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NOW THEREFORE, it is agreed by and between the parties that the foregoing Recitals are a substantive part of this P2E Agreement, and the following terms and conditions are approved and together with all exhibits and attachments hereto, shall constitute the entire P2E Agreement between the Contractor and Subcontractor: 1. SCOPE OF SERVICES Subcontractor shall perform during the term of this P2E 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 P2E objectives, as detailed in the Program and Budget Narrative attached hereto as Exhibit B and incorporated herein by reference ("Program"). 2. TERM This P2E Agreement shall take effect on the date first written above and shall terminate on December 31, 2025, unless otherwise terminated, cancelled or modified according to the terms of this P2E Agreement. 3. DISBURSEMENT AND FUNDS A. Contractor was allocated $927,341.16 in P2E grant funds from the State of California to be expended by December 31, 2025. Contractor agrees to pay to Subcontractor when, if and to the extent State P2E grant funds are received a sum not to exceed $742,000.00 for Subcontractor's performance of the Program through the term of this P2E Agreement. Said sum shall be paid after Contractor receives invoices submitted by Subcontractor as provided herein. B. Subcontractor shall submit monthly invoices (on or before the 15' day of each - month) in a -form prescribed -by -the -Contractor, detailing such expenses: -Such -schedule -may be modifiedwith the approval of the Contractor. C. Payment is subject to the receipt and approval of such invoices and monthly 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 P2E Agreement and that the Subcontractor is in compliance with the terms and conditions of this P2E 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 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 P2E Agreement to pay for necessary and reasonable costs allowable under state law and regulations to operate said P2E Program only. Subcontractor's failure to perform as required may, in addition to other remedies set forth in this P2E Agreement, result in readjustment of the amount of funds the Contractor is