3492 Schedule "A" - To enter into an Agreement with Packet-Tel Corp (PacketWorks).packet Packetworks
515 DotzertCourt, Unit?
Waterloo, Ontario
N2L6A7 Canada
http://www.packetworks.net Tel: (519) 579-4507 Fax: (519) 579-8475
CONTRACT BETWEEN THE TOWN OF TILLSONBURG AND PACKET-TEL CORP FOR
BROADBAND PROJECT SERVICES
Date: March 28, 2011
Contact: Tillsonburg, Town of
Tel: 519-668-3009
E-mail: Cephas Panschow [cpanschow@tillsonburg.ca]
Installation Address: Tillsonburg, Van Norman & Forest Hill Business Parks
Please note all prices are in Canadian dollars.
1. Introduction
Packet-tel Corp. (PacketWorks) has partnered with the Town of Tillsonburg in the 'Tillsonburg
Business & Industry Fiber Optic Expansion" application which was submitted for funding to the
Rural Connections Broadband Program in August, 2010.
On February 1, 2011, the Ontario Ministry of Agriculture, Food & Rural Affairs (OMAFRA)
announced that the Towns application for funding was approved and included in-kind
contributions of 3166,500 and cash contribution of $247,000 from PacketWorks.
The purpose of this document is to define the Statement of Work and Deliverables PacketWorks
will be providing to the Town of Tillsonburg for the "Tillsonburg Business & Industry Fiber Optic
Expansion" project in accordance with the OMAFRA approved project and the Rural Connections
Schedule 4 - Cost Summary.
2. Purpose
To design and construct a fibre optic network in accordance with the requirements of the Rural
Connections Broadband Program funding awarded to the Town of Tillsonburg. PacketWorks will
also be responsible for ownership and ongoing operation/maintenance of the "Tillsonburg
Business & Industry Fiber Optic Network including securing customers and providing long term
fibre optic service to them as outlined in the Rural Connections Broadband Program Application
for Funding.
3. Background
On July 20, 2010, Tillsonburg decided to apply for funding under In-Take III of the Rural
Connections Broadband Program for a project titled "Tillsonburg Business & Industry Fiber Optic
Expansion". PacketWorks and INS Consulting worked with the CAO, Kelley Coulter, Director of
Operations, Steve Lund and Development Commissioner, Cephas Panschow in preparing the
application for submission. The application for funding was delivered by INS Consulting to
OMAFRAs offices in Guelph Ontario on August 3, 2010. On February 1, 2011, OMAFRA
announced that funding for the Tillsonburg project was approved.
packet
http://www.packetworks.net
4. Anticipated Impacts
Packetworks
515DotzertCourt, Unit?Waterloo, Ontario
N2L 6A7 Canada
Tel: (519) 579-4507 Fax: (519) 579-8475
The construction of a broadband network will help Tillsonburg's business and industry improve
and expand their operations, thereby boosting the region's economy. Economists with Strategic
Networks Group (www.sngroup.com), has identified that the impacts from investments in
broadband infrastructure and broadband-enabled applications are significant and measurable.
"We have demonstrated that the local economic growth and secondary investment enabled by
broadband is 10 times the initial broadband investment and the contribution to Gross Domestic
Product (GDP) is 15 times the initial investment. Broadband infrastructure is essential for the
effective participation of businesses and organizations in today's economy and investments in
broadband infrastructure strengthen regional economies by improving skills, competitiveness, and
service delivery, thus enhancing the local business environment. Broadband today is as vital as
electrification was in the 1930's."
The funding provided by OMAFRA, Packet-Tel Corp and INS Consulting is intended to improve
overall connectivity to the Town's Industrial Parks. The Town has recently opened a 40 acre
business park and this funding will help ensure that the park has the high speed internet
connection necessary for companies considering a new location including spin offs from the
recent Siemens Canada announcement that they will be opening Ontario's first wind turbine blade
facility in Tillsonburg. The facility is currently undergoing renovations and will employ up to 300
people once fully operational.
5. Statement of Work & Project Investment Summary
The following table is based on Schedule 4 of the Rural Connections Application as reflected in
the Agreement between the Town of Tillsonburg and OMAFRA:
Qty
B01
C10
C11
C12
C14
C15
C16
C17
C19
C22
Products & Service Details
Engineering
Bandwidth
DNS network setup, routing,
configuration
Equipment
Fibre
Generators & UPS
Last Mile Equipment & Rigging
Network Commissioning Costs
Network Test
Network management Software
Total Contract
Item Cost
$245,833
$54,000
$10,000
$90,000
$491,667
$12,000
$125,000
$100,000
$10,000
$5,000
$1,143,500
Actual Costs
to Project
$144,333
54,000
0
0
$346,667
0
$125,000
$50,000
$10,000
0
$730,000
PacketWorks
In-Kind
Costs
$101,500
0
$10,000
0
0
0
0
$50,000
$5,000
$166,500
PacketWorks
Cash
Contribution
0
0
0
$90,000
145,000
$12,000
0
0
0
$247,000
packet Packetworks
515 Dotzert Court, Unit 7
Waterloo, Ontario
N2L 6A7 Canada
http://www.packetworks.net Tel: (519) 579-4507 Fax: (519) 579-8475
6. Contract Terms
(a) The term of this contract shall be from ApriM, 2011 to December 31, 2016. As part of
this agreement, PacketWorks shall pay the Town all connection fees related to signing up
new customers and this shall be for reimbursement of project costs towards the
contribution by Business/Industry as outlined in the agreement between the Town and
the Ontario Government. This shall be for a period of five years or up to the maximum
industry contribution of $285,833. Any connection fees garnered thereafter shall shared
equally on a 50:50 basis and be allocated towards the Town's contribution for the project.
(b) In addition to the above, PacketWorks shall be responsible to pay the Town ten percent
(10%) of the annual gross operating revenue derived from customers connected to the
broadband network up to a maximum of $485,833 revenue (this figure is derived from
summing the anticipated industry contribution and the Town's contribution of $200,000).
PacketWorks will provide on an annual basis all the necessary supporting documentation
to ensure that this obligation is met. The Town then shall have the right to engage its
auditor to audit this calculation with assistance to be provided by PacketWorks. This
payment is in lieu of the Town taking ownership of the Broadband network and shall be
made quarterly.
(c) This agreement shall automatically be extended for an additional five (5) years if the
Town has not received the full amount of revenue described above and the amount of
annual revenue sharing shall be subject to negotiation for the extension period with the
goal of ensuring that the Town receives the full repayment prior to the end of the
extension period.
(d) PacketWorks shall be responsible to pay the Town or Tillsonburg Hydro Inc the standard
fee for the use of any Town assets including hydro poles.
(e) As part of this contract, PacketWorks shall work to establish, at their cost, a Tillsonburg
first tier support Network Operations Centre (NOG) that includes:
• Proactive Fault Monitoring and Notification
o Detect, isolate and correct faults encountered in the network
o Problem investigation
o Client notification
o Escalation procedures
• Configuration Management
o Configuration aspects of network devices including configuration file
management, inventory management and software management
• Performance Management
o Monitor and measure various aspects of performance so that overall
performance can be maintained at an acceptable level
• Security Management
o Provide access to network devices and corporate resources to authorized
individuals
• Accounting Management
o Network resources usage data
packet Packetworks
515 DotzertCourt, Unit?
Waterloo, Ontario
N2L 6A7 Canada
http://www.packetworks.net Tel: (519) 579-4507 Fax: (519) 579-8475
8. Terms of Payment
The Town agrees to pay approved invoices rendered by the Contractor throughout the term of the
contract. Payment will be made within 30 days of receipt of invoice. All invoices must provide
detailed accounting of costs incurred; including, but not limited to, the category that costs have
been incurred against and the number of hours at the applicable rate for each item.
Project Costs will be billed monthly with the total for the project not to exceed the amounts
detailed in Schedule 4 - Cost Summary of the Application for Funding and as per the final
Agreement between the Town and the Ontario Government. Taxes are extra if applicable.
The Town shall pay PacketWorks one hundred percent (100%) of each invoice until total
payments reach ninety percent of the Project Budget with the remaining ten percent (10%) being
reimbursed once the Project is complete and the Ministry of Agriculture, Food & Rural Affairs
approves the final report submitted by the Town of Tillsonburg.
Based on PacketWorks' in-kind and cash contribution towards the project totaling $413,500, each
invoice amount will be reduced by thirty-six percent ($413,500/$1,143,500 or 36%) to reflect their
constributions towards the project.
9. Authorization
This proposal shall be deemed to have come into force when executed by representatives of the
Town of Tillsonburg and Packet-Tel Corp.
10. Termination of the Contract for Cause
In the event of any material default in this agreement by PacketWorks that is within the
reasonable control of the Contractor, the Town shall have the right to provide written notice of
such default and demand that the deficiency of program be rectified within ten (10) working days
or such longer period as may be agreed upon by the Town. If the said default is not rectified or
steps are not taken to rectify the situation according to the agreed upon plan, the Town shall be
entitled to issue a written notice of termination for cause with no less than thirty (30) days notice.
11. Termination for Convenience
This agreement can be terminated by the Town of Tillsonburg only in the event that the Ontario
Government, as represented by the Ministry of Agriculture, Food & Rural Affairs, exercises its
right to terminate for convenience as described in Paragraph 19 of their agreement with the
Town. In such a case, the Town shall provide notice, in writing, thirty (30) days prior to the
termination date. If this clause is invoked, all outstanding monies shall be payable within thirty
(30) days of termination.
Upon termination under either Sections 10 or 11 of this Agreement, the Contractor shall return,
within 60 days from the date of termination, to the Town all copies of any of the Town's data,
records, or material of whatever nature or kind, including all materials incorporating the
proprietary information of the Town. The Contractor shall also furnish to the Town all works in
progress, or portions thereof, including all incomplete work and the Contractor shall submit to the
Town an itemized invoice for any fees or expenses therefore accrued under this Agreement.
packet
http://www. packet works, net
12. End User Terms & Conditions
Packetworks
515 Dotzert Court, Unit 7
Waterloo, Ontario
N2L6A7 Canada
Tel: (519) 579-4507 Fax: (519) 579-8475
Appendix A contains an End User Terms & Conditions, which will be required to be signed by any
users of the broadband network. It is being attached for information purposes only and will be
substantially in this format.
Accepted By:
Town of Tillsonburg
Signature:
Mayor - John Lessif/
Date:
Clerk - Donna Hemryck
———-/—**—-—
Please fax signed copy to above address
packet Packetworks
515 Dotzert Court, Unit?
Waterloo, Ontario
N2L6A7 Canada
http://www.packetworks.net Tel: (519) 579-4507 Fax: (519) 579-8475
July 1, 2010
Appendix A
Terms & Conditions
1. Packet works exercises no control whatsoever over the content of the information passing through
its network. This includes loss of data resulting from delays, non-deliveries, miss-deliveries or
service interruptions. Use of any information obtained via Packet Works' network is at the
Customer's own risk.
2. Customer's use of Packet Works' service may only be for lawful purposes. Transmission of any
material in violation of any applicable law or regulation is prohibited. This includes, but is not
limited to; transmitting data which is threatening, obscene or defamatory; which belongs to a third
party and is protected by copyright, trade secret, patent, or other intellectual property laws; or
violate export: control laws. The Customer agrees to indemnify and hold harmless Packet Works
from any claims resulting from the Customer's use of the service or the use of the service by
anyone authorized by the Customer, which damages Packet Works or any third party.
3. Any access to other networks and systems connected to Packet Works' network must comply with
the rules appropriate for that other network or system. Connectivity is provided for the Customer's
organization only. Resale to or use of the connection by another organization is prohibited.
4. Packet Works reserves the right to terminate service immediately upon notice in the event of
breach of the terms of Section 2 or 3, above.
5. Payment is due on receipt of invoice. Account is in default if payment is not received within 30
days after date of invoice. Accounts unpaid after 30 days after date of invoice may have service
interrupted. Such interruption does not relieve the Customer of the obligation to pay the monthly
charge. Only a written request to terminate service relieves the Customer of the obligation to pay
the monthly account charge. Accounts in default are subject to an interest charge of the lesser of
1.5% per month, or the maximum rate permitted by law, on the outstanding balance. The
Customer agrees to pay Packet Works its reasonable expenses, including attorney and collection
agency fees, incurred in enforcing its rights under these Terms & Conditions.
6. Packet Works will bill set-up charges upon receipt of this Service Agreement. Billing for Packet
Works will normally commence when the connection from the Packet Works hub is completed to
the Customer's site and IP packets can be passed. However, in certain circumstances billing may
occur when a Packet Works hub and functioning network circuit are prepared to route IP packets
to the Customer's site. Service is billed monthly in advance. At the end of the original or renewal
term, the contract term renews for a similar term unless written advice is given by either party to
the other of their intention not to renew before 30 days of the end of the term. Packet Works
reserves the right to change the rates or the service offering with 60 days' written notice to the
Customer at the end of the contract period.
7. All equipment supplied remains the property of Packet Works unless otherwise noted and must be
returned at the end of the contract or termination of services.
8. These Terms & Conditions supersede all previous representations, understandings, or
agreements and shall prevail, notwithstanding any variance with Terms & Conditions of any order
submitted. Use of Packet Works' network constitutes acceptance of these Terms & Conditions.