R-1080 - 08/10/2010 - LIBRARY - Resolutions Supporting DocumentsITEM 6.G.1)
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AGENDAITEM
Regular Board of Trustees Meeting
of
August 10, 2010
SUBJECT: MAGIC Intergovernmental Agreement for Library Computer Services
FROM: Susan Madorin, Library Director
BUDGET SOURCE/BUDGET IMPACT: $0
RECOMMENDED MOTION: I move to approve Resolution R -1080, A Resolution Authorizing
The Execution Of An Intergovernmental Agreement Between The Oak Brook Public Library And The
Multitype Automation Group In Cooperation (Magic) And Authorizing Membership In Magic.
Background/Historv:
MAGIC's future is uncertain in today's environment. Downsizing of Illinois library systems due to
the state's fiscal crisis, the merger discussions among DLS and other northern Illinois library
systems, the impact of merger on the system's automation consortia, and potential cost increases are
all forces that will affect MAGIC in the coming months and years.
MAGIC's Planning Committee recommends moving forward with an intergovernmental agency
agreement. Becoming an independent legal entity appears to be the best way for MAGIC to protect
its assets and to position itself for possible future decisions.
Recommendation:
Staff recommends that the Village Board direct staff to approve this Resolution.
E
RESOLUTION 2010- LY- AG -EXI -R -1080
A RESOLUTION AUTHORIZING THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT BETWEEN
THE OAK BROOK PUBLIC LIBRARY AND THE
MULTITYPE AUTOMATION GROUP IN COOPERATION (MAGIC)
AND AUTHORIZING MEMBERSHIP IN MAGIC
WHEREAS, Article VII, §10 of the Illinois Constitution of 1970 and the Intergovernmental
Cooperation Act of the State of Illinois (5 ILCS 220/1, et seq.) authorize units of local government to
contract or otherwise associate among themselves to exercise, combine or transfer any power or
function, in any manner not prohibited by law; and to contract with any one or more other public agencies
to perform any governmental service, activity or undertaking, or to combine, transfer or exercise any
powers, functions, privileges or authority which any of the public agencies entering into the contract is
authorized by law to perform; and
WHEREAS, the Library Commission and Village staff have reviewed the Intergovernmental
Agreement for Library Computer Services which establishes the Multitype Automation Group in
Cooperation (MAGIC) and authorizes membership in MAGIC, a copy of which is attached hereto as
Exhibit A and made a part hereof, and have determined that it is in the best interests of the Oak Brook
Public Library to join MAGIC as a member library and that it approves execution of the Agreement; and
WHEREAS, the President and Board of Trustees of the Village of Oak Brook deem it in the best
interests of the Village of Oak Brook to enter into this intergovernmental agreement; and
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS, as follows:
Section 1: The foregoing preambles are restated and incorporated herein by reference as though
fully set forth herein.
Section 2: The Intergovernmental Agreement by and between the Village of Oak Brook and the
Multitype Automation Group in Cooperation is hereby approved. The Village President and Village Clerk
are hereby authorized and directed to execute same on behalf of the Village attached hereto as Exhibit
"A" and incorporated herein by reference.
Section 3: The Oak Brook Public Library is hereby authorized to become a member of MAGIC.
Section 4: If any section, paragraph, clause or provision of this ordinance shall be held invalid,
the invalidity thereof shall not affect any of the other provisions of this ordinance.
Section 5: All ordinances in conflict herewith are hereby repealed to the extent of such conflict.
Section 6: This resolution shall be in full force and effect from and after its passage, approval and
publication as required by law.
APPROVED THIS 101" day of August, 2010.
John W. Craig
Village President
PASSED THIS 10`h day of August, 2010.
Ayes:
Nays:
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
Resolution 2010- LY -EX1 -R -1080
Amending Meeting Room /Study Room Policy
Page 2 of 2
INTERGOVERNMENTAL AGREEMENT
FOR LIBRARY COMPUTER SERVICES
WHEREAS, each of the entities listed on Exhibit A to this Agreement is either
a local library established pursuant to the Local Library Act, 75 ILCS 5/ 1 -0.1, et seq.,
a public library district established pursuant to the Public Library District Act, 75 ILCS
16/ 1 -1 et seq., a school district established pursuant to state statute or another
entity with a library; and
WHEREAS, pursuant to Article VII, Sec. 10 of the Illinois Constitution of 1970
and to the Intergovernmental Agreement Act, 5 ILCS 2201 1 et seq., and to the
respective statutes pursuant to which each of the public libraries, library districts and
school districts are established, the Governing Body of each of the said entities is
empowered and authorized to enter into intergovernmental contracts and
agreements for library services and the other entities with a library have the
authority to contract for library services; and
WHEREAS, the entities which are signatories to this Agreement wish to
cooperate jointly and mutually among themselves to provide cost - effective and
efficient sharing of library materials among member libraries through an integrated,
multi - functional library automation system.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements herein contained, and in further consideration of the
execution of this Agreement by any one or more of the other entities listed on
Exhibit A, the entity whose signature is set forth below hereby agrees as follows:
1. Incorporation of Preambles The above and foregoing preambles are
incorporated herein and constitute a part of this Agreement.
2. Establishment of MAGIC. There is hereby created and established an
intergovernmental entity to be known as the Multitype Automation Group in
Cooperation ( "MAGIC ") which shall be the administrative entity formed to carry out
thejoint and cooperative undertakings of this Agreement.
3. Members MAGIC shall be composed of each of the entities which are
signatories to this Agreement, each of which shall be designated a "Member" of
MAGIC.
4. Governing Board. The affairs of MAGIC shall be conducted by a
Governing Board, which shall be composed of one representative from each of its
Members. Each representative to the Governing Board of MAGIC shall be the chief
administrator of the Member, or his /her designee. The bylaws contain information
on the Governing Board officers elections, meetings, duties, operating and voting of
the Governing Board.
5. Powers and Duties of MAGIC. MAGIC may exercise any power,
privilege, or authority, consistent with this Agreement, including but not limited to
the following:
A. To administer the integrated library automation system ( "ILS ").
B. To adopt bylaws consistent with law and with this Agreement to govern
its operation, which bylaws may include, among other things, provisions
dealing with election of officers, meetings, voting, operational services,
budgeting and other policies.
C. To employ or contract with agents, employees, vendors, independent
contractors or other entities, including legal counsel, accountants and such
other persons as may be necessary to provide any services required for the
ILS or its implementation, to store any of the equipment required to carry out
the services outlined in this Agreement and to accomplish the purposes of
MAGIC.
D. To purchase or lease equipment, machinery, or personal property
necessary for the carrying out of the purpose of the ILS.
E. To carry out such other activities as are necessarily implied or required
to carry out the purposes of this Agreement and the ILS.
6. Bylaws. The Governing Board of MAGIC shall adopt bylaws consistent
with law and with this Agreement to govern its operation, which bylaws may include,
among other things, provisions dealing with election of officers, meetings, voting,
contracts, budgeting, receipt and expenditure funds, ownership of real and personal
property, operational services, employment of staff, assessment of fees,
establishment and termination of membership, and dissolution.
7. Obligations /Duties of Members. The obligations and duties of Members
are as follows:
A. To comply with such other reasonable rules and regulations as may be
established by MAGIC for the administration of the Agreement as well as all
policies of MAGIC, as amended.
B. To appropriate or budget annually its liabilities for participation in
MAGIC and to meet its obligations hereunder.
C. To cooperate fully with any agent, employee, officer or independent
contractor of MAGIC in any matter relating to the purpose and powers of
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D. To make payments promptly to MAGIC as established in the Bylaws,
Fee Structure and this Agreement.
E. To execute any agreement or other documents with Vendors, such as a
confidentiality agreement, required for operation of or participation in MAGIC.
F. To act promptly on all matters requiring approval by the Members and
to not withhold such approval unreasonably or arbitrarily.
G. To make its library materials available for interlibrary loan in accordance
with the ILLINET Interlibrary Loan Policy.
H. To take responsibility for purchasing and maintaining all equipment
and telecommunication services necessary for access /connectivity to the
MAGIC system. All such equipment must be compatible with MAGIC's system
following the vendor and MAGIC guidelines.
I. To make all reasonable efforts to use the integrated library system
responsibly by adhering to procedures and standards of MAGIC.
J. To acknowledge that the vendors of the ILS have or may have certain
proprietary rights in connection with the ILS and to assume and accept
responsibilities /liabilities related to any violation of said proprietary rights by
its patrons or users.
K. To take no action inconsistent with this Agreement as originally written
or hereafter amended.
8. LIMITATION OF LL48ILITY /DAMAGES.
A. ANY SPECIFICATION, DESCRIPTION, OR OBJECTIVE IN THIS AGREEMENT
CONCERNING THE OPERATION OF THE ILS IS A STATEMENT OF THE
UNDERSTANDING OF THE PARTIES AS TO THE DESIGN AND SERVICE
OBJECTIVES OF THE ILS, AND DOES NOT CREATE AN EXPRESS OR IMPLIED
WARRANTY THAT THE ILS DOES OR WILL ALWAYS CONTINUE TO OPERATE AS
DESCRIBED.
B. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NEITHER MAGIC NOR ITS OFFICERS, GOVERNING BOARD MEMBERS,
EMPLOYEES OR AGENTS SHALL BE LIABLE TO OR THROUGH THE MEMBER FOR
ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT (WITH THE
EXCEPTION OF PERSONAL INJURY AND PROPERTY DAMAGE DIRECTLY CAUSED
BY WILLFUL AND WANTON CONDUCT), INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS,
LOST REVENUES OR FAILURE TO REALIZE EXPECTED SAVINGS) SUSTAINED OR
INCURRED IN CONNECTION WITH THE PERFORMANCE OR
NONPERFORMANCE OF SERVICES UNDER THIS AGREEMENT, AND ANY
AMENDMENTS THERETO, OR THE PROVISION, USE OR OPERATION OF THE ILS
OR SERVICES PROVIDED PURSUANT TO THIS AGREEMENT AND ANY
AMENDMENTS THERETO, REGARDLESS OF THE FORM OF ACTION AND
WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE.
C. NEITHER PARTY TO THIS AGREEMENT, INCLUDING THEIR OFFICERS,
GOVERNING BOARD MEMBERS, EMPLOYEES AND AGENTS, SHALL BE LIABLE IN
ANY WAY FOR DELAYS, FAILURE IN PERFORMANCE, LOSS OR DAMAGE DUE TO
FORCE MAJEURE CONDITIONS OR CAUSES BEYOND SUCH PARTY'S
REASONABLE CONTROL.
D. ANY ACTION IN LAW OR IN EQUITY ARISING FROM OR IN
CONNECTION WITH ANY MATTER UNDER THIS AGREEMENT MUST BE
BROUGHT WITHIN TWO YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.
ANY SUCH ACTION SHALL BE LITIGATED IN THE CIRCUIT COURT OF KANE
COUNTY OR THE CIRCUIT COURT OF DUPAGE COUNTY, ILLINOIS (AND IN NO
OTHER STATE OR FEDERAL COURT) AND THE PARTIES HERETO CONSENT TO
THE JURISDICTION OF THE SAID CIRCUIT COURT OF DUPAGE COUNTY OR
KANE COUNTY.
E. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABLILTFY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY
MAGIC.
F. THE TERMS AND CONDITIONS IN THIS SECTION 8 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
9. Amendments. The Governing Board may propose amendments to this
Agreement at any time. The proposed amendment must be approved by a vote of
at least two- thirds (2/3) of MAGIC Members.
10. Termination. This Agreement shall continue unless and until either
MAGIC or the Member terminates the Agreement by providing six (6) months prior
written notice or until the parties agree in writing to terminate this Agreement. In
addition, MAGIC may terminate this Agreement if a Member breaches the
Agreement, upon three months prior written notice.
11. Withdrawal from MAGIC.
A. Following written notice of intent to withdraw from MAGIC, MAGIC
Member shall remain entitled to vote on all issues affecting MAGIC before its
official withdrawal date. MAGIC Member agrees to abstain from voting on
issues that will affect MAGIC's future beyond the withdrawal date, as
determined by MAGIC.
B. Withdrawing MAGIC Member shall continue to pay all usual and
customary MAGIC charges until its withdrawal date.
C. Withdrawing MAGIC Member shall not receive a refund from the
MAGIC reserve fund.
D. Withdrawing MAGIC Member is responsible for any and all vendor
charges related to withdrawal from MAGIC. Withdrawing MAGIC Member shall
reimburse MAGIC for all such costs incurred by MAGIC.
E. MAGIC shall provide withdrawing MAGIC Member with the services and
data needed for withdrawal. MAGIC shall not charge for its services related to
withdrawal unless staff overtime is required. If possible, MAGIC will provide
withdrawing MAGIC Member with advance notice of the need for such
overtime and an estimate of such charges.
F. Within 30 days after its withdrawal date, the former MAGIC Member
will provide MAGIC with written certification that it has uninstalled all local ILS
software provided by MAGIC and needed for the MAGIC system and
destroyed or returned all related documentation and software media.
12. Waiver. The waiver by any Library signing this Agreement or by MAGIC
of any breach or violation of any provision of this Agreement shall not be deemed
to be a waiver or a continuing waiver of any subsequent breach or violation of the
same or any other provision of this Agreement.
13. Execution of Agreement. This Agreement may be executed in
counterparts, each of which will be signed by one Member Library, and each
separate Agreement and all such collectively constitute one original. Facsimile
signatures shall be sufficient.
14. Assignment. Under no circumstances shall this Agreement be assigned
by any party or be construed as one of agency, partnership, joint venture or
employment between the Parties. The Parties shall each be solely responsible for the
conduct of their respective officers, employees and agents in connection with the
performance of their obligations under this Agreement.
15. Notices. All notices of claims or any other notice required to be given
pursuant to this Agreement, shall be in writing, shall be sent by certified mail and shall
be addressed to:
MAGIC
c/o DuPage Library System
127 S. First Street
Geneva, Illinois 60134 -2771
Attention: MAGIC Director
And to:
Oak Brook Public Library
600 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Library Director
16. Dissolution. If MAGIC dissolves, all Members shall have the right of first
refusal regarding the purchase of all equipment, property and other assets of MAGIC
and shall share in the proceeds, if any, of any such sales in the proportionate share
of total monthly fees over the previous 36 months. Surplus funds, if any, shall be
distributed in the ratios /percentages of total monthly fees over the previous 36
months.
17. Section Headings The section headings inserted in this Agreement are
for convenience only and are not intended to and shall not be construed to limit,
enlarge or affect the scope or intent of this Agreement or the meaning of any
provision hereof.
18. Validity and Savings Clause. In the event that any provision of this
Agreement shall be declared by a final judgment of a court of competent
jurisdiction to be unlawful or unconstitutional or invalid as applied to any Member,
the lawfulness, constitutionality or validity of the remainder of this Agreement shall
not be deemed affected thereby.
19. Governing Law. This Agreement shall be construed in accordance with
the Constitution and laws of the State of Illinois.
20. Effective Date. This Agreement shall become effective and binding
upon and inure to the benefit of the Libraries signing this Agreement, and their
respective successors and assigns, as of the date of execution by any ten (10) or
more of the Libraries listed on Exhibit A.
IN WITNESS WHEREOF, the Library whose signature is set forth below, acting
under authority of its Governing Body, has caused this Agreement to be duly
executed. This Agreement shall be executed in several counterparts, each of which
shall be signed by one Member Library, and each separate Agreement and all such
collectively constitute one original.
Name of Member:
L"T
(Print name and title of representative authorized to execute this Agreement)
ATTEST:
BY:
(Print name and title)
APPROVED THIS DAY OF 12010.
X3:11.31 r11
MAGIC LIBRARIES AS OF JULY 26, 2010
Bensenville Community Public Library District
Bensenville Elementary School District #2
Carol Stream Public Library
Kaneville Public Library District
Messenger Public Library of North Aurora
National University of Health Sciences
Oak Brook Public Library
Poplar Creek Public Library District
St. Patrick Catholic School
Sugar Grove Public Library District
Theosophical Society in America
Town and Country Public Library District
Wheaton Academy
Wood Dale Public Library District