JPA - 2024 - Lynx Library Consortium - 3/1/2024JOINT POWERS AGREEMENT
LYNX LIBRARY CONSORTIUM
Dated Nffective March 1, 2024
03681.0010.15726070.8
TABLE OF CONTENTS
Page
ARTICLE I JOINT POWERS ENTITY 2
1.1 Establishment of Separate Legal Entity; Name 2
1.2 Membership 2
1.3 Natui e of Lynx 2
1.4 Duration 3
1.5 Purpose 3
ARTICLE II GOVERNANCE AND ADMINISTRATION 3
2.1 Governing Board 3
2.2 Delegated Powers 3
2.3 Withheld Powers 4
2.4 Bylaws 5
2.5 Open Meetings 5
2.6 Public Records 5
2.7 Procurement 5
2.8 Administrator 5
2.9 I-tmployees 6
2.10 Treasurer 6
2.11 Clerk 6
2.12 Membership Requirements 6
2.13 Procedure foi Joining Lynx 7
2.14 Voluntary Withdrawal of a Member Library 8
2.15 Corrective Action 9
2.16 Expulsion of a Member Library 9
2.17 Reinstatement 10
2.18 Dissolution of Lynx and Termination of this Agreement 10
ARTICLE III OPERATIONS 11
3.1 Member Library Rights and Responsibilities 11
3.2 ILS 11
3.3 Courier 13
3.4 Ownership and Control of Materials 14
ARTICLE IV FINANCIAL MATTERS 14
4.1 Fiscal Year 14
4.2 Budget 14
4.3 Expenditures 15
4.4 Annual Financial Audit 15
4.5 Annual Appropriations; Indebtedness.. 15
4.6 Lynx Funds 15
4.7 Lynx Contingency Fund 15
4.8 Cost -Sharing 15
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4.9 Excessive Use of Other Member Libraries 15
4.10 Billing Statements 16
4.11 Participation Contingent Upon Funding 16
4.12 Limitation of Liability 16
4.13 Insurance 17
ARTICLE V GENERAL PROVISIONS 17
5.1 Recitals 17
5.2 Amendments 17
5.3 Assignment 17
5.4 Notices 17
5.5 Good Faith 17
5.6 Further Assurances 18
5.7 Interpretation 18
5.8 Governing Law 18
5.9 Headings 18
5.10 Variation of Pronouns 18
5.11 Exhibits 18
5.12 Severability 18
5.13 Counterparts; Electronic Transmission 18
5.14 Construction 18
5.15 Discrimination Prohibited 18
5.16 No Third Party Rights 18
5.17 Mediation 19
5.18 Authorization 19
5.19 Flntire Agreement 19
Exhibit A• Lynx Bylaws
hxhibit B• Lynx Membership Standards
Exhibit C: Excessive Use Compensation
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JOINT POWERS AGREEMENT
LYNX LIBRARY CONSORTIUM
THIS JOINT POWERS AGREEMENT (this "Agreement") is entered into as of March 1,
2024 (the ` Effective Date') by and among the public agencies identified in Section 1 2 herein
(each a "Party" and collectively, the "Parties").
RECITALS
A. WHEREAS, certain of the Parties initially founded the LYNX! Consortium an
inter -library cooperative enterprise in 1973 to share resources and enhance community library
access;
B. WHEREAS, since its inception, the LYNX! Consortium has grown in
membership and scope;
C. WHEREAS, the Parties are current signatories to that certain Agreement for
LYNX! Consortium Services entered into effective March 29, 2016 (the ` Prior Agreement"),
which Prior Agreement is terminated, superseded and replaced by this Agreement;
D. WHEREAS, by the provisions of Chapter 26 (Public Libraries) and Chapter 27
(Public Library Districts), Title 33, Idaho Code, the Parties have certain responsibilities and
authority with regard to the promotion, establishment and development of public library service;
E. WHEREAS, in furtherance of their obligations and responsibilities under statute,
the Parties desire to share in technology and services to enhance efficiencies, reduce costs and
remove barriers to access for the people of Idaho;
F. WHEREAS, to such end, the Parties desire to form a separate legal entity in order
to make the most efficient use of their powers and to cooperate to their mutual advantage in
accordance with the provisions of Sections 67-2326 through 67-2330, Idaho Code (the "Joint
Powers Act"); and
G. WHEREAS, the Parties desire and intend by this Agreement to set forth their
understanding and agreement with respect to their joint exercise of powers and the costs and
responsibilities to be borne by each in connection therewith.
NOW THEREFORE, in consideration of the foregoing recitals, which are a part of this
Agreement and not mere recitals, and of the other considerations, purposes, terms and conditions
set forth herein, and for other good and valuable consideration, the Parties covenant and agree as
follows:
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AGREEMENT
ARTICLE I
JOINT POWERS ENTITY
1.1 Establishment of Separate Legal Entity; Name. Pursuant to the Joint Powers
Act, there is hereby established a separate legal entity to be known as the "Lynx Library
Consortium, a joint powers entity" comprised of public libraries and public library districts
operating and existing pursuant to Chapter 26 (Public Libraries) and Chapter 27 (Public Library
Districts), Title 33, Idaho Code and governed by this Agreement and the Bylaws (as defined
below) as each may be amended, restated, modified, or supplemented (hereinafter, "Lynx")
Lynx shall assume the execution of powers as further set forth herein as of the Effective Date.
1.2 Membership. As of the Effective Date, the following libraries are Parties to this
Agreement and members of Lynx (each a "Member Library' and collectively, the "Member
Libraries" as further defined below):
Ada County Free Library District, d/b/a Ada Community Library, 10664 W. Victory,
Boise, ID 83709
Boise Public Library, 715 S. Capitol Blvd. Boise, ID 83702
Caldwell Public Library, 1010 Dearborn, Caldwell, ID 83605
Eagle Public Library, 100 N. Sherman, Eagle, ID 83616
Emmett Public Library, 275 S. Hayes Ave., Emmett, ID 83617
Garden City Library, 6015 Glenwood, Garden City ID 83714
Kuna Library District, 457 N. Locust Ave., Kuna, ID 83634
Meridian Free Library District, d/b/a Meridian Library District, 1326 W. Cherry
Lane, Meridian, ID 83642
Mountain Home Public Library, 790 N. Tenth E , Mountain Home, ID 83647
Nampa Public Library, 215 12th Avenue South, Nampa ID 83651
Twin Falls Public Library, 201 Fourth Ave East, Twin Falls, ID 83301
The terms "Member Library' and "Member Libraries" include (i) each Party listed in this
Section 1.2 above and (ii) each library hereafter admitted to Lynx pursuant to the terms of this
Agreement, but exclude (iii) each library who voluntarily withdraws or is expelled from Lynx
pursuant to the terms hereof, and (iv) any Member Library on suspended or inactive status
pursuant to the terms of this Agreement and/or the Bylaws.
Each Member Library is managed by an elected or appointed library board of trustees vested
with ultimate oversight of the Member Library. Public library Member Libraries operating and
existing under Chapter 26, Title 33, Idaho Code, are additionally subject to budgetary oversight
by their respective city councils Each Member Library will be considered as a single entity
encompassing all its branches, outreach and mobile services.
1.3 Nature of Lynx Lynx is a joint agency of the Member Libraries and as a joint
agency of the Member Libraries shall have all rights, powers and privileges as are lawfully and
expressly delegated to Lynx under this Agreement and no others Any act, undertaking, liability
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or obligation incurred or caused in excess of such delegated authority shall be deemed to be ultra
vires and shall not be binding upon any of the Member Libraries. Notwithstanding the foregoing,
Lynx may exercise all implied powers that may be implied from any express delegation of
powers and as may be necessary to fully effectuate and accomplish the express powers so
delegated herein.
1.4 Duration. The duration of this Agreement is perpetual unless terminated or
dissolved as herein provided.
1.5 Purpose. The purpose of Lynx is to enhance the availability of library services,
increase access to information, and help assure an informed electorate, consistent with library
purposes as identified in Idaho Code. To this end, Lynx seeks to: (i) reduce costs and increase
efficiency, convenience and relevancy of library services, (ii) increase access to library materials,
(iii) improve access to technology, (iv) promote library -to -library cooperation and resource
sharing through a shared integrated library system (the "ILS" as further described and defined in
this Agreement), (v) improve services to all Member Library populations, and (vi) provide each
Member Library with services, resources, and training to enhance services as deemed appropriate
by the Board.
ARTICLE II
GOVERNANCE AND ADMINISTRATION
2.1 Governing Board. Lynx shall be governed by a joint board of directors
consisting of one (1) representative from each Member Library (the "Board" or the "Lynx
Board '). Each Member Library's seat on the Board shall be filled by the Member Library's
library director or their designee. Members of the Board are referred to herein as Board
Members " Each Board Member shall have one (1) vote on all matters determined by the Board
The Board shall meet not less than quarterly at a time and place set by the Board, all as further
set forth in the Bylaws (as defined below).
2.2 Delegated Powers. The following powers are delegated to Lynx by the Member
Libraries, which powers shall be vested in the Board:
A. To adopt and amend bylaws not in conflict with the constitution and laws of the
state of Idaho (the "State") for carrying on the business, objects and affairs of the Board and of
Lynx,
B. To establish policies for the administration and operation of Lynx,
C. To establish an annual budget, have control of the expenditure of all funds of
Lynx, and oversee the financial management of Lynx;
D. To determine and collect fees, dues and other funds from the Member Libraries to
fund Lynx pursuant to the terms of this Agreement;
E To appoint hire, supervise, evaluate, retain and dismiss the Administrator (as
defined in Section 2.8) and such other personnel and agents as the Board deems necessary and to
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determine reasonable compensation for such personnel;
F. To enter into contracts and agreements, cooperative and otherwise, affecting the
affairs of Lynx;
G. To acquire personal property by purchase, devise, lease or otherwise, and to own
and hold such personal property for the use and purposes of Lynx including, but not limited to,
books and other library materials, supplies, software, vehicles and equipment, and to insure the
personal property of Lynx;
H. To acquire real property by lease for the use and purposes of Lynx;
I. To sell, exchange or otherwise dispose of personal property when no longer
required by Lynx,
J. To insure real and personal property of Lynx,
K. To purchase services for the use and purposes of Lynx;
L To determine all ILS products and services to purchase and to determine all
information technology (IT) products and services to use with the ILS;
M. To solicit and accept grants, donations, gifts and other moneys or personal
property for the use and purposes of Lynx;
N. To invest any funds of Lynx in accordance with the public depository law and
other applicable State and federal laws; and
O. To exercise such other powers explicitly provided for in this Agreement.
2.3 Withheld Powers Lynx shall have only those powers expressly granted to it in
this Agreement. Nonetheless, for the avoidance of doubt, the following powers are expressly not
granted to Lynx and shall remain with the Member Libraries, which list is not intended to be
exhaustive:
A Lynx shall have no authority over the library services, practices and properties of
individual Member Libraries other than as expressly granted in this Agreement Specifically,
Lynx shall have no power or authority to make or enforce policy with regard to management of
Member Library collections, challenged materials or removed materials and all patron challenges
to such policies must necessarily be brought at the local Member Library level. No Member
Library shall have control or authority over the collection of any other Member Library
B Except as provided in Section 2.2H, Lynx shall have no authority to acquire real
property by purchase, gift, devise, or otherwise, without first obtaining the approval of each
Member Library.
C. Lynx shall have no authority to borrow money or incur a debt that exceeds the
annual appropriation available to pay such borrowing or indebtedness.
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2.4 Bylaws.
A. The Board shall be governed by Bylaws attached hereto as Exhibit A (the
`Bylaws") specifying the initial members of the Board the powers and duties of the Board, and
the procedural method and manner by which the Board shall conduct its business and affairs, as
such Bylaws may be amended from time to time.
B. The power to make, alter, amend or repeal the Bylaws shall be vested in the
Board, and the Bylaws may contain any provision for the regulation and management of the
affairs of Lynx not inconsistent with this Agreement and the laws of the State of Idaho (the
"State' ). The Bylaws may be amended from time to time by the affirmative vote of seventy-five
percent (75%) of all Board Members. Upon amendment, Rxhibit A of this Agreement shall be
replaced with such amended Bylaws.
C. The Board may create and dissolve such committees, taskforces and work groups
as necessary to its operations, and provide additional Bylaws therefor as may be necessary for
their operation.
2.5 Open Meetings. Meetings of the Board shall be conducted in accordance with the
provisions of Idaho Open Meetings Law, Chapter 2, Title 74, Idaho Code, and any amendments
and/or re -codification thereof
2.6 Public Records. All records of Lynx shall be maintained and provided and
subject to disclosure under the provisions of the Public Records Act, Chapter 1, Title 74, Idaho
Code, and any amendments and/or re -codification thereof.
2.7 Procurement. Services and personal property shall be procured by Lynx in
accordance with the requirements of Chapter 67, Title 68, Idaho Code, and any amendments
and/or re -codification thereof.
2.8 Administrator.
A. The Board may appoint an administrator for Lynx (the "Administrator'), who
shall serve at the pleasure of, directly report to, and be under the direction and control of, the
Board. The Administrator shall (i) advise the Board, (ii) implement policy set by the Board, (iii)
oversee coordination between Member Libraries on Lynx matters, (iv) supervise all Lynx staff,
agents and contractors, (v) manage the day-to-day operations of Lynx, and (vi) handle such other
tasks and responsibilities as assigned by the Board.
B. The Administrator shall make every attempt to attend all Board meetings but shall
not vote.
C. Although appointed by the Board, the Administrator shall be an employee of a
Member Library, as determined by the Board, and shall be subject to the personnel policies,
procedures and classifications of such Member Library. Notwithstanding such employment
status, the job description for the Administrator shall be determined by the Board and the Board
shall have the ability, in its sole discretion, to dismiss the Administrator; provided, however, the
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Member Library for which the Administrator is employed may elect to retain the Administrator
in a non -Lynx role.
D. All costs of the Administrator, including compensation and benefits, as
applicable, shall be borne by the Member Libraries in accordance with the cost -sharing formula
set forth in Section 4.8.
E In the event the position of Administrator is vacant, the Board shall fulfill the
duties of the Administrator until such time as an Administrator shall be appointed.
2.9 Employees. With the recommendation of the Administrator, the Board shall
budget to hire other personnel as may be necessary, in the Board's sole discretion, for the
operation of Lynx. The Board, or.its designee (e.g., the Administrator) shall hire o1 oversee the
hiring and dismissal of all Lynx personnel and determine their job descriptions All personnel of
Lynx shall be employees of the same Member Library as the Administrator and shall be subject
to the personnel policies, procedures and classifications of such Member Library. All costs of
such personnel, including compensation and benefits, as applicable, shall be borne by the
Member Libraries in accordance with the cost -sharing formula set forth in Section 4.8.
2.10 Treasurer. The Board shall elect a member of the Board to act as treasurer of
Lynx (the `Treasurer") as further set forth in the Bylaws. The Treasurer shall supervise all
moneys raised for Lynx or received by Lynx from any source and shall supervise all
disbursements of funds of Lynx, all as further set forth in Article IV herein Day to day
bookkeeping tasks may be performed by the Clerk, with oversight from the Treasurer. The
Treasurer and the Clerk shall not be the same person.
2.11 Clerk. The Board shall appoint a qualified person, who may or may not be a
member of the Board, to act as clerk of Lynx (the "Clerk"). The Administrator may act as Clerk
if so appointed. The Clerk shall serve at the pleasure of, and directly report to, the Board and,
subject to the provisions of Section 2.9, may be an employee of Lynx The Clerk shall not be an
Officer of Lynx as defined in the Bylaws. The Clerk shall attend all meetings of the Board and, if
so directed by the Board, attend committee meetings and shall be the custodian of all meeting
minutes The Clerk shall prepare and distribute legal notices and shall in general perfoiru all
duties incident to the office of the Clerk and such other duties as from time to time may be
assigned to the Clerk by the Chair or the Board.
2.12 Membership Requii ements All Parties agree to meet and continuously maintain
the following requirements for membership in Lynx:
A. Eligibility. To be a Member Library, a library must be either (i) a public library
established pursuant to Title 33, Chapter 26, Idaho Code, or successor statute, 01 (ii) a public
library district established pursuant to Title 33, Chapter 27, Idaho Code, or successor statute.
B. ILS All Member Libraries will participate in the ILS including, at a minimum,
the online catalog, cataloging and circulation functions Each Member Library may choose in
its discretion, whether to use acquisitions, serials, and any other supporting functions offered in
the Lynx ILS contract. As used in this Agreement, the ILS refers to an enterprise -level software
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package that manages, integrates, and centralizes multiple core library functions and services that
Member Libraries cooperatively purchase maintain, and share.
C. Cooperative Borrowing. Patrons in good standing with their Home Library may
directly check out the physical materials of any other Member Library and library cards from a
Member Library will be honored by all other Member Libraries in regard to checking out
physical materials. As used in this Agreement, "Home Library" means the Member Library from
which an individual has a borrower card.
D. Courier Service. All Member Libraries will participate in the shared materials
courier service described in Section 3.3 herein
E Membership Standards. Each Member Library shall continuously meet the
membership standards required by Exhibit B hereto. The Board shall oversee the membership
standards and Member Libraiy compliance therewith The membership standards may be
amended upon the affirmative vote of seventy-five percent (75%) of all Board Members. Upon
amendment, Exhibit B of this Agreement shall be replaced with such amended membership
standards.
2.13 Procedure for Joining Lynx. A library meeting the eligibility requirements of
Section 2.12A and the membership standards set forth in Exhibit B, may apply to join Lynx in
accordance with the following procedures (a library applying for admission is referred to herein
as an ` Applicant Library"):
A. The Applicant Library shall submit a letter from the Applicant Library's board of
trustees to the Lynx Board expressing interest in joining Lynx and stating:
1. An articulation of the benefits to be realized by both the Applicant
Library and Lynx if the application to join is granted;
2. The Applicant Library's board of trustees understands and upon
becoming a Member Library agrees to comply with the membership requirements set forth in
Section 2.12;
3. The Applicant Library's board of trustees understands the cost
share requirements of being a Member Library and intends to fulfill such requirements on an
ongoing annual basis;
4. The Applicant Library's board of trustees understands the
requirements and costs of the shared materials courier service and intends to fulfill such
requirements on an ongoing annual basis;
5. The Applicant Library's board of trustees understands the
technological commitments to participate in the ILS and is willing to make any necessary
arrangements to meet current and ongoing ILS system requirements*
6. The Applicant Library's board of trustees and its library director
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understand the time commitment and expectations of participation on the Lynx Board as detailed
in this Agieement and the Bylaws; and
7. The Applicant Library board of trustees and its library director
understand that Applicant Library staff may be requited to implement and maintain compliance
with Lynx protocols, requirements, updates, and functions as detailed in this Agreement and the
Bylaws; and
8. The Applicant Library's board of trustees understands that upon
becoming a Member Library it will be responsible for paying all costs associated with integrating
the Applicant Library's records and data into the ILS including, without limitation, any initial
and ongoing costs that Lynx may incur in furtherance of such effort; and
9. The Applicant Library's board of trustees and its library director
agree to a review of their bibliographic records to ensure alignment with current Lynx cataloging
standards, and to make them in good standing prior to acceptance into Lynx.
B. After receiving the letter of interest, the Lynx Board will review and analyze the
Applicant Library s qualifications and any concerns the Lynx Board may have with the
Applicant Library becoming a Member Library. The Lynx Board may confer with the Applicant
Library and seek additional information or clarification from the Applicant Library on any issue
relevant to Lynx, this Agreement or the Bylaws, including, without limitation, as follows:
1. Following its initial review, the Lynx Board may schedule a site
visit with the Applicant Libiary to assess the capacity of the Applicant Library to meet the
physical and technical requirements to participate in Lynx The site visit will be conducted by a
Lynx contingent appointed by the Lynx Board at such time; and
2. Following the site visit, and a determination by the Lynx Board to
continue with the application process an implementation plan and timeline for admission will be
prepared for review and consideration by the Lynx Board and the Applicant Library. The
implementation plan and timeline will include, without limitation, an outline of the steps that will
need to be made by the Applicant Library and current Members Libraries to add the Applicant
Library to both the ILS and the courier route and a timeline for these steps.
C. Upon completion of its review and analysis, the Lynx Board, in its sole discretion,
may schedule a vote to determine whether to make the Applicant Library a Member Library. The
admission of an Applicant Library as a Member Library requires the affirmative vote of seventy-
five percent (75%) of all Board Members.
D. The admission of a new Member Library to Lynx shall not require amendment of
this Agreement or the Bylaws. However, as a condition to admission, the admitted Member
Libiary must agree to be bound by the terms and provisions of this Agreement and the Bylaws as
evidenced by an acknowledgement to that effect executed by an authorized representative of the
admitted Member Library.
2.14 Voluntary Withdrawal of a Member Library. A Member Library may
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voluntarily withdraw from Lynx in accordance with the following procedures:
A. The withdrawing Member Library must submit written notification from the
Member Library's library director to the Lynx Board notifying the Board that the Member
Library's board of trustees has determined to withdraw from this Agreement (a "Notice of
Withdrawal"). Voluntary withdrawal of a Member Library pursuant to this Section 2.14 may
only occur at Lynx fiscal year end. The Notice of Withdrawal must be submitted to the Lynx
Board by March 31 to be effective as of September 30 of the same year. Any Notice of
Withdrawal received after March 31 will be effective as of September 30 of the following year,
subject to an appropriation of funds for such subsequent fiscal year by the withdrawing Member
Library. No Notice of Withdrawal shall be effective without the approval of the withdrawing
Member Library's board of trustees.
B. No refunds o1 reimbursements will be paid to the withdrawing Member Library
from Lynx funds for any assessments, dues, or fees already paid or otherwise. The withdrawing
Member Library shall have no rights or interest in any hardware or software purchased by Lynx,
in the Lynx database, or in any other Lynx assets.
C. The withdrawing Member Library shall be responsible for any fee assessed upon
Lynx by the ILS vendor by reason of the Member Library s termination of its membership in
Lynx and the resulting removal of the withdrawing Member Library from the ILS.
D. The withdrawing Member Library may copy bibliographic data for its holdings at
its own cost.
E The withdrawing Member Library must continue to fulfill its obligations,
financial and otherwise, under this Agreement and the Bylaws until its withdrawal is effective.
2.15 Corrective Action If a Member Library is not conforming to the standards and
terms governing membership in Lynx as set forth in this Agreement, the Bylaws, and as may be
further established by the Board, then the Board may (i) request corrective action to be taken by
such Member Library pursuant to the Bylaws, and (ii) take other such actions as provided for
under this Agreement and the Bylaws.
2.16 Expulsion of a Member Library.
A. A Member Library shall be expelled from Lynx automatically upon the effective
date of dissolution of such Member Library.
B. Any Member Library may be expelled from Lynx for any reason upon the
affirmative vote of seventy-five percent (75%) of all Board Members at a duly noticed and
scheduled meeting of the Board. Notification of such a meeting must be furnished to the subject
Member Library not less than thirty (30) days prior to the meeting date, indicating in writing the
nature of the cause(s) for the Board's contemplated action. A representative of the Member
Library will be entitled to attend the Board meeting and present such information as the Member
Library believes to be relevant to the Board's consideration prior to voting. If approved, the
effective date of termination of the Member Library's Lynx membership will be determined by
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the Board but may not be less than ninety (90) days after the date of the affirmative vote to expel
unless an earlier date is mutually agreed upon in writing by the Board and the expelled Member
Library.
C. No refunds or reimbursements will be paid to the expelled Member Library from
Lynx funds foi any assessments, dues, or fees aheady paid o1 otherwise The expelled Member
Library shall have no rights of interest in any hardware or software purchased by Lynx, in the
Lynx database, or in any other Lynx assets.
D. The expelled Member Library may copy bibliographic data for its holdings at its
own cost.
E The expelled Member Library shall be responsible for any fee assessed upon
Lynx by the ILS vendor by reason of the Member Library's expulsion from Lynx and the
resulting removal of the expelled Member Library from the ILS.
F. The expelled Member Library must continue to fulfill its obligations, financial
and otherwise, under this Agreement and the Bylaws until the effective date of termination of the
Member Library's Lynx membership.
2.17 Reinstatement. Any former Member Library desiring to rejoin Lynx, shall be
subject to the eligibility requirements and procedures set forth in Sections 2.12 and 2.13.
2.18 Dissolution of Lynx and Termination of this Agreement.
A. At a duly noticed and scheduled meeting of the Board, Lynx may be dissolved
through the affirmative vote of seventy-five percent (75%) of all Board Members.
B. In the event of the dissolution of Lynx, no further services shall be performed or
rendered in the Lynx name and no further business shall be transacted for Lynx except as is
necessary foi winding up the affairs of Lynx, liquidation of assets and distribution of the
proceeds of the liquidation Notice of the pending dissolution shall be mailed to each Member
Library and to each known creditor of Lynx.
C. Following liquidation of the assets of Lynx and after payment of expenses
incurred in connection with such liquidation, the proceeds remaining shall be applied in the
following order:
1. To pay the debts and liabilities of Lynx owing to its creditors, if
any.
2. To distribute to the Member Libraries all remaining funds,
proceeds or assets in proportion to the cost -sharing formula set forth in Section 4.8.
D. This Agreement shall survive dissolution to the minimum extent necessary to
accomplish the provisions of this Section 2.18 and shall thereupon terminate.
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ARTICLE III
OPERATIONS
3.1 Member Library Rights and Responsibilities.
A. Each Member Library is required to maintain a current and viable collection of
materials for its own patrons
B. The spirit of Lynx is to share as many items as possible foi Lynx Member Library
users. To this end, each Member Library will, in good faith and to the best of its abilities,
circulate regular collections through the courier as described in Section 3 3.
C. A Member Library may refuse to extend borrowing services to any patron who is
not in good standing with the patron's Home Library.
D. Any separate agreement between Member Libraries for the issuance of library
cards to each other's residents is not affected by this Agreement.
3.2 ILS With respect to the operation and administration of the ILS, the following
terms shall apply:
A. System Hardware. Member Libraries are responsible for providing and
maintaining the technology necessary to access the ILS.
B. System Operation. The following provisions relating to operation of the ILS shall
apply to all Member Libraries and the Administrator, as the case may be:
1. When feasible, all maintenance and software upgrades to the ILS
shall be scheduled in advance with notification to all Member Libraries no less than twenty-four
(24) hours in advance of the unavailability of the ILS.
2. The Board, in conjunction with the Administrator, shall establish
default settings for the ILS
3. If a Member Library wishes to use different settings on the ILS
than the default settings, the Member Library must first consult with the Administrator to
understand the impacts of such individually preferred configuration
4. The Administrator shall be the primary point of contact for the
current ILS vendor and all other third -party vendors for which information technology costs are
shared under this Agreement
5. If a Member Library would like to implement a third -party product
which may impact integration with the ILS, they must follow Lynx established procedures. The
Board has the ultimate authority to approve or deny any third -party product that a Member
Library requests to integrate with the ILS prior to its integration with the ILS
6. The Administrator, and/or a designee acting in an ILS
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administrator capacity, will attend needed ILS vendor trainings and/or conferences, and the cost
will be shared by all Member Libraries in accordance with Section 4.8 hereof. The
Administrator, and/or designee, will then become the trainer responsible foi passing on the
information to the rest of the Membei Libraries.
C. System Maintenance. Each Member Library shall be responsible for any and all
maintenance and maintenance agreements it has regarding site -specific equipment.
D. Access to Svstem Data.
1. Full access to information stored in the ILS relating to
bibliographic descriptions of library materials at each Member Library and relating to holdings,
availability and circulation status of such hbrary materials shall be accessible to all Member
Libraries.
2. Each Member Library shall maintain confidentiality of the
information stored in the ILS relating to the patrons of each Member Library and only paid
library staff may access patron information on the ILS database.
3. Each Member Library is responsible for immediately removing
access and contacting the Administrator relative to separated employees of the Member Library.
4. Lynx personnel shall not share their password with others.
5. The Administrator, in consultation with the Board, will determine
password/account security requirements as needed
E System Supplies Each Member Library shall acquire, at its sole expense, any
encoded labels it chooses to utilize in order to identify patrons and library materials at each
Member Library.
F. Cooperative Cataloging. Consistent cataloging and record maintenance shall be a
priority for Member Library with an emphasis on providing the best possible experience foi the
public. Member Libraries shall abide by established standards and practices of Lynx in
cataloging as determined by the Member Libraries and comply with the following requirements:
1. Member Libraries shall retain a staff member with adequate
knowledge and understanding of established standards and practices of Lynx and such staff
member shall be assigned to the cataloging committee if such committee is formed by the Board
pursuant to the Bylaws, and prioritize attendance at cataloging committee meetings
2. Member Libraries shall be responsible for the entering and
maintaining of item records in accordance with established standards and practices of Lynx.
3. Member Libraries shall communicate, cooperate, and provide
support and assistance to other Member Libraries as needed, to the extent practicable.
4. The Administrator shall coordinate ongoing training opportunities
Lynx Joint Powers Agreement — page 12
03681.0010.15726070.8
relating to cataloging.
5. Member Libraries shall continue efforts to invest in the ILS and
database management.
3.3 Courier. With respect to the courier services provided under this Agreement to
each Member Library, the following tei ms shall apply:
A. Cooperation. Fach Member Library will, in good faith and to the best of its
abilities, circulate regular collections through the courier as described in this Section 3.3.
Browsing copies or items only available for pickup at the owning Member Library will have
other copies that circulate and fill holds through the courier unless they are part of a designated
special collection. During the Annual Meeting (as defined in the Bylaws), each Member Library
will share its special collection list to ensure it meets the spirit of Lynx and can be communicated
to staff.
B Cost -Sharing. Member Libraries will share the cost of a courier service to deliver
and return materials in accordance with Section 4.8 of this Agreement.
C. Courier Structure Lynx will use individually, or in combination, one or more of
the following options to provide continuous courier service to all Member Libraries: (1) an
agreement with a Member Library, (2) contract with a third party vendor, or (3) run the service
itself.
1. Option 1: Agreement with Member Library
i. A Member Library, as determined by the Board, will hire
for the courier positions in accordance with the policies and procedures of such Member Library.
All personnel policies and other city or district library policies regulating employee salary,
rights, and benefits of such Member Library shall apply to the courier positions
ii. Such Member Library will create a delivery schedule,
which may be adjusted as reasonable and necessary.
iii. Such Member Library will own and maintain all necessary
courier vehicles. When a vehicle is due for replacement or an additional vehicle is necessary to
fulfill service requirements, all Member Libraries will share in such costs in accordance with
Section 4.8 of this Agreement.
iv. Title to any existing or replacement courier vehicle paid for
solely by a Member Library shall stay with such Member Library absent a subsequent agreement
between the Member Library and Lynx to transfer ownership of the vehicle. Title to any existing
or replacement courier vehicle paid for by the Member Libi aries through cost -sharing shall, upon
the request of the Board, be transferred to Lynx without additional consideration.
2. Option 2: Contract with Third Parry Vendor
•
Lynx will contract with a third party vendor to provide
Lynx Joint Powers Agreement — page 13
03681.0010.15726070.8
courier services.
ii. All Member Libraries will share in the costs of such
services in accordance with Section 4.8 of this Agreement.
3. Option 3 . Lynx -Operated
i. Lynx will hire for the courier positions in accordance with
Section 2.9 of this Agreement.
ii. The Administrator, in conjunction with the Board, will
create a delivery schedule, which may be adjusted as seasonable and necessary.
iii. Lynx will purchase, own and maintain and procure liability
insurance for all courier vehicles. The cost of purchase, maintenance and liability insurance for
such vehicles will be shared by the Member Libraries in accordance with Section 4.8 of this
Agi eement.
iv. When a vehicle is due for replacement or an additional
vehicle is necessary to fulfill service requirements, all Member Libraries will share in such costs
in accordance with Section 4.8 of this Agreement.
D. Statistical Information. Statistics reflecting the quantity of materials picked up
from and delivered to each Member Library are kept by the ILS. This information shall be
accessible to all Member Libraiies through the ILS.
3.4 Ownership and Control of Materials. With respect to ownership and control of
materials of each Member Library, the following terms shall apply:
A. Fach Member Library retains ownership of all materials in their collection.
B. Each Member Library's loan period, fine structure, and renewal limit will apply to
its own items.
ARTICLE IV
FINANCIAL MATTERS
4.1 Fiscal Year. The fiscal year of Lynx shall commence on October 1 of each year
and end on the following September 30.
4.2 Budget. The Administrator shall prepare the annual operating budget for Lynx
and propose the same to the Board no later than March 1 preceding the fiscal year covered by the
proposed budget. The proposed budget shall include a breakdown of each Member Library's
anticipated cost -share for Lynx expenditures. Notwithstanding the foregoing requirement, the
Administrator shall ensure that each Member Library has notice of anticipated Lynx
expenditures for the following fiscal year, and each Member Library's respective responsibility
therefore, as necessary for inclusion in each Member Library's own proposed budget. The Lynx
Lynx Joint Powers Agreement — page 14
03 681.0010.15726070.8
operating budget shall be approved upon the affirmative vote of seventy-five percent (75%) of all
Board Members at a duly noticed and scheduled meeting of the Board no later than October 1
Once the budget is approved by the Board, the funding is available to spend. The budget may be
amended upon the affirmative vote of seventy-five percent (75%) of all Board Members.
4.3 Expenditures. The Administrator is authorized to expend money as provided in
the approved opeiating budget of Lynx and no further approval for each specific opeiating
expenditure shall be required. The Administrator shall present a summary of invoices to the
Board at each regular Board meeting.
4.4 Annual Financial Audit. Unless otherwise required by law, an audit of Lynx
shall be conducted each fiscal year by an independent certified public accountant authorized to
practice pubhc accounting in Idaho, which accountant shall be designated by the Board. Such an
audit shall include a report to the Board and the professional opinion of the accountant as to the
financial status of Lynx and as to the accuracy of the audit.
4.5 Annual Appropriations; Indebtedness. The Board shall not make expenditures
or incur indebtedness in any year in excess of the amount of money appropriated for Lynx
purposes.
4.6 Lynx Funds. Under the direction of the Board, the Treasurer shall have all
moneys of Lynx deposited in accordance with the public depository law and other applicable
state and federal laws Lynx shall maintain one or more bank accounts for Lynx purposes
4.7 Lynx Contingency Fund. All funds in the ILS Upgrade Fund, as established in
the Prior Agreement and maintained by the Boise Public Library, shall be transferred to Lynx
Upon transfer, the fund shall be referred to as the "Lynx Contingency Fund."
4.8 Cost -Sharing. All Lynx costs including, without limitation, all costs required to
maintain the expected level of Lynx services including, but not limited to the costs of 1LS,
cataloging information technology (IT), couriers training, and the Administrator and
employees will be shared by the Member Libraries according to the following formula:
A. 15% of all costs will be shared equally by Member Libraries; and
B. The remaining 85% of costs will be shared pro rata based on each Member
Library s respective "Local Operating Income" as provided each year in the annual Statistical
Report of the Idaho Commission for Libraries. More specifically the proportional responsibility
of each Member Library will be determined by dividing the Member Library's Local Operating
Income by the total of the Local Operating Incomes of all Member Libraries.
4.9 Excessive Use of Other Member Libraries. The Board will annually evaluate
library patron usage of Member Libraries. Use that is deemed excessive may require additional
compensation among the Member Libraries, all as further set forth in Exhibit C hei eto. Exhibit
C will be reviewed by the Board at least every two (2) years to ensure fairness in application and,
following such review, may be amended upon the affiunatrve vote of seventy-five percent (75%)
of all Board Members. Upon amendment Exhibit C of this Agreement shall be replaced with
Lynx Joint Powers Agreement — page 15
03681.0010.15726070.8
such amended exhibit.
4.10 Billing Statements Each Member Library shall pay its share of Lynx costs as
required by this Agreement and as determined by the Lynx budget, as the same may be amended
from time to time. Unless otherwise determined by the Board, payments by the Member
Libraries shall occur on a quarterly basis Lynx shall transmit a quarterly billing statement to
each Member Library detailing the Member Library's respective responsibility for Lynx costs for
such quarter. Payment shall be due to Lynx within thirty (30) days of the date of each billing
statement If a Member Library fails to timely pay its quarterly billing statement, the Board may,
upon the affirmative vote of seventy-five percent (75%) of all Board Members, suspend the
membership status of such Member Library including the Member Library's ILS service and
database access until such payment is made in full. The Board Member representative of a
suspended Member Library shall lose the ability to vote on Board actions during the period of
such suspension however, such suspension shall not relieve the suspended Member Library of
its ongoing financial obligations under this Agreement. If the suspended Member Library fails to
make full payment within ninety (90) days after such suspension and termination of services the
Board may pursue any remedies available to it pursuant to this Agieement and under law. This
specifically includes, without limitation, commencement of expulsion proceedings and / or legal
proceedings to recover all amounts currently owing plus additional accruing obligations
interest costs and attorneys fees.
4.11 Participation Contingent Upon Funding. Should the governing body for a
Member Library fail to appropriate sufficient funds in any fiscal year for the payments due
pursuant to this Agreement, such Member Library shall be deemed inactive and its participation
in Lynx and benefits and obligations associated therewith, shall terminate on the last day of the
last fiscal year for which payments were appropriated. Such Member Library may re -activate its
participation in Lynx with no penalty once its funding is restored. Nothing in this Agreement
shall require the continuation of the Agreement as to any Member Library beyond legally
required time or funding limits. Notwithstanding the foregoing, if any Member Library is
inactive for three (3) consecutive fiscal years, such inactivity is grounds for expulsion under
Section 2.16.
4.12 Limitation of Liability
A. No covenant or agreement contained in this Agreement or the Bylaws shall be
deemed to be a covenant o1 agreement of any Board Member, officer, contractor o1 employee of
Lynx in an individual capacity. No recourse shall be had for any claim based on this Agreement
against any Board Member, officer, contractor or employee, past, present or future of Lynx or of
any successor body either directly o1 through Lynx or any such successor body, under any
constitutional provision, statute or rule of law or by the enforcement of any assessment or
penalty or otherwise Nothing m this Agreement is intended, nor shall it be interpreted, to restrict
Lynx and any Member Library, or Board Member, office]., contractor or employee of Lynx or
any Member Library from availing themselves of the protections offered by applicable laws
affording any immunity and defense, including without limitation, the immunities and defenses
contained in the Idaho Tort Claims Act, nor shall anything contained in this Agieement modify
the liability of such Member Library so as to increase the liability of such Member Library
beyond the Idaho Tort Claims Act's limit of liability (i.e., $500,000 per occurrence).
Lynx Joint Powers Agreement — page 16
03681.0010.15726070.8
B To the maximum extent permitted by law, each Board Member and each Member
Library shall be indemnified by Lynx against all expenses and liabilities including attorneys'
fees, reasonably incurred by or imposed upon the Board Member or the Member Library by
judgment or settlement in connection with any proceeding to which the Board Member or
Member Library may be a party, or in which either may become involved, by reason of having
been a Board Member o1• member of Lynx, except in cases of fraud, gross negligence, or bad
faith in the performance of duties.
C. No covenant or agreement contained in this Agreement or the Bylaws shall be
deemed to be a covenant or agreement of Lynx or any Member Library, or otherwise obligate
Lynx or any Member Library, to make a future appropriation of funds. Any provision for
payment or indemnification by Lynx or any Member Library is made subject to appropriation of
funds and recognizes that the act of budgeting is discretionary and that no claim may be had in
excess of the amounts so appropriated.
4.13 Insurance. Lynx shall procure insurance as the Board deems necessary to
operate Lynx or to otherwise comply with State law and the costs related to any such insurance
shall be shared among the Member Libraries in accordance with Section 4 8.
ARTICLE V
GENERAL PROVISIONS
5.1 RecitaIs. The above recitals are incorporated herein and made a part of this
Agreement.
5.2 Amendments. The power to amend this Agreement is expressly conferred upon
the Board and requires the affirmative vote of seventy-five percent (75%) of all Board Members.
Notwithstanding the foregoing, any amendment of this Agreement which purports to grant or
delegate to Lynx additional powers beyond those expressly delegated herein shall require the
approval of each Member Library in the same manner as this Agreement was originally
approved.
5.3 Assignment. It is expressly agreed and understood by the Parties that they shall
not have the right to assign transfer, hypothecate or sell any of then rights, duties, or obligations
under this Agreement and that any such purported assignment is null and void ab initio.
5.4 Notices. Any notice or other writing required or permitted by this Agreement to
be delivered to any Party may be delivered personally to an authorized representative or may be
delivered by mailing such notice or writing c/o Library Director to the addresses listed in Section
1.2. Any notice so given shall be deemed delivered or received on the date personally delivered
or on the date deposited in the United States mail. Any Party may change the address or designee
to whom notices shall thereafter be given upon five (5) days prior written notice to the other
Parties in the manner set forth in this Section.
5.5 Good Faith. The Parties shall cooperate in good faith and use diligent efforts to
effect the transactions contemplated by this Agreement.
Lynx Joint Powers Agreement — page 17
03681.0010.15726070.8
5.6 Further Assurances. The Parties shall execute and deliver all documents and
perform all further acts that may be reasonably necessary to effectuate the provisions and intent
of this Agreement or which may be necessary or expedient to cany out the terms hereof.
5.7 Interpretation Each document incorporated by reference herein is an essential
part of this Agreement, and any requirement, duty or obligation stated in one document is as
binding as if stated in all. All documents shall be construed to operate in a complementary
manner and to provide for a complete project.
5.8 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Idaho.
5.9 Headings. The headings contained in this Agreement are for reference purposes
only and shall not in any way affect the meaning or interpretation hereof.
5.10 Variation of Pronouns. All pronouns and any variations thereof shall be deemed
to refer to the masculine, feminine, or neuter, singular or plural, as the identity of the person or
persons may require.
5.11 Exhibits. The exhibits attached hereto are incorporated herein as if each were set
out in the body hereof in its entirety.
5.12 Severability If any provision of this Agreement as applied to any Party or to any
circumstance, shall be adjudged by a court to be void and unenforceable the same shall in no
way affect any other provision in this Agreement the application of such provision in any other
circumstances or the validity or enforceability of the Agreement as a whole.
5.13 Counterparts; Electronic Transmission. This Agreement may be executed in
any number of counterparts, and each counterpart shall constitute an original instrument, but all
such separate counterparts shall constitute one and the same agreement Electronic transmission
of any signed original document, and retransmission of any signed electronic transmission, has
the same effect as delivery of an original. At the request of any Party, the Parties shall confirm
electronically transmitted signatures by signing an original document
5.14 Construction. This Agreement has been negotiated by the Parties who have had
the opportunity to consult their respective counsel. This Agreement shall not be construed more
strictly against one party hereto than against any other party hereto merely by virtue of the fact
that it may have been prepared by counsel for one of the Parties.
5.15 Discrimination Prohibited. In performance of their obligations under this
Agreement the Parties shall not discriminate against any person on the basis of race color,
religion, sex, sexual orientation, gender identity/expression, national origin or ancestry, age or
disability.
5.16 No Third Party Rights. This Agreement is for the protection and benefit of the
Parties and is not intended to and does not confer any rights whatsoever on any individual,
person, entity or unit of government not a Party to this Agreement. Specifically, this Agreement
Lynx Joint Powers Agreement — page 18
03681.0010.15726070.8
shall not be construed to confer any right on a non-party to become a party to this Agreement or
a member of Lynx, and whether a non-party library shall be permitted to become a party to this
Agreement and a member of Lynx, and on what terms, shall be a matter in the sole and absolute
discretion of the Board.
5.17 Mediation. Any controversy or claim arising out of or relating to this Agreement
or breach thereof shall be submitted to non -binding mediation upon the written request of any
Patty and conducted by one (1) neutral mediator If the Parties are unable to select a mediator,
then selection shall follow the procedure published by the American Arbitration Association
Commercial Mediation Rules. This Agreement to mediate and any other agreement or consent to
mediate entered into in accordance with this Agreement shall be specifically enforceable under
the prevailing law of the State. Each Party shall bear its own costs and the Parties shall split
equally the cost and expenses of the mediator.
5.18 Authorization. The persons executing this Agreement on behalf of each of the
Parties and on behalf of any other library joining Lynx after the Effective Date each hereby
represents that he/she is duly authorized by the governing body of the entity on whose behalf
he/she purports to act to execute this Agreement on behalf of said entity. Upon the execution
hereof by such person and, as to public libraries, by the city council, this Agreement shall be a
valid and binding agreement of the entity represented by him/her.
5.19 Entire Agreement This Agreement constitutes and contains the entire
agreement of the Parties and supersedes all prior understandings and agreements, oral or written,
specifically including the Prior Agreement with respect to the subject matter hereof.
[signature pages follow]
Lynx Joint Powers Agreement — page 19
03681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By: o W
Name:
Title: ;QLA- 09.
ADA COUNTY FREE LIBRARY
DISTRICT d/b/a ADA COMMUNITY
LIBRARY
By:
Name: Cal,"01 k_ / I IS
Title: B v C14 &fa it
Lynx Joint Powers Agreement — page 20
03 681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By:
Name: Lynda Lowry
Title: City Clerk
A'!TEST:
By: iktArt A4401,a
Name: bev Mii'Chtll
2/27/2024
Title: L%6rhw9 h4tviivl S paci'tl�f Cr .
Lynx Joint Powers Agreement - page 21
CITY OF BOISE CITY, IDAHO
By: a4444.0-,//1C0e0i-vt.
v
Name: Lauren McLean
Title: Mayor 2/27/2024
BOISE PUBLIC LIBRARY
•
By: -�- %��r .terge.Q ;
Name: Ail co LD 7tniviM,/ /7afl4!'rA
Title:
Prissidertk;I3oord.ofrLru.k,s
03 681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
�����Min
,i► S CAt a
atm
•
104° So 7,-
JAN 1Ster,h,s.,„ . i 8 9 0. .........
ATTEST:
Name: . nita,rr'
Title: 0_413 014A.0
ATTEST:
By:
Name:
Title:
n(s+
CITY OF CALDWELL, IDAHO
By: V
Name: a r~l�r �Wr
Title:
rvleA
CALDWELL PUBLIC LIBRARY
B
Name: on,"
�r. �t�
Title: ,:arid %1.t die.-- %tv r
Lynx Joint Powers Agreement - page 22
03681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By
GUM
„...rer Name: / {�'� � �6 bid ee
d ��
Title:
ATTEST:
By.
Name: 5ekcvn Vy��4.d
Title:£a41Lin e fse
CITY OF EAGLE, IDAHO
By:
Name:
Title: \'VV»J 0 a.
`..0, Illflfff��,,,,
OiEAGL
�� • 4pRATt•
• %:
can • c- � .
v •
- `� �• •
CA} Nt '1 ° 5
,. . `�i
. —eAzoikroL-No. .
iPs'Pfkit
4TE O
EAGLE PUBLIC LIBRARY
By:
Name: roe/flaw, UcpJtYIS
Title; 0603,,ra Art_
Lynx Joint Powers Agreement -- page 23
03 681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By:,emu,
Name: i7i2om6
Title: n TyCithczk'
ATTEST:
By:
Name:
Title:
•
OGLIViu;
M rnRtLr7r)
Havi, /iireetsr
CITY !J+ EMMETT, IDAHO
By:
Name: /ov - rT Iq / g
Title: /�14-L/rei
•
EMMETT PUBLIC LIBRARY
By:
Name:
Title:
•
# ire_ L. icojlptj
reea-nf
J
Lynx Joint Powers Agreement -- page 24
03 681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By:
Name:
,,tip isees1
.•`��� DEN C/ '��'••,
$ °hens .....ws
we* Votelt:
rita s
.
IMSEM4
emibsi e . i
•
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4,4 * qk 00
'o$i$no%
•
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• I
Title: ( feqs ur'ser
i C
ATTEST:
By:
0
Name: Livds-ev "entiNthn
Title: 6agerfe4 C�'�), sit61? L'Lvwv Ovicivir
CITY OF GARDEN CITY, IDAiO
By:
Nam
Title:
GARDEN CITY PUBLIC LIBRARY
B�
Nam
c Cal_ >
Title:C.0e1at'k t' kLyn(rt aleQTro rtc2c
0,04-An CA
C Lt-‘,,,y
Lynx Joint Powers Agreement -- page 25
03681.0010.15726070.8
•
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
KUNA LIBRARY DISTRICT
B :` 6404 i'�lo
Y ZCZAD
Name:ivr46 fir Sm`%r
Title:
ATTEST:
By
Name.
Title:
77Leh
esTiari tk5bedirl
ttA4& azithif kids
Lhrani' 2?rd .}fl» `rmah
Lynx Joint Powers Agreement — page 26
03681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By: : k
17
Name: DAN CAiZSC9AJ
Title: Eyaui Svc A,I5TAT
MERIDIAN FREE LIBRARY DISTRICT,
d/b/a MERIDIAN LIBRARY DISTRICT
By:
Name:
k.eiQ Cv1/t CLAA ian
Lo%en
Title: (960%A..
� , RT.'S
r u3 i-ec 5
Lynx Joint Powers Agreement — page 27
03 681.0010.15 726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
CITY OF MOUNTAIN HOME, IDAHO
By:
Name. Rich Sykes
Title: Mayor
ATTEST:
By:
Name: iffany Belt
Title: City Clerk
MOUNTAIN 2 ME PUBLIC LIBRARY
By:
Name: Shasta Hochstrasser
Title: Library Director
Title: City Clerk
Lynx Joint Powers Agreement • page 28
03681.0010.15726070.8
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By: .G�
Name:
derk
Title:
ATTEST:
By: r-
Name:
C24/*/_{�
/
Title: .n6a . led/,7
CITY OF NAMPA, IDAHO
By: � �LI�11 `i14Th
Name:
Title: v ��
NAMPA PUBLIC LIBRARY
Name:
GP
Title: /3o r
Lynx Joint Powers Agreement -- page 29
03681.0010,15726070.8
•
ii
•
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of the
Effective Date.
ATTEST:
By:
Name:
Title:
J
/eat
pyrr
6.puly' GAti QAegk,
ATTEST:
Name: %U
Title: I reekKge
Lynx Joint Powers Agreement -- page 30
CITY OF TWIN FALLS, IDAHO
By: 6? weal LI_
Name:erede,��
Title:�
e: v / �/� QWi0--1r
TWIN FALLS PUBLIC LIBRARY
Ry: QttJ �v�Akiv,
Name: Cjet
Tide: TF PI &sisccia char
03681.0010.15726070.8
EXHIBIT A
Lynx Bylaws
(attached)
Lynx Joint Powers Agreement — Exhibit A
03681.0010.15726070.8
BYLAWS OF
LYNX LIBRARY CONSORTIUM, A JOINT POWERS ENTITY
These Bylaws shall pertain to the Lynx Library Consortium a joint powers entity
("Lynx') formed under the Joint Powers Act, Sections 67-2326 through 67-2330, Idaho Code,
pursuant to that certain Joint Powers Agreement Lynx Library Consortium dated effective March
1, 2024 (the "Joint Powers Agreement"). These Bylaws as the same may be amended from time
to time (these "Bylaws' ), are incorporated in, and made a part of the Joint Poweis Agreement
pursuant to the terms thereof. Capitalized terms herein, unless defined herein, shall have the
meanings set forth in the Joint Poweis Agreement, except where the context indicates otherwise.
ARTICLE I
MEMBERSHIP; JOINT BOARD; MEETINGS AND VOTING RIGHTS
1.1 Member Libraries. The initial Member Libraries of Lynx are:
A. Ada County Free Library District, d/b/a Ada Community Library, a
library district and governmental subdivision, organized and existing pursuant to the laws of the
State of Idaho.
B. Boise Public Library, a subdivision of the City of Boise. The City of
Boise is a municipal corporation and governmental subdivision, organized and existing pursuant
to the laws of the State of Idaho.
C. Caldwell Public Library, a subdivision of the City of Caldwell. The City
of Caldwell is a municipal corporation and governmental subdivision, organized and existing
pursuant to the laws of the State of Idaho.
D. Eagle Public Library, a subdivision of the City of Eagle. The City of
Eagle is a municipal corporation and governmental subdivision, organized and existing pursuant
to the laws of the State of Idaho.
E Emmett Public Libi ary, a subdivision of the City of Fmmett. The City
of Emmett is a municipal corporation and governmental subdivision, organized and existing
pursuant to the laws of the State of Idaho.
F. Garden City Public Library, a subdivision of the City of Garden
City. The City of Garden City is a municipal corporation and governmental subdivision,
organized and existing pursuant to the laws of the State of Idaho.
G. Kuna Library District, a library district and governmental subdivision,
organized and existing pursuant to the laws of the State of Idaho
H. Meridian Free Library District, d/b/a Meridian Library District, a
library district and governmental subdivision, organized and existing pursuant to the laws of the
Bylaws of Lynx — page 1
03 681.0010.1573 9308.7
State of Idaho.
I. Mountain Home Public Library, a subdivision of the City of Mountain
Home. The City of Mountain Home is a municipal corporation and governmental subdivision,
organized and existing pursuant to the laws of the State of Idaho.
J. Nampa Public Library, a subdivision of the City of Nampa. The City of
Nampa is a municipal corporation and governmental subdivision, organized and existing
pursuant to the laws of the State of Idaho.
K. Twin Falls Public Library, a subdivision of the City of Twin Falls. The
City of Twin Falls is a municipal corporation and governmental subdivision organized and
existing pursuant to the laws of the State of Idaho.
1.2 Governing Board. Lynx shall be governed by a joint board of directors
consisting of one (1) representative from each Member Library (the `Board") Each Member
Library's seat on the Board shall be filled by the Member Library's library director or their
designee If a Member Library has more than one (1) library director, such Member Library shall
designate one (1) library director to serve on the Board. Members of the Board are referred to
herein as "Board Members." A Board Member shall be employed at all times by the Member
Library said Board Member represents. The initial Board Members comprising the Board are set
forth on Schedule 1 to these Bylaws.
1.3 Regular Meetings of the Board; Annual Meeting. The Board shall establish,
by the affirmative vote of seventy-five percent (75%) of all Board Members, a schedule of
regular meetings as it deems appropriate, but no less frequently than four (4) times each fiscal
year with the schedule for the upcoming year established at the annual meeting of the Board to
be held each September (the ` Annual Meeting"). The Annual Meeting shall constitute a regular
meeting and the purposes of the Annual Meeting are (i) to set the schedule of regular meetings
for the upcoming year, (ii) to elect new Officers, as needed, and (iii) to conduct such other
business as may properly come before the Board. It is anticipated that regular Board meetings
will occur on the third Friday of January, April, July and September. Meetings will be held in -
person at the posted location. In -person attendance is expected; exceptions to in -person
attendance may be made for extenuating circumstances.
1.4 Special Meetings. A special meeting of the Board may be called at the request of
the Chair, the Vice Chair or any three (3) Board Members Any action taken by the Board
Members at a special meeting for which proper notice has been given shall be deemed an official
action of the Board as though taken at a regular meeting.
1.5 Open Meetings; Notice. All meetings of the Board shall be conducted in
accordance with the provisions of Idaho Open Meetings Law, Title 74 Chapter 2, Idaho Code,
and any amendments and/or re -codification thereof (the "Open Meetings Law").
1.6 Quorum. A quorum for the transaction of business at any meeting of the Board
is a two-thirds majority of the entire membership of the Board, provided that if less than a
quorum is present at said meeting, a majority of the members present may adjourn the meeting to
Bylaws of Lynx — page 2
03 681.0010.15739308.7
another time. Each Board Member is responsible to the other members of the Board to make
their best effort to be present in person or electronically at each meeting of the Board, or if their
attendance is not possible, to send their designee, who shall have the authority to cast the absent
Board Member's vote on matters before the Board.
1.7 Number of Votes. At each meeting of the Board, each Board Member entitled to
vote at the meeting shall be entitled to one (1) vote.
1.8 Voting Thresholds. Any matter moved for passage or approval shall be deemed
to have passed if it receives the affirmative vote of seventy-five percent (75%) of the Board
Members present at a meeting at which a quorum is present; provided, however, that final action
with respect to the matters set forth below shall require the affirmative vote of seventy-five
percent (75%) of all Board Members:
A. The amendment of these Bylaws;
B. Establishment of the regular meeting schedule of the Board for the
upcoming year (as set foith in Section 1.3 of these Bylaws);
C. The approval of the admission of a new Member Library (as set forth in
Section 2.13 of the Joint Powers Agreement);
D. The expulsion of a Member Library (as set forth in Section 2.15 of the
Joint Powers Agreement);
E The approval of the annual budget of the Lynx Library Consortium or any
amendment thereto (as set forth in Section 4.2 of the Joint Powers Agreement),
F. The amendment of the excessive use cost -sharing formula in Exhibit C to
the Joint Powers Agreement (as set forth in Section 4.9 of the Joint Powers Agreement)•
G. The suspension of any Member Library for nonpayment (as set forth in
Section 4.10 of the Joint Powers Agreement);
H. The removal of any Officer from office without cause (as set forth in
Section 2.7B of these Bylaws);
I. The suspension of active membership status of any Member Library for
failure to comply (as set forth in Section 3.4 of these Bylaws);
J. The amendment of the Joint Powers Agreement;
K. The dissolution of Lynx (as set forth in Section 2.17 of the Joint Powers
Agreement); and
L Such other actions as specifically set forth in the Joint Powers Agreement
and these Bylaws.
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03681.0010.15739308.7
1.9 Roll Call Vote. On all questions involving the expenditure of money, all
questions involving matters stated in Section 1.8 of these Bylaws and whenever requested by
any Board Member present at any meeting, the yeas and nays shall be taken and entered on the
records of the proceeding by loll call.
1.10 Act of Board Members. An affirmative vote of the Board Members at a meeting
in which a quorum is present is an act of the Board.
1.11 Compensation. Members of the Board, members of committees, and Officers
shall not receive any compensation or other remuneration from Lynx for their services, except
for payment of actual and necessary budgeted expenses while engaged in authorized business of
Lynx
ARTICLE II
COMMITTEES AND OFFICERS
2.1 Officers. Board officers ( `Officers") shall be elected by the Board Members from
among the Board Members and shall include one Chair, one Vice -Chair (who shall be the Chair -
Elect), and one Treasurer. The Officers shall be elected at the Annual Meeting and shall assume
their office at the beginning of the following fiscal year
2.2 Chair. The Chair shall, when present, preside at all meetings of the Board. The
Chair shall perform all duties incident to the office of Chair and any such other duties as may be
prescribed by the Board from time to time The Chair shall serve as the primary contact for the
Administi ator.
2.3 Vice-Chair/Chair-Elect. In the absence of the Chair or in the event of the
Chair's death, inability, or refusal to act, the Vice -Chair shall perform the duties of the Chair.
2.4 Treasurer. The Treasurer shall supervise all moneys raised for Lynx or received
by Lynx from any source and shall supervise all disbursements of funds of Lynx, all as further
set forth in the Joint Powers Agreement. The Treasurer shall in general perform all the financial
duties incident to the office of the Treasurer and such other duties as from time to time may be
assigned to the Treasurer by the Chair or the Board.
2.5 Terms of Office. The terms to be served by the Officers are as follows:
A. The Chair shall hold office for one (1) Lynx fiscal year.
B. The Vice -Chair shall hold office for one (1) Lynx fiscal year. The person
serving as Vice -Chair shall, after serving his/her term as Vice -Chair, serve as Chair for the
succeeding fiscal year.
C. The Treasurer shall hold office for one (1) Lynx fiscal year.
Notwithstanding the forgoing, each Officer shall hold office until their successor shall
have been duly elected and begin their terms or until that Officer resigns, dies, becomes disabled
Bylaws of Lynx — page 4
03681.0010.1573 9308.7
is no longer employed by the Member Library they represent on the Board, or is otherwise
unable or unwilling to act, or has been removed from office. Officers may resign their office by
giving the Chair written notice of such resignation at least thirty (30) days in advance of the
effective date of such resignation or in the case of the resignation of the Chair, by giving the
Vice -Chair written notice of such resignation at least thirty (30) days in advance of the effective
date of such resignation.
There shall be no term limits for Officers.
2.6 Vacancies.
A. If the office of Chair becomes vacant, the Vice -Chair shall assume the
duties of the Chair. The Board shall elect one of its members to the office of Vice -Chair for the
remainder of the term.
B. If the office of Vice -Chair becomes vacant, the Board shall elect one of its
members to the office of Vice -Chair for the remainder of the term.
C. If the office of Treasurer becomes vacant, the Board shall elect one of its
members to the office of Treasurer foi the remainder of the term.
2.7 Removal of Officers.
A For Cause. At a duly scheduled and noticed meeting, any Board Member
in good standing may bring charges seeking to remove an Officer from office for alleged
misconduct prejudicial to the best interest of Lynx. Removal foi cause shall require the
affirmative vote of a majority of all Board Members, not including the subject Officer. Before
being removed from office for cause, the accused Officer must be given the opportunity to
present their case to the Board. For purposes of this Section, "cause' means, but is not limited to:
1. Acts of the official or malfeasance or malfeasance in office and/or
conviction of the Officer for fraud, misappropriation, or embezzlement involving property of
Lynx,
2. Substantial failure of the Officer to properly perform, or substantial
neglect by the Officer of the duties of their position;
3. Conduct of the Officer that causes substantial harm to the
reputation of Lynx;
4. The willful breach of any written policy or rule or Bylaw
applicable to Board Members or Officers;
5. The Officer is convicted in any court in the United States of any
infamous crime, bribery, perjury, or any felony;
6. The Member Library who the Officer represents is in arrears in the
Bylaws of Lynx — page 5
03681.0010.1573 9308.7
payment of any amounts owed to the Lynx pursuant to the Joint Powers Agreement; or
7. The Officer or the Member Library who the Officer represents is in
willful breach of any term or provision of the Joint Powers Agreement.
B. Without Cause. At a duly scheduled and noticed meeting, any Officer may
be removed from office without cause by an affirmative vote of seventy-five percent (75%) of all
Board Members, not including the subject Officer.
2.8 Executive Committee. There shall be a standing committee of the Board
comprised of the Chair, Vice -Chair and Treasurer of the Board as further described in Article II
of these Bylaws, which committee shall be known and referred to as the "Executive Committee.'
The Executive Committee shall oversee Board policies and operations and ensure good
governance practices. The Executive Committee shall take such other action as may be directed
by the Board.
2.9 Other Committees. The Board may create and dissolve such other standing and
ad hoc committees, taskforces and work groups (collectively, "committees') as necessary to its
operations. Such committees may but are not required to include, without limitation, a cataloging
committee, a circulation committee an infouiiation technology committee and a marketing
committee. Committees shall consist of individuals from at least three (3) different Member
Libraries and contain at least one (1) Board Member. The Administrator shall be the liaison
between the committees and the Board.
2.10 Meetings and Actions of Committees. Lynx committee meetings shall be
conducted pursuant to the Open Meetings Law, Title 74, Chapter 2, Idaho Code.
ARTICLE III
MISCELLANEOUS PROVISIONS
3.1 Board Member Conflict of Interest. Any Board Member who has an interest in
a contract or other transaction (other than as an employee of a Member Library) presented to the
Board or to a committee thereof for authorization, approval, or ratification shall make a prompt
and full disclosure of their interest to the Board or committee prior to its acting on such contract
or transaction. Such disclosure shall include any relevant and material facts known to such
person about the contract or transaction that might reasonably be construed to be averse to the
interests of Lynx.
No Board Member shall cast a vote on any matter which has a direct bearing on services
to be provided by that Board Member or any organization which such Board Member represents
(other than the Board Member's Member Library) or which such Board Member has an
ownership interest or is otherwise interested or affiliated, which would directly or indirectly
financially benefit such Board Member.
3.2 Books and Records. The books of account, payment records, minutes of meetings
of the Board, copies of the Joint Powers Agreement, these Bylaws, and any other documents
relating to the operation of Lynx shall be made available for inspection and copying by the Board
Bylaws of Lynx — page 6
03 681.0010.15739308.7
Members and the Member Libraries, or by a duly appointed representative thereof, at any
reasonable time and for a purpose reasonably related to the requesting party's interest in the
Board or operations of Lynx, at such place as the Board may prescribe. Such inspection must
take place on weekdays during normal business hours.
3.3 Delegation. The Board may authorize any Officer, employee or agent of Lynx to
enter into any contract or execute and deliver any instrument in the name of and on behalf of
Lynx, such authority may be general or confined to specific instances.
3.4 Responsibilities of Member Libraries.
A. Each Member Library shall conform to the standards and terms governing
membership in Lynx as set forth in these Bylaws, the Joint Poweis Agreement, and as may be
further established by the Board If any Member Libraiy shall fail to conform to such standards,
the Administrator shall investigate such failure and report the Administratoi s findings to the
Executive Committee, which will then decide whether to refer the findings to the Board for such
action as the Board may determine to be appropriate pursuant to Subsection B below.
B. If the Board determines that a Member Library has failed to comply with
these Bylaws, the Joint Powers Agreement, or any rule, regulation, or procedure of Lynx
1. Such Member Library shall be given a written notice from the
Board requesting compliance. At the written request of the Member Library, the Executive
Committee will meet with such Member Library to discuss the failure to comply and the
corrective action needed for compliance;
2. Unless the Member Library has taken all required corrective action
within the time period set forth in said written notice, or, if a meeting with the Executive
Committee was requested, within the time period imposed by the Executive Committee after
such meeting, the Board may, upon the affirmative vote of seventy-five percent (75%) of all
Board Members, suspend the active membership status of the Membei Library and thereby deny
services and database access to such Membei Library until the required corrective action is
taken. Suspension shall not relieve the Member Library from any of its obligations under the
Joint Powers Agreement and these Bylaws, including the obligation to make financial payments
to the Lynx Library Consortium;
3. If the suspended Member Library fails to take the required
corrective action within ninety (90) days after such suspension and termination of services, the
Board may pursue any remedies available to it pursuant to the Joint Powers Agreement and
under law. This specifically includes, without limitation, commencement of expulsion
proceedings and / or legal proceedings.
3.5 Recusal of Board Member. No Board Member shall vote on any matter relating
to the suspension, expulsion or removal of the Board Member or the Member Library
represented by the Board Member.
3.6 Insurance. The Board may utilize Lynx assets to purchase insurance providing
Bylaws of Lynx — page 7
03681.0010.15739308.7
fiduciary liability coverage and/or errors and omissions coverage for the Board, Board Members,
and Lynx in connection with the administration and operation of their respective duties.
3.7 Amendment. These Bylaws may be amended from time to time by the
affirmative vote of seventy-five percent (75%) of all Board Members as further set forth in
Section 2.4 of the Joint Powers Agreement
3.8 Construction.
A. If there is any conflict between the provisions of these Bylaws and the
Joint Powers Agreement, the provisions of the Joint Powers Agreement shall govern
B. Should any of the provisions or portions of these Bylaws be held
unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws
shall be unaffected by such holding.
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Bylaws of Lynx — page 8
03681.0010.1573 9308.7
Schedule 1
Initial Board Members
Ada County Free Library District, DBA Ada Community Library: Mary DeWalt
Boise Public Library: Jessica Dorr
Caldwell Public Library• Lacey Forst
Eagle Public Library: Steve Bumgarner
Emmett Public Library• Alyce Kelley
Garden City Public Library• Lindsey Pettyjohn
Kuna Library District: Tam Svedin
Meridian Free Library District, DBA Meridian Library District: Nick Grove
Mountain Home Public Library: Shasta Hochstrasser
Nampa Public Library: Claire Connley
Twin Falls Public Library: Tara Bartley
Schedule 1 to Bylaws of Lynx
03681.0010.1573 9308.7
EXHIBIT B
Lynx Membership Standards
Each Member Library shall continually meet the following membership standards:
1. Library Director The Member Library must have a dedicated library director
with the time and expertise to oversee the Member Library as well as participate in Lynx
administration and governance efforts. Attendance at Lynx Board meetings is required by either
the library director or qualified designee
2. Cataloging: The Member Library must have a designated cataloging function
with dedicated, qualified staff who have time and resources to oversee cataloging for the
Member Library as well as to participate in cooperative Lynx efforts.
3. Cii culation: The Member Library must have a designated circulation function
with dedicated, qualified staff who have time and resources to oversee circulation for the
Member Library as well as to participate in cooperative Lynx efforts.
4. Information Technology: The Member Library must have qualified, dedicated IT
staff or regular, timely access to outside IT expertise to meet ongoing administrative needs for
Lynx participation as well as to participate in cooperative Lynx efforts.
5. Internet: The Member Library must have sufficient, dedicated broadband internet
access to run all Lynx applications and services for staff and the public.
6. Hours: The Member Libiary must have sufficient hours to support courier drop
off and pick up and to be open for the public to circulate materials.
7. Size: The Member Library must have sufficient space in its building(s) to sort,
process, and store materials from Member Libraries as well as to make held materials available
for users.
8. Courier: The Member Libiary must be geographically located in Idaho close
enough to other Members Libraries that expanding courier service will be logistically and
financially feasible.
9. Strategic Planning: The Member Library must periodically undertake a process to
set strategic direction for its programs, services and facilities. Strategic plans will be timebound,
involve community input, and be approved by the governing board of the Member Library
10. Materials: The Member Library must have ongoing funding to continually add
new and relevant collections and to purchase materials in quantities that will enable the Member
Library to meet demand from its users.
Lynx Joint Powers Agreement — Exhibit B
03681.0010.15726070.8
EXHIBIT C
Excessive Use Compensation
1. When a Member Library provides excessive in -person lending service to another Member
Library's constituents, the lending Member Library may be entitled to compensation as set
forth in this Exhibit C. The compensation threshold occurs once the number of annual
transactions from the constituents of another single Member Library meets o1 exceeds fifty
percent (50%) of the annual transactions of the lending Member Library's own constituents
Annual transactions shall represent a full calendar year.
2 Each January, the Administrator (or such other person as appointed by the Lynx Board) shall
compile a statistical report of transactions (excluding renewals) that occurred between January
and December of the year prior, and the Lynx Board shall appoint three (3) Board Members to
a compensation team (the "Compensation Team") to determine if the excessive use threshold
has been met for any Member Libraries under the Lynx Joint Powers Agreement and this
Exhibit C.
3. The Compensation Team will use the statistical report to determine if the annual transactions
from the constituents of another single Member Library meets or exceeds fifty percent (50%)
of the annual transactions of a lending Member Library's own constituents. The
Compensation Team shall distribute its findings to each Board Member by March of each
year, indicating whether a Member Library owes another Member Library.
4. Compensation shall then be determined between the two affected Member Libraries.
Compensation shall be based on usage, historical payments, and increased growth If the two
affected Member Libraries cannot agree on compensation, the Board will form a committee of
three (3) Board Members to settle the dispute or reach a resolution no later than July 1 of such
year.
5. A Member Library seeking compensation may elect, at its discretion, in -kind compensation in
lieu of cash.
6. Compensation agreements are bilateral agreements between the two affected Member
Libraries and require the signature and approval of the governing bodies of such Member
Libraries The bilateral compensation agreement shall identify and set forth the issue or issues
involved in the compensation as well as the amounts, types, and dates of compensation.
Nothing in a compensation agreement shall modify the Lynx Joint Powers Agreement.
7. Member Libraries are responsible for their respective local budgeting, local government
policy/procedure resolutions and disputes, bilateral compensation resolutions/agreements and
accounts payable/receivable.
Lynx Joint Powers Agreement — Exhibit C
03681.0010.15726070.8