84-SSSRESOLUTION NO. ,~.~/'-~.~'~,,~
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
FLORIDA, AUTHORIZING THE EXECUTION OF A
"CONTRACT TO ESTABLISH COOPERATIVE AUTHORITY
FOR LIBRARY AUTOMATION" BETWEEN THE CITY OF
WEST PALM BEACH, THE CITY OF BOYNTON BEACH AND
THE DELRAY BEACH PUBLIC LIBRARY ASSN., INC.
TO PROVIDE FOR THE ESTABLISHMENT AND OPERATION
OF COOPERATIVE AUTOMATED LIBRARY SERVICES FOR
THE MUTUAL ADVANTAGE OF THE RESIDENTS OF THE
CITIES; AND FOR OTHER PURPOSES.
NOW, THEREFORE, BE AND IT IS HEREBY RESOLVED BY THE CITY OF
BOYNTON BEACH, FLORIDA, that:
Section 1. The Mayor and City Clerk are hereby authorized and
directed to execute that certain "CONTRACT TO ESTABLISH COOPERATIVE
AUTHORITY FOR LIBRARY AUTOMATION" between the City of West Palm Beach, the
City of Boynton Beach and the Delray Beach Public Library Assn., Inc. to
provide for the establishment and operation of Cooperative Automated
Library services for the mutual advantage of the residents of the cities.
A copy of the contract is attached hereto for reference.
Section 2. The City Manager is hereby authorized to proceed with
carrying out the intent of this Resolution, provide for the installation of
the necessary equipment and expend approved funds for the Project.
Section 3. This Resolution shall become effective'immediately
upon its passage.
PASSED and ADOPTED THIS ~-~ day of September,
1984.
CITY OF BOYNTON BEACH, FLORIDA
Mayor ~
V' c~ Mayor
ATTEST:
(Corporate Seal)
Council Member
CONTRACT
TO ESTABLISH
COOPERATIVE AUTHORITY FOR LIBRARY AUTOMATION
THIS CONTRACT, entered into this 1st d October
1984, by and between the CITY OF WEST PALM BEACH, the CITY OF BONNTON BEACH
and the DELRAY BEACH PUBLIC LIBRARY ASSN., INC., a Florida corporation not
for profit, all located in the County of Palm Beach, hereinafter referred
to as "Participants."
W I T N E S S E T H:
WHEREAS, each of the Participants presently maintains a free public
library; and
WHEREAS, it is deemed mutually advantageous to enter into this
Contract for the express purpose of cooperating in the provision of an
automated library service which shall benefit mutually and equally the
residents of the cities involved.
NOW, THEREFORE,
Section 1. The Participants, in consideration of the mutual promises
and benefits hereinafter set forth, the receipt of which is hereby
acknowledged, do hereby agree as follows:
A. This Contract constitutes a joint exercise of power shared in com-
mon which any Participant could exercise separately.
B. The purpose of this Contract is to provide for the establishment
and operation of cooperative automated library services for the mutual
advantage of the residents of the cities.
C. There is hereby created an administrative agency to be entitled
the Cooperative Authority for Library Automation (COALA), hereinafter
referred to as "Authority." The Authority shall be a body corporate with
the general powers to:
1. Lease, sublease, or be assigned the lease of real property
from any political subdivision of the State of Florida;
2. Receive funds, including gifts, grants and bequests, fran any
source, public or private, provided that no power to levy taxes or
assessments be inferred herefran;
3. Improve and maintain any and all real property acquired by
lease, sublease, or assignation of a lease;
4. Purchase, lease and install fixtures and moveable property
appropriate to an automated library control center; ,.3CANNFr
JAN 3 1 , 2012
5. Enter into contrac`s in the name of the Authority; and
6. Exercise any other power that may be necessary for the opera-
tion of a cooperative library services control center or that may hereafter
be agreed to by all Participants if within their common power.
D. The Authority shall be governed by a Board of three persons to be
known as the Board of Directors, which shall consist of the Chief Librarian
of each Participant. A Chairperson and a Secretary shall be selected by
and from among the Board membership. The Chairperson and Secretary shall
serve for a term of one year and may serve successive terms without limita-
tion. Board members shall serve without compensation from the Authority;
however, any Participant may reimburse the member representing that
Participant for expenses incurred in the attendance at meetings. Each
Board member shall be entitled to one vote. The presence of all members
shall be required to constitute a quorum. Action of the Board shall be by
vote of not less than a majority of the Board. Each member shall select an
alternate to the Board, who shall serve in the absence of the regular
member for whom he or she is an alternate. The Board shall establish such
procedural rules and regulations for the conduct of its meetings as it may
deem necessary. The Board shall meet quarterly and at such other times as
the Board shall determine. All decisions of the Board shall be published
in a set of minutes which shall be prepared and distributed to each of the
Chief Librarians within fifteen (15) days following each meeting of the
Board.
E. The Board of Directors may assign responsibilities relating to
the daily administration and operation of the functions of the Authority to
a committee which shall be known as the Administration Committee. The
Administration Committee shall consist of one representative of each
Participant to be appointed by that Participant's Chief Librarian. It is
the intent of the Contract that all such appointments will be made from
library management personnel. An alternate member shall be selected by
each Chief Librarian to serve in the absence of the regular member. Each
member of the Administration Committee shall be entitled to one vote. The
Committee shall net monthly or at such times as the Committee shall deer
necessary. Members shall serve without compensation from the Authority;
however, any Participant may reimburse the member representing it for
expenses incurred in the attendance at meetings. All actions of the
Committee shall be subject to the review and approval of the Board of
Directors.
1. The Committee shall prepare and submit its recommendations to
the Board of Directors on the annual budget for each of its functions by a
time to be determined by the Board of Directors.
2. The Committee shall prepare and submit an operational manual
for the Cooperative Authority for Library Automation to the Board of
Directors for review and approval. The operations manual may be amended by
the Board upon the recommendation of the Administration Committee or upon
the Board's own motion.
F. It is the intent of this Contract that the Authority's major func-
tion shall be establishment of a centralized automated library control ser-
vice. However, the Board of Directors may from time to time, subject to
the approval of the governing bodies of all Participants, add additional
functions as it may dean in the best interests of the public.
G. The Board of Directors may establish the number and qualifications
of employees it may dean necessary to efficiently maintain and operate the
Authority. The Board may employ necessary personnel or may contract with
any Participant for the provision of personnel and services.
H. The annual budget of the Authority shall be prepared by the
Administration Committee and submitted to the Board of Directors not later
than May 1st of each year. After Board approval the pro -rated share of
expenses will be submitted to the Chief Administrative Officer of each
Participant to be funded as a part of each library's annual budget. The
first fiscal year of the Authority shall begin with the effective date of
this Contract, ending September 30, 1985 and shall thereafter be concurrent
with the fiscal years of the Participants. The annual budget for the
first fiscal year of the Authority shall be prepared and adopted by the
Board of Directors not later than 30 days following the effective date of
this Contract. Initial capital funding and the first year's operational
budget shall be on the basis of equal contributions (1/3) for each
Participant. The budget shall be funded from available (Federal and State
funds and from local) funds on a fair share system as set forth in the
"Operational Procedures and Responsibilities Manual ", attached as Exhibit A.
Capital improvements of the Authority shall be computed on the same fair
share basis.
I. The Administration Committee shall elect one of its members as
Treasurer to keep an accurate accounting of the financial operation of the
Authority who shall report monthly to the Committee, and quarterly to the
Board of Directors. The Treasurer shall serve for a term of one year.
J. All improvements, fixtutes'and moveable property to be constructed '
or installed at the site of the automated library services control center
shall be purchased in the name of the Authority. Upon the termination of
the Contract, any such improvements, fixtures, and moveable property which
can be severed without destroying all resale value shall be sold and the
proceeds applied toward liabilities of the Authority, if any, or divided
among all the Participants at the time of termination of this Contract as
provided in Paragraph K.
K. Upon termination of this Contract, all of the assets and liabili-
ties of the Authority shall devolve upon all of the Participants in the
Authority at the time of termination, pro -rated on the basis of each
Participant's investment.
L. Neither the Authority nor its Participants nor any of its respec-
tive employees shall be deemed to assume any liability for acts, omissions,
or negligence of any other Participant's employees, and each shall hold the
others harmless from and shall defend the others against any claims for
damages resulting therefrom. All liability for injury to personnel and for ;
loss or damage of equipment incurred in connection with this Contract or in
the performance of services or functions pursuant hereto shall be borne by
the Authority or the Participant employing such personnel or owning such
equipment, and the Participants and the Authority shall carry sufficient
insurance to cover all such liabilities.
M. Each Participant shall retain the right to withdraw from the
Authority at any time following one year's written notice to the other
Participants, and after the effective date of such notice the Participant
will be relieved of any further obligations under this Contract, except
that nothing herein shall be construed to impair the obligations of any
' other contract then in effect to which that Participant is a party.
Depending on the circumstances of the withdrawal, the Administration
Cacmittee will recommend to the Board of Directors the amount of the com-
pensation to be paid the withdrawee for its share of the capital invest-
ment, if any.
N. Any other library may become a member of the Authority upon such
terms and conditions as are set out in the Operational Procedures and
Responsibilities and approved by the Board of Directors, subject to approval
by all Participants, which terms and conditions shall be incorporated into
this Contract by amendment.
Section 2. The term of this Contract shall be perpetual, and shall
take effect upon execution by all Participants to wit: CITY OF WEST PALM
BEACH, the CITY OF BOYNTON BEACH, and the DELRAY BEACH PUBLIC LIBRARY
ASSN., INC. This contract may be amended upon the concurrence of all
Participants in the same manner as the adoption of this Contract. The
Contract shall be terminated upon the adoption of an amendment to that
effect by all Participants, or in the event that all but one of the
Participants have withdrawn from the Authority.
IN WITNESS WHEREOF, the parties hereto have caused these presents to
be signed by the duly authorized officers on this lst day of
October , 1984.
Witness: H
t CITY OF BOYNTON BEAC
L'ANT,,,j(,N) At
MAYOR
1 D Attest:. Kir a,�. �.-,�
W , - s: CITY OF WEST P • tl
■ /40 Ala ► _ /I , � Lei / 1 /4% _ 111
/ VICE o" OR
II. IM1-itii. ■ 'lank Attest: /t/.', .. • `.',.,L4_
/
Witness: DELRAY BEACH PUBLIC LIBRARY
( c., A, 24
1---ry......o...A C I)jo-- ASSN., INC. y
Px , tI
5 i c
tx r`�" G C�n,,K,.. --
Attest r �!C �_ /4/ ii t Zefg