Snohomish County Interlocal Agreement Consortium for Negotiation of Transfer of Cable Franchise Agreement from Verizon Northwest, Inc to Frontier Communications CorporationINTERLOCAL AGREEMENT
CONSORTIUM FOR NEGOTIATION OF TRANSFER OF CABLE FRANCHISE
AGREEMENT FROM VERIZON NORTHWEST, INC. TO
FRONTIER COMMUNICATIONS CORPORATION
This Interlocal Agreement (the "Agreement") is made and entered into by and between
the undersigned Parties pursuant to the provisions of the Interlocal Cooperation Act of 1967,
RCW Chapter 39.34.
WHEREAS, Snohomish County and some cities of South Snohomish and King County
(collectively the "Parties") are or will soon be in the process of negotiating the transfer of control
of the cable franchise with Verizon Northwest, Inc. ("Verizon") to Frontier Communications
Corporation ("Frontier"); and
WHEREAS, while each governmental entity may negotiate on its own behalf, the Parties
to this agreement wish to coordinate their efforts in a lawful manner in order: a) to ensure that
the public receives the maximum rights and benefits from their respective franchise agreements;
b) to better coordinate the transfer process with Verizon and Frontier; (c) to share the costs of the
evaluation of the transfer application and any potential negotiations, including hiring a national
consultant and attorneys, and if necessary an accountant and technical advisor, to assure the
citizens of each jurisdiction that the transfer is consistent with the terms of the Parties' respective
franchises; and (d) to create a common transfer resolution template; and
WHEREAS, the Interlocal Cooperation Act provides a mechanism to both jointly
contract with consultants, including accountants and technical advisors, for common services as
well as a mechanism for each Party to utilize the consultant's services, as that Party sees fit, for
additional support in negotiation as well as the tailoring of the template to the specific needs of
each participating entity;
NOW THEREFORE, in consideration of the mutual promises and covenants contained
herein, it is agreed that:
1. Purpose. This Agreement shall have the following purposes:
1.1 Create a Consortium, entitled the "Verizon/Frontier Transfer Consortium"
("Consortium"), to assist the Parties in joint and individual negotiations with Verizon and
Frontier for the transfer of the cable franchises.
1.2 Provide a vehicle for the Parties to designate a representative to organize
the Consortium and lead negotiations. Peter Camp of the Snohomish County executive office is
hereby designated as the lead negotiator.
1.3 Provide a vehicle for the Parties to contract with River Oaks
Communications Corporation ("Consultant"), for the evaluation of the Request for Consent to
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Transfer of Control of Franchise, the FCC Form 394 and attached exhibits, and other related
transfer documents (hereinafter "Transfer Documents").
1.4 Engage Consultant to perform certain services as described in the Scope of
Work ("Consultant Services"), attached hereto as Exhibit A and incorporated herein by this
reference.
1.5 Engage the law firm of Ogden Murphy Wallace, P.L.L.C. ("OMW") to
provide administrative and negotiation services for the Consortium.
1.6 If desired by the Parties, enable the Parties to contract with an accountant
or technical advisor as provided in Sections 6 and 7.
1.7 This Agreement shall also serve as a vehicle to contract with the
Consultant for additional individualized services to be provided as needed to each individual
Party. By so doing, the Parties hope to secure a lower cost for the Consultant's services through
a joint contracting framework as well as minimize associated travel costs and other expenses by
coordinating their efforts.
1.8 The Consortium shall also serve as a vehicle for the Parties to share
information now and in the future regarding telecommunications and cable issues, including but
not limited to issues such as educational and governmental channel usage, access fees and capital
fees, negotiation strategies for franchises, the negotiation of cell tower and other
telecommunication leases, right—of—way use requirements, and other similar issues. This
information sharing is intended to provide a vehicle for sharing information regarding issues of
common public interest.
2. Duration.
2.1 The Effective Date of this Agreement is the date on which the fourth Party
signs the Agreement or the date this Agreement is posted on the City of Edmonds website,
whichever later occurs.
2.2 The Consortium, as an information —sharing group, may remain in effect
for an indefinite term for the mutual benefit and cooperation of the Parties for so long as they
individually choose to participate.
2.3 The Consortium, as a body formed to evaluate the transfer documents and
as a joint negotiation team, may remain in effect for two (2) years and will terminate at the
anniversary of the Effective Date unless otherwise extended by the action of the Parties.
2.4 Any Party may withdraw from this agreement upon the provision of ten
(10) days written notice subject to the limitations of Section 3.4.
3. Organization. The Consortium may consist of Snohomish County and the cities
of Bothell, Edmonds, Everett, Kenmore, Marysville, Mukilteo, Mountlake Terrace, Redmond,
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Shoreline, Woodinville and the Town of Woodway, upon their authorization. The City of
Edmonds shall serve as the contracting entity with the Consultant. In addition, other entities
authorized to participate in interlocal agreements by statute may join during the term of this
Agreement, pursuant to Section 3.3.
3.1 In accordance with RCW 39.34.030, financing of the Consortium and all
costs associated with consulting, evaluating, negotiating and attorney services provided to the
Consortium shall include an initial amount equal to $2,000 per Party plus an amount based on a
Party's population. All costs incurred by the Consortium shall be shared by the Parties on a pro-
rata basis based upon the population of the Party.
3.1.1 The population of all Parties is based on the April 2008
Washington State Office of Financial Management Annual Population Estimate and is described
in Exhibit B, attached hereto and incorporated herein by this reference. Snohomish County's
population is based on the population residing in the proposed build -out area pursuant to the
Verizon Franchise, using the April 2006 Washington State Office of Financial Management
Annual Population Estimate.
3.1.2 Pro-rata share estimates and associated predicted costs as described
in Exhibit B are for illustrative purposes only. The pro—rata share apportioned to each Party is
dependent on the number of jurisdictions who agree to join the Consortium.
3.2 The Parties shall attempt to reach a consensus regarding the direction of
the Consultant, the administrator, negotiators, accountant, technical advisors, and any other
persons working on behalf of the Consortium in the evaluation of the Transfer Documents. In
the event that the Parties cannot reach substantial agreement, voting shall be on a weighted basis,
with each Party having as many votes as its pro—rata percentage of the costs to be shared. A
quorum shall consist of at least Snohomish County and a majority of the member cities.
3.3 Additional cities may join the Consortium upon satisfaction of the
following requirements:
3.3.1 Approval of entry of the city applying ("Applicant City") by
consensus of the current Parties to the Consortium;
July 31, 2009;
3.3.2 Request to join the Consortium is received no later than
3.3.3 The Applicant City agrees to the terms of this Agreement;
3.3.4 The Applicant City may join by paying a fee equal to the amount
of its pro—rata share of the total cost incurred and billed through its date of entry. The pro—rata
share of the Applicant City shall be determined in accordance with Section 3.1; and
3.3.5 Following admittance into the Consortium, the Applicant City will
pay its pro—rata share of costs incurred and billed after its date of entry consistent with all other
Parties to this Agreement pursuant to Section 3.1.
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3.4 A withdrawing Party shall be liable for its pro—rata share of Consortium
costs incurred through the date of its departure. Each Party shall be individually liable for all
costs associated with individual work requested from the Consultant. Each Party agrees to
indemnify and hold the other Parties harmless for the costs which that Party individually incurs.
3.5 All costs of the Consortium incurred under Section 1 shall be billed
directly to the individual Consortium members by the Consultant, OMW and any Party or entity
providing Accounting Services pursuant to Section 6 or Technical Services pursuant to Section
7. The Parties agree to promptly pay all invoices within forty—five (45) days of the mailing of an
invoice for the Parties' share of undisputed joint costs. Late payments (more than forty—five (45)
days after mailing) shall bear interest at twelve percent (12%) per annum with a minimum late
payment fee of fifty dollars ($50.00), provided, however, that if a cost is adjusted through the
dispute resolution procedure outlined in Section 11, no late fee shall attach.
3.6 In the event that any portion of the Consortium's costs are reimbursed by
Verizon or Frontier as a part of the resolution of the transfer process, such reimbursement shall
first be applied to any unpaid costs of the Consortium. Any excess monies shall be returned to
the Consortium members, pro—rata, in the same percentages established by Section 3.1. This
Section 3.6 shall be applied and interpreted to ensure that any recovery on behalf of the
Consortium is applied to the costs of the Consortium in the same pro—rata manner as costs are
assessed. No member shall be entitled to receive an amount in excess of its actual contribution
unless all members receive a pro—rata excess distribution. A party which withdraws pursuant to
Section 2.4 shall forfeit its pro—rata share of a reimbursement, if any such reimbursement exists.
3.7 Nothing herein shall be interpreted to contract away or limit the legislative
authority of the governing legislative body of any Party. Each party shall at its sole discretion
approve or reject the transfer of the Verizon franchise to Frontier.
4. Individually Contracting with the Consultant.
4.1 The consulting contract may also provide for each Party to independently
request certain services provided by the Consultant at the Party's own cost.
4.2 Bills from the Consultant related to services performed at the request of an
individual Party pursuant to Section 4 shall be billed by the Consultant directly to the requesting
Party. Parties requesting individual services shall indemnify and hold harmless all other Parties
from any cost, claim or liability associated with such individual service by the Consultant.
5. Additional Provisions Required by RCW 39.34.030. In addition to the
provisions previously stated regarding duration, organization and purpose, the following
provisions are included pursuant to the requirements of RCW 39.34.030.
5.1 No joint personal or real property ownership is contemplated under the
terms of this Agreement. All rights to the franchise template shall be jointly shared by the
Parties, with each having the right to use it at its sole discretion as it deems appropriate. Any
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individualized work done at the direction of a Party, at the Party's own cost, shall be and remain
the property of that Party.
5.2 As referenced in Section 1.3, the Parties intend to participate cooperatively
in the evaluation of the Transfer Documents provided by Verizon and Frontier. The evaluation
shall be through the Consortium consisting of a designated representative from each body, and at
the Parties' discretion, legal counsel as appropriate. Decision —making shall be by consensus,
provided however, that if significant consensus cannot be reached regarding the joint preparation
of a template, voting shall be by weighted vote based upon each Party's pro—rata share of the
costs.
5.3 This Agreement shall be posted on the City of Edmonds's website. Parties
not listed in the original web —site posting may be joined when the signature page indicating their
agreement has been posted on either the City of Edmonds's website or the website of the joining
city, whichever first occurs.
6. Accounting Services. At the Parties' discretion the Consortium may employ an
accountant to assist in an audit of the transfer of the Verizon franchise to Frontier. The Parties
may choose to hire this accountant as a Consortium, or as a separate group of individual
jurisdictions. The accountant may be an outside entity or may be an employee or a department
of a Party.
6.1 If an audit of Frontier's financial statements and other financial documents
associated with the transfer of the Verizon franchise is performed (the "Accounting Services")
by an accountant who is an employee of a Party then that Party may be reimbursed at the rate of
up to $100.00 per hour to compensate it for its direct employee and reasonable administrative
costs. The cost of Accounting Services attributed to the Consortium under this Agreement shall
not exceed a total of $5,000. The rate and the monetary cap include that Party's own
proportionate share for which that Party is responsible under this Agreement.
6.2 Accounting Services provided by an outside accountant shall not exceed a
total of $20,000 (this amount does not include any monies paid to Consultant or OMW).
6.3 The Parties may expand the monetary cap on Consulting Services only
upon a consensus agreement of the Parties. If a consensus cannot be reached then voting shall be
by weighted vote based upon each Party's pro—rata share of the costs.
7. Technical Services. At the Parties' discretion the Consortium may employ a
technical advisor to assist in the audit of the technical capabilities of Frontier and the build -out of
the cable system by Verizon ("Technical Services"). These services shall be in addition to any
Consultant Services provided by the Consultant. The Parties may choose to hire a technical
advisor as a Consortium or as a separate group of individual jurisdictions.
8. Monetary Cap on Consulting Services. The cost of the Consulting Services
under this Agreement shall not exceed a total of $40,000 (this amount does not include any
monies paid to OMW or for Accounting Services or Technical Services provided under Sections
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6 and 7 respectively). This monetary cap on fees associated with Consulting Services includes
all fees and related expenses incurred by the Consultant. This monetary cap on fees associated
with Consulting Services does not include additional services requested by an individual Party as
described in Section 4.
8.1 The Parties may expand the monetary cap on Consulting Services only
upon a consensus agreement of the Parties. If a consensus cannot be reached then voting shall be
by weighted vote based upon each Party's pro—rata share of the costs.
8.2 Following a vote to expand the cap pursuant to Section 8.1, Parties not
desiring to expand the Consulting Services monetary cap may withdraw from this Agreement
pursuant to Section 2.4. The withdrawing Party will only be required to pay its share of the pro—
rata cost incurred up through the time of withdrawal and in no event shall exceed its pro—rata
share of the cap established by Section 6 or previously amended with the approval of the
withdrawing Party, (excluding any individually authorized services provided by Consultant).
9. Monetary Cap on OMW Services. OMW will facilitate, organize, report and
communicate with the Consortium, Consultant, accountant, technical advisors, Verizon and
Frontier, and any other interested party on behalf of the Consortium. Additionally, OMW will
provide the services of an assistant negotiator on behalf of the Consortium and will act as the
administrator and point of contact for the Consortium. Services to the Consortium will be
provided by Elana Zana at a billing rate of $180 per hour. The cost of OMW services attributed
to the Consortium under this Agreement shall not exceed a total of $7,000 (this amount does not
include any monies paid to Consultant or for Accounting Services or Technical Services
provided under Sections 6 and 7 respectively). This monetary cap on fees associated with OMW
services includes all legal and administrative services and costs performed on behalf of the
Consortium.
9.1 The Parties may expand the monetary cap on OMW services only upon a
consensus agreement of the Parties. If a consensus cannot be reached then voting shall be by
weighted vote based upon each Party's pro—rata share of the costs.
9.2 Following a vote to expand the cap pursuant to Section 9, Parties not
desiring to expand the OMW services monetary cap may withdraw from this Agreement
pursuant to Section 2.4. The withdrawing Party will only be required to pay its share of the pro—
rata cost incurred up through the time of withdrawal and in no event shall exceed its pro—rata
share of the cap established by Section 9 or previously amended with the approval of the
withdrawing Party (excluding any individually authorized legal services).
10. Designated Representatives. The County Executive, City Manager or Mayor of
each entity shall designate a representative ("Designated Representative"). Notice to the
Designated Representative shall be undertaken through e-mail contacts, provided, however, that
any decision to terminate the participation of any Party shall be given in writing and shall be
effective when provided to the City of Edmonds, Washington at:
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City of Edmonds
Page 6 of 16
attn: Stephen Clifton
121 5th Ave. No.
Edmonds, WA 98020
425-775-2525
with a copy to: Elana Zana
Ogden Murphy Wallace, P.L.L.C.
1601 Fifth Avenue
Suite 2100
Seattle, WA 98101
206-442-1308
11. Dispute Resolution.
11.1 Any disputes or questions of interpretation of this Agreement that may
arise between Parties shall be governed under the Dispute Resolution provisions in this Section
11. The Parties agree that cooperation and communication are essential to resolving issues
efficiently. The Parties agree to exercise their best efforts to resolve any disputes that may arise
through this dispute resolution process, rather than in the media or through other external means.
11.2 The Parties agree to use their best efforts to prevent and resolve potential
sources of conflict through discussion among the Consortium's members.
11.3 The Parties agree to use their best efforts to resolve disputes arising out of
or related to this Agreement using good faith negotiations. If unsuccessful, the Parties may but
are not obligated to utilize mediation. The costs of mediation shall be shared equally between
the Parties to the dispute and the remaining members of the Consortium. As an illustration, if
two Parties, A & B, dispute a billing procedure and cost, they shall share the costs of mediation
with the remaining members of the Consortium. Party A, 25%, Party B, 25%, and the
Consortium, 50% (divided pro—rata among the other Parties as a cost pursuant to Section 3.1).
11.4 Except as otherwise specified in this Agreement, in the event the dispute is
not resolved in mediation or the Parties do not agree to mediation, the Parties are free to file suit.
At all times prior to resolution of the dispute, the Parties shall continue to perform and make any
required payments under this Agreement in the same manner and under the same terms as
existed prior to the dispute.
12. Confidentiality. The Parties agree to adhere to the Confidentiality Agreement
attached hereto as Exhibit C.
13. No Indemnity. Except as specifically provided in Sections 3.4 and 4.2, no
indemnity is imposed by this Agreement. The Parties agree to bear their respective liability to
the extent and in the percentage determined under the laws of the State of Washington.
14. General Provisions.
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14.1 The Parties shall not unreasonably withhold requests for information,
approvals or consents provided for in this Agreement. The Parties agree to take further actions
and execute further documents, either jointly or within their respective powers and authority, to
implement the intent of this Agreement. The Parties agree to work cooperatively with each other
to achieve the mutually agreeable goals as set forth in this Agreement.
14.2 This Agreement shall be interpreted, construed and enforced in accordance
with the laws of the State of Washington. Venue for any action under this Agreement shall be
King County, Washington.
14.3 This Agreement is made and entered into for the sole protection and
benefit of the Parties hereto. No other person shall have any right of action based upon any
provision of this Agreement.
14.4 This Agreement has been reviewed and revised by legal counsel for all
Parties and no presumption or rule that ambiguity shall be construed against the Party drafting
the document shall apply to the interpretation or enforcement of this Agreement.
14.5 Each Party shall be responsible for its own costs, including legal fees,
incurred in negotiating or finalizing this Agreement, unless otherwise agreed in writing by the
Parties.
14.6 The Parties shall not be deemed in default with provisions of this
Agreement where performance was rendered impossible by war or riots, civil disturbances,
floods or other natural catastrophes beyond their control; the unforeseeable unavailability of
labor or materials; or labor stoppages or slow downs, or power outages exceeding back—up
power supplies. This Agreement shall not be revoked or a Party penalized for such
noncompliance, provided that such Party takes immediate and diligent steps to bring itself back
into compliance and to comply as soon as practicable under the circumstances without unduly
endangering the health, safety, and integrity of the Parties' employees or property, or the health,
safety, and integrity of the public, Public Right -of -Way, public property, or private property.
14.7 This Agreement may be amended only by a written instrument executed
by each of the Parties hereto. No failure to exercise and no delay in exercising, on the part of
any Party hereto, any rights, power or privilege hereunder shall operate as a waiver hereof,
except as expressly provided herein.
14.8 This Agreement constitutes the entire agreement of the Parties with
respect to the subject matters hereof, and supersedes any and all prior negotiations (oral and
written), understandings and agreements with respect hereto.
14.9 Section headings are intended as information only, and shall not be
construed with the substance of the section they caption.
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14.10 In construction of this Agreement, words used in the singular shall include
the plural and the plural the singular, and "or" is used in the inclusive sense, in all cases where
such meanings would be appropriate.
14.11 This Agreement may be executed in several counterparts, each of which
shall be deemed an original, and all counterparts together shall constitute but one and the same
instrument.
14.12 In case any term of this Agreement shall be held invalid, illegal or
unenforceable in whole or in part, neither the validity of the remaining part of such term nor the
validity of the remaining terms of this Agreement shall in any way be affected thereby.
14.13 The provisions of Sections 3.1, 4.2, and 12 shall survive termination of
this Agreement or the withdrawal of any Party.
IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement by
having its authorized representative affix his/her name in the appropriate space below:
SNOHOMISH COUNTY:
Date:
By:
Its
CITY OF BOTHELL:
Date:
By:
Its
CITY OF EDMONDS:
&-14--�� Date: 06 - A 2, - Zoo 9
By: G Haakenson
Its Mayor
CITY OF EVERETT:
By:
Its
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Date:
Page 9 of 16
By:
Its
CITY OF MARYSVILLE:
By:
Its
CITY OF MOUNTLAKE TERRACE:
By:
Its
CITY OF MUKILTEO:
By:
Its
CITY OF REDMOND:
By:
Its
CITY OF SHORELINE:
By:
Its
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Date:
Date:
Date:
Date:
Date:
Date:
Page 10 of 16
CITY OF WOODINVILLE:
By:
Its
TOWN OF WOODWAY:
By:
Its
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Date:
Date:
Page 11 of 16
EXHIBIT A
RIVER OAKS SCOPE OF WORK
This Scope of Work will be performed by River Oaks as follows:
Federal Law Requirement of Acceptance or Rejection of Transfer within 120 days:
A. Before the 30 day Federal deadline, draft a letter to Frontier and Verizon informing
Verizon and Frontier of additional questions which need to be answered and why the
transfer application is incomplete. This letter will discuss questions relating to the financial,
legal and technical qualifications of Frontier.
B. Ensure that both the LFA's and Verizon/Frontier are compliant with 47 C.F.R. 76.502 and
the Cable Acts regarding the Transfer.
C. Review any additional correspondence or response from Frontier and Verizon regarding
Requests for Consent to Transfer of Control of Franchisee or any supplemental information.
Review Verizon Communications, Inc.'s and Frontier Communications Corporation's
Forms FCC 394 and Exhibits. In the context of this complex financial transaction, review
the Distribution Agreement along with the Agreement and Plan of Merger and Request for
Consent to Transfer of Control of Franchisee with respect to identifying legal, financial and
technical -related issues.
D. Request follow-up answers (where needed) from Frontier and Verizon to other pertinent
questions and obtain required information from them and address the impact upon the 120
day review period as prescribed under Federal Law which runs from receipt of a complete
submittal.
E. Assist the LFAs in their review of existing Franchises with Verizon Northwest Inc. and its
Affiliates for past performance/compliance issues.
F. Correspond and negotiate with Verizon's and Frontier's legal counsel regarding Consortium
matters.
Financial and Accounting Matters:
G. Work closely with in-house LFA finance/accounting departments in the financial review
process and facilitate that review. If necessary, work with an outside accounting firm to be
designated by the LFAs. That accounting firm will be an additional cost to the Consortium
outside of the River Oaks fees and expenses.
H. Make inquiries as to whether Frontier will be able to financially meet its Franchise
obligations and continuing responsibilities, including build -out and construction of the FIGS
system. Review pertinent portions of the 10-K and raise questions regarding the debt being
taken on by Frontier and its potential impact upon Frontier's ongoing operations.
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Technical Issues:
Request a representation and warranty from Verizon/Frontier regarding the cable system
build -out. Review such representation and warranty as well as a one page overview cable
system map for each LFA to be provided by Verizon/Frontier to determine if Verizon has
fulfilled its cable system build -out obligations in each LFA Franchise.
Discuss with Frontier where their technical people will be located and what their response
time will be to citizen inquiries and complaints.
K. Inquire as to the cable television customer service capabilities of Frontier and the locations
of its customer service centers.
L. If necessary, negotiate with Verizon and Frontier regarding an increase in security such as
performance and construction bonds related to the build -out of the cable systems.
Other Steps:
M. Work on other Consortium cable franchise transfer matters as requested.
It shall be the LFAs' decision whether to transfer or not transfer the existing cable franchises with
Verizon.
Fee Schedule
In consideration of the services to be performed, the LFAs agree to pay River Oaks on a time and
reimbursable cost basis according to the following schedule:
Tom Duchen, President - $245 per hour plus expenses
Bob Duchen, Vice President - $245 per hour plus expenses
Reimbursable direct costs:
- Federal Express
- Postage
- Long Distance Telephone Charges
- Outside Clerical
- Faxes
- Copies
- Travel at one-half the hourly rate (upon request)
Additional Services
Upon request, River Oaks will work with an individual LFA to address LFA specific issues at the
hourly rate plus expenses as noted above.
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EXHIBIT B
APRIL 2008 POPULATION ESTIMATES &
BREAK DOWN OF THE ESTIMATED PRO RATA SHARE
Population information from the Washington State Office of Financial Management. All
population estimates are from April 2008, except for Snohomish County which is based on the
April 2006, Washington State Office of Financial Management population estimate for the
proposed build -out area by Verizon.
The data provided below is for informational purposes only. The total pro-rata share per Party
will depend on the number of Parties agreeing to join or contract with this Consortium. These
costs are also subject to change depending on the discretion of the Parties to engage an
accountant to perform Accounting Services pursuant to Section 6 or a technical advisor to
perform Technical Services pursuant to Section 7. These costs also do not include any
independent services provided by Consultant or OMW at the request of individual parties.
County/City OFM 4/1/2008 Percentageof OgdenMurphy River Oaks Costs Total
Population Total
Consortium
PoDulation
Snaffio- s 1 o 'n .„< fi,. r o,0. s2p ,.
City of Everett 102,300 19.89% $ 1,292.65 $ 4,585.30 $ 5,877.95
//��� z
-V,of�'Edmo'hds...
?,
City of Ma sville
37,060 7.20%
$ 458.29 $ 2,936.57
$ 3,404.86
ij
City of Mountlake Terrace
20,930 4.07%
$ 264.47 $ 2,528.94
$ 2,793.41
GJ
City of Mukilteo
20,050
3.90%
$ 253.35
$ 2,506.70
$ 2,760.05
R
Gt ,of;NVoodrntlle
1
1,0 50
`fi Q
,,,2.05/0
Jam.' Y t A
,$,
>.f IA ltl
'�' 4
,�$ 240Q 3A' i
Town of Woodway
1,180
0.23%
$ 14.91
$ 2,029.82
$ 2,044.73
Total
514,408
100%
$ 6,500.00
$ 33,000.00
$ 39,500.00
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EXHIBIT C
CONSORTIUM CONFIDENTIALITY AGREEMENT
1. The Parties agree that, while they shall be under no obligation to do so, they may from time to
time choose, in their respective individual discretion, to exchange among themselves during the
pendency of the Consortium any joint materials that are relevant and appropriate to the
Consortium. The term "Consortium Materials" shall also include any materials developed for
negotiation purposes at the expense of the Parties.
2. Each Party agrees that any documents or materials (hereinafter termed "Consortium
Materials") it receives from the other Parties or their Counsel, or created at their joint expense
under the Agreement, shall be treated and maintained as privileged and confidential
communications between Counsel and Parties. It is further understood and agreed that
information that is (a) obtained by any of the Parties from any of the other Parties or (b)
developed on behalf of any or all of the Parties, will remain confidential and shall be protected
from disclosure to any third party except as provided herein.
3. The Parties further agree that they will not disclose these Consortium Materials or the
contents thereof, or information regarding the discussions and preparations for negotiations with
Verizon, to any person or entity other than the Parties, the Consultant, OMW, their Counsel,
consultants, employees or agents, without first obtaining the consent of all Parties who may be
entitled to claim any privilege with respect to such materials.
4. If any person or entity requests or demands, by subpoena, public disclosure request, or
otherwise, all or any portion of the designated Consortium Materials, the Party receiving such
request or demand will immediately notify Counsel for each of the Parties of such request or
demand. Counsel for each of the Parties, as applicable, will take all steps necessary to permit the
assertion of all applicable rights and privileges with respect to said Consortium Materials and
shall cooperate fully in any judicial proceeding relating in any manner to the Consortium
Materials. However, this Agreement is not voided if released via a court order by a court or
administrative agency of competent jurisdiction.
5. Pending the completion of the negotiation process, all Consortium Materials will remain
confidential until the last Consortium member approves or denies a franchise. Upon approval of
a franchise agreement by any member the final agreement shall become a public document to the
full extent required by law.
6. Consortium Materials shall be used only for purposes of this Consortium and any subsequent
related action and shall not be disclosed in any way that is inconsistent with the maintenance of
the attorney -client privilege, work product privilege, or any other privilege of any Party or any
Counsel in connection with the Consortium.
7. This Agreement shall apply to any and all joint conferences or communications, whether
written or oral, conducted by or between the Parties, and to all communications, whether written
or oral, made between the Parties, arising from or in connection with the Consortium.
{ERZ730276.DOC;3/13060.080001 /}
June 17, 2009
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8. This Agreement memorializes prior oral understandings among the Parties and their Counsel
with respect to Consortium Materials and negotiations and communications.
9. Each Party shall be obligated to maintain the confidentiality and privileged nature of the
Consortium Materials to the extent defined herein. This obligation shall survive the withdrawal
of any and all of the Parties from this Agreement or the termination of this Agreement.
10. Each Party agrees that the attorney --client, work product, joint defense, and other privileges
applicable to the Consortium Materials may not be waived by any Party or its Counsel without
the prior written consent of the Party or Parties that produced, generated or otherwise
communicated that privileged information sought to be disclosed.
{ ERZ730276. DOC;3/ 13 060.080001 / }
June 17, 2009
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