14-193 Agreement between Cupertino & County of Santa Clara for the Homeless Census & Survey Project for FY 2015 AGREEMENT BETWEEN THE CITY OF CUPERTINO
AND THE COUNTY OF SANTA CLARA
FOR THE HOMELESS,CENSUS AND SURVEY PROJECT
FOR FISCAL YEAR 2015
This Agreement(Agreement) is between the City of Cupertino (CITY) and the County of
Santa Clara(COUNTY) on behalf of the Santa Clara Valley Health&Hospital Mental
Health Department(SCCMHD).
Purpose
This Agreement pertains to a collaborative endeavor between the CITY, COUNTY,
and the.City of San Jose. CITY will provide funding to COUNTY, who in turn will
transfer the fonds to the City of San Jose for the 2015 Homeless Census and Survey
Project. The goal is to administer a survey and census to determine the scope of
homelessness in the County of Santa Clara.
This Agreement states the specific responsibilities of each party.
IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. CITY Responsibilities
a. CITY shall provide COUNTY funds, in an amount described in Section 4
(Compensation) of this Agreement,for census services provided by Applied
Survey Research Inc. (CONTRACTOR). CONTRACTOR will administer the
2015 Homeless Census Survey.
2. COUNTY Responsibilities
a: COUNTY shall transfer the funds received from CITY to the City of San Jose for
the payment of CONTRACTOR's census and survey administration services.
3. Term
The term of the Agreement is from December 1, 2014, up to and including, June 30,
2015.
4. Compensation
CITY shall provide COUNTY with a one-time'payment of$3,671.55. CITY will
not be responsible for more than the Maximum Financial Obligation of
$3,671.55.
5. Termination
Either party may terminate this Agreement with or without cause upon 30-days
written notice to the other party.
6. Amendments
This Agreement may be modified provided the County Board of Supervisors
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AGREEMENT between COUNTY OF SANTA CLARA on behalf of THE SANTA CLARAVALLEY
HEALTH&HOSPITAL MENTAL HEALTH DEPARTMENT and THE CITY OF CUPERTINO FOR
FISCAL YEAR 2015
approves the amendment or has delegated authority to the Santa Clara County
Mental Health Department(SCCMHD)to amend this Agreement, and provided
the parties execute a written amendment reflecting the modification.
7. Notices
All notices prescribed by this Agreement must be in writing and must be deemed
effective upon their deposit in the United States mail, postage prepaid with return
receipt requested and addressed:
To COUNTY: Don Casillas, Contracts Manager
Mental Health Department
Contracts Administration
828 S. Bascom Avenue, Suite 200
San Jose, CA 95128
To CITY: David Brandt
City Manager, City of Cupertino
10300 Torre Avenue
Cupertino, CA 95014
8. Indemnification
In lieu of and not withstanding the pro rata risk allocation which might otherwise be
imposed between the Parties pursuant to Government Code Section 895.6, the Parties
agree that all losses or liabilities incurred by a party are not to be shared pro rata but
instead the CITY and the COUNTY agree that pursuant to Government Code Section
895.4, each of the parties hereto must fully indemnify and hold each of the other
parties, their officers, board members, employees and agents, harmless from any
claim, expense or cost, damage or liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of the negligent acts or
omissions or willful misconduct of the indemnifying party, its officers, board
members, employees or agents, under or in connection with or arising out of any
work, authority or jurisdiction delegated to such party under this Agreement. No
party, nor any officer, board member, employee or agent thereof is responsible for.
any damage or liability occurring by reason of the negligent acts or omissions or
willful misconduct of other parties hereto, their officers, board members, employees
or agents, under or in connection with or arising out of any work, authority or
jurisdiction delegated to such other parties under this Agreement.
9. Insurance
Without limiting the indemnification of either party to this Agreement, each party shall
maintain or cause to be maintained the following insurance coverage: (1) a policy of
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AGREEMENT between COUNTY OF SANTA CLARA on behalf of THE SANTA CLARAVALLEY
HEALTH&HOSPITAL MENTAL HEALTH DEPARTMENT and THE CITY OF CUPERTINO FOR
FISCAL YEAR 2015
commercial general liability with limits of liability not less than one million dollars
($1,000,000)per occurrence and one million dollars ($1,000,000) annual aggregate; (ii)
a policy of workers' compensation providing statutory coverage; (iii) a policy of
professional errors and omissions liability with limits of liability not less than one
million dollars ($1,000,000) per occurrence/aggregate; and (iv) such other insurance or
self-insurance as shall be necessary to insure it against any claim or claims for damages
arising under the Agreement. Insurance afforded by the commercial general liability
policy shall be endorsed to provide coverage to the other party of the Agreement as an
additional insured. Each party to this Agreement shall provide a Certificate of Insurance
certifying that coverage as required herein has been obtained. The requirements of this
section may be satisfied by the provision of similar coverage through a self-insurance
program.
Authorized to Self-Insure: Nothing in the Agreement shall preclude CONTRACTOR
and CITY from self-insuring all requirements mentioned in this section.
10. Non-Discrimination
CITY and COUNTY must comply with all applicable federal, state, and local laws
and regulations including Santa Clara County's policies concerning
nondiscrimination and equal opportunity in contracting. Such laws include but are not
limited to the following: Title VII of the Civil Rights Act of 1964 as amended;
Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections
503 and 504); California Fair Employment and Housing Act (Government Code
sections 12900 et seq.); and California Labor Code sections 1101 and 1102. CITY
and COUNTY must not discriminate against any subcontractor, employee, or
applicant for employment because of age, race, color, national origin, ancestry,
religion, sex/gender, sexual orientation, mental disability, physical disability, medical
condition, political beliefs, organizational affiliations, or marital status in the
recruitment, selection for training including apprenticeship, hiring, employment,
utilization,promotion, layoff, rates of pay or other forms of compensation. Nor must
CITY and COUNTY discriminate in provision of services provided under this
contract because of age, race, color, national origin, ancestry, religion, sex/gender,
sexual orientation, mental disability, physical disability, medical condition, political
beliefs, organizational affiliations, or marital status.
11. Miscellaneous
This Agreement will be binding upon the successors, assigns,heirs, and
beneficiaries of the parties hereto, subject to the provisions of Section 17
(Assignment) of this Agreement. The paragraph headings used in this
Agreement are intended solely for convenience of reference and will not in any
way, or manner amplify, limit,modify or otherwise be used in the interpretation
of any of the provisions of this Agreement.
12. Entirety
This Agreement, including its exhibits,reflects the sole and entire Agreement
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AGREEMENT between COUNTY OF SANTA CLARA on behalf of THE SANTA CLARAVALLEY
HEALTH&HOSPITAL MENTAL HEALTH DEPARTMENT and THE CITY OF CUPERTINO FOR
FISCAL YEAR 2015
between COUNTY and CITY with respect to the subject matter hereof and will
supersede all prior agreements between the parties as of the effective date hereof.
The parties acknowledge and agree that they have not made any other
representations with respect to the subject matter of this Agreement, or any-
representations inducing its execution and delivery except such representations
as are specifically set forth herein.
13. Severabilitv
In the event any one or more of the provisions contained in this Agreement are,
for any reason, held to be invalid, illegal, or unenforceable in any respect, it will
not affect any other provision of this Agreement. This Agreement will be
construed as if such invalid, illegal or unenforceable provision had never been
contained herein.
14. Governing LawNenue
This Agreement has been executed and delivered in, and will be construed and
enforced in accordance with,the law of the State of California. Venue will be in
the.County of Santa Clara, California.
15. Waiver
No delay or failure to require performance of any provision of this Agreement
will constitute a waiver of that-provision as to that or any other instance. Any
waiver granted by a parry must be in writing, and will apply to the specific
instance expressly stated.
16. Counterparts.
This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original,but all of which together will constitute one and
the same instrument.
17. Assignment
Rights and obligations under this Agreement may not be assigned or delegated,
in whole or in part, without the prior written consent of the other party. CITY
will give COUNTY a minimum of thirty (30) days to consider any request to
assign,prior to the proposed effective date of such assignment.
Failure to obtain prior written consent to an assignment will be deemed a
material breach of this Agreement. Upon an authorized assignment, CITY will
ensure that the terms and conditions of this Agreement will inure to the benefit of
COUNTY-and be binding upon the successor and assignees, except such terms
and conditions as may be expressly waived, in writing, by COUNTY.
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AGREEMENT between COUNTY OF SANTA CLARA on behalf of THE SANTA CLARAVALLEY
HEALTH&HOSPITAL MENTAL HEALTH DEPARTMENT and THE CITY OF CUPERTINO FOR
FISCAL YEAR 2015
IN WITNESS WHEREOF,the parties have executed this Agreement as indicated below:
APPROVED BY:
01-7 L+ /d 3 4-
Martha Paine Date David Brandt Date
Director, General Fund Financial Services City Manager4
Santa Clara Valley Health&Hospital System City of Cupertino
APPROVED AS TO FORM AND LEGALITY:
G Hansen Date 'CarKorade Date
I e Deputy County Counsel Attorney
Santa Clara County f Cupertino
APPR D:
VE CORTESE- ate
mA
President, Board of Supervisors
ATTEST:
MAR 2 4 2015
*yR�ead Date
ohe toard of Supervisors
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