RIDGE VIEW COMMONS - CONSTRUCTION LOAN

(i) each such Participating Party keep and maintain books, accounts, reports, files, records and other documents relating to the receipt and disbursement of such Grant Funds; and (ii) any duly authorized representative of HUD or the Comptroller General of the United States shall, at all reasonable times, have access to and the right to inspect, copy, audit, and examine all such books, records and other documents of such Participating Party in accordance with HUD guidelines, until the completion of all close -out procedures respecting this grant and the final settlement and conclusion of all HDG issues. (e) No Assignment or Succession. A transfer of Grant Funds by the Grantee to a Participating Party shall not be or be deemed to be an assignment of Grant Funds, and that the Participating Party shall not succeed to any rights, benefits or advantages of the Grantee under the Grant Agreement, or attain any privileges, authorities interests or rights in or under this Grant Agreement. (f) HUD Approval of Amendments. During the term of the Grant Agreement this contract shall not be amended in any material respect after such approval and acceptance, without the prior written approval of HUD. "Material" shall be defined as anything, in the control of the Grantee or any Participating Party, which cancels or reduces any devleopmental or financial obligation of any Participating Party by more than ten (10 %) percent, changes the sites or character of any development activity, or increases any time for performance by a party by more than thirty (30) days. (g) Disclaimer of Relationships. Nothing contained in the Grant Agreement, or in the contract between the parties, nor any act of HUD, the Grantee or any of the parties, shall be deemed or construed by any of the parties, or by third persons, to create any relationship of third -party beneficiary, principal and agent, limited or general partnership, joint venture, or any association or relationship involving HUD. (h) Conflict of Interest. No person (i) who is an employee, agent, consultant, officer or elected or appointed official of the unit of general local government in which the Project is located (and the State where the State is the applicant) (or of any designated public agencies) that receives a HDG and who exercises or has exercised any functions or responsibilities with respect to assisted development activities or (ii) who is in a position to participate in a decision making process or gain inside information with regard to such activities, may obtain personal or financial interest or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, either for themselves or those with whom they have family or business ties, during their tenure or for one year thereafter. Exceptions may be granted to this prohibition under the HDG regulations at 24 CFR Part 850. 4