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HomeMy WebLinkAbout11 JOINT VENTURE AG 10-20-03AGENDA REPORT Agenda Item I J Reviewed: City Manager , Finance Director ' Iq ! .~- MEETING DATE: OCTOBER 20, 2003 TO: FROM: SUBJECT: WILLIAM A. HUSTON, CITY MANAGER REDEVELOPMENT AGENCY STAFF JOINT VENTURE COOPERATIVE COUNTY OF ORANGE, THE CITY UNIFIED SCHOOL DISTRICT AGREEMENT BETVVEEN THE OF TUSTIN AND THE TUSTIN SUMMARY Authorization is requested to enter into a Joint Venture Cooperative Agreement with the Tustin Unified School District (TUSD) and Orange County Public Library (OCPL) for the new Tustin Branch Library. RECOMMENDATION It is recommended that the City Council authorize the City Manager to execute a Joint Venture Cooperative Agreement for the new Tustin Branch Library subject to modifications to the draft Agreement as may be determined necessary by the City Manager and City Attorney prior to execution. FISCAL IMPACT There will be no fiscal impact of the Agreement unless the City is awarded a grant under the California Reading and Literacy Improvement and Public Library Construction and Renovation Bond Act of 2000 (the "Library Bond Act"). BACKGROUND/DISCUSSION The City is desirous of submitting an application in January 2004 to the California State Library Office of Library Construction for Library Bond Act funds. The Library Bond Act provides first priority to joint venture projects in which the Agency that operates the Library and a local school district have a cooperative agreement. The City's library consultant has indicated that without a joint venture agreement, funding for the new Tustin Branch Library project would be even more unlikely beyond the already existing level of significant competition that there will be for limited funds. The OCPL, the TUSD and the City have City Council Report . Joint Venture Cooperative Agreement Between County of Orange, City of Tustin and TUSD October 20, 2003 Page 2 been collaborating to develop a Joint Venture Program to be implemented in the new Tustin Branch Library. The Joint Venture Program would include a homework center and computer learning center as well as a plan to optimize the use of the proposed community room in the new library to provide services and benefits to K-12 students and their families through homework assistance, computer literacy training, access to resources, extended study hours, tutoring and staff development training. While a Joint Venture Agreement has been prepared in draft form which has not yet been approved by the City Attorney's office, it will also need approval by both the Board of Supervisors and the TUSD Board of Directors. Each of these agency's who will have primary roles in the agreement will likely have corrections or issues that will still need to be addressed before final scheduling of the agreement on the Board of Supervisor's agenda. Since the City's role in the Agreement will be largely limited to constructing the new library in the event the City Library Bond Act application is approved, staff would request that the City Council provide flexibility to the City Manager to execute any final Agreement once approved as to form by both OCPL and TUSD, subject to approval of the City Attorney. A copy of the current draft Agreement is attached. Christine A. Shingle~ Assistant City Man~Kger Attachment Draft Joint Venture Cooperative Agreement Between The County of Orange, the City of Tustin and thc Tustin Unified School District for Enhanced Educational Services This Cooperative Agreement, executed this __ day of ,2003 by and between the County of Orange acting through the Orange County Public Library (OCPL), a County Free Library organized pursuant to the provisions of Education Code Section 19100 et seq. (hereinafter referred to as the "COUNTY"), the City of Tustin, duly organized under the laws of the State of California (hereinafter referred to as the "CITY") and the Tustin Unified School District of Orange County, a public school district (hereinafter referred to as the "SCHOOL DISTRICT"), which shall be collectively referred to as the "Parties". RECITALS WHEREAS, In November 2000, Califomia voters passed Proposition 14, the "Califomia Reading and Literacy Improvement and Public Library Construction and Renovation Bond Act of 2000" (hereinafter referred to as "Act"). Section 20430 et seq. of Title 5 of the California Code of Regulations effective January 4, 2002 established the Regulations for implementing the Act; WHEREAS, The Act authorized the State to issue bonds to provide grants to any entity that is authorized to own and maintain a public library system to acquire or construct new library facilities or add to existing ones; to acquire land on which library facilities will be built; to remodel or rehabilitate library facilities; to procure and/or install furnishings and equipment necessary to library operation; and/or to pay the fees of professional architects, engineers, and others who participate in the planning and execution of any of these permitted purposes; WHEREAS, The Act confers first priority to "joint use projects in which the agency that operates the library and one or more school district have a cooperative agreement" when making grant award decisions; WHEREAS, The CITY is currently a member of OCPL and has indicated its intent to remain within the OCPL library branch system; WHEREAS, A thorough Community Needs Assessment was completed in 1998, substantially revised in 2000, and updated using an extensive community participation process in 2003. The updated Community Needs Assessment identifies a need for new and enlarged branch library to better serve the community; WHEREAS, the CITY is submitting an Application to the California State Library Office of Library Construction for first priority library construction grant funds, pursuant to the Act; Page 1 of 19 Draft WHEREAS, The Parties have collaborated to develop a Joint Venture Program to be implemented in the new Tustin Branch Library. The Joint Venture Program includes a Homework Center and Computer Learning Center as well as a plan to optimize use of a Community Room in order to provide services and benefits to K-12 students and their families through homework assistance, computer literacy training, access to resources, extended study hours, tutoring, and staff development training; WHEREAS, The Parties agree that the Joint Venture Program will be mutually beneficial as the Parties expand upon their existing collaborative working parmership with services designed to reinforce and strengthen the learning process of school age children; WHEREAS, in the event that the CITY's Application is approved and the CITY receives grant funds, the CITY will construct a new library branch on certain real property owned by the CITY and located at 345 East Main Street in the City of Tustin; WHEREAS, the COUNTY will have full operational authority of the new library branch facility, including oversight and management of the new COUNTY branch library with specialized program support from the SCHOOL DISTRICT; WHEREAS, the COUNTY will continue operate the current Tustin Library Branch until construction of the new COUNTY library branch is completed, at which time the COUNTY will relocate the current library branch's staff, materials, computer equipment to the new COUNTY library branch, pursuant to a new lease agreement and a construction agreement to be entered into at a future date; WHEREAS, It is the shared intent of the CITY, the COUNTY, and the SCHOOL DISTRICT to enter into this Joint Venture Agreement both to memorialize their mutual understandings and to provide a basis for the CITY's application for grant funds as regulated by the Act. Now, THEREFORE, the Parties hereby mutually agree as follows: 1. ROLES AND RESPONSIBILITIES The Parties agree that this Agreement is in compliance with the thirteen Required Elements for Joint Venture Cooperative Agreements as set forth in Section 20440 of the Regulations for implementing the Act. The roles and responsibilities of each party are set forth below. 1.1. CITY RESPONSIBILITIES In the event that the CITY receives grant monies pursuant to the Act, the CITY will fund all construction costs for the new library branch facility, and the CITY will fund all costs for new furniture, electronic and computer equipment that are required to effectively operate the new library branch. Page 2 of 19 Draft 1.2 COUNTY RESPONSIBILITIES The COUNTY will fund and provide all regular staff to operate the new library branch (as set forth in Section 4 of this Agreement, titled Number and Classification of Staff Members), all newly acquired library materials (books, periodicals, electronic and print reference materials, etc.) as well as relocating all existing furniture, equipment and materials from the current Tustin Branch Library, and will supervise, operate and manage all aspects of the new branch library, including volunteer recruitment, coordination and oversight as set forth in Section 5, titled Volunteers. The COUNTY will maintain all electronic and computer equipment located in the new branch library and purchase updated software and hardware computer equipment pursuant to OCPL's annually updated Information Systems Technology Plan. OCPL staff will provide SCHOOL DISTRICT library staff with training in children's programming, collection development, and literacy issues. OCPL will provide a tutoring exchange bulletin board in the Tustin library branch. 1.3 SCHOOL DISTRICT RESPONSIBILITIES The SCHOOL DISTRICT will recruit volunteers (students from various schools throughout the SCHOOL DISTRICT, as well local parent and teacher organizations) to provide assistance to students using the services provided by the Homework Center The SCHOOL DISTRICT will fund and provide a complete set of core curriculum K-12 textbooks (i.e. mathematics, science and social science) to be housed in the Homework Center. The Parties agree that the SCHOOL DISTRICT may place restrictions on textbooks owned by the SCHOOL DISTRICT if they are placed on reserve lists for students only and will not be subject to general circulation. All items not placed on reserve lists will be equally available to students and the general public. The SCHOOL DISTRICT will also provide curriculum guides for use in conjunction with the textbook collection. The SCHOOL DISTRICT will provide supplemental staffing to support the Joint Venture Projects as set forth in Section 4 of this Agreement, titled Number and Classification of Staff Members. SCHOOL DISTRICT library staff will provide training for County library staff and volunteers with training in curriculum support, instructional media, Homework Center collections and resources, and information exchange on educational issues. The School District will purchase and provide a television, VCR and Overhead Projector for use in the Tustin Branch Library's Community Meeting Room. The SCHOOL DISTRICT will provide outreach and referral services for at-risk students relative to literacy tutoring available through OCPL's literacy program. Page 3 of 19 Draft The SCHOOL DISTRICT's Deputy Superintendent for Educational Services shall review and coordinate all professional development activities to be provided in joint use space. The SCHOOL DISTRICT's Director of Elementary Education shall review and coordinate all District technology training for students or families as part of the computer literacy offerings. 2. DESCRIPTION OF JOINT VENTURE PROJECT SERVICES 2.1 , COMMUNITY NEEDS ASSESSMENT. During the Community Needs Assessment process, parents, school aged children, and others members of the community identified a need for support of children's learning and closer coordination between the Tustin Branch Library and the Tustin Unified School District Schools. Specific needs included: study space for the after school hours; space for collaborative learning activities in addition to quiet space; individuals to provide homework assistance and to coordinate the connection of learners and tutors; collections of core curricular materials and expanded reference materials; space for exhibition and demonstration of children's learning projects; increased access to technology workstations for research and writing, access to support technology such as printers and scanners, hands on learning space for children and parents to learn skills such as PowerPoint and web mastering, and family computer literacy classes; and professional development and training space for school teachers, public librarians, media specialists, library technicians, literacy and reading specialists, and tutors to share expertise and learn skills needed to work with the diverse school population and changing curriculum. The site for the new COUNTY branch library is within walking distance of the Tustin Unified School District Headquarters and in close proximity to Columbus Tustin Middle School, Lambert Elementary School, Helen Estock Elementary School, Tustin High School, Curde Middle School, Marjorie Veeh Elementary School, Robert Heidemann Elementary School and C.E.Utt Middle School. Because of the site's proximity to school facilities, these joint venture programs are particularly well suited to serve community needs. The new COUNTY library will be approximately 32,000 gross square feet of interior space. Site improvements will include outdoor reading areas for both children and adults, outdoor program areas, and a large library plaza that will be programmable performance and exhibition space. The plaza will be available for presentations, performances, workshops, children's storytelling programs and learning activities. 2.2 ADVISORY COMMITTEE. The Parties shall establish a Joint Venture Advisory Committee, which shall be responsible for developing and recommending policies for the Homework Center and Computer Learning Center and for establishing procedures for the joint venture activities. The Committee shall be comprised representatives from the SCHOOL DISTRICT Coordinating Council representing the concerns of parents and the PTA/PTO organizations; the COUNTY Librarian or his/her designee(s), possibly to Page 4 of 19 Draft include the Tustin Branch Library's Children's Librarian, and the OC/READ Literacy Coordinator; the SCHOOL DISTRICT's Superintendent or his/her designee, Director of Educational Services K- 12 and Library Media Specialist/Technician representing the SCHOOL DISTRICT's K-8 student population, the CITY's Director of Parks and Recreation or designated representative; to be appointed by County Librarian; the CITY's City Manager or his/her designee. Additional members may include representatives from the Tustin Public School Foundation, Boys and Girls Clubs, and TAFFY what does this stand for. The Joint Venture Advisory Committee shall meet a minimum of three times during the year to review operating issues, volunteer policies, evaluate programs and services, review use data and explore grants and other outside funding opportunities. A student advisory committee will be formed to evaluate the Homework Center. This group will meet with the designated member of the Joint Venture Advisory Committee to suggest changes and plan future programs for the Homework Center. Homework Center users will be surveyed on a regular basis and a suggestion box will be available for student comments. 2.3 HOMEWORK CENTER: The Homework Center will provide space for K-12 students to study, consult with library staff, use textbooks and other library materials in support of specific research topics, work with tutors, work collaboratively with other students, use state of the art technology, access the Intemet, and prepare and produce school assignments. Formal assistance will be available to elementary and middle school children as set forth in Section 4 of this Agreement, titled Library Hours of Service. The Homework Center will include a collection of all District textbooks, rotating reserve materials, teacher handouts, library pathfinders and bibliographies, book trucks of pre- selected materials and a core collection of homework support materials and tools. These will include, but not be limited to, calculators, rulers, paper cutter, scanner, printer, CD writers and headphones to be purchased by the CITY through grant monies. The Homework Center will also serve as a resource to identified "at risk" students. The library setting will allow staff and volunteers to recognize learning differences when working with school aged children. Methods will include peer tutoring, bi-lingual assistance, family intervention, and self-paced instruction. The Homework Center will be available during all hours of library operation. The Homework Center will offer self-service after school, evening, and weekend access to educational resources and technology when the schools are closed. Homework Center will be jointly designed by the Joint Venture Advisory Committee and will contain the following: · School textbook collection · Homework Help Desk Page 5 of 19 Draft · Homework Help Bulletin Board · Tutoring schedules · Study carrels · Study tables · Small group study room · Core reference collections · Bibliographies, pathfinders, and handouts developed and provided by OCPL and SCHOOL DISTRICT staff · Reserved collections on current topics · 8 technology workstations · 2 Laser printers · 2 Scanners · Headphones · Internet access The Homework Center will be approximately 1,100 square feet in size and will be located adjacent to the Children's Area and close to the Computer Learning Center. The Joint Venture Advisory Committee will review specifications for furniture, fixtures and equipment for the Homework Center prior to the CITY purchase of said items. 2.4 COMPUTER LEARNING CENTER: The Computer Leaming Center will provide space for computer literacy activities for students and their families or caregivers. The Computer Learning Center will provide state of the art technology for general computing and word processing, Internet access, and hands on training. The Computer Learning Center will be available as an open computing laboratory and as a training facility equipped with high-end multi-media projection system. The Computer Learning Center will be available to technology trainers from both the SCHOOL DISTRICT and OCPL to offer instruction in the use of various commonly used software applications. Training will be offered to the general public as well as parents and children in software applications currently required by school curriculum. The Computer Learning Center will serve as a site for professional development and faculty training in a program to be determined by the SCHOOL DISTRICT's Deputy Superintendent for Educational Services. The Computer Learning Center will be jointly designed by the Joint Venture Advisory Committee and will contain the following: · Instructor's station · Print delivery station · Digital projection system · Sound system · Telephone · 20 technology workstations · Internet access · Whiteboards · Storage for instructors Page 6 of 19 Draft The Computer Learning Center will be approximately 900 square feet and will be close to the Young Adult Area and the Information Services Department. Meetings, tutoring, and training will also take place in other library spaces such as the literacy tutoring rooms, the community meeting facilities, study rooms, and stack and reader areas. 2.5 COMMUNITY ROOM USAGE PLAN: The SCHOOL DISTRICT and The CITY will equip the Tustin Branch Library community meeting facilities to support multimedia presentations. In addition to OCPL and CITY activities, the meeting rooms will be available for use by the District for such activities as teacher in-service training, student-teacher orientation, presentations and parent-teacher meetings and family event nights. The COUNTY will manage and schedule all Community Meeting Room usage. All facilities, including the Community Meeting Room, Conference Room, and Kitchenette will available to the Parties based upon which Party has reserved the space. First priority use will begiven to the OCPL for library programming. Facilities will be available to the general public upon request for meetings, programs and events. The SCHOOL DISTRICT will schedule the facility for professional development seminars, school events, programs, performances, annual student art show, exhibition for innovation, science fairs, career and college guidance fairs, mentor events, and other activities which will serve to bring parents and children to the library and provide a venue for District programs. The Community Room will be available to OC/READ for Family Literacy programs, tutor training, in-service workshops, and to host master teacher training sessions. The Community Meeting Rooms will be jointly designed by the Joint Venture Advisory Committee and will include the following: Community meeting room for 100 High end multimedia and sound system · 20 laptop computers · Television · VCR · Overhead Projector · Wireless network · Light weight folding tables · Portable stage · Storage · Separate egress · Access to public restrooms when the library is closed · Conference room for 12 · Kitchenette The Community Room, Conference Room, and kitchenette will be adjacent to the entrance of the library and will have a separate entrance to enable access when the library is closed to the public. The furniture, fixtures, and equipment for the community meeting Page 7 of 19 Draft facilities will be reviewed by COUNTY staff and the SCHOOL DISTRICT's Educational Services Department prior to purchase by the CITY. 3. LIBRARY HOURS OF SERVICE The new Tustin Branch Library will be open 63 hours per week on the following schedule: Monday through Thursday 10:00 a.m. to 9:00 p.m. Friday and Saturday 10:00 a.m. to 5:00 p.m. Sunday 12:00 noon to 5:00 p.m. All regular library services shall be available to students and the public during these hours. The space for the Homework Center and the Computer Leaming Center will be available for use by students and their parents during all of these hours, and will be staffed by dedicated volunteers (adults and students) in addition to COUNTY staff during the hours of 3:00 p.m. to 8:00 p.m. Monday through Thursday and 1:00 p.m. to 5:00 p.m. on Fridays and Saturdays. There may be times when the Homework Center and the Computer Learning Center will be reserved to accommodate students and teachers from local schools for library tours, class visits, technology training, volunteer or tutor training, or orientations. 4. NUMBER AND CLASSIFICATION OF STAFF MEMBERS 4.1 The new branch library will employ a qualified person (hereinafter referred to as the "Branch Librarian" to supervise the County Library and provide service to the general public during designated public library hours. The Branch Librarian shall be an employee of the COUNTY and work under the supervision of the County Librarian. The Branch Librarian will be in charge of the operations of the new branch library. 4.2 The COUNTY will relocate all existing staff from the current Tustin branch library to the new branch library once construction is completed. The following COUNTY and SCHOOL DISTRICT staff will provide direct oversight and assistance with the Joint Venture Programs. Page 8 of 19 Draft OCPL Personnel Annual Hours FTE County 10 .005 Librarian Branch Librarian 250 .12 Children' s 250 .12 Librarian Young Adult 125 .06 Librarian Technology 60 .02 Trainers Volunteer 250 .12 Coordinator Volunteers 1,200 .6 (Tutors/Proctors) SCHOOL DISTRICT Annual Hours FTE Personnel Director of Elementary 40 .02 Education (K - 8) Deputy Superintendent 40 .02 for Educational Services (Professional Development Coordinator) Director of Information 20 .01 Technology Library and Media 20 .01 Specialist Coordinator Library 80 .04 Specialist/Technician (Middle School) Elementary Education 20 .01 Coordinator (Collection Development) District faculty liaison 40 .02 (r-12) Technology Trainers 60 .02 SECTION 5. VOLUNTEERS 5.1 Volunteers to assist in both the Homework Center and the Computer Learning Center will be recruited by the COUNTY and the SCHOOL DISTRICT. The COUNTY will advertise the need for volunteers through the existing Volunteer Program coordinated by OCPL's Volunteer Coordinator and administered on-site by OCPL's Young Adult Librarian and Children's Librarian working at the Tustin Page 9 of 19 Draft 5.2 5.3 Branch Library. The SCHOOL DISTRICT will recruit volunteers by making presentations and creating and disseminating flyers at high schools in the SCHOOL DISTRICT, student organizations such as Key Clubs, Peer Assistance League, and other organization such as local Parent Teacher Associations, the Tustin Senior Center, Academic Boosters, etc. The SCHOOL DISTRICT will encourage high school students to provide homework and reading assistance to other students in grades K-12, based upon a schedule to be determined by the Joint Venture Advisory Committee. Volunteers shall work during designated public library hours and will work under the supervision of the Branch Librarian. Regardless of which Party recruits volunteers, COUNTY staff will screen and approve all volunteers before they are permitted to participate in the Joint Venture Program in accordance with COUNTY and OCPL volunteer protocols. Policies and procedures for volunteers for the joint use programs will be approved by Joint Venture Advisory Committee. SECTION 6. LOCATION OF THE JOINT VENTURE COOPERATIVE PROGRAM AND FACILITY The current COUNTY branch library is located at 345 East Main Street in the City of Tustin. Contingent upon grant application approval and receipt of grant monies, the CITY will construct a new COUNTY branch library on a certain real property parcel located immediately adjacent to the current COUNTY branch library and owned by the CITY. SECTION 7. OWNERSHIP OF THE SITE, FACILITY, FURNISHINGS, EQUIPMENT AND LIBRARY MATERIALS 7.1 In the event that the CITY's application gets approved and the CITY receives grant monies to construct a new library branch, the CITY and the COUNTY will develop a lease agreement for the COUNTY'S occupancy and operation of the library branch. 7.2 The CITY shall own and hold title to the new library branch facility. 7.3 All equipment and furnishings purchased or provided by the CITY for the new library branch shall be owned and retained by the CITY and identified as such. All library materials, equipment, furnishings provided or purchased by the COUNTY shall be retained by the COUNTY and shall be identified as such. All materials, equipment and furnishings provided or purchased by the SCHOOL DISTRICT shall be retained by the SCHOOL DISTRICT and shall be identified as such. In the event of termination of this Agreement, all library materials, equipment, and furnishings shall be divided in accordance with the ownership of the items 7.4 The COUNTY will own and provide computer software licenses and electronic database licenses per the County's information technology contracts. Page 10 of 19 Draft SECTION 8. SOURCES AND USES OF FUNDING 8.1 THE CITY, with contribution from State matching grant funds pursuant to the Act, shall pay all costs associated with facility design and construction costs for the new library branch facility. In addition, the CITY will fund all costs for new furniture, electronic and computer equipment, with the exception of equipment purchased by the SCHOOL DISTRICT, pursuant to Section 1.3 of this Agreement titled SCHOOL DISTRICT RESPONSIBILITIES. 8.2 The COUNTY shall pay for the cost of library operations, including COUNTY staff salaries and new materials and equipment, subject to budget availability and constraints. 8.3 The COUNTY shall pay for newly acquired Tustin Branch Library materials with the exception of core curriculum textbooks, which will be purchased by the SCHOOL DISTRICT subject to budget availability and constraints. 8.4 The SCHOOL DISTRICT will pay for SCHOOL DISTRICT staff time/saiaries in conjunction with participation on the Joint Venture Advisory Committee as well as other Joint Venture Program activities, including planning professional development programs, coordinating technology training, developing public relations/publicity materials for school-sponsors events and exhibitions, and working with OCPL staff to recruit volunteer tutors. The SCHOOL DISTRICT will pay for bus transportation from schools to the Tustin Branch Library for school-sponsored exhibits, programs, and presentations. Student attendance at such events shall be voluntary. 8.5 OCPL and the SCHOOL DISTRICT will jointly pursue funding support for Homework Center programs through grants, donations, and in-kind services, as well as partnerships with community service organizations such as the Tustin Public School Foundation, Boys and Girls Clubs of Tustin and TAFFY what does this stand for? SECTION 9. FA CILITY OPERATION, MAINTENANCE AND MANAGEMENT 9.1 9.2 9.3 The CITY shall be responsible for the interior and exterior maintenance of the building, including the library grounds and designated parking, pursuant to a lease agreement between the CITY and the COUNTY, to be entered into at a future time. COUNTY is fully responsible for operating, overseeing and managing the new branch library. In the event that the CITY receives grants monies and constructs a new library branch facility, the CITY and the COUNTY will develop a lease agreement for the COUNTY'S occupancy and operation of the library branch. This proposed lease agreement would address, but not be limited to, issues of internal and external facility maintenance, emergency repairs, custodial services, and payment of utilities. Page 11 of 19 Draft SECTION 10. REVIEW AND MODIFICATION PROCESS FOR THE CONDITIONS OF THE AGREEMENT The terms of this Agreement may be reviewed at any time and may be modified by mutual consent of the Parties, provided that notification has been given in writing, and all Parties obtain approval signatures thirty (30) calendar days prior to any change being implemented. All modifications shall be consistent with the terms of the grant for which the CITY is applying, pursuant to the Act. SECTION 11. FIELD ACT APPLICABILITY 11.1 11.2 This program will not be subject to Field Act requirement as set forth in Section 39140 et seq. of the Education Code. The rationale for the determination that the Field Act is not applicable is that the new library will operate as a branch of the Orange County Public Library. The new branch library will not involve school classroom sessions or classroom groups of 24 or more students. In addition, the new branch library will not be located on property owned by a public school and the joint use program does not require more than 24 K-12 students to attend at one time for educational purposes. SECTION 12. TWENTY YEAR COMMITMENT The Parties to this Agreement hereby commit to providing joint use library services, consistent with the intent of this Joint Venture Cooperative Agreement, for a period of not less than twenty (20) years. The term of this Agreement shall be effective two months prior to the opening of the new Tustin Branch Library Facility, subject to Education Code sections 19985 through 20011, which govern Proposition 14 Library Bond Act grant award. SECTION 13. EDUCATION CODE ACKNOWLEDGEMENTS The Parties acknowledge and hereby agree to comply with the provisions of California Education Code 19999 and Title 5, California Code of Regulations, section 20440 (e) (3) (G) which require that the library branch facility be dedicated for the provision of public library direct services for forty (40) years. SECTION 14. NON-APPROPRIATIONS This Agreement is subject to and contingent upon applicable budgetary appropriations being approved by the County of Orange Board of Supervisors for each fiscal year during the term of this Agreement. If such appropriations are not approved, the contract will be terminated without penalty to the COUNTY. Page 12 of 19 Draft SECTION 15. CONSTRUCTION In the event that the CITY receives grants monies and then the CITY and COUNTY develop a lease agreement for the COUNTY's occupancy and operation of the library branch, the CITY and COUNTY will develop a construction agreement to be entered into at a later date. The construction agreement will address, but not be limited to, planning, architectural/design and construction CITY costs, as well as COUNTY Public Facilities and Resources Department/Architecture and Engineering approval of all plans and work drawings, the CITY's obligation to comply with all applicable codes, permits, approvals and construction requirements, and COUNTY acceptance of the Premises. SECTION 16. TERMINATION OF AGREEMENT 16.1 This Agreement may be terminated by any of the Parties provided that notification has been given in writing to the other Parties one hundred eighty (180) calendar days prior to actual termination. In the event that this Agreement is terminated, the books, other materials, equipment, property and furnishings remain he property of the party that purchased the books, materials, equipment, property and furnishings. Upon expiration or termination of this Agreement, the COUNTY shall remove, at its own expense, all of its property and shall repair any damage caused to the library branch by such removal, excluding reasonable wear and tear. 16.2 The County Librarian, with the concurrence of the Board of Supervisors and the Library Advisory Board, is hereby designated the agent of the COUNTY for purposes of terminating this Agreement. The SCHOOL DISTRICT Superintendent, with the concurrence of the District Board of Trustees, is hereby designated the agent of the SCHOOL DISTRICT for such purposes. The City Manager, with the concurrence of the City Council, is designated the agent of the CITY for such purposes. SECTION 17. NON-DISCRIMINATION In the performance of this Agreement, the Parties agree that they will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. The Parties acknowledge that a violation of this provision shall subject the Parties to all the penalties imposed for a violation of Section 1720 et seq. of the California Labor Code. SECTION 18. INDEMNIFICATION 18.1 COUNTY's Obligation of Indemnification. Neither SCHOOL DISTRICT nor CITY nor their Governing Bodies or any officer or employee of the SCHOOL Page 13 of 19 Draft DISTRICT or CITY shall be responsible for injury to any person(s), including death, or damage to any property by reason of negligent act(s) or negligent omission(s) on the part of the COUNTY, its officers, employees, or agents in connection with this Agreement. The COUNTY shall fully indemnify, defend and hold the SCHOOL DISTRICT and CITY, their Governing Bodies, officers, employees and agents harmless from and against any and all claims or liabilities imposed as a result of injury to any person(s) or damage to any property, whatsoever, occurring by reason of any negligent act(s) or negligent omission(s) on the part of the COUNTY, its officers, employees or agents in connection with this Agreement. 18.2 CITY's Obligation of Indemnification. Neither SCHOOL DISTRICT nor COUNTY nor their Governing Bodies or any officer or employee of the SCHOOL DISTRICT or COUNTY shall be responsible for injury to any person(s), including death, or damage to any property by reason of negligent act(s) or negligent omission(s) on the part of the CITY, its officers, employees, or agents in connection with this Agreement. The CITY shall fully indemnify, defend and hold the SCHOOL DISTRICT and COUNTY, their Governing Bodies, officers, employees and agents harmless from and against any and all claims or liabilities imposed as a result of injury to any person(s) or damage to any property, whatsoever, occurring by reason of any negligent act(s) or negligent omission(s) on the part of the CITY, its officers, employees or agents in connection with this Agreement. 18.3 SCHOOL DISTRICT'S Obligation of Indemnification. Neither COUNTY nor CITY nor their Governing Bodies or any officer or employee of the COUNTY or CITY shall be responsible for injury to any person(s), including death, or damage to any property by reason of negligent act(s) or negligent omission(s) on the part of the SCHOOL DISTRICT, its officers, employees, or agents in connection with this Agreement. The SCHOOL DISTRICT shall fully indemnify, defend and hold the COUNTY and CITY, their Governing Bodies, officers, employees and agents harmless from and against any and all claims or liabilities imposed as a result of injury to any person(s) or damage to any property, whatsoever, occurring by reason of any negligent act(s) or negligent omission(s) on the part of the SCHOOL DISTRICT, its officers, employees or agents in connection with this Agreement. SECTION 19. INSURANCE 19.1 COUNTY's Insurance Obligation Liability Insurance: Without limiting the indemnification provisions provided herein, the COUNTY, at COUNTY's expense, shall obtain and keep in force during the term of this Agreement and any extensions thereof, a policy or policies of general liability insurance covering all injuries to persons and damage to property occurring in, upon or about the new library branch resulting from any actions or omissions of the COUNTY. The policy or policies evidencing such insurance shall name the SCHOOL DISTRICT and the CITY as an additional insured, shall provide that same may not be cancelled or amended without thirty (30) days prior written notice to the SCHOOL DISTRICT and the CITY, and shall provide for a combined single limit coverage of bodily injury and property damage in the amount of not less than One Million Dollars ($1,000,000). An insurance company licensed Page 14 of 19 Draft to do business in the State of California and be rated A-/VIII or better by ambest.com shall issue such policy or policies. Prior to the Commencement Date of this Agreement, and upon renewal of such policies, the COUNTY shall submit to the SCHOOL DISTRICT and CITY certificates of insurance and any applicable endorsements evidencing that the foregoing policy or policies are in effect. At the COUNTY's option, COUNTY shall be allowed to self-insure insurance coverages as required above. 19.2 CITY's Insurance Obligation Liability Insurance: Without limiting the indemnification provisions provided herein, the CITY, at CITY's expense, shall obtain and keep in force during the term of this Agreement and any extensions thereof, a policy or policies of general liability insurance covering all injuries to persons and damage to property occurring in, upon or about the new library branch resulting from any actions or omissions of the CITY. The policy or policies evidencing such insurance shall name the SCHOOL DISTRICT and the COUNTY as an additional insured, shall provide that same may not be cancelled or amended without thirty (30) days prior written notice to the SCHOOL DISTRICT and the COUNTY, and shall provide for a combined single limit coverage of bodily injury and property damage in the amount of not less than One Million Dollars ($1,000,000). Such policy or policies shall be issued by an insurance company licensed to do business in the State of California and be rated A-/VIII or better by ambest.com. Prior to the Commencement Date of this Agreement, and upon renewal of such policies, the CITY shall submit to the SCHOOL DISTRICT and COUNTY certificates of insurance and any applicable endorsements evidencing that the foregoing policy or policies are in effect. At the CITY's option, CITY shall be allowed to self-insure insurance coverages as required above. 19.3 SCHOOL DISTRICT's Insurance Obligation Liability Insurance: Without limiting the indemnification provisions provided herein, the SCHOOL DISTRICT, at SCHOOL DISTRICT's expense, shall obtain and keep in force during the term of this Agreement and any extensions thereof, a policy or policies of general liability insurance covering all injuries to persons and damage to property occurring in, upon or about the new library branch resulting from any actions or omissions of the SCHOOL DISTRICT. The policy or policies evidencing such insurance shall name the COUNTY and the CITY as an additional insured, shall provide that same may not be cancelled or amended without thirty (30) days prior written notice to the COUNTY and the CITY, and shall provide for a combined single limit coverage of bodily injury and property damage in the amount of not less than One Million Dollars ($1,000,000). Such policy or policies shall be issued by an insurance company licensed to do business in the State of California and be rated A-/VIII or better by ambest.com. Prior to the Commencement Date of this Agreement, and upon renewal of such policies, the SCHOOL DISTRICT shall submit to the COUNTY and CITY certificates of Page 15 of 19 Draft insurance and any applicable endorsements evidencing that the foregoing policy or policies are in effect. At the SCHOOL DISTRICT's option, SCHOOL DISTRICT shall be allowed to self-insure insurance coverages as required above. SECTION 20. CONFIDENTIALITY OF RECORDS 20.1 Confidentiality of Orange County Public Library Records. The SCHOOL DISTRICT and CITY agree to maintain the confidentiality of Orange County Public Library records pursuant to all statutory laws relating to privacy and confidentiality as are now in existence or as may be amended or changed. All records and information concerning any and all matters referred to the SCHOOL DISTRICT or CITY by the COUNTY shall be considered and kept confidential by the SCHOOL DISTRICT and the CITY and the SCHOOL DISTRICT or CITY staff, agents, subcontractors, volunteers and employees. Information obtained by the SCHOOL DISTRICT or CITY in the performance of this Agreement shall be strictly treated as confidential and shall not be used by the SCHOOL DISTICT or CITY for any purpose other than the performance of this Agreement. 20.2 Confidentiality of SCHOOL DISTRICT Records. The COUNTY and CITY agree to maintain the confidentiality of SCHOOL DISTRICT records pursuant to all statutory laws relating to privacy and confidentiality as are now in existence or as may be amended or changed. All records and information concerning any and all matters referred to the COUNTY or CITY by the SCHOOL DISTRICT shall be considered and kept confidential by the COUNTY and the CITY and the COUNTY or CITY staff, agents, subcontractors, volunteers and employees. Information obtained by the COUNTY or CITY in the performance of this Agreement shall be strictly treated as confidential and shall not be used by the COUNTY or CITY for any purpose other than the performance of this Agreement. SECTION 21. COOPERATION The Parties acknowledge and agree to cooperate with one another in the performance of duties required under this Agreement including the acting in good faith in all dealings related to the Agreement and prompt execution of documents. In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement, the Parties hereby agree to cooperate in defending said action to the extent authorized by law. SECTION 22. CONDITION PRECEDENT This Agreement shall take effect only after the CITY obtains the Grant Monies from the California State Library Office of Library Construction, acting under the Act, for the construction of the new branch library. Should this contingency not occur, this Agreement shall be null and void. Page 16 of 19 Draft SECTION 23. COUNTERPARTS This Agreement may be executed in any number of counterparts each of which shall constitute one original and all of which shall be one and the same instrument. SECTION 24. GOVERNING LAW The laws of the State of California shall govern this Agreement. SECTION 25. SEVERABILITY If any provision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. SECTION 26. PROGRAM ADMINSTRATOR NOTICE The Parties shall each designate a "Program Administrator" to perform the duties required under this Agreement, to ensure that all aspects of the new branch library are constructed, administered or implemented in accordance with this Agreement, and the intent of the Parties. SECTION 27. DISPUTE RESOLUTION The Parties agree to provide each other with written notice on nonperformance, unsatisfactory performance, or any other dispute arising from the terms of this Agreement within thirty (30) days of the deficiency or dispute being identified. The Parties shall have thirty (30) days from receipt of said written notice to correct any performance deficiencies. The parties agree to cooperate in good faith to resolve any performance issue or dispute arising from this Agreement. In the event any dispute cannot be resolved under these procedures, each Party retains such legal and equitable remedies as it may have under law to enforce this Agreement. SECTION 28. FORCE MAJEURE The Parties shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Agreement caused by any act of God, war, civil disorder, employment strike or other cause beyond its reasonable control, provided the impacted Party provides written notice of the cause of the delay to the other Parties within 36 hours of the start of the delay and the impacted Party avails themselves of any available remedies. SECTION 29. CHANGE IN LIBRARY SERVICE PROVIDER Should the CITY withdraw from the COUNTY Library System, this Agreement would terminate. In the event of a change in library services provider, the CITY commits to Page 17 of 19 Draft including appropriate joint use library services provisions in all Agreements with all subsequent providers of library services. SECTION 30. CAPTIONS The section captions of this Agreement are for convenience and reference only and shall not define, explain, modify, construe, limit, amplify, or aid in the interpretation, construction or meaning of any of the provisions of this Agreement. SECTION 31. NOTICES All notices, demands, requests or approvals to the CITY, SCHOOL DISTRICT and cOLrNTY shall be addressed to the Program Administrator as follows: CITY City of Tustin City Manager's Office: City Manager 300 Centennial Way Tustin, California 92780 Phone: 714-573-3107 Fax: 714-838-1602 SCHOOL DISTRICT Tustin Unified School District District Superintendent 300 South "C" Street Tustin, Califomia 92780 Phone: 714-730-7301 Fax: 714-730-7436 COUNTY County Librarian Orange County Public Library 1501 East St. Andrew Place Santa Ana, California 92705 Tel: (714)566-3040 Fax: (714) 566-3042 SECTION 32. ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the Parties in the matters contained herein, and supersedes all previous agreements and understandings. Page 18 of 19 Draft IN WITNESS, WHEREOF, the Parties have executed this Agreement as of the day and year first written above. TUSTIN UNIFIED SCHOOL DISTRICT CITY OF COUNTY OF TUSTIN ORANGE By: By: Superintendent Mayor Print Name: Print Name: Date: Date: By: Thomas W. Wilson, Chairman Board of Supervisors SIGNED AND CERTIFIED THAT A COPY OF THIS DOCUMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD OF SUPERVISORS APPROVED AS TO FORM: By: By: School District Counsel City Attorney By:. Darlene J. Bloom. Clerk of the Board of Supervisors of Orange County, California RECOMMENDED FOR APPROVAL Print Name: Print Name: By: Date: Date: Date: John M. Adams, County Librarian APPROVED AS TO FORM: COUNTY COUNSEL Orange County, California By: Deputy Print Name: Date: Page 19 of 19