25F - AGMT - DISCOVERY SCIENCE CENTER

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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 con- strued to require access to any privileged or confidential information as set forth in fed- eral 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. 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, litiga- tion, claims, or exceptions. Without prejudice to any other provisions of this Agreement, DSC shall, where applica- ble, maintain the confidential nature of information provided to it concerning partici- pants in accordance with the requirements of federal and state law. However, DSC shall submit to City or its representatives, all records requested, including audit, examina- tions, monitoring and verifications of reports submitted by DSC, costs incurred and ser- vices 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 provi- sion of one educational Program day per month, to a maximum aggregate payment of One Hundred Twenty Thousand Dollars ($120,000), amorally, in quarterly installments. Payments shall be rnade to DSC quarterly in advance. However, City shall withhold quarterly payment if DSC fails to provide the quarterly reporting as required by Section Le., above, in confornlance with this Agreement. 3. TERM This Agreement shall commence on the date first written above and terminate on July 4, 2017, unless terminated earlier in accordance with Section 12, below. The tern of this Agreement may be extended upon a writing executed by the City Manager and City Attorney, for two (2) additional, one -year terms. 4, INDEPENDENT CONTRACTOR DSC shall, during the entire term of this Agreement, be construed to be an independent con- tractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer - employee relationship, ajoint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which DSC perfortrs 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 25F -4