HomeMy WebLinkAboutReso 48-1982RESOLUTION NO. 48-82
CITY COUNCIL, CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA
A RESOLUTION CONDITIONALLY APPROVING AND AUTHO-
RIZING EXECUTION OF AN AGREEMENT ENTITLED, "JOINT
EXERCISE OF POWERS AGREEMENT BETWEEN CITIES'OF
BURLINGAME, DALY CITY, MENLO PARK, REDWOOD CITY,
SAN BRUNO, SAN MATEO, SOUTH SAN FRANCISCO, AND
THE COUNTY OF SAN MATEO FOR THE ESTABLISHMENT OF
A SHARED AUTOMATED CIRCULATION SYSTEM. ~'
BE IT RESOLVED by the City Council of the City of South San Francisco
that-
1. Conditional Approval of Agreement.
_The Agreement entitled, "Joint Exercise of Powers ~Agreement between
cities of Burli.ngame, Daly City, Menlo Park, Redwood City, San Bruno, San
Mateo, South San Francisco, and the County of San Mateo for the Establishment
of a Shared'Automated Circulation System," which .Agreement is attached hereto
as Exhibit "A" and incorporated herein by reference, is hereby approved, sub-
ject to the condition that the cost allocation plan outlined therein shall not
be changed to ~reflect greater costs to' the City of South San Francisco than
those reflected in Exhibit "A" hereto.
2. Execution of Agreement.
Execution of the aforementioned .Agreement is hereby authorized subject
to the following condition·
a. The City of South San Francisco shall not execute said ·Agreement
if the coSts reflected in the document to be signed exceed those reflected in
Exhibit "/~" hereto.
3. Signatures.
The City Manager is authorized to execute said .Agreement on behalf of
the City, and the City Clerk attest his signature thereto. Notwithstanding
the foregoing, the City Manager shall not execute said Agreement until the
conditions outlined in Section 2, herein, are met.
4. Rescission.
Resolution No. 152-81, adopted December 16, 1981, is hereby rescinded.
I hereby certify that the foregoing resolution was r. egularly introduced
and adopted by the City Council of the City of South San Francisco at an adjourned
regular meeting held on the "6th day of May , 1982. , by l~he
following vote:
AYES: Councilmembers Ronald .G. Acosta, Mark N. Addiego, Emanuele-N.~Damonte,
Gus Nicolopulos; and Roberta Cerri Teglia
NOES: None -
None
ABSENT'
EXHIBIT "A" TO RESOLUTION NO. 48-82
ADOPTED 5/6/82
JOINT EXERCISE OF POWERS ~GREEMENT BETWEEN CITIES OF BURLINGAME
DALY CITY, MENLO PARE, REDWOOD CITY, SAN BRUNO, SAN MATEO,
SOUTH SAN FRANCISCO, AND THE COUNTY OF SAN MATEO FOR
THE ESTABLISHMENT OF A SHARED
AUTOMATED CIRCULATION SYSTEM
THIS AGREEMENT, made and entered into this day
of , 1982, by and between the CITY OF BURLINGAME,
CITY OF DALY CITY, CITY OF MENLO PARK, CITY OF REDWOOD CITY, CITY
OF SAN BRUNO, CITY OF SAN MATEO, CITY OF SOUTH SAN'FRANCISCO, and
COUNTY OF SAN MATEO,
W I TNE S S E TH
WHEREAS, the CITY OF BURLINGAME, the CITY OF DALY CITY, the
CITY OF MENLO PARK, the CITY OF REDWOOD CITY, the CITY OF SAN
BRUNO, the CITY OF SAN MATEO, and the CITY OF SOUTH SAN FRANCISCO
are municipal corporations of the State of ~alifornia, and the
COUNTY OF SAN MATEO is a political subdivision of the State of
California, and
WHEREAS, Title 1, Division 7, Chapter 5 of the Government
Code of the State of California authorizes the joint exercise by
agr. eement of two or more public entities of any powers common to
them; and
WHEREAS, the jurisdictions participating in this ~ agreement
have agreed to undertake the establishment of an automated circu-
lation system to serve the public libraries established by the
cities and the County of San Mateo; and
WHEREAS, the establishment will require the acquisition of
computer hardware and software; and
WHEREAS, the Participating Jurisdictions recognize the ad-
vantages of a shared automated circulation system and are willing
to contribute funds toward the cost of acquisition, implementa-
tion, operation, and maintenance of the automated circulation
system, as hereinafter described; and
WHEREAS, the County has demonstrated leadership in planning
for a shared automated circulation system; and
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WHEREAS, representatives of the Participating Jurisdictions
!have cooperated in the preparation of a request for proposals for
the system and in the evaluation and selection of the preferred
vendor; and
WHEREAS, there is a necessity t° enter into contract-negoti-
ations with the preferred vendor in December, 1981 and
WHEREAS, it is deemed necessary for the Participating Juris-
dictions to enter into a joint powers agreement:
NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS
FOLLOWS:
1. Statement of Intent. It is intended by~ the parties here-
to (a) to enter into this Agreement for the joint sharing of
benefits and costs related to an automated circulation system for
the respective libraries of each Participating Jurisdiction, (b)
to recognize the desirability of making such a system available
for all public libraries operating in San Mateo County, and (c)
to enter into this joint exercise of powers agreement, to create
an Agency Which owns, operates, and manages an automated library
circulation system. This Agency shall be known as .Library Auto-
zated Circulation Agency, herei.nafter ~referred. to as "AGENCY." A
'"PARTICIPATING JURISDICTION" shall be any jurisdiction operating
a public library in San Mateo County which has agreed to pay its
full share of central start-up costs as set out in Exhibit A and
according to the schedule shown 'in Section 12 of this Agreement,
and which has signed this Agreement. The Participating Jurisdic-
tions shall have equal access to the full range of services
available from the system and jointly ~ake decisions regarding.
the implementation and management of the system, in accordance
with the terms of this Agreement,
2. Term of Agreement. The Agency shall come into existence
'and this Agreement shall be in full force and effect when five
jUrisdictions have executed same, and shall continue perpetually
thereafter unless modified or terminated by the Participating
Jurisdictions.
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3. Withdrawal.
A. Any Participa'ting Jurisdiction wishing to withdraw
from this Agreement after four years from the effective date of
tthis Agreement, or on July 1 of any succeeding year thereafter,
must provide at least six months written notice to the Governing
Board of the Agency. Notice shall be in the form of a resolution
adopted by the .governing body of the Participating Jurisdiction
wishing to withdraw. The signatories to this Agreement recognize
that a substantial capital investment is required by each to
implement and operate the automated circulation system and that
withdrawal from this Agreement will cause substantial hardship
for all remaining Participating Jurisdictions.
B. If a Participating Jurisdiction withdraws.frOm the
Agreement according to the terms and conditions set forth herein,
said jurisdiction shall receive a copy of its bibliographic file,
t borrower file and item file if such 'information has been convert-
ed and filed in the automated~ system.
C. If a Participating Jurisdiction withdraws from the
system prior to four years from the effective date of this Agree-
ment, the withdrawing party shall reimburse the Agency an amount
o .
equal to any unpaid balance o'f that jurisdiction's share of ini-
tial start up costs and its share of central site operating costs
for the initial four year period.
D. If the withdrawal from this Agreement results in a
decision by the remaining Participating Jurisdictions that the
automated circulation system be terminated, it shall be the re-
sponsibility of the Agency to dispose of all the equipment and
reimburse the remaining Participating Jurisdictions from the
proceeds of disposal in accordance with a pro-rata formula based
on the initial investment.
4. Ownership of the Automated System. Ownership shall be
subject to the terms and conditions of vendor contracts.
It is the intent of the Agency to own all central site
hardware, including the central processing unit, consoles, disk
drives, Gape drives,-'~nd'~a$-S~)ciated instruments and equipment.
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Title to the central 'site hardware and associated equipment
may be assumed by the A~ency at any time that the Governing Board
so acts to take ownership, and the Agency is legally constituted,
has adequate funds, has adequate insurance, and such action is
consistent with the terms and conditions of the vendor contract.
If for any reason the Agency is not able to assume ownership
of the ~central site hardware and associated equipment in
accordance with the terms and conditions of the vendor contract,
the County of San Mateo, as one Participating Jurisdiction and as
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the designated Operating Agent under Section 8 of this Agreement,
shall assume ownership and maintain all hardware and equipment
under inventory control consistent with local practices until
such time as the Governing Board assumes ownership.
The rights to all software that is part of the automated
circulation system shall reside with the Agency, subject to the
terms and conditions of the agreements with any vendor.
The public office or officer who is in charge of property to
be acquired under this Agreement on behalf of the Agency shall
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file an official bond With the Agency in an amount to be fixed by
the Governing Board. .i
All computer terminals, 'modems, and communication equipment
necessary for connection to the central site hardware, and any
other hardware that is located in the various service outlets
operated' by the Participating Jurisdictions to this Agreement
shall be owned separately by the individual jurisdictions. It is
understood that the jurisdictions acquiring the equipment to
connect to the central site hardware will acquire such equipment
in accordance with the specificiations furnished by the Governing
Board of the Agency.
5. Governing Board.
A. Membership. The Governing Board of the Agency shall
consist of the City or County Managers from the Participating
Jurisdictions or their designated representatives and shall serve
as the policy-making board for this Agency. The Director of the
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IPeninsula Library System ~nd a designee of the County Manager of
San Mateo County shall s'erve as the two non-voting members of the
Board.
B. Voting. A majority of the members of the Governing
Board shall constitute a quorum for the transaction of business.
Each'Board member shall have one vote. The affirmative vote of a
majority of those voting members present shall be necessary for·
all action taken except for the following matters, wherein there
must be an affirmative vote of a majority of the entire Board:
·
(1) a declaration that a Participating Jurisdiction has failed to
comply with the terms of this Agreement; (2) use of the automated
system by other agencies or organizations; (3) decisions regard-
ing system enhancements and/or expansions; and (4) all matters to
be referred to the Managers Review Committee as described in
Section 6 of this Agreement.
C. Bylaws. At its first meeting the Board shall elect a
chair and vice-chair for the Agency from' its members, who shall
assume the duties of office upon election. Thereafter, the
·
Agency shall provide for annual election and rotation of officers
in its Bylaws. The most recently published edition'of Robert's
Rules of tOrder shall apply to Governing Board meetings until
Bylaws are adopted.
D. Powers of the Governing Board. The Governing Board
shall have the following powers:
(1) To make and enter into contracts;
(2) To recruit, select, and evaluate the performance of
consultants to, and employees of the Agency;
(3) To adopt an annual budget for the Agency;
(4) To incur debts, liabilities, and obligations; but
no debt, liability, or obligation of the Agency is
a debt, liability, or obligation of any Participa-
ting Jurisdiction of the Agency except as specified
in this Agreement;
(5) To acquire, hold and dispose of property;
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(6) To receive contributions and donations of property,
funds, ser¥ices, and other forms of assistance from
any source;
(7) To sue and be sued in its own name;
(8) To lease property;
(9) To establish policies and procedures for the imple-
mentation, ope'ration, and management of the auto-
mated circulation system. Such matters include but
are not limited to: hours of service, staffing
levels, equipment needs, service standards, stand-
ardization of operating procedures, and other mat-
ters considered relevant by the Governing Board;
(10) To review the operations'°f the system, evaluate
its' performance, and develop plans for modifica-
tions;
(11) To provide for the purchase and maintenance of all
central system equipment and the housing of such
equipment in a suitable-environment;
(12) To plan for and coordinate the implementation of
system modifications and enhancements as may im-
prove the operations or functions of the system;
(13) To provide for adequate property and liability
insurance coverage.
6. Managers Review Committee.
A. There is hereby created a Managers Review Committee,
to be composed of five members. The County Manager of San Mateo
County shall designate two members. The City Managers of the
Participating Jurisdictions shall designate two members. These
four members shall designate the one remaining member.
B. The five-member committee shall meet periodically and
as required to review and make recommendations to the Governing
Board on the following matters:
(1) The annual operating budget and the cost alloca-
tions;
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(2) Upon request by this Review Committee, any
changes 'in the operating budget proposed by the
Governing Board;
(3) Use of the contingency fund of the Agency;
(4) Costs related to system enhancements, expansions,
or replacements;
(5) Changes in the cost allocation formula described
in Exhibit C.
(6) Matters involving the appeal procedure described
·
in Paragraph 15.
7. Duties and Responsibilities of Each Participating
Jurisdiction. Pursuant to this Agreement, each Participa-
ting Jurisdiction shall:
A. Participate in the use and operations Of the automated
system under the terms and conditions of this contract
and the rules and regulations which may be adopted by
the Governing Board.
B. Be liable for local costs, including acquisition of
remote hardware, structural m°dif~cations, communica-
tions equipment necessar~y to communicate with the
'central site, and local conversion expense, including
California State Sales Taxes on purchases, where ap-
plicable.
C. Be liable for an annual payment to the Agency for
Central System costs based on Exhibit B for the costs
of personnel, supplies and materials, utilities, in-
surance, administrative and accounting services, cen-
tral hardware and software maintenance, and other
operating expenses. The annual payment, as well as
those payments specified in Section 7, Paragraph B
above, shall be due and payable according to the pay-
ment schedule described in Section 12 of this Agree-
ment, except as otherwise provided by Section 22.
D. Acquire and maintain all remote terminals, modems, and
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communications .equipment and telephone lines necessary
to communicat~ with the central site. All equipment
so purchased must comply fully with the Agency speci-
fications. Any Participating Jurisdiction wishing to
purchase hardware not supplied by the vendor or its
agent must have prior approval of the Governing Board.
The automated system, as installed, should provide·
sufficient capaci.ty for the addition of terminals and
required communications equipment by Participating
Jurisdictions. The addition of terminals over and
above the number specified in the contract negotiated
with the vendor must be authorized in writing by the
Agency at least ninety (90) days prior to the antici-
pated date' of installation of said equipment.
E.Pay all monies owed the, Agency when due.
F. Participate in the 'cooperative purchasing of supplies
and materials required for system operation.
G. Input all data into the system in a timely fashion and
aCcOrding to the standards for bibliographic data
which shall be adopted by the Governing Board.
H. Have full responsibility for initially getting all its
information into a form which can be processed by
electronic equipment or to manually key-in all data,
according to standards established by the Governing
Board.
I. Regularly participate in the meetings and delibera-
tions of the Governing Board.
J. Keep those records and statistics which may be requir-
ed by the Governing Board to document the performance
of the system.
K. Report to the Governing Board the officers of the
jurisdictions to receive formal notice of actions of
the Governing Board.
FAILURE TO COMPLY with these rules and regulations will con-
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stitute a breach of th'is Agreement by the Participating
Jurisdiction and, as' such, shall be subject to the remedial
provisions of the Agreement.
8. Operating Agent. The County of San Mateo is hereby des-
ignated as the Operating Agent for the Agency, and shall
have the following duties and responsibilities:
A. Be responsible for administrative support, such as
fiscal and legal services, to the' Agency in support of
this Agreement, at no cost to the Agency. The Legal
·
Counsel of the County shall be the Legal Counsel of
the Agency. The Treasurer of the County shall be the
Treasurer of the Agency. The Controller of the County
shall be the Controller of the Agency.
B. Function as the agent to the Governing Board, in
accordance with the policies and procedures developed
by the Governing Board, for the development,
implementation and operation of the automated
circulation system.
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C. In the absence of or in conjuction with Agency staff,
provide program coordination required to implement and
operate the shared automated circulation system.
D. Employ appropriate staff for the Agency in the unclas-
sified or exempt service, and supervise the day to day
operations and implementation in accordance with the
approved budget and policies set by the Governing
Board.
E. Develop and otherwise participate in the general
training of staff of Participating Jurisdictions, as
appropriate and in coordination with the vendor and
the Governing Board.
F. Develop a plan for a substitute method for the loan
and recovery of materials in the event of a catastro-
phic system failure with extended periods of down
time, in coordination with the vendor and the
Gove r n i ng- BbaY'~ .'
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G. Arrange for emergency substitute back-up staff as
appropriate t'o facilitate smooth operations, such
arrangement to be on a reimbursable basis by the
Agency at rates to be determined by the Governing
Board.
The County of San Mateo, and the County Librarian specifical-
ly, is hereby designated as the Operating Agent until July 1,
1984. Thereafter, the Governing Board may review the possibility
of making a change of Operating Agent for the Agency and location
of the central system. If the Governing Board decides to make a
change, such change should take place within one year, and con-
tracts or agreements held by the Operating Agent on behalf of the
Agency are assignable as directed by the Governing Board. The
.Governing Board may arrange for a new Legal counsel, Treasurer
and Controller as necessary.
The Operating Agent shall maintain a special interest
bearing fund called the "Library Automated Circulation Fund" into
which all monies shall be deposited and from which all monies
·
shall be paid. This fund shall be audited regularly, when the
gen'eral accounts of the Operating Agent are audited.
The Governing Board shall designate its fiscal year and
provide for an annual audit of the accounts and records of~ the
LibrarY Automated Circulation Fund by a certified public
accountant or public accountant. 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. The
Agency shall bear the costs of the audit.
9. Location of Central Equipment. The central system
hardware and software will be located at the San Mateo County
Central Library. The cost for preparing such space shall be
included in the budget of the automated circulation system to be
shared by the Participating Jurisdictions.
10. Vendor Contract Negotiation Team. The Vendor
Contract Negotiatio~'~e~'~hail consist of' six members as
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follows: three representatives from the County and three repre-
sentatives designated by the municipal Participating Jurisdic-
tions. Any jurisdiction may designate additional representatives
who may attend but not participate in vendor contract negotiation
meetings. The Director of the Peninsula Library System shall be
an advisory'member of the team. The County, as Operating Agent
and acting on behalf of the Governing Board, is hereby authorized
to sign a contract for purchase, installation, and maintenance of
an automated circulation system, upon completion of negotiations
·
and so long as the total cost does not exceed the budgets de-
scribed in Exhibit A and Exhibit B and upon approval of the
Governing Board. If negotiated amounts exceed the budgets, the
Managers Review Committee Shall be asked to make a recommendation
to thee Governing Board.
11. Cost Allocation Plan. The cost sharing formula is de-
scribed in Exhibit C. This 'formula shall be updated annually as
determined by the Governing Board. based on the most current data
available. The Governing Board shall implement adjustments to
..
this formula after the-automated system produces actual use d~ta.
12. Payment Schedules. In consideration of the shared, par-..
ticipation in the library automated circulation system, and the
performance of services and responsibilities described in this
Agreement, Participating Jurisdictions agree to pay to the Agency
the following:
A. The Participating Jurisdiction's share of the central
system start-up budget for fixed and variable costs
listed in Exhibit A, Column 3. Unless otherwise spec-
ified by the Governing Board, the payments shall be
payable in three equal installments in 1982 on May 1,
July 1 and October 1.
B. The Participating Jurisdiction's share of the central
system on-going budget for fixed and variable costs
listed in Exhibit B, Column 3. Unless otherwise spec-
ified by the Governing Board, payment shall be due
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February 1, 198.3, and on that date annually thereafter
so long as tkis Agreement is in effect.
C. A payment schedule for local vendor costs set out in
Exhibits A and B shall be developed by the Governing
Board, as appropriate and subject to vendor
contracts. Exhibits A and B shall be updated annually
as of a date certain to be determined by the Governing
Board to reflect current costs and financi, ng.
13. Corrective and Remedial Measures. Whenever a majority
of the Governing Board believes that a' Participating Jurisdiction
has committed a remediable breach of any material obligation set
..
fOrth in this Agreement, it may give the jurisdiction notice to
that effect with reasonable specificity. The jurisdiction shall
use its best efforts promptly to remedy the breach and shall
inform the Governing Board of the nature of the remedial action
planned, and taken or will respond to any such notice, with an
explanation that sets forth reasonable cause of the breach. When
a breach does exist that is not remedied within thirty (30) days
after notice of it, the Governing Board shall be entitled to seek
appropriate relief under this Agreement or otherwise under the
law.
14. Applicable Law. This Agreement shall be governed by,
subject to, and construed according to the laws of the State of
California, with venue to lie in San Mateo County, California.
15. Appeal Procedure. If any Participating Jurisdiction
~onsiders that any decision of the Governing Board, or any rule
9r regulation governing the operation and shared use of the
system to be unfair, the Chairperson of the Governing Board shall
~e notified by the Participating Jurisdiction in writing that the
~edision is disputed, or rule or regulation is unfair, and the
reasons therefore. If the Governing Board cannot then resolve
:he dispute within thirty (30) days, said jurisdiction may re-
quest in writing review by the Managers Review Committee. The
Managers Review Committee shall have forty-five (45) days from
ithe request in which to make a recommendation to the parties
involved. -
16. Conversion Plan. The Operating Agent shall implement a
plan developed with the Governing Board and the vendor to convert
records to machine 'readable form. The plan shall include methods
of conversion tO be used, training for conversion, and the con-
version schedule, and shall be implemented subject to approval by
·
the Governing Board.
17. Standards for Bibliographic Data. The planned automated
system 'has the ability to read and edit bibliographic data in
MARC II format. Data will be stored in an abbreviated format.
All records input into the system by Rarticipating Jurisdictions'
shall comply with the specifications established by t.he Governing
Board, and shall be monitored by the Operating Agent.
A majority of the Governing Board may give thirty (30) days
written notice to a Par'ticipating Jurisdiction whenever the
Operating Agent reports that a jurisdiction's bibliographic
records fail to meet the minimum standards. If all records are
not brought up to the standard within thirty (30) days, the
Governing Board may take action to bring the records to standard
iand all costs of such action shall be borne by the jurisdiction
which is out of compliance.
18. Installation. It is understood that the responsibility
for the installation of all remote equipment located in the li-
braries of Participating Jurisdictions shall rest with the vendor
or its agent, unless otherwise provided for by agreement of the
Governing Board and vendor.
19. Confidentiality of Data. The circulation records of all
Participating Jurisdictions are considered CONFIDENTIAL regard-
less of the source of inquiry. Employees of each participating
Library shall have access to such records to provide for the
orderly operation of each library; however, such records shall
not be made available to anyone else except pursuant to such
process, order, or subpoena as may be authorized by law.
Any problems or--conditions relating to the privacy of
!circulation shall be referred to the Director of the applicable
library for resolution.
20. System Maintenance. The Operating Agent, acting on be-
half of the Agency, shall maintain all central system hardware
and software ~n good operating oon~i~ion. Participating Juris-
dictions shall maintain all remote equipment in good operating
condition. If requested, the Operating Agent shall assist
Participating Jurisdictions in acquiring maintenance service of
remote site equipment, on a reimbursable basis. Policies re-
lating to the scheduling of system maintenance shall be set by
the Governing Board.
21. Service Availability. The automated system will be a-
vailable for use by Participating Jurisdictions for circulation
and other transactions on a schedule of hours to be set by the
Soverning Board. The Governing Board and the Operating ;~gent,
through its contracts for hardware and software.maintenance,
shall maintain the equipment in such a fashion as to provide for
~owntime and response time not exceeding the limits specified in
these contracts. No liability shall be assumed by the'Governing
·
Board or the Operating Agent, however, if these limits are
xceeded. On occasion, it may be necessary to temporarily
suspend system availability because of operational or maintenance
·
requirements. Whenever possible, prior notice of system
unavailability will be provided to the libraries. Such
suspension shall not be deemed an unreasonable prevention or
.~ostponement of system use by the Participating Jurisdictions.
22. System Enhancements. The Governing Board shall be
advised in writing of any system software or hardware enhancement
~esired by Participating Jurisdictions. The implementation of
all~ such enhancements shall require the approval by majority vote
9f the Governing Board.
If the cost of any system enhancement, expansion or
replacement would cause an increase in a Participating
3urisdiction's share of expense of 15% or greater than the
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previous year's budget, then that Participating Jurisdiction
shall have the option to negotiate for a different level of
service from the Agency, provided that such a different level of
service would not degrade the overall system and the cost of such
change would be covered by that Participating Jurisdiction.
23. Admission of New Jurisdictions. A jurisdiction operating
a public library in San Mateo County shall have the opportunity
tO participate in the shared automated circulation system after
the effective date of this Agreement and become a Participating
Jurisdiction with full ~embership rights, subject to approval of
the Governing Board and provided the following conditions are
met:
A. The jurisdiction agrees to pay an entry fee which
consists of the tota'l of (1) the full amount of the
jurisdiction,s original share of the central start-up
costs described in Exhibit A~ Column 3, plus 20% of
that amount as a late hook-up fee; and (2) the
jurisdiction's original share of the central site on-
going costs' described in Exhibit B, Column 3, prorated
from the effectiv~e date of this Agreement, to the date
of the decision by the governing body to join. Exhibit
A may be adjusted annually to reflect cost of living
increases, to be determined by the Governing Board
after recommendations by the Managers Review
Committee.
B. The jurisdiction agrees to pay the full cost for any
modifications to the central system which may be re-
quired as the direct result of this new participation.
C. The Governing Board agrees that the system
modifications which may be required will not result in
a significant degradation of system performance.
D. The jurisdiction agrees to all other terms and
conditions of this Agreement.
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24. Participation of Other Agencies or Organizations.
A. The Governing' Board by a majority vote of the entire
board may permit agencies or organizations other than
jurisdictions operating public libraries in San Mateo
County to use' the automated circulation system-under
such terms and conditions as the Governing Board may
determine.
B. Such users shall be customers of the Agency and not be
considered participating jurisdictions.
25. Warranties.
A. All hardware acquired from the vendor for central site
or remote installation shall have warranties by the
.
vendor. The Agency shall maintain a hardware
maintenance contract in effect at all times. The
Agency and the Operating Agent are not responsible for
any incidental or consequential damages of whatever
nature resulting from use by Participating
Jurisdictions or .operation of said remote site
equipment or from acts of God, war, civil strife,
fire, water damage, smoke damage, or power
fluctuations.
B. All automated system software shall have a warranty by
the vendor. The Agency shall maintain a software
maintenance contract in effect at all times. The
Agency and the Operating Agent shall make every
attempt to cause the automated circulation system to
operate to the standards specified in this Agreement;
however, the Agency and the Operating Agent offer no
warranty, expressed or implied, that deviations from
these standards will not occur.
C. Participating Jurisdictions recognize that the Agency
and the Operating Agent do not control, therefore
cannot warrant, the telephone lines or microwave
system used to communicate data between a remote site
and the c~'~{tr'~ '~0mputer.
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D. The Operating Agent will regularly duplicate, at least
weekly, all d~ta maintained in the automated system
database and store such duplicate tapes or disk packs
in a location physically apart from the site of the
central automated system. Furthermore, the Operating
Agent will maintain a daily tape log in the event that
a disk malfunction occurs, so that the day's
circulation transactions can be reconstructed. There
is the chance, however remote, that some or all of the
data may be lost or destroyed. The Agency and the
Operating Agent dO not warrant that such a data loss
will not occur and the Participating Jurisdictions
agree to hold the Agency and the Operating Agent and
their employees and agents harmless' for such a loss
not the result of willful, maliciOUs effort.
26. Mutual Hold Harmless and Indemnification.
A.~ It is agreed that Participating Jurisdictions shall
defend, hold harmless and indemnify the Agency and the
Operating Agent, their officer~, agents and/or
employees from any and all .claims for injuries to
o
persons or damage to property which arise out-of the
terms and conditions of this Agreement and which
result from the negligent acts or omissions of
Participating Jurisdictions, their officers, agents
and/or employees.
B. It is further agreed that the Agency shall defend,
hold harmless and indemnify Participating
Jurisdictions, their officers, agents and/or employees
from any and all claims for injuries to persons or
damage to property which arise out of the terms and
conditions of this Agreement and which result from the
negligent acts or omissions of the Agency, its
officers, agents and/or employees.
C. In the event of concurrent negligence of one or more
Participat~ng'Ju~°isdictions, their officers and/or
-17-
employees, and .the Agency, its officers, agents and/or
employees, then the liability for any and all claims
for injuries to persons or damage to property which
arise out of the terms of this Agreement shall be
apportioned under the California theory of comparative
negligence as established presently, or as may be
hereafter modified.
27. Insurance. The Agency shall not commence work under this
Agreement until all insurance required under this paragraph has
been obtained. The Agency shall maintain certificates of
insurance evidencing the required coverage. These certificates
shall specify or be'endorsed to provide that thirty (30) days'
notice must be given, in wr~iting, to the Agency of' any pending
change in the limits of liability or of any cancellation or
modification of the policy.
In the event of the breach of any provision of .this Section,
or in the event any notice is received which indicates any
required insurance coverage will be diminished or cancelled, the
~overning Board, at its option, may, notwithstanding any o~her
provision of this Agreement to the contrary, immediately declare
:a material breach of this Agreement and recommend to- the
Participating Jurisdictions the suspension of all further work
pursuant to this Agreement.
A. WOrkers' Compensation and Employer's Liability
Insurance: The Agency shall have in effect during the entire
life of this agreement Workers' Compensation and Employer's
Liability Insurance providing full statutory coverage, if
r equ i r ed.
B. Liability Insurance: The Agency shall take out and
~aintain during the life of this Agreement such' Bodily Injury
Liability and Property Damage Liability Insurance as shall pro-
tect it while performing work covered by this Agreement from any
and all claims for damages for bodily injury, including acci-
dental death, as well as any and all claims for property damage
· ~hich may arise from-the..Agency operations under this Agreement,
-18-
twhether such operations be by itself or by any sub-contractor or
by anyone directly or indirectly employed by either of them and
the amounts of such insurance shall be One Million Dollars
($1,000,000) combined single limit bodily injury and property
damage for each occurrence. The Operating Agent and its
officers, agents, employees and servants, and all Participating
Jurisdictions and their officers, .agents, employees and servants,
shall be named as additional insureds on any such policies of
insurance, which shall also contain a provision that the
insurance afforde~ thereby to the Operating Agent and the
.Participating Jurisdictions, and their officers, agents,
employees and servants shall be primary insurance to the full
limits of liability of the policy, and that if the Operating
~Agent or the Participating Jurisdictions or their officers and
employees have other insurance against a loss covered by such a
policy, such other insurance shall be excess insurance only.
Such liability policy shall also provide errors and
omissions coverage for all members of the AgencY Governing Board.
The Agency Shali be responsible for defending third party
actions against the Agency.
C. Property Insurance: The Agency shall acquire and
maintain all-risk property insurance to cover full replacement
value of all Agency equipment. Such insurance shall include but
not be limited to fire and extended coverage, business
interruption and extra expense.
28. Time. Time is of the essence of this Agreement.
29. Amendments. This Agreement may be amended by approval of
two-thirds of the governing bodies of the parties hereto.
30. Dissolution of Agency. This Agency shall be dissolved by
approval of two-thirds of the governing bodies of the parties
.~ereto. Disposition of assets or debts of the Agency as
determined by the Governing Board shall be made in such a manner
that each Participating Jurisdiction shall share in the proceeds
9r expenses consistent with the prorata investments and prorata
operating costs set out 'ih°'Exhlbits A and B.
IN WITNESS WHEREOF, the governing bodies of the parties
hereto have caused this-joint exercise of powers agreement to be
executed and attested by their respective officials.
CITY OF BURLINGAME
ATTEST
BY:
City Manager
City Clerk
./
Date: Date:
CITY OF DALY CITY
ATTEST
BY:
City Manager
Date.. Date-.
City Clerk
CITY OF MENLO PARK
ATTEST
BY:
city Manager
Date: Date:
City Clerk
CITY OF REDWOOD CITY
ATTEST
BY:
C~ty Manager
,
Date: Date:
City Clerk
CITY OF SAN BRUNO
ATTEST
BY:
City Manager
Date: Date:
City Clerk
CITY OF SAN MATEO
-20-
ATTEST
~lll 'r lit
City Manager
City Clerk
Date:
Date:
CITY OF SOUTH SAN FRANCISCO
ATTEST
BY:
City Manager
City Clerk
Date:
Date:
COUNTY OF SAN MATEO
ATTEST
BY:
'Chairman
Board of Supervisors
Clerk of the Board
Date -
Date:
D8-58CS-P1/21
EXHIBIT A
ALLOCATION PLAN START-UP COSTS
1
Central
% Library
8.3 Burlingame
12.6 Daly City
5.3 Menlo Park
10.0 Redwood City
5.2 San Bruno
14.0 San Mateo
Public
36.8 San Mateo
County
~.8 South San
Francicso
2 3 4
Central Recommended
Central System Local Vendor
Fixed Variable Subtotal
$ 34,789 $ 7,813 $ 42,602
52,811 13,059 65,870
22,214 6,518 28,732
41,914 9,129 51,043
21,795 4,501 26,296
58,679 12,888 71,567
154,243 36,261 190,504
5
Costs Total
$ 23,656 $ 66,258
42,963 108,833
19,307 48,039
31,019 82,062
16,059 42,355
35,366 106,933
116,244 306,748
32,693 8,034 40,727 20,405 61,132
$419,138 $98,203 $517,341 $305,019 $822,360
Central Fixed Costs:
Central Variable Costs:
Local Vendor Costs:
Central Site Hardware &
Maintenance
Software & Maintenance
Documentation & Training
OCLC/RLIN Interfaces
Tax
Shipping and Handling
Central Site Preparation
Conversion Costs
(excluding staff)
Conversion Coordinator
Contingency at 15%
Labels
Supplies
Communication
Contingency at 15%
Terminals
Modems
Maintenance
Tax
Contingency at 15%
12/02/81
.~-58CS-P23
% Library
8.3 Burlingame
12.6 Daly City
5.3 Menlo Park
10.0 Redwood City
5.2 San Bruno
14.0 San Mateo
Public
36.8 San Mateo
County
7.8 South San
Francisco
EXHIBIT B
ALLOCATION PLAN ON-GOING COSTS
Central
Central Central System
Fixed Variable Subtotal
Recommended
Local Vendor
Costs
Total
10,710 $ 4,669 $ 15,379 $ 3,150 $ 18,529
16,259 8,285 24,544 5,723 30,267
6,839 4,509 11,348 2,573 13,921
12,904 5,340 18,244 4,132 22,376
6,710 2,530 9,240 2,137 11,377
18,065 7,583 25,648 4,709 30,3.57
47,485 22,316 69,801 15,485 85,286
10,064 5,078 15,142 2,714 17,856
$129,236 $60,310 $189,346 $40,623 $229,969
Central Fixed Costs
Central Site Hardware
Maintenance
Software Maintenance
System Staff
Contingency at 15%
02/26/82
D8-58CS-P24
Central Variable Costs
Labels
Supplies
Communi ca ti on
Contingency at
15%
Local Vendor
Terminals
Modems
Maintenance
Contingency
Costs
at 15%
EXHIBIT C
COST ALLOCATION FORMULA
1980/81
Library Circulation %
Burlingame 299,243 8.1
Daly City 593,011 16.0
Menlo Park 201,509 5.5
Redwood City 363,079 9.8
San Bruno 171,908 4.7
San Mateo
Public 426,702 11.5
San Mateo
County 1,376,278 37.2
)uth San
__ :anc isco 266,287 7.2
TOTALS 3,698,017
1980/81
Volumes %
223,945 12.5
146,865 8.2
106,655 5.9
195,520 10.9
85,057 4.7
1980/81
Population %
26,173 4.5
78,519 13.6
25,673 4.5
54,965 9.5
35,417 6.1
Total
8.3
12.6
5.3
10.0
5.2
304,718 17.0 77,561 13.4 14.0
230,012 39.8 36.8
596,521 33.3
8.6
135,000 7.5 49,393
1,794,281 577,713
7.8
1980/81 Circulation to the Library's own residents.
Statistics taken from the 1980/81 Direct Loan Survey Summary.
1980/81 volumes as reported to the State Library.
1980/81 population statistics from the U.S. Bureau of Census.
NOTE: Total population San Mateo County = 588,164
less 10,451 for Hillsborough = 577,713
12/02/81
D8-58CS-P25