Agmt13 RWC 2020 John W. Gardner Center for Youth and Their Communities, Stanford University- RWC 2020

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i 4. Schedule. Stanford acknowiedges the importance to City of City's project schedule and agrees to use reasonable professional efforts to meet the schedule. City understands that Stanford's performance must be governed by sound practices. Stanford will adhere to the schedule set forth in Exhibit "A", provided, that City in its discretion may grant reasonable extensions of time for the performance of such services occasioned by unavoidable delays occasioned by circumstances. 5. Time is of the Essence. Time is of the essence for each and every provision of this Agreement. 6. Compensation. This is a cost-reimbursement contract. The total fee payable for the Services to be performed will be $10,000.00. Payment will be made pursuant to the terms of Exhibit "A." No other compensation for the Research Services will be allowed, except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold ten percent (10%) retention until City has accepted only as ta form and timeliness the Services specified in Exhibit "A." There shall be no additional charge for expenses unless agreed to by City. Payment shall occur only after receipt by City of monthly invoices for costs incurred to date but not previously invoiced. Each invoice shall reference in full the Agreement Number and the amount expended in the current period and cumulatively to date by major cost category. All invoices will include the following signed certification: I hereby affirm that the above bill is correct and just and that payment thereof has not been received. The fina! invoice, signed, certified and clearly marked FINAL, witi be forwarded within forty-five (45) days of Agreement end date. City's final payment to Stanford is conditional upon receipt and acceptance of all required reports There shall be no additional charge for expenses unless agreed to by City. The payment made to Stanford pursuant to the Agreement will be the full and complete compensation to which Stanford is entitled. City will not make any federal or state tax withholdings on behalf of Stanford or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Stanford or its employees or subcontractors. 7. Independent Contractor Status. Stanford will perform the Research Services as an independent contractor and not as an employee of City. The persons used by Stanford to provide services under this Agreement shall not be considered employees of City for any purposes. 8. Subcontractinq. Stanford will not subcontract any portion of the Research Services. ATTY/AGR/2012.189lJOHN W.GARDNER CENTER FOR YOUTH AND THEIR COMMUNITIES,STANFORD UNfVERSITY REV:12-04-12 PT Page 2 of 7