REGENTS OF THE UNIVERSITY OF CALIFORNIA, THE (5)

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G. CONTRACTOR represents that it is knowledgeable in its field, and is willing to provide workforce training services under the Workforce Training Program pursuant to applicable Federal and California laws. H. The CITY and CONTRACTOR (each, a "Party" and jointly, the "Parties") desire to enter into this Agreement so that CONTRACTOR may receive a subgrant of the proceeds of the WIOA and/or SSA Grants (hereinafter defined as the "Subgrant") in consideration for CONTRACTOR's participation in the CITY's WIOA and/or SSA Programs and provision of services to Qualified Participants upon the request of the CITY. WHEREFORE, for and in consideration of the respective and mutual covenants and promises hereinafter contained and made, and subject to all the terms and conditions hereof, the Parties hereto do hereby agree as follows: I. CONTRACTOR'S OBLIGATIONS A. In compliance with all of the terms and conditions of this Agreement, CONTRACTOR shall provide the CONTRACTORS Services, as authorized by the CITY's Representative. CONTRACTOR represents and warrants that CONTRACTOR's Services to be provided hereunder shall be performed in a competent, professional and satisfactory manner in accordance with the CITY's Workforce Training Program. B. CONTRACTOR agrees to provide benefits to individuals who participate in the activities and services funded by this Agreement ("Participants") in accordance with the standards and requirements set forth in this Agreement. C. CONTRACTOR acknowledges and agrees that CITY shall request that CONTRACTOR provide the CONTRACTOR' Services on an "as requested" basis and that CITY does not guaranty a minimum number of Qualified Participants for whom CONTRACTORS Services shall be requested and required under this Agreement. CONTRACTOR acknowledges and agrees that CONTRACTOR shall not commence to provide CONTRACTOR's Services to a particular Qualified Participant hereunder unless and until CONTRACTOR receives a Notice to Proceed from the CITY authorizing the provision of CONTRACTOR' Services to that particular Qualified Participant. CONTRACTOR further acknowledges and agrees that this Agreement and any request for the provision of services hereunder is nonexclusive and that the CITY may enter into similar agreements with other entities for the provision of similar services. D. Time is of the essence in the performance of this Agreement. CONTRACTOR shall perform and complete all of CONTRACTOR's Services in a timely and expeditious manner. CONTRACTOR shall not be responsible for delays caused by circumstances beyond its reasonable control, provided that CONTRACTOR has delivered to the CITY written notice of the cause of any such delay within ten (10) days of the occurrence of such cause. E. Scope of Services. On an as -needed basis, and at the sole discretion of CITY, CONTRACTOR shall perform the services that are described in Exhibit A. The Scope of Page 2 of 18