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G. Subcontractor represents that it has the requisite qualifications, expertise, and experience to use said P2E grant funds to operate pursuant to P2E objectives. H. This P2E Agreement is contingent upon the award of P2E grant funds from the State ofCalifornia. I. Contractor and Subcontractor have duly executed this P2E Agreement for the expenditure and utilization of said P2E funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this P2E Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire P2E Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the tern of this P2E Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services necessary for the P2E objectives, as detailed in the Program and Budget Narrative attached hereto as Exhibit C and incorporated herein by reference and in the Performance Indicators attached hereto as Exhibit D and incorporated herein by reference ("Program"). VX:iul This P2E Agreement shall take effect on the date first written above and shall terminate on March 31, 2022, unless otherwise terminated, cancelled or modified according to the terms of this P2E Agreement. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $3,816,967.00 in P2E grant funds from the State of California to be expended by March 31, 2022. Contractor agrees to pay to Subcontractor when, if and to the extent State P2E grant funds are received a sum not to exceed $900,000,00 for Subcontractor's performance of the Program through the term of this P2E Agreement. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit quarterly invoices (on or before the 15,11 day of October, January, April, and July) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. C. Payment is subject to the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this P2E Agreement and that the Subcontractor is in compliance with the terms and conditions of this P2E Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined