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3. CHANGES TO PROJECT. No changes in the Project described in this Agreement which is funded by the financial assistance provided under Paragraph 1 will be made without the prior written consent of City. 4. PAYMENTS. Contractor will keep detailed and accurate records of all expenditures made and expenses incurred which are funded under this Agreement. Payments of funds allocated pursuant to Paragraph 1 will be made to Contractor on a reimbursement basis as follows: (i) Contractor will submit requests for payment to City monthly on forms provided by City's Housing Coordinator; (ii) all requests for payment will be accompanied by receipts or other proof of expenditures, and will disclose amounts of Project income, if any, generated by user fees; (iii) Contractor will submit billings over a ten- month period. Final payment must be submitted and received by the City no later than June 20, 2005, pursuant to Exhibit A; (iv) such income amounts will be subtracted from corresponding requests for payment; and (v) Project income, if applicable, will be expended by Contractor prior to requesting additional reimbursements from City. 5. STANDARD OF SERVICE. Contractor warrants to City that it will use and account for all funds provided hereunder strictly in accordance with standards governing the use of, and accountability for, funds held and disbursed in trust. The Project will conform to the highest standards providing for projects of similar or like nature in the San Francisco Bay Area. Contractor will be responsible for, and hold City harmless from, any failure to adhere to such standards. Contractor will verify that all activities funded hereunder benefit only residents within City's corporate limits. 6. ANNUAL REPORT. No later than July 15, 2005, Contractor will submit a narrative report to City describing the activities funded under this Agreement. Said report will include the total number of direct beneficiaries with demographic information regarding income, household composition, ethnicity, age and other data as required by City or the United States Department of Housing and Urban Development and will be submitted on forms provided by City's Housing Coordinator. CDBG/DJT.cje 2 8/24/2004