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Home My WebLink AboutEGD-004-11Clarin~~W( /n Leading the Way ~/ REPORT ENGINEERING SERVICES DEPARTMENT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE Date: Monday January 24, 2011 Resolution #: GP~'037.// Report #: EGD-004-11 File #: By-law Subject: TERMINATION OF MUNICIPAL ACCESS AGREEMENT BETWEEN THE CORPORATION OF THE MUNICIPALITY OF CLARINGTON AND BLINK COMMUNICATIONS INC. Recommendations: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1. THAT Report EGD-004-11 be received; and 2. THAT the Mayor and Clerk be authorized to terminate a Municipal Access Agreement between the Corporation of the Municipality of Clarington and Blink Communications Ina submitted by, ` 1 J Q 'i~b~ Submitted y: A.S. Canhella b~ Director of Engineering Services Reviewed by: Franklin Wu Chief Administrative Officer ASC/jo December 10, 2010 CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T 905-623-3379 F 905-623-9282 REPORT NO.: EGD-004-11 1.0 BACKGROUND PAGE 2 1.1 Blink Communications (Blink) entered into a Municipal Access Agreement (MAA) with the Municipality of Clarington on July 13, 2009. The agreement set out various terms and conditions between this telecommunications company and the Municipality. The format of the agreement matched other MAA's with Rogers Communications Inc. (Rogers) and Bell. 1.2 On January 30, 2010, Blink was purchased by Rogers (Attachment 1). Since there is already an identical MAA between Rogers and the Municipality of Clarington, Rogers is requesting we terminate the redundant Blink MAA (Attachment 2). Any obligations required of Blink would simply be incorporated into the existing MAA with Rogers. 1.3 Engineering staff and the Municipal Solicitor have reviewed this request and are agreeable to the proposal. The extent of Blink's system within the Municipality was limited to several fibre optic high bandwidth lines in Bowmanville. 1.4 Annual MAA fees for Bell, Rogers and Blink are set based on estimated number of Municipal Consents for the upcoming year. (This lump sum fee can be adjusted if the annual volume of work significantly increases or decreases). In the case of Blink, their annual fees were initially set at $7,500 per year on the presumption that they may need numerous Municipal Consents. However, no Municipal Consents were needed and as such, their annual fee likely would have been significantly reduced. Should Blink's former network be expanded by Rogers, the annual fees may be increased to reflect the increased volume of Municipal Consents. Attachments: Attachment 1 -Documentation confirming Rogers' purchase of Blink Attachment 2 -Letter from Rogers requesting termination of Blink agreement REPORT NO.: EGD-004-11 List of Interested Parties: PAGE 3 Rogers Communications Inc. ATTACHMENT N0.:1 REPORT NO.: EGD-004-11 Execution Version Oakville Hydro Corporation As Vendor - and - Rogers Cable Commmlicatlons Inc. As Purchaser BETAKE PURCHASE AGREEMENT BLINK COMMUNICATIONS INC. DATED JANUARY 7, 2010 1232G8G8.19 SHARE PURCHASE AGREEMENT This Agreement dated January 7, 2010 is made BETWEBN: Oakville Hydro Corporation (the "Vendor") -and - Rogers Cable Communications Ina (the "Purchaser") RECITALS Blink Communications Ina (the "Corporation") is a corporation incorporated under the laws of f}ntaio. The Vendor is, as at the date hereof, the registered and beneficial owner of all of the issued and outstanding shares in the capital of the Corporation (the "Shares"). The Purchaser is willing to purchase and the Vendor is willing to sell the;Shazes on and subject to the teens and conditions contained in this Agreement. Far good and valuable consideration, the receipt and adequacy of which are hereby acknowledged byeach Party, theParties agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions. In this Agreement: "Ae#uai End Date" has the meaning set out in Section 6.2(e). "Atljustment Date" means the third Business Day after the Closing Date Normalized Working Capital is finally determined in accordance with Section 2.6 or 2.7, as tho case may be. "Affiliate" means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Ferson shall be deemed to "control" another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the. term "controlled" shalt have a similar meaning. i zasta~s. Ev -3- .qT. 19.16 Coontarparts. This Agreement may be executed is coumerperts, each of which shall be deemed To 6e an original and bath of which taken. wgether shall be deemed to consfitum one and the ~tne instnanent. To evidence its exautioa of an original cttantetpatt of ttvs Agreemart, a Paty may sand a copy of its original sigaanae on the execution Aga hereof to flte other Party by facsimile or email ttansmissiba and such transnvssion shall coastltute delivery of an executed copy of this AgreemoM to the receiving Parry. IN WITNESS WHEREOF the Parties have executed this Agcreem«rt as of the. date firstsbo+re writrea. OAKVILLE HYDRO CORPORATION Name: Lesley rtle: Chiefl Title: Ihierim ChiefExecurive Officer &06ER5 CABLE COMMUNICATIONS INC. Name: T%t1e: ey: Noma:. Title; 12i~6B6fllJ _47_ 10.16 Coup#erparts. This Agreement maybe executed in counterparts, each of which shall be deemed to bean original and both of which taken together shall bt: deemed to constitute cne and dxe same instnunent. To evidence its execution of an original counterpart of this Agreement, a Partymay' send a copy of its original signature on the execution page hereof to the other Party by facsimile or email transmission and such transmission shall constitute delivery of an executed copy ofthis Agreerttent to the receiving Party. IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written. 0.4KVILLE HYDRO CORPORATION Name: Lesley Galiinger Title: Chief Financial Officer By: Name: Ray Green Title: Interim Chief Executive Officer ROGERS CABLE COMIMIUNICATIONS 1NC. sy: Name: LD~JAYCa ~OCrt~t~ Title: Name: Ben Colabresa Title: y~ president, Corporate Developmen! i?32586S,i7 Q ROGERS~ VIA E-MAIL November 9, 2010 Mr. Norman Clark Manager of Construction The Municipality of Clarington 40 Temperance Street Bowmanville, Ontario L1C 3A6 Dear Mr. Clark: ATTACHMENT N0.:2 REPORT NO.: EGD-004-11 Michael E. Piaskoski Director, Municipal & Industry Relations Rogers Communications 333 Bloor Street East; 9th Floor Toronto, ON M4W 1G9 Direct: 416.935.4808 Fax: 416.935.4655 michael oiaskoskiC~rci rogers com RE: Rogers' Acquisition of Blink Communications Inc. As you may be aware, on January 30, 2010, Rogers Communications Inc. ("Rogers") completed its acquisition of Blink Communications Inc. ("Blink") from Oakville Hydro. Our records show that Blink had installed and maintained facilities within the Municipality (the "Blink Facilities") and entered into a Municipal Access Agreement dated July 13, 20.09 (the "Blink MAA") which is set to expire July 12, 2014. We note, however, that Rogers and the Municipality entered into a Municipal Access Agreement dated December 1, 2007 (the "Rogers MAA") with substantially the same terms and conditions as the Blink MAA. Therefore, as a matter of convenience and in order to avoid unnecessary duplication, we would kindly ask you, by executing this letter below, to consent to the termination of the Blink MAA and confirm that all of the Blink Facilities under the Blink MAA are, effective January 30, 2010, subject to and governed by the Rogers MAA,. If you have any questions regarding the above, please do not hesitate to contact me at 416.935.4808 or michael.piaskoskiCcr~.rci rogers com. 1 /2 . Q ROGERS~ Thank you for your assistance. ~1~ Michael E. Piaskoski Director, Municipal and Industry Relations Rogers Communications Inc. ...~< By signing this letter, the undersigned hereby: (a) agrees to terminate the Blink MAA effective January 30, 2010; and (b) agrees that, effective January 30, 2010, all of the Blink Facilities that were governed by the Blink MAA shall form and become part of the facilities owned and operated by Rogers and are subject to and governed by the Rogers MAA. The Municipality of Clarington Per: Name: Title: c. Bernard Min, Rogers Giulio DeGasperis, Rogers SYD Candis Elliott, Rogers Support Services 2/2