HomeMy WebLinkAboutItem 02 Merger of Regional Fiber Consortium and Fiber South Consortium
Meeting Date: November 26, 2007
Meeting Type: Regular Session
Department: Public WorksR,
Staff Contact: Len Goodwin
, S P R I N G FIE L D Staff Phone No: 726-3685
C IT V-CO U N C I L Estimated Time: Consent Cal oar
ITEM TITLE: MERGER OF REGIONAL FIBER CONSORTIUM AND FIBER SOUTH
CONSORTIUM
Conduct a Second reading and consider adoption of AN ORDINANCE
RATIFYING THE CREATION OF THE REGIONAL FIBER OPTIC
CONSORTIUM, AUTHORIZING AND DIRECTING THE CITY
MANAGER TO EXECUTE THE INTERGOVERNMENTAL
AGREEMENT CREATING THE CONSORTIUM ON BEHALF OF THE
CITY OF SPRINGFIELD, AND REPEALING ORDINANCES 5926 AND
5942.
The Board of Directors of the Regional Fiber Consortium and the Board of
Directors of the Fiber South Consortium have agreed that the two consortia
should be merged and that the Regional Fiber Consortium should be the
surviving entity. The Boards have approved a draft Intergovernmental
. Agreement to effect the merger. That draft agreement,' along with an
ordinance, as required by ORS 190.085, ratifying the creation of the
Regional Fiber Consortium as the surviving entity, was presented for a first
reading and public hearing on November 19, 2007.
ATTACHMENTS: A.: Council Briefmg Memorandum
B.: Proposed Intergovernmental Agreement
C.: Proposed Bylaws
D.: Draft Ordinance
When the two Consortia were created, the principal reason for keeping them
separate was the perceived difficulty of managing an enterprise with a
diverse group of cities and counties encompassing virtually the entire
southern half of the state. Shortly after both were formed, they began to
operate in tandem and, for the past several years, every meeting has been a
joint meeting of both Consortia. While the broad geographical scope of the
two Consortia has been a complicating factor in efficient operation, it is
proving to be less of a concern than is the difficulty of getting either of the
Consortia to function efficiently. Simply put, many member jurisdictions
take only a passive interest. The boards have concluded that the core group,
which includes jurisdictions from both Consortia, can more effectively
manage operations if the two Consortia are merged and a representative
Board of Directors created to manage affairs, rather than rely on a Board
which includes every member jurisdiction.
AGENDA ITEM SUMMARY
ACTION
REQUESTED:
ISSUE
STATEMENT:
DISCUSSION/
FINANCIAL
IMPACT:
One negative impact of keeping the Consortia separate has been the
difficulty of managing financial resources. Although the telecommunications
industry views the consortia's fiber assets as a unitary system, because the
origirial arrangements were made separately, a situation has arisen where
Fiber South has substantial debt and Regional Fiber has significant reserves
well in excess of that debt. This merger will allow for retirement of the
existing debt, and by consolidating many of the administrative functions,
allow for reduced ongoing expenses.
MEMORANDUM
City of Springfield
Date:
November 15,2007
Gino Grimaldi, City Manager
Len Goodwin, Assistant Public Works Direc- .
tor
Subject: Merger of Regional Fiber Consortium and
Fiber South Consortium
To:
, COUNCIL
BRIEFING
MEMORANDUM
From:
ISSUE: The Boards of Directors of the Regional Fiber Consortium and the Fiber South
Consortium have agreed that the two consortia should be merged and that the Regional Fiber
Consortium should be the surviving entity. The Boards have approved a draft intergovernmental
Agreement to effect the merger. That draft agreement is now [present for Council review, along
with an ordinance, as required by ORS 190.085, ratifying the creation of the Regional Fiber
ConsortiUm as the surviving entity.
BACKGROUND: Regional Fiber Consortium was created in 1999 by Lane County,
Coburg, Springfield, Lowell, Westfir, Oakridge, Klamath Falls, Merrill and Klamath County.
Its members formed along the route of a fiber backbone construction project running from Cali-
fornia to Seattle. In return for the cities foregoing franchise fee charges and all the members
providing assistance to speed construction, the Consortium was provided with fiber optic cable
and access to the fiber along the route.
Fiber South Consortium was formed a few months later, based on the construction of a fiber
backbone from the coast north of Bandon to Eugene. Members of the Fiber South Consortium
include Bandon, Coquille, Myrtle Point, Coos Bay, North Bend, Coos County, Reedsport,
Roseburg, Sutherlin, Y oncalla, Drain, Cottage Grove, Creswell, Springfield, Eugene, Veneta,
Florence and Lane County and Lincoln County. The primary route runs from the coast to Coos
Bay, then east to near Roseburg and then north to Eugene. Fiber South also had ~ opportunity
to lease fiber from the Bonneville Power Administration. This completed a loop and offered the
potential, of connecting Reedsport, Florence, Veneta and Lincoln County.
About one year after the two consortia were formed they were able to jointly acquire additional
fiber from Springfield through Eugene arid Junction City on to Portland.
The two Consortia decided to act jointly because of the value of combining the populations.
They conducted a national solicitation for a private company to lease the fiber and establish
service to all the communities along the fiber routes. A company operating along the coaSt in
the Coos Bay area was selected, PCINW. Almost immediately PCINW ran into trouble. This
was the same time of the recession now called the dot.com crash, and funding for operations
such as the Consortium hoped to start dried up.
Relying on a little support from PCINW and a grant from Lane County, the City of Eugene and
a few other sources, and leases to the University of Oregon and ODOT, the Consortia were able
to pay operating costs and the lease payments to the BP A for a time. Finally, in 2005, PCINW
completely failed, and other sources of funds were no longer available. The Consortia declared
PCINW in default and terminated the contract. Fiber South also canceled the lease with BP A.
However, because of the structure of the lease with BPA (payments at the end of the lease year
rather than at the beginning), Fiber South Consortium was left owing the BP A approximately
$110,000.
Attachment A, Page 1 of 3
!
DISCUSSION: The situation is nearly the same at this time. Fiber South has a large debt,
and lacks the resources to pay it. Currently the only fiber leased and in use are the strands that
run from Eugene to Salem and Portland. The consortia do, however, have serious prospects.
'The city of Cottage Grove has negotiated a lease of fibers from Cottage Grove to Eugene.
When signed by the Fiber South Chair, there will be an active leaseholder on portions of the
fiber. The two consortia are also in serious negotiations with a private company, LS Networks
to lease portions of the fiber connecting Oakridge, Cottage Grove and Junction City and Halsey
to Eugene. There are also serious discussions with Douglas Fast Net to connect portions of
Douglas County and with the state of Oregon to connect Eugene and Klamath Falls.
The proposal is to merge the two Consortia, to form a single entity with a new governing struc-
ture. As with any change there are advantages and disadvantages. The advantages are clear.
The two consortia have always operated as one entity, but being actually two entitles has re-
sulted in some increased costs and some awkwardness in administration. It has been difficult to
have meetings of the full membership to make decisions. Currently Regional Fiber has more
reserves than Fiber South, but that has not always been the case. For the first several years of
operation, Fiber South had the resources and supported the operation of Regional Fiber. Com-
bining the two entities should help smooth out the variations in resources. The Regional Fiber
path does not come into Eugene, where the major telecommunications assets of the region are
located. The jointly owned path does go through Eugene, but it has more limited access to im-
portant points in Eugene than does the Fiber South path (one of the companies that has inquired
about leasing fibers from Fiber South is the company that built the Regional Fiber path.)
,What might be seen as .the major disadvantage of a merger is perhaps for Regional Fiber. Once
merged Regional Fiber would take on the $110,000 debt of Fiber South. There are actually,
however, reasons why such an action would be good for Regional Fiber.' Combined, the new
entity would have more resources to deal with the debt. As long as the debt exists without even
a plan for payment, all of the system is under a cloud, and especially the very important Eugene
connections.' There will be no opportunities to seek grant funding. In essence, as long as the
debt exists unpaid, Regional Fiber is effectively hampered by it as is Fiber'South.
, The logic of the merger is what prompted the Boards of the two consortia to decide to merge.
Regional Fiber Consortium was selected as the surviving entity because both boards thought
that the name Regional Fiber Consortium better reflected the character of the group than did
Fiber South Consortium.
For the governing structure of the new consortium a regional representation, or republican, form
was created. It is expected that this will deal with the major problem of the governance in the.
past, that of getting a quorum of all the members for a meeting. Using the regional representa-
tion will allow the truly interested members to operate the consortium for the benefit of all the
members. No member would be barred from attending and participating in the meetings, but a
meeting would not have to depend on uninterested members attending to operate.
Since the merger was propose~, several jurisdictions have raised questions about particular as-
pects of the proposal. One question concerned the possibility of a permanent Board that selects
itself and does not look for new ideas. A change to the bylaws provision was proposed to deal
with this situation, encouraging the possibility of a turnover in Board membership. Another
question concerned the possibility of the Board taking on new tasks and obligating the consor-
tium without approval of the members. The risk to members is lessened because, like the pre-
vious Consortia, this Consortium is created with the express stipulation that its actions do not
create member responsibility. An amendment to Section 1 of the bylaws has been proposed that
requires a change in the IGA if the Consortium is to take on any new functions.
Attachment A - Page 2 of3
As of this date, the cities of Eugene, Myrtle Creek, Drain, Cottage Grove, Oakridge and Veneta,
and Lane County have approved the merger ordinance. The City of Florence is scheduled to act
at its next meeting. Other jurisdiCtions have plans to take action in November and December.
Springfield has served as the financial agent for Regional Fiber since its inception. The Lane
Council of Governments has performed fmancial functions for Fiber South. The consensus of
the boards of the consortia is that Springfield will remain as the fiscal agenf for the merged Re-
gional Fiber. As a result, the consortium will remain a component part of the City's reporting
. entity for audit purposes, and its financial activity will be reviewed by the City's auditors as
part of the annual audit.
, RECOMMENDED ACTION: Conduct a public Hearing on the Draft Ordinance and direct
staffto present the ordinance for second rea.ding and action at a subsequent meeting.
Attachment A ~ Page 3 of 3
INTERGOVERNMENTAL AGREEMENT
TO ESTABLISH A REGIONAL FIBER CONSORTIUM
FOR THE OWNERSHIP AND OPERATION OF A FIBER OPTIC SYSTEM
AN AGREEMENT, entered into by and between some or all of the following: the Cities of
Oakridge, Westfrr, Lowell, Springfield, Coburg, Klamath Falls, Merrill, Bandon, Myrtle
Point, Coquille, Coos Bay, North Bend, Reedsport, Roseburg, Sutherlin, Y oncalla, Drain,
Cottage Grove, Creswell, Eugene, Veneta and Florence, all of which are Oregon municipal
corporations, and Lane County, Klamath County, Coos County and Lincoln County, all of
which are political subdivisions of the State of Oregon.
RECITALS
WHEREAS, ORS 190.010 provides that units oflocal government may enter into
agreements for the performance of any or all functions and activities that a party to the
agreements, its officers or agents, have authority to perform; and
WHEREAS Regional Fiber Consortium and Fiber South Consortium have developed a close
working relationship, including joint control of fiber assets so that it makes operational and
fiscal sense to merge the two entities, with Regional Fiber Consortium becoming the
successor to both entities.
AGREEMENT
Now therefore it is agreed:
Section 1.
MERGER
Fiber South Consortium is, by this agreement, merged with and subsumed into the Regional
Fiber Consortium. All the assets, property and liabilities of Fiber South Consortium are by
the effect of this agreement, absorbed by and become the possession of Regional Fiber
Consortium.
Section 2.
GENERAL PURPOSE
To form a joint entity (hereafter the Regional Fiber ConSortium, or "the Consortium")
consisting of representatives from certain units of local government to carry out the
followmg purposes:
A. To assume ownership and control of fiber optic cable obtained by the
Consortium, or by any member government, that the government, in its
discretion, deems it is appropriate to contribute to the Consortium;
B. To work to develop a fiber optic system, or components thereof, that best
serves the public interest in an efficient manner;
, Draft of July I, 2007
Attachment B, Page 1 of 8
Section 3.
C.
To provide a forum for communication and consultation among members and
to provide an opportunity for a cooperative and equitable sharing of
information regarding the potential for broadband development;
D.
To operate as an independent entity, taking appropriate actions to facilitate the
development of improved telecommunications within the region for the
benefit of residents of the region .
E.
To acquire such additional tangible and intangible assets as are deemed
necessary to fulfill the other purposes of the Consortium; and
F.
To combine the assets of the Regional Fiber Consortium and the Fiber South
Consortium, and thereafter operate in the interests of both Consorti~ using
those assets to make the greatest possible advances to telecommunications
services within the region comprised by the jurisdictional territories of the
members of the former Fiber South Consortium and the Regional Fiber
Consortium.
MEMBERSHIP
A. Membership in the Consortium is, subject to the approval of the then existing
members of the Consortium, open to any local government and other governmental
entities with a contribution to make to the fulfillment of the purposes of the
Consortium. The addition of a new member shall not be consIdered an amendment to
this intergovernmental agreement. The addition of an additional member may be
accomplished by the new member taking the actions necessary under ORS 190 and
signing a copy of this agreement, after approval of the additional membership by a
majority vote of the member representatives then forming the Consortium. The
signature of the then chair of the Consortium on an amendment adding a new member
shall be an indication that the new member of the Consortium has been accepted.
B. Membership by an entity not listed in the initial paragraph of this intergovernmental
agreement shall be subject to the approval of the Executive Board of the Consortium.
The Board of the Consortium shall consider any application for membership and may
approve the application whenever the additional membership will further contribute
to the efficient achievement of the purposes of the Consortium. Such approval shall
be a prerequisite for the adoption of any necessary ordinances. The governing body
of any local government may attain membership by adopting an ordinance enacting
the intergovernmental agreement. Any other entity may obtain membership in the
Consortium when such membership is consistent with applicable law and is initiated
pursuant to such applicable law.
. C. A member of the Consortium may withdraw from membership at any time by a
reversal of the process of joining the Consortium. It is in the interests of the
members, including the withdrawing member, that any assets acquired by the
Consortium as a result of a withdrawing member's earlier participation in the
Draft of July 1,2007
Attachment B, Page 2 of 8
development and operation of the Consortium be retained by the Consortium and
used with the maximum degree of flexibility to advance the interests of the region,
including the interests of the withdrawing member. Withdrawing members and the
Consortium should, therefore, make arrangements, formal or informal, to cooperate in
the continued protection of those assets for the Consortium's continued use.
Section 4.
EXECUTIVE BOARD OF THE CONSORTIUM
A. The governing body of the Consortium shall be the Executive Board, selected from
member representatives in a manner to maintain geographic representation of the
breadth of the Consortium. Service on the Executive Board shall be voluntary, the
Executive Board membership shall be selected by the existing Executive Committee
or Executive Board. A member may withdraw from the Executive Board at any time
without thereby withdrawing from membership of the Consortium. The Executive
Board shall consist of nine members, or fewer if insufficient members are wiling to
serve. The'Executive Board may not take action if there are fewer than five members
serving on the Executive Board, except that an Executive Boarg with fewer than five
members may take action to appoint new members of the Executive Board. Any time
there is a vacancy on the Executive Board, the Board shall seek to appoint additional
members to achieve the geographical balance and the optimal number of nine serving
Board members.
B. The Executive Board should be balanced for geographical representation by having
one member serving on the Board from the Klamath County area (Klamath County,
Klamath Falls and Merrill); two members from the Coos County area (Coos County,
Bandon, Coos Bay, Coquille, Myrtle Point and North Bend; two members from'the
Douglas and Lincoln County areas (Drain, Reedsport, Roseburg, Sutherlin, Y oncalla
and Lincoln County) and four members from the Lane County area (Lane County,
Coburg, Cottage Grove, Creswell, Eugene, Florence, Lowell, Oakridge, Springfield,
Veneta and Westfrr). If insufficient members are willing to serve on the Executive
Board from an area to achieve this geographic balance, the Executive Board 'may
appoint willing members from another area.
C. An appointment to the Executive Board shall be for a one year term, ending in June
of each calendar year. Members serving on the Executive Board may serve more
than one term consecutively. If members from a particular region who are not
serving express an interest in serving on the Executive Board, the Board should give
special consideration to !their request at the time of the next selection of Board
members. '
D. All member representatives shall receive notice of every Executive Board meeting
and shall be entitled to attend the meeting and participate fully in the discussion of
matters before the Executive Board.
Section 5.
FUNCTIONS
The basic functions of the Consortium are:
Draft of July 1, 2007
Attachment B, Page 3 of 8
Section 6.
A.
A.
Plan for fiber optic system development for the Consortium.
B.
Direct and manage the use of a fiber optic system or systems obtained by the
Consortium or its members for the Consortium.
,C.
Carry out further responsibilities and functions approved by the Consortium
, governing body to fulfill the purposes of the Consortium.
AUTHORITY
Consortium Authority. Except as provided in Article B of this section, the
Consortium shall have authority to act in the interests of the region created by
membership in the Consortium to oversee and direct the operation of any
Consortium fiber optic system created or enhanced pursuant to the right of
way permit agreements, or other similar means of acquisition by the
Consortium or its members for the Consortium, and such other responsibilities
as may be assigned by the members. The Consortium shall have authority to
carry out all functions and duties possessed by the members, either as reserved
in the right of way agreements or as otherwise provided by law for the
purposes of improving telecommunications services in the area, subj ect to the '
specific provisions of this agreement.
B.
Powers Retained by Governing Bodies of Members. In the following areas
members reserve the authority to act on their own behalf. Each member
agrees to make a good faith effort to weigh the impact of such actions on the
overall operation and continuity of the Consortium's work, and each member
agrees to take no action in those areas without prior notice to the Consortium.
The matters subject to this retained authority are:
1. Revocation, termination, extension, amendment or renewal of a right-
of-way permit, license or franchise for any actions within the
member's right of way that might affect the Consortium's assets or
operations.
2. Notice concerning the use, management, control, or operation of any
part of the Consortium;s fiber optic system within the jurisdictional
area of the member. All such agreements shall be subject to any
applicable ordinances or regulations of the member. Notice can be
given through the attendance of a member representative when' such an
agreement is discussed or approved. In the absence of a member
representatives' attendance, notice can be given by electronic or
regular mail notice to the member representative.
3. Any action requiring the adoption of any legislation by the governing
bodies, the amendment of this agreement, or the granting or denying of
any additional right of way permit, license or franchise.
Draft of July 1,2007
Attachment B,Page 4 of 8
Section 7.
4. Any decision concerning a change of ownership or control ofa system
subject to a right of way permit, license or franchise.
RULES OF PROCEDURE
The Consortium shall adopt rules of procedure. The rules shall:
Section 8.
A.
Establish times and places of meetings.
B.
Establish a central office for the Consortium, which shall have a mailing
address, a telephone, and appropriate records of the Consortium.
C.
Prescribe officers of the Consortium to be elected by the Executive Board of
the Consortium from among its members. '
D.
Provide for the organization and operation of the meetings of the Consortium,
wherein each member shall be entitled to select one representative to attend
Consortium meetings.
E.
Provide for the operation of the Consortium through a representative
Executive Board of the Consortium, which initially shall consist of nine
members, that a quorum, for any meeting shall consist of a majority of the
members of the Executive Board. The original rules of procedure shall
provide that a decision of the Consortium to amend the rules of procedure,
may be made only upon the affirmative vote of at least two thirds of the
Executive Board of the Consortium. The rules of procedure may provide for
meetings to be conducted by telephone or for the attendance of some
member's representatives by telephone or other electronic means,
CONTRACTS
The Consortium is authorized by the members to enter into contracts for:
A. Technical and professional services.
B. Construction and installation of any facilities necessary to achieve the
objectives of this agreement.
C. Provision of any form of telecommunications services to the Consortium area,
or any part thereof, which is intended to include leases of a portion of the
Consortium's assets for the purposes of improving telecommunications
servIces.
D. The purchase and ownership of real and personal property.
, Draft of July 1, 2.007
Attachment B, Page 5 of 8
. The Consortium's contracts shall be valid when signed by the presiding officer of the
Consortilim, acting pursuant to the authority granted under this agreement and the
Consortium rules.
Section 9.
COST OF OPERATION
A. The cost of operation of the Consortium shall be determined by its governing body,
and shall not thereby create an obligation of the members. In accordance with and
subject to Oregon Law, the Consortium may make expenditures for the purchase of
materials, services, supplies and equipment. Expenditures shall not exceed the funds
appropriated for the purpose by the Consortium or acquired through the operations of
the Consortium. No member shall be obligated for any payments except as
previously approved by the member. All obligations of the Consortium shall be
subject to prior appropriation of funds.
B. Any revenues received in excess of the budgeted cost of operation may be reinvested
. in the provision of additional services by the Consortium, or held in a reserve account
for future needs, or otherwise used as determined by the Consortium. Revenues in
excess of operational costs may also be returned to the members when such action is
made a part of the Consortium's adopted budget. The Consortium recognizes that
some members have made greater contributions to the establishment of the
Consortium than other members, when measured in terms of goods and services
donated, forbearance in the collection of right-of-way fees, or other financial
contributions. This difference in contributions shall have no effect on membership
rights, except that it may be reflected in return payments to members, which shall be
roughly proportional to the value of each member's contribution.
Section 10. TERMINATION
The duration of this agreement shall be perpetual. Any member may terminate its
participation in the agreement and withdraw from the Consortium upon 90.days written
notice of withdrawal to the Consortium and other members. However, expenditures
contracted for by the Consortium after the ,date of notice of intent to withdraw shall not
constitute an obligation on the part of the member providing notice of withdrawal. Where a
member has the right to collect fees for the use of the right of way, and where the
Consortium occupies the right of way within the jurisdiction of the member, in the event that
a member withdraws from the Consortium, the Consortium shall become responsible for the
payment of right of way fees or for franchise fees or other like charges, in the same manner
and to the same degree as would be t:nie for any private.entity, unless other arrangements are
made at the time of withdrawal.
Section 11. MEDIATION
In the event of a dispute or disagreement regarding the performance, terms or conditions of
this agreement, unless otherwise provided, the dispute shall be submitted to mediation.
Draft of July I, 2007
Attachment B, Page 6 of 8
Section 12. INDHv1NITY
The Consortium, and each of the parties agrees to defend, indemnify and save the other
harmless from any claim, liability or damage resulting including attorney fees from any error,
omission or act of negligence on the part of the indemnifying party, its officers or employees
in the performance of its responsibilities under this agreement. The parties indemnity and
hold harmless obligations are subject to the limitations of the Oregon Tort Claims Act and
the Oregon Constitution, as applicable.
In providing the services specified in this agreement (and any associated services) all the
parties are public bodies and maintain their public body status as specified in ORS 30.260.
All the parties understand and acknowledge that all parties retain all immunities and
privileges granted them by the Oregon Tort Claims Act (ORS 30.260 through 30.295) and
any and all other statutory rights granted as a result of their status as local public bodies.
Section 13. EFFECTIVE DATE
As required by ORS 190.085, prior to becoming effective, each of the parties to the
intergovernmental agreement shall enact an ordinance ratifying the creation of the
intergovernmental entity, declaring that it is the intent of the governing body enacting the
ordinance to create an intergovernmental entity by intergovernmental agreement, specifying
the effective date of the agreement, setting forth the public purposes of the intergovernmental
entity and describing the powers, duties and functions of the intergovernmental entity. Not
later than 30 days after the effective date of the intergovernmental agreement, each member,
upon joining, must file with the Secretary of State copies of the enacting ordinance and
copies of this intergovernmental agreement.
This amended agreement shall become effective for the first and second member of the
Consortium upon the adoption of an enacting ordinance by the second member adopting such
an enacting ordinance, and shall thereafter become effective for each additional member of
the Consortium upon adoption of an enacting ordinance.
Section 14. NOTICE
Until notice of a change is provided to all then current members of the Consortium, all notice
to the Consortium shall be directed to:
Milo Mecham
Lane Council of Governments
125 E 8th Ave.
- Eugene, OR 97401
541-6824023
fax 541- 682-2635
Section 15. COUNTERPART SIGNATURES
Draft of July 1, 2007
Attachment B, Page 7 of 8
This agreement may be executed in one or more counterparts. The execution of a counterpart
agreement by a member will be effective for all members who have previously signed or will
, thereafter sign the same or a separate counterpart of the agreement.
Section 16. DEFINITIONS
For purposes of this agreement the following terms shall mean:
A. Member. A local government that has accepted the terms of this
intergovernmental agreement and has been accepted as a member of the Consortium.
B. Consortium. A local government formed as an organizatiOll of governments by an
intergovernmental agreement having the power to own property, enter into
agreements and such other powers as described in this agreement.
C. Right-of-way permit. A permit orlicense granted by a member government to an ,
entity, such permit allowing the entity to install telecommunications facilities within
the public right-of-way within the jurisdiction of a member government.
D. Fiber Optic System. A system for telecommunications consisting of the physical
fiber optic cable, the electronic systems necessary to communicate signals along the
fiber cable, such other equipment to facilitate the introduction and transmission of a
communication signal, and a means of connection to the source and destination for a
'communications signal.
SIGNED:
THE CITY OF THE CITY OF
Signature (Title) Signature (Title)
Date Date
COUNTY THE CITY OF
Signature (Title) Signature (Title)
Q
I.U
Date Date ~
0
Signature (Title)
Signature (Title)
COUNTY
THE CITY OF
Date
Date
Draft of July 1, 2007
Attachment B, Page 8 of 8
Regional Fiber Consortium
Bylaws
The RegionalFiber Consortium is a membership association of governments, established
'by agreement of the participating entities under the authority of the State of Oregon's
Intergovernmental Cooperation statutes, ORS 190.003 to 190.110, and formalized by an
. Intergovernmental Agreement adopted by the participating member governments. These
Bylaws are the Rules of Procedure called for and authorized by Section 7 of the
Intergovernm.ental Agreement.
1.., Purpose and Objectives
The Fiber Consortium is established and supported by its member units of government to:
A. Assume ownership and control of fiber optic cable obtained by the
Consortium, or by any member government, that the government, in its
discretion, deems it is appropriate to contribute to the Consortium;
B. ' Work to develop a fiber optic system, or components thereof, that best
. serves the public interest in an efficient manner;
C. Provide a forum for communication and consultation among members and
to provide an opportunity for a cooperative and equitable sharing of
information regarding the potential for broadband development;
D. Operate as an independent entity, taking appropriate actions to facilitate
the development of improved telecommunications within the region for
the benefit of residents of the region
E. Acquire such additional tangible and intangible assets as are deemed
necessary to fulfill the other purposes of the Consortium; and
F. Combine the assets of the Regional Fiber Consortium and the Fiber South
Consortium, and thereafter operate in the interests of both Consortia, using
those assets to make the greatest possible advances to telecommunications
services within the region comprised by the jurisdictional territories of the
members of the former Fiber South Consortium and the Regional Fiber
Consortium.
,2. Geographic Area Served and Location of Principal Office
The membership of the Fiber Consortium is drawn from the geographical area of
Lane County, Klamath County, Douglas County, Coos County and Lincoln
, 'Attachment C, Page 1 of 6
County. The Fiber Consortium's operations and services are primarily directed
, ,toward those members and to their constituents.
The principal office of the Fiber Consortium is located in Springfield, Oregon.
3. Membership
The requirements for membership in the Fiber Consortium are setforth in the
Intergovernmental Agreement.
A. . General Membership General Members must be local governrilents capable of . ' "
ratifying the Intergovernmental Agreement. Governmental entities, eligible for
membership, must ratify the Fiber Consortium Intergovernmental Agreement before
becoming members. ' Governmental entities not listed by name in the Intergovernmental
Agreement must be approved for membership by the existing General Members in the
manner set forth in the Intergovernmental Agreement. '
, .
General Members shall be entitled to all the rights and privileges of any member.
B. Representation of Members Each member shall be entitled to designate one
representative and one alternate as the member's representative. Vacancies in the position
of representative or alternate shall not constitute a withdrawal from active membership.
All members are requested to appoint delegates and alternates to the Consortium
annually, and to communicate to the Board Chairthe names, addresses and other contact
information of such appointees.
4. . Governing Authority
, .
The governing authority of the Fiber Consortium shall be held by the Consortium
Executive Board. '
A. Composition and Number: The Fiber Consortium Executive Board shall be
comprised of designated representatives from members. As provided in the
Intergovernmental Agreement and these Bylaws, the Executive Board shall be comprised
of nine member representatives, or fewer if for any reason the Executive Board cannot
fill one or more positions. The first Executive Board shall be composed of the Executive.
Committees of the Regional Fiber Consortium and the Fiber South Consortium. The first
action of this newly constituted Board shall be the solicitation of members to fill the
vacant positions on the board.. -
B. Powers: It is the role and responsibility of the Executive Board to establish the
policies of the Fiber Consortium. Specific functions and powers, assigned by the
membership to the Fiber Consortium are set forth in the Intergovernmental Agreement.
Except as specifically provided in the Intergovernmental Agreement or in these Bylaws,
all functions and powers assigned to the Fiber Consortium are held by the Executive '
Attachment C, Page 2 of 6
Board. Included are the power to: Adopt plans, policies and position statements on
behalf of the Consortium; annually adopt a Work Program, prescribing the activities of ,
the Fiber Consortium; annually adopt a Budget, setting forth the fiscal expectations and ,
limitations for a twelve month period; and establish and charge advisory committees or .
councils to assist in the performance of Work Program tasks.
C. Meetings: The Executive Board will meet at least twice a year, in April or May
and October. The Board may also meet at other times at the call of the Chair or by four
members, provided that notice of such a meeting is provided to all members no less than
48 hours in advance. All meetings of the Fiber Consortium Executive Board are to be
conducted in compliance with the Public Meetings Law of the State of Oregon (ORS
192.610 - 192.695) and under the general provisions of Robert's Rules of Order, Revised.
The locations of regular or special meetings of the Board are established by action of the
Board or Chair, but such locations in all cases shall comply with State law with regard to
non-discrimination and accessibility. Proper public notice, as specified by State law, is to
be providedfor all meetings of the Fiber Consortium Executive Board.
D. Published Agenda: At least one week in advance of any regular meeting of the
Executive Board, an agenda; indicating the issues and topic$ for the Board's
consideration and recommended actions,.ifany, shall be published and distributed to all
Consortium members. Deliberative action by the Board can be taken only on the issues
and topics included on the published agenda, unless the following authorizing procedure
is employed. Any member of the Executive Board may move to consider a specific
action item not included on the published agenda. If such a motion is duly seconded and
passed by the Board, substantive action on such an item can then be taken.
E. Quorum: At all meetings of the Executive Board, the. presence of delegates or
alternates in a number sufficient to constitute a majority (fifty percent or more) of the
number of Board members currently holding an appointment will constitute a quorum for
the transaction of business. At any meeting in which this prescribed quorum requirement
is initially met, the Executive Board may continue to transact business, notwithstanding .
, the subsequent withdrawal of Board members from the meeting, provided that any action
taken is approved by at least a majority of the Board members required to constitute a
quorum, or such number as is required by the Intergovernmental Agreement and these
Bylaws for the adoption of certain actions. For the purposes, of selecting additional
members of the Executive Board, as described in subsection G, the vote of a majority of
the members eligible to vote shall constitute a quorum.
F. Electronic Meetings: The Executive Board may meet by means of a telephone
conference or other means of electronic communication. Individual representatives of
any Member may attend any meeting of the Executive Board by electronic means. Such
a representative shall be entitled to participate fully, including voting, as long as the
electronically attending representative feels that she or he is capable of adequate
understanding and participation in the meeting. All electronic meetings shall be subject
to the notice requirements for meetings of the Executive Board. Members of the.
Consortium currently not serving on the Executive Board may also attend the meetings
Attachment C, Page 3 of 6
electronically. These members shall be allowed to participate in discussions, except for
, ,voting.
G. Membership Selection: Immediately after the election of a Chair and Vice Chair
. at its April or May meeting, the Executive Board shall determine the composition of the
. Executive Board for the year beginning July 1. The Board shallobserve the
, geographical composition guidelines of the IGA.' If insufficient members from anyone "
geographical area are willing to serve, the Board may select willing members from other
areas of the Consortium. Existing Board members may continue in their membership
from year to year. In the event that more members from a geographical area wish to
serve on the Board than are allocated in the IGA, and there are no vacancies, or
insufficient vacancies from other geographical areas, the Executive Board members from
other geographical areas will elect the member or members from the geographical area
being contested. ' .
, 5. Officers
A. Nomination and Election: At the regular annual meeting of the Executive Board
(April or May), the Board shall elect a Chair and a Vice Chair, whose terms shall begin
with the next fiscal year (July 1). All duly designated voting members of the Fiber
Consortium Executive Board, including present and past office holders, are eligible to be
nominated and elected to office.
.. B. Duties: The Chair of the Executive Board shall preside at all meetings of the
Board, and shall be entitled to vote on all matters before the Board; shall speak on behalf
of the Board; shall make and present to the Board for confirmation appointments of
Board members to various advisory committees, associations and councils; and shall
execute agreements on behalf of the Fiber Consortium. The Vice Chair shall assume the
duties of the Chair in his/her absence.
6. Administrative Authority
The Executive Board is responsible for overseeing the administrative actions of the Fiber ,
Consortium. The Board Chair shall serve as the chief administrative officer of the
organization, and shall be responsible for the preparation and presentation to the Board of
an annual proposed Budget, for the execution of a Work Program within the constraints
of the adopted Budget; for the appointment and removal of any Fiber Consortium
. employees; and for the administration of the business of the organization under the
policies established by the Executive Board.
7. ,Fiscal Process
A. Fiscal Year: Fiber Consortium's fiscal year is a twelve month period, beginning
, July 1 and ending June 30.
. Attachment C, Page 4 of 6
B.. Annual Financial Statements and Audit: After the closeofthe fiscal year, the
FiberConsortium Board Chair provides for the preparation of comprehensive Financial
Statements, reflecting the transactions ofthe fiscal period. When requested by the
Executive Committee, thos~ Financial Statements shall be reviewed by a qualified, .
,.independentaccounting firm, retained by the Fiber Consortium for that purpose. The
Financial Statements, along with any report of the agency's auditor, shall be presented to
the Executive Board. The Executive Committee will review the Financial Statement and,
if appropriate, to acceptthe Financial Statements andother reports and to authorize their
submission to the State, as required by law."
C. Expenditures: Expenditures of agency funds are approved under the authority of
the Board Chair, as prescribed and constrained by the Board-adopted Budget.
Disbursementregisters are approved by the Board Chair or designated management staff.
Continual monitoring of expenditures in comparison to revenues on hand and budget
authorization is conducted by fiscal staff; and quarterly financial reports, summarizing
transactional experience, are prepared and submitted to the Executive Committee.
E Contract Authority: The Fiber Consortium Executive Committee serves as the
"contract review board" for the Fiber Consortium, and exercises the powers and duties
established for such boards under State law (ORS 279.055). By resolution, the Executive
Committee will establish procedures for entering into public contracts~. Within those
procedures, the Board Chair or hislher designee serves as the contracting and purchasing
agent for the agency and is authorized to enter into contracts.
F.Execution of Documents: The Board Chair is authorized to execute documents
binding the agency, provided such commitments are consistent with agency policy.
G. .. Contract Terms: .In accordance with the limitations on liability in the ,
Intergovernmental Agreement, each contract of the Fiber Consortium shall contain the
following statement: "Notice: The undertakings, debts and obligations ofthe Regional
Fiber Consortium are not an undertaking, debt or obligation of any Member of the Fiber
Consortium. No Member ofthe Regional Fiber Consortium is obligated by actions of the
Regional Fiber Consortium except as provided for in the Intergovernmental Agreement
creating the Regional Fiber Consortium. For contractual purposes such an obligation by
a Member will be evidenced only by the authorized signature of a representative of the
member,. affixed after appropriate action by the Member. All debts and obligations of the
Regional Fiber Consortium are subject to prior appropriation of funds pursuant to the
applicable Oregon Budget Laws."
9. ' Employment of Staff
. '("
A. 'Basis and Authority: The Intergovernmental Agreement provides authority to the
Fiber Consortium to take action necessary to fulfil its purposes. This authority includes
the authority to employ staff for the Fiber Consortium. . If such staff are direetly"
employed by the Consortium, the Board Chairis charged at the time of initial
employment with developing, administering, maintaining and implementing personnel
, ,
Attachment C, Page 5 of 6
, ,
procedures applicable to the Fiber Consortium staff; and he/she is vested with authority
to appoint, promote, transfer, demote, suspend and separate personnel. The Board Chair
may, as an alternative to directly contractmg with employees, obtain personnel services
by persons whose services are obtainedasa result of a contract with another entity,
member or non-member.
B. Personnel Policies: At such time as it becomes necessary, the Executive Board .',
will establish and publish policy statements which govern the agency's personnel system.
Iricluded will be the Board's commitment to the application of the principles of
affIrmative action to all personnel transactions; its commitment to the establishment of a
standard of conduct which stresses professional ethics; its commitment to a compensation
system which promotes fairness and attracts and retains the best employees possible; its '
commitment to the maintenance of a classifIcation system to assure fair and equitable
treatment of agency personnel; and, its commitment to a process by which complaints or
grievances can be resolved. I
10. Advocacy
The Executive Board is responsible for establishing and communicating Fiber
Consortium policies and policy recommendations. Advisory committees, established by
Fiber Consortium, and members of the agency's staff are precluded from directly"
advocating legislative positions to state or federal lawmakers without policy level
approval.. When time constraints make formal approval of advocacy positions by the
Board impossible, the Chair is empowered to establish and communicate anagency
position to legislptive bodies. Communication of recommendations to state or federal
executive agencies need not be formally approved by the Board, but does require the
approval of the Board Chair or hislher designee.
11. Amendment of Bylaws
. .
These Bylaws shall be adopted as part of the adoption of a new Intergovernmental
Agreement. Having been prepared and provided to the members at the same time as the
adoption of the Intergovernmental Agreement, adoption of the Intergovernmental
Agreement shall be sufficient evidence of acceptance of the Bylaws.
These Bylaws may be.amended or repealed and new Bylaws may be adopted by an
affIrmative vote of two thirds (2/3) of Board members present at a regular meeting of the
Executive Board, provided (1) that a quorum is present and (2) that written notice of such
meeting, setting forth the proposed Bylaw revisions, is given to all Consortium members
not less than thirty (30) days prior to such meeting and (3) that the motion to amend, the
Bylaws is adopted by an actual majority of the Members eligible to vote (whether in
attendance or not). Except that the requirement for a thirty day advance notice of a
. proposed amendment, repeal or replacement of these Bylaws may be waived by the
declaration of an emergency, approved by an affirmative vote ofthree quarters (3/4)of
the Board members present and voting at a regular Executive Board meeting:
Attachment C, Page 6 of 6
(Special)
ORDINANCE NO.
AN ORDINANCERA TIFYING THE CREATION OF THE REGIONAL FIBER
OPTIC CONSORTIUM, AUTHORIZING AND DIRECTING THE CITY MANAGER
TO EXECUTE THE INTERGOVERNMENTAL AGREEMENT CREATING THE
CONSORTIUM ON BEHALF OF THE CITY OF SPRINGFIELQ AND REPEALING
ORDINANCES 5926 AND 5942.
THE COMMON COUNCIL OF THE CITY OF SPRINGFIELD HEREBY FINDS AND
DETERMINES:
1. By Ordinance No. 5926, adopted June 21, 1999, the Springfield City Council ratified
the creation of an intergovernmental entity, known as the Regional Fiber Consortium,
by an Intergovernmental Agreement ent~red into by the City and other units of local
government pursuant to the provisions of ORS 190. 003, et seq.
. 2. By Ordinance No. 5942, adopted November 1, 1999, the Springfield City Council
ratified the creation of an intergovernmental entity, known as the FiberSouth
Consortium, by an Intergovernmental Agreement entered into by the City and other
units oflocal government pursuant to the provisions of ORS 190.003, et seq.
3. The Boards of Directors of the Regional Fiber Consortium and the FiberSouth
Consortium have agreed that for reasons of efficiency and economy the purposes of
the consortia would be best served by merging the two into one consortium and that
the FiberSouth Consortium should be merged into the Regional Fiber Consortium.
The members of each of the two consortia have met and conferred and developed a
consensus and have recommended to the City Council a new Intergovernmental
Agreement creating the Regional Fiber Consortium as the survivor entity.
4. It is the intent of the Springfield City Council to ratify the creation of the Regional
Fiber Consortium as the survivor entity to the FiberSouth Consortium and the
Regional Fiber Consortium.
NOW THEREFORE, THE COMMON COUNCIL OF THE CITY OF SPRINGFIELD DOES
ORDAIN AS FOLLOWS:
Section 1. It is the intent of the Springfield CitY Council to create an intergovernmental
entity, to be known as the Region~l Fiber Consortium, by an Intergovernmental Agreement
entered into by the City and other units oflocal government pursuant to the provisions of ORS
190.003 et seq.
Section 2. The effective date of such intergovernmental agreement shall be December 1,
2007, or such later date as shall be the date two participating units of local government shall have
adopted an ordinance ratifying the creation of the Regional Fiber Consortium.
Attachment D,
Page 1 of 3
Section 3.
shall be:
A.
Section 4.
The public purposes for which the Regional Fiber Consortium shall be created
To assume ownership and control of fiber optic cable obtained by the Consortium,
. or by any member government, that the government, in its discretion, deems it is
appropriate to contribute to the Consortium;
B.
To work to develop a fiber optic system, or components thereof, that best serves
the public interest in an efficient manner; ,
C.
To provide a forum for communication and consultation among members and to
provide an opportunity for a cooperative and equitable sharing of information
regarding the potential for broadband development;
D.
To operate as an independent entity, taking appropriate actions to facilitate the
development of improved telecommunications within the region for the benefit of
residents of the region;
E.
To acquire such additional tangible and intangible assets as are deemed necessary
to fulfill the other purposes of the Consortium; and,
F.
To combine the assets of the Regional Fiber Consortium and the Fiber South
Consortium, ahd thereafter operate in the interests of both Consortia, using those
assets to make the greatest possible advances to telecommunications services
within the region comprised by the jurisdictional territories ofthe inembers of the
former Fiber South Consortium and the Regional Fiber Consortium.
The powers, duties and functions of the Regional Fiber Consortium shall be to:
A.
Plan for fiber optic system development for the Consortium.
B.
Direct and manage the use of a fiber optic system or systems obtained by the
Consortium or its members for the Consortium.
C.
Carry out further responsibilities and functions approved by the Consortium
governing body to fulfill the purposes of the Consortium.
Section 5. The City Manager is hereby authorized and directed to evidence this ratification of
the creation of the Regional Fiber Consortium by executing, on Qehalf of the City of Springfield,
by executing a copy of an INTERGOVERNMENTAL AGREEMENT TO ESTABLISH A
REGIONAL FIBER CONSORTIUM FOR THE OWNERSHIP AND OPERATION OF A
FIBER OPTIC SYSTEM, substantially in"the form ofa draft dated July 1,2007, with such
changes as he determines are not inconsistent with the provisions of this ordinance, such
determination to be evidenced by his execution of the agreement.
Attachment D,
Page 2 of3
Section 6.
Ordinance No. 5926 and Ordinance No. 5942 are hereby repealed.
ADOPTED by the Common Council of the City of Springfield this _ day of
2007, by a vote of _ for and ~ against.
APPROVED by the Mayor of the City of Springfield this _ day of
,2007.
Sidney W. Leiken, Mayor
ATTEST:
being first duly sworn, deposes and says that
Sidney W. Leiken, to me personally known, and known by me to be the person described in the
foregoing instrument did sign this ordinance with her hand in my presence this _ day of
, 2007.
.. ';::In:''., ':' !,Q;1Jl')1tiMI\:'U1
i\,... ~~:...~':;; C~i"~r. ~ ~'~\U'\1n...tt...
;,:; TO r'::ORi'v1
-L\_~J~ 0:::.. '
DP"TE: _~..:=t-\.-\ ~~"'-\
9FFiQ~ Q~ Glr( AffOfiNEY
Attachment D,
Page 3 of3