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AG 15-178RETURN TO: Thomas Fichtner EXT :2547 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM I. ORIGINATING DEPT./DIV: Information Technology 2. ORIGINATING STAFF PERSON: Thomas Fichtner EXT: 2547 3. DATE REQ. BY: ASAP 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) • PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT • PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES/ CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT(AG #): 11 INTERLOCAL ❑ OTHER 5. PROJECT NAME: Community Connectivity Consortium Interlocal /Joining Agreement 6. NAME OF CONTRACTOR: Community Connectivity Consortium ADDRESS: TELEPHONE E -MAIL: FAX: SIGNATURE NAME: TITLE 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: Upon Execution COMPLETION DATE: 9. TOTAL COMPENSATION $ (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: 502 - 1100 - 046- 518 - 88-414 10. DOCUMENT /CONTRACT REVIEW INITIAL /DATE REVIEWED INITIAL /DATE APPROVED C� PROJECT MANAGER ,f{n DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) ❑ LAW —0-4c- -4 11. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: a i (S COUNCIL APPROVAL DATE: (� 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS INITIAL/ DATES NED LAW DEPARTMENT CHIEF OF STAFF wi J W "- SIGNATORY (MAYOR OR DIRECTOR) ❑ CITY CLERK — ❑ ASSIGNED AG# AG# — ! ❑ SIGNED COPY RETURNED DATE SENT: COMMENTS: 11/9 i' 6c COUNCILMEETING DATE: August �;.2015 ITEM #: ....................................................... . . . . .. . .. . . .......................... . .... ... . . ... . ... .......... .......................... . . ............. . ............................. ....... . ... . ................................................... -- . . .................................... - . .................................. CITY OF FEDERAL WAY CITY COUNCIL AGENDA BILL SUBJECT: COMMUNITY CONNECTIVITY CONSORTIUM JOINING AGREEMENT POLICY QUESTION: Should Council approve the Interlocal Agreement to join the Community Connectivity Consortium? COMMITTEE: FEDRAC MEETING DATE: July 28, 2015 CATEGORY: Consent ❑ Ordinance ❑ Public Hearing City Council Business ❑ Resolution ❑ Other STAFF REPORT BY: Thomas Fichtner DEPT: Information Technology Attachments: Background/summary; Interlocal Agreement Establishing the Community Connectivity Consortium; Agency Joining Agreement; Charter of the Community Connectivity Consortium; Community Connectivity Consortium Bylaws Options Considered: 1. Approve the Mayor's recommendation to authorize the Mayor to sign the Interlocal Agreement Establishing the Community Connectivity Consortium and the Agency Joining Agreement. 2. Deny approval and provide staff with further direction. MAYOR'S RECOMMENDATION: Mayor recommends approval of Interlocal Agreement Establishing the Community Connectivity Consortium and the Agency Joining Agreement. MAYOR APPROVAL: DIRECTOR APPROVAL: Co itte Cou Il Initial/Date Initi Initi (/`Date/ CHIEF OF STAFF: �'1�'1 I a Cc mitt Council Initial/Date Initial/Date COMMITTEE RECOMMENDATION: I move to forward the proposed Interlocal Agreement and Agency Joining Agreement to the Augusts , 2015 eonxen agenda for approval. It binsiruss 16 - z, 1 S Committee Chair Committee Member Committee Member PROPOSED COUNCIL MOTION: "I move approval of the Interlocal Agreement Establishing the Community Connectivity Consortium and the Agency Joining Agreement, and authorize the Mayor to sign said agreement. " (BELOW TO BE COMPLETED BY CITY CLERKS OFFICE) OUNCIL ACTIO��"� I II I I� APPROVE COUNCIL BILL # DENIED 1ST reading ❑ TABLED/DEFERRED/NO ACTION Enactment reading ❑ MOVED TO SECOND READING (ordinances only) ORDINANCE # REVISED— 1/2015 RESOLUTION # Community Connectivity Consortium Summary /Background In 2009, Council approved joining the regional fiber consortium for sharing fiber optic installation projects (AG# 2010 -059). In 2011, the original Interlocal structure has changed and now the Community Connectivity Consortium has been established as an independent Washington Public Corporation. Federal Way remained a member of the old " Interlocal Fiber Consortium" as there was no direct benefit to Federal Way joining the Consortium because there was no fiber optic connectivity that would allow a connection to the Consortium's assets. In 2014, Council authorized a conduit lease agreement with a global provider of fiber optics, which in return gained a connection to the Sabey Datacenter in Tukwila, WA. This established a connectivity path for Federal Way to connect to the Consortium fiber network. In the 2015/2016 Adopted Budget the membership dues of $8,570 were approved. These dues are based on each agency's operating budget size. These membership dues are required for a "voting" membership and are used to facilitate new fiber projects and maintenance and operations of the existing fiber network. There were in 2009 and still are numerous benefits of joining the Community Connectivity Consortium. The City of Federal Way will have a regional reach for high -speed fiber optic connectivity for backup and disaster recovery, including ability to access services at Seattle's premiere telecommunications location, the Westin Building Exchange. The consortium fiber will provide a dedicated and redundant link to Valley Communications Center for enhanced and more secure communications for public safety. In addition, the Consortium can provide other government agencies, and non - profits access to high -speed fiber optic services. Specifically, there is a project that the University of Washington is partnering with the Consortium to build a high speed network. With the UW's partnership, the Consortium will gain a great deal of capacity that will allow for more connection to be made aside from point -to -point dark fiber connections. INTERLOCAL AGREEMENT ESTABLISHING THE COMMUNITY CONNECTIVITY CONSORTIUM THIS AGREEMENT ( "Agreement ") is entered into among the following public agencies organized under the laws of the State of Washington, hereinafter referred to as the "Members" which are parties signatory to this Agreement: (1) City of Bellevue; (2) City of Kirkland; (3) Lake Washington School District; (4) University of Washington; (5) Bellevue College; (6) Bellevue School District; (7) King County Public Hospital District No. 2 d /b /a Evergreen Healthcare; (8) City of Federal Way; (9) City of Renton; (10) Renton School District; (11) City of Seattle; (12) City of Algona; (13) City of Auburn; (14) City of Kent; (15) City of Pacific; (16) City of Puyallup; (17) City of Tukwila; (18) Valley Communications Center (collectively, the "Parties "). This Agreement shall take effect upon the signature of nine (9) or more of the Parties to this Agreement. This AGREEMENT replaces the previous Interlocal Agreement: General Terms and Conditions for Sharing Fiber Optic Installation Projects, which took effect on December 6, 2003 ( "Fiber Interlocal "), except for the limited purposes set forth in Section 5 of this Agreement. This Agreement is being made pursuant to the Interlocal Cooperation Act, Chapter 39.34 RCW, and pursuant to the authority granted for formation of public corporations in RCW 35.21.730 through 35.21.759, and has been authorized by the legislative body of each jurisdiction signing this Agreement. RECITALS Whereas the University of Washington, Lake Washington School District, City of Kirkland and City of Bellevue signed Interlocal Agreement: General Terms and Conditions for Sharing Fiber Optic Installation Projects, effective December 6, 2003 ( "Fiber Interlocal ") for the purpose of outlining how the parties will work together on fiber optic projects for the benefits of all the participating parties and established the original backbone of the Fiber Consortium network through contributions of budget, fiber assets, conduit, right of way and staff expertise; and Whereas Evergreen Healthcare, Bellevue School District, City of Renton, Renton School District, Bellevue College, City of Seattle and City of Federal Way have signed the Fiber Interlocal and the joining amendments were fully executed by the participating parties; and Whereas all projects to be completed under the Fiber Interlocal were required to have a Fiber Optic Project Agreement signed by all participating parties specifying lead agency and participant roles, project schedule, budget, route, fiber allocation and ownership, points of demarcation, maintenance responsibilities, and other details of each project, and Consortium Interlocal Final Page 1 of 8 Whereas projects completed under a Fiber Optic Project Agreement defines the Fiber Consortium network, which is separate from each participating parties' networks unless transfers of a party's fiber assets were executed through a Fiber Optic Project Agreement; and Whereas the growing Fiber Consortium network with additional agencies in the process of joining and executing more projects has become cumbersome to manage under the current structure. The City of Algona, City of Auburn, City of Kent, City of Pacific, City of Puyallup, City of Tukwila, and Valley Communication Center have approved joining the Consortium and executed a joining Fiber Optic Agreement, and Whereas the members of the Fiber Consortium network are seeking grant opportunities to fund expansion to serve members' needs and has been successful in recent grant programs and thus the fiscal, administrative and project oversight responsibilities require more structure, and Whereas the forming of this Consortium pursuant to RCW 39.34.030 and RCW 35.21.730 through 35.21.759 will provide the additional structure that is required; and Whereas the rights established for each participant in each Fiber Optic Project Agreement shall not terminate with the replacement of the Fiber Interlocal. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: ESTABLISHMENT OF THE CONSORTIUM The purpose of this Agreement is to create the Community Connectivity Consortium ( "Consortium "). The Consortium shall be created as a separate legal entity as authorized by RCW 39.34.030 and shall be a public corporation pursuant to RCW 35.21.730 through 35.21.759. Upon approval and execution of this Agreement and approval of the form of the Consortium Charter by nine (9) members, the Consortium Charter shall be adopted by Ordinance by the City of Kirkland and then executed and issued by the City of Kirkland. PURPOSE The mission of the Consortium is to create a vibrant and competitive region by providing connectivity services to meet the needs of our community institutions — hospitals, universities, schools and government agencies. The Consortium shall have the following purposes: A. Create a regionally coordinated, open- access network that leverages the assets and resources of the members using strategic opportunities to provide low -cost, stable, robust, efficient connectivity services to members and their communities. Consortium Interlocal Final Page 2 of 8 B. Ensure the network infrastructure remains free of encumbrance and can be used for innovative opportunities by members. C. Develop and enhance working relationships among members and explore ways to the use the network collaboratively to make our community a better place to live, work and play by sharing risks and rewards equitably. D. Explore public /private partnerships to the benefit of the members and member communities. E. Achieve economies of scale through collaboration and coordination of projects and investments. F. Balance current needs with future needs in decision making to achieve lower long -term costs. III. PARTIES TO AGREEMENT Each Party to this Agreement certifies that it intends to and does contract with all other Parties who are signatories of this Agreement and, in addition, with such other Parties as may later be added to and become signatories of this Agreement. Each current and all future signatories to this Agreement shall be considered Parties hereto so long as the signatory is a Voting Member of the Consortium. IV. MEMBERSHIP /MEETINGS Membership in the Consortium shall be limited to government agencies authorized to become signatories to an Interlocal Agreement as authorized by RCW 39.34.030, and who contribute assets, resources, and /or shared services for the benefit of Members. The addition of new Members shall be subject to the approval of a simple majority of the Consortium Board, as established by the Consortium, to manage its operations. V. GENERAL PROVISIONS A. Duration: This Agreement shall commence upon full execution and continue to remain in existence as long as it has Consortium Members. B. Work Prod uct/Confidentiality: All work product including records, data, information, documents, files, designs, sketches, finished or unfinished documents or other documents, material or data produced in performance of this Agreement shall become the property of the Consortium. All such work product shall be kept confidential by all of the Consortium Members and the Member's employees and agents and shall not be made available to any individual or organization by any Consortium Member without the prior written consent of the Consortium Board or unless required pursuant to court order, the Public Disclosure Act RCW 42.56 or other applicable law. Consortium Interlocal Final Page 3 of 8 C. Termination: Upon 180 days written notice by a Consortium Member, this Agreement may be terminated and /or dissolved by a vote of 3/ of the voting Consortium members at the next Consortium annual meeting. In the event this Agreement is terminated and /or dissolved, assets shall be distributed by the Consortium Board among Consortium Members after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the Consortium. The distribution shall be based on the following: 1. Non -cash assets contributed without charge by a Consortium member shall revert to the contributor. If the contributor is no longer a member, then the asset shall be treated as if it was acquired with Consortium funds. 2. The Consortium Board shall conduct a valuation of all remaining assets. Assets acquired, using Consortium funds, after the effective date of this Agreement shall be sold by the Consortium Board, if appropriate, and the money or asset value distributed to those members still participating in the Consortium on the day prior to the termination date. The distribution shall be apportioned by taking the percentage that a Member has contributed to the total Consortium budget over the existence of this Agreement and applying that percentage to the remainder of the assets, resulting in the amount each Member shall receive upon distribution. Assets acquired after the effective date of this Agreement by the Consortium via grant funds shall be distributed in accordance with the terms of the grant and if no such provision exists in the grant, then distributions shall be in accordance with the terms of this Agreement. A Member can elect to take an asset in lieu of money. If the Consortium Board is unable to fulfill these duties, any such asset not so disposed of may be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Consortium is then located. D. Miscellaneous: This Agreement constitutes the entire agreement of the parties. No provision of the Agreement may be amended or modified except by written agreement signed by at least 3/4 of all Voting Members. This Agreement shall be binding upon and inure to the benefit of the Parties' successors in interest and assigns. This Agreement does not confer upon any persons other than the current and all future Parties any rights or remedies under this Agreement. Any provision of this Agreement which is declared invalid or illegal shall in no way affect or invalidate any other provision. The venue for any dispute related to this Agreement shall be King County, Washington. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. This Agreement may be executed in counterparts. Consortium Interlocal Final Page 4 of 8 This Agreement has been executed by each party on the date set forth below: CITY OF BELLEVUE CITY OF KIRKLAND By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: LAKE WASHINGTON SCHOOL UNIVERSITY OF WASHINGTON DISTRICT NO. 414 By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 5 of 8 BELLEVUE COLLEGE By: Its: Date: Approved as to form: BELLEVUE SCHOOL DISTRICT NO. 405 By: Its: Date: Approved as to form: KING COUNTY PUBLIC HOSPITAL CITY OF FEDERAL WAY DISTRICT NO. 2 d /b /a Evergreen Healthcare By: It aMCr r By: Its: Date: Date: Approved as to form: Approved as to form: CITY OF RENTON RENTON SCHOOL DISTRICT NO. 403 By: By: Its.. Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 6 of 8 CITY OF SEATTLE CITY OF ALGONA By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: CITY OF AUBURN CITY OF KENT By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: CITY OF PACIFIC CITY OF PUYALLUP By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 7 of 8 CITY OF TUKWILA VALLEY COMMUNICATIONS CENTER By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 8 of 8 ;l% U 'YOJ t Community Connectivity Consortium Agency Joining Agreement THIS AGREEMENT ( "Agreement ") is entered into between the Community Connectivity Consortium ( "the Consortium ") and City of Federal Way, a public agency organized under the laws of the State of Washington, hereinafter referred to as the "Member" which are parties signatory to this Agreement. Whereas the parties have executed this Agreement on for the purpose of the City of Federal Way becoming a member of the Consortium. By executing this a6reem4nt the City of Federal Way agrees that it has read, understands, agrees to and commits to working with other Consortium members on projects of interest under the Consortium charter, By -Laws and Policies of the Consortium. The Member signer agrees that he /she is authorized to commit the agency to legal agreements and contracts and has full authority to execute this agreement. The Member warrants that it has obtained authorization from its governing body or board to join the Consortium. The member elects to join as a: ® Voting Member ❑ Non - Voting Member In witness whereof, the parties hereto have executed this Agreement on the respective dates indicated below: City of Federal Way By: , Jim Fe 4 rmt C Mayor Community Connectivity Consortium Board Chair late s Dat CHARTER OF THE COMMUNITY CONNECTIVITY CONSORTIUM, A WASHINGTON PUBLIC CORPORATION ARTICLE I NAME AND SEAL The name of this corporation shall be the "Community Connectivity Consortium" ("Consortium'. The corporate seal of the Consortium shall be a circle with the name of the Consortium and the word "SEAL" inscribed therein. ARTICLE II AUTHORITY FOR CONSORTIUM; LIMIT ON LIABILITY Section 1. Authority. The Consortium is a public corporation organized pursuant to Revised Code of Washington ("RCW' 35.21.730 through 35.21.759, as the same now exist or may hereafter be amended, or any successor act or acts (the "Act's, Ordinance No. 4325 of the City of Kirkland, passed on October 18, 2011 and the Interlocal Agreement Establishing the Community Connectivity Consortium adopted and approved by Consortium Members, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference ("Interlocal Agreement'. Section 2. Limitation on Liability. All liabilities incurred by the Consortium shall be satisfied (a) in the case of obligations or liabilities of the Consortium which are not limited recourse in nature, exclusively from the assets, credit, and properties of the Authority, or (b) in the case of obligations or liabilities of the Authority which, by their terms, are limited recourse obligations, from such assets, properties or revenue of the Authority as shall be specifically pledged thereto or otherwise identified as being the source of payment of such limited recourse obligations or liabilities, and no creditor or other person shall have any right of action against or recourse to Consortium Members, their assets, credit or services on account of any debts, obligations, liabilities or acts or omissions of the Consortium. Section 3. Liability of Consortium and Consortium Members. The following disclaimer shall be printed or stamped on all contracts or other documents that may entail any debt or liability by the Consortium: The Community Connectivity Consortium ("Consortium's is a public corporation organized pursuant to the ordinances and approvals of the Consortium Members and RCW 35.21.730 through 35.21.759 and RCW Chapter 39.34. RCW 35.21.750 provides as follows: "[A]II liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority." In no event shall the obligations of the Consortium be payable by recourse against any properties, assets or revenues of the Consortium Members, the State of Washington or any other political subdivision of the State of Washington. No person to whom such obligations are owed shall have any recourse or right of action against the Consortium Members, the State of Washington or any other political subdivision thereof on account of such obligations. Any of the Consortium Members may, by ordinance or contract or pursuant to interlocal agreement, agree to pay (on a contingent basis or otherwise) all or any portion of the obligations of the Authority; however, (1) no Member shall be obligated beyond the proportion of sum specified by ordinance or contract; and (2) no Member shall be obligated, directly or indirectly for the obligations of another Member. ARTICLE III DURATION The duration of the Consortium shall be perpetual except as provided in the Interlocal Agreement. ARTICLE IV PURPOSE The purpose of the Consortium is to acquire, construct, operate, manage and maintain a regional communications network that meets the needs of community institutions, including but not limited to government agencies, hospitals, schools and universities. ARTICLE V POWERS The Consortium shall have and may exercise all lawful powers conferred by state laws, the Interlocal Agreement, this Charter and its Bylaws that are consistent with the purpose of the Consortium. The Consortium in all of its activities and transactions shall be subject to the powers, procedures, and limitations contained in the Interlocal Agreement, this Charter and the Bylaws. ARTICLE VI CONSORTIUM MEETINGS AND BOARD RESPONSIBILITIES Section 1. Consortium Initial Meeting. Upon issuance of this Charter, there shall be an initial meeting of Consortium Members within 60 days. At the initial meeting, Consortium Members shall adopt the Consortium's Bylaws and elect the Consortium Board. The Bylaws shall be approved and a Board member shall be deemed elected to the Board if they receive a majority vote of all Consortium Members with voting member status. Thereafter, the Board shall manage and oversee the Consortium's activities, in accordance with the Interlocal Agreement. Section 2. Board Meetings and Membership Meetings. The Board shall meet as necessary to oversee the operations of the Consortium. After the initial meeting, the Consortium Members shall meet no less than once per year. To the extent required by law, notice of Consortium meetings shall be given in a manner consistent with RCW Chapter 42.30, the Open Public Meetings Act. Section 3. Board Composition, Powers and Responsibilities. A. Composition. The composition of the Consortium Board shall be set forth in the Consortium Bylaws, provided that the composition of the Consortium Board may not be changed without the approval of 75% or more of the Voting Members of the Consortium. The Consortium Board shall recommend a representative composition of the Board at the Annual Meeting. B. Consortium Board Terms. The Consortium Board terms shall be set forth in the Consortium Bylaws. C. Powers. The Consortium Board shall govern the Consortium. The powers of the Consortium Board shall be to: (1) develop and recommend the Consortium's Bylaws for approval by the Consortium Members; (2) create Consortium work programs; (3) determine services to be provided; (4) develop an annual budget for adoption by Consortium Members; (5) review and propose a membership policy; (6) recommend a fee policy for approval by the Consortium Members; (7) make purchases or contract for services to accomplish the purposes of the Consortium; (8) enter into agreements with third parties for goods and services as necessary to carry out the Consortium's purposes; (9) hire staff, consultants or private vendors as necessary; (10) identify and contract for the services of Fiscal Agent for the purposes of carrying out and recording Consortium financial transactions; (11) approve expenditures of funds; and (12) conduct any and all other business allowed by applicable law. The incurrence of debt by the Consortium requires the prior approval of all of the governing bodies of current Voting Members. D. Responsibilities of Consortium Board Members. Consortium Board Members shall participate fully in matters before the Board, attend all meetings, advocate on behalf of the Consortium, and contribute expertise to guide decisions. E. Bylaws. The Consortium Members shall adopt Bylaws that govern Consortium operations and decision making. F. Consortium Membership. Membership in the Consortium shall be limited to government agencies authorized to become signatories to an Interlocal Agreement as authorized by RCW 39.34.030, and who contribute assets, resources, and /or shared services for the benefit of members. The addition of new members shall be subject to the approval of a simple majority of the Consortium Board, as established by the Consortium, to manage its operations. ARTICLE VII VOTING In conducting Consortium business, Voting Members will cast a single vote with all votes being equal. A meeting quorum for Board Meetings shall be considered to be a simple majority of the Board Members. A meeting quorum for Consortium Member meetings shall be a simple majority of Voting Members. It is the desire of the Consortium that decisions be made by consensus, but a simple majority vote of all of the Voting Members present, either in person, electronically or by proxy, shall decide matters at Consortium Member meetings. A simple majority vote of all of the board members present, either in person, electronically or by proxy, shall decide matters at Consortium Board meetings. A second vote may be called in the event of a tie to arrive at a decision. A second tie will table the discussion until the next regularly scheduled meeting. ARTICLE VIII FINANCE AND BUDGET The Consortium Board is authorized to accept grants and such other financial opportunities as may arise in order to accomplish the purposes of the Consortium consistent with Chapter 39.34 RCW. The Consortium is empowered to receive all funds and assets allocated to it by its members. The Consortium Board may establish partnerships with public and private corporations or entities as allowed by law. The Consortium Board shall recommend an annual budget for adoption by the Consortium Members. A. Ownership of Property. The Consortium may own real and personal properties. Ownership of assets, such as fiber strands, equipment or software, shall be defined in the allocation noted within any Consortium Project Agreement to which the Member is signatory. Assets deemed surplus by participants in a Project Agreement shall be held by the Consortium in an Asset Bank administered by the Consortium Board for the benefit of the Consortium Members. Future allocation of surplus assets shall be at the discretion of the Consortium Board. Existing assets owned by the Consortium Members may be transferred to the Consortium for the benefit of Consortium Members at the owner's discretion. B. Retained Responsibility and Authority. Consortium Members retain the responsibility and authority for managing and maintaining their own internal Fiber Optic systems, including security and privacy of all data which may be linked to the Consortium's network. C. Fiscal Agent. The Fiscal Agent refers to that agency or government that performs all accounting services for the Consortium as it may require, in accordance with the requirements of Chapter 39.34 RCW. The Consortium Board shall appoint a Fiscal Agent for the Consortium. The Fiscal Agent shall have a non - voting, ex off=icio seat on the Consortium Board if the agency is not serving on a Consortium Board seat. D. Intergovernmental Cooperation. The Consortium will cooperate with federal, state, county, and other local agencies to maximize use of any grant funds or other resources and enhance the effectiveness of the Consortium systems, programs and projects. E. Voting Members. Voting Members shall contribute to the Consortium in accordance with the fee policy adopted by the Consortium Membership. ARTICLE IX. CONSTITUENCY There shall be no constituency of the Consortium. ARTICLE X AMENDMENT OF CHARTER AND BYLAWS Section 1. Amendments to Bylaws. The Board may propose amendments to the Bylaws for consideration and voting by the general membership at a general membership meeting. Amendments to the Bylaws shall be deemed approved if the amendment proposal receives affirmative votes from a majority of all Voting Members. Section 2. Amendments to Charter. Proposals to amend this Charter shall be submitted to the Board for review. If the Board recommends approval of the Charter amendment, the amendment proposal shall be submitted to the governing bodies of the Consortium Members. The proposed amendment shall not be effective until approved by the governing bodies of at least 75% of all Voting Members. ARTICLE XI COMMENCEMENT The Consortium shall commence its existence effective upon the issuance of its Charter as sealed and attested by the City Clerk of the City of Kirkland, as provided in the Ordinance adopting this Charter. ARTICLE XII DISSOLUTION Dissolution of the Consortium shall be in the form and manner set forth in the Interlocal Agreement and as may be required by state law. CERTIFICATE I, the undersigned, City Clerk of the City of Kirkland, Washington, do hereby certify that the attached CHARTER OF THE COMMUNITY CONNECTIVITY CONSORTIUM, A WASHINGTON PUBLIC CORPORATION is a true and correct origino of such Charter as authorized by Ordinance No. 4325 of the City of Kirkland, this 2% clay of 2011. City Clerk of the City of Kirkland, Washington Community Connectivity Consortium Bylaws Purpose The purpose of these Bylaws is to establish the means by which the Community Connectivity Consortium (hereinafter — Consortium) shall regulate and direct itself and identify and document the Consortium's operating procedures and principles for management of the Consortium's business activities by the Consortium's Board. 2. Goals and Principles The guiding operating principles of the Consortium are to: • Provide for efficient, flexible, robust, secure and cost - effective communications; resiliency for disaster recovery, emergency and public safety connectivity, disaster recovery and business continuity for Members and constituents; improved inter - agency communications; and an open - access network to serve communities and their anchor institutions. • Optimize use of the Consortium's assets through: (1) efficient administration; (2) effective policies and procedures; (3) capable execution of projects; and (4) adequate record keeping, documentation and inventory of Consortium operations and assets. • Effectively leverage member and Consortium resources to obtain grant funding, develop shared resources for the benefit of Members, and develop fiscal opportunities that support the Consortium's goals. • Work collaboratively to optimize available resources, including knowledge, pathway, design, assets, budget, administration, and any other expertise necessary in a manner that is equitable and flexible across the long term. 3. Agreement These Bylaws shall be reviewed and recommended by the Consortium Board to the Consortium Members for adoption. These Bylaws may be amended upon recommendation by the Consortium Board to the Consortium Members for adoption of any changes with the approval of at least a majority of all Voting Members. These Bylaws shall be reviewed annually by the Consortium Board. CCC Bylaws Page 1 of 8 (05.08.14 rev) 4. Operating Committees & Boards A. Composition of Consortium Board. The Consortium Board is comprised of representatives appointed by member agencies. These representatives should possess the special knowledge required to participate in the conduct of Consortium business and should include the Chief Information Officer, Information Technology Director, or other designee. The initial Consortium Board shall be made up of four Core and five At -Large seats. The initial Core seats of the Consortium Board are the original signers of the first interlocal agreement that established the Consortium (the University of Washington, the Lake Washington School District, City of Bellevue and the City of Kirkland) and have made significant investments to establish the initial backbone of the Consortium network. The At -Large seats are open to all voting members of the Consortium. The Consortium Board shall represent the diversity and perspectives of the Consortium members and shall strive to balance the Board seats with a mix of anchor institutions considering types of organizations (e.g., government, education and health care, etc.), geographic representation (e.g., Seattle, east King County, south King County, etc.), and other categories that may arise. The Consortium Board shall recommend a representative composition of the Board at the Annual Meeting. The Consortium may change the composition and number of Board positions — including the number of Core and At -Large seats —as the needs of the Consortium may dictate. Any change to the composition of the Consortium Board shall require the approval of at least 75% of all Consortium Voting Members. B. Consortium Board Terms. The initial At -Large seats shall be elected by the Consortium Voting Members for one, two or three -year staggered terms to minimize turnover and ensure continuity in the Board. Thereafter, all seats shall serve a three year term. At -large terms shall be: two at -large Members elected for a one year term, two at -large Members elected for a two year term, and one at -large Member elected for a three year term. Board Members, at their first meeting, will use a random selection method to determine the term of each At- large seat. Elections shall take place at the Consortium's Annual Meeting. The Core seats shall have a three year term. At the conclusion of each three year term the Consortium Board will review the makeup of the Core seats based on sunk investments, level of effort towards Consortium goals (e.g., project management, engineering, regional coordination, administrative, etc.), budget contributions and any other factors demonstrating on -going commitment and achievement and propose any appropriate changes in Core seat assignment. If a seat is vacant and the Consortium Member is not able to replace its representative, the Consortium Board may elect another Member or hold an election to fill the remaining term of the seat. C. Operating Committees. The Members of the Consortium Board shall appoint Consortium Members to such operating committees as deemed necessary by the Board to assist in the operations of the Consortium. The Consortium Board may, at its discretion, vote on the formation of such committees as necessary for the orderly business operation of the Consortium. Possible future committees are Operations, Finance, and Nominating. CCC Bylaws Page 2 of 8 (05.08.14 rev) D. Consortium Officers. The Consortium Board shall select a Chair, a Vice- Chair and a Secretary. The Vice -Chair will act as Board Chair in the absence of the Chair. The Chair, Vice -Chair and Secretary shall each serve a two -year term. In the event a Chair is unable to complete its term, the unfilled portion shall be filled by the Vice - Chair. If the Vice -Chair is vacated, the Board or Committee shall elect a new Vice - Chair. The election of officers is at the discretion of the Consortium Board and may be by written, electronic or verbal ballot. The Consortium Board shall select a Chair and Vice -Chair for any committees it creates. The duties of any Consortium officers shall be those normally associated with the office and include chairing meetings, coordinating agendas, acting on behalf of the Consortium as directed by Board action, and other duties to ensure the effective and efficient operations of the Consortium. E. Consortium Board Member Responsibilities. Consortium Board Members shall participate in the preparation of the annual budget recommendation to be presented for Member adoption at the Consortium's Annual Meeting. The budget document shall contain, at a minimum, an annual report including significant project update reports. The Consortium Board Members shall stay informed on or be directly engaged in the activities of Consortium committees and projects to fulfill the Consortium Board's oversight role of ensuring adequate progress and achievement of goals. Consortium Board Members may contribute resources towards efficient operation of the Consortium, including but not limited to staff expertise, time and effort for outreach and coordination, materials, budget commitments, etc. F. Member Responsibilities. Any Member may attend any Board or committee meeting and is encouraged to participate as much as feasible. Members shall represent the interests and legal obligations of their agencies in all matters. Members shall also be the liaison to their organizations and facilitate effective communications and coordination on behalf of their agency. The Consortium will not reimburse a Member for its time serving on the Consortium Board or operating committees. No Member will be an agent of the Consortium or has the power to bind the Consortium in any manner solely by virtue of such Member's Consortium Membership. G. Removal of Officers. Consortium Board Officers may be removed, with cause, at any meeting of the Consortium Members. Notice of such action will be published as an agenda item and voted on by the Consortium Voting Members. Committee Officers may be removed by the Consortium Board at any of the Board meetings. 5. Membership Policy A. Membership Types. There are two Membership Classes — Voting and Non - Voting. The Consortium shall maintain a Membership roster designating Voting and Non - Voting members. B. Voting Members. Voting Members shall enjoy full privileges, including voting, sharing of risks and rewards, ownership of assets, and other benefits. Voting Members are expected to positively contribute to Consortium governance and operation, provide in -kind contributions of conduit, staff time or funding and CCC Bylaws Page 3 of 8 (05.08.14 rev) actively participate in meetings, Consortium projects, and regional activities that further the Consortium's mission. Voting Members who fail to actively participate during a four year period may, upon notice and by a vote of the Consortium Board, have their membership status changed to Non - Voting Member based on a finding by the Board that the Member has not actively participated during the applicable four year period. C. Non - Voting Members. Non - Voting Members may participate in Consortium Project Agreements that are within and /or affect their jurisdiction, but are not required to actively participate in Consortium business or governance. Non - Voting members may attend Consortium meetings and provide input but may not vote. Non - Voting Members are not required to contribute to Consortium governance or operation and are not eligible for distribution of Consortium assets in the event of dissolution of the Consortium. D. Attaining Membership. A public agency desiring membership in the Consortium must express its interest in writing to the Consortium Board. The letter of interest should identify the type of membership sought and how the agency's interests align with the goals and principles of the Consortium. The Consortium Board shall review the request and take action accordingly: 1. Non - Voting Members. For agencies seeking non - voting membership because of limited and discrete interests (e.g., connecting a facility), the Consortium Board can take action on the membership request at its next available Board meeting. Non - voting members should participate in committee and project meetings appropriate to their interests. 2. Voting Members. For agencies seeking full voting membership, the Consortium Board can consider the request, and if approved, allow immediate admittance as a non - voting member. Prior to admittance as a full voting member, applicants must serve a one -year period as a non - voting member. The one - year period begins when the Consortium Board approves the request after it reviews the letter of interest. During the one -year non - voting period, the applicant should attend Board and /or committee meetings for one year to demonstrate sincere interest and willingness to actively participate and engage in the collaborative partnership. Final admittance as a full voting member is established by a majority vote of the full voting membership based upon demonstrated ability to develop and maintain effective partnerships in alignment with Consortium goals and objectives. E. Member Withdrawal. A Consortium Member may notify the Consortium of its intent to withdraw from this Agreement by written notice to the Consortium Board. Any commitment for the current calendar year shall be terminated upon such withdrawal. The Consortium Member withdrawing from the Consortium also forfeits any of the Consortium Member's proportional interest in Consortium assets including but not limited to: (1) ownership rights to hardware, software, fiber and /or services owned /provided by the Consortium, and (2) any funds associated with Consortium products and /or services. The Consortium Member seeking withdrawal shall continue full participation in any Consortium Project Agreements executed during the Membership period. A Member retains full ownership in assets designated as belonging to the Member in any Consortium Project CCC Bylaws Page 4 of 8 (05.08.14 rev) Agreement but may elect to transfer assets back to the Consortium with the agreement of the Consortium Board. 6. Dispute Resolution Disputes regarding asset ownership or any other aspect of the Consortium's business activities shall be brought to the attention of the Consortium Board for resolution. In the event a resolution is not possible, either party to the dispute may escalate the issue to the Membership at the Consortium's Annual Meeting or a Special Meeting. The vote of the Membership shall be the final decision of the Consortium. 7. Meetings A. Frequency — The Consortium Board shall conduct at a minimum an annual meeting of the Consortium Members, to be held on the second Thursday in May of each year at 2:00 p.m., at a location determined by the Board no later than the first quarterly Board meeting of the year in which the General Members Meeting will be held. Additionally, the Consortium Board shall meet not less than quarterly to conduct Consortium business and oversight. B. Notices — Meeting notices shall be distributed 10 days in advance of Consortium Board and 30 days in advance of Consortium Members meetings. Such notices shall include an agenda covering topics to be discussed along with any materials related to matters up for a vote. C. Attendance — It is the responsibility of each Consortium Member to fully participate in the governance of the Consortium. Consortium Members are encouraged to attend all meetings. D. Minutes — Minutes shall be taken and made available to Members at Consortium Board and Consortium Members meetings. Meeting minutes shall be available no later than 15 days after the meeting's occurrence. E. Quorum, Voting —A quorum shall be a simple majority of all Voting Members. Unless a different percentage is required by the ILA, the Charter or by law, action at any Meeting shall be action of the Consortium if the action is approved by at least a majority of those present at the meeting, provided a quorum is present. No action may be taken at a meeting at which a quorum is not present, except to adjourn the meeting to another time and /or place. F. Voting by Proxy — While members are encouraged to attend meetings, circumstances may occur wherein a member cannot cast a ballot in- person. A vote by proxy on matters brought before the Board and /or General Membership maybe cast, at the discretion of the Board Chair, by emailing the Board Chair no later than 48 hours prior to the meeting. The proxy vote shall be counted as if tendered in person and included in the meeting minutes. G. Electronic Voting - The Chair of the Board may authorize an electronic vote by email if a question needs to be acted upon by the board in between physical meetings. Any action taken electronically will be formally recorded into the minutes of the next Board meeting. CCC Bylaws Page 5 of 8 (05.08.14 rev) 8. Fiscal Agent The Fiscal Agent for the Consortium shall be appointed by the Consortium Board for a term of three years. The City of Bellevue is the Consortium's current Fiscal Agent for monetary matters wherein the Consortium receives or spends funds on behalf of the Consortium. 9. Assets A. As described in the Consortium's Interlocal Agreement, the Consortium will maintain a bank of surplus fiber and other assets to be distributed to Members, for revenue generation and use by customers based on demonstrated need and for benefit to the Consortium and its Members' communities. Decisions regarding distribution of banked assets shall be at the discretion of the Consortium Board. B. An accurate asset inventory shall be maintained by the Consortium's Fiscal Agent and reported annually to the Membership. Consortium Members shall support the inventory by providing necessary documentation and information. C. Maintenance costs for assets such as banked fiber shall be evenly distributed to the Voting Members. In the event of a fiber break, the lead agency for the Project Agreement covering the cable installation shall immediately notify the Consortium and have the fiber repaired with all due diligence as described within the Project Agreement, passing costs to the appropriate Members upon receipt of the vendor's invoicing. The Consortium may own other assets related to the mission and goals of the Consortium. Such assets shall be maintained and inventoried and costs shared by the Voting Members through Consortium dues as approved in the annual Consortium budget. D. Allocation of assets for each project will follow these guidelines: a. Member - funded projects: Asset ownership is determined in each Project Agreement and cost is prorated among the participating Members. b. Grant - funded projects: All assets are owned by the Consortium and allocated by the Consortium Board based on the following priorities: i. Priority 1 — To achieve the objectives of the grant project. If one of the objectives is a future capability, assets must be set aside for this until that project is ready. i. Priority 2 — To achieve objectives of Members who contribute to a grant project either through assets, right of way, staff time, facilities, or other contributions. iii. Priority 3 — To achieve the objectives of Members who have a demonstrated need to use grant- funded assets. iv. All Members requesting use of grant assets under Priority 2 and 3 must demonstrate necessity with a report or presentation showing needs analysis and how the assets will be used. v. All use must fit within grant guidelines and be tracked for grant audit CCC Bylaws Page 6 of 8 (05.08.14 rev) purposes. vi. All unallocated assets will be retained in an Asset Bank for future needs. c. The following general rules shall be used as a starting point for discussion and negotiation of fiber allocation: i. To connect a facility: 6 strands (2 for primary, 2 for backup, 2 for spares) ii. For a traffic network: 12 strands for small to mid -size city, 24 strands for mid to large city. 10. Projects All Fiber Optic Projects among participating Members shall have a Consortium Project Agreement specifying the participating agencies, Lead Agency and project manager, route, assets, etc. as described in the Consortium Project Agreement Template. Projects will follow the template established for Consortium projects to ensure consistency. Each fully executed Project Agreement will be filed with the Fiscal Agent for record keeping purposes. The Lead Agency is responsible for the successful execution of Consortium Projects. 11. Procurement/Contracting For expenditures that flow through the Consortium, the Consortium shall adopt and be guided by the initial Fiscal Agent's Contracting Policy as the basis for all contracting /purchasing decisions. Contracts up to $50,000 may be approved and executed by the Consortium Board Chair or designee as contained in the Consortium. Contracts exceeding $50,000 shall require approval by the Consortium Board. 12. Staffing The Consortium Board may recommend to the Consortium Members staff positions necessary for the continued business operations of the Consortium. Such recommendation shall contain a compensation assessment and be included in the annual budget process 13.Amending Bylaws Except as otherwise provided herein, these Bylaws may be modified or amended by the general membership upon the recommendation of the Consortium Board. At a minimum, the Consortium Board shall, on an annual basis, review the current Bylaws and make recommendations regarding potential changes at the Consortium Members annual meeting. Amendments to the Bylaws must be approved by at least a majority of all Voting Members. Definition of Terms A. Asset Bank — Fiber that is classified by the participants in a Project Agreement as surplus to the project and transferred to the Consortium for future use by the CCC Bylaws Page 7 of 8 (05.08.14 rev) members; fiber that may be donated to the Consortium by a member for the future use by the members. B. Customer — A customer of the Consortium is any entity that contracts for services from the Consortium. Said services may be the sharing of resources, network connectivity and other services as defined by the Community Connectivity Consortium Board. C. Consortium Project Agreement — This is an agreement for a specific project with participating members that defines the contractual relationships between and amongst the members of the agreement. D. Fiscal Agent - An entity that handles fiscal matters for a group, including contracting, procurement, disbursement of payment funds, grant management, financial accounting for such funds as may be required, administrative record keeping, asset tracking, and the production of reports necessary to the conduct of the group's business activities. E. Interlocal Agreement —An agreement executed under RCW 39.34.030 that provides statutory authority for the formation of such agreements. Such agreements are limited to government entities /agencies. F. Lead Agency — The participating agency designated by mutual consent in a Project Agreement and empowered to enter into contracts, oversee project construction and perform on -going maintenance responsibilities. G. Voting Member — Any Consortium Member that provides assets, funding, staff or other shared resources for the benefit of the Consortium and participates actively in Consortium matters including the Consortium's annual meeting and committee /board assignments. H. Network — A computer network is a group of devices interconnected for the purpose of communication. I. Non - Voting Member — Any Consortium Member that participates in specific project Consortium Project Agreements but not in the Consortium's business or oversight activities. THESE BYLAWS are adopted by resolution of the Community Connectivity Consortium Board this 8t" day of May, 2014. Secretary CCC Bylaws Page 8 of 8 (05.08.14 rev)