May 26, 1998

 To:Corporate Services Committee

 From:Commissioner of Corporate Services

 Subject:Proposed Installation of a Pole, Antenna and Monitoring Equipment at the East Side of the Don Valley Parkway and Spanbridge Road

(Ward 11- Don Parkway)

  Purpose:

 To enter into a license agreement with Rogers Cantel Inc., for a wireless installation as per the attached location and site maps.

 Funding Sources, Financial Implications and Impact Statement:

 This license will generate revenue of approximately $16,364.00 net, for the initial three year term including a one time fee of $4,000.00 for landscaping.

 Recommendations:

 It is recommended that:

 (1)the City of Toronto enter into a three year License Agreement with Rogers Cantel Inc. on the terms and conditions outlined in this report and in a form acceptable to the City Solicitor; and

 (2)the appropriate City officials be authorized and directed to take the necessary action to give effect thereto.

 Council Reference/Background/History:

 Cantel is updating their existing wireless network and in this regard, has identified a portion of a City of Toronto Road Allowance at the east side of the Don Valley Parkway and Spanbridge Road as a potential site.

Comments and/or Discussion and/or Justification:

 Negotiations were held with Mr. Scott Metcalfe of Rogers Cantel Inc. and an agreement was reached on the following terms and conditions:

 (1)License Location:

 Within the City of Toronto Road Allowance at the east side of the Don Valley Parkway at Spanbridge, requiring an area of approximately 25 square metres, as shown on Cantel drawing 7CN10156-A01.

 (2)License Term:

 Three (3) years from the Commencement Date.

 (3)Commencement Date:

 First day of the month following the approval of the license by the City of Toronto Council and the execution of a formal license agreement.

 (4)Option to Extend:

 Provided Cantel is not in default, Cantel shall have two options to extend for a 3-year term each, subject to the same terms and conditions, save and except the rent which shall be negotiated by both parties, six (6) months prior to the expiry date.

 The Commissioner of Works and Emergency Services, Transportation Division, (hereinafter called the Commissioner) shall, after the initial three year term with six months written notice to Cantel, have the sole discretion to terminate this license and Cantel shall remove its equipment and restore the property to the satisfaction of the Commissioner.

 (5)License Fee:

 (a)An annual fee of $4,000.00, net, plus an annual escalation of 3 per cent. for the right to install up to two antennas and one (1) microwave dish no larger than two feet in diameter and/or ancillary monitoring equipment for wireless communications at the approved location as shown illustrated on Cantel site layout drawing 7CN10156-A02. The Licensee, at its sole expense, shall be responsible for all applicable taxes, and any costs related thereto. The payment of the annual fee shall commence on the Commencement Date of the license agreement.

 (b)A one time payment equivalent to one year=s rent of $4,000.00 to allow for surrounding landscaping mitigation.

 (6)Use:

 The installation of the poles, antennas and/or related monitoring equipment are to be used to enhance wireless communication coverage of Cantel=s wireless telecommunication services along the traffic corridor, save and except any video and/or television transmission, including pay T.V..

 (7)Non-exclusive right:

 Any right granted to the licensee to install such antennas and related equipment will be non-exclusive, and shall not preclude the City of Toronto from granting similar rights to other parties. Should, at any time, the signals of a subsequent wireless licensed party interfere with those of Cantel, the subsequent licensed party shall suspend its transmission and both parties shall use its best effort, acting reasonably, to resolve the problem in a timely fashion. In the event the problem cannot be corrected within three (3) months, the license of the subsequent licensed party will then be terminated for the respective location(s).

 (8)Other Costs:

 The Licensee shall be responsible, at its sole expense, for all initial installation/construction costs plus all costs of repair, maintenance, utilities and any operating costs, together with any costs incurred directly or indirectly related to the licensee=s equipment and/or operation, as invoiced by the City of Toronto, acting reasonably. The Licensee will arrange for its own Hydro supply that is separate from any Hydro supplied to any City of Toronto Transportation Division facility.

 (9)Insurance:

 The Licensee, at its sole expense, shall obtain adequate insurance of all types in an amount and form satisfactory to the City Solicitor and/or Financial Officer and Treasurer, with the City of Toronto shown as additional insured and with Cross Liability and Waiver of Subrogation clauses.

 (10)Indemnities:

 (i)The Licensee shall, at all times, indemnify and save harmless the City of Toronto from and against any and all manner of claims, demand, losses, costs, charges, actions and other proceedings whatsoever (including those under or in connection with the Worker's Compensation Act or any successor legislation) made or brought against, suffered by or imposed on the Licensor or its property in respect of any damage or injury (including fatal injury) to any person or property (including without restriction, employees, agents and property of the Licensor or of the Licensee) directly or indirectly arising out of, resulting from or sustained as a result of the Licensee=s occupation or use of, or any operation in connection with, the licensed area or any wiring, devices, equipment, fixture or chattels thereon; and

 (ii)The Licensee shall at all times indemnify and save harmless the Licensor from and against any and all claims, demands, losses, costs, charges, actions and other proceedings whatsoever under the Construction Lien Act, 1983, as amended from time to time, or any successor legislation in connection with any work done for the Licensee at or on the licensed area, and shall promptly see to the removal from the registered title to the licensed area, of every claim for lien and certificate of action having to do with such work.

 (11)Licensee's Improvement:

 (a)The Licensee shall, at its sole expense, be responsible to install all necessary equipment for its operation, including but not limited to all costs incurred by the City of Toronto. Prior to the commencement of work, the Licensee shall, at its sole expense, submit detailed plans and specifications of all installation and/or construction and the exact location within the site area for the written approval of the Commissioner. The Licensee shall not commence any work and/or operation without first obtaining all necessary permits/approvals from all appropriate authorities, and shall save the City of Toronto harmless from all appropriate authorities, and shall save the City of Toronto harmless from any liability or cost as a result of the Licensee=s failure to so comply. Upon the expiry of the license or any renewal thereof, the licensee shall, at its expense, remove all its equipment, repair all damages, and restore the licensed area, all to the reasonable satisfaction of the Commissioner, except normal wear and tear. In any event, the Licensee, shall not commence any work prior to the execution of the license. In the event that the installation of the Licensee=s equipment requires any land beyond City of Toronto road allowance, the Licensee shall, at its sole expense, be responsible to make such arrangement(s);

 (b)all Cantel antennas, antenna supports, exposed conduits, exposed lines, microwave and monopole are to be painted flat black; and

 (c)the construction of the underground conduits to the monopole and hydro connection must be staked and supervised by a City of Toronto arborist if within three metres of an existing tree.

 (12)Maintenance:

 (i)The Licensee shall, at its expense, repair, replace and maintain its own equipment, including any costs incurred by the City of Toronto;

 (ii)The Licensee shall, at its expense, be responsible for any repair and/or replacement of any damage to City of Toronto=s equipment associated with the installation and/or its operation;

(iii)The Licensee shall obtain the necessary permit approval from the Commissioner prior to any work commencing and be responsible for any cost incurred by the City of Toronto;

 (iv)In the event that Cantel=s equipment and/or its operation interfere with any existing and/or future City of Toronto equipment, the Commissioner may elect to have Cantel suspend its transmission until Cantel, at its sole expense, rectifies the situation to the sole and unfettered satisfaction of the Commissioner, failing which, the Commissioner may, at its sole discretion, require Cantel to remove the offending piece of equipment or all of the equipment, if necessary until such time that the problem may be rectified to the sole satisfaction of the Commissioner. Should Cantel not be able to rectify the problem, they will have the sole right to terminate the terms and conditions of the License Agreement as it relates to the specific Licensed Property upon thirty (30) days written notice to the Commissioner, and any prepaid fees shall be refunded pro rata to the date of termination;

 (v)In the event that the Licensee=s equipment becomes a suspected source of interference to any existing and/or future City of Toronto equipment and operation, the Licensee shall provide its full co-operation with City of Toronto in determining the source. If the source of interference is caused by the Licensee's equipment, the Licensor may take all action in accordance to subclause (iv) herein;

 (vi)All City of Toronto Transportation Division=s maintenance/access will take precedence over the Licensee=s repair; and

 (vii)In the event that any or all of the licensed location(s) is required for road maintenance and/or construction, the Commissioner, upon giving six months= written notice, at its sole discretion, may relocate, if possible, the respective location(s), and Cantel shall be responsible, at its sole expense, for all costs of relocation(s); failing to find any suitable relocation(s) within six months of the notice, at the sole discretion of the Commissioner, such licensed location(s) shall be deemed terminated immediately and Cantel shall, at its expense, remove all its equipment thereof expeditiously.

 (13)During the term of the license, renewal or option to extend thereof, the Licensee, at its sole expense, shall be responsible for compliance with all current Municipal, Provincial and Federal laws, by-laws, rules, building code(s) and regulations and shall obtain all necessary permits and licenses that may be required for the use of the licensed property and its operation and shall save the Licensor harmless from any liability or cost suffered by the Licensee or the Licensor as a result of the Licensee=s failure to so comply. At the request of the Licensor, the Licensee shall be required to submit proof of such compliances. More specifically, the Licensee shall not commence work or operation without receipt of permits, licenses or approvals from proper authorities.

  (14)The Licensee shall not be permitted to install, erect any fence(s), sign(s) structure(s) and/or fixture(s) on the licensed property without prior written approval of the Commissioner and/or Commissioner of Corporate Services.

 (15)The Licensee shall not make any changes in surfacing, grading, landscaping to the licensed area or remove tree(s) without the prior written approval of the Commissioner and/or Commissioner of Corporate Services.

 (16)The Licensee shall not be permitted to store or use any hazardous materials, or conduct any act which may cause soil contamination.

 (17)The Licensee shall protect all public works= services and/or utilities easement(s) that may encumber the property, and shall be liable for any damage to such by its action(s) or omission(s).

 (18)The Licensee shall, at its expense, keep the licensed area in a clean and well-ordered condition, and not to permit any rubbish, refuse, debris or other objectionable material to be stored, or to accumulate, thereon.

 (19)The Licensee shall ensure that nothing is done or kept at or on the Licensed area which is or may be a nuisance, or which causes disturbance, damage to or interference with normal usage of any adjoining property.

 (20)The Licensee, shall not install any equipment or carry on any operation at the licensed area in such way as to increase the insurance risk.

 The construction of this Microcell shall not begin until all parties have executed the lease agreement.

 (21)The Licensee shall not sublet or assign without the written consent from the Licensor; such consent may be arbitrary withheld. Notwithstanding the foregoing, Cantel may, upon given notice to City of Toronto, assign sublet or license to a parent, subsidiary or affiliated Corporation provided the purpose and use remain the same.

 (22)In the event the License is not executed by the Licensee within 6 months from the date of City of Toronto Council=s approval, this agreement, at the Licensor=s sole option, may become null and void.

 (23)The City of Toronto will not pay any real estate commissions associated with this transaction. Both parties warrant that there are no commissions due and payable under this agreement.

 (24)All documentation shall be in Licensor=s standard form and notwithstanding any terms and condition contained or not contained in this proposal, shall be in a form and content including administrative costs, mutually satisfactory to the City Solicitor.

Conclusions:

 In my opinion, these terms and conditions are fair and reasonable and I have been advised that they are acceptable to the City of Toronto=s Transportation Division.

Contact Name:

 Mr. Tony Pittiglio, Manager of Property Services; Telephone No.: (416)392-8155; Fax No.: (416)392-4828;

E-mail address: anthony_pittiglio@metrodesk.metrotor.on.ca.

 Margaret Rodrigues

Commissioner of Corporate Services