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HomeMy WebLinkAboutA- 6 Azusa Unified School District Master Joint Venture Cooperative AgreementRVPUB\MXM\633001 CITY OF AZUSA AND AZUSA UNIFIED SCHOOL DISTRICT MASTER JOINT VENTURE COOPERATIVE AGREEMENT 1. PARTIES AND DATE This Master Joint Venture Cooperative Agreement ("Master Agreement") is entered into as of the 3rd day of June, 2002 by and between the City of Azusa, a municipal corporation ("City"), and the Azusa Unified School District, a school district organized and existing under the laws of the State of California ("District"). The City and District are sometimes referred to herein as "Parties." 2. RECITALS 2.1 Whereas, Chapter 10, Part 7 of Division 1 of the Education Code of the State of California authorizes and empowers public school districts and municipalities to cooperate with each other and to that end enter into agreements with each other for the purpose of improving facilities, organizing, promoting, and conducting programs of education for children, youth, and adults; 2.2 Whereas, the Education Code, section 19999 requires the provision of public library direct services for a minimum of 20 years; 2.3 Whereas, Library Bond Act Regulations section 20440 (e) (3) (G), the library facility shall dedicated to public library direct service use for a period of 40 years following completion of the project, regardless of any operating agreements the applicant may have with other jurisdictions or parties; 2.4 Whereas, the City is the owner and operator of the current Public Library and will remain the owner of the proposed new Public Library site and facility, its furnishings, equipment, materials, and its services; 2.5 Whereas, a need for library services exists among the children, youth and families of the City of Azusa, which is of concern to both the City and the District; 2.6 Whereas, the City and the District have determined that, through cooperative efforts, the needs of students and families can best be met through the pooling of public resources; 2.7 Whereas the City and the District specifically see an opportunity to jointly benefit the community in the area of library services they now seek to define joint venture library projects, the responsibilities, and rights of the parties concerning the joint use library services. 3. FORMATION AND DEFINITIONS 3.1 Formation and Purpose. The City and the District hereby enter into and form a joint venture for the limited purposes and scope set forth in this Agreement. 3.2 The Public Library Defined. The City of Azusa currently owns and operates a library building located at 729 North Dalton Avenue, Azusa, California. Based on the award of funding from the California Reading and Literacy Improvement and Public Library Construction and Renovation Bond Act of 2000 and supplemented by City-generated resources, the City shall build a new public library building at a site located at the northeast corner of North Dalton Avenue and Foothill Boulevard in the City of Azusa. The proposed new City Public Library is hereinafter referred to as the "Library." RVPUB\MXM\633001 3.3 City and District Joint Venture Projects Defined As the term is used herein, the joint venture projects shall mean the provision of joint services to be delivered by the City and the District in the Library. Those joint services shall further mean the provision of services for District K-12 students, their parents, and caregivers in the Computer Center, Family Literacy Center, Homework Center, and Career Center of the Library. 4. TERMS AND FIELD ACT DETERMINATION 4.1 Term and Commencement. This Agreement shall commence immediately upon the completion of both execution by both Parties and notification to the City of the award of grant funds to the City from the California Reading and Literacy Improvement and Public Library Construction and Renovation Bond Act of 2000. The Agreement shall remain in full force and effect for twenty (20) years. 4.2 Field Act Applicability Statement The new City of Azusa Public Library is not subject to the Field Act. The rationale for that determination is that the library building will not be located on school property nor will the building or any part thereof be used for required educational purposes. Furthermore, classes offered to youth or the general public will not exceed more than 24 participants. 5. ORGANIZATIONAL ASPECTS OF THE JOINT VENTURE 5.1 Responsibility for Facility Operation The City shall maintain responsibility for operation and maintenance of the Library, its equipment and all its contents, as well as management of the Library. 5.2 Hours of Service. Joint services by the City and the District will be delivered during the regular Library hours of operation. The general public will have use of all Library facilities during all hours that the Library is open to the public. 5.3 Establishment of Joint Venture Cooperative Oversight Committee. The City and the District shall establish a Joint Venture Oversight Committee composed of 6 members. An equal number of representatives from the City and the District, shall serve on the "Committee" and the City and District shall each appoint 3 members. 5.3.1 The Committee shall use good faith and best efforts to develop a set of criteria to evaluate the advantages and disadvantages of the Joint Venture Projects as described below, and to measure the effectiveness of the Projects. The Committee shall have the right to review and modify the Joint Venture Projects after due consideration and evaluation. 5.3.2 The Library and the District shall use the Committee as a forum for sharing expertise, skills, information, and additional resources. 5.4 Use of Volunteers. The City, with the assistance of the District, will have the responsibility of recruiting, training, screening, and monitoring of volunteers. The City will have primary responsibility for coordinating and supervising volunteers while they are engaged in activities at the Library. The City of Azusa will also have the responsibility for carrying workers’ compensation for the volunteers. 5.5 The number of classifications and positions for the Homework Center, Career Center, Literacy, and Computer Centers shall be determined by the City of Azusa. Each of these four services shall be managed by a management level employee and operated by subordinate or part time staff. The centers will be staffed with a minimum of two part-time homework helpers during peak periods during after school hours. 5.6 Sources of funding for basic operations of the centers shall come from the City of Azusa general fund. RVPUB\MXM\633001 6. Joint Venture Services and Projects 6.1 Service Centers. 6.1.1 City Liaison to the District. The Library Director, or an appointed designee, shall act as liaison to the District to coordinate the scheduling of the use of the Computer Center, Family Literacy Center, Homework Center, and Career Center. 6.1.2 Computer Center. 6.1.2.1 Shared Licensing for Educational Software, Hardware and Materials. The District shall extend the use of its educational discounts to the City using "piggy-backable" bids already in existence in the District. Through consultation with City staff, the District shall provide recommendations and suggestions for suitable educational software. The City shall purchase directly the educational software, hardware, and other materials for use in the Computer Center. The party which purchases any jointly used software share be solely responsible for obtaining all necessary warranties and guarantees of the purchased software. Each party agrees to facilitate shared access to selected software databases to support the provision of services at the Library locations identified in this agreement: Family Literacy Center; Computer Center; Homework Center; and Career Center. Through computers at the Library, at the District and K-12 Schools, Library Staff and District Staff will have the ability to access the on-line catalog system along with a variety of other software databases for information researching. The Committee shall identify software and resources to be purchased inclusively by both parties. This will ensure a smooth transition from classroom to Library. 6.1.2.2 Web Accessible CD Towers. The Committee shall explore the joint development of Web Accessible CD Towers to offer a variety of educational resources that can be accessed from the District’s classrooms, schools, labs, or the Library. If developed, the Web Accessible CD Towers will be housed at the Library and maintained by City staff. 6.1.2.3 Distance Learning. The District shall offer training at the Computer Center to expand the number of K-12 parent/caregiver participants in the ATLAS Program. District shall provide staff for training. The District shall provide portable laptops that parents will be able to borrow through the schools. The City shall provide space at the Library in the Computer Center for training. 6.1.2.4 Staffing and Management. The District shall be responsible for providing and managing staff involved in training the K-12 parents enrolled in the ATLAS program, while the program is being conducted in the Library. With that one exception, the Computer Center will be staffed and managed by City employees. 6.1.2.5 Responsibility for Laptops Used in ATLAS Program. The District shall maintain responsibility for purchasing and providing the laptop computers, for monitoring the return of, and maintaining the operation of the portable laptop computers. 6.1.3 Family Literacy Center. In an effort to prevent intergenerational illiteracy, the City and the District shall offer joint programs in the Family Literacy Center. Those Family Literacy services will consist of one-to-one tutoring; ESL instruction; computers with software to improve reading and writing skills; tutoring software to build literacy skills; the sharing of information such as SARIT9/CAHSEE reading lists; Literacy Programming for Parents and caregivers such as Family Story Times, Family Nights, Visiting Authors, and Book Discussions. RVPUB\MXM\633001 6.1.3.1 One-to-One Tutoring. Literacy tutoring shall be provided through the use of volunteers. The Library shall provide space for tutors in the Family Literacy Center, and shall be responsible for scheduling and supervising volunteers. The volunteers shall be provided by both the District and the City. 6.1.3.2 Computer Software. Computers in the Family Literacy Center shall be equipped with software to improve reading and writing skills, as well as tutoring software. In consultations with City staff, the District Staff shall provide recommendations and suggestions for the selection of software. The District shall provide use of its educational discount for purchase of the software, through its "piggy-backable" purchases. The City shall pay directly for the software purchases. 6.1.3.3 Family Story-times. The District shall provide training and staff to conduct Family Story-times at least once a month. The District shall be assist with the recruitment of children, youth, parents and caregivers to attend Family Story-times. The City shall be responsible for scheduling and hosting the Family Story-times at the Family Literacy Center. The City shall also provide staff and volunteers to interact with children and families during Story-times. Volunteers shall be supervised by the City. The City shall provide space in the Family Literacy Center for Family Story-times. 6.1.3.4 Visiting Authors. The City shall be responsible for scheduling and hosting the Visiting Authors programs at the Family Literacy Center. The City shall provide staff to interact with children, youth, parents and caregivers during the Visiting Authors Program. The District shall assist with the recruitment of students, parents and caregivers to encourage attendance and participation. 6.1.3.5 Book Discussions. The District will provide staff and training for Book Discussions. The City shall be responsible for scheduling and hosting the Book Discussions at the Family Literacy Center. The District shall assist with recruitment of families and students to attend the Book Discussions. 6.1.3.6 Coordination. The District shall appoint a representative, a liaison from each school, to coordinate recruitment of families and students to attend the events. The City shall collaborate with District staff to identify subjects and authors of interest to students and families for consideration for Family Story-times, the Visiting Authors program, and Book Discussions. 6.1.4 Homework Center. During the peak hours of operation after school from Monday through Friday and on Saturdays, Homework Center shall provide the following joint services: Peer and/or Adult Homework Assistance; School/Library Liaisons; Access to Temporary Reserves (for materials) or Limited Circulation Collections. 6.1.4.1 Peer and/or Adult Homework Assistance. The District and the Library shall be equally responsible for actively recruiting, screening, training, and monitoring Peer and/or Adult volunteers to provide Homework Assistance to K-12 students. Space for Homework Assistance shall be provided by the City in the Homework Center. The City and District shall be equally responsible for scheduling the volunteers. The City shall be responsible for monitoring and supervising the activities of tutors and students receiving homework assistance in the Homework Center. 6.1.4.2 School/ Library Liaisons. The District shall provide a staff person, who would ensure adequate representation of all K-12 grade levels, to serve as a liaison between the District and the City. The Liaison shall be responsible for making the Library staff aware of upcoming class assignments. 6.1.4.3 Access to Temporary Reserves. Based on their awareness of upcoming class assignments, Library staff shall place materials on temporary reserve or in limited circulation to accommodate the needs of students, whenever possible. District staff will work directly with City staff to facilitate communication. 6.1.4.4 Computer Reservations. Whenever possible, the City shall reserve computer stations for students (through sign-ups) whenever teachers or the Liaison have informed City staff of upcoming assignments. RVPUB\MXM\633001 6.1.5 Career Center. The District shall lend its expertise by providing recommendations of materials regarding careers and vocations, employment opportunities, and workforce development training programs. The District shall provide recommendations of computer software for resume assistance and job interview preparation. The District shall provide its educational discount for "piggy-backable" software purchases. The District shall promote use of the Career Center of the Library to its students and parents. The Library shall purchase the software directly from the manufacturer. The Library shall pay for all materials for the Career Center and shall maintain ownership of the materials. The City shall provide space in Library for the Career Center. 7. Responsibility for Damage to Jointly Used Property 7.1. City. City agrees to repair, replace or pay for any damage done to any of the jointly used person or real property by any person within the City’s control while the property is within its control, ordinary wear and tear excepted. City shall give written notice to District of any such damage within five (5) working days of the discovery of the damage. 7.2 Ordinary Wear and Tear. Unless otherwise indicated, the Party who owns the property shall be responsible for ordinary wear and tear. 8. Insurance and Indemnification 8.1 Minimum Scope of Insurance. City and District shall procure and maintain throughout the term of the Agreement, at their sole cost and expense, the following types of insurance to govern their own use of the Jointly Used Property pursuant to the Implementation Agreement: (1) comprehensive general liability and property damage insurance; (2) automobile insurance; and (3) workers compensation insurance (as required by state law) and employers’ liability insurance. Such insurance shall insure against all claims for death and injuries to persons and damages to property which may arise from or in connection with their use of the Jointly Used Property, including, but not limited to, injuries to third parties such as participants and invitees. 8.1.1 Minimum Limits of Insurance. Coverages shall provide limits no less than: (1) General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the Implementation Agreement or the general aggregate limit shall be twice the required occurrence limit; (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage; and (3) Workers’ Compensation and Employer’s Liability: Workers’ compensation limits as required by the Labor Code of the State of California. Employers Liability limits of $1,000,000 per accident for bodily injury or disease. 8.1.2 Insurance Endorsements. The insurance policies shall contain the following provisions, or the Party shall provide endorsements to add the following provisions to the insurance policies: (A) General Liability. The general liability policy shall be endorsed to state that: (A) the non-insuring Party and its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the performance of the Implementation Agreement by the insuring Party and its officials, officers, agents, representatives, employees or volunteers, including materials, parts or equipment furnished in connection with such services; and (B) the insurance coverage shall be primary insurance as respects the non-insuring Party and its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the insuring Party’s scheduled underlying coverage. Any insurance or self-insurance maintained by the non-insuring Party or its directors, officials, officers, employees and agents shall be excess of the insuring party’s insurance and shall not be called upon to contribute with it in any way. (B) Automobile Liability. The automobile liability policy shall be endorsed to state that: (A) the non-insuring Party and its directors, officials, officers, employees and agents shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the insuring Party or for which the insuring Party is responsible; and (B) the insurance coverage shall be primary insurance as respects the non-insuring Party and its directors, officials, officers, employees and agents, or if excess, shall stand in an unbroken chain of coverage excess of the insuring Party’ s scheduled underlying coverage. Any insurance or self-insurance maintained by the non-insuring Party or its RVPUB\MXM\633001 directors, officials, officers, employees and agents shall be excess of the insuring party’s insurance and shall not be called upon to contribute with it in any way. (C) Workers’ Compensation and Employers Liability Coverage. The insurer shall agree to waive all rights of subrogation against the non-insuring Party and its directors, officials, officers, employees and agents for losses paid under the terms of the insurance policy which arise from work performed by the insuring Party. (D) All Coverages. Each insurance policy required by this Master Agreement and/or the Implementation Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty (30) days prior written notice by first class mail has been given to the non-insuring Party. 8.1.3 Separation of Insureds; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the non-insuring Party or its directors, officials, officers, employees and agents. 8.1.4 Acceptability of Insurers. Insurance is to be placed with: (1) insurers with a current A.M. Best’s rating no less than A:VIII, licensed to do business in California, and satisfactory to the non-insuring Party; (2) with a joint powers agency acceptable to the non-insuring Party; or (3) under a self insurance program acceptable to the non-insuring party. 8.1.5 Verification of Coverage. Each Party shall furnish the other Party with original certificates of insurance and endorsements effecting coverage required by this Agreement. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. Each Party reserves the right to require complete, certified copies of all required insurance policies, at any time. 8.2 Limited Joint Responsibility. To the extent permitted by law, District shall not be responsible for any claims, actions, damages, liabilities, losses, injuries and expenses, including attorneys' fees, in connection with the loss of life, personal injury and/or property damage arising from the use the Jointly Used Property. Although the City may agree to assume and accept responsibility and liability for claims, actions, damages, liabilities, losses, injuries and expenses, including attorneys' fees, in connection with the loss of life, personal injury and/or property damage arising from the use of the Jointly Used Property, the Parties hereby mutually agree to discuss, resolve and assign liability to each Party's satisfaction prior to any use of the Jointly Used Property by the District. It is understood by City and District that any agreement on future liability shall not assign any liability from the City to the District, except to the extent required by law. The agreed upon liability provisions shall supercede any other existing liability provision contained in other joint use agreements entered into between City and District. 8.3 Assignment and Sublease. This Agreement, or any interest of each party therein, shall not at any time be assigned by that Party without the prior written consent of the other Party. The Parties shall at all times remain liable for the performance of the covenants and conditions to be performed pursuant to this Agreement, notwithstanding any assignment or transfer which may be made. 8.4 Notices. All notices required or given under this Agreement by either Party to the other shall be in writing and shall be sent by first class mail, recognized express delivery service, by personal delivery, or by facsimile (with appropriate acknowledgment of transmission retained). Unless notice of changed information is provided by either Party pursuant to this Section, the following addresses shall be used: CITY: City of Azusa 213 East Foothill Blvd. Azusa, CA 91702-1295 Attn: City Manager RVPUB\MXM\633001 DISTRICT: Azusa Unified School District 546 South Citrus Avenue Azusa, CA 91702-0500 Attn: Superintendent 8.5 Termination. [Intentionally Omitted] 8.6. Validity. If any one or more of the terms, provisions, promises, covenants or conditions of this Agreement shall, to any extent, be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of this Master Agreement or the Implementation Agreement shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law. 8.7 Amendment. This Agreement, including the exhibits attached hereto, sets forth the entire agreement between the City and the District with respect to the subject matter hereof, and all prior negotiations or understandings of the Parties, written or oral, are void. Unless otherwise provided in this Agreement, any modifications to this Agreement must be in writing approved by the Parties. 8.8 Waiver. The failure of either Party to insist upon strict performance of any of the terms, conditions or covenants in this Agreement shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the same or different term, condition or covenant. 8.9 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the same agreement. 8.10 Time. Time is of the essence of every provision of this Agreement in which time is an element. IN WITNESS WHEREOF, the Parties have executed this Master Agreement as of the date(s) indicated below. [SIGNATURES ON NEXT PAGE] RVPUB\MXM\633001 CITY OF AZUSA By: _________________________ Mayor Date: _______________________ Attest: By: _________________________ City Clerk AZUSA UNIFIED SCHOOL DISTRICT By: _________________________ Board President Date: _______________________ Attest: By: _________________________ Board Secretary