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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