2004 S EMS - Acceptance of Grant From the Public Safety Foundation of America for Wireless 9-1-1

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(d) Unless Grantee receives written notice from Grantor in writing to the contrary, or unless the parties otherwise agree.. in writing, Grantee agrees that Grantee shall be entitled to reimbursement of expenses, in accordance with the terms and conditions contained herein, for a period of one (1) year from the Effective Date. 3. Reporting Requirements. Grantee agrees that Grantee will submit written reports to Grantor not less than quarterly. Such reports shall include a progress statement, a detailed expense report, evidence of expenses incurred, and such other information as may be reasonably requested by Grantor from time to time. Grantee agrees that as a precondition to reimbursement hereunder, Grantee shall submit invoices and such other evidence of expenses incurred by Grantee, as may be acceptable to Grantor in its sole discretion. 4. Stop Work Notice. Immediately upon receipt of a written. notice to stop work, the Grantee shall. cease all work under this Agreement. 5. Failure to Perform as Required by This Agreement. If the Grantee fails to perform as required by this Agreement, the Grantor may reimburse Grantee only for such work performed under the grant which resulted in the desired or intended outcome (as set forth in the Project Statement), but shall not be required to do so. If Grantee is in material breach of this Agreement, and has failed to perform in accordance with the Project Statement (including without limitation, Grantee's improper use of grant funds) Grantee agrees that Grantee will, immediately upon demand for same, repay Grantor for any grant funds previously provided to Grantee pursuant to this Agreement, and further agrees that Grantee will forfeit any future right to grant funds. 6. Involuntary Termination. In the event that Grantee, for any reason whatsoever, ceases to be an Eligible Entity (as hereinafter defined), Grantee agrees that: (a) Grantee will immediately provide written notice of same to Grantor, (b) Grantor's obligations hereunder shall immediately cease, and (c) Grantee shall forfeit any and all rights Grantee may have to disbursement of further grant funds. Grantee further agrees that Grantee will immediately return to Grantor, any unused grant funds that Grantee may have in its possession at the time Grantee ceases to be recognized as an Eligible Entity. 7. Discretionary Termination. The Grantor shall have the right to terminate this Agreement at its sole discretion at any time upon thirty (30) days prior written notice to the Grantee. In the case of early termination, a final payment. shall be made to the Grantee for work which qualifies for reimbursement hereunder, upon receipt of a final report detailing costs incurred and work performed prior to the date of termination. 8. Force Maieure. Neither the Grantor nor the Grantee, its contractors, vendors or subcontractors, if any, shall be responsible hereunder for any delay, default or nonperformance of this Agreement, to the extent that such delay, default or nonperformance is caused by an act of God, weather, accident, labor strike, fire, explosion, riot, war, rebellion, sabotage or flood, or other contingencies unforeseen by the Grantor or the Grantee, its contractors, vendors or subcontractors and beyond the reasonable control of such parry. 2