HomeMy WebLinkAbout4729RESOLUTION NO. 4729
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, APPROVING
THE FORMATION OF THE COMMUNITITY
CONNECTIVITY CONSORTIUM, A PUBLIC
CORPORATION, AUTHORIZING THE MAYOR AND
CITY CLERK TO ENTER INTO AN INTERLOCAL
AGREEMENT ESTABLISHING THE COMMUNITY
CONNECTIVITY CONSORTIUM BETWEEN THE
CITY AND OTHER GOVERNMENT AGENCIES FOR
THE CONSTRUCTION AND MANAGEMENT OF
FIBER OPTIC PROJECTS, AND APPROVING THE
CHARTER OF THE COMMUNITY CONNECTIVITY
CONSORTIUM
WHEREAS, the City of Auburn ( "City ") is a participant and member of the
Regional Fiber Consortium, the purpose of which is to construct and operate
regional fiber optic facilities; and
WHEREAS, 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; and
WHEREAS, Chapter 39.34 RCW authorizes the City to enter into an
interlocal cooperation agreement to perform any governmental service, activity or
undertaking which each contracting party is authorized by law to perform and
RCW 35 21 730 through 35 21.759 authorizes the formation of a public
corporation
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
HEREBY RESOLVES as follows:
Resolution No 4729
August 2, 2011
Page 1 of 3
Section 1. That the Mayor is hereby authorized to execute on behalf of
the City an interlocal agreement substantially similar to that attached as Exhibit
A, which is entitled "Interlocal Agreement Establishing the Community
Connectivity Consortium."
Section 2. The City hereby approves 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 proposed form of ordinance to be
considered by the City Council of the City of Kirkland, along with a draft of the
Charter for the Consortium, attached hereto as Exhibits B and C respectively, are
hereby approved The City hereby approves the formation by the City of Kirkland
of the Consortium by the approval of such Ordinance and Charter substantially in
the form presented to this Council
Section 3. The Consortium shall be 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 on account of any debts, obligations,
liabilities, acts or omissions of the Consortium.
Section 4. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Resolution No 4729
August 2, 2011
Page 2 of 3
Section 5. That this Resolution shall take effect and be in full force
upon passage and signatures hereon
Dated and Signed this I / day of
ATTEST
60,,,,,,k_Y
Danielle E Daskam, City Clerk
APP VED S TO FORM.
niel B. Hei. , City A
Resolution No 4729
August 2, 2011
Page 3 of 3
,2011
PETER B. LEWIS
MAYOR
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:
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 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 Product/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 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 Inter local Final Page 4 of 8
MAR -21 -2012 14:19
P.07
CITY OF SEATTIE
By:
CITY OF ALGONA
By: 1.�..../�
its:
Its: mporest.
Date:
Date: 3-2u-( 2.
Approved as to form:
Approv d as
A,.: L am*,
o fom,
ell K AILT:o Zesod, f
CITY OF AUBURN
By
CITY OF KENT
By:
Its:
Its:
Date:
Date:
Approved as to form: •
•
Approved as to form:
CITY OF PACIFIC
By :_
CITY OF PUYALLUP
By
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
Consortium Naiad Final Page 7418
CITY OF SEATTLE
By:
CITY OF ALGONA
By:
Its*
Its:
Date:
Date
Approved as to form:
Approved as to form:
CITY OF AUBURN
r
CITY OF KENT
By
By:
Its M A ya 2_
Its:
Date: SEP 1 9
2011
Date.
Approved - to form:
f/ I
11 1 mss,
Approved as to form:
CITY OF P' IFIC
By:
CITY OF PUYALLUP
By:
Its:
Its:
Date:
Date:
Approved as to form*
Approved as to form*
Consortium Interlocal Final Page 7 of 8
This Agreement has been executed by each party on the date set forth below
CITY OF BELLEVUE
By
CITY OF KIRKLAND
By.
Its. 1� Lt'
Its.
Date: if- 1'i- -1/
Date:
Approved as to form.
4
Approved as to form
E WAS GTON SCHOOL
+ISTRICT NO. 414
By.
UNIVERSITY OF WASHINGTON
By
Its-
Its
Date -
Date
Approved as to form
Approved as to form:
Consortium Interlocal Final Page 5 of 8
This Agreement has been executed by each party on the date set forth below:
CITY'OF BELLEVUE
By:
CITY OF KIRKLAND
By: !„.6/ ■
•
1
, 1 V
Its:
Its: WARM
Date:
e
Date: it 1 ,3 t
Approved as to form:
Approved as to form:
LAKE WASHINGTON SCHOOL
DISTRICT NO.:414
By:
UNIVERSITY OF WASHINGTON
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
Consortium Interlocal Final Page 5 of 8
CITY OF SEATTLE
By:
CITY OF ALGONA
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
CITY OF AUBURN
By:
CITY OF KENT
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
CITY OF PACIFIC
By:
CITY OF PUYALLUP
By.
Its: On.
Its:
Date: — 27 //
Date:
Approved as to form:
Approved as to form-
Consomum Interbcal Final Page 7 of 8
BELLEVUE COLLEGE
By:
BELLEVUE SCHOOL DISTRICT NO. 405
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
KING COUNTY PUBLIC HOSPITAL
DISTRICT NO. 2 dlbla Evergreen
Healthcare
By:
CITY OF FEDERAL WAY
By:
Its:
Date
Its:
Date:
Approved as to form:
Approved as to form:
CITY OF
By:
RENTON
/
`\ '. ■ / /
RENTON SCHOOL DISTRICT NO. 403
By:
_
Its: De is aw, Mayor 9- ,'t;t_20p
Its:
ATTEST:
Approved
J. It/ ■Date:
Bonnie I. Walton, City Clerk
as to form:
Approved as to form:
.
•.
r
Consortium Interlocal Fih�l`'�� 'y '' , +`
Page 6 of 8
CI Y OF SEATTLE
Irl•
By: JO I LL,Av■ M: &\1 LA&L
CITY OF ALGONA
By:
Its: ,CV's ve. - 'TF -C cvtli_13c - -Y oV- \CE
Its.
Date: 2 Q '0o— - d' \
Date:
:Approved as-to,form:
1 r lAk\led
Approved as to form:
CITY OF AUBURN
By.
CITY OF KENT
By:,
Its
Its:
Date: _ _
Date._ __ _
Approved as to form:
Approved as to form:
CITYOF PACIFIC
.By:
CITY OF PUYALLUP
By:
Its:
Its:
Date:
Date:
Approved as_to form:
Approved as to form:
Consortium,Interlocal Final Page 7 of 8
BELLEVUE COLLEGE
By:
BELLEVUE SCHOOL DISTRICT NO. 405
By:
Its: tMenvn'V eStdem —
Its:
Date: A,,, t - .2A % \
Date:
Approved as to form:
Approved as to form:
KING COUNTY PUBLIC HOSPITAL
DISTRICT NO. 2 d/bla Evergreen
Healthcare
By:
CITY OF FEDERAL WAY
By:
Its:
Date:
Its:
Date:
Approved as to form:
Approved as to form:
CITY OF RENTON
By:
RENTON SCHOOL DISTRICT NO. 403
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
Consortium Interlocal Final
Page 8 of 8
BELLEVUE COLLEGE
By:
BELLEVUE SCHOOL DISTRICT NO. 405
By•%i/.' ,
Its.
Its.'I �� . _ as is oYc
Date:
Date: .'S oc r- t I
Approved as to form.
Approved as to form:
o 16)51,,
KING COUNTY PUBLIC HOSPITAL
DISTRICT NO. 2 dlb /a Evergreen
Healthcare
By:
CITY OF FEDERAL WA
By:
Its:
Date:
Its:
Date:
Approved as to form.
Approved as to form:
CITY OF RENTON
By:
RENTON SCHOOL DISTRICT NO. 403
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
Consortium Interlocal Final
Page 6 of 8
This Agreement has been executed by each party on the date set forth below:
CITY OF BELLEVUE
By:
CITY OF KIRKLAND
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
LAKE WASHINGTON SCHOOL
DISTRICT NO. 414
/,
By: �. ' r
UNIVERSITY OF WASHINGTON
By:
Its:
Its: ;IL —
Date:
Date: ai
This Agreement has been executed by each party on the date set forth below:
-
CITY OF BELLEVUE
By:
CITY OF KIRKLAND
By:
Its:
Its:
Date:.
Date:
Approved as to form:
Approved as to. form:
LAKE WASHINGTON SCHOOL
DISTRICT NO. 414
By:
UNIVERSITY OF WASHINGTON - '
By: //I �.
Its... _ �idt_: ./
Its:
_,s
�/urnta�.- Tc4st 4
Date: .......V,_,, _10 /./
Date: �,, -,
1
Approved as to form:
Approved as to form:
Consortium Interlocal Final Page 5 of 8
CITY OF TUKWILA
By:
Its:
Date:
Approved as to form:
VALLEY COMMUNICATIONS CENTER
Approved as to form:
Consortium Interlocal Final Page 8 of 8
BELLEVUE COLLEGE
By:
BELLEVUE SCHOOL DISTRICT NO. 405
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
KING COUNTY PUBLIC HOSPITAL
DISTRICT NO. 2 d /b /a Evergreen
Healthcare
.:, 71.4....4
CITY OF FEDERAL WAY
By:
Its.
Date
Its: (: E
Date: / J 07(i/c9,
Approved as to form.
Approved as to form:
CITY OF RENTON
By
RENTON SCHOOL DISTRICT NO. 403
By:
Its:
Its:
Date:
Date:
Approved as to form:
Approved as to form:
Consortium Interlocal Final
Page 6 of 8
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 "), 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 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 ") 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]ll 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 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 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 original of such Charter as authorized by Ordinance
No. of the City of , this day of , 2011.
City Clerk of the City of , Washington