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EXHIBIT 1 <br />NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals <br />are a substantive part of this P2E Agreement, and the following terms and conditions are <br />approved and together with all exhibits and attachments hereto, shall constitute the entire P2E <br />Agreement between the Contractor and Subcontractor: <br />1. SCOPE OF SERVICES <br />Subcontractor shall perform during the term of this P2E Agreement, the tasks and <br />obligations including all labor, materials, tools, equipment, and incidental customary work <br />required to fully and adequately complete the services necessary for the P2E objectives, as <br />detailed in the Program and Budget Narrative attached hereto as Exhibit B and incorporated <br />herein by reference ("Program"). <br />2. TERM <br />This P2E Agreement shall take effect on the date first written above and shall terminate <br />on December 31, 2025, unless otherwise terminated, cancelled or modified according to the <br />terms of this P2E Agreement. <br />3. DISBURSEMENT AND FUNDS <br />A. Contractor was allocated $927,341.16 in P2E grant funds from the State of <br />California to be expended by December 31, 2025. Contractor agrees to pay to Subcontractor <br />when, if and to the extent State P2E grant funds are received a sum not to exceed $742,000.00 <br />for Subcontractor's performance of the Program through the term of this P2E Agreement. Said <br />sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided <br />herein. <br />B. Subcontractor shall submit monthly invoices (on or before the 151h day of each <br />month) in a form prescribed by the Contractor, detailing such expenses. Such schedule may be <br />modified with the approval of the Contractor. <br />C. Payment is subject to the receipt and approval of such invoices and monthly <br />activity reports. Contractor shall pay such invoices within thirty (30) days after receipt thereof, <br />provided Contractor is satisfied that such expenses have been incurred within the scope of this <br />P2E Agreement and that the Subcontractor is in compliance with the terms and conditions of this <br />P2E Agreement. The thirty (30) day period will discontinue if the reimbursement request is <br />determined to be incomplete and will restart the thirty -day timeline once the remaining required <br />elements have been submitted. Failure to provide any of the required documentation will cause <br />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 P2E Agreement to pay for <br />necessary and reasonable costs allowable under state law and regulations to operate said P2E <br />Program only. Subcontractor's failure to perform as required may, in addition to other remedies set <br />forth in this P2E Agreement, result in readjustment of the amount of funds the Contractor is <br />2 <br />