Agreement for Joint Cooperative Action

View PDF (Filed 10/20/1999)

THIS AGREEMENT FOR JOINT COOPERATIVE ACTION is executed by and between the public agencies participating in the Central Arkansas Library System (the “Corporation”), as listed immediately below (the “Public Agencies”):

City of Little Rock, Arkansas, acting by and through its Mayor and Board of Directors;
City of Jacksonville, Arkansas, acting by and through its Mayor and Aldermen;
City of Maumelle, Arkansas, acting by and through its Mayor and Board of Directors;
City of Sherwood, Arkansas, acting by and through its Mayor and Aldermen;
Pulaski County, Arkansas, acting by and through its Quorum Court; and
Perry County, Arkansas, acting by and through its Quorum Court;

by attaching hereto certified copies of the ordinance, resolution or other action of each Public Agency, evidencing approval of this Agreement by the governing body of each Public Agency, all in compliance with the laws of the State of Arkansas, particularly the Interlocal Cooperation Act, Chapter 20 of Title 25 of the Arkansas Code Annotated of 1987, as amended (codified as A.C.A. §§ 25-20-101 et. seq., the “Act”).

The Public Agencies do hereby certify and agree as follows:

1. Duration

The duration of Central Arkansas Library System as a public body corporate and politic shall be perpetual, or until the Public Agencies elect to terminate it pursuant to A.C.A. § 25-20-207 and Section 6 of this Agreement.

2. Organization

Agreement. No separate legal entity is being created by this However, a public body corporate and politic was created by the Public Agencies submitting and to the Arkansas Secretary of State an Application to Create a Public Body Corporate a Certificate Politic pursuant to A.C.A. §§ 25-20-201 et. seq., and said Application has been approved and under of Incorporation issued and recorded, creating a public body corporate and politic Library the name “Central Arkansas Library System.” The precise organization of Central Arkansas System is set forth in said Application.

3. Powers

This Corporation shall have all powers, privileges, authority and rights conferred by the laws of the State of Arkansas on each of the Public Agencies and all powers and rights incidental to carrying out the purposes for which this Corporation is formed, except such as are inconsistent with the express provisions of the Act under which this Corporation is created, and the enumeration of the purposes shall not be held to limit or restrict in any manner the general powers conferred on this Corporation by the laws of the State of Arkansas. Such powers shall include but not be limited to the power to have perpetual succession; maintain such office(s) as it may deem appropriate; execute and perform contracts; apply for and receive permits, licenses, certificates, and approvals as may be necessary, and construct, maintain, and operate facilities in accordance therewith; employ the services of professionals; purchase insurance; purchase, receive, own, hold, improve, use, lease, sell, convey, exchange, transfer, assign, mortgage, pledge, or otherwise acquire, dispose of, or deal with, real or personal property or any legal or equitable interest therein in its own name; apply for, receive, and use loans, grants, taxes, donations, and contributions from any public agency or other lawful source, including any taxes levied pursuant to any authority granted by the Arkansas Constitution or statutes, and amendments thereto, and any proceeds from the sale of bonds; acquire by the exercise of the power of eminent domain any real property which it may deem necessary for its purposes, in the manner prescribed in Arkansas Code 18-15-1202-1207 or in the manner provided by any other statutory provisions for the exercise of the power of eminent domain; and do any and all other acts and things necessary, convenient, or desirable to carry out the purposes and exercise the powers granted to public bodies corporate and politic by the Act. Notwithstanding any provision of State law other than the Act, or any ordinance, resolution or other action of any Public Agency to the contrary, none of the powers granted to this Corporation in the Act hereunder shall be subject to the further supervision or regulation, or require the further approval or consent of, any Public Agency.

4. Purposes

This Corporation was created for the purpose of constructing, operating and maintaining a public library system for the central Arkansas area which will offer library services to the public within the communities of each of the Public Agencies, allowing the Public Agencies to make the most efficient use of their powers, resources and facilities to serve their local communities to the fullest extent practical and possible; to establish a cooperative collection of books and related materials; to provide and improve rotation of books throughout a wider area; to eliminate unnecessary duplications of functions, facilities and assets; to take advantage of bulk discounts and purchase economics; and to provide for the addition of other participating public agencies to the system, all for the mutual advantage of the Public Agencies in their efforts to meet the needs of their local communities.

5. Financing/Budget

Funds for the Corporation come from the following sources:

  1. Operational and bond millages approved by the voters in the Public Agencies in accordance with Amendment 72 to the Arkansas Constitution, and subsequent enabling legislation. Current levies are: Operational: City of Little Rock, 1.9 mils Pulaski County, 1.6 mils Perry County, 1 mil City of Maumelle, 0 mils City of Jacksonville, 0 mils City of Sherwood, 0 mils Capital Improvements (Bonded Indebtedness): City of Little Rock, 2 mils City of Maumelle, 2 mils
  2. State Aid formula distribution;
  3. Fees and fines collected by the Corporation; and
  4. Endowment Fund earnings and gifts.

The Executive Director shall submit a budget to the Board of Directors for approval. The Board of Directors shall have final approval of all budgets, and shall fix the number and salaries of all employees of the Corporation.

6. Withdrawal/Dissolution/Disposition of Property

  1. If any Public Agency wishes to withdraw from the Corporation, the governing body of that Public Agency shall, by ordinance, resolution or otherwise pursuant to law of the governing body, determine that it is in the best interest of the Public Agency to withdraw from the Corporation, and give notice thereof to all Directors of the Corporation and to the mayor, county judge or other chief executive of the governing body of each of the other Public Agencies, and each such governing body shall have ninety (90) days in which to determine, by ordinance, resolution or otherwise pursuant to law of the governing body, whether to dissolve the Corporation or continue without the withdrawing Public Agency. The notice of withdrawal shall become effective upon the earlier of the date each Public Agency participating in the Corporation makes its determination as aforesaid, or the expiration of ninety (90) days. Any Public Agency withdrawing from the Corporation may reestablish its own library facility and governing body, as provided by law. In the event of withdrawal, the Corporation Board of Directors (including the Director(s) representing the withdrawing Public Agency) shall, after paying or making provision for the payment of all liabilities of the Corporation, determine the net assets added to the Corporation during that Public Agency’s period of participation and the pro rata portion of those net assets fairly attributable to that Public Agency, and return same to the withdrawing Public Agency, together with any fixed assets, title to which had been transferred to the Corporation. In the event one or more of the Cities of Jacksonville, Maumelle, and Sherwood withdraws from the Corporation, if such Public Agency then or later operates a library independently and passes a millage to support said library, such that the monies contributed by Pulaski County based on its 1.6 mills assessment is reduced, then Pulaski County shall lose the position(s) on the Board of Directors which is dedicated to the withdrawing City(ies).
  2. Весause this Corporation is organized asas a public body corporate and politic with perpetual existence, the undersigned do not anticipate the dissolution of the Corporation. However, if the Corporation should ever be dissolved, then upon the dissolution of the Corporation the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, determine the net assets added to the Corporation during each Public Agency’s period of participation and the pro rata portion of those net assets fairly attributable to each Public Agency, and return same to each Public Agency, together with any fixed assets, title to which had been transferred to the Corporation, and any articles of dissolution adopted by the Corporation shall so provide. Any of such assets not so disposed of shall be disposed of by the Chancery Court of the county in which the principal office of the Corporation is located, exclusively to such Public Agencies as said Court shall determine.
  3. For so long as the Cities of Jacksonville, Maumelle and Sherwood directly contribute no operational monies to the Corporation, they shall not be entitled to credit, upon withdrawal from or dissolution of the Corporation, for any percentage of monies contributed by Pulaski County, those monies having been dedicated to library purposes prior to the date on which said Public Agencies began participating in the Corporation. The foregoing shall not affect such a Public Agency’s right to have any fixed asset donated to the Corporation by that Public Agency or constructed with capital improvement monies contributed directly by that Public Agency to the Corporation returned to it upon withdrawal from or dissolution of the Corporation.
  4. When determining the net assets added to the Corporation during a Public Agency’s period of participation and the pro rata portion of those net assets fairly attributable to that Public Agency upon its withdrawal in accordance with subsection 6.A above, eighty percent (80%) of all costs incurred in connection with that Public Agency’s heating, ventilation and air conditioning equipment, floor coverings, roofs, and major additions and renovations, if the Public Agency had conveyed its real property to the Corporation, and twenty percent (20%) of all such costs if the Public Agency had not conveyed its real property to the Corporation, which have not been, or would not have been in accordance with generally accepted accounting practices, depreciated as of the date of withdrawal, may be considered as an expense of the Corporation attributable to that Public Agency and set off against the assets added to the Corporation during that Public Agency’s period of participation in the Corporation for the purpose of determining net assets.

7. Acquisition and Maintenance of Property

  • Personal Property. Each Public Agency shall, within forty-five (45) days after the effective date hereof, convey and transfer to the Corporation title to all personal property owned by it in association with its library, including but not limited to any and all books, audio visual materials, maps, manuscripts, photographs, periodicals, furnishings, vehicles, equipment, and other like assets. Title to all like personal property purchased, received by gift, or otherwise acquired by the Corporation or by any Public Agency for library purposes during the term of this Agreement shall be conveyed and transferred to the Corporation within forty-five (45) days after receipt thereof. Such conveyance shall be absolute and without restrictions or conditions, and the Corporation shall provide all maintenance, repairs and upkeep for such personal property for so long as it is owned by the Corporation, including keeping all such personal property insured against hazards. The Corporation may manage, inventory, index, update, lend, lease, exchange, improve, pledge, assign, sell or otherwise dispose of or deal with such personal property if it is in the best interest of the Corporation; provided, however, that the Corporation must provide comparable library services within the city limits of each city Public Agency and within the geographical boundaries of each county Public Agency.
  • Real Property. Each Public Agency may elect whether to convey and transfer to the Corporation title to its real property used for library purposes.

If a Public Agency elects to convey and transfer such real property to the Corporation, such conveyance shall be absolute and without restrictions or conditions, and the Corporation shall provide all maintenance, repairs and upkeep for such real property for so long as it is owned by the Corporation, including utilities, telecommunications systems, housekeeping and grounds keeping services, and keep all improvements thereon insured against hazards. The Corporation may sell, lease, exchange, improve, mortgage, pledge, assign, or otherwise deal with such real property if it is in the best interest of the Corporation; provided, however, that the Corporation must provide comparable library services within the city limits of each city Public Agency and within the geographical boundaries of each county Public Agency.

If a Public Agency does not elect to convey and transfer such real property to the Corporation, then that Public Agency hereby agrees to provide utilities and telecommunications systems (except computers), housekeeping and grounds keeping services, routine repairs including but not limited to minor painting, plumbing, electrical and roofing services, and keep all improvements thereon insured against hazards. The City of Little Rock provides for these services by levying an additional .3 mil on its citizens; the remaining Public Agencies agree to provide these services from their regular operating budgets if they elect to retain title to their real property. Repair, replacement and improvement costs on heating, ventilation and air conditioning equipment, floor coverings, roofs, and major additions and renovations shall be on a shared basis, with the Corporation paying 20% of such costs and the applicable Public Agency paying 80%. This shared payment plan becomes operable when the costs of repairs and/or replacements and/or improvements exceed 50¢ per square foot of conditioned space in the respective building, with the per square foot amount being indexed to the annual rate of inflation beginning on January 1, 1996.

The Corporation agrees to repair, keep and maintain the real property owned by it in a clean, sanitary, attractive, first class condition, normal wear and tear accepted, and each Public Agency which retains title to its real property agrees to do the same. In the event a Public Agency fails to so repair, keep and maintain its real property, the Corporation may give that Public Agency written notice of such failure, noting specifically the defects, and the Public Agency shall correct those defects and any others reasonably related thereto within thirty (30) days of receipt of that notice. If the Public Agency fails to so correct the defects, the Corporation may refuse to provide library services to that Public Agency unless and until necessary repairs are made or cleaning or other corrective action is taken.

8. Additional Public Agencies

Additional cities and counties may participate as Public Agencies in the Central Arkansas Library System upon obtaining the consent of all then participating Public Agencies and upon agreeing to abide by the same conditions of participation, including but not limited to having representation on the Board of Directors and service provided within the jurisdiction of each participating Public Agency.

9. Construction

accomplish its intent and purposes.

10. Effective Date

This Agreement for Joint Cooperative Action shall become effective on September 1, 1999 provided that, prior to said date, the Arkansas Secretary of State has issued a Certificate of Incorporation for Central Arkansas Library System; and this Agreement has been approved by ordinance, resolution or other appropriate action of each Public Agency and executed pursuant to said authority; the Attorney General of the State of Arkansas has either approved it or failed to disapprove it; and it has been filed with the County Clerks of Pulaski and Perry Counties and the Arkansas Secretary of State. Otherwise, it shall become effective on the date the last of the above specified acts shall have been accomplished.