The Accelplus Building Corp. and Crawfordsville Utility Service Board each met Tuesday evening to advance the sale of Accelplus to Metronet.
The building corp. and board unanimously approved a resolution for asset purchase agreement and several related agreements for the sale.
The asset purchase agreement acknowledges Metronet will purchase Accelplus for $5.2 million. The transaction prevents Crawfordsville from $19.3 million worth of litigation.
Metronet put a floor on the agreement for working capital to protect itself. The floor is $893,000. By the end of the year, Accelplus reached $944,000.
“That number should not change much,” attorney Dan Taylor said. “It is trending in a positive direction, so we believe $893,000 is safe.”
Also under the agreement, Crawfordsville and the Accelplus Building Corp. agreed to not compete with Metronet.
In addition, the city included a walkaway clause to protect itself in case the sale does not go through.
“If they walk out, we would lose out on the money we spent to close,” Crawfordsville Electric Light and Power manager Phil Goode said. “This clause enables us to recuperate if they walk away. It is something that needs to be in there to cover your base.”
Taylor also discussed a couple lease agreements, a transitional agreement, indefeasible right to use agreement and a general services agreement.
Metronet will receive a 10-year, $24,000 per year lease from CEL&P on property currently used by Accelplus. Metronet can purchase that property for $1 after the lease expires. Accelplus manager John Douglas has segregated those areas and provided AutoCAD drawings to Metronet.
Furthermore, CEL&P will lease 72 strands of fiber to Metronet at the rate of $24,000 per year for 10 years as part of an indefeasible right to use agreement.
A 99-year lease agreement will also allow Metronet to have equipment on CEL&P utility poles. Metronet will monitor and maintain CEL&P equipment as part of the agreement.
Douglas and Accelplus employees have followed the transitional services agreement. Over the past three months, they have helped with the transition from Accelplus to Metronet. However, Metronet will pay to extend the transitional services for however long they are needed. Douglas will estimate that cost in the near future.
“We think that is beneficial to us and them,” Taylor said. “There is a lot that our people know that they do not know. So, it will make the transition process flow better.”
Under the general services agreement, CEL&P will pay for back-up internet services from Metronet.
Now that the building corp. and Utility Service Board approved the agreements, the Crawfordsville Board of Public Works and Safety is next in line. The City of Crawfordsville must sign the agreement before Metronet can.
Taylor said Metronet should sign the agreement by the end of the week. The agreement will be an exhibit in Monday’s court date in Minneapolis. Goode and Taylor will attend the court date to make sure the sale goes through.
If all goes according to plan, Goode said the Accelplus sale should be complete by the end of March.
“There seems to be no objections or written complaints at this time,” Goode said. “So, we think it will go through smoothly.”