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12-131 County of Santa Clara for the 2013 Homeless Census and Survey for FY 2013 AGREEMENT BETWEEN THE CITY OF CUPERTINO AND THE COUNTY OF SANTA CLARA FOR THE 2013 HOMELESS CENSUS AND SURVEY 0- .arp f7 jn/f--- FOR FISCAL YEAR 2013 This Agreement(Agreement) is between the City of Cupertino (CITY) and the County of Santa Clara(COUNTY) on behalf o - -. : Tara Valley Health& Hospital Mental Health Department(SCCMHD). Purpose P This Agreement pertains to a collasorative endeavor between the CITY, COUNTY, and the City of San Jose. CITY will provide funding to COUNTY, who in turn will transfer the funds to the City of San Jose for the selection of a vendor to administer the 2013 Homeless Census and Survey (Project). The goal of the Project 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 Applied Survey Research Inc. (CONTRACTOR), funds as described in Section 4 (Compensation) of this Agreement. CONTRACTOR will be paid by CITY to administer the 2013 Homeless Census Survey (Project). 2. COUNTY Responsibilities a. COUNTY shall transfer all funds received from CITY to the City of San Jose for the selection of a vendor to provide cer..sus and survey administration services for the Project. b. COUNTY will assist City of San Jose in establishing the requirements for a Request for Proposals (RFP)to secure the vendor. c. COUNTY will assist City of San Jose in developing a scope of work for the RFP. d. COUNTY will assist City of San Jose in reviewing proposals submitted to this RFP. 3. Term The term of the Agreement is from January 1, 2013, up to and including, June 30, 2013. 4. Compensation CITY shall provide COUNTY with a one-time payment of$3,470.53 no later th an June 30, 2013. CITY will not be responsible for more than the Maximum Financial Obligation of$3,470.53 of this Agreement. 1 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 2013 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 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: Mental Health Department Administrative Services Division 828 S. Bascom Avenue, Suite 200 San Jose, CA 95128 To CITY: Vera Gil City of Cupertino 10300 Tone 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. 2 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 2013 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 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 18 (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 3 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 2013 of any of the provisions of this Agreement. 12. Entirety This Agreement, including its exhibits, reflects the sole and entire Agreement 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. Severability 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 Law/Venue 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 party 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. 4 "6"0 3798 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 2013 IN WITNESS WHEREOF, the parties have executed this Agreement as indicated below: APPROVED BY •'10 /2//o% 4,1,d c (3(13 Z Nancy . Pena, Date David Brandt Date Director, Mental Health Department City Manager Santa Clara County City of Cupertino APPROVED AS TO FORM AND LEGALITY: .6, / L��v 2— �I s' �e"..1 Greta S. en D to Car orade Date Deputy County Counsel City Attorney Santa Clara County City of Cupertino APPROVED: --=—� //fr/'i3 David McGrew Date SCVHHS, Chief Financial Officer APPROVED: ciA-Ltt. I 43 Rene G. Santiago Date Deputy County Executive and Dir or SCVHHS Santa Clara County (J( )1113(i &&r. 5--7 O5--7O 5 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 2013 IN WITNESS WHEREOF,the parties have executed this Agreement as indicated below: APPROVED BY 11 Nancy D. Pena, Ph.D. Date David Brandt Date Director, Mental Health Department City Manager Santa Clara County City of Cupertino APPROVED AS TO FORM AND LEGALITY: Greta S. Hansen Date Car orade Date Deputy County Counsel C ty Attorney Santa Clara County City of Cupertino APPROVED: David McGrew Date SCVHHS, Chief Financial Officer APPROVED: Rene G. Santiago Date Deputy County Executive and Director SCVHHS Santa Clara County A-i-4,7# ,?tr--- 74 7o / Ct- 9 -/ f .3/`Z 5