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initiation of any proceeding, investigation, audit or Inquiry, into Grantee's orl.einization or activities Grantee acknowledges and affirms that it operates in accordance with accepted principles of 0-ood corporate governance and that its management is overseen by a reputable and independent Board of Directors. Trustees, or the equivalent, comprising at least three (3) members and meeting at least three times annually. Grantee agrees to make publicly available a list of its board members (or trustccs or the equivalent) and officers, the salaries each receives, and additional identifying information such as address, citizenship, etc. Grantee agrees to publicly maintain thc same information for any of its affiliate or subsidiary organizations. Section 7. Other Grantee Duties and Obligations. The Grantee agrees to: perfbmt all duties, functions and acts as required by the Letter in accordance with the highest standards of professionalism, competence and integrity; source, train, manage and allocate the human resources, expertise and capacity required to achieve project objectives; promptly replace any human resources assigned under the Letter that the Foundation considers to be unsatisfactory or unsuitable for such assignment; apply sound governance and compliance with all relevant legislation as well as ensure adherence to all relevant and appropriate profession& requirements; keep suitable and accurate records, and ensure safe keeping of all such written permission of the Foundation, which permission may be withheld in the Foundation's sole discretion; promptly provide the Foundation with updated information about Grantee's corporate/tax status, financials, board members, executive team members, and any other information requested by the Foundation upon request; and to use every effort to comply with applicable labor legislation and to prevent any internal dispute front impacting negatively upon its obligations in terms of the Letter. Section 8. Grantee Warranties. The Grantee warrants and represents to the Foundation that: (a) it has all the right, power, and authority necessary to enter into this Letter, perform its obligations herein, and giant the rights it grants to the Foundation; (b) its performance of this Letter and the Foundation's exercise of its rights under this Letter, will not conflict with the terms or provisions of any written agreement by which it is bound; and (c) it has made a full disclosure to the Foundation, with respect to all information at its disposal, pertaining to the project and these conditions. Section 9. Progress Reports. Grantee shall provide to the Foundation interim progress reports and a final report, each of which must include a narrative portion and a financial portion, expressed in United States Dollars and prepared in accordance with generally accepted accounting procedures ("GAAP"), and must detail Grantee's use of Grant funds and rnust be signed by an authorized officer of Grantee and submitted according to the following schedule: Page - 3 Couto. of fireiVail Fire Departmew MSDF Grant Lerter - Rev Dare 10.24-10