HomeMy WebLinkAboutCCC - Consortium Agreement 6-2016 Consortium Project Agreement 70
Parties:
Provide for a high speed optical network ringing Lake Washington with optical nodes
located at the Westin Building, UW-Bothell campus, Bellevue City Hall, King County
Regional Communications and Emergency Coordination Center, Valley
Communications Center and the King County Data Center at Sabey Campus.
An Addendum to the
Community Connectivity Consortium's
Project Agreement Template Policy
1
110
Table of Contents
I. Project Summary 3
A. Project Number 70 3
B. Project Name 3
C. Project Description 3
D. Lead Agency/Project Manager 3
E. Participating Agencies 3
II. Description of Project 3
A. Fiber Segments 3
B. Active Electronics 5
C. Project Specifications and Scope of Work 5
III. Responsibilities 6
A. University of Washington 6
B. Node Site Hosts 7
C. City of Bellevue 8
D. King County 8
E. Valley Communications Center 8
F. Fiber Optic Segment Contributors 8
G. System Changes 9
IV. Project Budget/Payments 10
A. Budget 10
B. Optional Services Costs 10
C. In-Kind Asset Contributions 11
D. Payments ll
E. Completion and Acceptance 1
V. Optical System Equipment Refreshes 1
VI. Agreement Term 13
VII. Apportionment of Liability 13
VIII. Disclaimer, Third Party Components, and Exclusion of Damages 14
IX. Project Schedule 15
X. Changes or Addenda to Project Agreement Template Policy 15
XI. Miscellaneous 15
XII. Approvals 16
2
0
Project Summary
A. Project Number
70
B. Project Name
C3 Optical Network System around Lake Washington
C. Project Description
This Consortium Project Agreement #70 ("Agreement"), consisting of this agreement, its
appendices A-F,attached hereto and incorporated herein,and the Template Policy,is entered
between the Community Connectivity Consortium ("C3"), the University of Washington
("UW"), and contributing project members as noted in Section E below for design,
provisioning, and delivery of a high speed optical network around Lake Washington ("the
System"). The System may only be used for the purpose of supporting public,not-for-profit,
and governmental institutions unless explicitly agreed otherwise in writing by all parties.
This project includes pathway, conduit, fiber and electronics to build and operate a high
speed dense wave division multiplex("DWDM") optical network around Lake Washington
connecting The Westin,Seattle;UW-Bothell Campus;the City of Bellevue;the King County
Regional Communications and Emergency Coordination Center ("RCECC"), Renton;
Valley Communications Center, Kent; and King County Data Center ("KCDC") at Sabey
Campus. Tukwila.
D. Lead Agency/Project Manager
University of Washington
E. Participating Agencies
City of Auburn
City of Bellevue
City of Federal Way
City of Kent
City of Kirkland
City of Renton
King County
Valley Communications Center
II. Description of Project
A. Fiber Segments
1. Route Segment Descriptions
• Fiber used in this project shall include existing fiber in 11 segments.
- Segment 1 —The Westin, Seattle to UW-Bothell Campus, Bothell.
Segment contributor: UW
- Segment 2—UW-Bothell to City of Kirkland City Hall, Kirkland.
3
0
Segment contributor: UW
- Segment 3 —Kirkland City Hall to Bellevue City Hall, Bellevue
Segment contributor: City of Kirkland
- Segment 4—Bellevue City Hall to King County RCECC, Renton.
Segment contributor: City of Bellevue
- Segment 5—King County RCECC to Benson Hill Elementary, Renton.
Segment contributor: City of Renton
- Segment 6—Benson Hill Elementary to Comcast Kent Vista Hub, Renton.
Segment Contributor: King County
- Segment 7—Comcast Kent Vista Hub to Valley Communications Center, Kent.
Segment Contributor: City of Kent
- Segment 8—Valley Communications Center to City of Auburn data center,
Auburn.
Segment contributor: City of Auburn
- Segment 9—City of Auburn data center to City of Federal Way data center,
Federal Way.
Segment contributor: King County
- Segment 10—City of Federal Way data center to KCDC at Sabey Campus,
Tukwila.
Segment Contributor: City of Federal Way
- Segment 11 —KCDC at Sabey Campus to the Westin Building, Seattle.
Segment contributor: UW
• Specific fiber routing is shown on Appendix D to this Agreement. Some splicing
of existing fiber will be required to complete the loop.
2. Points of Demarcation/Node Sites:
• The Westin Building
Node Site Host: UW
Address: Suite 804, 2001 6th Ave, Seattle, WA
• UW-Bothell Campus, Bothell
Node Site Host: UW
Address: Physical Plant Bldg., 18115 Campus Way NE, Bothell, WA
• City of Bellevue City Hall
Node Site Host: City of Bellevue
4
• 4
Address: Room MEC01, 450 110th Ave NE, Bellevue, WA
• King County RCECC
Node Site Host: King County
Address: Room 142, 3511 NE 2nd St, Renton, WA
• Valley Communications Center
Node Site Host: Valley Communications Center
Address: Room 153, 27519 108 Avenue SE, Kent, WA
• KCDC at Sabey Campus
Node Site Host: King County
Address: KCDC, 3655 S 120th Place, Bldg. 5, Tukwila, WA
B. Active Electronics
1. Base System Description. The base system hardware includes chassis, system
management hardware and software, amplifiers, and filters. The base system will provide
the following capabilities:
• A DWDM system with 80 wave capacity.
• Each wave is capable of supporting Ethernet services ranging in speed from 1 to
100 Gigabit per second("Gbps"), depending on the equipment purchased.
• 40 waves will be allocated to UW.
• 40 waves will be allocated to C3.
2. Ethernet Services Description. The initial C3 investment includes one Ethernet service
switch at each Node site as follows:
• Sixteen 1 Gigabit Ethernet("GE") services will be available to C3 members from
any Node Site to any Node Site on the ring.
• Six of the C3 waves will be used for the 16x1GE services.
• Four of the C3 waves will be made available to King County in exchange for
funding of a node site to be installed and operated at the Valley Communications
Center as detailed in the Project Budget Table below, leaving 30 waves available
for C3's future allocation.
All services on the network will be path protected at layer 1 to survive fiber breaks. This
protection is provided by an Optical Path Protection Module, which protects services at the
per-wave level. The services are demarked at the client port on the node. All base system
and optional services will be provisioned with path protection as a standard. There will be
no option to have unprotected services on the backbone.
C. Project Specifications and Scope of Work
This project shall meet all Node Site specifications, as outlined in Appendix A, and shall
follow manufacturer recommendations for equipment installation and operations. Any
deviations from Node Site specifications are clearly documented in Appendix B and shall be
5
• •
remedied by the Node Site Host prior to the Acceptance Date unless deemed an acceptable
risk by the Lead Agency.
Ill. Responsibilities
The following responsibilities of the organizations listed below shall exist for the term of this
Agreement as specified in Section V below, and for any subsequent extensions as allowed by this
Agreement:
A. University of Washington
1. Lead Agency. UW shall act as the project manager, system architect, equipment,
operations and maintenance supplier for a high speed optical network ringing Lake
Washington (see Appendix D, Ring Map).
2. Operations/Maintenance. Although jointly funded,all the C3 equipment will be procured,
owned, operated, and maintained exclusively by UW except as described in the remainder
of this Section III). C3 members, including future members, may use the fiber ring in
accordance with the terms of this Agreement. All scheduled maintenance shall be performed
during agreed upon maintenance windows. UW Network Operations Center ("NOC") will
make reasonable efforts to ensure that optical network services are available and monitored
24 hours a day, 7 days a week,with the exception of upgrades,maintenance, and outages. In
the event of a C3 equipment failure, the UW NOC will dispatch UW engineers to the
applicable node site as required at the discretion of the UW NOC. UW NOC shall report,
via web page and email distribution lists, all network outages and network incidents to C3
as they occur. C3 may report any known service outages to UW NOC by calling 206-221-
6000 or sending an email to netops(ct�uw.edu.
3. Maintenance Agreements. UW will maintain all C3 equipment vendor maintenance
agreements, which will require a C3 maintenance commitment for the life of the
equipment.
4. Spares. UW will also maintain spares for all of the base system hardware as identified in
Appendix C.
5. Change Management. UW shall notify C3 of any system changes materially affecting the
C3 service. UW shall use industry standard change management procedures for system
changes as follows:
• Routine -The standard process: 7-10 business days
• Urgent- For change requests that address time-critical and significant network
outages, security threats, or business risks
• Recurring- Lower-risk, lower-impact network changes that occur on a regular,
scheduled basis.
6. Westin and UW Bothell sites. In addition to Node Site responsibilities listed in Section
III.B below, UW will provide rack and cabinet space in the Westin and UW Bothell Node
Sites, as described in Appendix B.
6
•
B. Node Site Hosts
1. "Node Site Hosts"means the parties listed in the following table:
Project Member Contact Email Business After hours
Hour* Contact Contact
City of Bellevue IS Help Desk 425.452.2886 425.452.2886
King County KC NOC 206.263.7000 206.263.7000
(RCECC and
Sabey Campus)
Valley Help Desk 253.372.1575 25 372.1575
Communications
Center
University of NOC 206.221.6000 206.221.6000
Washington
*Business hours shall be considered 7 a.m.-5 p.m.for purposes of this Agreement.
2. Node Site Operations. Each Node Site Host shall be responsible for the operation of the
Node Site facility at the specific locations outlined above, in accordance with the C3 Node
Site Specifications listed in Appendix A. Each Node Site Host shall operate the Node Site
on a 24x7x365 basis. UW NOC is responsible for the 24x7x365 monitoring of the network.
Should an interruption in service occur, UW NOC will initiate immediate restoration and
notification procedures. As required,Node Site Hosts and Fiber Optic Segment Contributors
shall:
a. Respond(Mean time to Respond) acknowledging the service disruption within 30
minutes of initial contact.
b. Arrive on site within 2 hours of initial contact. Reasonable efforts will be made to
commence work immediately and work until complete.
c. Node Site Hosts shall make reasonable efforts to provide hourly updates to the
UW NOC.
d. UW NOC will make reasonable efforts to provide subsequent updates via web
page and email distribution lists to C3 members until the outage is resolved.
Members may use staff, support vendor or in the instance of a fiber break, C3 contracted
firms to resolve the issue.
3. Node Site Maintenance. Each Node Site Host shall be responsible for the maintenance of
its Node Site facility, and shall maintain, for the duration of this Agreement, a parts
replacement and technical support contract as applicable in order to meet Node Site support
requirements as identified in Appendix A. Said contract shall operate 24x7x365. Should a
Node Site facility maintenance issue arise that is not specifically listed, those costs shall be
the responsibility of the Node Site Host. Any Node Site facility maintenance shall be
performed during agreed upon maintenance windows and low traffic periods for public
safety. A schedule for Node Site maintenance activities will be established by the each Node
Site Host, and notifications will be sent to C3 at least 72 hours prior to the scheduled
maintenance.
4. Site/System Security. Node Site host will ensure that site and access security to the
electronics meet the minimum Criminal Justice Information Services ("CJIS") Security
Policy Ver. 5.3 or any subsequent revision thereof.
7
• •
5. Change Management. Node Site hosts shall notify UW NOC and other C3 members of
any system changes materially affecting the C3 service. Node Site hosts shall use industry
standard change management procedures for Node Site changes as follows:
• Routine -The standard process: 7-10 business days
• Urgent- For change requests that address time-critical and significant network
outages, security threats, or business risks
• Recurring- Lower-risk, lower-impact, network changes that occur on a regular,
scheduled basis.
C. City of Bellevue
In addition to Node Site responsibilities listed in Section III.B above, The City of Bellevue
will provide rack and cabinet space in its data center as described in Appendix B.
D. King County
1. King County Data Center at Sabey Campus. In addition to Node site responsibilities listed
in Section III.B above, King County will provide rack and cabinet space in its data center
located at the Sabey Data Center Campus as described in Appendix B, and provide a pair of
fiber between the King County Data Center in Building 5 and the UW point of presence
("POP") in Building 2 of the Sabey Complex. King County will also provide transport fiber
between the Building 5 Meet-Me-Room and the King County Data Center to extend the City
of Federal Way segment to the data center.
2. King County Regional Communications and Emergency Coordination Center(RCECC).
In addition to Node Site responsibilities listed in Section III.B above, King County will
provide rack and cabinet space in its data center located at the RCECC as described in
Appendix B.
E. Valley Communications Center
In addition to Node Site responsibilities listed in Section III.B above, Valley
Communications Center will provide rack and cabinet space in its data center as described
in Appendix B.
F. Fiber Optic Segment Contributors
Expected future maintenance of the fiber optic cable contributed to this project by the parties
identified in Section II.A.1 is outlined below:
1. "Fiber Optic Segment Contributors" means the project members listed in Section II.A.1,
and in the following table:
Project Member Contact** Email Business After hours
Hour* Contact Contact
City of Auburn Melissa Medisch 253.804.5078
Colin Schmalz 253.261.1601
8
Brian Garbarino 253.261.2476
City of Federal Brian Pearson 253.835.2552 253.835.2552
Way Thomas Fichtner 253.835.2547 206.755.8548
206.755.8548
City of Kent Galen Hirschi 253.856.4616 253.266.2299
James Endicott 253.856.4620 253.561.1998
City of Kirkland IT Help Desk 425.587.4357 425.313.2132
City of Renton IT Help Desk 425.430.6870 206.300.0571
UW UW NOC
City of Bellevue IS Help Desk 425.452.2886 425.452.2886
King County KC NOC 206.263.7000 206.263.7000
*Business hours shall be considered 7 a.m.-5 p.m.for purposes of this Agreement.
**Contact shall be made in the order listed in the table.
2. Route Preparation. All work shall be done during normal working hours. The fiber optic
route utilizes existing City of Kirkland, City of Bellevue, City of Renton, City of Kent,
Valley Communications Center, City of Auburn, King County, City of Federal Way, and
UW fiber. If any construction, remediation, or relocation is required, it will be funded and
completed by the Fiber Optic Segment Contributor in consultation with the Lead Agency.
3. Fiber Terminations, Splicing and Testing. All work shall be done during normal working
hours. Segment contributors will confirm all splice details prior to undertaking any work
under this section. The cost of any splicing required under this Agreement shall be borne by
the applicable C3 member requesting the splice. Fiber pairs shall be tested prior to
implementation of Active Electronics.
4. Locates/Fiber Relocation. Member fiber optic strands contributed to this project were
constructed under other project agreements,including but,not limited to Consortium project
agreements, that contain provisions for locates and relocation of fiber. Any fiber locate or
fiber relocation shall be managed by the Fiber Optic Segment Contributor.
5. Repairs/Breaks. The C3 fiber segment contributor shall be responsible for immediate
detection and coordination of timely repair of all breaks or outages of fiber in fiber segments
identified in this Agreement. The underlying fiber optic agreements shall determine the cost
allocation of the repair. C3 and/or the project participants shall contract with a competent
and qualified vendor to provide 7x24x365, four-hour response to any fiber breaks/outages
that happen on the fiber segments in the Agreement.
6.Notification and Response Process. In the event of a fiber optic disruption or cable break,
notification and response procedures shall be those defined above in Section III.B.2 or as
defined in any applicable subsequent operations document.
G. System Changes
The parties acknowledge that the optical network design, location of node sites, use of fiber
optic cable provided by a Fiber Optic Segment Contributor through a franchise agreement
or institutional network agreement, or other matters relating to the System may need to
9
• •
change during the term of this Agreement. Accordingly, the parties agree to cooperate in
good faith to resolve any such need for changes, to jointly determine how the associated
costs should be allocated between the parties, and, if necessary, to modify this Agreement
in accordance with the requirements of Section XI.A herein.
W. Project Budget/Payments
The base configuration includes 4 node sites funded jointly by UW and C3. Two additional node
sites will be funded as follows:
• Valley Communications Center, Kent: funded by King County.
• Sabey Data Center Campus, Tukwila: funded by UW.
A. Budget
Project Budget Detail
Total
Vendor
Non-Recurring UW Operations Monthly
Organization Item Description Maintenance
Cost Recurring Cost Recurring Cost Recurring
Cost
UW
Core Optical System
Equipment with $90,000 N/A N/A N/A
Installation
Network Service $60,000 N/A N/A N/A
Equipment with
Sabey Optical Node
Equipment with $50,000 N/A N/A N/A
Installation
UW Subtotal $200,000 N/A N,A N/A
C3
Core Optical System
Equipment with $90,000 $760 $880 $1,640
Installation
Network Service
Equipment with $40,000 $300 N/A $300
Installation
ValleyCom Locking $2,400 N/A N/A N/A
Miscellaneous Fiber $1,500 N/A N/A N/A
Sabey Optical Node N/A $190 $220 $410
ValleyCom Optical Node N/A $190 $220 $410
C3 Subtotal $133,900 $1,440 $1,320 $2,760
King County
ValleyCom Optical Node
S50,000 N/A N/A N/A
Equipment with
King County Subtotal S50,000 N/A N/A N/A
COSTS $383,900 $1,440 SI,320 $2,760
*Sales tax is included in the quoted equipment costs.
B. Optional Services Costs
Optional services will be made available by C3 to C3 members using a business model and pricing
to be defined by the C3 Board. The cost,both one-time and recurring, of any additional slots or
10
• •
chassis required for any C3 services will be added to the cost of the proposed service, and invoiced
by UW to C3.
C. In-Kind Asset Contributions
In-Kind Asset Contribution Table*
Contribution Type and Agency Value(est.)
City of Auburn right of way/conduit system access, fiber optic cable
(31,000 feet) $1,550,000
City of Bellevue right of way/conduit system access, fiber optic cable
(45,100 feet) and data center node location $2,255,000
City of Federal Way right of way/conduit system access, fiber optic cable
(90,500 feet) $4,525,000
City of Kent right of way/conduit system access, fiber optic cable(59,300
feet) $2,965,000
City of Kirkland right of way/conduit system access, fiber optic cable
(29,300 feet) $1,465,000
City of Renton right of way/conduit system access, fiber optic cable
(42,000 feet) $2,100,000
King County right of way/conduit system access, fiber optic cable (44,033
feet) $2,201,660
King County RCECC Node location** $215,760
King County Data Center Node location** $215,760
City of Bellevue Data Center Node location** $215,760
King County GIS Services $7,000
King County Data Center to UW POP fiber interconnect(Sabey Bldg. 5 to
Bldg. 2) $120,000
University of Washington, fiber optic cable(total of 324,441 feet in the
following segments):
• UW Bothell to Kirkland City Hall (86,286 feet)
• Westin to UW Bothell (128,116 feet)
• Sabey to Westin(110,039 feet) $16,222,050
Valley Communications Center data center node location** $215,760
Total In-Kind Contributions $34,273,750
Project Funding(see Section IV.A, above) $383,900
Estimated Total Project Valuation* $34,657,650
*In-kind fiber optic strand contributions valued at approximately$33,283,710,have been accounted for in previous projects and will
not be included in the total project valuation. Lengths of fiber segments are estimated and include service loops.
**Node location contribution based on King County's rate card.
D. Payments
C3 and King County will provide funding to UW for project nonrecurring costs as outlined above
in the Project Budget Detail table.
• C3 will pay to UW a one-time fee of$133,900 within 30 days of the Effective Date.
11
• •
• King County will pay to UW a one-time fee of $50,000 within 30 days of the
Effective Date.
Regarding recurring maintenance and operations fees to be paid by C3,payment shall be as follows.
Subsequent to the Acceptance Date, and on the annual anniversary of the Acceptance Date
thereafter, an annual recurring maintenance and operations fee of$29,520 ($2,460 x 12 months) as
outlined above in the Project Budget Detail Table,plus any additional recurring fees as identified in
Section IV.B, will be invoiced by UW to C3. Payment for the entire annual amount is due within
30 days of invoice. If C3 fails to make timely payment, UW may charge one percent (1%) per
month on the amount due until paid in full. Should the payments of recurring fees to UW become
more than 360 days past due, UW may choose to discontinue any services provided on the C3
Optical Network System without affecting any other rights or obligations of the parties to this
Project.
E. Completion and Acceptance
UW will make reasonable efforts to provide all functionality contemplated in this agreement
within 120 days of receipt of equipment from the manufacturer. Testing and acceptance will be
considered complete as of the Acceptance Date, as defined in Appendix F.
V. Optical System Equipment Refreshes
The initial C3 optical system equipment(to include the optical system equipment at additional Node
Sites) [identified in Section II.B.?] will have an expected life of 7 years. This expected life period
will begin on the Acceptance Date and end 7 years after the Acceptance Date ("the Initial Optical
System Equipment Term"). In conjunction with the completion of the Initial Optical System
Equipment Term, and thereafter on each anniversary of that date, UW will evaluate the optical
system equipment to determine if its useful life can be extended an additional year. Upon UW's
determination that the useful life of the optical system equipment can no longer be extended, UW
will consult with C3 to develop a new system design and quote for a technical refresh of the optical
system equipment. Such costs for the technical refresh of the core equipment, and the available
capacity of the resulting system, shall be apportioned 50% to UW, 50% to C3. As with this
Agreement for the original system, any additional costs associated with network services
provisioned on the resulting core system shall accrue to the party (UW, C3, or the Participating
Agency) requesting the network services. These provisions shall also apply to any subsequent
technical refreshes.
In the event C3 or UW decides not to fund its percentage of the core equipment,the remaining party
(C3 or UW) may choose to fund the entire technical refresh, and as a result retain 100% of the
available capacity of the resulting system. If C3 declines to fund its percentage of the core
equipment refresh, UW will retain rights of use and access to all fiber segments and node site use
in accordance with the overall terms and conditions of this Agreement. If UW declines to fund its
percentage of the core equipment refresh, C3 will retain rights of use and access to fiber segments
under the control of UW, and all UW Lead Agency responsibilities as defined in Section III.A (1-
5)will end.
12
• 1111
VI. Agreement Term
A. Term. This Agreement shall be effective as of the date when it has been executed by all parties
("Effective Date") and continue in full force and effect for twenty years from the Effective Date
("Initial Agreement Term"), and will be automatically renewed in 5 year increments ("Renewal
Periods")unless terminated in accordance with the provisions below.
B. Termination. This Agreement may be terminated at any time upon the unanimous written
agreement of all of the parties to this Agreement. In addition, any party may terminate this
Agreement at the end of the Initial Agreement Term or at the end of any 5-year Renewal Period. To
terminate the Agreement as allowed by this paragraph, a party must provide a written notice of
termination to all other parties at least 180 days in advance of the end of the Initial Agreement Term
or applicable Renewal Period.
C. Disposition of Equipment. In the event this Agreement is terminated prior to the end of the Initial
Agreement Term or any Renewal Period, UW shall redeliver the portion of optical equipment
funded by C3 and King County and cancel all manufacturer's maintenance contracts. Whereas C3
funding supports a portion of the core equipment and may support a portion of the technical
equipment refresh, UW will work in partnership with C3 to determine the most equitable
redistribution of equipment. Costs for transporting or shipping will be paid by C3 and King County
respectively. UW will incur no liability on account of any such termination.
VII. Apportionment of Liability
A. Liability
1. Except as otherwise provided in this Agreement, each party shall defend, indemnify, and hold
harmless the other parties, including their officers, officials, employees, agents, and regents, from
and against any claim alleging harm, damage, injury, or loss to any person or property to the extent
such claim arises out of or results from its own, or its employees' or agents' negligent acts or
omissions, whether during construction or after completion of the project.
2. If a party uses contractors or subcontractors for work pursuant to this Agreement, then either(a)
the party agrees that its obligations in Section VII.A above will include responsibility for claims
arising from the performance of such contractors and subcontractors,or(b)the party will include in
its contract with any such contractor or subcontractor a provision requiring the contractor or
subcontractor to defend, indemnify, and hold harmless the other parties, including their officers,
officials, employees, agents, and regents from and against any claim arising from the contractor's
or subcontractor's performance.
3. The indemnity in Section VII.A above is specifically and expressly intended to constitute a
waiver of each party's immunity under the Washington Industrial Insurance Act,RCW Title 51,(a)
only between and with regard to the parties, (b) only for work done by a party, and (c) only to the
extent necessary to provide the indemnified party or parties with a full and complete indemnity of
claims made by the indemnitor's employees. The parties acknowledge that these provisions were
specifically negotiated and agreed upon by them.
B. Worker Insurance
13
41111
•
Each party to this Agreement shall ensure that it and all persons performing work on its behalf,
including without limitation project suppliers and subcontractors, maintain in effect at all times
during the Work, coverage or insurance in accordance with the applicable laws relating to worker's
compensation and employer's liability insurance (including, but not limited to, the Washington
Industrial Insurance Act and the laws of the state in which any such person was hired), regardless
of whether such coverage or insurance is mandatory or merely elective under the law. Each party
shall furnish such assurance and evidence of such coverage or insurance(such as copies of insurance
policies and Certificates of Compliance issued by the Washington State Department of Labor and
Industries) as Participating Agencies may request.
C. General Liability Insurance.
Each party to this Agreement shall maintain in full force and effect throughout the term of this
Agreement, a minimum of Two Million Dollars ($2,000,000) liability insurance for property
damage and bodily injury,and shall cause its agents, contractors, and subcontractors to maintain the
same with regard to work under this Agreement. In satisfying the insurance requirements set forth
in this section, a party may self-insure against such risks in such amounts as are reasonable for a
municipality or agency of its size or shall obtain a coverage agreement through a Risk Pool
authorized by Chapter 48.62 RCW which shall provide liability coverage to the party for the
liabilities contractually assumed by the party in this Agreement. At the time of execution of this
Agreement,and prior to commencement of performance of any of the Work,each party shall furnish,
upon request, a Certificates of Insurance as evidence that policies providing insurance (or self-
insurance) with such provisions, coverages and limits are in full force and effect.
VIII. Disclaimer, Third Party Components, and Exclusion of Damages
A. DISCLAIMER. ALL SERVICES AND ACTIVITIES PROVIDED BY A PARTY UNDER
THIS AGREEMENT, INCLUDING SERVICES AND ACTIVITIES PERFORMED BY THE UW
AND THE NODE SITE HOSTS, AND NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, ARE PROVIDED "AS IS".THE PARTIES ACCEPT SUCH ACTIVITIES,
SERVICES AND THE SERVICE EQUIPMENT "AS IS," WITH NO REPRESENTATIONS OR
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY
RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF
DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, NO PARTY HAS ANY OBLIGATION TO
INDEMNIFY OR DEFEND ANY OTHER PARTY AGAINST CLAIMS RELATED TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
B. Third Party Components. UW shall (a) pass through to the non-UW parties any warranty
right UW receives from a third party provider of Third Party Components, and (b) reasonably
cooperate with the non-UW party, at that party's expense, in enforcing such rights. UW
PROVIDES NO WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THIRD
PARTY COMPONENTS, AND UW WILL NOT BE LIABLE FOR ANY FAILURE OF ANY
THIRD PARTY COMPONENT TO FUNCTION AS EXPECTED OR INTENDED.
14
•
C. EXCLUSION OF DAMAGES. TO THE EXTENT ALLOWED BY LAW, AND
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT
WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY OR TO ANY THIRD PARTY FOR
ANY LOST PROFITS (WHETHER DIRECT OR INDIRECT) OR LOSS OF DATA, COVER,
SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL,
PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGE TO
BUSINESS, REPUTATION, OR GOODWILL), OR INDIRECT DAMAGES OF ANY TYPE
HOWEVER CAUSED, WHETHER BY BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL OR EQUITABLE CAUSE OF ACTION, EVEN IF
THE PARTY HAS BEEN ADVISED OF SUCH DAMAGES IN ADVANCE OR IF SUCH
DAMAGES WERE FORESEEABLE.
IX. Project Schedule
Task Target Completion Date
Circulate and sign copies of the project PA June 2016
Complete fiber optic splicing/testing June 2016
Issue Purchase Orders June 2016
Installation of rack/cabinet equipment June 2016
Installation, configuration,testing of equipment December 2016
Go-Live January 2017
X. Changes or Addenda to Project Agreement Template Policy
This Agreement shall be interpreted in conjunction with the Project Agreement Template Policy
document,which is incorporated into this.Agreement by reference. This Agreement.shall supersede
the Project Agreement Template Policy document to the extent it contains terms and conditions
which change, modify, delete, add to, supplement or otherwise amend the terms and conditions of
the Project Agreement Template Policy document.
Xl. Miscellaneous
A. Modifications or Amendments
No modification to or amendment of the provisions of this Agreement shall be effective unless in
writing and signed by authorized representatives of the parties to this Agreement. The parties
expressly reserve the right to modify this Agreement, from time to time, by mutual agreement as
called for in the Project Agreement Template Policy.
B. Counterparts
This Agreement may be executed in counterparts, each of which so executed will be deemed to be
an original and such counterparts together will constitute on and the same agreement.
C. Authority
Each party hereby represents and warrants to the other parties that it has the right, powers, and
authority to enter into this Agreement and to fully perform all of its obligations hereunder.
15
XII. Approvals
IN WITNESS WHEREOF, the parties hereto have executed this Project Agreement on the
respective dates indicated below.
G ' 6 '11,0 J�JIPI
111 -4
�►
ancy Ba s Date ity Attorney
Mayor
City of Aub n
Toni Cramer Date City Attorney
Chief Information Officer
City of Bellevue
Jim Ferrell Date City Attorney
Mayor
City of Federal Way
Suzette Cooke Date City Attorney
Mayor
City of Kent
16
',go)
Brenda Cooper Date City Attorney
Chief Information Officer
City of Kirkland
Approved as to Legal Form:
Denis Law Date City Attorney
Mayor
City of Renton
Bill Kehoe Date
Chief Technology Officer
King County
Dan Jordt Date
Associate Vice President
University of Washington Information Technology
17
Lora Ueland Date
Executive Director
Valley Communications Center
Chelo Picardal Date
Chief Technology Officer
Community Connectivity Consortium
18
Appendix A
C3 Node Site Specifications
1 9
Appendix B
C3 Site Preparedness
20
Appendix C
Spares List
Part Number Description
1040700041 Power Supply Module DC for 9HU Shelf, 1000W, PSU/9HU-DC, HW Rel 2.00
1040700042-01 Power Supply Module AC for 9HU Shelf, 1000W, PSU/9HU-AC, HW Rel 1.02
'1063708416 Common Equipment Module for 9HU Shelf,CEM/9HU, HW Rel 2.00
'1042700011 Fan Module for 9HU Shelf, FAN/9HU, HW Rel 2.00
1063708423-01 Shelf Control Unit II with High-Availability Functionality, 2.5 HU high for small slots,SCU-Il, HW Rel 1.01
0061705844-03 SFP IF, 850nm, Intra-Office Reach,for 10 FC, 2G FC,and GigE,SFP/2G1/8501/MM/LC, HW Rel 3.01
1063708412 Network Element Control Unit with high performance processor, 2.5 HU high, 2 RJ45 Ethernet ports and 1
serial port, NCU-II, HW Rel 2.01
1063708463-03 Optical Supervisory Channel Module with 2 pluggable network ports, OSCM-PN,HW Rel 3.01
SFP IF, 1510nm,Very Long Reach, 125Mbit/s only,for use with OSCM-PN and OSFM+#1510,
1061706193 SFP/FE/C1510V/SM/LC, HW Rel 2.00
1063701000-01 Dual Terminal 100 Core XPDR with 2x XFP client IFs and 2x XFP network IFs, 2WCC-PCN-10G, HW Rel 1.01
1063703210-01 5-Terminal Access XPDR with 5x SFP+client IFs and 5x SFP+network IFs,5WCA-PCN-16GU, HW Rel 1.01
1063703200 Dual Terminal 10G Access XPDR with 2x XFP client IFs and 2x XFP network IFs, 2WCA-PCN-10G, HW Rel 2.00
SH1PCS, 1HU Packet Connectivity Shelf for Packet Optical Carrier Ethernet with Full 110 OTN Line Interface,
1078974400-01 EFEC, &GCC Communication, Includes 2x Slots for Client Cards (Kit, including Fan Module, lx PSU filler,and lx
Client Interface filler), SH1PCS&FAN
1040974039 SH1PCS,200W AC Power Supply Module, S/PSU/AC-200, HW Rel 1.01
1078974424-01 SH1PCS,8-Port GigE Client Interface Module with SFP Pluggable Ports, PCS/PM/GE/8/SFP, HW Rel 1.01
0061701811-03 11G XFP IF, 1310nm, Standard Reach, 9.953 Gbit/s-11.400 Gbit/s,XFP/11G/1310S/SM/LC, HW Rel 3.01
1061701850-02 10G/11G SFP+IF, 1310 nm,Short Reach,SFP+/11GU/13105/SM/LC, HW Rel 2.01
1061705850-02 SFP IF, 1310 nm,Standard Reach,Gigabit Ethernet(FSP 3000/FSP150)and Fast Ethernet(FSP 150 only),with
Industrial Temperature Range,SFP/GBE/1310S/SM/LC/TIN, HW Rel 2.01
1061701400-01 Up to 11G XFP DWDM IF,Very Long Reach,C-Band Tunable,81 Wavelengths,XFP/11G/DCTV/SM/LC,HW Rel
1.01
1061702000-01 Up to 110 SFP+DWDM IF,Very Long Reach,C-Band Tunable,96 Wavelengths,SFP+/11GU/DCTV/SM/LC, HW
Rel 1.01
1063708449-01 Optical Path Protection Module, OPPM, HW Rel 1.01
1063708320 ROADM Module,8-Degree,WSS-Based,40 C-Band Wavelengths, 100 GHz,with WSS, 1x8 Power Splitter,and
Integrated OPM,8ROADM-C40/0/OPM, HW Rel 2.02
1063709052 Optical Amplifier, Double Stage, 20 dBm maximum output power,variable gain for low-gain applications,gain
controlled (C-Band), Dual Monitoring Ports, EDFA-C-D20-VLGC-DM, HW Rel 2.01
21
,........
Appendix D
Ring Map
Legend
Faber Contathotor I ,•.
... .Ctia of Asaalarn I..1,1 ........,
Shordim•
—c.,of 6eleaue VV,a••111,1.6.
-city or Fedora Wm, NL r111.0..•
all alkali -0
___ ary a Krinni (,.
.,,, .an at Renlan
.. KC INEF —4
)1,
-.-.."
. .•..-....1 Regoan.a.aber Ma ft 1
.....,•
Redmond
• I
I
1
,
_-"
L
II
.
Lake
.1..
= -NI ttle .
S.3 Mmantis,1
,......,
.4":4:,ellevue
yam man)ish
..
lorr,,r
1,...,Pp'sh
.
Puget
IV L
.......,
Sound ... I • -• "-
B ti fie u - RI 1t.'11
ot lAvi la
. --....7 a.• - ',411311•6-.--------,
t .1,,i 09•41 \
.trartit I
t Stall 1
NOnn.ln,
rack ,
Vashon
Island
'5,1 isie.. IN.clli
. _
•
,.-A 1%1.411r
s:
- •.:s in-.I I i Vo lit.
I IS21.1"aLlet'
I. —MP
L•ai
S*C141 la• al,
a.
Ail Urn -AO Black
I-ederal
1•Va ' ---*' .1 Di an.,od
Vt-anolult
'-•,,
a•.e...la al
11111kieCointy 4- ..._
_............__....____________
C3 140 Speed Mei Ring
Km County.Washingion
GISCafrxR ......_....--...—...—....................
...
2:1
Appendix E
Fiber Segment Detail Spreadsheet
(Latest file version dated 04.26.16)
23
•
Appendix F
Definitions
Acceptance Date The date after 72 continuous hours of network operation
within acceptable parameters agreed to by the C3 and UW
jointly.
Active Electronics Switches,routers,hubs that move data across a network.
Dense Wavelength Division Dense wavelength division multiplexing(DWDM) is a technology
Multiplexing that puts data from different sources together on an optical fiber,
with each signal carried at the same time on its own separate light
wavelength.*
Fiber Segment A length of fiber optic cable between known points.
Lead Agency Lead agency is the project member responsible for the successful
completion of the project.
NOC Network operations center.
Node Site Facility location, usually a data center, of the optical network gear.
Optical Path Protection Module Provides protection to the network so that a service disruption to
the network, reverses traffic in the opposite direction around the
disruption(No loss of service.).
Response Time Acknowledgement of receipt of an incident call.
Wave A band of colored light used to transmit data.
24x7x365 Denotes industry standard language where service is provided 24
hours a day, 7 days a week, 365 days per year.
*Source: http://searchtelecom.techtarget.com/definition/dense-wavelength-division-multiplexing
24
RESOLUTION 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 /q day of - , 2011
C 0 • - :URN
/ J
PETER B. LEWIS
MAYOR
ATTEST
„o_a.„„ce
Danielle E Daskam, City Clerk
APP• o VEf/i&W
S TO FORM'
,°'niel B. Hei•, City g o iey
Resolution No 4729
August 2, 2011
Page 3 of 3
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.
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 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
t9A8-21-2012 14:19 P 07
•
CITY OF SEATTLE CITY OF ALGONA
By: By: ,t_oy ..11,4 ✓r
Its: Its: IV�Aye�
Date; - Date: 3-2o-I Z
Approved as to form: Appro d as,o fom
moo,;
L sand, K950»tee's)a,t,c,
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 ID form: Approved as to form:
— - - - --
Consortium!Maloof Final Page 7 of e
CITY OF SEATTLE CITY OF ALGONA
By: By:
!ts Its:
Date: Date
Approved as to form: Approved as to form:
CITY OF AUBURN CITY OF KENT
By: By
Its. i`1 4)/62_ Its:
Date: SEP 1 9 2011 Date,
Approved - to form: Approved as to form:
I �
CITY OF P IFIC CITY OF PUYALLUP
By: By:
Its: Its:
Date: Date:
Approved as to form. Approved as to form.
Consorlium Interfocal Final Page 7 of 8
This Agreement has been executed by each party on the date set forth below
CITY OF BELLEVUE CITY OF KIRKLAND
ByP4)216e---er— By.
Its. !7 Its.
Date: !1- Iq- - l/ Date:
Approved as to form Approved as to form
410 1.4•2&_,CIZZ'
E WAS GTON SCHOOL UNIVERSITY OF WASHINGTON
•ISTRICT NO. 414
By
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 CITY OF KIRKLAND
By: By: V_...A ► ► / I
Its: Its: .�.!.7%.►...:
•
Date: Date: 1( l 3 i
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 B
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: A WI, Its:
Date: c ' // Date:
Approved as to form: Approved as to form'
Consort=Irderocal Final Page 7 of 8
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: De is aw, Mayor 9-Ag.,20f, Its:
ATTEST: e ,4; `S' "" '` Date:
Bonnie I. Walton, City Clerk
Approved as to form: Approved as to form:
Consortium Interlocal Ffi?Ir'c,}'�t",;S 4' Page 6 of 8
CI Y OF SEATTLE CITY OF ALGONA
By: ..kl t LLtAqA .(\A: cSc-\1crt�Art. By:
Its: C1- O-c C Its.
Date: '2-0 O cE uoe— 2 O\\ Date:
:Approved as•to,form: Approved as to form:
Y-ectkAkvec
CITY OF AUBURN CITY OF KENT
By. By:'
Its: Its:
_ _ Date: _- - _ _ - _ _ Date._ _ _ -- _ _ _ _ _
Apprgved 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,Intertocal Final Page 7 of 8
BELLEVUE COLLEGE BELLEVUE SCHOOL DISTRICT NO. 405
By:AM By:
Its:lrt{ertvr TieStdttnt- Its:
Date: a,,.,s, 11, '2,0%\ Date:
Approved as to form: Approved as to form: K.
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 Interfocal Final Pape 6 of 8
BELLEVUE COLLEGE BELLEVUE SCHOOL DISTRICT NO. 405
By: By'//iii;
Its. a.2S o-t ?o
Date: Date: 5--oc r- t
Approved as to form. Approved as to form:
6A\--(201,001)1510c)/1
KING COUNTY PUBLIC HOSPITAL CITY OF FEDERAL WA
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 Interfocal Final Page 6 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: ••.:�r Its:
Its: :+ _._._
Date:
Date:
4P-(0-4P-(0ZOI I
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 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: //4
By: Its: .1. . , . 4rit.44.4%"
Its: - ivtovta-ll -
Date:
Date:
Approved as to form:
Approved as to form:
NA-
Consortium Interlocal Flnal Page 5 of 8
CITY OF TUKWILA VALLEY COMMUNICATIONS CENTER
By: By: •
.1 / .
Its: Its: ArIMIM
Date: D." ? f 'v
Approved as to form: Approved as to form:
Consortium Interfocal Final Page 8 of 8
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.
Its: CE Date*
Date: //ad/01, 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
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 cirde 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. RCN
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.
E. 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