S Grant Agreement – EMS Acceptance of Grant Public Safety Foundation of America for Wireless 9-1-1

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9. Audits/Records Access. The Grantee agrees that the Grantor shall have an absolute right of access to all of the Grantee's records pertaining to the use of grant funds, and further agrees that Grantor shall be entitled to conduct reviews and/or audits of such Grantee records. Grantee agrees that all records pertaining to the grant funds will be made available to Grantor upon request for the reviews and/or audits. Grantee further agrees that such records will be retained for not less than five (5) years from the date hereof. 10. Publicity and Acknowledgment. The Grantee agrees to acknowledge Grantor's support each time projects funded, in whole or in part, by this Agreement are publicized in any news media, brochures or other type of promotional material. 11. Compliance. The Grantee shall comply fully with all applicable federal, state and local laws, ordinances, rules and regulations in perforrriance hereunder. The Grantee shall provide, upon Grantor's request, evidence that all local, Mate and/or federal permits, licenses, r.gistrations and approvals for the purposes for which grant funds are to be expended have been secured. The Grantee shall maintain compliance with such requirements throughout the grant period. Any deviation from the requirements of this section shall result in non-payment of grant funds. Further Grantee represents and warrants to Grantor that Grantee is: (i) a unit of federal, state, or local government; (ii) a federal, state, or local governmental agency; or (iii) a 501(c)(3) not-for-profit organization that is tax-exempt within the meaning of the Internal Revenue Code (each of the foregoing referred to herein as an "Eligible Entity"). By execution hereof, Grantee further represents and warrants that all information supplied to Grantor in the Public Safety Foundation of America Grant Application (the "Application") was true and correct as of the date Grantee submitted the Application, and is true and correct as of the date hereof. Grantee acknowledges and agrees that, per the terms of the Application, supplanting of grant funds is prohibited, and that grant funds may not be used to replace State, local or other funds that are otherwise available to Grantee, and may not be used to defray costs that Grantee, as of the date hereof, is already obligated to pay. The parties agree that grant funds are meant to supplement, not replace, funds already available to Grantee. 12. Controlling Law; Venue. Except as otherwise expressly provided herein, the parties agree that this Agreement shall be governed and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws principles. All proceedings concerning the validity and operation of this Agreement and the performance of the obligations imposed upon the parties hereunder shall be brought in the courts of the State of Florida, County of Volusia, or if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Florida (collectively, the "Florida Courts"). Each parry hereby irrevocably consents to the jurisdiction of the Florida Courts for any proceeding arising out of or relating to this Agreement. 13. Remedies. Unless otherwise expressly provided herein, the rights and remedies hereunder are in addition to, and not in limitation of, other .rights and remedies under this Agreement, at law or in equity, and exercise of one right or remedy shall not be deemed a waiver of any other right or remedy. 14. Grantee's Waiver of Claims and Recourse Against Grantor. The Grantee hereby waives all claims and recourse against the Grantor, its officers, directors, agents, employees and