News Release

 

Memorandum of Understanding

Vancouver Interactive

City of Vancouver

Vancouver School Board

Rogers Communications Inc.

(collectively the "Parties")

BACKGROUND

On March 27, 1997, following an evaluation of responses to a detailed request for proposals, Vancouver City Council resolved that the City of Vancouver ("the City") begin negotiations with Rogers Communications Inc. ("Rogers") towards forming a public/private partnership to provide enhanced communications services to the City.

On June 16, 1997 the Board of School Trustees, School District No. 39 (Vancouver) also resolved that the Vancouver School Board ("VSB") begin negotiations with Rogers towards forming a public/private partnership to provide communications services to all the public schools within the VSB.

As the City, VSB and Rogers have spent significant time and resources evaluating a partnership, the Parties now wish to record their mutual understanding concerning this partnership (the "Partnership"). The Partnership, and the activities leading up to it, including this MOU and associated projects, shall be known as Vancouver Interactive.

NATURE OF THIS MEMORANDUM OF UNDERSTANDING (MOU)

This document confirms the Parties’ understandings, as of this date, of the principal objectives of the relationship between the City, VSB and Rogers regarding the provision of services under Vancouver Interactive . The City, VSB and Rogers commit to make good faith efforts to finalize a long term, comprehensive Partnership Agreement ("the Partnership Agreement") that can be executed within 11 months after signing of this MOU.

The Parties acknowledge the sale of Rogers Telecom Inc., a subsidiary of Rogers, to MetroNet. It is the intention of the Parties that efforts will be made to include MetroNet in the Partnership as a supplier of telecommunications services to the Parties.

This document identifies the projects (the "Projects"), attached as Schedule A to this MOU, which will be undertaken by the Parties to provide working experiences upon which a long term Partnership can be based.

OBJECTIVES

The objective of this MOU is the development and execution of a Partnership Agreement which in turn will facilitate the deployment of advanced communication services in support of City and VSB operations, and enhanced communications between the City, VSB and their constituents in a manner that makes economic sense to the Parties.

Vancouver Interactive will also enable Rogers to utilize their networks and services to develop potential applications for the public and education sectors which may be applied outside the Partnership for economic benefit.

ORGANIZATION

There will be two committees involved in the governance of this MOU and associated activities leading to the signing of the Partnership Agreement

Executive Committee: Provide overall direction which includes approval of overall budget allocation, Project organization, evaluation criteria, and public relations strategies. The Executive Committee will consist of the City Manager, VSB School Superintendent and the President, Western Region, Rogers Cantel.

Operating Committee: Coordinated by the City’s Chief Information Officer, it includes representatives from the City, VSB and Rogers. It will meet at least monthly to review progress and make decisions regarding the progress of the Projects and milestones and deliverables as described below. The Operating Committee will also be responsible for the creation of, and setting overall direction for, Project Teams (defined below). The Operating Committee will report regularly to the Executive Committee.

Project Teams: Project teams will be formed for each Project. Members will have an understanding of the objectives of the Project to which they have been assigned. Project teams will be formed from appropriate members from the City, VSB and Rogers. These teams will meet on a regular basis to ensure the completion of the Projects.

DISAGREEMENTS

Disagreements arising from the MOU or Projects shall be referred to the Operating Committee. If the disagreement cannot be resolved to the satisfaction of all members of the Operating Committee, it will be forwarded to the Executive Committee for resolution.

MILESTONES & DELIVERABLES

All Parties agree that after signing this MOU the Parties will have made their best efforts to complete the following:

• After 9 months, all Projects will be completed and the evaluation period will have begun. The Projects, and the criteria used to evaluate them, are outlined in each Project term sheet (the "Project Term Sheet"). The completed Project Term Sheet are attached as Schedule "B" to this MOU.
• After 11 months, the Partnership Agreement shall be prepared in final form by the Parties. The Partnership Agreement will include but is not limited to:
• Long term goals and obligations of the Parties.
• A vision and plan for service delivery. This plan will include the services that Rogers initially intends to provide, an outline of the overall price schedule for those services, and the time frame the price schedule will remain in effect. Separately, Rogers will include a clause in the Partnership Agreement which will endeavor to guarantee the City "most favored" customer rates for identical services for the term of the Partnership Agreement.
• The Parties agree that where appropriate, compensation for services may be provided through in kind exchanges of products, facilities or services.
• A high level network design to support the service delivery plan. This design should include a plan to incorporate City facilities under a managed service or similar arrangement.
• An organizational structure that identifies how the relationship between the Parties will be structured and maintained.

The Parties acknowledge that factors may affect the deadlines set out in this MOU and attached Schedules. Notwithstanding, the Parties will endeavor to minimize the effect of these factors on Vancouver Interactive.

EVALUATION

All Parties recognize the need to evaluate the deliverables listed above as well as the overall working relationship between the Partners. The evaluation period for all deliverables shall begin as soon as the Projects are completed. The evaluation period shall end within 60 days of the completion of the last Project. At the end of the evaluation period each member of the Executive Committee shall provide written notification to each Partner indicating their organization’s intent to either proceed or not proceed with the Partnership.

COSTS, CHARGES AND CONTRIBUTIONS

The City and VSB will pay costs for the equipment and services required to implement the Projects subject to necessary approvals. These costs have been mutually agreed and are outlined in each Project Term Sheet.

During the MOU phase, Rogers will charge the City and VSB its normal market rates for services normally charged to Rogers customers, minus a percentage. This percentage will vary by Project, as described in the respective Project Term Sheet. Normal market rates refer to rates Rogers charges to its customers for equivalent services and include services normally charged to Rogers customers. All Parties recognize that this is only a temporary situation, until the Projects have been evaluated. If a Project is rolled out on a wide scale, charges will be reevaluated and agreed upon at that time.

Wherever possible Rogers will use its purchasing power and relationships in the communications industry to allow the City or VSB to purchase equipment in the most cost effective manner.

The City and VSB also agree to make available to Rogers any non-financial resources to facilitate the timely completion and implementation of the Projects.

The Parties agree to offer to each other preferred customer status. On the City’s part, this includes, but is not limited to, access to rights of way, cell sites and locations, and discounts on charges the City may impose from time to time, where appropriate. Rogers would offer "most favored" customer prices for identical services to the City and VSB, where appropriate. As services expand between Rogers and the City, Rogers will ensure that where Rogers requires to pay for locating equipment and facilities, first consideration will be given to City of Vancouver sites, where appropriate.

LIABILITY

All Parties agree to the scope and estimated cost distribution outlined in this MOU. Any change in scope or increase in costs for Projects must be reviewed by the Operating Committee at the next scheduled committee meeting. Approvals to changes in Projects’ scope and cost must occur before the expenditure associated with that Project takes place.

All Parties agree that the purposes of the Projects are to test the viability of a new technology or new application, and the relationship between the Parties.

INTELLECTUAL PROPERTY

The Parties acknowledge that intellectual property of value may be created by the efforts of the Parties in implementing the Projects. The Parties agree that as intellectual property ownership issues arise the ownership of the intellectual property will be negotiated to the mutual satisfaction of the Parties. The governing principle to negotiate proportionate ownership among the Parties will be the extent to which each party has made significant direct and indirect contributions to the development of the intellectual property. The Parties will refer material intellectual property ownership disputes to the Executive Committee for resolution. In the event that the dispute cannot be resolved by the Executive Committee, the matter will be referred to an Arbitrator selected by the Executive Committee. Intellectual Property ownership issues will be addressed fully in the Partnership Agreement.

TERMINATION

This MOU can be terminated by any partner with 90 days prior written notice. If this MOU is terminated, all partners are still under obligation to pay for the previously agreed upon cost of the Projects as outlined in each Project Term Sheet implemented up until the time of termination. All Parties agree that before written notice of termination is provided, the reason(s) of termination will be discussed by the Executive Committee and the Operating Committee in a joint meeting and Parties will make reasonable efforts to resolve any issues. Notice of termination of this MOU must be served in writing to the members of the Executive Committee.

CONFIDENTIALITY

The City and VSB recognize that Rogers has current and potential competitors in the marketplace, and the City and the VSB creates, acquires, collects and handles information that may be of a personal or business confidential nature. Consequently, all Parties agree to maintain the confidentiality of any so designated knowledge acquired through Vancouver Interactive, except where disclosure may be required by law.

In the event that this MOU is terminated, all Parties agree to return to the original owners any proprietary, confidential or sensitive material. Technical information prepared by Rogers shall be the property of Rogers and the City and VSB will make best efforts to ensure that all copies of such information and reports shall be returned to Rogers.

GENERAL PROVISIONS

In the spirit of the Partnership the City agrees, wherever possible, Rogers will have first right to supply, on a cost competitive basis, any communications services required by the City while this MOU is in effect.

No legal partnership or other legal relationship is created unless a Partnership Agreement is signed. No legal rights or remedies are intended to be created by this document except with respect to:

• Intellectual Property and arbitration described
• cost sharing arrangements for each Project
• reciprocity on confidentiality

This MOU shall come into force and effect on the date of signature and shall expire the earlier of June 3, 1999, or the date that the Partnership Agreement is signed by the City, VSB and Rogers, unless extended by mutual agreement of the Parties.

IN WITNESS WHEREOF, the Parties have signed this Memorandum of Understanding as set out below.

On behalf of the On behalf of the On behalf of

City of Vancouver Vancouver School Board Rogers Communications Inc.

 

 

 

_____________________ ________________________ ______________________

Ken Dobell                                     Don Goodridge                     Bill Gibson

City Manager                         School Superintendent        President, Western Region

                                                                                                Rogers Cantel Inc.

 

dated:________________ dated:___________________ dated:_________________

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Last modified: July 3, 1998
(c) 1998 City of Vancouver