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(h) Project Completion Revort. By executing the Project Completion Report section provided in <br />Appendix E, page 2 of this Agreement, the subdivision certifies that the Project is completed, and the subdivision <br />will submit no additional invoices. When executed, this section represents the complete understandings between the <br />OPWC and the subdivision as to the status of the Proj ect. No other agreements, negotiations, conversations, or any <br />other communications of any form may be submitted as evidence of the status of the Project. The OPWC will not <br />accept or receive disbursement requests subsequent to the subdivision's execution of the Project Completion Report. <br />SECTION 7. Retainaee. Except as provided in the second sentence of this Section 7, Recipient shall <br />comply in all respects with the requirements of Sections 153.12, 153.13, 153.14, and 153.63 of the Revised Code, <br />or other law applicable to it, including, but not limited to, the provisions thereof, to the extent applicable to Recipient, <br />which require the holding of certain amounts from payments to be made to Contractors and the deposit of such <br />amounts into an escrow account established pursuant to Section 153.63 of the Revised Code. Upon written <br />notification to and approval of the Director, Recipient may use its legally applicable construction contract <br />requirements for the proj ect, including, but not limited to, its legally applicable requirements, if any, for the retaining <br />of certain amounts from payments to be made to contractors in lieu of the requirements of Section 153.12, 153.13, <br />153.14, and 153.63 of the Revised Code. <br />SECTION 8. Conditions to Financial Assistance and its Disbursement The Grantor's obligations <br />hereunder, including its obligation to make fmancial assistance available to the Recipient pursuant to the terms of <br />this Agreement, are contingent upon compliance by the Recipient with the following conditions: <br />(a) Recipient's acquisition and corrunitment of the Local Subdivision Contribution necessary for the <br />completion of the Project, its compliance with all other provisions of this Agreement, and its compliance with the <br />provisions of Chapter 164 of the Revised Code and Chapter 164-1 of the Administrative Code. The Recipient shall <br />set forth in Appendix D of this Agreement, a description of the manner or mechanisms of providing its local share <br />of Project funds. <br />(b) Recipient shall execute any and all other documents and certificates as deemed necessary by the <br />Director, subject to the opinion of counsel to the D'uector, as well as any required by changes in State or Federal law, <br />on the date hereof or at any time hereafter in connection with the financial assistance and disbursement of moneys <br />pursuant to this Agreement, including any amendments to this Agreement. <br />SECTION 9. Representations, Warranties and Covenants ofRecipient. TheRecipient represents, warrants <br />and covenants for the benefit of the Grantor as follows: <br />(a) Recipient is a Local Subdivision of the State with all the requisite power and authority to construct, <br />or provide for the construction of, and operate the Proj ect u.nder the laws of the State and to carry on its activities as <br />now conducted; <br />(b) Recipient has the power to enter into and perform its obligations under this Agreement and has been <br />duly authorized to execute and deliver this Agreement; <br />(c) This Agreement is the legal, valid and binding obligation of the Recipient, subject to certain <br />exceptions in the event of bankruptcy and the application of general principles of equity; <br />(d) Recipient has complied with all procedures, prerequisites, and obligations for Project application <br />and approval under Chapter 164 of the Revised Code and Chapter 164-1 of the Administrative Code; excluding <br />Chapter 164-1-32; <br />(e) Recipient is not the subject of nor has it initiated any claim or cause of action that would give rise <br />to any liability which would in any way inhibit Recipient's ability to carry out its performance of this Agreement <br />6