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Section 11.12 Incorporation of Recitals and Exhibits. The Recitals made at the beginning of this Agreement, and the Exhibits that are attached to this Agreement, are true and correct and, by this reference, are incorporated into and made a part of this Agreement. Section 11.13 Miscellaneous. A. All representations, warranties, and covenants contained in this Agreement or made in writing by or on behalf of Grantee in connection with the transactions contemplated by this Agreement will survive the execution and delivery of this Agreement, and the exercise of any rights or remedies by Authority. All statements contained in any certificate or other instrument delivered by or on behalf of Grantee pursuant to such certificate or other instrument, or in connection with the transactions contemplated by this Agreement will constitute representations and warranties by Grantee. B. This Agreement will be binding upon and inure to the benefit of the successors and assigns assignable without the prior written consent of Authority, which will not be unreasonably withheld. Without limiting the discretion otherwise afforded the Authority in granting or withholding its consent to such an assignment, the parties agree that such consent may be withheld in regard to any such assignment which Authority finds to be inconsistent with the purposes for which the HOME-ARP funds which are the subject of this Agreement was made. C. If any provision of this Agreement is held unlawful or unenforceable in any respect, such illegality or unenforceability will not affect any other provisions of this Agreement, and this Agreement will be construed as if the unlawful or unenforceable provisions had never been contained in this Agreement. D. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the Parties or as constituting the Grantee as the employee of the Authority for any purpose or in any manner whatsoever. The Grantee is an independent contractor and neither it, its employees, agents nor representatives are employees of the Authority. Section 11.14 HUD Approval; Termination for Discontinues or Disallowed Funding. It is expressly understood between the parties that this Agreement is contingent upon the approval of HUD and its authorization of grant monies to the Authority for the purpose of this Agreement. If HUD discontinues or disallows funding to the Authority for the purpose of this Agreement, the Authority may terminate or suspend this Agreement. The Authority must provide notice to the Grantee as provided in Section 12.06 of this Agreement. The Grantee will be entitled to payment for Eligible Activities incurred prior to the date of the notice for termination based on discontinued or disallowed funding by HUD. \[Signature pages follow\] 13 RS160\\2\\858927.v1