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					              COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



This Agreement dated for reference __________________, _______

Between:
                                        (Legal name and address of the CAP Network)


                                                                                           (the “CAP Network”)
And:
                   _____________________________________________
                   (Legal name and address of the CAP site operator)
                   _____________________________________________
                                                                                           (the “Operator”)

BACKGROUND FACTS

A. As part of Industry Canada’s Community Access Program (“CAP”), the CAP Network receives funding from
   the federal government to establish and support community access sites for public access to the Internet.
B. The Operator intends to operate a CAP Internet access site in _____________________________ (the “CAP
   Site”).                                                            (Location of CAP Site)

C. The CAP Network wishes to provide funding to the Operator for the purpose of operating the CAP site.

IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES
AGREE AS FOLLOWS:


1.0       REQUIREMENTS FOR OPERATION OF THE CAP SITE

      1.1. In operating the CAP Site, the Operator will meet all of the operational requirements set out in Schedule D
           within 30 days of receiving funding from the CAP Network.

      1.2. The Operator will take ownership, title, and custody of any goods purchased for the operation of the CAP
           Site under this Agreement.

      1.3. The Operator will not dispose of, or cease to use, any goods acquired or previously used for the operation
           of the CAP Site under this Agreement unless it first obtains the written consent of the CAP Network.

      1.4. In the event that the Operator ceases to operate the CAP Site, the operator will immediately surrender the
           ownership, title and custody of any hardware or software acquired with funds provided under this
           agreement to the CAP Network.


2.0       FUNDING

      2.1. The CAP Network will reimburse or advance funds to the Operator for eligible costs, as set out in the
           costing memorandum in Schedule B (the “Eligible Costs”), that the Operator incurs in the operation of the
           CAP Site.

      2.2. The Operator will spend funds received under this Agreement in accordance with the amounts and
           categories of costs as set out in the eligible costs summary in Schedule C.




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              COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



      2.3. The amount of the Operator’s Eligible Costs that will be funded by the CAP Network will not exceed the
           amount indicated for each cost category as set out in the eligible costs summary in Schedule C.

      2.4. The Operator warrants and represents that it has not applied for any other financial assistance for the
           operation of the CAP Site.

      2.5. The Operator will report immediately to the CAP Network any government assistance received by the
           Operator for the operation of the CAP site, other than the assistance provided under this Agreement.

      2.6. Where the Operator has received other government assistance referred to in 2.5 above, the CAP Network
           may reduce the funding agreed to be provided under this Agreement in proportion to such other
           government assistance received by the Operator.


3.0       ACCOUNTING, REPORTING AND AUDIT REQUIREMENTS

      3.1. The Operator must keep a list of all goods purchased for the operation of the CAP Site under this
           Agreement, including evidence of title to those goods.

      3.2. The Operator will gather and report information on the use of the CAP Site to the CAP Network as may be
           required by the CAP Network to meet its reporting obligations to the Minister of Industry (the “Minister”).

      3.3. The Operator will, at its own expense, preserve and make available for audit and examination by the CAP
           Network and the Minister, or the Minister's representatives, the books, accounts, and records of the CAP
           Site and the information necessary to ensure compliance with the terms and conditions of this Agreement.
           This includes the right to conduct such additional audits at the CAP Network’s or the Minister's expense as
           may be considered necessary using audit staff selected by the CAP Network and the Minister.

      3.4. The Operator will provide the CAP Network and the Minister or the Minister’s representatives reasonable
           access to the Operator’s premises, including third parties under contract with the Operator for the
           operation of the CAP Site, and any premises where work related to the operation of the CAP Site takes
           place to assess the progress of the CAP Site operation or any element thereof and supply promptly on
           request such information as the CAP Network or the Minister may reasonably require for statistical or
           project evaluation purposes.

      3.5. The Operator will retains its books, records and supporting documents relating to the operation of the CAP
           Site under this Agreement, including Eligible Costs, for three years following the expiry date of this
           Agreement, and will allow the CAP Network or the Minister to have access to such documentation for
           auditing and program evaluation purposes.


4.0       TERM

      4.1. This Agreement expires on March 31, 2003.


5.0       TERMINATION AND DEFAULT

      5.1. Either party may terminate this Agreement after a minimum of seven days written notice to the other
           party.




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              COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



      5.2. If, at any time, the CAP Network is of the opinion that the Operator has failed to operate the CAP Site in
           an acceptable manner or has failed to fully comply with this Agreement, the CAP Network may terminate
           this Agreement immediately by giving written notice to the Operator.

      5.3. If, for any reason, the contribution agreement for financial support of CAP between the CAP Network and
           the Minister is terminated, then this Agreement will be terminated immediately regardless of whether the
           CAP Network has provided notice to the Operator.


6.0       INDEMNITY

      6.1. The Operator shall indemnify and save harmless the CAP Network and the Government of Canada from
           and against all claims, demands, losses, damages, and costs of any kind based upon injury to, or death of, a
           person, damage to, or loss of, property arising from any wilful or negligent act, omission or delay on the
           part of the Operator or its servants or agents, in the operation of the CAP Site.


7.0       GENERAL

      7.1. Neither party may assign this Agreement, part of this Agreement, or an amount payable under this
           Agreement, without the prior written consent of the other party.

      7.2. This Agreement is binding on the parties and their successors and permitted assigns.

      7.3. Any provision of this Agreement prohibited by law or otherwise ineffective will be ineffective only to the
           extent of such prohibition or ineffectiveness and will be severable without invalidating or otherwise
           affecting the remaining provisions of the Agreement.




IN WITNESS WHEREOF the parties to this Agreement, by their duly authorized representatives, have executed this
Agreement.




             (Legal name the CAP Network)                                     (Legal name of the CAP site Operator)


                      Signature                                                            Signature


                     Printed Name                                                        Printed Name


                        Title                                                                 Title


                        Date                                                                  Date




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             COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



                                                   SCHEDULE D
                              OPERATIONAL REQUIREMENTS FOR CAP SITE

To ensure a minimum level of service across the national network of CAP Sites, the Minister has established the
following requirements.

1.   Have at least one printer and two computers that offer public internet access
2.   Be fully open to the general public a minimum of 20 hours per week
3.   Clients have capability to send and receive email
4.   Urban networks: at least 25 per cent of total network hours are evening and weekend hours
5.   Rural sites: at least 25 per cent of total site hours are evening and weekend hours
6.   A qualified person must be available to assist the public during operating hours.
7.   Formal orientation for users must continue to be available, on location in CAP Sites or through the CAP
     Network on a group or individual basis. Topics shall include general orientation to the Internet, using e-mail,
     Web searching, finding government information and using government services on-line.
8.   CAP Sites must also provide:
         a) access to the Information Highway using a graphical browser;
         b) sufficient connection bandwidth to ensure users can view World Wide Web pages in a comfortable,
            efficient manner, with a minimum Internet access speed of 56 kbps and preferable speed of 128 kbps;
         c) the capability to send and receive e-mail;
         d) a location that meets local standards for physical accessibility by persons with disabilities;
         e) a reasonable level of electronic accessibility either on-site or through coordination with local CAP
            Sites; and
         f) printing facilities, which may operate on a user-pay basis; and client Internet software applications,
            such as e-mail, audio/video players and Usenet newsgroup reader.
9.   CAP Sites must implement Neil Squire Foundation accessibility recommendations (thirteen steps) as described
     in http://www.neilsquire.ca/ under Community Access Program Accessibility Workshop “Power Point
     Presentation on how to transform an inaccessible workstation”.
10. CAP Sites must continue to implement an acceptable use policy and to communicate it to the public who use
    the CAP facility. The Media Awareness Network Web site (http://www.webawareness.org) provides
    valuable insight into issues surrounding Internet usage policies. For more information on acceptable use
    policies, visit the LibraryNet site (http://ln-rb/e/doing/pol.html).
11. CAP Sites must create a Web page using a template that will be provided. This Web page may be used as the
    CAP Site homepage or may be accessible via a link on the CAP Site’s homepage of choice via a standard button
    that will be provided.
12. The CAP site must display the CAP supplied signage in the following areas:
         a) near computer terminals;
         b) next to the entrance of the public access lab; and
         c) in an area visible from the main entrance to building.
13. Individual CAP Sites must co-operate with other CAP Sites in the CAP Network to share information and to
    address operating issues and services to users that are of mutual interest.




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              COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



                                                   SCHEDULE B
                                           COSTING MEMORANDUM

1.   General Principle
     The total Eligible Costs for the operation of the CAP Site will be the sum of the applicable Direct Costs which,
     in the opinion of the Minister, are reasonable and properly incurred in the operation of the CAP Site, less any
     applicable credits. These costs will be determined in accordance with the Operator’s cost accounting system, as
     accepted by the Minister and applied consistently over time.

2.   Related Parties
     Costs of goods or services acquired from parties related to the Operator, including third parties, must be valued
     at the cost to the supplying entity as determined by this costing memorandum. The eligible cost of these
     acquisitions shall not include any mark up for profit or return on investment and shall not exceed fair market
     value. The Minister will not have to consider the eligibility of any of these costs unless access is provided to
     the relevant records of the supplying entity.

3.   Direct Costs
     There are three categories of Direct Costs:
         a.   Direct Material Costs, meaning the cost of materials which can be specifically identified and
              measured as having been used or to be used in the operation of the CAP Site and which are so
              identified and measured consistently by the Operator’s cost accounting system. All direct materials
              charged to the operation of the CAP Site shall be at the net laid down price after deducting all trade
              discounts and similar items;
         b.   Direct Labour Costs, meaning that portion of gross wages or salaries incurred for work which can be
              specifically identified and measured as having been performed or to be performed in the operation of
              the CAP Site and which is so identified and measured consistently by the Operator’s cost accounting
              system.
              The payroll rate to be used is the actual gross pay rate for each employee (normal periodic
              remuneration before deductions) working on the operation of the CAP Site. The payroll rate excludes
              all premiums (e.g., overtime), shift differentials and any reimbursement or benefit conferred in lieu of
              salaries or wages. In lieu of fringe benefits, an allowance of twenty percent (20%) of the Direct
              Labour Costs may be claimed;
         c.   Other Direct Costs, meaning those applicable costs, not falling within the categories of Direct
              Material or Direct Labour, but which can be specifically identified and measured as having been
              incurred or to be incurred in the operation of the CAP Site and which are so identified and measured
              consistently by the Operator’s costing system.
              Eligible travel costs are those which are deemed necessary for the operation of the CAP Site. To be
              eligible, travel costs must be clearly documented as to the purpose of each trip. Costs incurred for
              travel shall be governed by the rates established in the Treasury Board Travel Policy: http://www.tbs-
              sct.gc.ca/travel/travel_e.html. Travel expenses, at economy rates, shall be charged at actual costs,
              but only to the extent that they are considered reasonable by the Minister; and
         d.   CAP Network Management Costs, meaning costs incurred for managing the operation of the CAP
              Site including accounting, legal and human resources, training, purchasing, shipping, installation and
              maintenance of equipment. These costs may not exceed fifteen percent (15%) of the total Direct Costs.

4.   Goods and Services Tax
     Only that portion of the Goods and Services Tax which is not refundable by the Canada Customs and Revenue
     Agency as an Input Tax Credit or as a Rebate can be claimed as an eligible cost. Only that portion of the
     Provincial Sales Tax which is also not refundable by the respective provincial tax authority can be claimed as
     eligible cost.




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               COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



5.   Credits
     The applicable portion of any income, rebate, allowance or any other credit relating to any applicable direct or
     indirect costs, received by or accruing to the Operator will be credited to the operation of the CAP Site.

6.   Eligible Costs
     The eligible costs under the program are the reasonable costs directly related to the activities mentioned in
     Schedule D. Without limiting the generality of the foregoing, the following costs are eligible:
         a.    purchases of related new and used hardware, software and services;
         b.    applications development;
         c.    equipment adaptation and upgrades;
         d.    network operations;
         e.    office and office equipment rental and expenses;
         f.    equipment rental and expenses;
         g.    salaries;
         h.    contract fees for services;
         i.    domestic travel in accordance with Treasury Board guidelines;
         j.    public relations; and
         k.    communications costs.

7.   Other Costs
         a.    Training
               Tuition fees and related costs for special training through attendance of courses, conferences, seminars,
               and similar events, dealing with topics and subject matter directly related to the CAP Site.

         b.    Rentals
               Costs of renting equipment essential to the operation of the CAP Site are eligible.

         c.    Licence Purchase
               Costs associated with the purchase of single-use licences for special software, networking, other
               specialized computer boards, and/or equipment, as well as the one-time purchase of a licence,
               registered industrial design, trademark, copyrighted work, trade secret, other intellectual property right.
               Any other related data right, that is fundamental to the operation of the CAP Site and/or the
               commercial exploitation of its results, will be eligible, provided such costs are specifically identified in
               Schedule D, or otherwise approved by the Minister, in writing, prior to being incurred.

         d.    Audit Costs
               If expressly approved in writing by the Minister, eligible costs may include the cost of professional
               accountants certifying the accuracy of any costs claimed.

         e.    Other Costs
               Other costs considered direct and necessary for the successful operation of the CAP Site may be
               eligible if identified in Schedule D or approved in advance by the Minister.




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COMMUNITY ACCESS PROGRAM SITE FUNDING AGREEMENT



                            SCHEDULE C
                      ELIGIBLE COSTS SUMMARY



        Cost Category                         Industry Canada
                                         Cash Contribution 2002-2003

      Hardware/software                              $

     Telecommunications                              $

      Human Resources                                $

       Accommodation                                 $

           Other                                     $

          Sub Total                                  $



    Network Co-ordination                            $

            Total                                    $




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