HomeMy WebLinkAbout1861Resolution No. 1861
(Amending or Repealing Resolutions)
CFN = 1155 -Information Technology
Passed-7/3/2012
Community Connectivity Consortium Resolution
The date ["Begtnmng July 1, 1998"] has led to confus1on Th1s date Will be deleted from cover sheets of
ordtnance/resolut1on rev1s1on pages Th1s cover sheet Will be deleted on electronic pages only, no other
deletions or changes have been made to the document-6/21/2012
RESOLUTION NO. ---"-/_,.(f_&_',_,_/ __
A RESOLUTION of the city council of the
city of Kent, Washington, acknowledging the
formation of the Community Connectivity
Consortium, a public corporation, authorizing the
city of Kent to enter into an interlocal agreement
establishing the Community Connectivity
Consortium between the city of Kent and other
government agencies for the construction and
management of fiber optic projects, and approving
the charter of the Community Connectivity
Consortium.
RECITALS
A. By Resolution No. 1823, the city council of the city of Kent
authorized the mayor to execute an agreement to join the Regional Fiber
Consortium, the purpose of which is to construct and operate regional fiber
optic facilities.
B. At the time of the authorization, the format of the Regional
Fiber Consortium was being modified and new members were being added.
C. The city of Kent elected to wait for the final format before
joining the Regional Fiber Consortium.
1 Community Connectivity
Consortium Resolution
D. The current members of the Regional Fiber Consortium, along
with new local government agencies, wish to establish a public corporation
called the Community Connectivity Consortium ("Consortium") and enter
into a new interlocal agreement that updates and streamlines the
Consortium's policies and procedures.
E. Chapter 39.34 RCW authorizes the city of Kent to enter into
an interlocal cooperation agreement to perform any governmental service,
activity, or undertaking that each contracting party is authorized by law to
perform and RCWs 35.21.730 through 35.21.759 authorize the formation
of a public corporation.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, DOES HEREBY RESOLVE AS FOLLOWS:
RESOLUTION
SECTION 1. The mayor of the city of Kent is authorized by this
resolution to execute on behalf of the city of Kent an interlocal agreement
substantially similar to that attached as Exhibit A, which is titled
"Interlocal Agreement Establishing the Community Connectivity
Consortium."
SECTION 2. The city council of the city of Kent acknowledges the
creation of a public authority by the City of Kirkland to be designated as the
Community Connectivity Consortium ("Consortium"). 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. The charter for the Consortium, along the with
bylaws of the Consortium, are attached as Exhibits B and C.
2 Community Connectivity
Consortium Resolution
SECTION 3. The Consortium is an independent legal entity
exclusively responsible for its own debts, obligations and liabilities. All
liabilities incurred by the Consortium shall be satisfied exclusively from the
assets and credit of the Consortium. No creditor or other person shall have
any recourse to the assets, credit, or services of the city of Kent on account
of any debts, obligations, liabilities, acts, or omissions of the Consortium.
SECTION 4. -Severabilitv. If any one or more section, subsection,
or sentence of this resolution is held to be unconstitutional or invalid, that
decision shall not affect the validity of the remaining portion of this resolution
and that remaining portion shall maintain its full force and effect.
SECTION 5. -Effective Date. This resolution shall take effect and be
in force immediately upon its passage.
PASSED at a regular open public meeting by the City Council of the ,,
r-'1 ,f ,~_/ _/·j , _(~· '
City of Kent, Washington, this , ~J • ,x. ' day of --,-'?'?"'!t"'"'""'""·;1e;;'r""" ___ , 2012.
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Community Connectivity
Consortium Resolution
APPROVED AS TO FORM:
I hereby certify that this is a true and correct copy of Resolution No.
/,:f6 / passed by the City Council of the City of Kent, Washington, the
/;).·%,(/day of ,~Jj? , 2012.
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P:\Civil\Resolution\Community Connectivity Consortium Jtcsolution,docx
4 Community Connectivity
Consortium Resolution
EXHIBIT A
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 Washingion, 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; (1 0)
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 lnterlocal Agreement: General Terms and
Conditions for Sharing Fiber Optic Installation Projects, which took effect on December
6, 2003 ("Fiber lnterlocal"), 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 lnterlocal Agreement: General Terms and
Conditions for Sharing Fiber Optic Installation Projects, effective December 6, 2003
("Fiber lnterlocal") 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 lnterlocal and the joining amendments were fully executed by the participating
parties; and
Whereas all projects to be completed under the Fiber lnterlocal 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 lnterlocal Final Page1 of8
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 ofTukwila, 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 fonnlng 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 lnterlocal.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
I. 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.
II. 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 lnterlooal 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.
Ill. 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 lnterlocal 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 Product/Confidentiality: All work product including records, data,
information, documents, files, designs, sketches, finished or unfinished
documenis or other documents, material or data produced in performance of
this Agreement shall become the property of the Consortium. All sucli 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 lnterlocal 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% 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 lnterlocal Final Page 4 of B
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 lnterlocal Final PageS ofB
BELLEVUE COLLEGE BELLEVUE SCHOOL DISTRICT NO. 405
By: By:
Its: Its:
Date: Date:
Approved as to form: Approved as to form:
KING COUNTY PUBLIC HOSPITAL CITY OF FEDERAL WAY
DISTRICT NO. 2 d/b/a Evergreen
Healthcare
By:
Its:
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 lnterlocal Final Page6 of8
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 lnterlocal Final Page 7 of 6
CITY OF TUKWILA VALLEY COMMUNICATIONS CENTER
By: _______ _ By: _______ _
Its: ----~-------------Its: -------------------
Date: ________________ _ Date: ________________ _
Approved as to form: Approved as to form:
Consortium lnterlocal Final Page8 of8
EXHIBIT B
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"
C'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 C'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"), Ordinance No. __ of the
City of Kirkland, passed on 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 incorp6rated herein by this reference C'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 C'Consortium'~ 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]IIIiabllltles 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 lnterlocal
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.
ARTICLEV
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 t11e 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 majorily 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 ali 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 officio
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 oonstituency 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 Mempers.
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
PUBUC CORPORATION is a true and correct original of such Charter as authorized by Ordinance
No. __ of the City of this_ day of 2011.
City Clerk of the City of __ ___, Washington
EXHIBIT C
Community Connectivity Consortium
Bylaws
1. 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 resource? to obtain grant
funding, develop shared resources .for the benefit.ofMembers,.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 (07.13.11 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 ofthe 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
CCC Bylaws Page 2 of 8 (07.13.11 rev)
committees as necessary for the orderly business operation of the
Consortium. Possible future committees are Operations, Finance, and
Nominating.
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 p(eparation 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
CCC Bylaws Page 3 of 8 (07.13.11 rev)
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 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:
CCC Bylaws
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.
Page 4 of 8 (07.13.11 rev)
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
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 Bellevue City Hall at 2:00 p.m. 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·ln advance.ofConsortlum 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 avail!lble no later than 15 days after the meeting's occurrence.
E. Quorum, Voting -A quorum shall be a simple majority of all Voting Members.
CCC Bylaws
Unless a different percentage Is required by the I LA, 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
Page 5 of 8 (07.13.11 rev)
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.
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 lnterlocal 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 s[lall 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:
CCC Bylaws
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.
ii. 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.
Page 6 of 8 (07.13.11 rev)
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 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:
10. Projects
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.
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 Projecis.
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
CCC Bylaws Page 7 of 8 (07.13.11 rev)
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 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 contract.ual 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. lnterlocal 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 entitiesfagencies.
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
committeefboard assignments.
H. Network-A computer network is a group of devices interconnected for the
purpose of communication.
I. Nonc'v'otingMember-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 __ day of , 2011,
Secretary
CCC Bylaws Page 8 of 8 (07.13.11 rev)