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NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this ARPA Agreement, and the following terms and conditions are approved and together with all exhibits, attachments, and references hereto, shall constitute the entire ARPA Agreement between the Contractor and Subcontractor: 1. ENGAGEMENT AGREEMENT Except as herein modified, Subcontractor shall comply with the terms and conditions of the Engagement Agreement, which remain unchanged and in full force and effect. 2. TERM This ARPA Agreement shall take effect on the date first written above and shall run concurrently with the Engagement Agreement, and will be extended, terminated, or expire in accordance with Section 3 of the Engagement Agreement ("Term"), This ARPA Agreement shall cover the payment if any and all services by Subcontractor since the date the ARPA grant funds were awarded to the Contractor. 3. DISBURSEMENT AND FUNDS A. Contractor agrees to pay to Subcontractor when, if and to the extent ARPA and SLFRP grant funds are received a sum not to exceed $1,173,500 for Subcontractor's performance of the Program through the Term. The not to exceed amount of $1,173,500 shall include any amounts owed by Contractor to Subcontractor pursuant to the Engagement Agreement. Said sure shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit monthly invoices (on or before the 15a' day of each month) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be modified with the approval of the Contractor. C. Payment is subjectto the receipt and approval of such invoices and quarterly activity reports. Contractor shall pay such invoices within forty-five (45) days after receipt thereof, provided Contractor is satisfied that such expenses have been incurred within the scope of this ARPA Agreement and that the Subcontractor is in compliance with the terms and conditions of this ARPA Agreement. The forty-five (45) 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 will cause the Contractor to withhold all or a portion of a request for reimbursement until such documentation has been received and approved by the Contractor, D. Subcontractor agrees to use said funds pursuant to this ARPA Agreement to pay for necessary and reasonable costs allowable under federal and state law and regulations to operate said Program only, Subcontractor's failure to perform as required may, in addition to other remedies set forth in this ARPA Agreement, result in readjustment of the amount of fimds the