THE AMENDED AND RESTATED JOINT POWERS AGREEMENT
OF THE BLACK GOLD COOPERATIVE LIBRARY SYSTEM
THIS JOINT POWERS AGREEMENT is made and entered into this __ day of 2024 by and between each of the undersigned public entities which are Cities and Special District organized and existing_under the Constitution and laws of the State of California as a Member of the Black Gold Cooperative Library System (hereinafter collectively referred to as "Members" and individually as "Member'') that are parties signatory to this Agreement. Said Members are sometimes referred to herein as "parties."
RECITALS
WHEREAS, the Members, or some of them, previously entered into a Joint Powers Agreement effective July 1, 1975 to form, and thereby formed, the Black Gold Cooperative Library System, as a separate joint powers agency, which 1975 Agreement was superseded by an amended Joint Powers Agency Agreement dated October 1, 1984 (hereinafter, "the 1984 Agreement"); and
WHEREAS, due to amendments to applicable laws found in the California Library Services Act (Education Code section 18700 et seq.) and the Joint Exercise of Powers Act (Government Code section 6500 et seq.) as well as other changes the Members deem it advisable to amend and restate the 1984 Agreement.
NOW THEREFORE, for and in consideration of all the above-referenced recitals and mutual benefits, covenants, provisions and promises contained herein, The Members hereto agree as follows:
1. NAME AND POWERS
A. Pursuant to Government Code section 6507 the Members hereby create a separate public entity to administer this Agreement. The official name of the entity shall be the Black Gold Cooperative Library System, also referred to herein as "the Agency."
The Agency shall have all the powers granted to such library systems under the Government and Education Codes of the State of California and such other powers as may be necessary to accomplish the purpose of this Agreement, including, without limitation, to make and enter contracts, to employ agents or employees, to contract for legal services, to acquire, hold or dispose of property, obtain insurance and to sue or be sued in its own name and any other power provided by Government Code section 6508 and as amended. Pursuant to Government Code section 6509 the exercising of these powers by the Agency is subject to the same restrictions on exercising such powers governing the Blanchard/Santa Paula Library District. In the event of the withdrawal of the Blanchard/Santa Paula Library District ("District") from the System, or in the event the District's enabling legislation is significantly altered, the Council, as defined in section 3, may and if legally necessary shall select another Member of the System in lieu of said District, provided that two-thirds of the remaining 1 ATTACHMENT A
Members of the System have consented thereto. Such consent shall be presumed if a Member has failed to object within thirty days of its receipt of written notice of the Council's proposed designation.
B. The execution of this Amended and Restated Joint Powers Agreement ("this Agreement") amends and restates the 1984 Agreement, in the particulars set forth herein. Provided, however, the policies, rules, regulations, and decisions of the Council duly adopted prior to the formation of this Agreement, and which are not in conflict with a provision hereof shall remain in effect until modified or revoked by the Council formed hereunder.
2. PURPOSE
A. The purpose of this Agreement is to provide for the exercise of the common power of each of the Members hereto to provide library services, through an existing and separate public agency known as Black Gold Cooperative Library System which shall be responsible for administering this Agreement. This common power shall be exercised in a manner consistent with and in furtherance of the objectives of the California Library Services Act (Education Code section 18700 et seq.), hereinafter referred to as "Library Services Act", and· in such a manner that the entity created hereby shall be eligible for any grant funds that may be payable pursuant to said Act and such other laws of a similar nature, both state and federal, that now exist or that may from time to time be enacted.
This Agreement shall be construed in a manner consistent with these objectives.
The foregoing, however, shall not be deemed to limit the extent of the powers conferred on the public entity created hereby. This Agency shall possess all the powers, prerogatives, and authority necessary to plan, operate, and administer a cooperative library system, and those powers necessary to establish, improve and extend library services, held by its members, and those powers designated in Government Code section 6508, and as more specifically set forth herein.
B. It is further intended by the Members hereto that a purpose of their entering into this Agreement is to enjoy the joint sharing of benefits and costs in any and all activities the Agency is authorized to undertake including, without limitation, system-wide activities.
C. The Members shall have equal access to the full range of services available from the Agency and jointly make decisions regarding the implementation and management of the Agency, in accordance with the terms of this Agreement, to the maximum extent provided by law.
3. ADMINISTRATIVE COUNCIL
The Administrative Council (hereinafter, the "Council") is the governing body of the Agency. The Council shall be composed of a representative of each Member who shall be the head librarian of each Member. The powers, composition, duties, officers, activities, and procedures for conducting the business of the Council shall be established herein and in the Bylaws of the Agency, supplemented by the current version of Rosenburg's Rules of Order. All meetings of the Council shall comply with the 2 ATTACHMENT A
Brown Act (Government Code section 54950 et seq.). The Council shall have the power to interpret and implement this Agreement and the Bylaws and, upon majority approval of the Members at a Council meeting,., to adopt rules and regulations concerning the business of the Agency which, upon adoption, shall govern. Unless the Council designates otherwise, the Agency's fiscal year shall be July 1 to June 30 of each year.
The Council shall maintain a current inventory of the property owned by the Agency and provide for an annual audit of the accounts and records of the Agency by a certified public accountant or public accountant in compliance with section 6505 of the Government Code. The minimum requirements of the audit shall be those prescribed by the State Controller for special districts under Section 26909 of the Government Code and shall conform to generally accepted auditing standards. Upon unanimous vote of the Council the Agency may replace the annual special audit with an audit covering a two-year period, pursuant to Government Code section 6505(f). In addition, Section 8546.7 of the Government Code will apply to any contract the Agency enters that requires expenditure of public funds in excess of ten thousand dollars.
4. BYLAWS
The Agency shall operate pursuant to the Bylaws, which are amended and restated at the same time as this Agreement, a copy of which is attached to this Agreement as Exhibit A, and which shall be deemed to be adopted by each Member upon the Member's adoption of this Agreement. This Agreement shall control in the event of any inconsistency between it and the Bylaws.
5. TREASURER/FISCAL AGENT
Government Code section 6505.5 requires designation of the treasurer of one of the contracting parties, or in lieu thereof, the county treasurer of a county in which one of the contracting parties is situated, or a certified public accountant. The System Director of the Black Gold Cooperative Library System (the "Director") is designated the Treasurer of this Agency if the Director is a certified public accountant. If the Director is not a certified public accountant, the Council shall, by majority vote of the Members, select a Treasurer who is a certified public accountant and meets the requirements of Government Code section 6505.5 or section 6505.6. The Treasurer shall have charge of, handle and have access to the funds and other property of this Agency and shall file an official bond in the amount to be determined by majority vote of the Members. There shall be strict accountability of all funds and reports of all receipts and disbursements.
The Treasurer shall also perform the functions of Controller and Auditor. The Treasurer shall do all of the following:
A. Receive and receipt for all money of this Agency and place it in the treasury so designated to the credit of this Agency.
B. Be responsible, upon his or her official bond, for the safekeeping and. disbursement of all Agency money so held by him or her.
C. Pay, when due, out of money of the agency or entity held by him or her, all sums payable on outstanding bonds and coupons of this Agency. 3 ATTACHMENT A
D. Pay any other sums due from the Agency from Agency 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. Verify and report in writing on the first day of July, October, January, and April of each year to the agency or entity and to the contracting parties to the Agreement the amount of money he or she holds for the agency or entity, the amount received since his or her last report, and the amount paid out since his or her last report.
Any costs of audit, including contracts with, or employment of certified public accountants or public accountants, in making an audit pursuant to applicable legal requirements shall be borne by this Agency and shall be a charge against any unencumbered funds of this Agency available for the purpose.
6. RESPONSIBILITIES OF MEMBERS
Members of the Agency agree to (a) fully participate in the Agency's programs, including in those which are required under the Library Services Act; (b) pay all monies owed to the Agency when due, including annual membership fees determined by the Council; and (c) regularly participate in the meetings and deliberations of the Council.:
A Member's failure to comply with these provisions, the Bylaws, and/or the rules and regulations adopted by the Council will constitute a breach of this Agreement and shall be subject to the remedial provisions of the Agreement.
7. MANAGEMENT AND CONTROL OF INDIVIDUAL LIBRARIES' PROPERTY AND ASSETS
Except as to Member participation in Agency system-wide programs, such as the shared integrated library system which is required, nothing herein shall limit the right of Members to administer, manage, direct and control their own libraries and library resources, independently, select their own books and other library materials, hire their own personnel, and operate according to the policies and rules established by their own joint powers agreements, bylaws and their governing bodies. Except as explicitly provided herein, nothing contained herein shall operate or be interpreted as a pledge by Members of their own assets or property to the Agency.
8. RESPONSIBILITY FOR DEBTS OF AGENCY
Except as required by Government Code section 6508.1, the debts and liabilities of the Agency shall not by virtue of this Agreement become the debts and liabilities of Members other than as provided here and under section 14.
A. If a Member withdraws from the Agency the withdrawing Member shall be liable and be responsible for, and upon demand shall promptly pay, its full and complete share of non-pension related existing and/or contingent liabilities of the Agency as of the effective date of the withdrawal. The withdrawing Member's share of such liabilities shall bear the same relationship to the whole as its most recent annual contribution for the operation of the Agency bears to the whole of all annual contributions.
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B. If a Member withdraws from the Agency, but the Agency does not dissolve or terminate its contract with CalPERS and the Agency has established a plan of periodically paying down part of its unfunded accrued pension liability ("UAPL") debt to CalPERS, the withdrawing Member shall continue to be liable and financially responsible and will promptly pay thereafter to Agency upon being billed, its full and complete share of the Agency's UAPL. The withdrawing Member's share of such UAPL expense shall be determined based upon its prior years of membership and its history of contributions.
C. The withdrawing Member shall also be liable for any additional Agency expenses as of the effective date of the withdrawal that exclusively benefit the withdrawing Member as well as 100% of any early termination fees that accrue due to the withdrawal of the Member.
D. If the Agency dissolves, terminates, or otherwise ceases to exist or ends its contractual relationship with CalPERS ("the triggering events"), Government Code sections 6508.1 and 6508.2 will require all existing Members, and certain past Members, to each assume individual financial responsibility for its proportionate share of unfunded accrued pension liability calculated by CalPERS on a terminated basis pursuant to Government Code sections 20570-20593. By joining Agency, each Member promises and represents that upon occurrence of a triggering event: (i) it will undertake this obligation when requested by either CalPERS or the Agency; and (ii) that unless the Council determines differently, the proportionate share each Member will assume shall be based upon prior years of membership and its history of contributions.
9. COST ALLOCATION PLAN
The Council shall determine the annual contribution, which shall be paid by each participating Member for the operation of the activities and programs of the Agency.
Each Member's contribution shall be according to a formula, which the Council determines to be fair and equitable. The current formula, a copy of which is Exhibit 1 to the Bylaws, shall be reviewed periodically as set forth in the Bylaws.
10. CORRECTIVE AND REMEDIAL MEASURES
Whenever a majority of the Council by resolution determines that a Member has committed a remediable breach of any material obligation set forth in this Agreement, the Bylaws, or in rules and regulations adopted by the Council, the Council may give the Member written notice to that effect with reasonable specificity. The Member shall use its best efforts to promptly remedy the breach and shall inform the Council of such efforts. When a breach is not remedied within thirty (30) calendar days after notice to the Member, the Council may seek relief under Section 12.
11. APPLICABLE LAW
This Agreement shall be governed by, subject to, and construed according to the laws of the State of California.
12. DISPUTE RESOLUTION PROCEDURE
If any Member considers that any act or decision by the Agency is unfair and injurious to 5 ATTACHMENT A
it, or if the Council determines that a Member's material breach has not been remedied, the process for resolving disputes will be mediation, to be initiated by sending a written Notice of Mediation to all affected parties, then, if necessary because mediation has failed, binding arbitration pursuant to Code of Civil Procedure section 1280 et seq., with each side to bear its own attorney's fees but with the non-prevailing Member to pay the arbitrator's fees. If mediation does resolve the dispute, each side will share expenses for mediation equally. Joint selection of a mediator shall occur within thirty (30) calendar days of Notice of Mediation, and the A9ency shall notify all Members in writing of the selection. If after said 30 days the parties have not jointly selected a mediator, then each party shall within three (3) days thereafter designate a party mediator and the party mediators so designated shall within ten (10) days thereafter jointly select a neutral mediator, who shall be in charge of the mediation. If any party fails to appoint a party mediator as described herein, the other party's selected party mediator shall become the sole mediator of the dispute. If mediation does not reach an agreed resolution within forty-five (45) days after selection of the mediator, then either party may proceed to binding arbitration of the dispute pursuant to Code of Civil Procedure section 1280 et seq.
13. ADMISSION OF NEW MEMBERS
Any California Public Library may join this Agency upon the application of its governing body and upon the affirmative vote of at least all but one Member of the Council, provided that the applicant's governing body has by duly adopted resolution agreed to abide by all the terms of this Joint Powers Agreement and Bylaws. The Council shall prescribe the amount of money, if any, that shall be paid by the new agency as a prerequisite to it becoming a participant.
14. MUTUAL HOLD HARMLESS AND INDEMNIFICATION
It is agreed that each Member hereto shall defend, hold harmless and indemnify the Agency and its officers, elected officials, agents and/or employees from any and all claims, damages, demands, or liability, which arise out of or result from (i) the Member's breach of the terms and conditions of this Agreement by, or (ii) the negligent acts or omissions of such Member, its officers, agents and/or employees. The duties of each Member under this paragraph shall remain in effect even after a Member withdraws from the Agency.
It is further agreed that the Agency shall defend, hold harmless and indemnify each Member, its officers, elected officials, agents and/or employees from any and all claims, damages, demands, or liability, which arise out of or result from (i) the Agency's breach of the terms and conditions of this Agreement or (ii) the negligent acts or omissions of, the Agency, its officers, agents and/or employees.
In the event of the concurrent breach or negligence of a Member, its officers and/or employees, and the Agency, its officers, elected officials, agents and/or employees, which results in any claims, damages, demands, or liability, any resulting liability shall be apportioned under the California theory of comparative negligence as established presently, or as may be hereafter modified.
This mutual hold harmless and indemnity shall not apply to liability for unfunded accrued pension debt arising from current and past Agency employees. 6 ATTACHMENT A
15. AMENDMENTS
This Agreement may be amended by approval of all Members less one Member of the governing bodies of Members hereto. Agency shall file any notices, amendments, and/or other papers required by Government Code sections 6503.5, 6503.6 and/or 6503.7 within the time frame specified by statute.
16. DISSOLUTION
The Agency shall be dissolved by unanimous vote of the governing bodies of the Members hereto. Disposition of Agency of assets or debts shall be determined by the Council in accordance with Article XVIII of the Bylaws. After the completion of its purpose any surplus money or proper!}' of the Agency on hand shall be returned to the Members in proportion to the contributions that they have made in accordance with Government Code section 6511. For the purposes of this Agreement the "completion of its purpose" shall occur upon dissolution of Agency.
17. WITHDRAWALS
Any Member wishing to withdraw from this Agreement must do so effective on July 1 of the year following the giving of notice of withdrawal, provided that written notice thereof must be provided to the Council at least nine months prior to the effective date of withdrawal. Notice shall be in the form of a resolution adopted by the governing body of the Member wishing to withdraw and presented in writing to the Agency. Provided, withdrawal shall not be effective until the withdrawing Member has satisfied or has entered into a written agreement with the Agency to satisfy, any debts, including its share of the UAPL determined under Section 8, above, owed to the Agency. Upon failure to reach agreement the Member and the Agency shall jointly engage a mediator to facilitate reaching agreement. If, following a reasonable effort to mediate to a resolution no agreement has been reached, the Member shall either terminate its effort to withdraw or initiate binding arbitration of the dispute pursuant to Code of Civil Procedure section 1280 et seq., with the non-prevailing party responsible for the Arbitrator's fee but otherwise with each side bearing its own costs and attorney's fees. A withdrawing Member shall not be entitled to any refund of its contributions nor to any share of Agency assets. The withdrawing Member is liable for all contributions approved by the current budget including any contract renewals that are a part of the budget. The withdrawing Member may be excluded from any new contracts after the withdrawal announcement. If the Council Chair position is held by a withdrawing Member, that Member's representative shall, without need of further action, cease to be Chair. A withdrawing Member may not sit in closed session meetings of the Agency, nor shall it vote in Council meetings following giving notice to withdraw.
18. TERM
This Agreement shall continue perpetually until modified by the mutual written consent of all Members. Within thirty (30) days of the effective date hereof, the Agency shall file any notices, amendments and/or other papers required by Government Code section 6503.5, 6503.6 and/or 6503. 7.
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19. AGREEMENT COMPLETE
The foregoing constitutes the full and complete Agreement of the parties hereto regarding all matters described herein. There are no oral understandings or agreements or promises not set-forth in writing herein.
20. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.
IN Witness Hereof, the parties have executed this Amended and Restated Joint Powers Agreement by the authorized officers thereof on the dates indicated below.
Dated: -----------
City of Goleta
By:------------
Authorized Officer
Dated: -----------
BI an ch a rd/Sant a Paula Library District
By:------------
Authorized Officer
Dated: -----------
City of Lompoc
By: ____________ _
Authorized Officer
8 Dated: __________ _
City of Santa Maria
By:-------------
Authorized Officer
Dated: ------------
City of Carpinteria
By:------------
Authorized Officer
Dated: ------------
City of El Paso de Robles
By:------------
Authorized Officer
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