25E - AGMT - PUBLIC EDUCATION SERVICES

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V. Number of Eco Challenge attendees on Santa Ana Waste Free Days vi. Documentation of program components, including samples of printed materials. d. City and/or its representatives shall have access for purposes 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 in regard to said 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. e. 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. Records which relate to costs and expenses of this Agreement to which City or any other governmental agency takes exception, shall be retained beyond the four (4) years until resolution or disposition of such appeals, litigation, claims, or exceptions. f. Without prejudice to any other provisions of this Agreement, DSC shall, where applicable, 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, monitoring and verifications of reports submitted by DSC, costs incurred and services rendered hereunder. 2. CITY'S OBLIGATIONS Upon execution of this Agreement by DSC, City shall pay to DSC from CalRecycle grant funds, for the Santa Ana Waste Free Days Program, at the rate of $10,000 per month for DSC's provision of one educational Program day per month, to a maximum aggregate payment of One Hundred Twenty Thousand Dollars ($120,000), annually, in quarterly installments. Payments shall be made to DSC quarterly in advance. However, City shall withhold quarterly payment if DSC fails to provide the quarterly reporting as required by Section 1.C., above, in conformance with this Agreement. 3. TERM This Agreement shall commence on the date first written above and terminate on February 28, 2015, unless terminated earlier in accordance with Section 12, below. The term of this Agreement may be extended upon a writing executed by the Executive Director of Public Works. 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 relating to employees and shall be responsible for all applicable withholding taxes. 2 25E-4