The URL can be used to link to this page

Home My WebLink About2011 Paperwork/AddendumCRAWLEY INTERNATIONAL, INC March 11, 2016 Paul Haugan City of Auburn, Washington Auburn, Washington Dear Paul: We're excited about working with you on your Customer Service for IT Professionals training project. This letter covers the details of our arrangement. ■ Training date(s): Friday, May 27, 2016 from 9:00 a.m. to 4:00 p.m. including one hour lunch. ■ Training topic: Customer Service Training for IT Professionals ■ Training location: Auburn, Washington (or other mutually agreeable location) • I will arrive at the training room at 8:00 a.m. on the first morning for setup ■ You and I will mutually determine the exact topics to be covered in a tailoring meeting via telephone call or in -person meeting in advance of the workshop. (Modifications beyond minor changes may require a customization fee.) To allow sufficient time for any customizations, it is important that the tailoring meeting take place at least 30 days prior to the training event. ■ There will be up to 30 (up to thirty) people in attendance at the training sessions. ■ I will provide my own computer(s) and software for my use during the training. ■ I will provide course materials for each student, including a workbook and additional materials. ■ You will provide a data projector and screen or a large screen monitor (minimum 72") with either VGA or HDMI connection and cable, an audio patch or speakers, and a dry erase board. ■ Audio and/or video recording of the training event is not allowed. ■ My office will make necessary travel arrangements. ■ The fee for the training is $4500, plus travel expenses, which will be invoiced upon execution of this agreement. Acceptable payment forms include check or credit card. Payment must be received prior to delivery of the training. • The fee is non-refundable in the event of cancellation by you. • If you postpone the training, the fee can be applied to a rescheduled training date. You will, however, be responsible for additional expenses related to the change such as airline and hotel change fees. ■ Training dates are confirmed when we receive payment in full and this agreement, signed by you. • This agreement must be signed and returned within five days or it will be considered null and void and your dates will be made available to other clients. If this letter meets with your agreement, please sign and return to me immediately. I look forward to seeing you on the morning of Friday, May 27, 2016. Very truly yours, Don R. Crawley President Crawley International, Inc. Agre and accepted, 7 G1"t Paul Haugan City of Auburn, Washington Date PO Box 48094 Seattle, WA 98148-0094 (206) 988-5858 Online: www.doncrawley.com GERBER SCIENTIFIC PRODUCTS INVOICE A Division of Gerber Scientific International, Inc. 24 Industrial Park Road West Tolland, CT 06084 USA 860-644-1551 [Phone] 800-227-6228 (Fax] ORIGINAL 1250275250 Page: 1 I 1 BILL TO : SHIP TO : ATTN: Accounts Payable City of Auburn City of Auburn 25 West Main Street 25 West Main Street AUBURN WA 98001 AUBURN WA 98001 USA USA Delivery Number Invoice Number 1250275250 Delivery Date Invoice Date 03-Mar-16 Shipped Via Due Date 03-Mar-16 Terms of Delivery CPT DESTINATION Customer VAT Sales Order 71319300 PO Number 303909573 Sales Order 71319300 Service Contract SO Date 03-Mar-16 Service Order 4958486 Customer Number 225306 Part Description Qty Unit of Unit Price Amount number Commodity Code Measure USD TECH SUPPORT Technical Support 1.000 H 0.00 75.00 Final Amount 75.00 ease pay t is''amount'in to our accounts c/o TOTAL USD 75.00 Gerber Scientific Products P.O. Box 74700 Chicago, IL 60694-4700 Terms of Payment Paid in Advance (03-Mar-16) ------,-------,,,. .,, .. ,,��, r,�v.. �,.. �.,. �� —I— U011 . -iui tI- IPI,It, Oulu F,i uv I iu ns ul LrIe rdir Laour JIBnnAf(1S HCr Oi 1938. 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 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 I1. 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............................................................................................................ 11 E. Completion and Acceptance............................................................................... 12 V. Optical System Equipment Refreshes...................................................................... 12 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 1. 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 IL 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. 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 6`h 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 Address: Room MECO1, 450 1101h Ave NE, Bellevue, WA • King County RCECC Node Site Host: King County Address: Room 142, 3511 NE 2"d 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 1201h 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 16x 1 GE 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. 111. 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(aD_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. B. Node Site Hosts "Node Site Hosts" means the narties listed in the followinu 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 253.372.1575 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 Way Brian Pearson Thomas Fichtner 253.835.2552 253.835.2547 206.755.8548 253.835.2552 206.755.8548 City of Kent Galen Hirschi James Endicott 253.856.4616 253.856.4620 253.266.2299 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 0 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. IV. 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 Vendor Total Von -Recurring UV► Operations Monthly Organisation Item Description Maintenance Cost Recurring Cost Recurring Cost Recurring Cost UNN 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 $501000 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 Valle Com Locking S2,400 N/A N/A N/A Miscellaneous Fiber S1,500 N/A N/A N/A Sabey Optical Node N/A S l90 S220 S410 ValleyCom Optical Node N/A S190 S220 S41 C3 Subtotal S133,900 S 1.340 S 1. 20 S2,760 King Countv VaileyCom Optical Node Equipment with $50,000 N/A N/A NrA King County Subtotal $50 000 N/A N/A N. A COSTS I $383,900 SI,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. 0 C3 will pay to UW a one-time fee of $133,900 within 30 days of the Effective Date. • 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 Vl. 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. Vll. 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 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. Vlll. 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. J— k LAI (J..b )ancy Ba st Date Mayor City of Aub n Toni Cramer Chief Information Officer City of Bellevue Jim Ferrell Mayor City of Federal Way Date Date Suzette Cooke Date Mayor City of Kent OR City Attorney City Attorney City Attorney Brenda Cooper Date City Attorney Chief Information Officer City of Kirkland Denis Law Date Mayor City of Renton Bill Kehoe Date Chief Technology Officer King County Dan Jordt Date Associate Vice President University of Washington Information Technology 17 Approved as to Legal Form: City Attorney Lora Ueland Date Executive Director Valley Communications Center Chelo Picardal Date Chief Technology Officer Community Connectivity Consortium Appendix A C3 Node Site Specifications 19 Appendix B C3 Site Preparedness Legend Fier Ce Vdo er ce'r SA m err ofBvft e - efr of Femur way .,....., (My pr KM Cq y KlYele dy ar yereee KC pEf �lw CJ A.V— Fee Vashon Island Appendix D Ring Map ti�N�l�•�Ult �u., V Ind w Redmond c.� Lake '.ellevue ,,ash ington Sam maunsh l>:and Puget _ Sound V Plancu Hk�eil.t N Km.m,h Se Ta f.el. kcill L 4 1" 1. py dt Maple l', r IF Ili C3 High Speed FRm Rog as CmqTm.: �.��.�✓��_.— Kea Count'. wasl agar 22 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-II, HW Rel 1.01 0061705844-03 SFP IF, 850nm, Intra-Office Reach, for 1G 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 1061706193 SFP IF, 1510nm, Very Long Reach, 125Mbit/s only, for use with OSCM-PN and OSFM+#1510, SFP/FE/C1510V/SM/LC, HW Rel 2.00 1063701000-01 Dual Terminal 10G 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, SWCA-PCN-I6GU, 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 1078974400-01 SHIPCS, 1HU Packet Connectivity Shelf for Packet Optical Carrier Ethernet with Full 11G OTN Line Interface, EFEC, & GCC Communication, Includes 2x Slots for Client Cards (Kit, including Fan Module, 1x PSU filler, and 1x Client Interface filler), SHIPCS&FAN 1040974039 SHIPCS, 200W AC Power Supply Module, S/PSU/AC-200, HW Rel 1.01 1078974424-01 SHIPCS, 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/13105/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/13105/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 11G 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 E Fiber Segment Detail Spreadsheet (Latest file version dated 04.26.16) 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 j day of , 2011 C O URN PETER B. LEWIS MAYOR ATTEST Danielle E Daskam, City Clerk _1I`.Jl:� 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 Prod uct/Confidentiality: All work product including records, data, information, documents, files, designs, sketches, finished or unfinished documents or other documents, material or data produced in performance of this Agreement shall become the property of the Consortium. All such work product shall be kept confidential by all of the Consortium Members and the Member's employees and agents and shall not be made available to any individual or organization by any Consortium Member without the prior written consent of the Consortium Board or unless required pursuant to court order, the Public Disclosure Act RCW 42.56 or other applicable law. Consortium Interlocal Final Page 3 of 8 C Termination, Upon 180 days written notice by a Consortium Member, this Agreement may be terminated and/or dissolved by a vote of % 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 W-21-2012 14:19 OF By: Its: Date; Approved as to form: By: tts: Date: Approved as to form: OF P By: Its: Date: Approved as b form: ay: Its: MA ►ig, Date: 3-20-1 Z- Approv d as o Jlpw� L J. ,d, By: Its: Date: Approved as to form: Cwward= UdWjocd FmW Page T d o BY Its: Date: Approved as to form; P.07 This Agreement has been executed by each party on the date set forth below: CITY OF BELLEVUE CITY OF KIRKLAND By: By: _ ior /t k� Its: Its: Date: Date: is 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 Inlerlocal Final Page 5 of 8 CITY OF SEATTLE CITY OF ALGONA By: By: Its- Its: Date: Date Approved as to form: Approved as to form: CITY OF AUBURN CITY OF KENT J By: By Its- AVo 2 Its: Date: SEP 1 9 2011 Date. Approved as to form: Approved as to form: CITY OF P IFIC CITY OF PUYALLUP By: By: Its: Its: Date: Date: Approved as to form, Approved as to form - Consortium Intertocal 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 By Gl( By. Its. An Lf� / Its. Date: I f - % ` - ' I/ Dale: Approved as to form* qLAAE Approved as to form WAS GTON SCHOOL UNIVERSITY OF WASHINGTON RICT NO. 414 By By. Its - Its Date, Date Approved as to form Approved as to form: Consortium Interlocal Final Page 5 of 8 CITY OF SEAT ME 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: DYL Its: Date: Z7 /� Date: Approved as to form: Approved as to form - Consortium Inlerlocal Final Rage 7 of B BELLEVUE COLLEGE By: Its: Date: Approved as to form: BELLEVUE SCHOOL DISTRICT N0.405 By: Its: Date: Approved as to form: KING COUNTY PUBLIC HOSPITAL CITY OF FEDERAL WAY DISTRICT NO. 2 dlbla Evergreen Healthcare By: Its: By: Its: Date Date: Approved as to form: Approved as to form: CITY OF RENTON RENTON SCHOOL DISTRICT N0.403 By: By: Its: De is aw, Mayor 9-,ZQ.,20/i Its: 'J• Gl/ Date: ATTEST: Bonnie I. Walton, City Clerk Approved as to form: Approved as to form: r � l R' Consortium Interlocal Fih�lr v f t'� {" •,t +� Page 6 of 8 CI OF SEAT�TLE CITY OF ALGONA By: (� , ��iR� M : �cN�z�� By: Its.. cVt 71 o�_C\cs(L Its. Date: 2 °�Oir d� Date: _Approved as�to,form: Approved as to form: CITY OF AUBURN CITY OF KENT By. By: Its: Its: Date: _ _ Date. -- Approved as. to form: Approved as to form: CITY OF PACIFIC CITY OF PUYALLUP .By: By: .Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium.lnter oval Final Page 7 of 8 BELLEVUE COLLEGE By: Its: Irrkem-n Tre51CAW— Date: 11s , 201 Approved as to form: BELLEVUE SCHOOL DISTRICT NO.405 By: Its: Date: Approved as to form: KING COUNTY PUBLIC HOSPITAL CITY OF FEDERAL WAY DISTRICT NO.2 d/b/a Evergreen Healthcare By: 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 Imeriocal FM Page 6 of 8 BELLEVUE COLLEGE By: Its. I Date: j Approved as to form. KING COUNTY PUBLIC HOSPITAL DISTRICT NO. 2 d/b/a Evergreen Healthcare By: Its: Date: Approved as to form: CITY OF RENTON By: Its: Date: Approved as to form: BELLEVUE SCHOOL DISTRICT NO.405 Date: Approved as .. CITY OF FEDERAL WA By: Its: Date: Approved as to form, RENTON SCHOOL DISTRICT NO. 403 Consortium Interlocal Final Page 6 of 8 By: Its: Date: Approved as to form: This Agreement has been executed by each party on the date set forth below: CITY OF BELLEVUE CITY OF KIRKLAND By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: LAKE WASHINGTON SCHOOL UNIVERSITY OF WASHINGTON DISTRICT NO.414 By: By: Its: Its: a Date: .4 ab ( 101 I Date: Approved as to form: Approved as to form: Consortium Interlocat Final Page 5 of 8 I This Agreement- has been executed by each party on the date set forth below: j CITY OF BELLEVUE CITY OF KIRKLAND By: By: Its: Its: Date: Date: Approved as to form: Approved as to form: LAKE WASHINGTON SCHOOL UNIVERSITY OF WASHINGTON DISTRICT NO.414 By: By: Its: Its: Date: o Date: Approved as to form: Approved as to form: ,UIAI- Consortlum Inlerlocal 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: Its: Date: Approved as to form: BELLEVUE SCHOOL DISTRICT NO.405 By: Its: Date: Approved as to form: KING COUNTY PUBLIC HOSPITAL CITY OF FEDERAL WAY DISTRICT NO. 2 d/b/a Evergreen Healthcare By: � � Its. Its: Date - Date: d ad'� 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: 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's. 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'l is a public corporation organized pursuant to the ordinances and approvals of the Consortium Members and RCW 35.21.730 through 35.21.759 and RCW Chapter 39.34. RCW 35.21,750 provides as follows: "[A]II liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority." In no event shall the obligations of the Consortium be payable by recourse against any properties, assets or revenues of the Consortium Members, the State of Washington or any other political subdivision of the State of Washington. No person to whom such obligations are owed shall have any recourse or right of action against the Consortium Members, the State of Washington or any other political subdivision thereof on account of such obligations. Any of the Consortium Members may, by ordinance or contract or pursuant to interlocal agreement, agree to pay (on a contingent basis or otherwise) all or any portion of the obligations of the Authority; however, (1) no Member shall be obligated beyond the proportion of sum specified by ordinance or contract; and (2) no Member shall be obligated, directly or indirectly for the obligations of another Member. ARTICLE III DURATION The duration of the Consortium shall be perpetual except as provided in the Interlocal Agreement. ARTICLE IV PURPOSE The purpose of the Consortium is to acquire, construct, operate, manage and maintain a regional communications network that meets the needs of community institutions, including but not limited to government agencies, hospitals, schools and universities. ARTICLE V POWERS The Consortium shall have and may exercise all lawful powers conferred by state laws, the Interlocal Agreement, this Charter and its Bylaws that are consistent with the purpose of the Consortium. The Consortium in all of its activities and transactions shall be subject to the powers, procedures, and limitations contained in the Interlocal Agreement, this Charter and the Bylaws. ARTICLE VI CONSORTIUM MEETINGS AND BOARD RESPONSIBILITIES Section 1. Consortium Initial Meeting. Upon issuance of this Charter, there shall be an initial meeting of Consortium Members within 60 days. At the initial meeting, Consortium Members shall adopt the Consortium's Bylaws and elect the Consortium Board. The Bylaws shall be approved and a Board member shall be deemed elected to the Board if they receive a majority vote of all Consortium Members with voting member status. Thereafter, the Board shall manage and oversee the Consortium's activities, in accordance with the Interlocal Agreement. Section 2. Board Meetings and Membership Meetings. The Board shall meet as necessary to oversee the operations of the Consortium. After the initial meeting, the Consortium Members shall meet no less than once per year. To the extent required by law, notice of Consortium meetings shall be given in a manner consistent with RCW Chapter 42.30, the Open Public Meetings Act. Section 3. Board Composition, Powers and Responsibilities. A. Composition. The composition of the Consortium Board shall be set forth in the Consortium Bylaws, provided that the composition of the Consortium Board may not be changed without the approval of 75% or more of the Voting Members of the Consortium. The Consortium Board shall recommend a representative composition of the Board at the Annual Meeting. B. Consortium Board Terms. The Consortium Board terms shall be set forth in the Consortium Bylaws. C. Powers. The Consortium Board shall govern the Consortium. The powers of the Consortium Board shall be to: (1) develop and recommend the Consortium's Bylaws for approval by the Consortium Members; (2) create Consortium work programs; (3) determine services to be provided; (4) develop an annual budget for adoption by Consortium Members; (5) review and propose a membership policy; (6) recommend a fee policy for approval by the Consortium Members; (7) make purchases or contract for services to accomplish the purposes of the Consortium; (8) enter into agreements with third parties for goods and services as necessary to carry out the Consortium's purposes; (9) hire staff, consultants or private vendors as necessary; (10) identify and contract for the services of Fiscal Agent for the purposes of carrying out and recording Consortium financial transactions; (11) approve expenditures of funds; and (12) conduct any and all other business allowed by applicable law. The incurrence of debt by the Consortium requires the prior approval of all of the governing bodies of current Voting Members. D. Responsibilities of Consortium Board Members. Consortium Board Members shall participate fully in matters before the Board, attend all meetings, advocate on behalf of the Consortium, and contribute expertise to guide decisions. E. Bylaws. The Consortium Members shall adopt Bylaws that govern Consortium operations and decision making. F. Consortium Membership. Membership in the Consortium shall be limited to government agencies authorized to become signatories to an Interlocal Agreement as authorized by RCW 39.34.030, and who contribute assets, resources, and/or shared services for the benefit of members. The addition of new members shall be subject to the approval of a simple majority of the Consortium Board, as established by the Consortium, to manage its operations. ARTICLE VII VOTING In conducting Consortium business, Voting Members will cast a single vote with all votes being equal. A meeting quorum for Board Meetings shall be considered to be a simple majority of the Board Members. A meeting quorum for Consortium Member meetings shall be a simple majority of Voting Members. It is the desire of the Consortium that decisions be made by consensus, but a simple majority vote of all of the Voting Members present, either in person, electronically or by proxy, shall decide matters at Consortium Member meetings. A simple majority vote of all of the board members present, either in person, electronically or by proxy, shall decide matters at Consortium Board meetings. A second vote may be called in the event of a tie to arrive at a decision. A second tie will table the discussion until the next regularly scheduled meeting. ARTICLE VIII FINANCE AND BUDGET The Consortium Board is authorized to accept grants and such other financial opportunities as may arise in order to accomplish the purposes of the Consortium consistent with Chapter 39.34 RCW. The Consortium is empowered to receive all funds and assets allocated to it by its members. The Consortium Board may establish partnerships with public and private corporations or entities as allowed by law. The Consortium Board shall recommend an annual budget for adoption by the Consortium Members. A. Ownership of Property. The Consortium may own real and personal properties. Ownership of assets, such as fiber strands, equipment or software, shall be defined in the allocation noted within any Consortium Project Agreement to which the Member is signatory. Assets deemed surplus by participants in a Project Agreement shall be held by the Consortium in an Asset Bank administered by the Consortium Board for the benefit of the Consortium Members. Future allocation of surplus assets shall be at the discretion of the Consortium Board. Existing assets owned by the Consortium Members may be transferred to the Consortium for the benefit of Consortium Members at the owner's discretion. B. Retained Responsibility and Authority. Consortium Members retain the responsibility and authority for managing and maintaining their own internal Fiber Optic systems, including security and privacy of all data which may be linked to the Consortium's network. C. Fiscal Agent. The Fiscal Agent refers to that agency or government that performs all accounting services for the Consortium as it may require, in accordance with the requirements of Chapter 39.34 RCW. The Consortium Board shall appoint a Fiscal Agent for the Consortium. The Fiscal Agent shall have a non -voting, ex 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