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HomeMy WebLinkAboutRES 4118CITY OF RENTON, WASHINGTON RESOLUTION NO. 4118 A RESOLUTION OF THE CITY OF RENTON, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO ENTER INTO AN INTERLOCAL AGREEMENT ESTABLISHING THE COMMUNITY CONNECTIVITY CONSORTIUM BETWEEN THE CITY OF RENTON AND THE CITIES OF BELLEVUE, KIRKLAND, FEDERAL WAY, SEATTLE, ALGONA, AUBURN, KENT, PACIFIC, PUYALLUP, AND TUKWILA, AND LAKE WASHINGTON SCHOOL DISTRICT, UNIVERSITY OF WASHINGTON, BELLEVUE COLLEGE, BELLEVUE SCHOOL DISTRICT, KING COUNTY PUBLIC HOSPITAL DISTRICT NO. 2 D/B/A EVERGREEN HEALTHCARE, RENTON SCHOOL DISTRICT, AND VALLEY COMMUNICATIONS, AND SUCH OTHER GOVERNMENT AGENCIES THAT MIGHT HEREAFTER JOIN THE COMMUNITY CONNECTIVITY CONSORTIUM, FOR THE CONSTRUCTION AND MANAGEMENT OF FIBER OPTIC PROJECTS, AND APPROVING THE CHARTER OF THE COMMUNITY CONNECTIVITY CONSORTIUM. WHEREAS, the University of Washington, Lake Washington School District, City of Kirkland, and City of Bellevue signed an Interlocal Agreement ("Fiber Interlocal") for the purpose of outlining how the parties would work together on fiber optic projects, loosely referring to their group as the Regional Fiber Consortium; and WHEREAS, the City of Renton, among others, signed the Fiber Interlocal and the joining amendments and began participating in the Regional Fiber Consortium; and WHEREAS, there are more agencies that have joined, or seek to join, the Regional Fiber Consortium and, therefore, formally creating a new public entity will allow for better oversight, management, and control over fiber optic projects for the benefit of the members; 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 RESOLUTION NO. 4118 WHEREAS, Chapter 39.34 RCW authorizes the City of Renton 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 RENTON, WASHINGTON, DOES RESOLVE AS FOLLOWS: SECTION I. The above recitals are found to be true and correct in all respects. SECTION II. The Mayor and City Clerk are hereby authorized and directed to execute on behalf of the City of Renton an interlocal agreement substantially similar to that attached as Exhibit A, which is entitled "Interlocal Agreement Establishing the Community Connectivity Consortium". SECTION III. The City of Renton 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 Council of the City of Renton 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. 2 RESOLUTION NO. 4118 SECTION IV. 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 of Renton on account of any debts, obligations, liabilities, acts or omissions of the Consortium. SECTION V. If any provision of this Resolution or its application to any person or circumstance is held invalid, the remainder of the Resolution, or the application of the provision to other persons or circumstances is not affected. SECTION VI. Any act consistent with the goals of the Fiber Interlocal and prior to the effective date of this Resolution is hereby ratified and affirmed. PASSED BY THE CITY COUNCIL this 19th day of September , 2011. Bonnie I. Walton, City Clerk APPROVED BY THE MAYOR this 19th day of September ., 2011. Denis Law, Mayor Approved as to form: * Lawrence J. Warren, City Attorney RES.1518:7/21/ll:scr 3 RESOLUTION NO. 4118 Exhibit A Interlocal Agreement Establishing the Community Connectivity Consortium RESOLUTION NO. 4118 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 RESOLUTION NO. 4118 Whereas projects completed under a Fiber Optic Project Agreement defines the Fiber Consortium network, which is separate from each participating parties' networks unless transfers of a party's fiber assets were executed through a Fiber Optic Project Agreement; and Whereas the growing Fiber Consortium network with additional agencies in the process of joining and executing more projects has become cumbersome to manage under the current structure. The City of Algona, City of Auburn, City of Kent, City of Pacific, City of Puyallup, City of Tukwila, and Valley Communication Center have approved joining the Consortium and executed a joining Fiber Optic Agreement; and Whereas the members of the Fiber Consortium network are seeking grant opportunities to fund expansion to serve members' needs and has been successful in recent grant programs and thus the fiscal, administrative and project oversight responsibilities require more structure; and Whereas the forming of this Consortium pursuant to RCW 39.34.030 and RCW 35.21.730 through 35.21.759 will provide the additional structure that is required; and Whereas the rights established for each participant in each Fiber Optic Project Agreement shall not terminate with the replacement of the Fiber Interlocal. NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: I. ESTABLISHMENT OF THE CONSORTIUM The purpose of this Agreement is to create the Community Connectivity Consortium ("Consortium"). The Consortium shall be created as a separate legal entity as authorized by RCW 39.34.030 and shall be a public corporation pursuant to RCW 35.21.730 through 35.21.759. Upon approval and execution of this Agreement and approval of the form of the Consortium Charter by nine (9) members, the Consortium Charter shall be adopted by Ordinance by the City of Kirkland and then executed and issued by the City of Kirkland. II. PURPOSE The mission of the Consortium is to create a vibrant and competitive region by providing connectivity services to meet the needs of our community institutions - hospitals, universities, schools and government agencies. The Consortium shall have the following purposes: A. Create a regionally coordinated, open-access network that leverages the assets and resources of the members using strategic opportunities to provide low-cost, stable, robust, efficient connectivity services to members and their communities. Consortium Interlocal Final Page 2 of 8 RESOLUTION NO. 4118 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 RESOLUTION NO. 4118 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. Interlocal Final Page 4 of 8 RESOLUTION NO. 4118 This Agreement has been executed by each party on the date set forth below: CITY OF BELLEVUE By: CITY OF KIRKLAND By: Its: Its: Date: Date: Approved as to form: Approved as to form: LAKE WASHINGTON SCHOOL DISTRICT NO. 414 By: UNIVERSITY OF WASHINGTON By: Its: Its: Date: Approved as to form: Date: Approved as to form: Its: Date: Approved as to form: Consortium Interlocal Final Page 5 of 8 RESOLUTION NO. 4118 BELLEVUE COLLEGE By: BELLEVUE SCHOOL DISTRICT NO. 405 By: Its: Its: Date: Date: Approved as to form: Approved as to form: KING COUNTY PUBLIC HOSPITAL DISTRICT NO. 2 d/b/a Evergreen Healthcare By: Its: CITY OF FEDERAL WAY By: Its: Date: Date: Approved as to form: Approved as to form: Date: Approved as to form: CITY OF RENTON Bv: RENTON SCHOOL DISTRICT NO. 403 By: Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 6 of 8 RESOLUTION NO. 4118 CITY OF SEATTLE Bv: CITY OF ALGONA Bv: Its: Its: Date: Date: Approved as to form: Approved as to form: CITY OF AUBURN Bv: CITY OF KENT Bv: Its: Its: Date: Date: Approved as to form: Approved as to form: CITY OF PACIFIC Bv: CITY OF PUYALLUP Bv: Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 7 of 8 RESOLUTION NO. 4118 CITY OF TUKWILA Bv: VALLEY COMMUNICATIONS CENTER Bv: Its: Its: Date: Date: Approved as to form: Approved as to form: Consortium Interlocal Final Page 8 of 8 RESOLUTION NO. 4118 Exhibit B Proposed form of ordinance to be considered by the City Council of the City of Kirkland RESOLUTION NO. 4118 ORDINANCE AN ORDINANCE OF THE CITY OF KIRKLAND CREATING THE COMMUNITY CONNECTIVITY CONSORTIUM, A PUBLIC CORPORATION AND APPROVING ITS CHARTER. WHEREAS, the City of Kirkland is a participant in the Regional Fiber Consortium, which is comprised of local government agencies for the purpose of acquiring, constructing, operating, managing and maintaining a regional communications network that meets the needs of community institutions, including but not limited to government agencies, hospitals, schools and universities; and WHEREAS, the Regional Fiber Consortium members operate pursuant to an interlocal agreement entitled General Terms and Conditions; WHEREAS, the current Regional Fiber Consortium Members, along with prospective new members would like to adopt a new Interlocal Agreement Establishing the Community Connectivity Consortium ("Interlocal Agreement") pursuant to RCW 39.34 and form a public corporation pursuant to RCW 35.21.730 through 35.21.759 to govern their continued operations; and WHEREAS, the Interlocal Agreement and the Charter of the Community Connectivity Consortium ("Charter") has been approved by at least nine (9) prospective Consortium Members, which constitutes authorization for proceeding with formation with the Consortium under the Interlocal Agreement; NOW, THEREFORE, the City Council of the City of Kirkland does ordain as follows: Section 1. The Charter of the Consortium, attached hereto as Exhibit A and incorporated herein, is hereby approved. The Charter shall be issued in duplicate originals, each bearing the seal of the City of Kirkland attested by the City Clerk. One original shall be filed with the City Clerk. A duplicate original shall be provided to the Consortium. Section 2. The Consortium shall commence existence upon the fulfillment of each of the following: (1) The governing bodies of at least nine (9) Consortium Members have approved the creation of the Consortium by the City of Kirkland; (2) This Ordinance shall become effective; and (3) The Charter shall have been executed, and the Charter shall be in file with the City Clerk. RESOLUTION NO. 4118 Section 3. This ordinance shall be in force and effect five days from and after its passage by the Kirkland City Council and publication, as required by law. Passed by majority vote of the Kirkland City Council in open meeting this day of , 2011. Signed in authentication thereof this day of , 2011. MAYOR Attest: City Clerk Approved as to Form: City Attorney RESOLUTION NO. 4118 Exhibit C Draft Charter for the Consortium RESOLUTION NO. 4118 CHARTER OF THE COMMUNITY CONNECTIVITY CONSORTIUM, A WASHINGTON PUBLIC CORPORATION ARTICLE I NAME AND SEAL The name of this corporation shall be the "Community Connectivity Consortium" ("Consortium"). The corporate seal of the Consortium shall be a circle with the name of the Consortium and the word "SEAL" inscribed therein. ARTICLE II AUTHORITY FOR CONSORTIUM; LIMIT ON LIABILITY Section 1. Authority. The Consortium is a public corporation organized pursuant to Revised Code of Washington f RCW") 35.21.730 through 35.21.759, as the same now exist or may hereafter be amended, or any successor act or acts (the "Act"), Ordinance No. of the City of Kirkland, passed on , 2011 and the Interlocal Agreement Establishing the Community Connectivity Consortium adopted and approved by Consortium Members, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference ("Interlocal Agreement"). Section 2. Limitation on Liability. All liabilities incurred by the Consortium shall be satisfied (a) in the case of obligations or liabilities of the Consortium which are not limited recourse in nature, exclusively from the assets, credit, and properties of the Authority, or (b) in the case of obligations or liabilities of the Authority which, by their terms, are limited recourse obligations, from such assets, properties or revenue of the Authority as shall be specifically pledged thereto or otherwise identified as being the source of payment of such limited recourse obligations or liabilities, and no creditor or other person shall have any right of action against or recourse to Consortium Members, their assets, credit or services on account of any debts, obligations, liabilities or acts or omissions of the Consortium. Section 3. Liability of Consortium and Consortium Members. The following disclaimer shall be printed or stamped on all contracts or other documents that may entail any debt or liability by the Consortium: The Community Connectivity Consortium ("Consortium") is a public corporation organized pursuant to the ordinances and approvals of the Consortium Members and RCW 35.21.730 through 35.21.759 and RCW Chapter 39.34. RCW 35.21.750 provides as follows: "[A]ll liabilities incurred by such public corporation, commission, or authority shall be satisfied exclusively from the assets and properties of such public corporation, commission, or authority and no creditor or other person shall have any right of action against the city, town, or county creating such corporation, commission or authority on account of any debts, obligations, or liabilities of such public corporation, commission, or authority." In no event shall the obligations of the Consortium be payable by recourse against any properties, assets or revenues of the Consortium Members, the State RESOLUTION NO. 4118 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 RESOLUTION NO. 4118 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 RESOLUTION NO. 4118 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. RESOLUTION NO. 4118 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