20-017 Santa Clara County, Revenue Agreement, Services Related to Preparation of the 2020-2025 Consolidated Plan REVENUE AGREEMENT BETWEEN THE
COUNTY OF SANTA CLARA
AND THE CITY OF CUPERTINO
This Agreement is entered into by and between the County of Santa Clara (the "County") and the City of
Cupertino (the "City"), individually, a "Party" and, collectively, the "Parties," in order to provide funding for
and establish roles, rights and responsibilities related to contracting with the Lawyers' Committee for Civil
Rights Under Law ("Lawyers' Committee") for services related to preparation of the Assessment of Fair
Housing ("AFH") and Michael Baker International, Inc. ("MBI") for services related to preparation of the
2020-2025 Consolidated Plan ("Con Plan").
RECITALS
A. WHEREAS, the U:S. Department of Housing and Urban Development (HUD) requires recipients of
Community Development Block Grant (CDBG) and HOME Investment Partnership Program (HOME)
grants to prepare and submit a Consolidated Action Plan (Con Plan) and Assessment of Fair Housing
(AFH), which enables recipients to continue to receive annual CDBG and HOME funds;
B. WHEREAS, the County and.City each are recipients of CDBG and/or HOME funds;
C. WHEREAS, the County and City each are required to prepare and submit a Con Plan and AFH;
D. WHEREAS, a coordinated effort between the County and City in preparing the Con Plan and AFH would
reduce costs and optimize community input;
E. WHEREAS, the County took a lead role in inviting contractors to submit proposals to prepare the Con
Plan and AFH for the County and Santa Clara County cities, including the City;
F. WHEREAS,the County previously took a lead role in working with the City and other cities in Santa Clara
County in selecting the contractor that prepared the prior Con Plan and Analysis of Impediments (AI)
and entered into the agreement with contractor;
G. WHEREAS, the City participated in the process of evaluating contractors' proposals for preparation of
the Con Plan and AFH;
H. WHEREAS, the City seeks to leverage the County's previous experience in contracting for Con Plan and
AFH services;
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Con Plan and AFH Revenue Agreement
City of Cupertino
I. WHEREAS, on August 27, 2019, the County Board of Supervisors approved Service Agreements with
the Lawyers' Committee for preparation of the AFH and MBI for preparation of the Con Plan;
In consideration of the foregoing Recitals, and the mutual promises and covenants contained in this
Agreement,the Parties agree as follows:
AGREEMENT
SECTION 1, TERM
This Agreement is effective upon full execution and will continue thereafter until June 30, 2020, unless
extended by mutual consent.
SECTION 2 ROLES AND RESPONSIBILITIES
a) Upon presentation of an invoice by County to the City, the City shall reimburse the County for its
share of expenses associated with Con Plan in an amount not to exceed $4,202 for Con Plan base
services and in an amount not to exceed $37,560 for Con Plan Optional Tasks through June 30,
2020. Invoices for the Con Plan will be billed in two installments.
b) City shall reimburse the County for its share of expenses associated with AFH in an amount not to
exceed $4,190 for AFH base services through June 30, 2020. Invoices for the AFH will be billed in
one installment in June 2020.
c) The County shall submit quarterly reports and submit all invoices to the City's Program Manager.
SECTION 3 MUTUAL INDEMNLFICATION
Each Party agrees to indemnify,defend, and hold harmless the other Party from any claim, liability, or loss
resulting from the willful, wrongful, or negligent act or omission of the indemnifying Party, its members,
officers, directors, trustees, agents or employees for its or their performance or failure to perform
provisions of this Agreement. Each Party shall notify the other Party, in writing, of any claim of injury or
damage related to activities performed pursuant to this Agreement. The Parties shall cooperate with each
other in the investigation and disposition of any claim arising out of activities of this Agreement, provided
that nothing shall require either Party to disclose any documents, records, or communications which are
protected under the attorney-client privilege or the attorney work product doctrine. The provisions of this
section shall,survive the termination of this Agreement.
SECTION 4 TERMINATION
Either party may terminate this Agreement at any time for cause upon providing notice and an opportunity
to cure to the other party.
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Con Plan and AFH Revenue Agreement
City of Cupertino
SECTION 5 CALIFORNIA PUBLIC RECORDS ACT
The County is a public agency subject to the disclosure requirements of the California Public Records Act
("CPRA"). If the City's=proprietary information is contained in documents or information submitted to
County, and the City claims that such information falls within one or more CPRA exemptions,the City must
clearly mark such information "CONFIDENTIAL AND PROPRIETARY," and identify the specific lines
containing the information. In the event of a request for such information, the County will make best
efforts to provide notice to the City prior to such disclosure. If the City contends that any documents are
exempt from the CPRA and wishes to prevent disclosure, it is required to obtain a protective order,
injunctive relief or other appropriate remedy from a court of law in Santa Clara County before the County
is required to respond to the CPRA request. If the City fails to obtain such remedy within the time the
County is required to respond to the CPRA request, County may disclosethe requested information.
The City further agrees that it shall defend, indemnify and hold County harmless against any claim, action
or litigation (including but not limited to all judgments, costs, fees, and attorney's fees) that may result
from denial by County of a CPRA request for information arising from any representation, or any action, by
the City.
SECTION 6 ASSURANCE
Each Party represents and warrants that it has the authority to enter into this Agreement.
SECTION 7 RELATIONSHIP
Nothing contained in this Agreement shall be deemed or construed by the Parties or any third party to
create the relationship.of partners orjoint ventures between the City and the County.
SECTION 8 ENTIRE AGREEMENT
This instrument contains the entire agreement between the Parties, and no statements, promises or
inducements made by either Party or the designated agent of either Party that are not contained in this
Agreement shall be valid or;binding.
SECTION 9 MODIFICATION
This Agreement may not be enlarged, modified, or altered, except if it is evidenced in writing, signed by
the Parties and endorsed to this Agreement.
SECTION 10 INSURANCE
Each Party shall, at its own expense, keep in force during the Term, Workers' Compensation Insurance,
insuring against and satisfying each Party's obligations and liabilities under the workers' compensation laws
of the State of California, including employer's liability insurance in the limits required by the laws of the
State of California.
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Con Plan and AFH Revenue Agreement.
City of Cupertino
SECTION 11 SEVERABILITY
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or
unenforceable, the remaining provisions will nevertheless continue in force without being impaired or
invalidated in any way.
SECTION 12 NOTICES
Notices to the Parties in connection with this Agreement shall be given personally or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties
as follows:
SANTA CLARA COUNTY THE CITY OF CUPERTINO
Consuelo Hernandez Housing Manager
County of Santa Clara City of Cupertino
2310 N. First Street, Suite 201 . 10300 Torre Avenue
San Jose, CA, 95131 Cupertino, CA 95014
Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be
deemed communicated on the date of delivery.
SECTION 13 AMENDMENTS
This Agreement may be amended only by a written instrument signed by the Parties.
SECTION 14 CONFLICT OF.INTEREST
The City shall comply with all applicable (i) requirements governing avoidance of impermissible client
conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without
limitation, California Government Code section 1090 et. seq., the California Political Reform Act
(California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices
Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700
et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate
termination of this Agreement by the County.
SECTION 15 WAIVER
No delay or failure to require,performance of any provision of this Agreement shall constitute a waiver of
that provision as to that or any other instance. Any waiver granted by a Party must be provided, in writing,
and shall apply to the specific instance expressly stated.
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Con Plan and AFH Revenue Agreement
City of Cupertino
SECTION 16 GOVERNING LAW and VENUE
This Agreement has been executed and delivered in, and shall be construed and enforced in accordance
with, the laws of the State of California. Proper venue for legal action regarding this Agreement shall be in
the County of Santa Clara.
SECTION 17 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument.
SECTION 18 THIRD PARTY BENEFICIARIES
This agreement does not, and is not intended to, confer any rights or remedies upon any person or entity
other than the parties.
SECTION 19 CONTRACT EXECUTION
Unless otherwise prohibited by law or County policy, the parties agree that an electronic copy of a signed
contract, or an electronically signed contract, has the same force and legal effect as a contract executed
with an original ink signature. The term "electronic copy of a signed contract" refers to a transmission by
facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable
document format. The term "electronically signed contract" means a contract that is executed by applying
an electronic signature using technology approved by the County.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be entered into as of the day and year
of execution of this Agreement.
COUNTY OF SANTA CLARA CITY OF CUPERTINO
�ID•ocuSigned by:
1
L�BAP�'12a�®r Deborah Feng, City Manager
Office of Supportive Housing City of Cupertino
Date: 4/14/2020 Date: 25
DocuSigned by:
Wain, Pa A6b
If PRfy&s...
Financial and Administrative Services Manager
Date: 4/14/2020
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Con Plan and AFH Revenue Agreement
City of Cupertino
APPROVED AS TO FORM AND LEGALITY APPROVED AS TO FORM AND LEGALITY
DocuSigned by:
Gg-AlAc�pbeiF40heleden
Lead Deputy County Counsel City Attorney
Date: 3/19/2020 Date:
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Con Plan and AFH Revenue Agreement
City of Cupertino