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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 />