AG 15-178 - Community Connectivity ConsortiumRETURN 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.
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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.
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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
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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
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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.
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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
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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
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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
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