Agmt13 RWC 2020 John W. Gardner Center for Youth and their communities, Stanford University- Healthy Corner Store

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The John W. Gardner Center for Youth and Their Communities, Stanford University will provide the following Services: a. Study and examine two of the completed corner store makeovers in North Fair Oaks; b. Conduct interviews and in-person visits to stores to compile data from store owners, youth leaders, and staff; c. Analyze data; d. Submit an approved report by October 31, 2013 to Redwood City 2020. 3. Fundin . Redwood City 2020 will pay to JGC a total amount of$10,000 to fund the research and evaluation for 2012-2013. No other compensation for the Services will be allowed, except for items covered by subsequent amendments to this Agreement. 4. Status of Sequoia Dream Club Members. JGC will perform the Services as an independent contractor and not as an employee of City or Redwood City 2020. 5. Indemnification. JGC will defend, indemnify and hold harmless City and its City Council, officers, officials, agents, employees and volunteers and Redwood City 2020 and its officers, agents, employees, and volunteers, from and against all claims, litigation, damages, losses and expenses including attorney fees arising out of the performance of the Services, caused in whole or in part by the willful misconduct or any negligent act or omission of the JGC or, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where caused by the sole negligence or willful misconduct of City or Redwood City 2020. The Parties expressly agree that any reasonable payment, attorney's fee, cost or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section. The parties expressly agree that this section shall survive the expiration or early termination of the Agreement. 6. Termination. The Parties may terminate this Agreement at any time after a discussion, and written notice to the other pa rty. 7. Amendments. This Agreement may be amended by mutual consent the Parties. Any amendment will be in writing, signed by the Parties, with a statement of the changes in charges or time schedule. 8. Entire Aqreement. This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. I n case of conflict, the terms of the Agreement supersede the purchase order and any other attachment or exhibit. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. 9. Authoritv. The individuals executing this Agreement represent and warrant that they have the legal power, right and actual authority to bind the Parties to the terms and conditions of this Agreement. 10. Report Required. Two weeks prior to end of the Term, JGC shall provide a written report to Redwood City 2020 stating how Redwood City 2020's funding achieved specific results or accomplishments during the Term of the Agreement. �Signature Page Follows] ATTY/AGR/2013.08/JGC HEALTHY CORNER STORE EVAL REV:5/17/13 MLG Page 2 of 3