96-016 (see also 02-091) Joint Powers agreement for Library Services 1 i? ) 1!ESOLI,TIONNO. 01200
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RESOLUTION OlJ TIDE CITY OF CUPERTINO
} TO APPROVE A NWNDED AND RESTATED
JOINT POWERS AOREEEI' ENT FOR LIBRARY SERVICES
WHEREAS, the cities of Campbell, Cupertino, Gilroy, Los Altos,.Los Altos Hills,
k h,Zilpitas, Monte Sereno, Morgan Hill and Saratoga (hereinafter"Cities"), and the County of
` Santa Clara, representing the unincorporated area of the County (collecti rely referred to as
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"Members"), execut°d a Joint Powei's Agreemcnt in 1994 to create an entity for the delivery of
library services throughout the Members' Jurisdiction (hereir Ster the "Agency"),and for the levy
of a benefit assessment to finance a portion of its operations; and
WHEREAS, the.Agency desires to amend and restate the agreernent.for Joint Powers to
update its contractual relationship and to enable the Agency to explore funding options, such as a
Mello-Roos Community:'aLi!ities District or other funding mechanisms; and
WHEREAS, the City Council of the City of Cupertino finds that the public health, safety
and economic welfare of its cono-tituerncy will be benefitted by adoption of the Amended and
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Restated Joint Powers A e.,nient for the delivery of library sere i..es within its urisdiction.
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NOW,THEREFORE, BE Y I'.R,ESOLVED that the members of the Citj!.Council of the
'r City of Cupertino:
1. Adopts the Amended and Restr,ited Joint Powers Agreement; and
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2. Approves and consents to the format.ien of financing districts and mechanism
including but not limited to formation of a Mello-Roos Community Facilities District, and the
call of an election for the approval of a vote of the electors; and
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3. Delegates authority to one of its ("it),Council members to execute this Resolution as
evidence of its approval; and
4. Directs the Clerk to file certified copies of this Resolution with the Clerk of the
Cupertino City Council and with the Librarian of the.Library 3PA,
PASSED AND ADOPTED by the t'ity Council of the City Cupertino, State of
California, on 'z tember 17 2001 by the following vote:
AYES:
NOES:
ABSENT:
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City of Cupertir►e
APPROVED AS TO FORM AND LFGALfTY:
ATTEST
By:
�� City Clerk
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� � City of Cup-2rtiilo
.Its: L ,
S:\Gcnera]Governmcut\B!°r \Library\U t)-reso-amcnded-cunertino-9I.%kTd
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AMENDED AND RI".STATED
fJ` / BE"I'WEEN THE COUN"I"Y OF SANTA •
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, OF
CUPERTINO
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GILROY
LOS ALTOS
LOS ALTOS HILLS
MILPITAS
MORGAN HILL
SARATOGA
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SECTION 7. Officers. ................. 8
7.1 President, Vice President and Secretary. ................................................... 8
7.2 Fiscal Agent. ........................................................................................... 8
7.3 Officers Having Access.to Property. ....................................................... 9
7.4 Employecs. ..........................................I...................................................... 9
7.5 AJiministrative Staffing.. ............................................................................ 9
7.6 Immunities 9
SECTION 8. Executive Director ................................................................................... 10
SECTION General Responsibilities of the Members. .............................................. 10
9.1 Voting Representative Requirements ....................................................... 10
SECTION 10. Accounts and Reports. ............................................................................ 10
10.1 Accountability. ................................................ ...I.................................... 10
SECTION 11. Library Policies. ....................................................................................... I I
SECTION12. Default. .............. .............................................................................
SECTION 13. Third Party Beneficiary ..........................................................................
SECTION 14. Severability.. ............................................................................................ .I I
SECTION 15. Successors; Assignment. .......................................................................... 12
SECTION 1.6. Amendment of the Agreernimt. ...................... .......................................... 12.
SECTION 17. Waiver o.7 Personal I-labilitY. ............I...................................................... 12
SECTION 18. Conflict Gif 111WI-CStS COLIC. ......................................................................
SECTION19. Captions. ......................................................................................... ...... 12
SECTION20. Counterparts. ........................................................................................... .13
SECTION21. Governing Uw. .............................................................................I.......... 13
EXHIBIT A. Initial Notice to the Secretar-,.: of State as to a Joint Powers A(,rcen,.cnt ............ A-1
EXHIBITB. Operational Plan ......................................................................................... ....... B-1
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IIIII[JIM1101 'XI11
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This AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT,
("Agreement") is made in accordjocc with Chaptcr 5 of D]vision 7 of Title 1 of the Government
Code of th- State of California (cornrnencin wiih Section 65,00), as amended and supplemented
from time to time, for convenience dated as of August 9, 2001, by and between the cities of
CAMPBELL, CUPERTINO, GILROY, LOS) ALTOS, LOS ALTOS HILLS, MiLPITAS,
MONTE SERENO, MORGAN HIILL and SARATOGA bodies corporate and politic,and the
COUNTY OF SANTA CLARA, a political subdivisions of the State of California (("County")
(hereinafter collectively referred to as "Members");
WITNESSETH:
WHEREAS, the Santa Clara County Free Library District is comprised of the
unincorporated area of the County and the Cities ("Members":) relating to the joint exercise of
powers of library services and to receive revenue for the operation of libraries throughout the
Santa Clara County Free Library District (hereinafter"District"); and
WHEREAS, the Members have independent authority to provide library services within
their jurisdictions; and
WHEREAS, the Members agree that providing of library services to the residents of the
unincorporated areas of the County and the C-hies are enhanced, and made more efficient by a
coordinated program among the public entities who Comprise the District; and
WHEREAS, each respective Member adopted a Resolution in 1994 consenting to the
inclusion of its territory in the formation of,a County Library Service Area, pursuant to section
25210.10(a) of the Government Code, and received approval from Local Agency Formation
Commission therefore; and
WHEREAS, the Joint Powers Law (Government Code §6500, et seq.) permits public
entities, after receiving the prior consent of'their respective legislative bodies, to.jointly exercise
powers common to the contracting parties, including the power to provide for library scrvv-.es,
and the Members did create a point Powers Authority in 1994 for library services; and
WHEREAS, the Members desire to continue to collect the benefit assessment which
expires June 30, 2005, and to revise their contractual relationship by enactment of this Joint
Powers Agreement of 2001 to restate and clarify its powers and to explore other funding options,
such as a Mello- Roos Community Facilities District or other funding which may replace the
current benefit assessment revenues; and
WHEREAS, pursuant to Government Code § 6500 et seq., the agency created under this
Agreement (as defined herein) sha'.I possess such comrr1orz powers of the Members as
specifically delegated in this Agrcen�ent, and may e,r•crc]se such powers, as specified in this
Agreement, and may exercise any additional powers granted to it pursuant to State law; and
WI-IEREAS, by this Agreement,-the ]Members desires to amend and restate their
intentions concerning the Library Joint Powers Authority far the purl.)oses set forth in accordance
with Government Code §6500. and all other relevant State and federal laws to exercise the
powers provided herein.
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NOW, THEREFORE, the Members, for and in consideration of the mutual agreements
and covenants herein contained, do agree as follows:
AGREEMENT
SECTION 1. Defin,*tions
Unless the context otherwise requires, the terms defined in this section and initially
capit.ahzed in the text shall for all purposes of this Agreement have the meanings herein
specified. Unless the context otherwise indicates, words expressed in the singular shall Include
the plural and vice versa, and the use of the neuter, masculine, or feminine gender is for
convenience only and shall be deemed to mean :ind include the neuter, masculine or feminine
gender, as, appropriate.
"A enc shall mean the Library Joint Powers Authority (Library JPA), a joint exercise
of powers agency created by the 1VMembem hereunder.
"Agreement" shall mean this Joint Exercise of Powers Agreement as it may from time to
time be amended by all supplemental ;;grecmen.ts entered into pursuant to the terms of this
Agreement.
"Brown Act" shall mean the Ralph M. Brown Act (Chapter 9.of Part 1 of Division 2 of
Title 5 of the Government Code of the State of California (Sections 54950 to 54961)), and any
subsequent legislation hereinafter enacted.
"Governing,Board" shall mean thy, group of individuals,each of whom has been
appointed by the respective; Member jurisdictions, and which has the collective authority to
exercise jointly the powers of the Agency .
"Member" shall mean each of the c;.ties of Campbell, Cupertino, Gilroy,Los Altos, Los
Altos Hills, Milpitas, Monte Screno, Morgan f 111 and Saratoga, and the County of Santa Clara,
of which there are ten, together with any;u.;ditional Member executing this Agrei meat, and shall
include any alternate appointed by the Member, except those that have withdrawn in accordance
with the terms of this Agreement.
"Population" shall rnean the count: based upon the State of California, Debartinent of
Finance, annual population estimate as of January 1.
"State" shall mean the State of California.
"Voting_Representative" shall mean the elected official who'has been designated by each
Member to represent the Member.
SECTION 2. Purpose and Method.
SECTION 2.1 Purpose of A)�-recmcrnt. Tlic Mcnibers of this Agreement, with the
consent of their respective legislative bodies, herby join together for the purpbse of providing
" library services within their communities by estahlishing a Library Joint Powers Authority to
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exercise the powers described herein. In accordance with Section 6503 of the Government .
Code, the purpose of this Agreement is to create a separate public agency that will be responsible
for the development, administration and operation of an integrated public library system.
SECTION 2.2 Administering Agency as a Separate Public Entity. Pursuant to
Government Code § 6500 et seq., the Agency was hereby created and is hereby affirmed, known
as the "Library Joint Powers Authority of Santa Clara County" ("Library JPA") As provided in
Section 6507 of the Government Code, the Agency is a public entity separate from each of the
Members.
SECTION 2.3 Filing of Notice of Agreement. The Agency shall, within 30 days after
the effective date hereof, cause a notice of this Agreement in the form attached hereto as Exhibit
A, to be prepared and filed with the office,Df the Secretary of State, as required by Srsection
6503.5 of the Government Code.
SECTION 3. Powers.
SECTION 3.1 Powers tc be Exercised. In furtherance(A its purpose as stated above,
the Agency shall possess thecom moil powers of the Members, in accordance with Section 6508
of the (3over iment Code, and is authorized, in its own name, to do all acts necessary or
convenient for the exercise of such powers, and all other acts authorized by State Taw, including
but not limited to any or all of the following: to make and enter contracts, to employ agents, or
to acquire, construct, manage, maintain or operate any.building, works or improvements, or,to
acquire, hold or dispose of property, including real property, to incur liabilities or obligations,
and to sue and be sued in its own name.
SECTION 3.2 Manner of Exercise. The Ag--ncy shall exercise such powers authorized
in Section 3.1 hereof, in a manner consistent with the purposes in Section 2.1 hereof, all in
accordance with Section 6508 of the Government Code.
SECTION 3.3 Restrictions.on Acyency Power. As required by Section 6509 of the
Government Code the Agreement requires that the exercise of powers provided in Section 3.1
hereof are subject chc restrictions upon the manner of exercising the power of one of the
contracting parties hereto which shall be the County of Santa Clara as it i.s a Member with
flexibility in the c. ercise of its powers.
SECTION 3.4 Term and Termination of Powers. The Agency shall continue to
exercise the powers herein conferred upon it until the termination of the Agreement. This
Agreement shall become effective as of the date hereof, and shall remain in full force and effect
unless and until 60% of all Members (a.-. distinguished from 60% of all Voting Representatives)
thereof approve to terminate the Agreement. All participating Members will be notified in
writing thirty (30) days prior to the termination of the Agency. The termination of the Agency
shall include a termination plan for the disposition of Agency assets as sect forth in section 4.2
below, consistent with Section 651.1 for the Disposition of Property and 651 1 pertaining to the
Disposition of Money, however, the agency may alter the disposition plan set out in Section 4.2
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to reflect changes in the Agency and its sources of funding, if prior to termination, the Agimcy
amends Section 4.2 by enacting an amendment to this Agreement.
SECTION 3.5 Joint Funding Authority. The Agency shall have the authority to make
,_ny enactment for the collection of revenue to finance the activities of the Agency, including but
not limited to a Mello-Roos Community Facilities District, and to levy and collect a special tax.
SECTION 3.6 Withdrawal and Addition of Members.
A) .A Member may withdraw from this Agreement upon written notice to the
Governing Board. If any Member wishes to terminate their participation in this Agreement,
notice of termination must be sent no later than August I of any year of its intent to withdraw
from the Agency effective on July 1 of the :ollowing year. A Member which withdraws shall be
subject to all procedural and substantive requirements of law applicable to withdrawal from a
joint powers agreement. Any such withdrawva! shall be effective only upon receipt of the notice
of withdrawal by the Governing Board, which shall acknowledge receipt of such notice of
withdrawal in writing and shall ,`ile such notice as an amendment to this Agreement effective
upon filing notice with the office of the SccirctLry of State of the State, in accordance with the
terms of this Agreement.
B) A city may be added as a Member to this Agreement upon: (1) the filing, by such
city, of an executed counterpart of this Agreement, together with a certified copy of the
resolution of the City Council of such city approving this Agrcement,and the execution and
delivery hereof; and (ii) the adoption of a resolution of the Governing Board by not less than 60
% of all Members thereof approving the addition of such city as a Member. Upon satisfaction of
such conditions, the Governing Board shall File such executed counterpart of this Agreement as
an amendment h--reto, effective upon filing with the office of the Secretary of State of California
in accordance with the terms of this Agreement.
SETION 4. Financii nd. Property of the A,-,�eEc .
SECTION 4.1 Obligations of the ,A enc . The debts, liabilities and obligations of the
Agency, shall not constitute.debts, liabilities or obligations of any of the Members, as provided
:or by.Section 6508.1 of the (government Code.
SECTION 4.2 Property. Library building leases and other agreements relating to
library buildings shall remain in full force and effect. Consistent with applicable law,existing
library property and library property acquired solely with library district Revenue (as specified in
Section 4.3 below) remains the Agency property of the Agency. Property acquired from benefit
assessment revenues and proceeds of Mello-Roos or other special tax shall be the property of ti:e
Agency, subject to distribution in the Governing Board's discretion to "any member city which
withdraws from this agreement.
SECTION 4.3 Revenue. The p'artics to this agreement hereby r2con.frrm exist'
ng
revenue sources and commit to their continuance at their cm-l-ent proportion to the extent
permitted by law. These rCVenuC SourCCS
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a. Property Tax apportioned w the County Library District
b. Motor Vehir:le in-Lieu Tax,
(3.9% of that amou..t distributed to the C(,Lnty of Santa Clara pursuant to
Revenue and Taxation Code Section 11.005(B)(2)or its successor Provisions)
c. County retirement levy for county library employees
d. State Public Library Fund
e. State and Federal Library ,cervices Act funds
f. State Grants to the Library.IPA`
g. Interest Earnings
SECTION 4.4 Funding Formula. Parties to this agreement hereby reconfirm the
"funding formula" for libraries as follows:
Funding of personnel and library matcrial- at each library facility shall be a function of
three equally weighted factors: circulation, assessed value component net of any redevelopment
agency impact, and population of each l br ary service area, adjusted so as to provide minimum
service levc,s set forth below.
The Library Joint Powers Board may change the foregoing formula, 1r-ovided minimum
service levels are not adversely affected.
SECTION 4.5 Minimum Service Levels.The parties to this agreement agree to
minimum service lcvcls as follows, providing revenues Ore mzintaincd at the 1993-94 fiscal year
level and a benefit assessme.rt or succeeding ,:venue source, including but not limited to a
Mello-Roos Community Facilities District sptcial tax which is le>,ied and collected:
1. 30 hours, 5 days per wcck at every community library;
2. 20 hours per week at branches such as Woodland;
3. bi-weekly bookmobile service;
4. administrative, collection ai;d *_echniea) services. including
support appropriate to public service hours listed above.
SECTION 4.6 System `;upport. The parties agree that financial support of the library
system equipment, acquisitions, administration and cimtral staff support, is essential. i o that end,
the following shall be provided:
1. A minimum materials budget proportionately adjusted to the equivalent of a $1.1
million budget in fiscal ;car 1995-96.
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2. Additional "assessments beyond those levied by the Agency levied for enhanced
service-- , ► a particular community library sha.il be appropriated by the Board and as approved by
the Board members) representing the community library'` service area for direct services and
materials. No more than 10% of such an additional benefit assessment may be appropriated by
the Governing Board for central staff support.
SECTION 4.7 Investment of Surma; Funds. As provided in Section 6509.5 of the
Government Code, the Agency shall have power to invest in the treasury any money that is not
required for the immediate necessities of the Agency, as the Agency determines is advisable, in
the same manner-and upon the same conditions as local agencies, pursuant to Section 53601 of
the Government Code, as amended or supplemented from time to time, for moneys covered
thereby.
SECTION 4.8 Fiscal Year. Unles' and until changed by a resolution of the Agency,
th:: fiscal year of the Agency shall commence:July 1 st and terminate June 30th of each year.
SECTION 4.9 Cont-ibutions and Advances. Any Member may contract vilth the
Agency for additionai services and may contribute or advance public funds, personnel,
equipment or property in addition to and those specified in Section 4.3, for any of the purposes
of the Agreement. Any such advance may be. made subject to repayment, and in such case shall
be repaid in the manner agreed upon by the Member making such advance and the Agency, as
permitted by Section 6512.1 of the Government Code. 'The Members may allow the use,of
personnel,equipment or other items in lieu of other contributions or advances-to the Agency.
SECTION 4.10 Disposition of Mores. In accordance with Section 6512 of the
Government Code, upon the termination of this Agreement, any surplus money in possession of
the Agency or on deposit in any fund or account of the Agency shall be returned in proportion to
the contributions made under 4.9, as required by Section.6512 of the Law, and any other
property of the Agency shall be divided among the Members in such manner as shall be
determined by the Agency in accordance with the Law.
SECTION 4.11 Indemnification. Notwithstanding Section 4.1 hereof, and Mate Law,
(Government Code section 895.2) to the extent that liability is imposed or a claim is made on a
Member, for any reason whatsoever, directly or indirectly arising out of the activities of a
Member(the "Indemnifying Member") to the full extent permitted by law, the Indemnifying
Member shall indemnify, defend and hold.harmIcss each of the other Members and their
respective officers, directors, employees, and agents against any and all costs, expenses; °^sses,
claims, damages, rind habilities arising out of or in connection vvith the Indemnifying Member's
actions. Notwithstanding the provisions of Section 895.6 of the Government Code-of.the State
of California, no Indemnifying Member shall have any right.to contribution from any other
Member.
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SECTION 4.12 Annual Qperatitlt; Budget. The Governing Board of the Agency
t` shall consider and adopt tlac annual opera-ting and capital improvements budgets for the library
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SECTION 5. Govcrr.ing Bo,l.rd
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SECTION 5.1 Membership. The Agency shall be administered by the Governing
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Board ("Governing Board"), whose Voting fti:hresentativcs shall be, at all times, designees of
the Members. Each Member shall designate ono council member and the County Member shall
designate two members of the Board of Supervisors as the Voting Representatives. Each City
Member may designate one alternate Voting Representative and the County may de i.gnate two
a alternate Voting Representatives. The selection process for each Voting Representatives arc.
Voting; Representative alternate shall be determined by the governing body of the Members.
SFCT.ION 5.2 Term of Service.. Each Voting Representative and alternate Voting
N Representative of the Governing Board shall serve at the pleasure of the Member City or County
designating;such Voting Representatives and,alternate Voting Representatives.
SECTION 5.3 Reimbursement of Expenses. Voting Representatives, and their
alternates, may receive comL lonsation if the Agency so provides by Agency action and shall be
'per entitled to reimbursement for any reasonable expenses actually incurred in connection with
serving as a Voting Representativc or altcrnatc, if the Governing Board shall se,determine and
there.are unencumbered funds appropriated by the Governing Board for such purpose.
SECTION 6. Meetings of the Govci nin Boo rd.
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r, SECTION 6.1 Regular Meeti-ngs. The Governing Board shall lio!d at ieast.lour
regular meetings each _year, arid, by resolution, may provicic for the holding of regular meetings
at more frequent intervals. The date upor. which, and the hour and ►lace at which, each such
r regular meeting shall be held small be fixed by resolution of the Governing Board. To the extent
permitted by the Brown Act, such meetings may be hem by teleconfert rice.
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SECTION 6.2 Special M -r,. t (
be called in accordance \vith the provisions of Suction 54956 of dic Brown Act, as amended or
rsupplemented from time to time. To the extent permitted by the Brown Act, such rrle;etings May
n he held by teleconference:.
SECTION 6.3 Notice. All mcc.tings of the Governing•Bwlyd shall be called,
noticed, held and conducted subject to the provision., of the Brown Act.
f SECTION 6.4 Minutes. The Secretary of the Governing Board sh�ll cause
minutes of all meetings of the Governing Board to be kept and shall, as soon as possible after
f each meeting, cause a copy of th(- minutes to he forwarded to each Voting Representative of the
Governing Board.
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SECTION 6.5 uonlm. majority of the Voting Representatives, including the
alternate of a Voting Representative in his/her absence, shall constitute a quorum for the
transaction of business, except that less than a quorum may adjourn from time to time.
SECTION 6.6 Actions b overninz7 tsoard The Governing Board shell take no
action except upon the affirmative vote of the majority of the Voting Representatives of the
Governing Board present,'except that a majority of the Governing Board, not of the quorum,
shall be required for the levy of any tax.
SECTION 7. Officers.
SECTION 7.1 President. Vice president acid Secretary. The Governing I; oard shall
annually,elect a President and Vice-President of t"he Agency from among its Voting
Representative and shall appoint a Secretary of the Agency, who need not be a Voting
-Representative of the Governing Board. In furtherance e"i its purpose as provided for herein, the
Voting Representatives of the Governing Board shall have the power to determine.the number
such other officers as it may deem necessary.
SECTION 7.2 Fiscal f�Qent. The Governing Board shall establish a Finance
Committee which shall oversee all matters pertaining to the financial struNture of the Agency,
subject to change as agreed to by the Voting Representatives of the Agency. The Finance
Director of the County of Santa Clara shall be the Fiscal Agent who shall be the depository for
the Agency. The Fiscal Agent shall have custody of all money of the Agency, from whatever
source, in accordance with Section 6506 of the Government Code. The duties of the Fiscal Agent:
are to:
A) Receive and account for all money of ti-►e Agency and place it in the treasury
designated to the credit of the Agency.
B) Be responsible, upon his or her,official bone, for the safekeeping and disbursement of
all :Honey of the Agency, so held by the Fiscal agent.
C) Pay, when due, all sums payable: to the Agency, out of money of the Agency held by
Fiscal Agent.
D) Pay any other sums due from the Agency, frorn agency or entity money, or any
portion thereo►, only upon warrants of the public officer performing the functions of auditor or
controller who has been designated by the A(,reement.
E)The Fiscal Agent is responsible for obtaining an Auditor/Controller for the Agt°ncy ill
accordance With Section 6505.5 of the Govern►nent Code.
F) Verify and report in writing to the Agency and to the Members on the first day of July,
October, January, and April of each vear, by thL i-�iscal Agent for the Agency, all account activity
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of the Agency since Fiscal Agcnt's last rcporl.
G)The Fiscal Agent shall provide for strict accountability of all funds, and report of all
receipts and disbursements as required under Section 6505 of the Law. The Fiscai Agent shall
provide an audit, or pursuant to Government.Code § 6505,contract with a certified public
accountant to make an annual audit. An annual audit of the accounts and records of the Agency,
as required by Section 6505 of the Law shall be provided in a timely manner. In each case the
minimum requirements of the audit shall be those prescribed by the'State Controller for special
districts under Section 26909 of the Government Code of the State of California and shall
conform to generally accepted auditing standards. When such an audit of accounts and records
is made by a certified public accountant, a report thereof shall be filed with each Member. Such
report shall be filed within nine (9) months Hof the end of the flsca'.year under examination. Any
costs of the audit, including contracts with,,or employment of, certified public accountants in
making an audit pursuant to this section, shall be specified in the Contract with the Fiscal Agent
and shall be borne by the Agency. The Governing Board inay, by unanimous conseni of the
Governing Board Voting Representative, replace the annual audit with other acceptable audit
practices.
SECTION 7.3 Officers Having Access to Proper'. _- i i-c County Librarian is .
reaffirmed and designated to have charge of, handle, or have access to any property of the
Agency, and he or she shall file an official bond with the Secretary of the Agency in the amount
fixed by the Governing Board, all as required by Section 6505.1 of the Government Code. If and
to the extent permitted by law, any such officer may satisfy this requirement by filing an official
bond obtained in connection with another public office.
SECTION 7.4 _ErnpIoYecs. The Governing Board shall have the power to determine
the number such other library staff positions as.it may deem necessary, and to retain independent
accountants, legal,computer systems advisers, and other consultants. The County Librarian, and
all library personnel, shall be employees of the County of Santa Clara and subject to the
County's labor agreements and personnel rules and merit system rules. The County Librarian is
appointed by and reports to the County Executive. Pursuant to this agreement, the County
Libr�uian also reports to the Cov- -ning Board which may make recommendations to the County
Executive relating to the selection and performance of the County Librarian.
SECTION 7.5 tIciministrativc Staffing. The County of Santa Clara will continue to
provide legal, purchasing, payroll, budget, treasury and other services to the library system and
shall be reirnbursed for the reasonable cost of these services. The Agency may also contract
with individual cities or other cr�t;tics for library services, facilities, and/or administrative
support (such as, but not lin1itcd te, counsel, purchasing, payroll, budget, etc.).
SECTION 7.6 Irn�itinities. A.I1 of the privileges and immunities from li�rbility,
exemptions from laws, ordinances and rules, all pension, relief, disability, worker's
compensation and other benefits that apply to the activities of the officers, agents 'Or employees .
of the Voting Representative when performing their respective functions within the territorial
limits of their respective jurisdictions, shill apply to them to the same degree and extent while
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engaged in the performance of any of their I;UnctionS and duties extraterritorially under the
provisions of this Agreement.
SECTION 8. Executive Director
The County Librarian is the Executive Director. The duties of the Executive Director
are to:
(A) Work as staff to the Governing Board to coordinate the ongoing operations and to
develop and implement standards, policies and procedures consistent with the direction of the
Governing Board.
(B) Develop meeting agendas, meeting minutes, and publishing notices of meetings.
(C) Provide reports, as tequested by the Governing Board, in a timely manner,
(D) Cause to have publicly posted the notices of meetings of the Agency in order to
conform to the Brown Act.
(E) Other dunes as assigned by the Governing Board.
SECTION 9. General Responsibilities of the Voting Representatives
SECTION 9.1 Voting Representative is required to:
(A) Adhere to standards, policies, and procedures developed by the Governing Board.
(B) Participate in ad hoc advisory committees that assist the Governing Board in the
development of ongoing standards, policies and procedures.
(C) Attend meetings of the Lib;-ary JPA..
SECTION 10. Accounts and Reports.
SECTION 10.1 Accountability. The Agency shall provide for strict accountability of
E all funds and report of all receipts and disbursemenis, in accordance with Section 6505 of the
Government Code, and shall establish andi maintain such funds and accounts as may be required
by good accounting practice and by any provision of any resolution of the Agency. The books
and records of the Agency shall be open to inspection at all reasonable times by -the Members,
and their designated representatives.
The Agency shall maintain during the term of the Agreement appropriate books, records,
accounts and files relating to the I-CVCnLICS of, and expenses of maintenance and oper.'alon of, the
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Agency, all of which shall be open to ins-pection at all reasonable times by the Members and
their designated representatives.
SECTION 11. Library Policies
All policies. relating to the provision of library services, including operation hours,
organization, staffing lcve'.s and type, and ether services, shall be determined by the Governing
Board. Curre;-it policies with respect to the library shall continue in full force and effect until
changed by the Board. In addition, libraries are subject to general State laws with respect to
libraries, including the provisions of Education Code section 19146 which vests power to select
materials in the County Librarian.
SECTION 12. Default
If default shall be made by any Member in any covenant contained in this
Agreement, such default shall not excuse any other Member from fulfilling its obligations under
this Agreement, and the other Members shall continue to be liable for the payment of all
contributions and the performance of all obligations contained herein. The Members hereby
declare that the Agreement is entered into ,for the benefit of the Agency created hereby, and the
Members hereby grant to the Agency the right to enforce, by all lawful means, all of the
obligations that the Agency deems appropriate,for each Member hereunder. Each and all of the
remedies given to the Agenc} 'hereunder or by any law, now or hereafter enacted, are cumulative
and the exercise of any one right or rcmedy shall not impair the right of the Agency to any or all
other remedies.
SECTION 13. Third Party Beneficiary_
It is expressly understood and agreed that the enforcement of the terms and conditions of
this Agreement, and all rights of action relating to such enforcement, shall be strictly reserved to
the Members. Nothing contained in this Agreement shall give or allow any claim of right of
action whatsoever by any other third person. It is the express intention of the Members that any
such person or entity receiving services or benefits under this Agreement shall be deemed an
incidental beneficiary only.
SECTION 14. Severability.
Should any part, term or provision of this Agrecrnent. be decided by a court of competent
jurisdiction to be illegal or in conflict with any law of the State, or otherwise be rendered
unenforceal-)le or ineffectual, the validity oil'- the remaining parts. terms or provisions hc;reof shall
not be affected thereby.
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SECTION 15. Successors; Assignment,.
This Agreement shall be binding upon and shall inure to the benefit of the successors of
each of the Members. Except to the extent expressly provided herein, no party may assign any
right or obligation hereunder without the written consent of the aH other Members.
SECTION 16. Amendment of the Agre-mient.
This Agreement may be amended by a supplemental agreement executed by all of the
Members at any time; provided, however that this Agreement may terminate only in accordance
with Section 3.4 hereof.
SECTION 17. Waiver of Personal i_iabil�.
No Voting Representative, agent, officer or employee of the Agency or any of the
Members shall be individually or personally liable for any claims, losses, damages, costs, injury
and liability of every kind, nature and de3cription arising from the actions of the Agency or the
actions undertaken pursuant to this Agreement. To the full extent permitted by law, the
Governing Board may authorize indemnification by the Agency, or by reservation of rights, of
any person who is or was a Voting Representative of the Governing Board, or an officer,
employee or other agent of the Agency or of a Member, and who was or is a party or is
threatened to be made a party to a proceeding by reason of the fact that such person is or was
such a Voting Representative, against expenses, judgments, fines, slettlements, costs and other
amounts actually and reasonably incurred in connection with such proceeding, if such person
acted in good faith and in a manner such person reasonably believed to be in the best interests of
the Agency and, in the case of a criminal proceeding, had no reasonable cause to believe the
conduct of such person was unlawful and, in the case of an action by or in the right of the
Agency, acted with such care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circun),stances.
SECTION 18. Conflict of Interests Code.
The Agency shall adopt a Conflict of Interests Codes to the extent required by law.
SECTION 19. Captions.
References to sects ns shall be to 5sections herein. All section headings contained herein
are for convenience of reference only and are not intended to ;iefine or limit the scope of any
provision of this Agreement.
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SECTION 20. Counteij).arts.
This Agreement may be executed sirnult;lneoutily In any number of counterparts, each of
which shall be deemed an original but all of Which together shall constitute one and the same
instrument.
SECTION 21. Governing Law.
This Agreement should be construed in accordance with and governed by the laws of the
State.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their duly authorized proper officers, and their official seals to be hereto
affixed, as of the flay and year first abol:e %vritten.
SANTA CLARA COUNTY FREE LIBRARY DISTRICT
B}' (�.�' '_-- DATE:
BA ARA NESBET
Chairperson of the Joint Po�vers Authority Board
ATTEST: Susan Duller, County Librarian
DA'TE:__/{�/�
Approved as to form and legahty:
DA
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Kathryn A. Ber ;,
Deputy County Counscl
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F CITY OF A-h
C% c oA7'1b�n�py
By:
Its:
City Clerk
DATE: l/
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their duly authorized proper officers, and their official seals to be hereto affixed,
as of the day and year first above writt--n:
COUNTY OF SANTA CLARA
ZUSEP
0�By
J S T. BE LL, JR.
.airperson of the Board of Supervisors
ATTEST: PHYLLIS A. P.EREZ, Clerk
Board of Sup°r-visors
X. DATE: S E P i D O7
Approved as to form and Legality:
DATE: 04 f
Kathryn A. B , 61
Deputy County Counsel
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CITY OF CA.APBELL
DATE: October 2, 2001.
By:
attlhew T. Dean
Its: Mayor
City Clerk
DATE: October 2, 2001
Anne 'Bybee
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CITY OF GU ROY
�. DATE:
y: y13 sa
C ty Ad inistrator, City of Gilroy
ATTEST:
DATE:
By: Rhonda Pellin
City Clerk, City of Gilroy
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APPROVED AS TO FORM:
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By: Linda Callon
City Attorney, City of Gilroy
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CITY OF Los .Altos
DATE:
By:
Its:. Mayor
City Clerk
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CITY OF Los Altos Hills
O'er 'd DATE: September 20, 2001
By: Toni Casey
Its: Mayor
City Clerk
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Sept�Y-nber 20, 2001
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City Clerk Qa�
DATE:
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DA'L'E: 2"S a
B Loven hal
Its: City Manager
City Clerk
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CITY OF MORGAN HILL
DATE: October 8, 2001
By: J. Edward Tewes
Its: City Manager
City Clerk
DATE:
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