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<br />EXHIBIT 1 <br />will cause the Contractor to withhold all or a portion of a request for reimbursement until such <br />documentation has been received and approved by the Contractor. <br />D.Subcontractor agrees to use said funds pursuant to this CA4All Agreement to pay <br />for necessary and reasonable costs allowable under state law and regulations to operate said <br />CA4All Program only. Subcontractor’s failure to perform as required may, in addition to other <br />remedies set forth in this CA4All Agreement, result in readjustment of the amount of funds the <br />Contractor is otherwise obligated to pay to the Subcontractor pursuant to the terms hereof, or <br />termination of this CA4All Agreement. <br />4.STATE CA4ALL AGREEMENT <br />Contractor entered into State Agreement Number JP1012 with the State of California <br />receiving and recognizing $4,497,514.00 in CA4All grant funds to be used by Contractor to <br />address youth workforce development. A true and correct copy of the State CA4All Agreement <br />is attached hereto as Exhibit A and incorporated herein by this reference. Subcontractor has been <br />made aware of the State CA4All Agreement and agrees to comply with all the conditions of the <br />State CA4All Agreement and the applicable State requirements governing the use of CA4All <br />grant funds. <br />5.INDEPENDENT CONTRACTOR <br />Subcontractor shall, during the entire term of this CA4All Agreement, be construed to be <br />an independent contractor and not an employee of the Contractor. This CA4All Agreement is <br />not intended nor shall it be construed to create an employer-employee relationship, a joint <br />venture relationship, or to allow the Contractor to exercise discretion or control over the <br />professional manner in which Subcontractor performs the services which are the subject matter <br />of this CA4All Agreement; however, the services to be provided by Subcontractor shall be <br />provided in a manner consistent with all applicable standards and regulations governing such <br />services. Subcontractor shall pay all salaries and wages, employer's social security taxes, <br />unemployment insurance and similar taxes relating to employees and shall be responsible for all <br />applicable withholding taxes. <br />6.OWNERSHIP OF MATERIALS <br />This CA4All Agreement creates a non-exclusive and perpetual license for Contractor to <br />copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual <br />property embodied in plans, specifications, studies, drawings, estimates, and other documents or <br />works of authorship fixed in any tangible medium of expression, including but not limited to, <br />physical drawings or data magnetically or otherwise recorded on computer diskettes, which are <br />prepared or caused to be prepared by Subcontractor under this CA4All Agreement (“Documents <br />& Data”). Subcontractor shall require all subcontractors to agree in writing that Contractor is <br />granted a non-exclusive and perpetual license for any Documents & Data the subcontractor <br />prepares under this CA4All Agreement.Subcontractor represents and warrants that <br />Subcontractor has the legal right to license any and all Documents & Data. Subcontractor makes <br />no such representation and warranty in regard to Documents & Data which were provided to <br />3