NOTES ON THE WIREDWEST OPERATING AGREEMENT & LINK TO THE OPERATING AGREEMENT

You are invited to download and review the most recent draft of the WiredWest Operating Agreement, dated February 10, 2016.  It is important to note that this agreement has been developed in conjunction with all our stakeholders, starting with WiredWest Delegates and Alternate Delegates, and includes input from Select Boards, town counsels, broadband committees and others from our member towns.

From its inception, the Operating Agreement has been a collaborative document that reflects extensive feedback. We have established an iterative process that will continue until all outstanding issues have been reviewed and resolved. As of this date, March 8, 2016, the Operating Agreement has gone through four major revisions dated: October 21 and November 29, 2015; and January 8 and February 10, 2016.

You can also link to the Operating Agreement here.

OPERATING AGREEMENT TIMELINE

For those interested in viewing the details of the review and revision process this document has undergone, the timeline below provides a roadmap.

September-October, 2015. First draft Operating Agreement created. 

  • The original draft of the Operating Agreement was created by Walter A. Foskett, of Burke & Foskett, LLC, Hingham, Massachusetts, with significant input provided by the WiredWest Executive Committee.
  • The Operating Agreement sets out the rights and responsibilities of the WiredWest Cooperative and Member Towns.
  • The agreement describes how WiredWest will be governed after its conversion to a Limited Liability Company, known as “WiredWest Municipal Light Plant Cooperative LLC.”
  • The essential feature of the LLC is that it provides specific ownership shares in WiredWest by the MLPs which become Members of the LLC by signing the Agreement.

October 17, 2015. WiredWest Board of Directors Meeting

  • Board reviews First Draft Operating Agreement, dated October 13, 2015.
  • After lengthly review and discussion, the Board  votes to approve the draft agreement, and calls for further review and revisions.
  • Board votes to make Operating Agreement public, specifies forwarding the draft agreement to member town Select Boards, and sets date to conduct Workshops for stakeholders to facilitate the review process.

November 6, 2015.  Operating Agreement Workshops

  • WiredWest invites member town select boards, finance committees, and other interested parties to attend one of two workshops to review, discuss  and offer input on changes to the October 21 draft agreement.
  • Northampton Meeting. Noon to 2pm. Workshop for Select Boards, Finance Committees, Technology Committees and other interested parties. In attendance Walter Foskett, WiredWest Outside Counsel and WiredWest Executive committee,
  • Beckett Town Hall Meeting. 4pm to 6pm. Workshop for Select Boards, Finance Committees, Technology Committees and other interested parties. In attendance Walter Foskett, WiredWest Outside Counsel and WiredWest Executive committee.
  • Notes taken at Workshops reflecting input from attendees to be reviewed by Walter Foskett and the Executive Committee, with selected input incorporated into a revised draft.

November 13 and November 18, 2015.  Executive Committee Meetings

  • Review of input from November 6 Workshops and revised Operating Agreement.

November, 2016.  Kopelman & Paige, Town Counsel to 19 Member Towns Volunteers to review Operating Agreement.

  • Kopelman & Paige, PC, a leading public sector law firm in Boston, and Town Counsel to 19 WiredWest towns, volunteers to review and comment on October 21 draft operating agreement on behalf of the towns it represents.
  • Kopelman & Paige “redlined” agreement  to be available for review at the November 21 WiredWest Board of Directors meeting

November 21, 2015. WiredWest Board of Directors Meeting

  • Board Meeting is largely taken up with a review of two separate revisions to the Operating Agreement: the first is the result of input from the November 6 Workshops and further work by the Executive Committee; and a second version from the work done by Kopelman & Paige. (There was not enough time for Foskett and Kopelman & Paige to confer and merge the two versions of the agreement. This will take place in the future.)
  • Board votes to make the most recent revised draft public and transmit the agreement  to member town select boards.
  • Feedback on new version of agreement from select boards and town council is requested by December 11.
  • Next steps: review Walter Foskett and Kopelman & Paige drafts, resolve difference, and meld into a new draft.
  • The next draft of the Operating Agreement will be forthcoming in December.

December 2015.  New draft of OperatingAgreement created.

  • WiredWest Outside Council Walter Foskett, Kopelman & Paige, and WiredWest Executive Committee review outstanding issues between the two drafts, resolve differences and create a new version.

December 19. 2015.  WiredWest Board of Directors Meeting. Review of the latest draft, with final input from Walter Foskett and Kopelman & Paige.

  • WiredWest Board votes to accept the new draft of the Operating Agreement.
  • The Operating Agreement is amended to establish a formal and transparent comment process and review period that will take place after the final draft Agreement is voted on.
  • Town leadership will have a 30 day opportunity for final review and input on the Operating Agreement after the final draft agreement has been voted by the Board.

February 10, 2016.  Latest draft of Operating Agreement made Public

January—March, 2016. WiredWest-MBI Negotiations

  • WiredWest and MBI began meet in January to review the differences articulated by Eric Nakajima in his December 1 public letter.
  • In February, Governor Baker asked for a pause on all work related to Last Mile Fiber and state funding.
  • A joint WiredWest-MBI meeting—the first scheduled since January—has been set for March 11.