DISCOVERY SCIENCE CENTER OF ORANGE COUNTY (2)

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d. Upon reasonable notice to DSC, City and/or its representatives shall have access for pur- poses of monitoring, auditing, and examining DSC's activities and performance, to books, documents and papers, and the right to examine records of DSC's subcontractors, bookkeepers and accountants, employees and participants regarding the Program. City and/or its representatives shall also schedule on -site monitoring at its discretion. Nothing herein shall be construed to require access to any privileged or confidential information as set forth in federal or state law. C. All accounting records and evidence pertaining to all costs of DSC and all documents related to this Agreement shall be kept available at DSC's office or place of business for the duration of the Agreement and three (3) years beyond. Without prejudice to any other provisions of this Agreement, DSC shall, where applica- ble, maintain the confidential nature of information provided to it concerning participants in accordance with the requirements of federal and state law. However, DSC shall submit to City or its representatives, all records requested, including audit, examinations, moni- toring and verifications of reports submitted by DSC, costs incurred and services rendered hereunder. 2. COMPENSATION City shall pay to DSC for the Program $11,250.00 per month for DSC's provision of one Program day per month, for a maximum aggregate payment of One Hundred Thirty -Five Thousand Dollars ($135,000) annually, to be paid in biannual installments, as set forth in Exhibit A. City shall withhold payment if DSC fails to provide the quarterly reporting as required by Section Le., above, in conform- ance with this Agreement. The total amount to be expended under this Agreement, including any exten- sion periods, shall not exceed $675,000. 3. TERM This Agreement shall commence on January 1, 2021 and terminate on December 31, 2023, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended for two 1-year periods each upon mutual agreement of the parties. 4. INDEPENDENT CONTRACTOR DSC 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 DSC performs the services which are the subject matter of this Agreement; however, the services to be provided by DSC shall be provided in a manner consistent with all applicable standards and regulations governing such services. DSC shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes for its employees and shall be responsible for all applicable withholding taxes. Page 2 of 7