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14 <br /> 18. Entire Agreement. This Agreement supersedes all prior agreements between the 911 Board <br /> and Grantee; and expresses the entire understanding of the Parties with respect to the transactions <br /> contemplated herein, and shall not be amended, modified, or altered except pursuant to a writing <br /> signed by both Parties. <br /> 19. Grantee Representation and Warranties. Grantee hereby represents and warrants that: <br /> a. Grantee is duly organized and validly existing as a unit of local government under <br /> the laws of the State of North Carolina. <br /> b. This Agreement constitutes a binding obligation of Grantee, enforceable against it <br /> in accordance with its terms. The execution and delivery of this Agreement have been duly <br /> authorized by all necessary action on the part of Grantee and does not violate any applicable <br /> organizational documents of Grantee,or any agreement or undertaking to which it is a party <br /> or by which it is bound. <br /> C. Grantee shall allocate such further and sufficient funds to complete the project in a <br /> manner consistent with this Agreement and the Grant Application. <br /> d. There is no action, suit, proceeding, or investigation at law or in equity or before <br /> any court, public board or body pending, or to Grantee's knowledge, threatened against or <br /> affecting it, that could or might adversely affect the Project or any of the transactions <br /> contemplated by this Agreement or the validity or enforceability of this Agreement or <br /> Grantee's ability to discharge its obligations under this Agreement. <br /> e. All consents or approvals necessary from any governmental authority as a condition <br /> to the execution and delivery of this Agreement have been obtained by Grantee. Grantee <br /> shall provide the 911 Board with evidence of the existence of all such contracts at the time <br /> of the execution of this Agreement. Grantee agrees that the funding contingencies <br /> identified in the Grant Application are waived and that all such parties agree that grant <br /> funding is sufficient for the purposes and scope of the Grant. <br /> f. The Grantee will notify the 911 Board Executive Director of any significant <br /> problems relating to the administrative or financial aspects of the award, such as <br /> misappropriation of funds; use of 911 Funds for non-eligible expenses; or placement or <br /> retaining 911 funds in any account other than the Emergency System Telephone Fund. <br /> g. Grantee certifies that it has complied with G.S. §§14-234 and 133-32 and shall <br /> continue to require compliance for itself and any vendors, contractors or other third parties <br /> during the term of this Agreement. Any violations of G.S. § 14-234(f) shall be reported to <br /> the Board's Executive Director within ten(10) days of Grantee learning of such violation. <br /> 20. Performance Measures. Grantee shall ensure that its contracts with third parties include <br /> performance measures that provide remedies ensuring protection of the Grant Funds,any matching <br /> funds or funds from other sources, and that secure completion of this Agreement consistent with <br /> the time and budget for the Project. Specific measures are within the discretion of Grantee, and <br /> Grantee shall consider including measures including one or more of the following: <br /> a. Requiring terminated vendors to provide costs of cover for replacement goods or <br /> services. <br /> b. Termination of vendor contracts for cause and vendor's forfeiture of rights to <br /> payment. <br /> Page 12 of 21 <br />