Item 3: Ordinance to Establish a Regional Fiber Consortium for the Ownership and Operation of a Fiber Optic System

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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 true 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. Section 12. INDEMNITY 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 Ordinance - 10