Library Consortium of Eastern Idaho

LIBRARY CONSORTIUM OF EASTERN IDAHO (LCEI)

AGREEMENT

This agreement is by and between the members of the LIBRARY CONSORTIUM OF EASTERN IDAHO, hereafter "LCEI", comprised of the libraries listed in Appendix A to this agreement and by reference made a part hereof, hereafter the "Members".

RECITALs

A. The Members desire to define the terms of membership in LCEI; and

B. The Members desire to define the terms of joint use and ownership of an Information Technology System shared by the System Members, hereafter the "System".

C. Termination of Prior Agreement: The Members of LCEI previously entered into an "Agreement", dated November 30, 2003. The Members of LCEI hereby agree that such agreement is hereby terminated and that their respective rights and interests are set forth in this Agreement.

THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

 

1. PURPOSE

a. The LCEI is a consortium of strong independent libraries which seeks to achieve greater strength and balance of service to community and staff through collaborative acquisition of resources and technology and cooperative development of services and expertise. Therefore, LCEI shall provide the following services to Members:

(1) Operate and maintain a centralized System, consisting of computer and communications hardware and software, including but not limited to operating system software, circulation system software, and peripheral computer equipment as set forth in Appendix B of this agreement.

(2) Facilitate collaboration among Members by identifying ways to develop, enhance and share resources, including but not limited to grants, materials, programs, training, and staff development.

(3) Market the benefits of LCEI and Members to communities and patrons through public relations and patron education.

(4) Sharing of information through appropriate means which may include: fax, mail, online resources, and courier.

2. MEMBERSHIP

a. Membership is open to all academic, public, district, school, special, and other libraries and information centers that request admission. Membership in LCEI does not preclude membership in other information or bibliographic networks, consortia, systems, or organizations.

b. Membership in LCEI shall be based upon standards established by the LCEI Executive Committee. Two levels of membership are available:

(1) Membership limited to participation in LCEI programs, services, training, and projects. Use of the shared LCEI System is not included.

(2) System membership includes use of the shared LCEI System and participation in all LCEI programs, services, training, and projects.

c. Application. A library or information center may apply for LCEI membership by submitting a written application to the Executive Committee. The Executive Committee shall review the application and submit the application to the Members for approval. A simple affirmative majority vote of the Members shall constitute approval. New Members must agree to abide by the terms of this agreement and meet membership standards of LCEI.

d. Standards of Membership.

(1) All Members agree to:

(a) Appoint a representative to attend LCEI membership meetings;

(b) Participate in Interlibrary loan;

(c) Support cooperative collection development;

(d) Participate in training sessions;

(e) Serve on LCEI committees;

(f) Pay dues as assessed by the due date;

(g) Maintain a web presence;

(h) Participate in LCEI broadcast search;

(i) Be compliant with Z39.50;

(j) Maintain records in the format specified in Appendix C of this agreement; and

(k) Follow the terms, policies and procedures as established in the LCEI Members Handbook.

(2) In addition, System Members agree to:

(a) Use the shared System owned and operated by LCEI;

(b) Take precautions against degrading System performance and against interfering with any other Member’s use of or access to the System;

(c) Arrange and pay for staff training on System use and security;

(d) Establish and pay for sufficient bandwidth for System connectivity;

(e) Purchase, operate, and maintain local hardware, software, peripherals and equipment necessary for System connectivity and use;

(f) Maintain a complete catalog of all media in their collection;

(g) Purchase licenses ("Seats") from the System Vendor;

(h) Provide their data base to the System Vendor for conversion and inclusion in the LCEI System database;

(i) Follow other System terms, policies and procedures as established in the LCEI Standards and Procedures Manual; and

(j) Pay assessments for the System Operation and Maintenance Fund and System Emergency Replacement Fund by the due date. Assessments shall be determined by the distribution of votes in Section 3.b.(2).

3. GOVERNANCE.

a. Executive Committee. The Executive Committee is responsible for documenting, implementing and enforcing policies and procedures adopted by the LCEI membership; administering the funds and assets of LCEI; and managing LCEI programs, services and training. The Executive Committee shall meet as needed to satisfactorily address the business needs of LCEI.

(1) The Executive Committee shall be comprised of a Chair, Chair-Elect, Past-Chair, Secretary, and Treasurer.

(a) The Chair shall establish and distribute an agenda and preside at all meetings; represent LCEI to the public, press, and others; provide oversight over the disbursement of funds and provision of services; and monitor the activity of ad hoc committees established by the Executive Committee; and act on behalf of LCEI as directed by the Executive Committee.

(b) The Chair-Elect shall serve in the absence of the Chair; assist the Chair as necessary; and serve as Chair when the term of the Chair expires or if a vacancy occurs in the office of Chair.

(c) The Past-Chair shall serve in an advisory capacity to facilitate continuity.

(d) The Secretary shall generate and distribute meeting minutes; maintain a permanent file of all LCEI records and documents; provide notice of meetings and activities; and arrange for a meeting room.

(e) The Treasurer shall disburse payments to vendors as authorized by the Executive Committee; bill Members for dues and fees, including fees for System operation and maintenance; collect funds from Members; maintain clear accounting records of all transactions; issue a current financial report to Members at semi-annual meetings; and arrange for an independent bi-annual financial audit to coincide with the end of the Treasurer’s term.

(2) Elections for officers shall take place in the third week of September and shall be accomplished by secret ballot. Officers shall be elected by obtaining a simple majority vote of all Members represented. A voting quorum is established when fifty one percent (51%) of LCEI Members are represented. Members may vote electronically or by absentee by requesting a ballot from the Secretary and returning the completed ballot to the Secretary prior to the election. Absentee and electronic ballots shall be counted toward the voting quorum.

(3) Officers shall serve a two (2) year term beginning October 1 of odd numbered years.

(4) Any Member in good standing may serve on the Executive Committee.

(5) In addition, the LCEI System Administrator and at least one and up to three Trustee Liaison(s) shall serve as ad hoc members of the Executive Committee with no voting privileges.

(a) The Trustee Liaison(s):

(1) Shall serve in an advisory capacity to the Executive Committee and provide a means of communication with LCEI Member Trustees;

(2) Shall be selected and invited by the Executive Committee;

(3) Shall serve a two (2) year term; and

(4) May elect to participate on LCEI committees.

(b) The System Administrator:

(1) Shall serve in an advisory capacity to the Executive Committee;

(2) Shall fulfill duties as described in Appendix B.

(6) In the event that an Executive Committee position, other than the Chair, becomes vacant in mid-term the Chair shall appoint a replacement to serve the remainder of the term.

b. Member Representatives. Each LCEI Member shall have one appointed representative who is responsible for attending LCEI meetings and is authorized to represent that Member’s interest at LCEI meetings.

(1) Each representative of LCEI Members in good standing shall have one vote in LCEI matters, with the exception of matters pertaining to the System.

(2) Each representative of System Members in good standing shall have a number of votes based on a formula determined by the Membership in matters relating to the System as contained in Appendix B.

(3) Any LCEI Member representative may propose administrative procedures and policies or changes thereto for consideration by the LCEI Membership.

c. Meetings. At a minimum, semi-annual meetings of Members shall be held in April and the third week of September. Attendance at meetings via electronic telecommunications will be considered valid per Idaho Code 65-2342(5).

d. Financial.

(1) The fiscal year runs from October 1 to September 30.

(2) Annual assessments shall be provided to Members at the April meeting and shall be due for payment no later than August 1.

(3) Three funds shall be maintained: a General Fund; a System Operations and Maintenance Fund; and a System Emergency Replacement Fund:

(a) The General Fund shall consist of Member dues and fees;

(b) The System and Operations Maintenance Fund shall consist of assessments to System Members for the purpose of normal operation, maintenance and upgrades of the System;

(c) The System Emergency Replacement Fund shall consist of assessments to System Members for the purpose of covering unanticipated System Operation and Maintenance costs. The maximum balance in this fund shall be limited to the cost of the most expensive server in the System. The Executive Committee shall approve use of System Emergency Replacement Funds.

(4) At the end of the fiscal year, excess System Operations and Maintenance funds collected from System Members may be credited to the System Emergency Replacement Fund. System Members may elect to receive a full or partial rebate for their portion of the excess System Operations and Maintenance funds or apply them to the System Emergency Replacement Fund.

(5) An independent bi-annual financial audit shall be conducted to coincide with the end of the Treasurer’s term.

4. TERMS

a. Withdrawl.

(1) Any Member may withdraw by providing at least 90 days advance written notice to the LCEI Executive Committee.

(2) Upon withdrawal from LCEI, the withdrawing Member forfeits all rights to any LCEI assets to include dues, fees, property, and equipment.

(3) A Member shall not submit and the LCEI Executive Committee shall not accept written notice of withdrawal between June and September inclusive.

(4) A withdrawing System Member shall pay to have their database removed from the System.

b. Default.

(1) Time and Performance. Time and prompt performance of each and every term, covenant, and condition of this Agreement is material and of the essence of this Agreement. Performance means compliance that is full and to the letter of this Agreement. Substantial compliance will not be sufficient.

(2) Notice. If notice of default is permitted or required by the terms of this Agreement, such notice shall be personally delivered to the defaulting Member’s offices or mailed by certified mail, return receipt requested, to the Member’s address as set out in Appendix A, or to such other address as designated in writing by the Member; or such notice shall be served personally upon the Member or Member’s attorney, if any. Delivery shall be deemed to occur when the notice is personally delivered or placed in the United States Mail as set forth herein.

(3) Failure to Cure. Upon the occurrence of any event of default, and the failure, neglect, or refusal of a party to cure the same within thirty (30) days after written notice of such default is delivered to the defaulting Member, the non-defaulting Members shall be entitled to effectuate such rights and remedies against a defaulting Member as are available to the non-defaulting Members under the terms of this Agreement and the laws of the State of Idaho, including, without limitation, the following remedies:

(a) The non-defaulting Members shall have the immediate right, but not the obligation, to terminate this Agreement. Termination shall occur upon a 2/3 majority vote to terminate by the non-defaulting Members.

(b) If the non-defaulting Members do not elect to terminate this Agreement as provided herein, the non-defaulting Members may, at any time, and from time to time, without terminating this Agreement, specifically enforce all of their rights and remedies under this Agreement, or as allowed by law or equity, including the right to recover damages suffered by the non-defaulting Members as a result of breach.

(4) Remedies. The remedies provided in this Agreement are cumulative, and the exercise of any remedy by any Member shall not be exclusive of the right to effect any other remedy allowed to the non-defaulting Members under the terms of this Agreement, or by law or equity.

(5) Waiver. Any delay by any Member in enforcing the terms of this Agreement or any considerations or departures therefrom shall not operate to waive or be deemed to be a waiver of any right to require compliance that is full and to the letter of this Agreement or to thereafter require performance by a defaulting Member in strict accordance with the terms of this Agreement.

(6) Severability. In the event that any remedy granted to the non-defaulting Members under the terms of this Agreement is held void or unenforceable, such non-defaulting Members shall nevertheless have all of the other remedies provided in this Agreement that are not contrary to law.

(7) Monetary Damages and Specific Performance. The Members recognize that monetary damages resulting from a default by a Member may not be sufficient to adequately protect the rights and interests of the Members. Therefore, the Members agree that, in addition to an amount equal to the actual damages incurred by a Member by reasons of breach of this Agreement by another Member, this Agreement may be enforced by specific performance and/or injunctive relief.

(8) Attorney Fees. If any Member is required to enforce the terms of this Agreement against any other Member by reason of a default by any other Member, then the defaulting Member shall pay to the enforcing Members any and all costs and expenses incurred in enforcing this Agreement, including but not limited to, an amount equal to reasonable attorney fees and such fees on appeal.

c. Assignment. This Agreement may not be assigned to any other person or entity without the written approval of the Executive Committee.

d. Amendments. This Agreement may by amended upon approval by a 2/3 majority vote of all Members.

e. Dissolution. The Members may at any time decide to dissolve LCEI upon a 2/3 majority vote of the Members. At dissolution, debts shall be paid and the remaining assets and funds distributed among Members in good standing for educational purposes. Funds remaining in the General fund shall be distributed equally among Members. Funds remaining the System Operations and Maintenance and System Emergency Replacement funds shall be distributed among System Members by shares as determined by the distribution of votes in Section 3.b.(2).

f. Entire Agreement. This Agreement contains the entire agreement between the Members and any executory agreement later made shall be ineffective to change, modify, or discharge it in whole or in part unless such executory agreement is in writing and is signed by the Member against whom enforcement of the change, modification or discharge is sought.

g. Term of Agreement. This Agreement shall commence upon its execution by all of the Members and shall continue until September 30, 2006, and shall automatically renew each year thereafter for an additional one-year term unless terminated by a 2/3 majority vote of Members.

IN WITNESS WHEREOF, the Members have executed this agreement on the date set out beside their names.

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix A – List of LCEI Members

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix B – LCEI System Operations and Support

 

1. System Description. The shared System consists of computer hardware, communications hardware and software, operating system software, circulation system software, and peripheral equipment jointly purchased, operated and maintained by LCEI for the benefit of System Members. The System will be hosted at a location determined by the LCEI System Members.

The purpose of the System is to provide a centralized host for each System Member’s database of library materials and to automate clerical tasks involving the circulation of library materials. Automated clerical tasks include the charging and discharging of library materials; the collection and reporting of circulation statistics; the sending of overdue and reserve notices to patrons; the maintenance of patron files and delinquencies; access to catalogs of library materials; and other tasks. In addition, the System provides patron access to catalogs of library materials by Internet.

2. System Operation and Maintenance. System reliability is a priority and Members expect a System availability of at least 95%.

a. The LCEI Executive Committee shall:

(1) Establish standards which ensure System availability needs are satisfied;

(2) Establish and administer maintenance agreements;

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(3) Prepare bid documents with the assistance of the System-level Administrator;

(4) Purchase and maintain insurance for the System for an amount equal to the full replacement cost.

b. The System shall have one System-level Administrator. The System-level Administrator is responsible for operating and maintaining the System, including but not limited to:

(1) Serving as the primary contact point for problem reports from System Members;

(2) Diagnosing problems with System network connectivity, software and hardware;

(3) Resolving problems with System network connectivity, software and hardware;

(4) Contacting the System IT Support Provider designated by the Executive Committee for problems related to computer hardware or operating system software;

(5) Contacting the System Vendor for problems related to the circulation and database software systems;

(6) Maintaining System records including but not limited to: the number of seats; problem logs with the date and time of problems reported by Members; date and time problems are forwarded to the System IT Support Provider or to the System Vendor for resolution; and date and time the problem is resolved;

(7) Attending System Vendor provided training or other training as required and funded by the Executive Committee;

(8) Providing all System related invoices to the Treasurer for payment and Member billing;

(9) Working with and evaluating the System IT Support Provider;

(10) Providing information to Members on software, hardware and network design updates and changes in system operating status;

(11) Rebooting the System at least weekly;

(12) Accomplishing database reindexing as needed;

(13) Accomplishing full System backup at least weekly and incremental System backup daily; and

(14) Performing System emergency shutdown procedures and providing notification to Members as soon as practical.

c. System Members shall designate a local System Administrator. The local System Administrator is responsible for:

(1) Diagnosing problems with local network connectivity, software and hardware;

(2) Resolving minor problems with local network connectivity, software and hardware;

(3) Obtaining assistance from the System-level Administrator when network connectivity, software or hardware problems can not be resolved locally;

(4) Maintaining and upgrading local hardware and software as needed to maintain compatibility with the centralized System hardware and software;

(5) Attending System Vendor provided training or other training as required by the System-level Administrator, and funded by the local Member, prior to accessing or using "Local Administrator" functions on the System;

(6) Restoring the System to its former state when local System Administrator access generates a problem. Problems will be resolved as quickly as possible and the local Member shall bear all associated costs;

(7) Maintaining local security records;

(8) Ensuring Member catalogs are accessible by Internet.

(9) Maintaining local problem logs with the date and time of local problems; date and time problems are forwarded to the System-level Administrator (if needed); and date and time the problem is resolved.

d. The System Host Site shall be responsible for:

(1) Providing the physical space, environmental conditioning and electricity required by the System;

(2) Ensuring backup media are maintained, rotated and stored in appropriate location(s) to provide reliable backup. At least one copy of all backup media will be stored at a facility physically separate from the System; and

(3) Performing System emergency shutdown procedures.

e. The System IT Support Provider shall install hardware, software, upgrades or complete other tasks as designated by the System-level Administrator.

f. Storage Space. Each System Member shall be entitled to available storage space on a pro-rata basis as determined by the number of Seats owned by the System Member.

 

 

 

 

 

 

 

 

Appendix C – Database Record Format Description

 

System Members shall establish and maintain records in MARC format as follows:

(1) All materials acquired within 5 years prior to joining LCEI;

(2) All material acquired after joining LCEI; and

(3) At least half {fifty percent (50%)} of materials acquired earlier than 5 years prior to joining LCEI.