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then Dublin, Livermore and Pleasanton shall each provide up to One Hundred Thousand Dollars ($100,000), for a cumulative total not to exceed Three Hundred Thousand Dollars ($300,000), to Stanford — ValleyCare to reimburse the cost of supplies and equipment and other actual, reasonable out-of-pocket costs incurred by Stanford — ValleyCare (other than labor and staffing costs) in connection with the operation of the mobile testing site and testing and screening services provided by Stanford—ValleyCare under this MOU (collectively the "City Funds"). The parties agree to cooperate and use best efforts to secure federal (including,but not limited to, Federal Emergency Management Agency — FEMA) and/or state reimbursement for eligible expenses related to the mobile test site, including eligible Dublin, Livermore and Pleasanton expenditures related to the financial support described in this Section 2, and expenditures related to logistical support (including, but not limited to,personnel costs)described in Section 3 below. c. Invoicing and Payment. Stanford—ValleyCare shall send invoices to Pleasanton listing the itemized components in Total Testing Costs, as well as labor and staffing costs, which Pleasanton shall then submit to the County of Alameda for reimbursement pursuant to the County MOU, and be passed through to Stanford-ValleyCare in accordance with Section 2.a above. d. No Employment Relationship. Notwithstanding financial support by Dublin, Livermore and Pleasanton to reimburse Stanford—ValleyCare for the cost of testing supplies and equipment, Stanford—ValleyCare acknowledge that its employees, agents, contractors and volunteers at the mobile test site are not employees of Dublin, Livermore or Pleasanton. C. Continuation. Except as specifically amended and modified by this Second Amendment,the MOU shall remain in full force and effect in accordance with its terms as in existence on the date of this Second Amendment. D. Defined Terms. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the MOU. E. Conflicts. In the event of any conflict between the terms and provisions of this Second Amendment and the terms and provisions of the MOU,the terms and provisions of this Second Amendment shall control. F. Reference. The terms and provisions of this Second Amendment are incorporated by this reference into the MOU as though fully set forth in the MOU. From and after the date of this Second Amendment,any reference to the MOU shall mean the MOU as amended and modified by this Second Amendment. G. Counterparts. This Second Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. Counterparts may be delivered via facsimile,electronic mail(including pdf or any electronic signature complying with U.S. federal E-Sign Act of 2000 (15 U.S. Code §7001 et Second Amendment to MOU for Funding of Tri-Valley Mobile COVID-19 Test Site Page 3