HomeMy WebLinkAboutCC Resolution 10920 (MarinMap)RESOLUTION NO. 10920
RESOLUTION AUTHORIZING EXECUTION OF A JOINT EXERCISE OF POWERS
AGREEMENT RELATED TO THE MARINMAP PROJECT, AND APPROVING AN
EXPENDITURE OF $10,000 AS THE ANNUAL FEE FOR FISCAL YEAR 2001-2002.
WHEREAS, the City of San Rafael has been developing its Geographical
Information System (GIS) for several years; and
WHEREAS, the City has participated in the sharing of common GIS data with
the County of Marin and other agencies (MarinMap) to the mutual benefit to all parties; and
WHEREAS, MarinMap is formalizing its organization under a Joint Exercise of
Powers Agreement (JPA) Relating to the MarinMap Project (attached as "Exhibit A") with the
Marin Telecommunications Agency (MTA). MTA will collect membership fees in the amount of
$10,000 per annum to offset anticipated operating costs of the MarinMap Project;
NOW, THEREFORE, BE IT RESOLVED that the Council of the City of San Rafael hereby
authorizes the mayor to execute the JPA Agreement with MTA, and authorizes the expenditure of
$10,000 for membership in the MarinMap Project administered by the MTA.
I, JEANNE M. LEONCM, Clerk of the City of San Rafael, hereby certify that the
foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council
of said City on the 4"' day of September , 2001, by the following vote, to wit:
AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips and Mayor Boro
NOES: COUNCILMEMBERS: None
ABSENT: COUNCILMEMBERS: None
JE M. LEON�,Citylerk
File No.: 10.03.01
JOINT EXERCISE OF POWERS AGREEMENT
Relating to the
MARINMAP PROJECT
TABLE OF CONTENTS
PAGE(S)
RECITALS..................................................... 1
ARTICLE I
MTA to Administer Agreement .................... 5
DEFINITIONS ................................ 1
Section
1.01
Definitions .................................... 1
ARTICLE II
Compensation .................................. 6
THE MARINMAP PROJECT ..................... 3
Section
2.01.
Purpose of Agreement ........................... 3
Section
2.02.
Governing Principles ............................ 3
Section
2.03.
Goals and Objectives ............................ 3
Section
2.04.
Strategic Initiatives .............................. 5
ARTICLE III ADMINISTRATION OF THE AGREEMENT........ 5
Section 3.01.
MTA to Administer Agreement .................... 5
Section 3.02.
Restrictions on Exercise of Powers ................. 5
Section 3.03.
Specific Services ............................... 5
Section 3.04.
Compensation .................................. 6
ARTICLE IV MEMBERSHIP ................................ 7
Section 4.01 Benefits of Membership .......................... 7
Section 4.02. Obligations of Member Agencies ................... 7
Section 4.03. Sharing of Data ................................. 8
Section 4.04. California Public Records Act ..................... 10
Section 4.05. Member Qualifications ........................... 10
Section 4.06. Indemnification ................................. 11
ARTICLE V GOVERNING STRUCTURE ..................... 11
Section 5.01.
The Steering Committee ..........................
11
Section 5.02.
Executive Sub -Committee ........................
11
Section 5.03.
Other Committees ...............................
11
Section 5.04.
Powers of the Steering Committee ..................
12
Section 5.05.
Powers of the Executive Sub -Committee .............
12
Section 5.06.
Policies and Procedures ..........................
12
Section 5.07.
Contracts ......................................
12
Section 5.08.
User Fees .....................................
12
Section 5.09.
Meetings and Reports ............................
13
TABLE OF CONTENTS
(Continued)
PAGE(S)
ARTICLE VI MISCELLANEOUS .......................... 14
Section 6.01. Funding .................................... 14
Section 6.02.
Production of Mapping Data ...................
15
Section 6.03.
Treasurer ...................................
15
Section 6.04.
Debts and Liabilities ..........................
15
Section 6.05.
Effective Date ...............................
16
Section 6.06.
Termination .................................
16
Section 6.07.
Disposition of Authority Funds Upon Termination ..
16
Section 6.08.
Amendments ................................
16
Section 6.09.
Withdrawal .................................
16
Section 6.10.
Default by Member Agency ....................
17
Section 6.11.
Disputes and Arbitration ......................
17
Section 6.12.
Additional Member Agencies ..................
18
Section 6.13.
Notices ....................................
18
Section 6.14.
Section Headings ............................
18
Section 6.15.
Law Governing ..............................
18
Section 6.16.
Severability .................................
18
Section 6.17.
Counterparts ................................
18
Section 6.18.
Successors .................................
18
JOINT EXERCISE OF POWERS AGREEMENT
This Joint Exercise of Powers Agreement is dated as of , 2001, 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 and such other Local Agencies
within the County of Marin as may hereafter become signatories hereto (the "Member
Agencies").
RECITALS
A. The Joint Powers Act provides that public agencies by agreement may
jointly exercise any power common to them.
B. The parties hereto are "public agencies" within the meaning of that term
under Section 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.
NOW, THEREFORE, the parties hereto 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.
"Agreement" means this Joint Exercise of Powers Agreement.
"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 System" 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
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.
"MarinMav" or "MarinMap Proiect" means the project described in Article II.
"Metadata" means data about the content, quality, conditions, and other
characteristics of data.
"Member Aeencv" 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.
"MTA" means the Marin Telecommunications Agency.
"Orthophoto Mad" 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.
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"Steering Committee" means the committee established pursuant to Section 5.01.
ARTICLE II
THE MARINMAP PROJECT
Section 2.01. Pumose 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 MTA 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.
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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;
(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
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0) 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.
Section 2.04. StrateLyic Initiatives. The MarinMap Project will create a
cooperative regional database. An initial framework for the cooperative database
development includes the following:
(a) Orthoohoto 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. MTA to Administer Aereement. MTA 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. MTA will oversee the implementation of the
MarinMap Project in accordance with Article H 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.
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(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.
(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 MTA 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
MTA an annual fee of $10,000 will be paid by each Member Agency to the MTA upon
approval of this Agreement and on or before July 1 of each year thereafter while this
Agreement is in effect.
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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.
(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. Obli-Rations of Member Asencies. 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.
7
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 re-
marketing 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. Sharing 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 MTA 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
MTA. 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
9
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 MTA 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 se .) governs the
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. MTA may enter into data sharing
10
agreements with other agencies of the federal or State government, private enterprise, or
private nonprofit corporations upon the recommendation of the Executive Sub -
Committee and with the approval of the MTA Board of Directors.
Section 4.06. Indemnification.
(a) 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 MTA Board of Directors and shall be comprised of one representative
from each Member Agency. Each Steering Committee representative shall be selected by
the Town/City 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 Sub -
Committee 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 Sub -
Committee will constitute a quorum for purposes of conducting business.
Section 5.03. Other Committees. Standing and Ad Hoc Committees may be
established by the Steering Committee as needed.
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Section 5.04. Powers of the Steerins Committee.
(a) The Steering Committee may make recommendations to the Board of
Directors of the MTA for acquisition of the necessary hardware,
software, and licenses necessary to provide and operate a shared
Geographic Information System.
(b) The Steering Committee may recommend to the Board of Directors of
the MTA 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 MTA Board of
Directors a fee schedule for data services provided by the MarinMap
Project.
(e) The Steering Committee shall recommend to the MTA 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 Sub -
Committee shall report to the Steering Committee and the MTA 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
MTA 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 MTA
Board of Directors.
Section 5.06. Policies and Procedures. The Board of Directors of the MTA 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 MTA 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 MTA shall by resolution
establish fees for data services provided by the MarinMap Project after receiving the
recommendation of the Steering Committee.
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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 MTA 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 Steering
Committee and provided to each Member Agency. The report
shall be completed prior to January 1 of each year.
(6) The MTA 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.
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(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 MTA 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 MTA 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 MTA shall allocate these costs for each program with the
adoption of the annual budget.
(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 MTA 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 MTA Board of Directors. Adjustments shall be recommended
from time to time by the Steering Committee, and approved by a
majority vote of the MTA Board of Directors. Fixed costs for
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incidental products and services will be tiered to reflect Member
Agency and Non -Member Agency fees for services.
Section 6.02. Production of Manning 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 MTA 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 MTA.
(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
(c) 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 Treasurer of MTA 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.
The Treasurer shall prepare such financial reports as may be requested by the
Steering Committee or Executive Sub -Committee and as directed by the MTA 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 MTA 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
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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 MTA
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 authority 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 MTA Board of
Directors to carry out the activities and operations of the MarinMap
Project.
(b) If there is no successor entity designated by the MTA 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 MTA 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 MTA Board of Directors between the successor organization or
agency and Member Agencies after receiving the recommendation of
the Steering Committee.
(d) If the MarinMap Project is terminated due to circumstances falling
within paragraph (b) or (c) above, the decisions of the MTA 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 MTA 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
MTA.
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(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 MTA 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 Aaencv. 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 MTA 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. Disuutes 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 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
17
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 MTA.
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 Califomia
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.
Section 6.17. Counteraarts. 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.
18
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: , 2001 MARIN TELECOMMUNI ATIONS
AGEN
By:
114 �J V1V0l1
Date: 114 , 2001
ATTEST: PZ&4L )k +el,,,, '/ ` C i ty C
COUNTY OF MARIN
By:
President of the Board of Supervisors
CITY OF BELVEDERE
By:
Mayor
CITY OF MILL VALLEY
Mayor
CITY OF NOVATO
I�
Mayor
CITY OF SAN RAFAEL
By:
Mr
CITY OF SAUSALITO
Mayor
TOWN OF CORTE MADERA
Lo
Mayor
TOWN OF FAIRFAX
19
Mayor
TOWN OF LARKSPUR
Uln
Mayor
TOWN OF ROSS
Mayor
TOWN OF SAN ANSELMO
Mayor
TOWN OF TIBURON
Mayor
MARIN MUNICIPAL WATER DISTRICT
By:
President of the Board of Directors
MARIN LOCAL AGENCY
FORMATION COMMISSION
Chairperson
20
Exhibit A
Data to Be Shared
1. Survey control monuments
2. Digital orthophotos
3. Contours (elevations) associated with Digital orthophotos
4. Surveys used to create parcel boundaries
5. Street (pavement) centerlines and attribute data as contained in the Census Bureau
TIGER file
6. Streams, creeks and water bodies with attribute data
7. Government boundaries
8. Graphic representation of physical infrastructure used to provide public services
9. Location of hazardous materials
10. 2000 Census Data
11. Any other data as deemed appropriate by the Steering Committee
iv