HomeMy WebLinkAboutCC Resolution 12279 (MarinMap JPA)RESOLUTION NO. 12279
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
SAN RAFAEL AUTHORIZING THE MAYOR TO EXECUTE
THE TERMINATION OF JOINT EXERCISE OF POWERS
AGREEMENT, AND TO EXECUTE THE NEW JOINT
EXERCISE OF POWERS AGREEMENT II RELATING TO
THE MARINMAP PROJECT
WHEREAS, the City of San Rafael has been a member since October 26, 2002 of the
Joint Exercise of Powers Agreement relating to the MarinMap Project, which project has been
administered by the Marin Telecommunications Agency (MTA); and
WHEREAS, there is a desire to transfer the administrative functions for the MarinMap
Project to the Marin General Services Authority (MGSA); and
WHEREAS, it has been determined to be advantageous to terminate the existing Joint
Exercise of Powers Agreement and to enter into a new Joint Exercise of Powers Agreement II
relating to the MarinMap Project in order to transfer the administrative functions for the
MarinMap Project to the MGSA.
NOW, THEREFORE, BE IT RESOLVED that the Council of the City of San Rafael
hereby authorizes the Mayor to execute the Termination of Joint Exercise of Powers Agreement
attached hereto as Exhibit "I", and to execute the new Joint Exercise of Powers Agreement II
relating to the MarinMap Project attached hereto as Exhibit "II".
I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a special meeting of the
Council of said City on the 20th day of June, 2007 by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips and Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
G - Pme4 4&'Ce , P.:Yk .
JEANNE M. LEONCINI, City Clerk
TERMINATION OF JOINT EXERCISE OF POWERS AGREEMENT
This Termination of Joint Exercise of Powers Agreement ("Termination") is
entered into as of , 2007, and is made by and among the Marin
Telecommunications Agency, the County of Marin, the Cities of Belvedere, Mill Valley,
Novato, San Rafael and Sausalito, the Towns of Corte Madera, Fairfax, Larkspur, Ross,
San Anselmo, and Tiburon, the Marin Municipal Water District, the Marin Local Agency
Formation Commission (the "Member Agencies").
RECITALS
A. The Member Agencies entered into that certain Joint Exercise of Powers
Agreement as of October 26, 2002 (as it may have been amended by the parties from
time to time, the "Agreement"). All capitalized terms used herein without definition shall
have the same meanings assigned to them in the Agreement.
B. In light of the fact that the MarinMap program will be administered by the
Marin General Services Authority ("MGSA"), pursuant to an agreement among the
Member Agencies and MGSA, the Member Agencies have decided that the Agreement is
no longer necessary.
C. The Member Agencies wish to terminate the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
AGREEMENT
1. Termination of Agreement. The Agreement shall terminate on the
later of (i) , 2007, or (ii) the date on which the disposition of funds under
Section 6.07 of the Agreement has been completed.
IN WITNESS WHEREOF, the parties hereto have caused this
Termination to be executed and attested by their proper officers thereunto duly authorized
as of the date shown below.
Date: , 2007 MARIN TELECOMMUNICATIONS
AGENCY
By:____
Chairperson
ATTEST: By: 111. �ccc-w.
*tyTl e r k
Jeanne M. Leoncini
COUNTY OF MARIN
By:
President of the Board of Supervisors
CITY OF BELVEDERE
By:
Mayor
CITY OF MILL VALLEY
By:
Mayor
CITY OF NOVATO
ml
Mayor
CITY OF SAN RAFAEL
By:Ao�
Ma ALBERT J. BORO
CITY OF SAUSALITO
By:
Mayor
TOWN OF CORTE MADERA
By:
Mayor
TOWN OF FAIRFAX
By:
Mayor
TOWN OF LARKSPUR
By:
Mayor
2
TOWN OF ROSS
By:
Mayor
TOWN OF SAN ANSELMO
By:
Mayor
TOWN OF TIBURON
By:
Mayor
MARIN MUNICIPAL WATER DISTRICT
By:
President of the Board of Directors
MARIN LOCAL AGENCY
FORMATION COMMISSION
By:
Chairperson
NOVATO SANITARY DISTRICT
By:
President of the Board of Directors
F-Aibi f T
JOINT EXERCISE OF POWERS AGREEMENT II
Relating to the
MARINMAP PROJECT
JOINT EXERCISE OF POWERS AGREEMENT
This Joint Exercise of Powers Agreement is dated as of , 2007, and is
made by and among the Marin General Services Authority, the Marin
Telecommunications Agency, the County of Marin, the Cities of Belvedere, Mill Valley,
Novato, San Rafael and Sausalito, the Towns of Corte Madera, Fairfax, Larkspur, Ross,
San Anselmo, and Tiburon, the Novato Sanitary District, the Tamalpais Community
Services District, the Marin Municipal Water District, the Marin Local Agency
Formation Commission and such other Local Agencies within the County of Mann as
may later become signatories (the "Member Agencies").
RECITALS
A. The Joint Powers Act, Government Code §6500 et seq., provides that
public agencies by agreement may jointly exercise any power common to them.
B. The parties are "public agencies" within the meaning of that term under
Government Code §6502 of the Joint Powers Act and possess in common the power to
develop and maintain mapping and other informational data to meet the informational
needs of the public and each of the Member Agencies.
C. The parties desire to enter into this Agreement in furtherance of the Joint
Powers Act.
D. It is the desire of the parties to this Agreement to create a system for
meeting the information needs of the public and the Member Agencies and have the
Agreement administered by the Marin General Services Authority.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions. As used herein, the following terms shall have the
meaning ascribed thereto, unless the context requires otherwise.
"Aueement" means this Joint Exercise of Powers Agreement II.
"Centerline Files" or "TIGER Street Centerline Files" means a graphic
representation of streets as line segments obtained from the U.S. Geological Service via
the Census Bureau. Each graphic line segment has attribute information such as street
name, address range (left and right), zip code and type of street. This data is valuable to
local agencies for such uses as preparing emergency evacuation notifications, creating
fire department "run books" or other uses, which involve linking information to a street
address. TIGER stands for "Topologically Integrated Geographically Encoding and
Referencing."
"County' means the County of Marin.
"Data Licensing Agreements" means the form of agreement approved by the
Steering Committee for use by Member Agencies in releasing any Mapping Data.
"Executive Sub -Committee" means the subcommittee established pursuant to
Section 5.02.
"Geographic Information Svstem" means a computerized database management
system for the capture, storage, retrieval, analysis, and display of spatially (locationally-
defined) data.
"Joint Powers Act" means Chapter 5 of Division 7 of Title 1 of the Government
Code of the State, as amended from time to time.
"Layer" means a method of categorizing digital data in an automated system.
Generally, layers can be collected, viewed and manipulated separately, but are related to
each other through a common database or through common control coordinates.
"Local Agency" has the meaning set forth in Section 53600 of the Government
Code of the State, as amended from time to time. "Local Agency" also includes the
MGSA, MTA, and any other joint powers agency whose membership includes local
agencies located within Marin County.
"Mapping Data" means mapping databases, which include, but are not limited to,
digital and electronic map data, map data documented in traditional methods (e.g. hand
copy) and other associated information.
"MarinMap" or "MarinMap Proiect" means the project described in Article II.
"Metadata" means data about the content, quality, conditions, and other
characteristics of data.
"Member Agency" means each of the original signatories to this Agreement and
any Local Agency, which hereafter becomes a signatory to this Agreement pursuant to
Section 6.12.
"MGSA" means the Marin General Services Authority.
"MTA" means the Marin Telecommunications Agency.
"Orthophoto Map" means a map that appears as a photographic image, which
actually re -combines many small pieces of an aerial photograph, each of which has been
adjusted in its location on the final print to accurately depict its true location.
"Shared Data Warehouse" means a computer file server which stores spatial and
attribute data in a relational database and, perhaps, graphic formats to be available for
query by a personal computer with appropriate software.
"State" means the State of California.
"Steering Committee" means the committee established pursuant to Section 5.01.
-3-
ARTICLE II
THE MARINMAP PROJECT
Section 2.01. Puroose of Agreement. The purpose of this Agreement is to
coordinate the development of a shared Geographic Information System to meet the
informational needs of the public and each Member Agency in a cost-effective and
efficient manner. Such undertaking shall be known as the "MarinMap Project."
Section 2.02. Governing Principles. The following governing principles will
enable the MarinMap Project to implement its mission:
(a) Each member agency will share Mapping Data it has created, or
owns, with the present and future participants in MarinMap for their
own use.
(b) If Mapping Data owned by a Member Agency is part of a value-added
product from which revenues are received by MarinMap, the Member
Agency will be compensated on a proportional basis according to the
Member Agency's data contribution. MarinMap also will receive a
portion of all revenues received by the MarinMap Project. The
proportional shares of revenue will be determined by the MarinMap
Executive Sub -Committee in accordance with the revenue sharing
formula approved by the MGSA Board of Directors.
(c) Restrictions on reproduction and disclaimers concerning accuracy
(licensing or copyrights) as well as the identity of the Mapping Data's
owner will be attached to the owned Mapping Data either in digital or
hard copy form and as part of the data dictionary of Metadata.
(d) Mapping Data, as specified by the Steering Committee, will be
published on the Internet for the public's use.
(e) In general, each Member Agency will receive revenues from the
production of value-added products according to its data contribution
to the product from which revenues are derived by MarinMap.
(f) Owners of Mapping Data will be responsible for ensuring that
Mapping Data is updated regularly so that it maintains its value.
Standards for Mapping Data maintenance established by the Steering
Committee will vary according to data layer and will change to keep
pace with development or other changes.
Section 2.03. Goals and Obiectives. The Goals of the MarinMap Project are to:
(a) Provide improved customer service to customers seeking
geographical information;
(b) Reduce the cost of service to taxpayers and ratepayers;
-4-
(c) Improve infrastructure maintenance;
(d) Enhance emergency response and disaster planning;
(e) Reduce negative environmental impacts and manage natural
resources;
(f) Provide the opportunity for better decision-making; and
(g) Encourage cooperation among public agencies, reducing
redundancies, improving efficiency and minimizing conflicts.
The Objectives of the MarinMap Project are to:
(a) Create a system to collect and distribute geographical information;
(b) Maintain the integrity of the geographical information;
(c) Provide enhanced access to geographical data to public agencies and
the public;
(d) Develop an equitable means to share Geographic Information System
costs;
(e) Establish the exchange of information between participating agencies;
(f) Create a database to support management of infrastructure
maintenance and construction;
(g) Provide a comprehensive and coordinated database to enhance
emergency response and disaster planning;
(h) Develop a natural resources database to facilitate analysis of
environmental impacts and understanding of ecological
interrelationships;
(i) Reduce the cost of Geographic Information System development
among Member Agencies by obtaining discounted prices on computer
software and hardware and by implementing joint initiatives for
development of Mapping Data of common interest to the Member
Agencies; and
(j) Reduce the cost of Geographic Information System database
development and maintenance by facilitating Mapping Data sharing
and database maintenance between Member Agencies through a
network linking Member Agencies and creating a Shared Data
Warehouse for the maintenance of Mapping Data of common interest
to the Member Agencies.
-5-
Section 2.04. Strategic Initiatives. The MarinMap Project will create a
cooperative regional database. An initial framework for the cooperative database
development includes the following:
(a) Orthophoto Map Laver. Development and regular updating of digital
Orthophoto Maps.
(b) Rectified Parcel Map Laver. Development of an inventory and
description of parcels from the certified tax rolls of the County
Appraiser's Office and from individual local agencies with
enhancements of such data.
(c) Centerline Data Files. Centerline Data Files aligned with digital
orthophotography enhancement and maintenance of the 1999 Census
TIGER Files, by improving coordinate accuracy -using street
Centerline Data Files.
ARTICLE III
ADMINISTRATION OF THE AGREEMENT
Section 3.01. MGSA to Administer Agreement. The MGSA shall administer this
Agreement, and shall exercise in the manner herein provided the powers common to the
Member Agencies and necessary to the accomplishment of the purposes of this
Agreement, subject to the restrictions set forth in Section 3.02.
Section 3.02. Restrictions on Exercise of Powers. Such powers shall be exercised
in the manner provided in the Joint Powers Act and shall be subject (in accordance with
Section 6509 of the Joint Powers Act) to the restrictions upon the manner of exercising
such powers that are imposed upon County of Marin in the exercise of similar powers.
Section 3.03. Specific Services. The MGSA will oversee the implementation of
the MarinMap Project in accordance with Article II and will ensure that the following
minimum specific services are implemented:
(a) Implementation of a shared Geographic Information Service that is
available to all Member Agencies via the internet and a virtual private
network.
(b) Conduct a training program for Members Agencies in the use of
MarinMap data.
(c) Completion of a "Capital Improvement Posting" program which will
post planned capital improvements on the MarinMap web site in order
to improve the coordination of construction within the public rights of
way, decrease traffic impediments and decrease the need to trench or
execute newly paved streets.
-6-
(d) Provide access to TIGER Street Centerline Files, which provide
address data and other data attributable to a street system.
(e) Provide the means for Member Agencies to automatically produce
owner addresses for properties within a specified radius of a proposed
project, which will avoid the time consuming, and often inaccurate
process of sorting through paper parcel maps.
(f) Enhance the public's access to useful mapped data via a MarinMap
Website. The website will allow certain maps to be viewed or
downloaded by the public. The public can use the information to
create maps of their neighborhood, to obtain information concerning
property lines and property values or to access data concerning
planned capital improvement projects.
In addition, upon the recommendation of the Steering Committee, the MGSA may
perform additional MarinMap projects such as:
(a) Mapping and publication via the internet of Marin County creeks to
improve watershed and creek management, flood control information
and environmental information.
(b) Mapping and publication via the internet of the spread of "Tan Oak
Disease" and public information concerning the control of the disease.
(c) Mapping and publication via the internet of epidemiology data from
the County Department of Health and Human Services including
information concerning breast cancer.
(d) Other projects approved by the Steering Committee.
Section 3.04. Compensation. In consideration for the services to be performed by
the MGSA, the MGSA Board of Directors shall establish an annual fee or fee schedule,
not to exceed $10,000 per Member Agency. Such fees, as determined by the MGSA
Board, will be paid by each Member Agency on or before July 1 of each year while this
Agreement is in effect.
ARTICLE IV
MEMBERSHIP
Section 4.01. Benefits of Membership. By participating in the MarinMap
Project, a Member Agency:
(a) May download to a local computer Mapping Data stored in the Shared
Data Warehouse, pursuant to the terms and conditions of this
Agreement.
-7-
(b) Will receive any software or hardware discounts obtained by the
MarinMap Project.
(c) Will share in the proceeds from the production of value-added
products, pursuant to the terms of this Agreement.
(d) Will abide by the rules established to protect the organizations
generating and maintaining original Mapping Data. To protect the
viability of the Mapping Data sharing, Member Agencies agree to
refrain from re -marketing Mapping Data obtained through the
MarinMap Project. The two points of Mapping Data dissemination
will be the Member Agency from which the Mapping Data originates
and the MarinMap Project through the Shared Data Warehouse.
Section 4.02. Obligations of Member Agencies. Membership in the MarinMap
Project obligates Member Agencies to:
(a) Exchange Mapping Data pursuant to the terms of this Agreement.
Each Member Agency shall exchange, at a minimum, the Mapping
Data, as described in Exhibit A attached hereto and incorporated
herein by reference, with other Member Agencies.
(b) Provide regular updates of Mapping Data, including but not limited to
Mapping Data listed on Exhibit A maintained by the Member Agency
on a regular and timely basis to the Shared Data Warehouse, provide
sufficient documentation to make the Mapping Data generally useful,
and provide adequate staff support to ensure that the Mapping Data is
efficiently and accurately loaded. A Member Agency is not
responsible for updating Mapping Data owned or created by another
Member Agency or a Local Agency who is not a member but is
contributing Mapping Data to the MarinMap Project.
(c) Establish and maintain a means to efficiently manage the uploading
and downloading of Mapping Data. Several means are available and
the specific option used will depend upon the volume and frequency
of data transfer as well as the location of the Member Agency.
Establishment of an electronic communications link is encouraged
and would give the Member Agency access to e-mail and high-speed
file transfer capabilities.
(d) Support the administration of the MarinMap Project through
participation in committees established by the Steering Committee or
Executive Sub -Committee and by providing staff to implement the
objectives of the MarinMap Project.
(e) Abide by the rules established to protect the organizations generating
and maintaining original Mapping Data. To protect the viability of
the Mapping Data sharing, Member Agencies agree to refrain from
remarketing Mapping Data obtained through the MarinMap Project.
The two points of Mapping Data dissemination for sale would be the
Member Agency from which the Mapping Data originates and the
MarinMap Project through the Shared Data Warehouse.
(f) Utilize the Data Licensing Agreements, which apply, to any
contributed or created data prior to the release of any Mapping Data.
Section 4.03. Shariniz of Data. It is recognized that the Member Agencies are
engaged in projects to create and maintain Mapping Data that will be of common interest.
Exhibit A is a listing of the minimum Mapping Data that each Member agency shall
share as a part of this project.
(a) Each Member Agency agrees to exchange with the MGSA and the
other Member Agencies its Mapping Data as described in Exhibit A
and in accordance with the terms and conditions of this Agreement
and any rules or standards established by the Steering Committee or
the MGSA. In addition:
(1) Each Member Agency agrees to make available to the other
Member Agencies any updates, additions, and revisions of the
Mapping Data, which may be compiled in the future.
(2) Each Member Agency agrees to provide for the continuous
maintenance of its own Mapping Data.
(3) Each Member Agency agrees to develop mapping and
database standards that will facilitate the exchange of
Mapping Data.
(4) Each Member Agency agrees that the exchanges of Mapping
Data pursuant to this Agreement are of equal value.
(b) Any Mapping Data that is exchanged among the Member Agencies
shall be used only for their internal purposes, or those of their
designated agents. The database may not be sold or given to third
parties unless explicitly agreed to under a separate agreement or as
established by the MarinMap Steering Committee.
(c) The exchange of Mapping Data is contingent upon the following
conditions being observed:
(1) Each Member Agency agrees to maintain its Mapping Data in
a format that is compatible with the Steering Committee's
standards as much as is feasible. This may include registering
maps to the California State Plan Coordinate System, which
uses the North American horizontal reference Datum of 1983
("NAD -83") and the North American Vertical reference
Datum of 1929 (NGVDD29) or the North American Vertical
Reference Datum of 1988 (88 "DAVD-88").
(2) Each Member Agency will continue to maintain or make
arrangements for the maintenance and update of its Mapping
Data, and make its revised Mapping Data files available to the
other Member Agencies pursuant to a schedule to be
developed by the Executive Sub -Committee or its designee.
(d) Each Member Agency agrees to accept any and all Mapping Data
from the other Member Agencies in the agreed upon Steering
Committee standards for the exchange of Mapping Data. Each
Member Agency agrees to provide the Metadata documentation
pertaining to the exchanged Mapping Data. The Metadata will define
the specifications of accuracy and completeness. Each Member
Agency waives any and all responsibility of the other Member
Agencies, explicit or implied, for any damage or liability caused
through use of this Mapping Data, in any way.
(e) Each Member Agency will make reasonable efforts to provide the
most current, accurate and complete Mapping Data. No Member
Agency, however, makes any warranties with respect to the Mapping
Data it furnishes and each Member Agency agrees to accept any and
all Mapping Data furnished by the others on an "as is" basis. Each
Member Agency waives any claim against the other for any and all
damage or liability caused directly or indirectly by the use of the
Mapping Data furnished to each other.
(f) The maps developed and Mapping Data complied for the MarinMap
Project are intended to be available to the Member Agencies for their
use in the performance of their duties. The Member Agencies also
wish to preserve their right and opportunity to recover the costs of
map development and maintenance in the manner authorized by state
law.
(1) The MGSA may register the copyright to the maps and other
products produced by the MarinMap Project.
(2) Each Member Agency retains the responsibility for and
ownership of the Mapping Data it creates. Each member
Agency is entitled to retain revenue from the production of
value-added products containing Mapping Data developed
independently of the MarinMap Project and disseminated
directly by the Member Agency.
Section 4.04. California Public Records Act.
(a) Each Member Agency recognizes that the California Public Records
Act (California Government Code Sections 6250 et seq.) governs the
-10-
disclosure of all public records, and that data stored in computers may
be public records and subject to mandatory disclosure under said Act.
Member Agencies also recognize that the computer software
developed by a local agency, including computer mapping systems
and computer programs, is not a public record subject to disclosure
under the California Public Records Act.
(b) That Member Agencies anticipate that each will receive routine
requests for data, including requests for information pertaining to a
specific property or permit application, or to a group of properties or
applications. If a demand is made on a Member Agency for data that
is owned or provided by another Member Agency, and if the demand
seems to call for a response beyond that which the Public Records Act
requires, the Member Agency receiving the demand shall notify the
data provider of this demand.
(c) The Member Agency receiving the demand shall respond as directed
by the data provider, provided that the data provider agrees in writing
to defend, hold harmless and indemnify the Member Agency
receiving the demand. If the data provider refuses to enter into such
an agreement, the Member Agency receiving the demand shall
respond to the demand in the manner it deems appropriate. Those
parties who do not wish to release data on the grounds that the
requested data is not a public record subject to disclosure, agree to
pay for all costs of taking such action and agree to be responsible for
any resulting litigation costs, including but not limited to attorneys
fees.
Section 4.05. Member Oualifications. Member Agencies shall be limited to
Local Agencies located within Marin County. The MGSA may enter into data sharing
agreements with other agencies of the federal or State government, private enterprise, or
private nonprofit corporations upon the recommendation of the Executive Subcommittee
and with the approval of the MGSA Board of Directors.
Section 4.06. Indemnification. Each Member Agency shall be solely liable for
the negligent acts or omissions of its officers, representatives, agents or employees
occurring in the performance of this Agreement. If any Member Agency becomes liable
for damages, attorneys fees or any other costs or liabilities caused by its officers,
representatives, agents or employees, it shall pay such damages, fees or costs without
contribution by the other Member Agencies.
ARTICLE V
GOVERNING STRUCTURE
Section 5.01. The Steering Committee. The Steering Committee shall be
advisory to the MGSA Board of Directors and shall be comprised of one representative
from each Member Agency. Each Steering Committee representative shall be selected by
-I1-
the City/Town Council, Board of Supervisors or Board of Directors for the Member
Agency, and shall be a member of the Member Agency's staff. Steering Committee
Members shall serve a two-year term and may be reappointed. A majority of the
members of the Steering Committee shall constitute a quorum for purposes of conducting
business, and a majority of a quorum shall be authorized to act on behalf of the Steering
Committee.
The Steering Committee shall elect, by a majority vote of its members, a Chair
and Vice Chair.
Section 5.02. Executive Sub -Committee. Routine administrative matters for the
MarinMap Project may be decided by an Executive Sub -Committee. The Executive
Subcommittee shall be made up of at least seven, but not more than nine, members and
shall be selected by the Steering Committee. Membership shall include the Chair and
Vice- Chair of the Steering Committee, one representative each of the County, City of
San Rafael, City of Novato, Marin Municipal Water District, special districts (other than
MMWD), and two representatives of other cities and towns (other than San Rafael and
Novato.) In the event the Chair or Vice -Chair of the Steering Committee represents one
of the above Member Agencies, such Member Agency shall not be entitled to a second
representative or the Executive Sub -Committee. A majority of the Executive
Subcommittee will constitute a quorum for purposes of conducting business.
Section 5.03. Other Committees. Standing and Ad Hoc Committees maybe
established by the Steering Committee as needed.
Section 5.04. Powers of the Steering Committee.
(a) The Steering Committee may make recommendations to the Board of
Directors of the MGSA for acquisition of the necessary hardware,
software, and licenses necessary to provide and operate a shared
Geographic Information System.
(b) (b) The Steering Committee may recommend to the Board of
Directors of the MGSA contracts with private companies, individuals,
and public agencies to create, implement and operate the shared
geographic system and to set fees for data services. The Steering
Committee shall not have the power to independently enter into
contracts.
(c) The Steering Committee may make recommendations concerning the
need to incur debt in order to efficiently provide the services
enumerated by this Agreement in compliance with the requirements
of the California Government Code and California Constitution.
(d) The Steering Committee shall recommend to the MGSA Board of
Directors a fee schedule for data services provided by the MarinMap
Proj ect.
-12-
(e) The Steering Committee shall recommend to the MGSA Board of
Directors an annual budget no later than May 1 of each year.
Section 5.05. Powers of the Executive Sub -Committee. The Executive
Subcommittee shall report to the Steering Committee and the MGSA Board of Directors
for recommendations regarding routine administration and management of the MarinMap
Project, and for the provision of assistance and advice to the Steering Committee and
MGSA Board of Directors. The Executive Sub -Committee may exercise such powers
and perform such duties and tasks as delegated by the Steering Committee and the
MGSA Board of Directors.
Section 5.06. Policies and Procedures. The Board of Directors of the MGSA
may adopt from time to time such policies, procedures, by-laws, rules or regulations for
the conduct of the MarinMap Project as may be recommended by the Steering
Committee.
Section 5.07. Contracts. The Board of Directors of the MGSA may approve
contracts with private businesses, individuals, and public agencies to create, implement,
maintain and operate the shared Geographic Information System.
Section 5.08. User Fees. The Board of Directors of the MGSA shall by
resolution establish fees for data services provided by the MarinMap Project after
receiving the recommendation of the Steering Committee.
Section 5.09. Meetings and Reports.
(a) The Steering Committee
(1) The Steering Committee shall hold at least two regular
meetings per year.
(2) All meetings of the Steering Committee shall be held subject
to the provisions of the Ralph M. Brown Act (California
Government Code Sections 54950 et. seq.) and other
applicable laws of the State of California requiring that notice
be given of meetings held by public bodies.
(3) Minutes of all Steering Committees shall be kept and, as soon
as possible after each meeting, be forwarded to each member
of the MGSA Board of Directors.
(4) The Chair of the Steering Committee shall cause
correspondence to be prepared and delivered as directed by the
Steering Committee. The Chair shall represent the MarinMap
Project, and the Vice Chair shall serve in his/her absence.
(5) Annually, at minimum, a report on the activities and
operations of the MarinMap Project shall be prepared by the
-13-
Steering Committee and provided to each Member Agency.
The report shall be completed prior to January 1 of each year.
(6) The MGSA shall be designated as the keeper of the official
records of the MarinMap Project.
(b) The Executive Sub -Committee
(1) The Executive Sub -Committee shall hold at least one meeting
each quarter of the year.
(2) Special meetings of the Executive Sub -Committee may be
called by the Chair of the Steering Committee, by a majority
of the members of the Steering Committee, or at the direction
of the Steering Committee.
(3) Minutes of the Executive Sub -Committee meetings shall be
kept and, as soon as possible after each meeting, be distributed
to members of the Executive Sub -Committee and each
member of the Steering Committee.
(c) Other Committee Meetings
(1) Meetings of other ad hoc committees and standing
committees, as may be established, may be called by the Chair
of the Steering Committee or a majority of the members of the
Steering Committee.
(2) Minutes of all meetings will be kept and forwarded to the
Chair and Vice Chair of the Steering Committee.
ARTICLE VI
MISCELLANEOUS
Section 6.01. Funding.
(a) The Steering Committee shall recommend an annual budget for
adoption by the MGSA Board of Directors within ninety (90) days of
the effective date of this Agreement, and no later than May 1 of each
succeeding year. Funds may not be disbursed by MGSA on behalf of
the MarinMap Project without adoption of the approved budget, and
all receipts and disbursements shall be in strict accordance with the
approved budget. The budget shall identify the programs of the
MarinMap Project and allocate funds by program. The budget and
accounting system shall account for direct and overhead costs by
program. The Steering Committee shall recommend and the
Directors of the MGSA shall allocate these costs for each program
with the adoption of the annual budget.
-14-
(b) The costs to maintain and develop the Shared Data Warehouse and
other commonly held services, equipment, products, and staff shall be
divided among the Member Agencies upon the basis of the benefits
received. The division or share may be calculated as a simple cost
formula or assessment by jurisdictional area, by number of assessor's
parcels within the boundaries of a Member Agency, or through a
wider base to include other benefit factors. In any case, the intent is
that the assessment be made based on the widest possible applicable
criteria. Assessments shall be recommended by the Steering
Committee and approved by the MGSA Board of Directors. The
costs for other incidental products and services provided to Member
Agencies will be calculated on a fee-for-service basis. The cost
formula shall be recommended by the Steering Committee and fixed
by the MGSA Board of Directors. Adjustments shall be
recommended from time to time by the Steering Committee, and
approved by a majority vote of the MGSA Board of Directors. Fixed
costs for incidental products and services will be tiered to reflect
Member Agency and Non -Member Agency fees for services.
Section 6.02. Production of MawinR Data. Proceeds from the production of
Mapping Data shall be distributed to Member Agencies on a proportional basis according
to each Member Agency's data contribution. The formula for the sharing of revenues
shall be determined by the MGSA Board of Directors after receiving the recommendation
of the Steering Committee. This formula may provide for a portion of such revenues to
be allocated to the MarinMap Project. Additionally, a Member Agency may elect to have
such proceeds disbursed to it in one or more of the following ways:
(a) Some, or all, of the Member Agency's proportional share of the
proceeds may be refunded to the Member Agency through a cash
payment to the Member Agency from the MGSA.
(b) Some, or all, of the Member Agency's proportional share of the
proceeds may be applied as a credit to the Member Agency's future
monetary obligations hereunder and/or some, or all, of the Member
Agency's proportional share of the proceeds may be allocated to the
MarinMap Project for its activities.
Section 6.03. Treasurer. The of the MGSA shall serve as the Treasurer for the
MarinMap Project.
The Treasurer shall serve as the depository, have custody of all funds and
establish and maintain such books, records, funds and accounts as may be required by
reasonable accounting practices, and in compliance with California Government Code
Section 6505. The books and records pertaining to the MarinMap Project shall be open
to inspection at all reasonable times to the Member Agencies and the public.
-15-
The Treasurer shall prepare such financial reports as may be requested by the
Steering Committee or Executive Sub -Committee and as directed by the MGSA Board of
Directors.
The Treasurer shall cause an independent annual audit of the accounts and records
by a certified public accountant, in compliance with the requirements of Section 6505 of
the California Government Code and generally accepted auditing standards.
MarinMap funds shall be maintained in a trust account and these funds shall not
be interspersed with other funds held by the MGSA Treasurer.
Section 6.04. Debts and Liabilities. Except as otherwise provided by Section
4.04(c), no debt, liability or obligation of the MarinMap Project shall constitute a debt,
liability or obligation of any Member Agency, and each Member Agency's obligation
hereunder is expressly limited only to the appropriation and contribution of such funds as
may be levied hereunder for services among the Member Agencies, or on a fee-for-
service basis, or as the parties hereto may otherwise agree.
Section 6.05. Effective Date. This Agreement shall become effective when it has
been executed by seven (7) Member Agencies.
Section 6.06. Termination. This Agreement shall be terminated by the MGSA
Board of Directors upon notice of withdrawal being received from a majority of the
Member Agencies. Upon termination, payment of the obligations and division of the
property of MarinMap shall be conducted pursuant to Section 6.07.
Section 6.07. Disposition of authoritv Funds Upon Termination.
(a) In the event of termination of the MarinMap Project as organized and
managed under this Agreement, all funds remaining after payment of
all obligations of the MarinMap Project shall be transferred to any
successor organization or agency designated by the MGSA Board of
Directors to carry out the activities and operations of the MarinMap
Project.
(b) If there is no successor entity designated by the MGSA Board of
Directors to carry on the activities of the MarinMap Project, or
assume its obligations, all funds remaining after payment of all
obligations shall be distributed to the Member Agencies in proportion
to their contribution as approved by the MGSA Board of Directors
after receiving the recommendation of the Steering Committee.
(c) If a successor organization or agency undertakes some of the
functions of the MarinMap Project, and assumes some of its
obligations, all funds remaining after payment of all obligations shall
be allocated by the MGSA Board of Directors between the successor
organization or agency and Member Agencies after receiving the
recommendation of the Steering Committee.
-16-
(d) If the MarinMap Project is terminated due to circumstances falling
within paragraph (b) or (c) above, the decisions of the MGSA Board
of Directors shall be final.
Section 6.08. Amendments. This Agreement may be amended only upon the
recommendation of a two-thirds affirmative vote of the Steering Committee and
subsequent approval by a majority of the MGSA Board of Directors.\
Section 6.09. Withdrawal.
(a) Any Member Agency may withdraw from the MarinMap Project
effective July 1 of any year upon ninety (90) days written notice to the
MGSA.
(b) If a Member Agency withdraws, its financial obligation shall be
limited to its share of costs and liabilities incurred by the MarinMap
Project prior to the date its written notice of withdrawal is effective as
provided by Section 6.04. Additionally, pursuant to Section 6.02, the
withdrawing Member Agency shall be entitled to proceeds from the
production of any Mapping Data by the MGSA on behalf of the
MarinMap Project, received prior to the effective date of its written
notice of withdrawal. Upon withdrawal, a member Agency may
retain one copy of the current core data for its own use, but shall not
be entitled to any subsequent base maps, updates or maintenance of
the shared Geographic Information System. The withdrawing
Member Agency will have no further duty to contribute Mapping
Data, but shall continue to be bound by restrictions on the production,
dissemination and disposition of Mapping Data to third parties, which
shall remain in full force and effect, and which shall survive
termination. Except as expressly provided in this Section, a
withdrawing Member Agency shall surrender all claims to products,
services or other assets developed by the MarinMap Project.
Section 6.10. Default by Member ARencv. Failure to adhere to the requirements
of this Agreement may result in termination of Member Agency status effective July 1 of
any year, upon ninety (90) days prior written notice to the defaulting Member Agency by
the Steering Committee, with subsequent approval by the MGSA Board of Directors.
The decision to recommend termination of Member Agency status may be made by a
majority of the Steering Committee. In the event of termination, the provisions of
Section 6.09(b) shall govern.
Section 6.11. Disputes and Arbitration.
(a) The Member Agencies agree that any dispute which arises between or
among them involving the interpretation or application of this
Agreement, or the rights and remedies of the Member Agencies,
which cannot be resolved through discussion shall be subject to
- 17 -
mandatory binding arbitration pursuant to California Code of Civil
Procedure Section 1280, and shall not be subject to judicial
determination except as expressly provided by law.
(b) If a Member Agency wishes to submit a dispute to arbitration, it shall
serve a demand for arbitration, setting forth the issues to be arbitrated
and the general contentions of the Member Agency on the other
Member Agencies. All demands for arbitration shall be served within
one year of the event giving rise to the dispute.
(c) The Member Agencies may mutually agree upon an arbitrator. If the
Member Agencies cannot agree upon an arbitrator, the Member
Agency demanding arbitration shall request a list of arbitrators with
prior experience in similar disputes from the San Francisco Office of
the American Arbitration Association. Each Member Agency
(commencing in alphabetical order) shall alternately strike a name
from the list until only one name remains.
Section 6.12. Additional Member Agencies. In addition to the original
signatories to this Agreement, any Local Agency within Marin County may become a
Member Agency. The addition of any new Member Agency shall become effective upon
the execution on behalf of such Local Agency of a counterpart of this Agreement and the
delivery of such executed counterpart to the MGSA.
Section 6.13. Notices. Any notice, request, or other communication under this
Agreement shall be given by first class mail or personal delivery to the party entitled
thereto, or by facsimile transmission or other form of telecommunication. Unless
otherwise provided herein, notice shall be effective either: (i) upon transmission by
facsimile transmission or other form of telecommunication, provided a telephonic
communication of such transmission is provided; (ii) forty-eight (48) hours after deposit
in the United States mail, postage prepaid; or (iii) in the case of personal delivery to any
person, upon actual receipt.
Section 6.14. Section Headings. All section headings in this Agreement are for
convenience of reference only and are not to be construed as modifying or governing the
language in the section referred to or to define or limit the scope of any provision of this
Agreement.
Section 6.15. Law Governing. This Agreement is made in the State of California
under the constitution and laws of the State, and is to be so construed.
Section 6.16. Severabilitv. Should any portion of this Agreement be held by any
court of competent jurisdiction to be invalid, unenforceable, void or voidable for any
reason whatsoever, the validity and enforceability of the remaining portions shall not be
affected thereby.
-18-
Section 6.17. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute
one and the same instrument.
Section 6.18. Successors. This Agreement shall be binding upon and shall inure
to the benefit of the successors of the respective Member Agencies.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
and attested by their proper officers thereunto duly authorized on the respective dates
shown below.
Date: , 2007 MARIN GENERAL SERVICES AUTHORITY
By:
Chairperson
COUNTY OF MARIN
By:
President of the Board of Supervisors
CITY OF BELVEDERE
By:
Mayor
TOWN OF CORTE MADERA
By:
Mayor
CITY OF FAIRFAX
By:
Mayor
CITY OF LARKSPUR
By:
Mayor
CITY OF MILL VALLEY
By:
Mayor
-19-
CITY OF NOVATO
By:
Mayor
TOWN OF ROSS
By:
Mayor
TOWN OF SAN ANSELMO
By:
Mayor
CITY OF SAN AEL
ATTEST: BY:By: ^*�
*t*y- I � Mayor ALBERT J. BORO
Jeanne M. Leoncini
CITY OF SAUSALITO
Lm
TOWN OF TIBURON
:
Mayor
Mayor
MARIN MUNICIPAL WATER DISTRICT
President of the Board of Directors
MARIN LOCAL AGENCY FORMATION COMMISSION
Chairperson
-20-
NOVATO SANITARY DISTRICT
President of the Board of Directors
TAMALPAIS COMMUNITY SERVICES DISTRICT
M-
President of the Board of Directors
-21-
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
Exhibit A
Data to Be Shared
Survey control monuments
Digital orthophotos
Contours (elevations) associated with Digital orthophotos
Surveys used to create parcel boundaries
Street (pavement) centerlines and attribute data as contained in the Census Bureau
TIGER file
Streams, creeks and water bodies with attribute data
Government boundaries
Graphic representation of physical infrastructure used to provide public services
Location of hazardous materials
2000 Census Data
Any other data as deemed appropriate by the Steering Committee