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E. In the event this Agreement is terminated as set forth in subparagraphs <br />XII_A. through XII:D., inclusive, SUBRECIPIENT agrees to immediately return to CITY <br />upon CITY's demand and prior to any adjudication of SUBRECIPlENTs rights, any and all <br />funds not- used, and to comply with paragraph "Xl. REVERSION OF ASSETS" of this <br />Agreement. <br />XI1. - L-IMITATION OF FUNDS <br />The United States of America, through HUD, may in the future place programmatic <br />or fiscal limitations on the use of EZ funds. which limitations are not presently anticipated. <br />Accordingly, CITY reserves the right to revise this Agreement in order to take account of <br />actions affecting HUD program funding. In the event of funding reduction, CITY may, in its <br />sole and absolute discretion, reduce the budget of this Agreement as a whole or as to <br />costs category, may limit the rate of SUBRECIPIENTs authority to commit and spend <br />funds, or may restrict SUBRECIPIENT's use of both its uncommitted and its unspent <br />funds. Where HUD has directed or requested CITY to implement a reduction in funding, in <br />whole or as to a cost category, with respect to funding for this Agreement, CITY's City <br />Manager or delegate is authorized to act for CITY in implementing and effecting such a <br />reduction and in revising, modifying, or amending the Agreement for such purposes. <br />Where C1TY_ has reasonable grounds to question SUBRECIPIENT`s fiscal accoun~bility, <br />financial soundness, or compliance with this Agreement, CITY may suspend the operation <br />of this Agreement for up to sixty (60) days upon five (5) days written notice to <br />SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such <br />questions. In no event, however, steal! any revisions made by CITY affect expenditures <br />and legally binding commitments made by SUBRECIPIENT before it received notice of <br />such revision, provided that such amounts have been committed in good faith and are <br />otherwise allowable and that such commitments are consistent with HUD cash withdrawal <br />guidelines. <br />Xlll. EXCLUSIVITY AND AMENDMENT OF AGREEMENT <br />This Agreement supersedes any and all other agreements, either oral or in writing, <br />between the parties hereto with respect to the use of CITY's.EZ funds by SUBRECIPIENT <br />and contains all the covenants and agreements between the parties with respect to such <br />employment in any manner whatsoever. Each party to this Agreement acknowledges that <br />no representations, inducements, promises or agreements, orally or otherwise, have been <br />made by any party, or anyone acting on behalf of any party, which are not embodied <br />herein, and that no other agreement or .amendment hereto shall be effective unless <br />executed. in writing and signed by both CITY and SUBRECIPIENT. <br />Page 10}} of 11 <br />