R-1592 - 09/27/2016 - LIBRARY - Resolutions Supporting Documents ITEM 6.E.4)
BOARD OF TRUSTEES MEETING
VILLAGE OF SAMUEL E. DEAN BOARD ROOM
OAK B RK BUTLER GOVERNMENT CENTER
1200 OAK BROOK ROAD
OAK BROOK, ILLINOIS
630-368-5000
AGENDA ITEM
Regular Board of Trustees Meeting
of
September 27, 2016
SUBJECT: Intergovernmental Agreement Authorizing Membership in SWAN
FROM: Susan Madorin, Library Director S114
BUDGET SOURCE/BUDGET IMPACT: $0
RECOMMENDED MOTION: I move that the Village Board approve
RESOLUTION R-1592,A RESOLUTION PROVIDING FOR THE EXECUTION OF
AN INTERGOVERNMENTAL AGREEMENT AUTHORIZING MEMBERSHIP IN
SWAN.
Background/History:
On June 15, 2016,the MAGIC Governing Board approved a recommendation to dissolve
the organization and to encourage its members to consider membership in SWAN, a
multitype consortium currently serving 78 member libraries across the western and
southern suburbs. The formal dissolution of MAGIC would occur after all MAGIC
libraries have either gone live with their collections in SWAN, or moved to another
consortium or standalone catalog. This is anticipated to occur July 1, 2018.
The decision to dissolve the organization was made with careful consideration, including
analysis of MAGIC's current financial situation,the likelihood of reduction from the
current level of support from RAILS,the full cost of MAGIC's operations and long term
needs, and the sustainability of MAGIC's current revenue level and governance model.
On September 1, 2016,the MAGIC,LILAC,RAILS, and SWAN organizations entered
into an intergovernmental agreement that, in part,requires each member of MAGIC make
a decision as to whether it will join SWAN, and declare its intent by signing SWAN's
membership agreement. This decision must be made by December 31, 2016.
SWAN membership offers benefits above and beyond current MAGIC offerings which
include:
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'G
• Power in numbers—more negotiating power with vendors to keep costs down
• More services, including centralized cataloging
• A more secure connection to the ILS, ensuring additional safeguards for patron
data.
The Library Commission supports Oak Brook Public Library entering into this agreement
and recommends that the Board of Trustees adopt this resolution thereby authorizing
membership in SWAN for the Oak Brook Public Library.
Recommendation:
Staff recommends that the Village Board approve RESOLUTION R-1592, A
RESOLUTION PROVIDING FOR THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT AUTHORIZING MEMBERSHIP IN
SWAN and authorize the signing of the application to the SWAN Consortia.
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RESOLUTION 2016-LY-AG-R-1592
A RESOLUTION AUTHORIZING THE EXECUTION OF AN
INTERGOVERNMENTAL AGREEMENT BETWEEN
THE OAK BROOK PUBLIC LIBRARY AND THE
SYSTEM WIDE AUTOMATED NETWORK(SWAN)
AND AUTHORIZING MEMBERSHIP IN SWAN
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 which establishes the System Wide Automated Network (SWAN) and authorizes membership
in SWAN, 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 SWAN 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: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of,this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Approval of the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and SWAN.
Section 3: Authorization and Execution of the Agreement. The Village Manager and Village
Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village,
attached hereto as Exhibit A and incorporated herein by reference and the Oak Brook Public Library is
hereby authorized to become a member of SWAN.
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2016-LY-AG-R-1592
IGA with SWAN
Page 2 of 3
APPROVED THIS 27th day of September, 2016
Gopal G. Lalmalani
Village President
PASSED THIS 27h day of September, 2016
Ayes:
Nays:
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
Resolution 2016-LY-AG-R-1592
IGA with SWAN
Page 3 of 3
EXHIBIT A
INTERGOVERNMENTAL AGREEMENT ESTABLISHING THE SYSTEM WIDE
AUTOMATED NETWORK ("SWAN") AND AUTHORIZING MEMBERSHIP IN SWAN
WHEREAS, the Libraries that have signed this agreement are units of local
government and the Constitution of the State of Illinois, 1970, Article VII, Section 10,
authorizes units of local government to contract or otherwise associate among
themselves in any manner not prohibited by law or ordinance or are entities with
libraries that have the authority to contract for library services; and
WHEREAS, Chapter 5, Illinois Compiled Statutes, Act 220, Section 1, et seq.,
entitled the "Intergovernmental Cooperation Act," provides that any power or
powers, privileges or authority exercised or which may be exercised by a unit of
local government may be exercised jointly with another unit of local government;
and
WHEREAS, the Libraries that have signed this Agreement have determined
that it is in their best interest to join together to provide the services outlined in this
Agreement and have decided to create an intergovernmental entity called "System
Wide Automated Network" (hereinafter referred to as "SWAN"), voluntarily
established by contracting Public Libraries, Library Districts and other entities with
libraries to provide the services and integrated library system described and set forth
in this Agreement.
NOW, THEREFORE, in consideration of the agreements hereinafter provided,
and in further consideration of the execution of this Agreement by two-thirds of the
libraries listed on Exhibit A, the Board of Trustees of the
(hereinafter referred to as "Library" or "Member") agree as follows:
1. Incorporation of Preambles. The above and foregoing preambles are
incorporated herein and constitute a part of this Agreement.
2535091 1 Approved 11/16/11
2. Establishment of SWAN. The Libraries that have signed this Agreement
hereby establish an intergovernmental entity, as contemplated by the
Intergovernmental Cooperation Act, which shall be known as the System Wide
Automated Network ("SWAN") for the purpose set forth in the next section. SWAN
shall commence operations on September 1, 2010.
3. Purpose. The purpose of SWAN is to improve patron service by
sharing resources, technology and a planned process of individual and collective
growth. SWAN seeks to accomplish this purpose by automating tasks involved in
library functions, including but not limited to circulation activities, interlibrary loans,
the maintenance of patron files including delinquencies, the maintenance of library
catalogs, the acquisition of library materials and serials control. The Members will
jointly finance the acquisition and use of an integrated library system for automation
of library functions.
2535091 2 Approved 11/16/11
4. Definitions.
"Enhanced Access Participant" - Those libraries or library districts that have
dedicated access to the ILS for purposes of bibliographic searching, holds processing
and patron maintenance, using their own telecommunications equipment.
Bibliographic access is available to both the Participant's Library staff and patrons.
Conditions and costs are defined in a separate Agreement for Enhanced Access to
the SWAN Bibliographic Database, approved by a majority vote of Members and
adopted by the SWAN Board.
"Equipment" - The server site hardware components including, but not limited
to, the servers, disk drives, user access licenses, and all telecommunications
equipment installed both at the server site and remotely at Member's libraries.
"Internet Access Participant" - Those libraries or library districts that access
the ILS for purposes of bibliographic searching and holds processing, using their
own equipment, shared SWAN support units, and SWAN's web-based catalogue. If
shared SWAN support units and telecommunications equipment are used, access is
limited to the Participant's Library staff only. Conditions and costs are defined in a
separate Agreement for SWAN Internet Access approved by a majority vote of
Members and adopted by the SWAN Board.
"Materials" - Print, non-print, electronic materials, and other items held by the
Members for use.
"Member" - Any Library, Library District or other entity with a library which
has executed an agreement which is accepted by SWAN on substantially the same
terms as this Agreement as long as the Member uses the ILS as the primary means
of recording circulation and all bibliographic records within two (2) years from the
time this Agreement is executed.
"Software" - The computer instructions and programs used by SWAN.
2535091 3 Approved 11/16/11
"Integrated Library System" or "ILS"- The integrated library system used by
SWAN including all equipment and software that is used for automation of library
functions.
"Telecommunications" - The equipment and software needed to transmit data
over telecommunications lines between the SWAN server site and Members.
"User Access License" - One non-transferable license for a single access for
library staff to the SWAN equipment and software.
"Vendor" - Any vendor or vendors who provide and maintain the ILS pursuant
to a contract with SWAN.
5. Swan Board. There is hereby established a board of directors which
shall be called the SWAN Board ("Board"). The By-laws contain the details regarding
membership on the Board, elections, meetings, duties, operation and voting of the
Board.
6. 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 SWAN for the administration of the Agreement and ILS
as well as all policies of SWAN, as amended.
B. To appropriate or budget annually its liabilities for participation in SWAN
and the ILS and to meet its obligations hereunder.
C. To cooperate fully with any agent, employee, officer or independent
contractor of SWAN in any matter relating to the purpose and powers
of SWAN.
D. To make payments promptly to SWAN as established in the By-Laws,
Annual Fee Chart and this Agreement.
253509 1 4 Approved 11/16/11
E. To execute any agreement or other documents with Vendors, such as a
confidentiality agreement, required for operation of or participation in
the ILS.
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 no action inconsistent with this Agreement as originally written
or hereafter amended.
7. Powers and Duties of SWAN. The powers and duties of SWAN to perform
and accomplish the purposes set forth in this Agreement are as follows and shall be
exercised through the SWAN Board:
A. To administer the ILS.
B. To adopt by-laws consistent with law and with this Agreement to
govern its operation, which by-laws shall include, among other things,
provisions dealing with election of officers, meetings, voting,
operational services, committees, 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 SWAN.
2535091 5 Approved 11/16/11
D. To purchase or lease equipment, machinery, or personal property
necessary for the carrying out of the purpose of the ILS.
E. To collect payments and assessments from Members.
F. To procure insurance for the ILS that covers the Equipment and
Telecommunications against risks of loss or damage for an amount
equal to the replacement cost of the equipment, subject to the usual
conditions, stipulations and exceptions.
G. To hold title to the ILS.
H. To pass an annual budget and present a financial plan.
I. To carry out such other activities as are necessarily implied or required
to carry out the purposes of the ILS.
8. Use of ILS. The Members will jointly determine the use of the ILS.
SWAN does not warrant or guarantee the ILS, nor shall SWAN be liable for any
damages resulting from the malfunction of the ILS.
9. LIMITATION OF LIABILITY/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.
2535091 6 Approved 11/16/11
B. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT,
NEITHER SWAN NOR ITS OFFICERS, 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,
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 COOK
COUNTY, ILLINOIS (AND IN NO OTHER STATE OR FEDERAL COURT) AND THE
PARTIES HERETO CONSENT TO THE JURISDICTION OF THE SAID CIRCUIT
COURT OF COOK COUNTY.
E. EXCEPT AS SET FORTH EXPRESSLY IN THIS AGREEMENT, NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
2535091 7 Approved 11/16/11
MERCHANTABLILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE MADE BY
SWAN.
F. THE TERMS AND CONDITIONS IN THIS SECTION 9 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.
10. Liability of SWAN, Its Employees and SWAN Board Members.
A. The members of the SWAN Board and employees of SWAN shall use
ordinary care and reasonable diligence in the exercise of their powers and in the
performance of their duties hereunder. They shall not be liable for any mistake
of judgment or other action made, taken or omitted by them in good faith; nor
for any action taken or omitted by any agent, employee or independent
contractor; nor for any loss incurred through investment of SWAN funds or
failure to invest. They may participate in indemnification and self insurance
programs. No Board member or employee shall be liable for any action taken or
omitted by any other Board member or employee. No member of the SWAN
Board shall be required to give a bond or other security to guarantee the
faithful performance of the Board member's duties hereunder, except as
required by this Agreement or by law.
B. The liability of SWAN, its employees and SWAN Board members is
limited solely to the proceeds of payments of Members.
C. If any claim or action not covered by insurance is instituted against a
SWAN Board member or employee of SWAN allegedly arising out of an act or
omission occurring within the scope of his or her duties or authority, SWAN
shall at the request of them:
1. appear and defend against the claim or action; and
2. pay or indemnify the SWAN Board member or employee for a
judgment and court costs based on such claim or action, provided
2535091 8 Approved 11/16/11
there shall be no indemnification for any portion of a judgment
representing an award of punitive or exemplary damages; and
3. pay or indemnify the SWAN Board member or employee for a
compromise or settlement of such claim or action providing the
settlement is approved by the SWAN Board.
D. The term "SWAN Board member or employee" shall include former
SWAN Board members and employees. This indemnification resolution shall not
apply if the SWAN Board finds that the claim or action is based on malicious,
willful or criminal claim or action is based on malicious, willful or criminal
misconduct. In such case the action to be taken by the SWAN Board will be
determined after an investigation of the facts.
E. Moreover, all Members shall indemnify and hold harmless SWAN, SWAN
Board members, employees and agents for any actions that it may take or fail
to take, and such indemnity shall include, to the extent not indemnified under
the provisions of this Section 10, all losses, costs, expenses, damages and claims
of whatever kind and nature.
11. 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:
SWAN
125 Tower Drive
Burr Ridge, Illinois 60527
Attention: SWAN Executive Director
And to: Insert address and contact for Member
2535091 9 Approved 11/16/11
12. Payments by Members — Assessments. Each Member shall pay all fees
set forth on the SWAN Annual Fees Schedule, or any other costs and fees
determined by the Members. Any Library joining SWAN whose records must be
migrated or entered into SWAN must pay impact fees for joining SWAN.
13. Rights of Members. Rights of each Member of SWAN shall include the
following:
A. To enforce the obligations of SWAN as set forth herein as a contractual
obligation. This contract may be enforced in a court of law either by
SWAN itself or by any of its Members. The consideration for the
obligations imposed herewith shall be based upon the mutual promises
and agreements of the Members set forth herein.
B. To participate on uniform and nondiscriminatory terms.
14. Amendments. The SWAN 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 SWAN Members.
15. Patron Information. Patron information in the SWAN database remains
the property of the Member that entered it. Use of such information shall be
restricted to official use by members and Enhanced Access Participants in conformity
with all applicable federal and state laws.
16. Waiver. The waiver by any Library signing this Agreement or by SWAN
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.
17. Authority/Rights. Each of the Parties to this Agreement represents and
warrants that it has the full right, power, legal capacity, and authority to enter into
and perform its respective obligations hereunder and that such obligations shall be
2535091 10 Approved 11/16/11
binding upon such Party without the requirement of the approval or consent of any
other person or entity in connection herewith. This Agreement creates no rights,
title or interest in any person or entity whatsoever (whether under a third party
beneficiary thereof or otherwise) other than the Parties.
18. 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.
19. 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.
20. Term and Termination. This Agreement shall continue unless and until
either SWAN or the Member terminates the Agreement by providing six (6) months'
prior written notice. In addition, SWAN may terminate this Agreement if a Member
breaches the Agreement, upon three months' prior written notice. If the Agreement
is terminated, the Member must pay all unpaid costs incurred up to and including
the time of termination. The obligation to pay all such costs survives the termination
of this Agreement. If the Member terminates the Agreement, the Member shall pay
all costs incurred by SWAN due to the Member's decision to leave SWAN, including
any work performed by SWAN employees or agents after the termination of the
Agreement.
21. Dissolution. If SWAN dissolves, all Members shall have the right of first
refusal regarding the purchase of all equipment, property and other assets of SWAN
and shall share in the proceeds, if any, of any such sales in the ratios/percentages
represented in the then-current (at the time of the sale) SWAN Annual Fees
Schedule. Surplus funds, if any, shall be distributed in the ratios/percentages
2535091 11 Approved 11/16/11
represented in the then-current (at the time of the sale) SWAN Annual Fees
Schedule.
22. 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.
23. 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.
24. Governing Law. This Agreement shall be construed in accordance with
the Constitution and laws of the State of Illinois.
25. Effective Date. For any Member who executes the Agreement before
August 31, 2010, the Effective Date shall be September 1, 2010. For any Member
who executes the Agreement after August 31, 2010, the Effective Date shall be the
first day of the calendar month next following the month in which the Member has
duly approved and executed this Agreement or a substantially similar agreement.
2535091 12 Approved 11/16/11
IN WITNESS WHEREOF, the Library whose signature is set forth below, acting
under the authority of its Board of Trustees, has caused this Agreement to be
executed by its duly authorized officers as of the date written on the first page.
VILLAGE BOARD OF TRUSTEES FOR THE
OAK BROOK PUBLIC LIBRARY
By:
Its Village President
Attest:
By:
Its Village Clerk
2535091 13 Approved 11/16/11