ALGOMA DISTRICT COMMUNITY NETWORK (ADnet)

BOARD OF DIRECTORS MEETING

March 18, 2003

Walkom Room, Algoma District School Board

644 Albert St. East, Sault Ste. Marie

12:15 pm to 1:35 pm

Name	ADnet Member Affiliation	Present/Regrets
Charlie Whitfield, ADnet President	SSM EDC	Present
Greg Punch, ADnet Secretary-Treasurer	GHC	Present
Dan Friyia	SE CFDC	Regrets
Allan Frederick, ADnet Director	SSM PUC	Present
Lynn MacKenzie, ADnet Director	Algoma Family Serv.	Regrets
Julian Piwowarski, ADnet Director	SAH	Present
Jerry Dolcetti, ADnet Director	City SSM	Present
Art Callegari, ADnet Director	HSCDSB	Regrets
Tom Marinelli, ADnet Director	OLGC	Present
Norma Diamond, ADnet Director	M,NSTC	Regrets
Peggy Storey-Inkster	Sault College	Present
Observer(s)/Delegates
Pav Pottekkat	ADSB	Present
Staff
Wilf Lefresne, Executive Director	Staff	Present
Darlene Walsh, Administrative Assistant	Staff	Present
Emile Malvaso, Market Development Officer	Staff	Present

Charlie Whitfield opened the meeting at 12:15 pm

APPROVAL OF AGENDA: Approved.

PRESIDENT’S OPENING REMARKS: Charlie Whitfield

Charlie stated that he was hopeful that ADnet was having effective meetings. He complimented the Directors on their commitment to ADnet, as we are only as successful as the members make us.

Charlie noted that a founding Director, Ron Batenuck, has retired from the City and we extend our best wishes.

APPROVAL OF MINUTES:

Allan Frederick noted a typing error in the minutes, page 2 under Financial Report – December 31, 2002 not 2003.

MOTION: 2003 – 05 Moved by: Allan Frederick Seconded by: Jerry Dolcetti

BE IT RESOLVED THAT the Board of Directors accepts the Minutes of January 21, 2003 with the correction as noted. Carried.

BUSINESS ARISING FROM MINUTES -

Electronic motions: All outstanding motions from the BoD Meeting of January 21,2003 were approved electronically. In future, the status of outstanding motions will be recorded in the minutes of the meeting where the motions were proposed.

FINANCIAL REPORT: Greg Punch

MOTION: 2003 – 06 Moved by: Jerry Dolcetti Seconded by: Allan Frederick

BE IT RESOLVED THAT the Board accepts the Financial Statement of February 28, 2003 as presented. Carried.

Audit Report: Greg reviewed the audit report and the Finance and Administration Committee recommend acceptance. Mike Marinovich will present the audit report at the Annual General Meeting in April.

MOTION: 2003 – 07 Moved by: Allan Frederick Seconded by: Tom Marinelli

BE IT RESOLVED THAT the Board of Directors accepts the 2002 Audit Report as prepared by KPMG. Carried.

2003 BUDGET: The Finance and Administration Committee recommended approval of the budget. Wilf Lefresne reviewed each line item. Julian Piwowarski inquired if the Carrier Contribution was a guaranteed amount. Wilf confirmed the amount.

After review of the 5 year Forecast, Tom Marinelli questioned the impact on the company forecast with the increase of projects. Wilf stated that the BRAND and COBRA projects will be personnel intensive and staff is preparing a human resources plan to address the manpower requirements.

Charlie Whitfield asked staff to prepare a chart to compare what was accomplished with each contract, so the members could understand how well ADnet is performing.

MOTION: 2003 – 08 Moved by: Peggy Storey-Inkster Seconded by: Julian Piwowarski

BE IT RESOLVED THAT the Board of Directors approved the 2003 Budget as presented. Carried.

COMMITTEE/REPORTS

EXECUTIVE DIRECTOR: Wilf Lefresne

Members reviewed the attached report. Charlie Whitfield asked about the completion of the Infrastructure Project and would we know if it was complete and successful. The Executive Director report will include a project review section for the next meeting. The Marketing Plan will be presented to the Telematics and Implementation Committee in May for their review.

Nominating Committee: Peggy Storey-Inkster

Report is attached and the committee is talking to two individuals at this time to fill the vacant Director position.

MOTION: 2003 – 09 Moved by: Julian Piwowarski Seconded by: Greg Punch

BE IT RESOLVED THAT the Board of Directors accepts the recommendation of the Nominating Committee to re-nominate the following Directors: Jerry Dolcetti, Allan Frederick, Lynn MacKenzie, Tom Marinelli, Greg Punch and Charlie Whitfield for election to the Board for the period May 1, 2003 to April 30, 2005. Carried.

Telematics and Implementation Committee: Tom Marinelli

Tom provided a written report for review. The members discussed the impact and costs of the Integrated Network Project (INP). The Board decided that ADnet should join the other Community Based Networks (CBN) in lobby the Government with regard to the negative impact INP will have on Northern Communities.

MOTION: 2003 -10 Moved by: Greg Punch Seconded by: Julian Piwowarski

BE IT RESOLVED THAT the Board endorses the Telematics and Implementation Committee recommendations on how to deal with the INP problem. Carried.

NEW BUSINESS: None

PRESIDENT’S CLOSING REMARKS: None

The Board meeting closed without a resolution at 1:35 pm

MEETING DATES:

Finance and Administration Committee: April 08/03 – Greg Punch/Darlene

Sault Area Hospitals: Smart Systems Road Show – April 16/03 – Julian Piwowarski

Annual General Meeting: April 22/03 – Darlene

_______________________ _____________________________

Chairman Charlie Whitfield Recording Secretary Darlene Walsh

Executive Director BoD Report

Goals and Objectives 2003

(BoD 18 Mar 03)

Ongoing Activities
1.Manage, monitor and support the implementation of funded projects	Infrastructure (SAP) claim in the amount of $113, 090.57 submitted to and settled with NOHFC. This resulted in an Operational Contribution to ADnet in the amount of $37,320.00. The libraries contract with Southern Ontario Library Service (SOLS) was amended to add 18 more libraries in the NEOnet area. ADnet will receive Administrative Fees in the amount of 10% of the capital costs or approximately $10,000.
2. Identify sources and secure commitment of funding to ensure continuation of ICT community development activities.	It was noted that the OSTAR program and the Ministry of Municipal Affairs and Housing (MMAH) has funded telecommunications and Information Technology (IT) project in southern areas of Ontario. Staff will continue to monitor these agencies to see if there any application to ADnet goals and objections.
3. Conduct Information Communications and Telecommunications (ICT) information sessions in communities within the Algoma District.	Public information sessions were held in Wawa, Bruce Mines and Blind River to review the Local Infrastructure Development final report. Detailed briefings were provided at the same time on the BRAND and COBRA projects. A copy of the briefing is available at www.adnetalgoma.ca
4. Respond to new funding opportunities as announced by funding agencies	COBRA (Connect Ontario: Broadband Regional Access) was announced on 05 Feb 03. Staff has initiated a concept development project. A project tracking sheet was provide to the BoD by separate means.
5. Implement corporate communications and marketing plans.	Under development
6. Participate in community and regional ICT activities.	Staff attended 3 TAG meetings. The ED presented a briefing on ORION. The President and ED attended a reception hosted by NOHFC on 13 Mar 03.
7. Improve operational and administrative efficiency.	Revised the ADnet accounting system to give greater visibility to operational costs and project costs.
8. Monitor advances in technology and work with members and partners to ensure they are aware of a potential operational impact to existing infostructure.	Met with JV (PUC Telecom) to review the impact of the Integrated Network Project (INP) on ADnet and CBN’s in general. Met with Management Board Secretariat (MBS) and Ministry of Enterprise, Opportunity and Innovation (MEOI) in Toronto to discuss INP (MEOI is reimbursing expenses). A report on the INP will be presented at the March BoD meeting.
Community Development Objectives
1. Establish a personnel presence in the Superior East region, the East Algoma region and the Sault Ste. Marie (SSM) District region to assist local organizations with ICT community capacity building.	Started negotiations with HRDC and FedNor on funding options. May be able to get 2 intern positions from FedNor.
2. Prepare and submit funding applications under the Federal Broadband for Rural and Northern Development (BRAND) programme.	Project tracking sheet submitted separately to the BoD. Met with potential private sector partners on 13 Mar 03. Letters of support being circulated to the Algoma district communities.
3. Assist communities with the development of solutions for local broadband distribution problems identified by the Local Infrastructure Development (LID) project	This requirement will be partially rolled into BRAND and COBRA for those communities that wish to proceed that way.
4. Assist communities in the development of local ICT committees.	No new activity
5. Develop a community mentoring programme.	No new activity
Organizational Objectives:
1. Develop an annual business plan and a five year forecast.	Ongoing
2. Update the ADnet membership package documentation for use in marketing, membership drives, and advertising.	Ongoing. Communities will need to become ADnet members to participate in the BRAND and COBRA submissions.
3. Monitor and respond to opportunities to develop formal partnerships or joint ventures with likeminded organizations while avoiding duplication of effort.	Ongoing
Continuous Improvement Objectives (ADnet Processes):
1. Conduct Board of Director (BoD) development activities to improve Board effectiveness.	Under development
2. Conduct staff development activities and attendance at conferences.	No activity for this report.
3. Review and update policy documents as required.	Nominating Committee policy reviewed and approved by FAC.

ADnet Board of Directors Briefing

Integrated Network Project (INP) Impacts and Recommendation

Background

- Integrated Network Project’s (INP) mandate is to provide all network connectivity to the entire broader public sector within Ontario.

- EDS won the business through a competitive process to be the Management Board Secretariat’s Systems Integrator for the Integrated Network Project.

- The main issue the Community Based Networks (CBN’s) have with the INP is that it removes the public sector from the competitive market pool together with their potential revenue source.

- This is not only an ADnet issue but affects all CBN’s in the province.

- There is little sympathy within government for the small vendors such as the PUC and ONTelcom. The attitude is - sign the Master Services Agreement (MSA) with EDS and they can bid on the services to EDS. At present the MSA has a very large liability clause ($115 million total - $55 million for each of the first two outages plus $5 million miscellaneous. There is also an unlimited Third Party liability clause) that precludes a small vendor from ever signing up to the MSA.

- There are two types of CBN’s in province:

Ø Dark Fibre CBN = a CBN that manages its own distribution network i.e. WEDnet (Windsor); Larg*.Net (London)

Ø Vendor Partnership CBN = a CBN that operates with a commercial vendor to provide service i.e. ADnet.

Ø Both WEDnet (Windsor) and Larg*.Net (London) have continued to provide connectivity to their INP eligible members because:

A) Members have waived their right to claim liability;

B) INP only provides service to the CBN meet-me point – the connectivity to the end user is carried over the CBN;

C) Members continue to pay the CBN for the transport service.

Note: This option is available to all CBN’s. See below

- MBS is supportive of the CBN’s. The SI contract does impose constraints that affect what MBS can do.

- MBS has directed the SI that CBN’s can be considered clients. This means CBN’s can order services for our members from the INP and run the local loops over the CBN. The SI would bill the CBN for service to the CBN POP at the same rate it would bill going to the end user client. The CBN would need to recover the cost of the local loop from the end user client. See Appendix A.

- Clients can opt out of INP and use the CBN if they wave the SI liability clauses.

- ADnet is working as part of the Regional Networks of Ontario (RNO).

- A working group was created by the RNO to address the CBN’s concerns – members are MEOI, MBS and RNO. Wilf is part of that working group.

- Two pilots have been created to identify and develop solutions for the issues that could arise if CBN’s provided the “last mile” service for INP. At present WEDnet is conducting a pilot to help understand the issues using the Dark Fibre CBN model; the second pilot will come from the vendor partnership CBN model. ADnet has a very good chance to lead this pilot (thanks to Wilf).

Challenge

Smart Systems for Health is now rolling out their application using the INP infrastructure. This is the first of multiple INP threats to the Joint Venture and could well jeopardize the long-term viability of PUC/ONTel because of the loss of revenue from the Broader Public Sector. The huge liability clause makes it impossible for small vendors, like PUC/ONTel to sign up to provide services. This difficulty may limit the viability of the CBN models particularly in northern and rural areas, where revenue from the broader public sector would be critical to their success.

Recommendation

In light of the challenge outlined above it is recommended that ADnet:

1. Communicate to government, through the RNO, the possible threats that INP could have to rural and northern CBN’s. A competitive telecommunications infrastructure is important for the economic future of rural and northern communities. A letter from the ADnet Board of Directors should be written to RNO outlining its concerns. This letter should be cc’ed to Tony Martin and the Management Board Secretariat.

2. Lobby the RNO to have ADnet conduct the INP pilot for Vendor Partnership CBN. This pilot could address the business and technical issues with respect to a Vendor Partnership CBN being a client to INP and providing services to its customers. With ADnet running the pilot, ADnet would be front and center with regards to solving the issues that face a Vendor Partnership CBN, this to include the possible costing model for the last mile.

3. Conduct a meeting with PUC/ONTel to aid in developing a strategy to approach EDS (INP’s Systems Integrator). This strategy could include a weighed liability considering the number of customers PUC/ONTel could possibly have compared to the other service providers and the Service Levels needed to participate in INP.

4. Monitor costs of Broader Public Sector clients are paying with respect to direct connection to INP. This could be used in future costing discussions.

APPENDIX A – Options for Clients

Acronyms and Terminology

INP = Integrated Network Project. The provincial program to centralize all government IT services under central control.

SSH = Smart System for Health. The provincial agency tasked to provide managed health network services to the health cluster. SSH gets its connectivity through the INP.

EDS = Electronic Data Systems – the company selected by the provincial government to act as the INP System Integrator (SI).

SI = System Integrator. The company that is responsible for the overall management of the INP - i.e. EDS. An eligible INP client requests service from the SI. The SI places the order with the INP vendor.

Services or Network Access Services = The five (5) IP network accesses available:

· LAN Access

· WAN Access

· Remote Access

· DMZ LAN Access

· External Network Access

Client = an authorized INP user. Also called a customer.

Customer = the clusters of the Ontario Government, including their respective Ministries and Schedule I and IV Agencies, as well as approved BPS organizations.

OPS = Ontario Public Service. All the provincial ministries and selected provincial agencies (the former scheduled agencies).

BPS = Broader Public Sector, consisting of:

Ø Ontario government Agencies other than the Agencies included in the definition of “Clusters” below;

Ø other levels of government or agencies thereof; and

Ø related non-governmental organizations, some of which are publicly funded such as hospitals and school boards.

Clusters = the focal points for managing Information & Information Technology (“I&IT”) across the business programs of the Government. There are eight (8) Clusters and each Cluster includes a number of Ministries and associated Schedule I and IV Agencies.

INP vendor = The entity, separate and independent from the SI, selected by the SI following competitive principles to provide products or services. A vendor shall not be a subcontractor of the SI. It is a commercial carrier that has signed a Master Service Agreement (MSA) with the SI and is thereby eligible to bid on providing INP services. Known INP vendors are Bell, WorldCom and Telus.

MSA = Master Service Agreement. The document that details the terms and conditions under which a vendor will provide service to INP. The unique features of the MSA are the liability clauses - $115 M direct liability and unlimited third party liability.

CBN = Community Based Network. This term is used all inclusively for organizations that may refer to themselves as Community Network, Municipal Networks, Regional Advanced Networks, etc. It is a not-for-profit, grass roots organization that provides connectivity through some sort of membership arrangement.

Dark Fibre CBN = a CBN that manages its own distribution network.

Vendor Partnership CBN = a CBN that operates with a commercial vendor to provide service i.e. ADnet.

RNO = Regional Networks for Ontario. A province wide organization of CBN’s. Wilf Lefresne is a BoD member.

MEOI = Ministry of Enterprise, Opportunity and Innovation

MBS = Management Board Secretariat

POP = Point of Presence. For ADnet it is the Second Line facility.