Agmt10 John W. Gardner Center for Youth "JGC", The Sphere Institute

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ORIGINAL AGREEMENT FOR Data Storage, Linkage and Analysis SERVICES John W. Gardner Center for Youth and Their Communities, Stanford University The SPHERE Institute THIS AGREEMENT is made and entered into as of the 30th day of September 2010, by and between the CITY OF REDWOOD CITY, a charter city and municipal corporation ( "City "), the John W. Gardner Center for Youth ( "JGC ") and Their Communities at Stanford University, an educational institution, and The SPHERE Institute (each a "Consultant" and collectively "Consultants ") (City and Consultants are collectively referred to as the "Parties "). It includes the means to be used by SPHERE and JGC to ensure the confidentiality and security of information and data exchanged between Redwood City and SPHERE for the purposes stated below. RECITALS City requires the professional services of a research entity that is experienced in data linkage and analysis. Consultants have the necessary experience in providing these professional services and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, the Parties agree as follows: 1. Scope of Work. City retains Consultants to perform, and Consultants agree to render, those services (the "Services ") that are defined in Exhibit "A," attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. Term. Unless earlier terminated, this Agreement will be effective for a period of two (2) years from the date first above written. The effective dates of this agreement may be modified by written amendment subject to acceptance of both parties. 3. Compensation. The total fee payable for the Services to be performed will be One Dollar ($1.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. 4. Status of Consultants. Consultants will perform the Services as independent contractors and in pursuit of Consultants' independent calling, and not as an employe: of City. Consultants will be under the control of City only as to the results to be accomplished. 5. Indemnification. Each Consultant will defend, indemnify and hold harmless City and its officers, agents, employees and volunteers from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Services by such Consultant, caused solely by the willful misconduct or gross negligence of such Consultant, any subcontractor, anyone directly or indirectly employed by such Consultant or anyone for whose acts any of them may be liable, except where caused by the negligence or willful misconduct of City. For further clarification, neither JGC nor SPHERE will indemnify City for the conduct of the other. This section will survive the expiration or early termination of the Agreement. 6. Insurance. Each Consultant will obtain and maintain policies of commercial general liability insurance or self- insurance, automobile liability insurance or self- insurance, a combined policy of City Attorney Approved Version #05.22.01 1