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attached hereto as Exhibit B. The total sum to be expended under this Agreement shall not exceed $500,000.00 during the term of this Agreement. b. Half of the total amount ($250,000.00) shall be paid by City to Consultant upon execution of the Agreement. The remaining amount due and owing to Consultant shall be paid by City to Consultant upon satisfactory completion of the project. Payment by City shall be made within ten (10) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. If Consultant does not provide services totaling the amount of the initial payment, Consultant shall refund the excess payment back to the City. c. Consultant acknowledges that the source of funding for this Agreement is County of Orange general funds, and that payments are only to be used to make necessary expenditures incurred due to the public health emergency with respect to COVID-19. The City reserves the right to reduce the amount of funds to Consultant, or to completely terminate this Agreement, in the City's sole discretion, if there is a reduction in County of Orange general funds provided to the City. [cam Ciu I This Agreement shall commence on the date first written above and continue through August 31, 2021, unless terminated earlier in accordance with Section 15 below, or pursuant to the terms of the City's resolution proclaiming a local emergency. This Agreement shall also cover any and all services provided by the Consultant to the City prior to the Effective Date. The Tenn of this Agreement may be extended by a writing executed by the City Manager and the City Attorney. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of Page 2 of 10