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HomeMy WebLinkAbout2011-056 -A�EN HILLS CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 2011-056 A RESOLUTION RENEWING THE JOINT POWERS AGREEMENT WITH THE RAMSEY COUNTY GEOGRAPHIC INFORMATION SYSTEMS USERS GROUP WHEREAS,the City Council of Arden Hills has entered into a Joint Powers Agreement (JPA) with the Ramsey County Geographic Information Systems Users Group; and WHEREAS, the City will continue the membership through December 31, 2014; and WHEREAS, the City of Arden Hills wishes to continue funding this program through the life of the Joint Powers Agreement. NOW THEREFORE,BE IT RESOLVED by the City Council of the City of Arden Hills, Minnesota: That the City shall renew the Ramsey County Geographic Information Systems Users Group to be in effect from January 1, 2012, to December 31, 2014. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS THIS 28th DAY OF NOVEMBER,2011. ATTEST: DAVID GRANT, MAYO 44WIlr1el-� PATRICK KLAERS, CITY ADMINISTRATOR JOINT POWERS AGREEMENT C/V AMONG MEMBERS OF THE RAMSEY COUNTY GEOGRAPHIC INFORMATION SYSTEMS USERS GROUP This JOINT POWERS AGREEMENT("Agreemenf�is entered into pursuant to the provisions of Minn.Stat. §471.59 among Governmental Units for the purposes of forming the Ramsey County Geographic Information System Users Group("Users Group'). ARTICLE I INTENT OF THIS AGREEMENT In 1995,an informal alliance,known as the Ramsey County Geographic Information System Users Group("Users Group'l,was formed among Governmental Units interested in using Geographic Information Systems(GIS)and data created and maintained by Ramsey County.This agreement is intended to establish and enable the Users Group to represent the parties to this Agreement for the purposes of undertaking negotiations and transactions. ARTICLE II.DEFINITIONS Section 1. Members means those Governmental Units that have executed this Joint Powers Agreement and have paid fees as provided in Article X. Section 2.Governmental Unit has the meaning set forth in Minnesota Statutes§471.59. Section 3. Users Group means a group made up of one representative of each Member with the powers and responsibilities described in this Agreement. ARTICLE III.GIS BOARD OF DIRECTORS STRUCTURE Section 1. There is hereby created a GIS Board of Directors(Board). Section 2. Each Member shall appoint one person to serve as a Director. Each Member may also appoint a person to serve as an Alternate Director. Members shall notify the Board in writing if the Director or Alternate Director changes. Section 3.The Board shall have the following officers: a Chair,Vice Chair,Secretary,and Treasurer(Officers). Section 4 The Officers will be elected annually by the Board. Section 5.The Officers shall serve on a voluntary basis without pay. Section 6.A quorum will consist of at least 40%of the full membership of the Board,whether or not all vacancies have been filled. Section 7. Decisions of the Board will be made by a majority of the quorum. ARTICLE IV DUTIES OF THE GIS BOARD OF DIRECTORS Section 1.The Board shall meet at least two times per year. Section 2.The Board shall conduct an organizational meeting no later than 30 days after the effective date of this Agreement.The organizational meeting shall include: the election of officers;the adoption of by-laws and other procedures governing the conduct of its meetings and its business as it deems appropriate;the adoption of the Users Group Budget; review of the operating procedures within this Agreement. Section 3.The Board shall approve and adopt the formula for the distribution of costs associated with access to Ramsey County GIS data and the updating of physical features.This formula shall be reviewed annually by the Board. Section 4.The Board shall arrange for and facilitate regular meetings of the Users Group and for Users Group activities. Section 5.The Chair presides at meetings of the Board.The Vice Chair will preside in the absence of the Chair.The Secretary is responsible for recording the proceedings of the Board and communicating these proceedings to all Member organizations.The Treasurer is responsible for the funds and financial records of the Board. Section 6.The Chair and the Treasurer must sign vouchers or orders disbursing funds of the Users Group. Disbursement will be made in the method prescribed by law for statutory cities. Section 7.The Board may take such actions as it deems necessary and convenient to accomplish the general purposes of this Agreement. Section 8.The Board shall purchase liability insurance on behalf of the Users Group to insure against liability of the Users Group and its constituent Members. Section 9.The Board may: (i) Enter into contracts to carry out its powers and duties,in full compliance with any competitive bidding requirements imposed by State or local law; (ii)Provide for the prosecution,defense,or other participation in proceedings at law or in equity in which it may have an interest; (iii)Employ such persons as it deems necessary on a part-time,full-time,or consultancy basis; (iv) Purchase,hold,or dispose of real and personal property; (v)Contract for space,commodities or personal services with a Member or group of Members; (vi)Accept gifts,apply for and use grants or loans of money or other property from the state,the United States of America,and from other government units and may enter into agreements in connection therewith and hold, use and dispose of such money or property in accordance with the terms of the gift,grant, loan or agreement relating thereto; (vii)Appoint a fiscal agent. ARTICLE V.NEW MEMBERS Section 1.Any Governmental Unit that is not a party to the initial Agreement may join as a Member at any time. Section 2.To become a Member,a local unit of government shall adopt a resolution and shall sign this Joint Powers Agreement. Section 3. New Members will pay the current one-time membership fee and the data exchange fee due for the year in which the new Member is joining,as set by the Board pursuant to Article IV,Section 3,as calculated by the current formula. Fees will not be pro-rated for new Members who join after January 1 of each year. ARTICLE VI GIS DATA TO BE SUPPLIED BY RAMSEY COUNTY Section 1.It is the intent of this Agreement that the Users Group will negotiate an agreement with Ramsey County for the exchange of County GIS Data with Members at a preferential fee structure.A component of the fees will apply to the collection of aerial photography and maintenance of digital physical features derived from aerial photography. Section 2.The GIS Data should consist of the following components generated and maintained by the County: (i)The Ramsey County Digital Base Map; (ii)The Ramsey County Attribute Data Base; (iii)The Physical Features File. Section 3.The Board will negotiate on behalf of the Members for the cost and method of access to this data.Prior to each payment to Ramsey County,the Board shall determine whether it is satisfied with the content,accuracy,and timeliness of the data provided to date and make a determination if further payment shall be made. ARTICLE VII GIS DATA TO BE EXCHANGED AS PART OF THIS AGREEMENT Section 1. Members agree to exchange any GIS data with Ramsey County and with any requesting Member for the requesting party's own use where that GIS data has been in some way derived and/or developed from the County GIS Data accessed through this Agreement or future agreements between the Users Group and Ramsey County. Members agree to exchange with Ramsey County and with any other Member any attribute data that it has created and maintained where that data can be associated to a parcel using a parcel identifier. Members also agree to exchange any building permit data requested by Ramsey County for the identification of future physical feature data base updates. Section 2.The Board will negotiate with Ramsey County on behalf of the Members in all matters deemed necessary relating to supply of GIS data generated by a Member. Section 3.Any costs associated with a Member supplying data to Ramsey County or to any other Member shall be for access and delivery of that data only and not for any costs associated with the development of that data. ARTICLE VIII DATA ACCESS AND USAGE Section 1.All Members shall have equal rights to access Ramsey County GIS Data. Section 2. Data generated by Ramsey County and provided to Members may not be sold in its original form to third party agencies.However,a Member may allow use of the original data by a third party for specific contracted purposes. Section 3. Data which results from enhancement of Ramsey County GIS Data by a Member,received pursuant to this Agreement,may be sold or exchanged to a third party. Section 4.All Members will adhere to future Users Group license agreements for County or other agency GIS data. ARTICLE IX.DATA SECURITY All Members agree to abide by the data privacy and data security standards of the Member when using Ramsey County GIS Data or any derivative or enhancement of the data. ARTICLE X FINANCIAL MATTERS Section 1.The fiscal year of the Users Group is the calendar year. Section 2.The Board shall adopt an initial budget and must thereafter adopt an annual budget prior to July 1 of each year for each succeeding year.The Board will give an opportunity to each Member to comment or object to the proposed budget before adoption. Notice of the adopted budget must be mailed promptly thereafter to the chief administrative officer of each Member. Section 3.Operational costs shall be shared according to a method agreed upon by majority decision of the Board of Directors.The costs could be met by membership fees.These costs could include Users Group administrative costs, purchase of liability insurance,and others as appropriate. Section 4. Membership Fee: New Members shall pay a one-time membership fee of$500 to the Users Group for the calendar year in which they are accepted into the User Group.The amount of this fee shall be reviewed and set annually by the Board of Directors for new Members. �. Section 5. Data Access and Physical Features Maintenance Fee: Members shall commit to payment of data access and physical features maintenance fees,except where limited by State Statutes.Ramsey County will charge the Users Group for unlimited access to the Ramsey County GIS Data.This fee will be paid to Ramsey County by the Users Group on behalf of the Members.The amount to be paid by each will be determined by the Board. Section 6.Special Projects Assessments: Members who wish to enter into special projects and consultations shall present proposals to the Board for review. Examples of special projects could be cooperative training or consortium purchase of software. Upon approval by the Board,those Members who are part of the project will be assessed to meet the cost of the project. Section 7. Billings to the Members are due and payable no later than 60 days after the receipt of the invoice.In the event of a dispute as to the amount of a billing,a Member must nevertheless make payment as billed to preserve membership status.The Member may make payment subject to its right to dispute the bill and exercise any remedies available to it. Failure to pay a billing within 60 days results in suspension of voting privileges of the Member Director.Failure to pay a billing within 120 days is grounds for termination of membership,but the Users Group's right to receive payment survives termination of membership. ARTICLE XI.TERM Section 1.The Term of this Agreement is January 1,2012,through December 31, 2014. Section 2.Based on the annual review of the operating procedures within the Agreement conducted by the Board,a new Agreement will be developed and circulated at least three months prior to December 31, 2014 and be agreed upon and signed on or before December 31,2014. `..f ARTICLE XII.TERMINATION Each Member shall have the right to terminate its membership and participation in the Users Group by formal resolution of the Members organization and communicated to the Board in writing. However,the Member is still obligated to its financial commitments for the year during which termination of membership occurs. These commitments include: (i)Any balance of the Data Access/Physical Features Maintenance Fee.This commitment applies to all Members; (ii)Any balance owing on Special Projects Assessments.This commitment applies to Members which have entered into any special project agreement(s). Termination of membership prior to expiration of the Agreement shall make the Governmental Unit ineligible to re- join the User Group during the Term of this Agreement. ARTICLE XIII DISSOLUTION Section 1.The Users Group may be dissolved by a two-thirds vote of its Members in good standing. Dissolution is mandatory when the Secretary has received certified copies of resolutions adopted by the governing bodies of the required number of Members requesting dissolution. Section 2.In the event of a dissolution,the Board must determine the measures necessary to effect the dissolution and must provide for the taking of such measures as promptly as circumstances permit,subject to the provisions of this Agreement and law. Section 3.In the event of dissolution,following the payment of all outstanding obligations,assets of the Users Group will be distributed among the then existing Members in direct proportion to their cumulative annual contributions.If those obligations exceed the assets of the Users Group,the net deficit of the Users Group will be charged to and paid by the then existing Members in direct proportion to their cumulative annual contributions. ARTICLE XIV ACCESS TO DOCUMENTS Until the expiration of six years after this Agreement terminates,the Users Group shall make available to the Member organizations and to the State Auditor,a copy of this Agreement and books,documents,accounting procedures and practices of the Users Group relating to this Agreement. ARTICLE XV.HOLD HARMLESS Section 1. Each Member agrees to defend,indemnify,and hold the other Members harmless from any claims, demands,actions or causes of action, including reasonable attorneys fees,against or incurred by such other Members,for injury to,death of,or damage to the property of any third person or persons,arising out of any act or omission on the part of the indemnifying Member or any of its agents,servants or employees in the performance of or with relation to any of the work or services provided by Members under the terms of this Agreement. Section 2. Nothing in this Agreement shall constitute a waiver by any Member of the Users Group of any limitation of liability under Minnesota Statutes Chapter 466,or other statutory or common law immunities,limits,or exceptions on liability. �. Section3. Under no circumstances,however,shall a Member be required to pay on behalf of itself and other Members,any amounts in excess of the limits on liability established in Minnesota Statutes Chapter 466 applicable to any one Member.The limits of liability for some or all of the Members may not be added together to determine the maximum amount of liability for any Member. ARTICLE XVI EQUAL EMPLOYMENT OPPORTUNITY The Members and the Users Group agree to comply with all federal, state,and local laws,resolutions,ordinances, rules,regulations,and executive orders pertaining to unlawful discrimination on account of race,color,creed, religion, national origin,sex,sexual preference, marital status,status with regard to public assistance,disability,or age. ARTICLE XVII DATA PRACTICES Section 1.All data collected,created,received,maintained,or disseminated for any purpose in the course of either the Member's or the Users Group's performance of this Agreement is governed by the Minnesota Government Data Practices Act,Minnesota Statutes Chapter 13,and rules adopted to implement the Act. Section 2.The Members and the Users Group agree to abide strictly by these statutes,rules,and regulations. IN WITNESS WHEREOF the parties have caused this Agreement to be executed on this day of ORGANIZATION Approved: By: (Mayor/Chair/President) By: (City Manager/Administrator) DESIGNATED DIRECTOR TO REPRESENT ORGANIZATION: Name: Phone: Email: ALTERNATE DIRECTOR(IF APPLICABLE): Name: Phone: Email: By: (Chair of Users Group)