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applicable organizational documents of the GRANTEE, or any agreement or undertaking to which it is a party or by Which it is bound. c. There is no action, suit, proceeding, or investigation at law or in equity or before any court, public board or body pending, or to the GRANCEE'S knowledge, threatened against or affecting it, that could or might adversely affect the Project or any of the transactions contemplated by this Agreement or the validity or enforceability of this Agreement or the GRANTEE' S ability to dischazge its obligations under this Agreement. d. No consent or approval is necessary from.any governmental authoriry.as a condition to the execution and delivery of this Agreement by the GRANTEE. ,GRANDEE shall secure vendor assurances that tower rental and network maintenance will be fully provided by the vendor. The GRANTEE shall provide the CENTER with. evidence, of the existence of all such contracts at the time of the execution of this Agreement. e. GRANTEE shall submit a copy of it's conflict to interest policy, and shall ensure that such policy conforms to the requirements of applicable laws, 19. Subcontractint=.. The GRANTEE shall not subcontract any of the work contemplated under this contract without obtaining prior written approval from the Center. Any approved subcontract shall be subject to all conditions of this Agreement. Only the subcontractors specified in the GRANDEE's application are to be considered approved upon awazd of the contract. The GRANTEE shall be responsible for the performance of any subcontractor. 20. Excusable DelaySForce Majeure). Neither parry shall be liable for any. failure or delay in performing any of its obligations under this Agreement, that is due to causes beyond its reasonable control, such as; but not limited to, acts of God, earthquakes and other natural catastrophes,, governmental acts, shortages of supplies, riots, war, fire, epidemics, delays in common carriers, labor strikes or other difficulties or circumstances beyond its reasonable control. GRANDEE shall notify the CENTER and the a-NC promptly of any factor, occurrence or event that comes to its attention that may affect or delay the GRANDEE'S ability to perform any of its other obligations hereunder. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay. 21. Dispute Resolution. The Pazties agree that it is in their mutual interest to resolve disputes informally. A claim by Grantee shall be submitted in writing to the e-NC for decision. A claim by the e-NC or Center shall be submitted in writing to Grantee for decision. The Pazies shall negotiate in good faith and use all reasonable efforts to resolve such dispute(s). During the time the Parties are attempting to resolve any dispute, each shall proceed diligently to perform their respective dudes!and responsibilities under this Conu~acf. If a dispute cannot be resolved between the Pazties within thirty (30) days after delivery of notice, either Party may elect to exercise any other remedies available under this Contract, or at law; or invite the other pazty [o submit the tnatter to mediation. If both Parties. agree to submit the matter to mediation, the following actions shall betaken: a. Each party shall recommend a mediator cerifted by the N.C. Courts after first determining that the recommended mediator, and said mediator's firm, if any, have no conflicYOrprior knowledge of the matter to be resolved, and no prior work for or against either party; and, b. The recommended mediators must have knowledge of the general subject matter of this. Grant; and, c. The recommended mediators must be able to execute and deliver a satisfactory cdnfidentialiry and non-disclosure agreement if information exempt from disclosure under N.C.G.S. §132-1, et. seq. is relevant or material to the matter to be resolved; and, d. Recommended tediators and their respective contact and qualification information shall be exchanged within five (5) days to each party as provided in paragraph 21 below following the agreement to mediate; and F Page 6 of 12