HomeMy WebLinkAboutSanta Clara County Library - 2001 Amended and Restated Joint Exercise of Powers Agreement
AMENDED AND REST A TED
JOINT EXERCISE OF POWERS AGREEMENT
BY AND BETWEEN THE COUNTY OF SANTA CLARA
AND THE CITIES OF
CAMPBELL
CUPERTINO
GILROY
LOS ALTOS
LOS ALTOS HILLS
MILPIT AS
MONTE SERENO
MORGAN HILL
'-""---
SARATOGA
TABLE OF CONTENTS
Page
SECTION 1. Definitions....... ..... ........... .......... ................ ....... .... ... .................. ........... ..... 2
SECTION 2.
2.1
2.2
2.3
SECTION 3.
3.1
3.2
3.3
3.4
3.5
3.6
SECTION 4.
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
SECTION 5.
5.1
5.2
5.3
SECTION 6.
6.1
6.2
6.3
6.4
6.5
6.6
Purpose and Method. ..... .......... .............. ...................................... ............. 2
Purpose of Agreement. ...... ........... .... ............ .... .......... .................... ........... 2
Administering Agency as a Separate Public Entity. ................................. 3
Filing of Notice of Agreement. ................................................................. 3
Powers. ............. .... ............. .......... ............ ....... ............ ..... .....,.. .................. 3
Powers to be Exercised. ........................................,................................... 3
Manner of Exercise. .. ... ..... ....................... ........... ....... .......... ....... .............. 3
Restrictions on Agency Power. ................................................................. 3
Term and Termination of Powers. ............................................................ 3
Joint Funding Authority. ...... ............. .................................... ... ............ ..... 4
Withdrawal and Addition of Members. .................................................... 4
Financing and Property of the Agency. ..............,...................................... 4
Obligations of the Agency. ...... ........ ... ............ ................... ............. .... ...... 4
Property. ...............,.................................................................,.................. 4
Revenue. .. ............. ........... ............ .......... .............. ..... ........ .......... ............... 4
Funding Formula. ..... ..... ................. .................................. ..... ... ...... ........... 5
Minimum Service Levels. ......................................................................... 5
System Support. ... ,.... ........ ....... ..... ............ ........... ....... ...... ,....... .... ............ 5
Investment Surplus Funds. ...................... ........ ... ..... ... .... .....,... ........ .......... 6
Fiscal Year ............... ... ............. ...... .................. .......... ........ ,......... .......... ... 6
Contributions and Advances .. ............ ............ .... ..... ........... ........ ............... 6
Disposition of Money......... .......... ....... ........ ............ ................. ............ ..... 6
Indemnification .... ..... ...... .... ....... .................. ... .........,......,......... ......... ....... 6
Annual Operating Budget .................................... ..............",.. .................. 7
Governing Board. .... .... ........................... ........... ................ ....... ..... ........... 7
Membership. .. ....... ....................... ....................... ...................... .... ... ......... 7
Term of Service. ..... ........... ............ ......... ...... ..................... .......... ........... ... 7
Reimbursement of Expenses. .......... ...... .............. ............. ....... ............... ... 7
Meetings of the Governing Board. ............................................................ 7
Regular Meetings. ................................................... ........... ....................... 7
Special Meetings. ........ .................... .............. ................... ..... ... .............. ... 7
Notice. .................... ... ........... ........ .............................. ............................... 7
Minutes. ......,.................,........................................................................... 7
Quorum. ................... .................................. ...........,....... ........,...... .......... ... 8
Actions by Governing Board .................................................................... 8
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SECTION 7.
7.1
7.2
7.3
7.4
7.5
7.6
Officers. ... ........................................ ...... .... .............................. ....... .......... 8
President, Vice President and Secretary. ................................................... 8
Fiscal Agent. ......................... ........ .......... .............. ........ ........ .................... 8
Officers Having Access to Property. ......................................................... 9
Employees. ........... .......................................................... .......... ................, 9
Adrninistrati ve Staffing. .......... ........................................ .... ...................... 9
Immunities ...................... .................... ............... ....... .............. ................... 9
SECTION 8. Executive Director ........ ..... ..... ....... ....... ....................... ....... ..... ............... 10
SECTION 9. General Responsibilities of the Members. .............................................. 10
9.1 Voting Representative Requirements ....................................................... 10
SECTION 10. Accounts and Reports. ...... ...................... ..................... ......... ....... ........... 10
10.1 Accountability...... ......... ....... ............. ...... ......... ....... ...... ...... .... .......... ...... 10
SECTION 11. Library Policies. ...................................................................................... 11
SECTION 12. Default. ....... ........,................. .... .................. ........... ..... ...................... ....... 11
SECTION 13. Third Party Beneficiary ........................................................................... 11
SECTION 14. Severability. ......................... ................... ................... ....................... ...... 11
SECTION 15. Successors; Assignment. ............... ................... ............. ...... .................... 12
SECTION 16. Amendment of the Agreement. ............................................................... 12
SECTION 17. Waiver of Personal Liability. .................................................................. 12
SECTION 18. Conflict of Interests Code. ...................................................................... 12
SECTION 19. Captions. ........................................... .............................. ............. ........... 12
SECTION 20. Counterparts. .............,... ..... ............ ............................... ........... ............... 13
SECTION 21. Governing Law. . ............... .................... ..................... ........... .... .............. 13
EXHIBIT A. Initial Notice to the Secretary of State as to a Joint Powers Agreement ........... A-I
EXHIBIT B. Operational Plan ............ ....... ............................ ....................... .... ......... ........ ,.... B-1
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This AMENDED AND RESTATED JOINT EXERCISE OF POWERS AGREEMENT,
("Agreement") is made in accordance with Chapter 5 of Division 7 of Title 1 of the Government
Code of the State of California (commencing with Section 6500), 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 HILL and SARATOGA bodies corporate and politic, and the
COUNTY OF SANTA CLARA, a political subdivision~ 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 Cities 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 services,
and the Members did create a Joint 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) shall possess such common powers of the Members as
specifically delegated in this Agreement, and may exercise such powers, as specified in this
Agreement, and may exercise any additional powers granted to it pursuant to State law; and
WHEREAS, by this Agreement, the Members desire~ to amend and restate their
intentions concerning the Library Joint Powers Authority for the purposes 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. Definitions.
Unless the context otherwise requires, the terms defined in this section and initially
capitalized 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 and include the neuter, masculine or feminine
gender, as appropriate.
"Agency" shall mean the Library Joint Powers Authority (Library JPA), a joint exercise
of powers agency created by the Members hereunder.
"Agreement" shall mean this Joint Exercise of Powers Agreement as it may from time to
time be amended by all supplemental agreements 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 the 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 cities of Campbell, Cupertino, Gilroy, Los Altos, Los
Altos Hills, Milpitas, Monte Sereno, Morgan Hill and Saratoga, and the County of Santa Clara,
of which there are ten, together with any additional Member executing this Agreement, and shall
include any alternate appointed by the Member, except those that have withdrawn in accordance
with the terms of this Agreement.
"Population" shall mean the count based upon the State of California, Department of
Finance, annual population estimate as of January 1.
"State" shall mean the State of California.
"V oting 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 Agreement. The Members of this Agreement, with the
consent of their respective legislative bodies, hereby join together for the purpose of providing
library services within their communities by establishing 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. ~ursuant 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 lP A") 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 of the Secretary of State, as required by Ssection
6503.5 of the Government Code.
SECTION 3. Powers.
SECTION 3.1 Powers to be Exercised. In furtherance of its purpose as stated above,
the Agency shall possess the common powers of the Members, in accordance with Section 6508
of the Government 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 Law, 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 Agency 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 Agency 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 to the 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 is a Member with
flexibility in the exercise 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 (as 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 set forth in section 4.2
below, consistent with Section 6511 for the Disposition of Property and 6511 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 Agency
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
any 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 1 of any year of its intent to withdraw
from the Agency effective on July 1 of the following 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 withdrawal 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 file such notice as an amendment to this Agreement effective
upon filing notice with the office of the Secretary 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: (i) 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 Agreement 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 hereto, effective upon filing with the office of the Secretary of State of California
in accordance with the terms of this Agreement.
SECTION 4. Financing and Property of the Agency.
SECTION 4.1 Obligations of the Agency. The debts, liabilities and obligations of the
Agency, shall not constitute debts, liabilities or obligations of any of the Members, as provided
for 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 the
Agency, subject to distribution in the Governing Board's discretion to any member city which
withdraws from this agreement.
SECTION 4.3 Revenue. The parties to this agreement hereby reconfirm existing
revenue sources and commit to their continuance at their current proportion to the extent
permitted by law. These revenue sources are:
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a. Property Tax apportioned to the County Library District
b. Motor Vehicle in::Lieu Tax,
(3.9% of that amount distributed to the County of Santa Clara pursuant to
Revenue and Taxation Code Section 1 1005 (B)(2) or its successor provisions)
c. County retirement levy for county library employees
d. State Public Library Fund
e. State and Federal Library Services Act funds
f. State Grants to the Library JP A
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 materials 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 library service area, adjusted so as to provide minimum
service levels set forth below.
The Library Joint Powers Board may change the foregoing formula, provided minimum
service levels are not adversely affected.
SECTION 4.5 Minimum Service Levels. The parties to this agreement agree to
minimum service levels as follows, providing revenues are maintained at the 1993-94 fiscal year
level and a benefit assessment or succeeding revenue source, including but not limited to a
Mello-Roos Community Facilities District special tax which is levied and collected:
L 30 hours, 5 days per week at every community library;
2. 20 hours per week at branches such as Woodland;
3. bi-weekly bookmobile service;
4. administrative, collection and technical services, including
support appropriate to public service hours listed above.
SECTION 4.6 System Support. The parties agree that financial support of the library
system equipment, acquisitions, administration and central staff support is essential. To that end,
the following shall be provided:
L A minimum materials budget proportionately adjusted to the equivalent of a $1.1
million budget in fiscal year 1995-96.
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2. Additional assessments beyond those levied by the Agency levied for enhanced
services in a particular community library shall be appropriated by the Board and as approved by
the Board member(s) representing the community library's 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 Surplus 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. Unless and until changed by a resolution of the Agency,
the fiscal year of the Agency shall commence July 1st and terminate June 30th of each year.
SECTION 4.9 Contributions and Advances. Any Member may contract with the
Agency for additional 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 Money. 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 1.1 hereof, and State 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 harmless each of the other Members and their
respective officers, directors, employees, and agents against any and all costs, expenses, losses,
claims, damages, and liabilities arising out of or in connection with 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 Operating Budget. The Governing Board of the Agency
shall consider and adopt the annual operating and capital improvements budgets for the library
system.
SECTION 5. Governing Board
SECTION 5.1 Membership. The Agency shall be administered by the Governing
Board ("Governing Board"), whose Voting Representatives shall be, at all times, designees of
the Members. Each Member shall designate one council member and the County Member shall
designate two members ofthe Board of Supervisors as the Voting Representatives. Each City
Member may designate one alternate Voting Representative and the County may designate two
alternate Voting Representatives. The selection process for each Voting Representatives and
Voting Representative alternate shall be determined by the governing body of the Members.
SECTION 5.2 Term of Service. Each Voting Representative and alternate Voting
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 compensation if the Agency so provides by Agency action and shall be
entitled to reimbursement for any reasonable expenses actually incurred in connection with
serving as a Voting Representative or alternate, if the Governing Board shall so determine and
there are unencumbered funds appropriated by the Governing Board for such purpose.
SECTION 6. Meetings of the Governing Board.
SECTION 6.1 Regular Meetings. The Governing Board shall hold at least four
regular meetings each year, and, by resolution, may provide for the holding of regular meetings
at more frequent intervals. The date upon which, and the hour and place at which, each such
regular meeting shall be held shall be fixed by resolution of the Governing Board. To the extent
permitted by the Brown Act, such meetings may be held by teleconference.
SECTION 6.2 Special Meetings. Special meetings of the Governing Board may
be called in accordance with the provisions of Section 54956 of the Brown Act, as amended or
supplemented from time to time. To the extent permitted by the Brown Act, such meetings may
be held by teleconference.
SECTION 6.3 Notice. All meetings of the Governing Board shall be called,
noticed, held and conducted subject to the provisions of the Brown Act.
SECTION 6.4 Minutes. The Secretary of the Governing Board shall cause
minutes of all meetings of the Governing Board to be kept and shall, as soon as possible after
each meeting, cause a copy of the minutes to be forwarded to each Voting Representative of the
Governing Board.
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SECTION 6.5 Quorum. A 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 by Governing Board The Governing Board shall 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 and Secretary. The Governing Board shall
annually elect a President and Vice-President of the Agency from among its Voting
Representative and shall appoint a Secretary ofthe Agency, who need not be a Voting
Representative of the Governing Board. In furtherance of 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 Agent The Governing Board shall establish a Finance
Committee which shall oversee all matters pertaining to the financial structure 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 the Agency and place it in the treasury
designated to the credit of the Agency.
B) Be responsible, upon his or her official bond, for the safekeeping and disbursement of
all money 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, from agency or entity money, or any
portion thereof, only upon warrants of the public officer performing the functions of auditor or
controller who has been designated by the Agreement
E) The Fiscal Agent is responsible for obtaining an Auditor/Controller for the Agency in
accordance with Section 6505.5 of the Government 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 year, by the Fiscal Agent for the Agency, all account activity
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of the Agency since Fiscal Agent's last report.
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 Fiscal 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 of the end of the fiscal 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 may, by unanimous consent of the
Governing Board Voting Representative, replace the annual audit with other acceptable audit
practices.
SECTION 7.3 Officers Having Access to Property. The 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 Employees. 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 advisors, 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
Librarian also reports to the Governing Board which may make recommendations to the County
Executive relating to the selection and performance of the County Librarian.
SECTION 7.5 Administrative 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 reimbursed for the reasonable cost of these services. The Agency may also contract
with individual cities or other entities for library services, facilities, and/or administrative
support (such as, but not limited to, counsel, purchasing, payroll, budget, etc.).
SECTION 7.6 Immunities. All of the privileges and immunities from liability,
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, shall apply to them to the same degree and extent while
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engaged in the performance of any of their functions 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 requested 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 duties 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 Library lP A.
SECTION 10. Accounts and Reports.
SECTION 10.1 Accountability. The Agency shall provide for strict accountability of
all funds and report of all receipts and disbursements, in accordance with Section 6505 of the
Government Code, and shall establish and 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 revenues of, and expenses of maintenance and operation of, the
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Agency, all of which shall be open to inspection 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 levels and type, and other services, shall be determined by the Governing
Board. Current 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 Agency hereunder or by any law, now or hereafter enacted, are cumulative
and the exercise of anyone right or remedy 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 Agreement be decided by a court of competent
jurisdiction to be illegal or in conflict with any law of the State, or otherwise be rendered
unenforceable or ineffectual, the validity of the remaining parts, terms or provisions hereof shall
not be affected thereby.
11
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 all other Members.
SECTION 16. Amendment of the Agreement.
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 Liability.
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 description 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, settlements, 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 circumstances.
SECTION 18. Conflict of Interests Code.
The Agency shall adopt a Conflict of Interests Code to the extent required by law.
SECTION 19. Captions.
References to sections shall be to 52ections herein. All section headings contained herein
are for convenience of reference only and are not intended to define or limit the scope of any
provision of this Agreement.
12
SECTION 20. Counterparts.
This Agreement may be executed simultaneously 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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13
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 written.
SANTA CLARA COUNTY FREE LIBRARY DISTRICT
By '-A.JatJ/ Nfdd- DATE: J(;U. 21; :M~,f
BA~ NESB2T i;AJ
Chairperson of the Joint Powers Authority Board
ATTEST:
Susan Fuller, County Librarian
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DATE:
~ 27. 200/
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Approved as to form and legality:
'1<~ a. 13-f.7
Kathryn A. Ber ,
Deputy County Counsel
DATE:
14
CITY OF GILROY
ATTEST:
i AJ{~. /l
~luJwtc.. ;~
By: Rhonda Pellin
City Clerk, City of Gilroy
APPROVED AS TO FORM:
~~
By: Linda Callon
City Attorney, City of Gilroy
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DATE: 9,/:J..S I e> (
DATE: (,) - -z )- - 0 (
DATE: ~1. ;L'fJ ~/
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 written.
COUNTY OF SANTA CLARA
DATE:
SEP 11 2001
PHYLLIS A. PEREZ, Clerk
Board of Supervisors
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Approved as to form and Legality:
DATE:
SEP 11 2001
~a.~
Kathryn A. B ,
Deputy County Counsel
DATE:
~~ ~3, 2001
..
14
CITY OF
CAMPBELL
Ba~
ItS: Mayor
City Clerk
a~
Anne Bybee
DATE:
DATE:
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October 2, 2001
October 2, 2001
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DATE: 0" lCj[O~
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DATE:
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CITY OF Los Altos
1La~CL-
DATE:
By:
Its:
Mayor
City Clerk
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CITY OF
Los Altos Hills
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By: Toni Casey
Its:
Mayor
City Clerk
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DATE: September 20, 2001
DATE:
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September 20, 2001
CITY OF 1'0 I LP) ""7/rS
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Its:
City Clerk \ ~~
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DATE:
DATE:
DATE:
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CITY OF MO'Ilte Sereno
B.
Its: Ci ty
City Clerk
c4d>'on )Y C~~O
DATE:
DATE:
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CY 2-'>/0 (
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CITY OF MORGAN HILL
B::tes
Us: City Manager
City Clerk
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DATE:
October 8, 2001
DATE:
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CITY OF
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DATE:
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