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G. This CA4AI1 Agreement is contingent upon the award of CA4A11 grant funds from the State of California. H. Contractor and Subcontractor have duly executed this CA4All Agreement for the expenditure and utilization of said CA4A11 funds. NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this CA4All Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire CA4All Agreement, between the Contractor and Subcontractor: SCOPE OF SERVICES Subcontractor shall perform during the term of this CA4All 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 CA4All objectives, as detailed in the Program Proposal attached hereto as Exhibit B and incorporated herein by reference ("Program"). 2. TERM This CA4A11 Agreement shall take effect on the date first written above and shall terminate on May 1, 2024, unless otherwise terminated, cancelled or modified according to the terms of this CA4All Agreement. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $4,497,514.00 in CA4All grant funds from the State of California to be expended by May 1, 2024. Contractor agrees to pay to Subcontractor when, if and to the extent State CA4A11 grant funds are received a sum not to exceed $250,000.00 for Subcontractor's performance of the Program through the term of this CA4A11 Agreement. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. In accordance with the Reporting and Invoicing requirements found in Exhibit A, Subcontractor shall submit quarterly invoices 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 CA4A11 Agreement and that the Subcontractor is in compliance with the terms and conditions of this CA4A11 Agreement. The thirty (30) day period will discontinue if the reimbursement request is determined to be incomplete and will restart the thirty -day timeline once the remaining required elements have been submitted. Failure to provide any of the required documentation