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TOWN OF PETERSHAM BROADBAND PROJECT SUMMARY€¦ · TOWN OF PETERSHAM BROADBAND PROJECT SUMMARY ......

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TOWN OF PETERSHAM BROADBAND PROJECT SUMMARY Submitted to the Massachusetts Broadband Institute as part of Petersham’s Readiness Application July 7, 2016 (DRAFT-version 7.0–updated 7/21/16) “The Town of Petersham seeks to partner with the Massachusetts Broadband Institute, utilizing both the MBI’s exceptional professional & construction expertise and grant funding provisions to insure that necessary pole-survey and subsequent Make-Ready work can be completed in a timely, careful and well thought out manner. In Petersham, where new DSL service is no longer available. Where reports of existing DSL service deterioration are coming in on almost a daily basis. Where new and existing homeowners are seeing their property values being diminished, the measures of success for this project are many fold. Perhaps most symbolically for me, with MBI’s support, I will no longer drive by our Town Library in the evening and see a local family parked in front of the building with a child in the front seat attempting to wirelessly complete an Internet-related homework assignment. The creation of a rural broadband network is an amazingly complex technical undertaking. But in the end, it all comes down to this.” From the Petersham Broadband Committee 6/16 monthly update 1
Transcript

TOWN OF PETERSHAM

BROADBAND PROJECT SUMMARYSubmitted to the Massachusetts Broadband Institute as part of Petersham’s Readiness

Application July 7, 2016 (DRAFT-version 7.0–updated 7/21/16)

“The Town of Petersham seeks to partner with the Massachusetts Broadband Institute, utilizing both the MBI’s exceptional professional & construction expertise and grant funding provisions to insure that necessary pole-survey and subsequent Make-Ready work can be completed in a timely, careful and well thought out manner.

In Petersham, where new DSL service is no longer available. Where reports of existing DSL service deterioration are coming in on almost a daily basis. Where new and existing homeowners are seeing their property values being diminished, the measures of success for this project are many fold.

Perhaps most symbolically for me, with MBI’s support, I will no longer drive by our Town Library in the evening and see a local family parked in front of the building with a child in the front seat attempting to wirelessly complete an Internet-related homework assignment. The creation of a rural broadband network is an amazingly complex technical undertaking. But in the end, it all comes down to this.”

From the Petersham Broadband Committee 6/16 monthly update

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Mission Statement

The mission of the Petersham Broadband Committee is to review all options available and to facilitate the timely construction of a cost effective, non-property tax based, high-speed, Fiber-To-The-Home (FTTH) Broadband network capable of serving all of the residents and businesses of the Town of Petersham now and far into the future.

History of Petersham’s Broadband Initiative

Efforts to bring high-speed Internet to Petersham date back at least to 2005. Since that time the Town, through its Broadband Committee, has investigated numerous possible operating scenarios including WiredWest, Town-owned network solutions, as well as wireless and hybrid configurations.

The Town of Petersham, due to ongoing extraordinary fiscal borrowing constraints (the Town anticipates that it may be required to seek taxpayer approval for a $1,500,000 building demolition) and limited tax base (more than 80% of all Petersham property is tax exempt) has, over the past two years decided to work to create a public-private partnership agreement to facilitate the construction of a high-speed, FTTH network capable of connecting virtually 100% of all residents and businesses to the Mass Broadband 123 Middle Mile at a price to the subscriber that is competitive.

At the October 13, 2015, meeting with the Petersham Selectboard, and again in a teleconference on December 30, MBI Director Eric Nakajima, gave Petersham his verbal approval to move forward with contract negotiations with our preferred private vendor. An early draft of that contract had been forwarded to Director Nakajima for his review which he indicated he had completed in early October.

Since that time, Petersham has, with the help of Town Counsel, Kopelman & Paige (see draft agreement Pg. 18), continued to refine this agreement to include sustainability, fiscal and quality of service assurances that we feel will result in the creation of a truly world class 50Mbs, FTTH network, that will be fully operational within 24 months of the completion of Make-Ready Work. Because of a contractual “lightas you go” provision, some residents would receive connectivity as early as six months after construction begins.

Under this agreement, once Make-Ready has been completed, the vendor assumes responsibility for all costs associated with the design, construction, ongoing network operation, and ISP services (head-end facility, electrical supply, and post construction MLP costs excepted).

Contractually, Petersham through its MLP, would maintain an unprecedented level of control over the network and its ongoing operation with the option of an outright purchase at any time after an initial period of operation.

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Project Costs:

Based on the results of design studies completed by the Matrix Design Group we estimate total costs for the entire project to be $2,360,730. This figure is driven primarily by the network construction and installation costs $1,753,730 paid for by the Matrix Design Group and the preliminary utility Make-Ready costs $560,000. This Make-Ready amount, hopefully, would be funded through a grant to be approved by the Massachusetts Broadband Institute’s Board of Directors. Police details in the amount of $47,000 would be the responsibility of the Town of Petersham.

The Public-Private Partnership Model

Under the Matrix Design Group proposal, Matrix would design and build the network at their cost, operate the network under the oversight of the Petersham Municipal Light Plant Board and serve as the Network ISP, billing subscribers on a monthly basis. Matrix would be responsible for maintaining and repairing the network. Overall local control would remain in the hands of the Town of Petersham under a provision that would allow the Town to purchase the network at a predetermined price over the twenty year life of the agreement, should Petersham so desire.

Petersham would be responsible for all pre-build costs, including the utility Make-Ready, legal, police detail (where required), a secure telecom shelter and clean power source in an existing municipal facility and legal and related costs. It is hoped that costs to the Town would be primarily covered by Petersham’s anticipated share of the MBI state bond funding.

MBI Board Project Requirements

It is Petersham’s understanding, based on discussions held by the MBI Board of Directors at their monthly meeting in Boston on June 30, 2016, MBI support of individual town Broadband proposals must meet all six of the following considerations;

1. The proposed service at a minimum, must meet the FCC definition of broadband which is 25 Mbps down &3 Mbps up.

Petersham’s proposed service is 50 Mbps down & 50 Mbps up.

2. The proposed plan must have long-term sustainability.

All of the modeling for Petersham by the MBI, WiPro and Matrix have shown long term sustainability for a FTTH network as described in the MBI’s Town Profile report and in Petersham’s Broadband proposal.

In June of 2016 Petersham engaged its Town Auditor, Tom Scanlon, the principal of Scanlon & Associates, to perform a confidential review of recent Millennium/Matrix financials. That formal review was found to be favorable and in line with similar, less formal, reviews which had been previously conducted by the Towns of Leverett, Princeton, and Montague. Additionally Mr. Scanlon contacted current and prior Matrix customers who, he indicated, all reported having had a favorable relationship with the company.

3. The offering must be considered affordable by the town.

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Petersham anticipates Broadband service priced at $95 which is the same as what Princeton has been using for their model; but unlike a town-build model, Petersham’s does not place potential rate increases at risk due to tax/bond implications. Petersham’s plan is comparable to what Leverett is already charging their subscribers when you factor in tax-based bond payments.

4. The plan must cover 96% of the town.

Petersham’s plan will cover virtually 100% of the Town (with the exception of two residences that can only be accessed from Athol and Barre).

5. The MBI technical team must agree that Petersham’s plan meets their technical specifications.

Petersham’s proposed plan will meet or exceed GPON Telcordia SR-1421, FTTH accepted practices and applicable law (see Technology Overview Pg. 11).

6. The project financing must be approved by the Massachusetts Division of Local Services.

Because of the nature of Petersham’s proposed Private/Public partnership, Town funding obligations will be very limited and for this reason we anticipate that the DLS will have no sustainability concerns (see Division of Local Services Information Pg.7).

The Town of Petersham believes that its current proposal meets or exceeds all of the above-stated MBI requirements.

Executive Summary

The Town of Petersham believes that a private/public partnership represents the most cost effective way to provide broadband connectivity to our citizens. Petersham’s plan would result in a completed FTTH network within 24 months after completion of all Make-Ready work. Our eligibility to receive funding assistance through the Massachusetts Broadband Institute for the purposes of completing the necessary Make-Ready work is a critical prerequisite for finalization of our contractual agreement with our selected vendor.

The Town of Petersham is requesting that the Massachusetts Broadband Institute Board of Directors approve grant funding in the amount of $560,000 to cover the cost of pole surveys and subsequent Make-Ready work required before any network construction can begin.

It is important to note that MBI approval of our proposed plan will result in a cost savings to the State of $320,000 (Only $560,000 of Petersham’s $880,000 of MBI allotments would be requested) and to the Town of Petersham of $1,753,730.00 (see Pg. 7).

To this end, the Town of Petersham, through its Town Counsel, Kopelman & Paige, has created a Memorandum of Agreement (see Pg. 18) between the Town and the Matrix Design Group which both parties are prepared to sign upon a positive decision on Make-Ready funding by the MBI Board of Directors.

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Project Details Page 5 – Partnership Overview

Page 7 – Division of Local Services Information

Page 8 – Petersham Broadband MLP Responsibilities

Page 10 – Matrix System Design, Build and Operation

Page 11 – Technology Overview

Page 12 – Network Operator / Service Provider Information

Page 14 – Residential Services and Rates and Terms and Conditions

Page 15 – Network Operating Expense / Sustainability

Page 18 - Memorandum of Agreement

Page 20 – Support Documents (Collection in process as of 7/21/16)

Page 30 – Brochures & Background Documents (collection in process as of 7/21/16)

PARTNERSHIP OVERVIEW

Petersham is the third largest town (70 Sq. Miles geographically) in Massachusetts. Our proposed FTTH build for the Town would encompass 47 road-miles of fiber and up to 551 residences. This would include potential service to the Quabbin Retreat, Henry Heywood Hospital’s new alcohol and drug rehabilitation facility currently under construction, and Harvard Forest, Harvard University’s School of Forestry.

After over two years of detailed discussions, the Town of Petersham and Matrix Design Group and its sister company Millennium Communications (together Matrix) have reached an agreement in principle for a Public/Private Partnership. According to the agreement the Town would be responsible for all aspects of the make-ready process including police details, and a place to house and power the network electronics. Matrix would be responsible for investing the capital, plus design and operational expertise into a new LLC for the design, build and maintenance of a GPON FTTH system, built in accordance with Telcordia SR-1421. Other aspects of the partnership include:

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- The price for Internet service would be $95 for up to 50 Mbps. The MLP would be in control of any future price increases above CPI and have to approve any new residential product offerings.

- A VoIP line could be added for an additional $20 per month. It would come with all the standardfeatures and unlimited calling in the “lower 48”. An existing Verizon telephone number can be ported over to the new VoIP line.

- The Town would be responsible for the yearly pole rental fees and the Verizon surety bond. Thiswould be paid for by a suggested $4.95 MLP fee that would be part of the subscriber's monthly bill.

- The Town would have the option to purchase the network for $1,753,730 after 3 years. Each year thereafter the price would be reduced by $103,160 until in year 20 when the buy-out is just $10. The option to purchase after just 3 years gives the MLP an additional level of control.

- The $500 installation fee would be broken into two payments. The first $250 would be due during a 3-month pre-subscription period, with the second $250 due just prior to installation.

- Since Matrix would be both building and operating the network, Matrix would be able to "light" customers up as the network is built. This could mean some customers getting service in less than 6 months after the make-ready process is done and probably save a minimum of about 12 months over a town-owned build situation.

- Matrix would be responsible for maintaining the network fiber. There would be no insurance or other costs to the Town regarding maintenance.

- A Standard fiber drop to the house would be aerial up to 300 feet from the road.

- All network assets would be placed into an LLC to both protect the Town and to facilitate the sale of the network to the Town.

This plan would accomplish Petersham’s goal of building a Broadband network without the costsfalling on the shoulders of the taxpayers. This would also have the added benefit of allowing the funds and borrowing limits that would otherwise be potentially tied up with broadband to be instead used for other Town priorities.

This Public-Private partnership insures that both current and future taxpayers will not be unduly burdened by this agreement between the Town of Petersham and Matrix.

This Public-Private Partnership would be entered into under and in compliance with Chapter 164 of the General Laws of Massachusetts and all other general laws and acts of the Legislature, and in compliance with all applicable federal law, including, but not limited to, all rules of the Federal Communications Commission (FCC), and all other State and federal rules and regulations.

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DIVISION OF LOCAL SERVICES INFORMATION

The Public-Private Partnership between the Town of Petersham and Matrix will not require eithera bond authorization or debt exclusion vote on the part of the residents of Petersham. All of the funds, with the exception of the police details during make-ready, will come through either the grant allocation from the MBI or from Private Investment from Matrix. Both Matrix and the proposed Public-Private Partnership have been vetted by the proper Town authorities including the Broadband Committee, Board of Selectmen, Town Financial Advisor, and Town Treasurer. The only significant ongoing expense to the Town from this agreement would be the utility pole yearly rental fees and the Verizon surety bond. Both of these expenses would be funded via a $4.95 monthly subscriber MLP fee.

Project Budget and Funding Sources:

Funding Source Total Secured/Pending Additional Details

State Grant $560,000.00 Pending Note 1

Municipal Funds: $47,000.00 Pending Note 2

Municipal Borrowing (see 3.2, 3.3 and 3.4 above)

Not Applicable Not Applicable

Free Cash/ Stabilization

Not Applicable Not Applicable

Levy Capacity Not Applicable Not Applicable Note 3

Federal programs Not Applicable Not ApplicableOther $1,753,730.00 Secured Note 4

Total Project Budget $2,360,730.00 Pending Note 5

Note 1: This is the amount that has been presented to the Town by the MBI as our Construction Allocation ($484,000.00) plus an additional “exceptional” grant allocation of $76,000.00.

Note 2: This is the estimated amount needed for police details during the make-ready process. The police details during construction will be the responsibility of Matrix.

Note 3: A key point to the Public-Private Partnership is the fact that is does not require any borrowing / bonding by the Town.

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Note 4: This is the monetary value of the amount Matrix / Millennium will be investing via capital, plus design and operational expertise into a standards-based GPON FTTH Network for theTown of Petersham.

Note 5: Of the total budget amount of $2,360,730 all but $47,000 would be covered by Matrix construction expenditures and MBI Make-Ready grant funding.

PETERSHAM BROADBAND MLP RESPONSIBILITIES

Right to Inspection of Construction

The PBMLP or its designee shall have the right, upon notice, to inspect during normal business hours all construction performed in the rights-of-way subject to the provisions of the Agreement,as it shall deem necessary to ensure compliance with the terms and conditions of this Agreementand applicable law. Any such inspection(s) shall not interfere with the operations of Matrix, except in emergency situations. The PBMLP shall give prior notice of any inspection to Matrix, and Matrix shall have right to accompany the PBMLP’s inspectors. Matrix Design Group considersits fiber design to be intellectual property and any PBMLP designee shall have to sign a Non-Disclosure Agreement (NDA).

Maintenance Log

Matrix shall maintain an annual log or computerized listing, showing the date, approximate time and duration, type and probable cause of all fiber and service outages, whole or partial, due to causes other than routine testing and maintenance. Matrix will make a quarterly report to the PBMLP Directors regarding outages and customer service issues.

Annual Report

Matrix shall provide an annual report to the PBMLP showing a list of all subscribers in the Town, including a list of all subscribers who connected or disconnected during the past year.

Complaint Resolution Procedures

In compliance with applicable law(s), Matrix shall establish a procedure for resolution of service, billing and privacy disputes and complaints by subscribers.

In the event that the PBMLP finds a pattern of multiple unresolved subscriber complaints, the PBMLP may request appropriate amendments to Matrix procedures for the resolution of complaints.

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The PBMLP shall designate a complaint officer for the PBMLP to receive any complaints from subscribers about the FTTH services. The complaint officer shall furnish the complaint to Matrix who shall provide a written response to the complaint officer regarding disposition of the complaint.

Telecom Shelter, Make-ready and Pole/Conduit Fees

During the term of this Agreement, the PBMLP shall provide a secure telecom shelter and clean power source in an existing municipal facility.

During the term of this Agreement and contingent up and through funding provided by subscribers' fees paid to the PBMLP, the PBMLP shall be responsible for pole attachment or conduit use fees required for the FTTH network.

Rates and Services

Annually, Matrix will provide the PBMLP a listing of the Residential Services and Rates to be provided to the residents of the Town once the Public-Private Partnership Agreement has been executed but prior to the three (3) month pre-subscription period. The initial Services and Rates along with Subscriber Terms and Conditions are detailed beginning on page 14 of this document.

Subscriber Rate Increases or New Services

Any residential price increase above the yearly CPI (Consumer Price Index) increase will have to be approved by the PBMLP. In addition, any new residential services or service levels will have to be approved by the PBMLP.

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MATRIX SYSTEM DESIGN, BUILD AND OPERATION

FTTH System

Matrix will design, build and maintain a GPON FTTH system, in accordance with Telcordia SR-1421, FTTH accepted practices and applicable law. The costs for the design, build and maintenance of the GPON FTTH system shall be borne by Matrix and Matrix shall own, operate, maintain and manage the GPON FTTH system.

Engineering, Fiber Installation and Subscriber Costs

Upon agreement with the PBMLP, Matrix shall begin the engineering work on a GPON FTTH system. After completion of all Make Ready, engineering work, and the issuance of all necessary permits, and upon 270 subscribers having paid the pre-subscription fee, Matrix shall begin Aerial construction of the GPON FTTH system. Existing or new underground facilities are not part of this proposal and will be installed at the discretion of Matrix. Matrix shall supply a construction schedule to the PBMLP and shall provide periodic project progress reports on a timeschedule mutually agreed to between Matrix and PBMLP. Matrix shall provide project cost reports and invoices on a time schedule mutually agreed to between Matrix and PBMLP. Engineering work will begin once the PBMLP gives its acceptance that the proposed schedule complies with Town and State laws and is in accordance with industry standards (Telcordia SR-1421). Construction work shall begin after the Town reaches 270 subscribers paying the pre-subscriptionfee. Matrix shall provide written notice to the PBMLP when PBMLP related costs approach the total of State funds being made available to the Town via the Massachusetts Broadband Institute and also when construction of the system is substantially complete (85% of subscribers being connected). It is estimated that completion of the FTTH network should take approximately eighteen (18) to twenty-four (24) months. Matrix will keep the PBMLP up to date on any delays. The PBMLP agrees that it will hold Matrix harmless for any delays resultant from make-ready utility issues or weather related delays.The fees for a Standard Aerial Fiber installation of FTTH service to Subscribers during a three (3) month pre-subscription period established by Matrix LLC and agreed to by PBMLP shall be $500. The fee includes a standard fiber drop to home, and standard ONT installation. Subscribers signing up during the pre-subscription period shall commit to a 24-month minimum term of service.Subscribers requesting service after the three (3) month pre-subscription period or who do not wish to commit to a 24-month minimum term of service shall pay a $1500 fee for a Standard Fiber Installation (includes fiber Drop to home, ONT and installation). If service is requested after the three (3) month pre-subscription period and after the system has been 100% deployed, Matrix LLC shall have fourteen (14) business days from the request to schedule a Standard Fiber Drop Installation in the current Service Area. Matrix may charge for thecosts of labor and materials necessary to provide service in excess of 300 aerial feet from the plant in the public way and/or to provide a customized installation, including any

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undergrounding, boring or trenching. For purposes of this Section, private roads (i.e. roads not serviced by the Town) and shared driveways are not in the public way. The $1500 connection fee shall be paid directly to Matrix and receipt of payment shall mark the start of the fourteen (14) day scheduling period. Matrix shall expeditiously seek all necessary permits. All permit, application and recurring fees including pole rental fees shall be paid by the PBMLP contingent upon and through funding provided by State's Broadband agency, the Massachusetts Broadband Institute, to the Town in conjunction with and contingent upon funding provided by subscribers' fees paid to the PBMLP.Housing / telecom shelters, power and security for headend equipment shall be provided by the PBMLP in an existing municipal facility.All utility pole Make-Ready costs including police details during make-ready shall be responsibilityof the PBMLP contingent upon and through funding provided by State's Broadband agency, the Massachusetts Broadband Institute, to the Town in conjunction with and contingent upon funding provided by subscribers' fees paid to the PBMLP.

Standards

Matrix shall install and operate a FTTH system and render efficient service to subscribers as required by the Public-Private Partnership Agreement and applicable laws and regulations during the term of this Agreement. The construction, maintenance and operation of the FTTH system shall be in conformance with the applicable provisions of the National Electrical Code (NEC), the Massachusetts Electrical Code, the applicable rules and regulations of the Occupational Safety and Health Administration (OSHA), the FCC and all Town building and zoning codes and all land use restrictions. All Matrix work on behalf of itself and the PBMLP including structures, lines, equipment, and connections in, over, under, and upon streets, sidewalks, alleys, and public ways and places of the Town, wherever situated or located, shall at all times be kept and maintained in a safe condition and in good order and repair.

TECHNOLOGY OVERVIEW

Matrix will design, build and maintain a GPON FTTH system, in accordance with Telcordia SR-1421. For an example of Matrix Design Group's planned GPON network for Petersham please refer to the fiber design done for the Town of Alford, Massachusetts.

The OLT equipment utilized will be the Calix E7-20 Multi-Terabit Access System (see brochure for details).

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The ONT utilized will depend upon homeowner choice. The choices are either a Calix 711GE outdoor ONT or a GigaCenter indoor ONT with built-in 802.11 AC WiFi (see brochures for details).

The Calix Consumer Connect will be utilized to maximize customer service experience (see brochure for details).

Any network routing or switching requirements will utilize Cisco gear.

A DHCP server will provide dynamic Public IP Addresses to Customers. Optional static Public IP Address may be made available at published monthly rates.

NETWORK OPERATING EXPENSE / SERVICE PROVIDER OVERVIEW

Introduction

For the past 8 years, Matrix Design Group and Millennium Communications Group Inc., have been actively involved in the planning and implementation of true fiber to the home technologiesin the most rural parts of New England. Through their early work with a group of 24 towns in EastCentral Vermont, who collectively formed a consortium to build and operate a community ownedFTTH network, they gained valuable knowledge into the challenges facing rural deployment of Fiber to the Home. Working hand in hand with the Governing Board of EC Fiber, they helped to develop a sustainable business plan that was scalable to even the most remote towns involved in the consortium.

Their ability to recognize and overcome the technical challenges of building a sustainable network at a price point to fit the business model became the largest single hurdle to overcome. The challenge was met and today EC Fiber, largely through private community investment, has built a network serving 1300+ subscribers over 350 miles of network. Through the success of this network, EC Fiber is now close to financing the remainder of their build through traditional financing sources.

Subscriber Information

Matrix on behalf of itself and the PBMLP will provide subscribers with such information as required by FCC regulations.

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Protection of Subscriber Privacy

Matrix on behalf of itself and the PBMLP will comply with all privacy provisions of applicable federal and State laws.

Non-Discrimination

Matrix shall not discriminate against any person in its solicitation, service or access activities on the basis of race, color, creed, ancestry, national origin, gender, sexual preference, disability, age,marital status, or status regard to public assistance. Matrix LLC shall be subject to all other requirements of Federal and State regulations concerning non-discrimination.

Electronic Notice

Any bill, notice, or other communication provided or issued by Matrix on behalf of itself or the PBMLP to any subscriber may be provided or issued, if such subscriber so consents, solely by electronic means.

FCC Broadband Standards

Matrix shall keep the network upgraded to meet or exceed the FCC definition of broadband throughout the term of operation.

Operations

Network Operations will include both a local and remote presence. In large part due to the population densities of the service area, it is more cost effective to consolidate back office operations and service from one location. In addition, there will be a local staff to service customer needs.

Remote Network Operations will provide all back office operations for the system including accounting, billing, customer service, technical operations, trouble tickets, and other operational aspects of the Petersham FTTH network. This service will be sublet to Millennium Communications Group Inc., the main investor in the network. The office hours will be from 9-5 PM Monday-Friday, for general billing and service inquiries, technical support, and scheduling of installations or service. In addition, an after-hours customer service hotline will be available 24 x 7 to assist customers with trouble issues.

Millennium has a full staff of business operations personnel, including customer service representatives, accounts payable and receivable clerks, a payroll clerk, financial controller and CFO. The company also employs 6 certified Cisco IP engineers and a CIO, who holds a Cisco CCIE

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certification in IP phone and networking applications. The CCIE certification represents the highest level of networking certification in the world. Currently, there are 38,000 Cisco CCIE’s worldwide.

Local Staffing will provide all day to day customer and maintenance operations requiring truck rolls. This will include installations, service calls, outages, troubleshooting and routine tasks unable to be performed remotely. Preliminary staffing level will be two full time employees, with additional staff being added as required and based on level of subscribership.

Emergency Services will employ both our local staff members as well as local sources of contract labor, specializing in the repair of the network. Additionally, remote operations on call staff will be available for troubleshooting network issues not connected to the physical plant.

RESIDENTIAL SERVICES AND RATES AND TERMS AND CONDITIONS

There are two (2) residential service offerings:

Standard Internet: Up to 50 Mbps Internet connection for $95/month.

Standard Internet and VoIP: Up to 50 Mbps Internet connection and VoIP line. The VoIP will allow for unlimited local and long distance calling (lower 48 US States). The VoIP service will come with standard features including but not limited to Caller ID, Call Waiting, 3-Way Calling, etc. Package cost $115/month.

A second VoIP line may be ordered for $20/month.

Digital voicemail services are available for $3 per month per voicemail box. This includes the voicemail to email feature, which allows you to listen to your voicemail from your email account when you are away from your home phone.

Subscribers at time of installation may opt for a Calix GigaCenter indoor ONT with built in 802.11 AC WiFi for an additional equipment charge of $5/month.

Pricing does not include any applicable taxes or $4.95 per month MLP fee.

General Terms and Conditions: The following are general Terms and Conditions of Use for Residential Broadband Service:Two-year agreement required if customer signs up during three-month pre-subscription period.

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An adult 18 years of age or older must be present during the installation of services.Price applies to base monthly rate only; excludes optional services and installation charges.Customer will be responsible for the installation of necessary conduit if none is available.Payments 30 days past due will result in termination of service. A reconnection fee of $10.00 willbe charged for any service disconnected due to non-payment.Pets must be restrained or otherwise kept away from the installer(s) until work is complete.Electronic equipment is and shall remain property of Matrix LLC. Failure to allow for equipment removal upon termination of services, or damaged equipment, shall result in a $500.00 fee.Internet service and fees will be billed on a monthly basis.Except for the ONT, battery back-up unit and service drop, the Customer is responsible, at its expense, for the installation, maintenance and repair of all equipment and wiring on the Customer’s premises to the point of connection, as specified by Matrix LLC.

NETWORK OPERATION / SUSTAINABILITY

Below please find information put together in an effort to match up with the MBI’s Sustainability Workbook. The spreadsheets seem to be geared toward a Town Owned and Operated Model while Petersham will be engaged in a Public-Private Partnership; therefore the spreadsheet as applied to Petersham is imperfect. Notes have been provided to explain differences.

Sustainability Model For the Town ofPETERSHAM

Year 1 Year 2 Year 3 Year 4 Year 5General Information# premises 276 551 551 551 551% passings 50% 99.6% 99.6% 99.6% 99.6%

# premises with drops 193

386

386

386

386

Seasonal Premises (%) 0% 0% 0% 0% 0%Avg. Monthly Occupancy Seasonal Premises 0 0 0 0 0Seasonal Premises 0 0 0 0 0Effective Premises (12 months of seasonal) 0 0 0 0 0

# units 276

551

551

551

551

Total Addressable Market Size 276 551 551 551 551Projected Take Rate 70% 70% 70% 70% 70%

Effective Subscribers 193

386

386

386

386

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Monthly Per SubscriberYear 1 Year 2 Year 3 Year 4 Year 5

MLP 74.95

74.95

74.95

74.95

74.95

Internet Related 25.00

25.00

25.00

25.00

25.00

Phone Related 20.00

20.00

20.00

20.00

20.00

Total Cost 119.95

119.95

119.95

119.95

119.95

NOTES:

Premises – the MBI worksheet shows 534 Petersham premises. We are using 551 which equals the 519 premises on the Town assessors map plus anticipated services to the Harvard University School of Forestry and the new Heywood Hospital’s Quabbin Retreat. The Petersham Broadband Committee, Selectboard and Matrix feel comfortable with the 551 number.

Premises Year 1 – because we are doing a Design, Build, Operate Model our Year 1 is most likely different from the Town Owned Model. In our model Matrix will be able to light subscribers as the network is built once the Make-Ready is complete. In a Town Owned model the Make-Ready and the entire network would have to be completed before being handed over to a Service Provider (meaning their Year 1 is actually our Year 2).

“% Drops” has been changed to “% Passings” which we feel is the more correct term. We have identified only two homes in remote corners of Petersham that have their existing utilities servedfrom neighboring towns which would not be part of the build. Once the fiber design is complete – additional homes may be identified.

Seasonal Premises – Petersham is not a vacation town so we do not feel this is applicable. The only significant “seasonal” population in Town would be the students at the Harvard School of Forestry.

Effective Subscribers – even though our model uses a higher number of premises than the MBI spreadsheet (551 vs 534) our model projects a smaller number of “Effective Subscribers” (386 vs 397). We highlight this to show the Business Case utilized is even more conservative than the

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methodology utilized by MBI consultants yet still profitable enough to warrant a million dollar plus investment by Matrix. Total Cost – we feel this term is very misleading when calculating actual “total cost” in Town Owned Networks vs a Public-Private Partnerships. Our total cost is a true total cost whereas a Town Owned Model would still need to add in the additional taxes to the residents to pay for the FTTH build. For example a subscriber with an average home value in Leverett ($275,000) would be paying a “total cost” of $93.15 per month for Internet service ($24.95 ISP, $49.95 MLP and $18.25 tax increase). A home valued at $500,000 in Leverett would be paying a “total cost” of $108.08 for Internet service ($24.95 ISP, $49.95 MLP and $33.18 tax increase). In the Matrix model both subscribers would be paying a true “total cost” of $99.95 per month ($95 for Internetand $4.95 MLP fee).

Business Model and Pricing

The Matrix Business Model for the Petersham Public-Private Partnership is the result of over 20 years of designing and building fiber networks, the 4 years working with the real-world model in the 9 towns of the EC Fiber network in Vermont already receiving service and Matrix’s experiencein building and provisioning the FTTH network in Leverett.

All of the components and expenses of designing, building and operating the GPON FTTH network in Petersham have been accounted for and will be paid for by the initial investment fromMatrix/Millennium and via the subscribers ARPU. Our estimated ARPU in Petersham would be $103.51.

Total Subscriber Base at a 70% Take Rate = 386 SubscribersSubscribers with Just Internet @ $95 per Subscriber = 135Subscribers with Internet and ONT w/ Built-in 802.11 AC WiFi @$100 per Subscriber = 135Subscribers with Internet and VoIP @ $115 per Subscriber = 58Subscribers with Internet, VoIP and Built-in WiFi @ $120 per Subscriber = 58

Total Estimated Monthly Revenue = $39,955.00

Matrix projects that the number of subscribers taking VoIP will decrease over time as WiFi enabled Smartphones, Skype-like services and the general need for a “home line” impact VoIP take-rate. The Business Model is not dependent upon VoIP services and is sustainable even if the take-rate for VoIP is 0% instead of the projected 30% (the MBI model projects a 40% VoIP take-rate; so once again our assessment is more conservative).

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Memorandum of Agreement

MEMORANDUM OF AGREEMENTBetweenTOWN OF PETERSHAMAndMATRIX DESIGN GROUP, INC.

This Memorandum of Agreement is made as of the ___ day of ________, 2016 by and between the TOWN OF PETERSHAM, a Massachusetts municipality in Worcester County with an address ofTown Office Building, 3 South Main Street, P.O. Box 486, Petersham, MA 01366 (the “Town”) andMATRIX DESIGN GROUP, INC., a New Jersey corporation with an address of 11 Melanie Lane, Unit14, East Hanover, NJ 07936 (“Matrix”)

WHEREAS, the Town is currently without any high speed Internet network, so-called broadband service, for its residents and businesses; and

WHEREAS, the Town is desirous of securing such broadband service and has, by vote of its Town Meeting pursuant to Chapter 164 of the General Laws, authorized its Selectboard to take all necessary action to establish and to maintain, in accordance with the provisions of and in accordance with the rules, regulations and orders of the Massachusetts Department of Public Utilities and Department of Telecommunications & Cable, a municipal lighting plant for all purposes allowable under the laws of the Commonwealth, including without limitation the operation of a telecommunications system and any related services; and

WHEREAS, Matrix has proposed to invest the capital, design and operational expertise into the build-out, operation, maintenance and management of a high speed Internet network for the Town, specifically a Gigabit Passive Optical Network, for the provision of such broadband service (the “Broadband Project”); and

WHEREAS, the Town is seeking funding for costs related to the Broadband Project from the Massachusetts Broadband Institute (“MBI”) of the Massachusetts Technology Collaborative, a public body established by and existing under section 6B of Chapter 40J of the General Laws; and

WHEREAS, Matrix has proposed to the Town a contract for implementation of the Broadband Project between Matrix and the Petersham Municipal Light Plant (the “Broadband Project Contract”); and

WHEREAS, the Town and Matrix are desirous of confirming and memorializing the conditions required for, and the terms upon which, the Broadband Project Contract may be executed and performed;

NOW, therefore, the Town and Matrix agree as follows:

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1. Defined Terms: Terms used herein and not separately defined shall have the meanings given in the draft Broadband Project Contract, a copy of which is attached hereto.

2. Make-Ready Work and Town Responsibilities: Implementation of the Broadband Project Contract requires certain so-called ‘make-ready work,’ which includes the following: securing any required right-of-way and utility pole location rights, and related access rights, for installation of Broadband Project construction or installation components; arranging for or performing any utility pole or utility infrastructure modification required for installation and operation of the Broadband Project; provision of police or other safetyofficer details during performance of physical make-ready work; administration and coordination of make-ready work performance; provision of legal and other professional services necessary for the Town’s make-ready work responsibilities. The Town shall be responsible for the cost of the make-ready work, including police and other safety officer detail costs; however, commencement, performance and completion of the make-ready work shall be contingent upon the Town first having received an award of funding for the purpose from MBI in an amount no less than $ _______.

3. Anticipated Sequence of Funding and Proposed Implementation Activity: Based on information available to Matrix and information provided to it by the Town and/or MBI, Matrix represents, and the Town acknowledges and is relying on, the following schedule as the anticipated sequence of Broadband Project funding and implementation activity events:[SCHEDULE – to include:

- MBI funding commitment and disbursement- Make-Ready Work planning period- Network design period- Make-Ready Work installation period- Subscriber Solicitation- Network installation period

4. Coordination and Cooperation: Matrix and the Town shall coordinate and reasonably cooperate with each other for the purpose of implementing the Broadband Project in accordance with applicable law and as contemplated in this Memorandum of Agreement. Each party acknowledges that the Town’s ability to proceed with the Broadband Project iscontingent upon award and receipt of project funding from MBI in an amount no less than $ _______.

[Signatures on next page]

MATRIX DESIGN GROUP, INC. TOWN OF PETERSHAM

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By By its Selectboard

____________________________ _________________________ Name:Title: _________________________

_________________________

Support Documents (Collection in process as of 7/21/16)

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“Matrix has provided an invaluable service to the citizens of East Central Vermont.Our ambitious plan to take control of our future broadband needs was met by a

company that stepped right up and made themselves an integral part of our team.We’re grateful for their guidance and contribution to our project. Without their

truly innovative design, we may not be where we are today, delivering realbroadband to areas of our State that may have never gotten it otherwise”

Loredo Sola, Chairman, ECFiber

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HARVARD UNIVERSITY

HARVARD FOREST PHONE 978●724●3302

324 NORTH MAIN STREETFAX 978●724●3595

HTTP://HARVARDFOREST.FAS.HARVARD.EDUPETERSHAM, MASSACHUSETTS

U.S.A. 01366

13 July 2016

Mr. Bill EnnenLast Mile Implementation LiaisonMassachusetts Broadband Institute75 North Drive Westborough, MA 01581

Re: Urgent need for broadband in Petersham

Mr. Ennen,

Please accept this letter on behalf of Harvard Forest, a department of the Faculty of Arts and Sciences, Harvard University. Harvard Forest, which has operated as Harvard University’s main ecological research and educational facility since 1907, is located on 3600 acres primarily in Petersham MA.

The Forest provides a complete base for research in forest, ecosystem and historical ecology and biosphere-atmosphere interactions. Since 1988, when the Forest became a National Science Foundation Long Term Ecological Research (LTER) site, the Forest has seen phenomenal growth in scientists, educators, students, collaborators, research and education programs, and laboratory, computing, archival,teaching, and housing facilities. The Harvard Forest is also the core site for the Northeast domain of the National Ecological Observatory Network (NEON) . Forest research is funded by many federal agencies (NSF, DOE, DOD, USDA, NASA) as well as large and small private foundations (Smithsonian Institute,Doris Duke Foundation, etc.).

Harvard Forest serves as the base for a year-round staff of 40 including senior and junior scientists and support staff. We also host thousands of national and international students and researchers for periods of 1 day to 1 year. This includes:

• Local K-12 school groups visiting for a day• Regional K-12 science teachers coming for ecological training• University courses visiting from throughout the Northeast• Mid-career faculty on lengthy research sabbaticals

• Conservation groups including local, state and regional organizations holding multi-dayretreats

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We have extensive facilities (~105,000 sf) including offices, conference space, library, dining facilities for40, laboratories, greenhouses, archives, herbarium, dorms and residences to host these diverse groups. University-owned housing includes the three dorms for visiting groups, and 14 residences currently occupied by visiting faculty, graduate students and post-doctoral fellows and their families. In addition, the Environmental Measurement Station (EMS), the oldest continuously operated eddy-flux and micrometeorological tower in North America (established in 1990), is located approximately 1.7 km into the wood from the main campus. Our newest eddy flux tower (2015) is NSF-funded NEON tower.

The Forest is fortunate that, despite this beautiful but rural location, we have been able to obtain and pay for an optical fiber circuit (100 Mbps) that connects the Forest to Harvard University and the Internet. Wired and wireless network access is available in all offices and labs and in some residences. A field wireless network provides high-speed Internet access to major experimental sites across a portion of Forest-owned lands, including the eddy flux towers.

However, we have not been able to extend Internet coverage for two crucial areas.

First, most of our housing for visitors does not have Internet access. Many researchers need access round the clock to conduct their research in an effective manner. Also we have increasingly found that it is a significant drawback if not outright deterrent to researchers’ families taking up residence in Petersham. More and more visitors are choosing to stay in outlying towns that provide ready access to affordable highspeed bandwidth such as that to be provided by this proposal from the Town. An Internet access solution for the town might complement our existing network infrastructure. For instance, we might have 3-5 faculty on sabbatical coming to work at the Forest in a year. For the past few years, one or more have chosen to rent in Amherst due to the lack of Internet access here.

Second, much of the land owned by the Forest does not have access to hard-wired or wireless access. Thus the research tract closest to the main campus has an extensive wireless network and one major research site has optical fiber going directly to the site. However, about 2000 acres of land in two other major tracts located in central Petersham do not have any access and thus our ability to conduct sophisticated monitoring projects on them is limited.

Sincerely,

Edythe Cherkas Ellin

Director of Administration

Cc: Chip Bull, Chair, Petersham Broadband Committee

Nancy Allen, Chair, Petersham Selectboard

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July 14, 2016

Mr. Chip Bull Chair, Petersham Broadband CommitteeTown of Petersham3 South Main StreetPetersham, MA 01366

Dear Mr. Bull and Petersham Broadband Committee,

I am writing on behalf of Heywood Healthcare/Quabbin Retreat of Petersham to provide our support for your efforts in securing much-need stable broadband service in Petersham.

As a long-time hospital and healthcare provider for the region and now with a critical new project underway in Petersham specifically, we at Heywood Healthcare fully understand and see on a daily basis the need for stable, successful broadband service in our rural areas and in communities.This need is only growing stronger in communities such as Petersham where there is no cable service available and limited DSL service.

We strongly believe broadband service is a critical component in our ability to provide top quality care delivery, in our communications, and in our overall efforts to meet the healthcare needs of the community and the greater region. From patient-doctor-administration communications, to emergency services, to research, to general business — the list of uses and needs for successful broadband service is endless for a healthcare setting.

We fully support Petersham’s efforts to obtain community wide broadband build-out and thank all the groups and state agencies who are working towards that goal for Petersham and for central andwestern Massachusetts. Please share this letter with those who will find it helpful as they review your project and your request for support.

Sincerely,

Rebecca Bialecki, BSN, PhDVice President, Community Health / Chief Agent of ChangeHeywood Healthcare

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July 12, 2016

To the Community of Petersham:

This letter is sent in support of Petersham’ application to the MBI grant for broadband services. Calix isa longtime partner of Matrix Design Group, who will design, build and operate the Petersham network.

Calix and Matrix have worked in partnership for over five years, starting with the deployment of a Fiber-to-the-Home system (FTTH) in Vermont in 2011. This partnership then expanded to include Massachusetts. Matrix and Calix now wish to serve the underserved in Petersham.

As the largest supplier of fiber optic electronics for FTTH in the United States, Calix has over 800 different service providers deploying fiber to residences and businesses. Calix is currently serving over 50 communities through public-private partnerships. There have been numerous articles and reports written on our successful broadband deployments and the power of these public-private initiatives. This has given Calix a unique perspective on credible builders and operators of fiber access networks. Matrix has been our preferred partner in Massachusetts for good reasons: Expertise, work ethic, honesty and customer service. Matrix has demonstrated time and again that they have the skills and character to build and operate a quality fiber network.

During our 5+ year partnership, Matrix has assisted Calix in making the transition through different generations of fiber access technologies and platforms. Calix has contributed its technical expertise and Matrix its design and operational excellence deploying Gigabit networks in a variety of New Englandcommunities.

Calix has invested significant development resources to ensure that Matrix is able to maintain their leadership. Calix offers total systems solutions, software and field support through its direct sales and support organization

Sincerely,

David Russell

Sr. Solutions Marketing Director

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Brochures and Background Documents (collection in process as of 7/21/16)

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