DISCOVERY SCIENCE CENTER OF ORANGE COUNTY

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d. Upon reasonable notice to DSC, 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 regarding the Program. City and/or its representatives shall also schedule on -site monitoring at its discretion. Noth- ing herein shall be construed to require access to any privileged or confidential infor- mation 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 and three (3) years beyond. f. 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. COMPENSATION City shall pay to DSC for the Program $11,250 per month for DSC's provision of one Program day per month, for a maximurn aggregate payment of One Hundred Thirty -Five Thousand Dollars ($135,000) annually, to be paid in quarterly installments. City shall withhold quarterly payment if DSC fails to provide the quarterly reporting as required by Section I.e., above, in conformance with this Agreement. The total amount to be expended under this Agreement shall not exceed $405,000. 3. TERM This Agreement shall commence on January 1, 2018 and terminate on December 31, 2020, un- less terminated earlier in accordance with Section 12, below. 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, 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 snrivar taxes for its employees and shall be responsible for all applicable withholding taxes. 5. INSURANCE Prior to undertaking performance of work under this Agreement, DSC shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: Page 2 of 7