B. With Cause. The Cityreserves the right to suspend or terminate this Agreement if 169 the Provider violates any of the terms or conditions of this Agreement or does not fulfill, in a 170 timely and proper manner, its obligations under this Agreement as determined by the City. In the 171 event that the City exercises its right to suspend or terminate under this Section, it shall submit 172 written notice of suspension to the Provider, specifying the reasons therefore, and the date upon 173 which such suspension becomes effective. Within ten days of receipt of such notice, the 174 Provider shall take all actions necessary to cure the default. If the Providerfails to cure the 175 default within the ten-day period, the Agreement is immediately terminated. Upon termination 176 of this Agreement, the Provider shall discontinue further commitments of funds under this 177 Agreement. 178 179 C. In the event of termination, the City will pay the Provider for all services actually 180 timely, and faithfully rendered up to the receipt of the notice of termination and thereafter until 181 the date of termination. The Provider will deliver all work products and supporting 182 documentation developed up to the date of termination prior to the City rendering final payment 183 for services. 184 Page 4 of 7