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HomeMy WebLinkAboutALTERNET NETWORKS, INC. 1-2007 INSURANCE ON FilE WORK tAA"1 PROCEED UNi\L INSURANCE EXPIRES 9-Q..of ClERK OF COUN~ ?J)\11 OA1E'.~O\J 0 Z) . P I'ce / FiSC"C4\ (2 o . ~r~ BroVII~ THIS AGREEMENT, made and entered into this 7th day of September, 2007 by and between Alternet Networks, Inc., a California corporation (hereinafter "Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City"). A-2007 -241 - CONSULTANT AGREEMENT RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of technical design integration and functionality for surveillance networks. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. DELIVERY OF WORK PRODUCT Consultant shall deliver to City any work product which results from the services provided. Said work product shall be submitted in hard copy and produced in a form compatible with City's computer system, as agreed between the Project Manager and Consultant. In regard to all copyrightable material produced as a deliverable under this Agreement, including but not limited to books, reports, plans, photographs, drawings, films, recordings, videotapes, and computer programs, Consultant agrees, for itself and its affected officers, employees, agents, contractors, and volunteer workers, that (a) other such material may not be copyrighted without prior review from the City, and (b) the authors of all such material, whether copyrighted or not, award to the City, and to its officers, agents and employees acting within the scope of their official duties, as a condition of payment to the Consultant, a royalty-free, nonexclusive, irrevocable license throughout the world for governmental purposes to disclose, publish, translate, reproduce, and use such materials. ALTERNETNETWORKSPROPIDETARY AL TERNET NETWORKS PROPRIETARY 3. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services, an hourly rate of$85.00. The total sum to be expended under this Agreement shall not exceed $45,000.00 during the term of this Agreement. b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 4. TERM This Agreement shall commence on the date first written above and terminate on completion of the project tagging and delivery of the final specifications, unless terminated earlier in accordance with Section 13, below. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: 11 ALTERNET NETWORKS PROPRlET ARY AN-SW-0100 3.3 AL TERNET NETWORKS PROPRIETARY a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence. Consultant shall supply City with a fully executed additional insured endorsement in substantially the form attached hereto as Exhibit B upon execution of this Agreement and shall be approved in form by the City Attorney. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non-owned automobiles. c. Worker's Compensation Insurance. In accordance with the provisions of Section 3300 of the Labor Code, Consultant, if Consultant has any employees, is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved in form by the City Attorney. (iii) Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. 111 AL TERNET NETWORKS PROPIDETARY AN-SW-0100 3.3 AL TERNET NETWORKS PROPRIETARY f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not effect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 7. INDEMNIFICATION Consultant agrees to and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including health, and claims for property damage, which may arise from the direct or indirect operations of the Consultant or its contractors, subcontractors, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. 8. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be IV AL TERNET NETWORKS PROPIDETARY AN-5W-0100 3.3 ALTERNET NETWORKS PROPRIETARY disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 9. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 10. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by telefacsimile or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 telefacsimile (714) 647-6956 With courtesy copies to: Santa Ana Police Department Attn: Mike Lewellen 60 Civic Center Plaza (M-97) P.O. Box 1988 Santa Ana, California 92702 te1efacsimile (714) 245-8007 and City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 telefacsimile (714) 647-6515 To Consultant: Alternet Networks 1201 E. Fairhaven Ave., Ste 20H Santa Ana, California 92705 Attn: Matthew Etesham A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If v ALTERNETNETWORKSPROPIDETARY AN-$W-0100 3.3 AL TERNET NETWORKS PROPIDET ARY sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by telefacsimile, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 11. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 12. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 13. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. VI ALTERNET NETWORKS PROPRIETARY AN-SW-0100 3.3 AL TERNET NETWORKS PROPRIETARY 14. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 15. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 16. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 17. MISCELLANEOUS PROVISIONS a Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. II II II V11 ALTERNETNETWORKSPROPRIETARY AN-SW-0100 3.3 ALTERNETNETWORKSPROPIDETARY IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. County of Orange, State of California ATTEST: vi/ BY:~~~ -At" Pa . . E. Healy I \ ' CIer1< of the cOOhcir CITY OF SANTA ANA, a municipal Corporation of the Sate of California ~ By: ~ David N. Ream City Manager RECOMMENDED FOR APPROVAL: By: "/~~ . " i \ J By: -C~\...~, \.A... \i '-". Paul M. Walters Chief of Police APPROVED AS TO FORM: Title CEO & President Tax ID# 51-0650290 - - Vlll AL TERNET NETWORKS PROPRIETARY AN..sW-0100 3.3 ALTERNET NETWORKS PROPIDETARY Santa Ana Police Department Homeland Security Surveillance System Statement of Work Doc Number AN-SW-OlOO Rev 3.3 August 7, 2007 The information contained herein is proprietary and should not be duplicated or the contents disclosed or released without the specific written and signed permission by Matthew Etesham of Alternet Networks, Inc. IX ALTERNETNETWORKSPROPIDETARY AN-SW-0100 3.3 ALTERNETNETWORKSPROPRIETARY Table of Contents 1 Introduction... ............................................................................................................ 12 2 Applicable Documents...............................................Error! Bookmark not defined. 3 Project Management....................... .................................................. ........................ 12 3.1 Organization...... ... ........................ ........ ..... .............. ...... ...... .............................. 12 3.2 Program Meetings and Reports......................................................................... 13 3.2.1 Bi~ Weekly Status reviews ......................................................................... 13 3.2.2 Monthly Program reviews.. .................... .......... ................................ ......... 13 4 Product Assurance... ........ .......................................................................................... 13 4.1 Configuration Management .............................................................................. 13 4.2 Reliability and Maintainability ....... ......................... ............ ................. ............ 13 4.3 Hardware Identification............................... ..................................... ................ 14 4.4 Receiving Inspection............................... ........................................... ............... 14 4.5 Software Identification....................... ..................... .......................................... 14 4. 6 On~Site Liaison. .... .......................... .......... ......... ............ ............. ............ .......... 14 4.7 Change Review Process .................................................................................... 14 5 System Engineering.................................................................................................. 15 5.1 System Design......................................... ....... ................................................... 15 5.2 Interface Definition....... ............... .................. ................................................... 15 5.3 Design Engineering Support for Facility .......................................................... 15 5.3.1 Operational Areas ..................................................................................... 15 5.3.2 Facility Architectural Requirements ..........Error! Bookmark not dermed. 5.3.3 Power, Grounding and HV AC .................................................................. 16 5.3.4 Code Compliance........... ..... ................ ........ ................................. ............... 5 6 Technical Reviews............................. ................... ...... .............................................. 16 6.1 Critical Design Review ..................................................................................... 16 6.2 Ad Hoc Design Reviews ................................................................................... 17 6.3 Interface Control Working Groups ................................................................... 17 6.4 Substantial Completion................... ............ ...... .......... ..................... ................. 18 6.5 Final Acceptance..... .............................. ......................... ......................... .......... 18 7 Deliverables .............. ........................ .................. ............. ......................... ................ 19 7.1 Surveillance System .......................................................................................... 19 7.2 Surveillance System Software .......................................................................... 19 7.3 Documentation.................. ................................................................................ 20 7.3.1 Documentation Marking ........................................................................... 20 7.3.2 Deliverable Documentation ....... ........... ...... ........ ............. .............. ........... 20 x ALTERNET NETWORKS PROPIDET ARY AN-SW-0100 3.3 AL TERNET NETWORKS PROPRIETARY 7.3.3 Delivery of Documentation........ .................. .... ......... .............................. 222 8 Shipping and Installation................................................................................. ......... 12 8.1 Shipping........ ........................ ............................................................. .... ........... 12 8.1.1 Hardware at SAPD .................................................................................... 12 8.1.2 Software at SAPD ..................................................................................... 13 8.2 Testing. ........ ................ ...... ... ... .... ..... ....... ........ .... .............. .... ......... ...... ... ..... ..... 13 8.3 Site Acceptance Testing .................................................................................... 14 8.3.1 Testing at SAPD........................................................................................ 14 8.3.2 Testing at SAPD Designated Facilities..................................................... 14 9 System Site Test......... ...... ................................................ ..................................... 15 9.1 Test Documentation .......................................................................................... 15 10 SAPD Furnished Items.......................................................................................... 16 10.1 SAPD Furnished Information ........................................................................... 16 11 Consultant's Proposal ........................................................................................... 16 Xl ALTERNET NETWORKS PROPRIETARY AN-SW-0100 3.3 1. INTRODUCTION The Santa Ana Police Department Homeland Security Division (SAPO) has established a requirement for a new surveillance system that will allow an easy migration into collecting, recording and redistributing an end to end Internet Protocol (IP) system. The system discussed in this Statement of Work (SOW) will accept both National Telecommunications Standards Control (NTSC) and High DefInition (HD) source video, and output an IP based video stream at NTSC and/or HD. This SOW defmes services to be performed by Alternet Networks (referred to as "Consultant" through the rest of this document) for SAPO during the Request for Proposals (RFPs), Design, Engineering and Development of Specifications of the Next Generation Surveillance System and through Final Acceptance phases. This SOW also defines the services, facilities and materials to be furnished by SAPO and the consolidation of information that will support the Consultants' efforts. The Consultant shall engineer, design and develop specifications for the Next Generation Surveillance System in accordance with SAPO Surveillance System Requirements. In order to minimize problems during the system design and engineering phases to most efficiently complete this project, this SOW defmes the working relationship between the Consultant, SAPO, and Constants' and/or SAPO's contractors and partners. 2. APPLICABLE DOCUMENTS The following documents are incorporated as part of this Statement of Work as referenced herein: 1. OSHA Part 1910, Occupational Safety and Health Act 3. PROJECT MANAGEMENT 3.1 Ol1!anization The Consultant shall identify a Program Management Officer (PMO), and in particular, a Program Manager, to act as its representative in dealing, planning and executing the implementation of designing, engineering and developing specifications for the Next Generation Surveillance System with SAPO. The Program Manager shall serve as a single point of contact with sufficient authority to address all SAPO concerns. The PMO shall provide an overall Project Implementation Plan (PIP) with the submittal of the first program report and shall provide updates to such plan as required. The PIP shall describe the project organization and schedules and the responsibilities of each organization. The PMO will also be responsible for managing the technical meetings that are defined below in Section O. 12 AL TERNET NETWORKS PROPIDETARY AL TERNET NETWORKS PROPRIETARY 3.2 Proe:ram Meetine:s and Reports 3.2.1 Hi-Weekly Status reviews Informal Status Reviews will be held Bi- Weekly, generally by teleconference. A written agenda shall be submitted one day prior to meeting via electronic mail by the Consultant. Review subjects will be last period activities, next period activities, issues and schedule status. 3.2.2 Monthly Program reviews Program Reviews shall be conducted Monthly, at SAPD facilities in Santa Ana Reviews are anticipated to last a half day and shall incorporate technical issues to management issues. Progress/Status Reports shall be delivered by the Consultant prior to the start of this meeting identifying progress over previous reporting period, activities planned for next reporting period, and a description of issues, concerns and contingency plans. An updated project schedule shall be submitted with each report in hard copy and electronic Microsoft Project format. Program Reviews may be combined with the Design Reviews as a matter of convenience. Program Reviews at SAPD will include management status reviews. The purpose of the management status reviews is to permit program management and higher levels of management to review the overall administration and fInancial status of the program. 4. PRODUCT ASSURANCE 4.1 Confie:uration Manae:ement The Consultant shall establish a product assurance program to define and implement appropriate standards for product development, documentation and production. The Consultant shall define and implement a configuration management system for documentation of hardware and software configuration control. A report by the quality assurance organization shall be provided at each Program Review. SAPD shall have the right to review quality assurance documentation. During the design and development stages of this contract, the Consultant's quality assurance organization shall ensure that the drawings and specifications specify the proper workmanship standards and other quality provisions for the equipment such as the equipment fabrication, assembly, and test procedures. All drawings, engineering change orders, specifications, test documents, and inspection instructions used for the design, engineering, RFPs and operations shall be under the Consultant's quality control procedures. This control shall include quality assurance inspections to the latest drawings. SAPD will have the right to inspect the procedures to the most current drawing revisions at any time over the course of this contract. Software revisions for development, production and post-production versions of the Surveillance System shall be kept under configuration control. SAPD shall review all software design, engineering, production and accompanying implementation plans prior to RFPs phases. The Consultant shall ensure that all revisions of Surveillance System software components are compatible with all other Access Control, Traffic Control, HV AC, SCADA and other deemed software and hardware elements and interfaces that will interface with the overall scope and future scope of the Next Generation Surveillance System. 4.2 Reliability and Maintainability The Consultant shall create the requirements for reliability and maintainability of the Next Generation Surveillance System as delineated within a technical specifications. Demonstration of 13 ALTERNETNETWORKSPROP~ETARY compliance with these requirements shall be in accordance with the Next Generation Surveillance System Test and Production Plans. As a part of the Next Generation Surveillance System Test, the Consultant shall conduct a maintenance demonstration of mean time to repair SAPD selected failure conditions. Until SAPD's Final Acceptance of the Next Generation Surveillance System RFPs, the Consultant shall maintain failure records on each failed software and hardware system which shall become a part of the test report. Upon request, these failure records shall include the serial number of the unit, estimated running time, identification of the component that failed, and an analysis of the particular failures, including root cause and recommended corrective action, and direction of the Next Generation Surveillance System for RFPs. 4.3 Hardware Identification The Consultant shall maintain a system for identifying the inspection status of all equipment. Identification may be accomplished by means of stamps, tags, routing cards, move tickets, or other normal control devices. This identification shall include the revision level of the documentation used for inspection. Serial numbers shall be assigned to all major sub-assemblies in accordance with Consultants' tagging policies, and to any assembly that contains a serialized or repairable sub-assembly. 4.4 Reeeivine: Inspection Receiving inspection shall be performed by the Consultant to assure that procured items for the design and engineering phases meet the requirements of the contract and procurement documents prior to their being incorporated into deliverable RFPs. The extent of inspection shall be consistent with the nature and intended application of each article 4.5 Software Identification The Next Generation Surveillance System shall include a method of identifying the versions of all software modules in the Security System. Identification of all field downloadable software components must be accomplished by means of software query. Identification of software components which cannot be changed in the field must be accomplished by means of software query or stamps, tags, routing cards, move tickets, or other normal control devices. 4.6 On-Site Liaison The Consultant shall, if required, provide an on-site liaison to aid the PM during the design, engineering and/or testing phases. The representative shall act as an employee of the Consultant under the direction of the Consultant and employment shall be terminated with the liaison at any time either by the request ofSAPD or at Consultant's discretion. 4.7 Chane:e Review Process SAPD and the Consultant shall jointly participate in a Change Review Board ("CRB") which is chaired by SAPD. The CRB will review and approve/disapprove potential changes in the contract baseline documentation. Contract baseline documentation consists of all Interface Control Documents and Functional Specifications (lCD's listed in Table 1). The CRB shall meet as often as required to expeditiously address accumulated change proposals. For changes impacting the scope of the SOW, the CRB approval does not constitute contractual go ahead for a change until such changes are incorporated into a contract change order issued through SAPD, 14 I AL TERNET NETWORKS PROPIDET ARY and such change order shall only become effective upon written agreement by an authorized representative of each of the parties. 5. SYSTEM ENGINEERING 5.1 Svstem Desim The Consultant shall provide documentation, including specifications, for the hardware, software and/or other products required for the Next Generation Surveillance System. Each major revision of the deliverable documentation shall be provided to SAPD. SAPD may provide written comments on the specifications that must be addressed by the Consultant. The Consultant shall be willing to hold discussions with SAPD and any other third party vendors that SAPD sees fit. 5.2 Interface Defmition lCD's and functional specifications shall fully define all aspects of the interfaces between the Next Generation Surveillance System and other systems, including all electrical, physical, signal, protocol, logical, timing and other characteristics needed by SAPD not mentioned herein. The lCD's and functional specifications which include Next Generation Surveillance System interfaces are indicated in Table 1. Interface Control Documents and Functional Specifications. The Next Generation Surveillance System will be integrated to any and all interfacing equipment at any SAPD facility and SAPD deemed facility. The Consultant shall provide technical documentation on integration hardware, software, usage, testing, planning, design, engineering, operation and any other required functional uses that SAPD deemed facilities will require the RFPs phases. This support shall be provided through final acceptance. It shall include integration support to identifY and resolve interface incompatibilities between interfacing subsystems. The Consultant shall work cooperatively with those responsible for interfacing subsystems and recommend to SAPD the optimum system solution (irrespective of which subsystem is at "fault") for correcting the deficiency. Table 1. Interface Control Documents and Functional Specifications Interface Control Document Doc Responsible Doc Number Hardware definition Alternet Networks Software definition Alternet Networks 5.3 Desim Entrineerine. SUDDort for Facility 5.3.1 Operational Areas The Consultant shall support and or lead all SAPD facility engineering meetings. These meetings shall define the architectural, mechanical, electrical and aesthetic design and engineering for the integration of the Next Generation Surveillance System. The Consultant shall support and assist SAPD for all Next Generation Surveillance System working and operational spaces which shall be analyzed and reviewed to establish design and engineering criteria. 15 ALTERNET NETWORKS PROPRIETARY 5.3.2 Facility Architectural Requirements As SAPD releases preliminary architectural plans, the Consultant shall review and comment on these plans from the perspective of room layout and dimensional requirements. 5.3.3 Power, Grounding and HV AC The Consultant will participate in the design, engineering, specification and testing of the facility power and heat design. Consultant or SAPD shall obtain a qualified contractor that will provide required power and heat loads on a rack-by-rack and subsystem-by-subsystem basis deemed by Consultant. All special power (voltage, phase or current other than 120V, single phase, 20 Amps) and normal requirements, (voltage, phase or current that is 120V, single phase, 20 Amps) shall be delivered to SAPD in writing at Critical Design Reviews. 6. TECHNICAL REVIEWS The Consultant shall conduct the technical reviews listed below over the course of the contract. The schedule for the contract begins with the Effective Date of Contract ("EDC"). The EDC shall be the date agreed upon by SAPD and Consultant, and does not require a completed contract. Design plans, performance analysis, project summaries, drawings, and other documentation required to evaluate the overall status and interoperability of the Next Generation Surveillance System performance shall be incorporated into the review package for presentation to SAPD. As a minimum, the following Technical Reviews shall be conducted: . Critical Design Review (CDR) TBD · Ad Hoc Design Reviews as needed · Interface Control Working Groups as needed . Substantial Completion Review TBD . Final Acceptance Review TBD The Consultant shall provide written minutes and action items of all Technical Reviews, including ICWG's and ad hoc reviews, within five (5) working days of each review. All action items shall be tracked by the PMO to closure. The Consultant's performance, including the witnessing of all formal testing, shall be subject to witness by SAPD. In the event of a specific request in writing by SAPD, the Consultant shall provide the SAPD duly authorized representative complete access to all documentation relating to the Next Generation Security System integration design, engineering, planning, testing and RFPs phases. 6.1 Critical Desio Review The Critical Design Review (CDR) shall be conducted at SAPD's facility. The CDR shall present the Next Generation Surveillance System design at the detailed design level. The purpose of the CDR is to document the full compliance of the Next Generation Surveillance System design (by test or analysis) to the requirements of SAPD specification prior to the Next Generation Surveillance System RFPs and installation phases. The Consultant shall present its 16 ALTERNETNETWORKSPROPRIETARY final designs which shall include block diagrams in final form, functional drawings, final product specification, Interface Control Documents and all other required drawings. Emphasis shall be placed on the plan for design validation and acceptance testing as well as the analyses, hardware commonality, or other test results needed to support the designs presented. The Consultant shall present the Design Acceptance and Site Acceptance test plans for review. A Cable Management Database shall be provided that defines all Next Generation Surveillance System cabling. The database shall uniquely track all physical cables, logical cables (i.e. multi- segment cable runs) and routing path in any and all owned and/or operated City of Santa Ana facilities, streets, intersections, crossways, highways, train crossings, leased lines and/or city owned data installations. Upon CDR completion, all Next Generation Surveillance System and subsystem detailed design shall exist which implements all contractual requirements. To the extent the Consultant's fmal designs will create specifications for the Next Generation Surveillance System, the parties shall work in good faith towards a mutually agreeable specification for all SAPD and SAPD deemed facilities. The CDR process shall consist of the following: · Delivery to SAPD, two (2) business days prior to the review, of the CDR Data Package including: Detailed Next Generation Surveillance System drawings (layouts, elevations, GPS, cable synoptics, schematics, wire lists, etc.) - SAPD shall help supply any required data Detailed interface drawings Test plans for Next Generation Surveillance System at SAPD and throughout the City of Santa Ana, and system test to be supplied near the completion of the project. . Conduct CDR. · Develop written response, within 5 business days, to any SAPD comments not resolved at the review. . Identification of compliance issues to ICD requirements Completion of the CDR milestone shall be deemed complete when the CDR process is complete as defined above, and that SAPD provides written confirmation that a final design is complete. 6.2 Ad Hoc Desim Reviews Ad hoc design reviews will be held as required. The Consultant shall provide a summary of direction and decisions reached in ad hoc meetings within five (5) working days after the meeting. 6.3 Interface Control Workine: Groups The Consultant shall participate in Interface Control Working Groups (ICWG's) as needed. These meetings will be held when necessary to work out interface and interoperability issues between different SAPD hardware, software and other vendors. ICWG's will also insure that the lCD's are complete and accurate. ICWG meetings shall continue through site design and engineering of the Next Generation Surveillance System. In some cases, SAPD may require the Consultant to directly communicate with other vendors to ensure interface compatibility and 17 AL TERNET NETWORKS PROPRIETARY reliable functionality as part of this interface development activity. These meetings will be organized by either SAPD or Consultant. 6.4 Substantial ComDletion The Consultant shall conduct the Substantial Completion review that addresses the milestone requirements listed in this section. · Consultant shall design, engineer, specify, develop and test equipment as required in the Statement of Work agreement. · Consultant shall have completed delivery of all documentation required by this Statement of Work. · Completion of SAPD and SAPD deemed facility architectural, electrical and aesthetic design and engineering site acceptance. 6.5 Final AcceDtance The Consultant will conduct the Final Acceptance Review that addresses completion of the contract. Successful completion of Final Acceptance requires the following. · Completion of all Next Generation Surveillance System features as defined in Next Generation Surveillance System Specification. . Mutually agreeable RFPs for submittal. · RFPs that have been submitted, product received and closed. SAPD will have a period of 30 days from Final Acceptance Review to demonstrate any non- compliance of the SAPD Next Generation Surveillance System Requirement Specification. A "Punch List" will be established, which shall be a list of all SystemlProduct non-conformances with the Specifications. Each issue on the Punch List shall be categorized by mutual agreement according to the following categorizations: Level 1 - Nonconformities to the Specification which either prevents the System being put into operation or which would significantly impact the day to day operation of the System. Level 2 - Nonconformities to the Specification which require rectification but which would not prevent the System being put into operation nor impact the day to day operation of the System. Level 3 - Issues which do not amount to a nonconformity to the specification but which the Consultant had agreed to (acting reasonably) to address e.g. a ''wish list". Consultant agrees to in good faith to resolve all the items on the Punch List. If no material non- conformances are identified or all Level 1 and Level 2 non-conformances have been resolved, and Consultant has provided all remaining Deliverables required under the Statement of Work, the Next Generation Surveillance System shall be deemed to have successfully passed "Final Acceptance" and SAPD shall so certify to Consultant. SAPD shall not unreasonably withhold such certification. Usage of the Next Generation Surveillance System and or Specifications by SAPD prior to such certification shall not imply that Final Acceptance has been granted. 18 AL TERNET NETWORKS PROPRIETARY If on the sixtieth day (60th) day after Final Acceptance Review, Consultant has not resolved the Levell non-conformances, SAPD may reject the SystemlProducts as set forth below. If SAPD has not rejected the System, but has failed to certify Final Acceptance within 10 days, the System shall be deemed to have passed Final Acceptance. If SAPD rejects the Next Generation Surveillance System Specifications or any portion thereof for failure to pass the aforementioned acceptance criteria, then Consultant will work diligently to correct any non-conformances noted and, when such corrections are made, will give SAPD notice thereof. SAPD will have ten (10) working days from such notice to inspect and either accept or in good faith reject the Next Generation Surveillance System or any portion thereof in the manner set forth in this Section provided, however, SAPD can reject only on the grounds that the non-conformances raised in the previous inspection are not corrected; if SAPD again so rejects same, then Consultant will diligently work to correct any non-conformances noted. If non-conformances continue one hundred and twenty (120) days from Final Acceptance Review, SAPD may in good faith provide Consultant with written notice pursuant to the Agreement of SAP D's intention to terminate the Agreement due to Consultant's default. Thirty days after Consultant has given SAPD notice those corrections have been made, if SAPD has failed to inspect the System Specifications and either accept it and certify Final Acceptance or reject it in accordance with this section, the System shall be deemed to have passed Final Acceptance. 7. DELIVERABLES 7.1 Next Generation Surveillance System The Consultant shall engineer, design, develop, specify, test and oversee the Video, Audio and Data Networks in accordance with the Next Generation Surveillance Specification. 7.2 Next Generation Surveillance System Software The Consultant shall engineer, design, develop, test, specify, create any and all RFPs, and oversee software and hardware integration in accordance with the Next Generation Surveillance System Specification. All ''user'' configurations, including equipment firmware, shall be fully documented. Each software release shall include a Software Operators Manual or change pages which document the following: · Software start-up Procedures . Software shut-down procedures · Software operating procedures · Software upgrade procedures · Troubleshooting procedures · Software configuration data The Consultant shall furnish all root level/system administrator passwords and privileges. Each software release shall include aVersion Description Document which documents the following: 19 AL TERNET NETWORKS PROPRIETARY Filenames of all files contained within the release A list of all known software defects, errors and/or anomalies contained within the software delivery. A list of all new features, corrections and/or modifications contained within the software delivery 7.3 Documentation 7.3.1 Documentation Marking All product and/or design documentation generated or procured by the Consultant that represents non-standard products or unique features for the SAPD design shall be marked "SAPD Proprietary." The Consultant shall not release any hard copy or electronic copy identified as such unless there is prior written authorization from SAPD. All such marked documentation, physical or electronic, shall be restricted to SAPD personnel and Consultant with specific project related needs for access to the information via written authorizing documentation signed by both Consultant and SAPD. 7.3.2 Deliverable Documentation Technical documentation shall be provided in written and electronic formats. Acceptable electronic formats include Microsoft Word, Microsoft Excel, Visio, AutoCAD and Adobe Acrobat. All documentation shall be in English. Technical documentation shall be delivered to SAPD as defmed in the table below. 20 AL TERNET NETWORKS PROPRIETARY Table 2. Deliverables Document Deliverable Timeframe Responsible Comments Pro2ram Mana2ement Office Project Implementation Plan At EDC: 50 hours Consultant Microsoft Project Bi-Weekly Meeting Agenda due 1 day prior to Consultant Meeting: 1 hour Monthly Status Update Meeting Progress/Status Reports Consultant due at meeting: 1 hour Meeting Minutes/Action Plans 5 days after Meeting: 1 Consultant For all hour meetings S stem Enltineerin2 Next Generation Surveillance At EDC: 25 hours Consultant System Specification Block Diagrams At EDC: 25 hours Consultant Consultant Specification At EDC: tOO hours Consultant Power/Heat Loads per Site and/or At CDR: to hours Consultant Rack Unit Reliability Predictions At CDR: 5 hours Consultant Rack Layouts and Elevations At CDR: 2 hours Consultant Power Connection Table At CDR: 3 hours Consultant Wiring Schematics & Wire Lists At CDR: 5 hours Consultant Software Software User's Operation At Substantial Consultant Manual Completion: 30 hours Version Description Documents As Required: 1 hour Consultant Test Master Test Plan At CDR: 20 hours Consultant Factory Acceptance Test Plan 15 Days before test: 20 Consultant hours Factory Acceptance Test Report 15 Days after test: 20 Consultant hours Site Test Plan 15 Days before test: 10 Consultant hours Site Test Report 15 Days after test: 30 Consultant hours Operations Operations, Maintenance & RFPs Release: 100 hours Consultant Troubleshooting Guide All drawings shall be delivered in As-Built form, accurately reflecting the configuration of the Next Generation Surveillance System and Specifications. An audit may be conducted by SAPD to validate the as-built configurations are properly reflected by such documentation. An As-Built Inventory List shall be delivered for tracking of all deliverable equipment items. The Consultant shall tag all separable functional items that have a part number, are testable, 21 AL TERNET NETWORKS PROPRIETARY maintainable or otherwise identified by SAPD. Property ID tags will be furnished by SAPD for any cataloging of hardware, sites/facilities and documentation. The Consultant shall document all tagged items including the manufacturer, part number, serial number, nomenclature, item price, SAPD purchase order under which the equipment was delivered and other data defined by SAPD. The As-Built Inventory List shall be delivered in electronic format. 7.3.3 Delivery of Documentation All documentation identified in Table 2 shall be delivered to the following addresses: Officer Michael Gonzalez 60 Civic Center Plaza and Santa Ana, CA 92701 (714) 245-8665 Commander Carlos Rojas 60 Civic Center Plaza Santa Ana, CA 92701 (714) 245-8665 8. SHIPPING AND INSTALLATION 8.1 Shippin2 The Consultant shall be responsible for the shipping of all hardware, software and supporting elements during the design, engineering, planning and testing phase. SAPD shall designate a storage area for staging of a demonstration and real world scenario(s). 8.1.1 Hardware and Software at SAPD Hardware and Software deliveries shall be FOB Origin. All Hardware and Software components shall be shipped to SAPD at: Santa Ana Police Department Homeland Security Bureau 60 Civic Center Plaza Santa Ana, CA 92701 Or other such location in Southern California as SAPD may provide to Consultant. Receiving at the SAPD Site shall be performed by SAPD and Consultant PMO. SAPD will provide work space and restricted locked storage access for the Consultant to use. 8.1.2 Hardware and/or Software at Integrator's staging site Hardware and/or Software deliveries shall be FOB Origin. The hardware and/or software shall be shipped to a location provided by SAPD to Consultant as a reasonable staging site in Southern California Receiving at the SAPD Site shall be performed by the Consultant and SAPD personal. SAPD will provide work space and restricted locked storage access for the Consultant to use. 22 ALTERNETNETWORKSPROPRIETARY 8.2 T estine: All functional and performance requirements defined in the Next Generation Surveillance Specification shall be positively validated via Testing conducted at Consultant's development/engineering site prior to submittal ofRFPs by SAPD. All functional and performance requirements defined in the Next Generation Surveillance Specification, shall be positively validated in this testing. The Test Procedures shall defme the test method and specific pass/fail criteria for each requirement for the Next Generation Surveillance Specification. End-to-end performance testing shall be done whenever possible. The test procedure should also include a brief description of the method of evaluation and a block diagram of the intended test configuration. The test procedure shall also include a list of test equipment. The Consultant shall fully describe any special test equipment required for the tests. The Consultant shall submit the Test Procedures no later than 15 days prior to the commencement of the scheduled test. SAPD shall approve the test procedures or will respond by submitting comments within 10 days of receipt. If comments are made which require mutually agreeable revisions to the procedure, the Consultant shall make such revisions and resubmit the new version within 1 week of receipt of said comments. The testing shall begin only with the approved test procedure and written authorization from SAPD. All testing shall be witnessed by a SAPD representative. Data from a test which has been previously performed at a lower equipment level and any analysis submitted in lieu of test data shall be made available for review with the submittal of the test procedure. Test data shall be recorded in the test procedure in a prepared table that clearly defmes the pass/fail criteria for the test. The complete record of test data in the procedure shall become part of the test data package. The test data package shall include the recorded test data, analysis data, measurement data, reference to functional and performance pass/fail criteria and Next Generation Surveillance System Requirement. Upon completion of the Tests, the test report shall be submitted to SAPD for approval. 8.3 Site AcceDtance Test 8.3.1 Hardware and Software test at SAPD Hardware and Software testing shall be the responsibility of the Consultant. Testing tasks shall include, but not be limited to, the following activities: Commissioning of Next Generation Surveillance System equipment Commissioning of Video, Audio and Data cabling The Consultant will be responsible for performing testing of the Hardware and Software at SAPD. This test will be performed without the availability of the fully installed Next Generation Surveillance equipment. The purpose of this test is to verify the integration and configuration of the Hardware and Software at the SAPD command center and the modular capabilities of the System before SAPD's network is available. Successful completion of this test demonstrates the readiness of the Hardware and Software to begin thread testing with source from the Consultants hardware and software at outlining facilities carried across SAPD's Next Generations Surveillance Network. 23 AL TERNET NETWORKS PROPRIETARY 8.3.2 Hardware and Software testing at SAPD designated sites Hardware and Software testing shall be the responsibility of Consultant. The Consultant will be responsible for support of this installation and testing. Consultant support tasks shall include, but not be limited to, the following activities: Verify installation Verification of hardware and software according to SAPD requirements Performing Site Acceptance Testing of hardware and software installations The Consultant will be responsible for performing testing of the hardware and software at SAPD sites. The purpose of this test is to verify the integration and configuration of the hardware and software in a Metropolitan Area Network (MAN). Successful completion of this test demonstrates the readiness of the hardware and software to be deployed at SAPD designated sites, and thread testing with source from the head-end at SAPD's central command center. 9. SYSTEM SITE TEST Consultant will test the final SAPD design as an integrated system including performance and functionality of the Next Generation Surveillance System individually and as it interacts with other systems. The Consultant shall support the System Site Tests in test planning, preparation, execution, problem resolution and documentation. Pinal Acceptance of the Next Generation Surveillance System shall not occur until successful completion of the System Site Tests. The Consultant shall support the development of the System Site Test Procedure, to be completed no later than 60 days prior to the commencement of the scheduled site test. Test data shall be recorded in the test procedure in a prepared table that clearly defmes the pass/fail criteria for the test. The complete record of test data in the procedure shall become part of the System Site Test data package. The test data package shall include the recorded test data, analysis data, measurement data, reference to functional and performance pass/fail criteria, and System Specification compliance analysis. Upon completion of the System Site Tests, the Consultant shall support the production of the test report. 9.1 Test Doc:umentation Test plans shall be developed for all demonstrations and tests. The test plans shall be subject to SAPD approval prior to any demonstration or test. The test plans shall include: Test schedule List of required test equipment List of test objectives Block diagram of test configuration(s) Test personnel requirements All testing shall be conducted using written test procedures. Test procedures shall include a procedural description of each test case such that the test configuration/case could be fully understood and later replicated. The results of each demonstration or test shall be summarized in a Test Report which will include: Test procedure used Test data acquired 24 ALTERNET NETWORKS PROPRIETARY Definition of tested software and hardware configurations Performance results in compliance with minimum requirements Description of all demonstration or test failures, including cost/schedule impacts and possible fixes/solutions Recommendations 10. SAPD FURNISHED ITEMS 10.1 Customer Furnished Information Item SAPD and SAPD designated sites architectural, mechanical and electrical drawings SAPD and SAPD designated sites Standard Rack Specification Delivery Date CDR CDR 11. CONSULTANT'S PROPOSAL The proposed agreement outlines a concept of creating a Next Generation Surveillance System for SAPD. Both parties, Consultant and SAPD, will work diligently in good faith to share and design functional specifications that can be implemented into a document for Requirements, Specifications and/or RFPs. Consultant will work diligently and expeditiously at a minimum of 30 hours per week and a not to exceed 50 hours per week. Consultant shall not charge SAPD for any work that exceeds the 50 hour mark and will constitute the additional hours as "pro-bono." This contract shall have the ability to be renewed at the end of 500 hours of work for additional contract hours towards contract completion. The hourly rate to be charged by Consultant shall be eighty-five dollars per hour in US currency ($85/hr US). Payment shall be paid per milestone no later than 30 days after completion of each completed milestone and paid to via check to: Altemet Networks 1201 E. Fairhaven Ave. Ste. 20H Santa Ana, CA 92705 The Project Milestones consist of: 1) 2) 3) Identify Products Product Test Bench Engineering -System Engineering Next Generation Surveillance System Specification Block Diagrams Consultant Specification Completion Date: 3 weeks after Award Completion Date: 5 weeks after Award Completion Date: 12 weeks after Award Power/Heat Loads per SIte and/or Rack Unit Reliability Predictions Rack Layouts and Elevations Power Connection Table 25 ALTERNETNETWORKSPROPRIETARY Wiring Schematics & Wire Lists 4) Proof of Concept Completion Date: 14 weeks after Award -Test Master Test Plan Factory Acceptance Test Plan Factory Acceptance Test Report Site Test Plan Site Test Report 5) RFP Development Completion Date: 18 weeks after Award 6) RFP Appropriations Completion Date: 20 weeks after Award 7) RFP Bid Completion Date: 23 weeks after Award 8) RFP Closeout Completion Date: 27 weeks after Award 9) Product Receiving Completion Date: 31 weeks after Award -Software Software User's Operation Manual Version Description Documents -Operations Operations, Maintenance & Troubleshooting Guide 10) Product Tagging Completion Date: 33 weeks after Award All Completion Dates shall have schedule flexibility to accommodate SAPD likes and dislikes that cause the Completion Dates to be delayed. Finally, Consultant will provide support and/or fully engineer, design, develop, specify, test, create any and all RFPs and oversee development of any hardware and software for the Next Generation Surveillance System. 26 ALTERNET NETWORKS PROPRIETARY The following attachment is an estimated hourly breakdown of the deliverables that pertain to the Santa Ana Police Department Homeland Security Surveillance System Statement of Work. Each deliverable will go through a ten step process before fInal acceptance. These deliverables consist of: 1) Identify Products 2) Product Test Bench 3) Engineering 4) Proof of Concept 5) RFP Development 6) RFP Appropriations 7) RFP Bid 8) RFP Closeout 9) Product Receiving 10) Product Tagging Deliverables: Cabling Fiber Optic Ethernet (Cat6/e, Cat5/e, Cat3/e) Hours: 25 25 Hardware Networking Equipment and Computer Equipment 100 Cameras 100 Software Video Recording 100 Integration 150 Total Hours: 500 27 AL TERNET NETWORKS PROPRIETARY EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: Hartford This endorsement modifies such insurance as is afforded by the provisions of Policy # 72SBATV1618 relating to the following: 1. The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is required to make this endorsement effective.) Effective September 7, 2007, this endorsement form as a part of Policy # 72SBATV1618 Issued to Alternet Networks, Inc. Named Insured Countersigned by Authorized Representative 28 EXHIBIT B ADDmONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: Hartford This endorsement modifies such insurance as is afforded by the provisions of Policy # 72SBATV1618 relating to the following: 1. - The City of Santa Ana, 20 Civic Center Plaza, Santa Ana, CalifOrnia - 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is reqUired to m8ke this endorsement effective.) Effective September 7, 2007, this endorsement form as a part of Policy # 72SBATV1618 Issued to Countersigned by . r ACORDTM- PRODUCER CERTIFICATE OF LIABILITY-INSURA-NCE - --- ~~~~l 09 1-;AT;-~~-';- THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, METRO INSURANCE SERVICES/PHS 186172 P: (866) 467-8730 F: (877) 905-0457 PO BOX 33015 SAN ANTONIO TX 78265 -=-=-='--~...._._~.~- INSUREO E I: INSURERS AFFORDING COVERAGE INSURER A: Hartford CasualiLll}_E)~._._ INSURER B: INSURER C: INSURER D: INSURER E: MATTHEW ETESHAM DBA ALTERNATE NETWORKS 1201 FAIRHAVEN AVE APT 20H [SANTA ANA CA 92705 COVERAGES -.. THE POLfclES OF IN-SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERI0-151NDICATED:-J\JOTWITHSTANDING - i ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR . MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH~ POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ~-~- . POLICY EFFECTIVE POLICY EXPlRA TION ____. .~- LTR _._ TYPEOFINSURA,,!(;E~_ POLICY NUMBER OATE(MM/DDIYY) ~_DATE(MMIDDIYYI ___.~____~.L1M"S ~._~_ I GENERAL LIABILITY EACH OCCURRENCE $1 0 0 0 00 0 09/07/07 09/07/08 FIRE DAMAGE (Anyone fire) $300, 000 MED EXP (Anyone personl $1 0 0 0 0 PERSONAL & ADV INJURY $1 00 0 00 0 GENERAL AGGREGATE $2 , 000, 000 ' PRODUCTS. COMP/OP AGG _._~:LJ)~ Q Q, 0 001 09/07 /-07 0~/07 >~8 ~~;:~~~~~IN-:-=:I;- $l,~~,-OOO I A COMMERCIAL GENERAL LIABILITY 72 SBA TV1618 CLAIMS MADE W OCCUR X General Liab GEN'L AGGREGATE LIMIT APPLIES PER: __lpOLlCY i] jrg-r.ill LOC AUTOMOBILE LIABILITY A ANY AUTO 72 SBA TV1618 ALL OWNED AUTOS SCHEDULED AUTOS X HIRED AUTOS X NON.OWNED AUTOS BODILY INJURY (Per person) BODILY INJURY lPer accident) PROPERTY DAMAGE (Per accident) GARAGE LIABILITY AUTO ONLY. EA ACCIDENT $ --.._"--- ANY AUTO OTHER THAN AUTO ONLY: EA ACC $ AGG $ EXCESS LIABILITY I OCCUR C CLAIMS MADE EACH OCCURRENCE AGGREGATE DEDUCTIBLE RETENTION $ -----1 ~.L DISEA~~ . E~~~~YEE : -~=~--~~J E.L. DISEASE. POLICY LIMIT $ 'wc STATU-InIOTH. Y.LIMIIS1_ ~ U E.L. EACH ACCIDENT WORKERS COMPENSA TION AND EMPLOYERS'LlABIL"Y OTHER DESCRIPTION OF OPERATIONSILOCA TIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS Those usual to the Insured's Operations. CERTIFICATE HOLDER ADD"IONAL INSURED: INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE (10 DAYS FOR NON.PAYMENT) TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. ,Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana, CA 92702 ACORD 25-S (7/97) ------ .----_._-_._~--._----_._--_.__.~--~._- @ ACORD CORPORATION 1988 . ~ EXHIBIT B ADDITIONAL INSURED ENDORSEMENT FOR COMMERCIAL GENERAL LIABILITY POLICY Insurance Company: Hartford This endorsement modifies such insurance as is afforded by the provisions of Policy # 72SBATV1618 relating to the following: . . -l.-u~ The City of-Santa Ana, 20 Civic -CenterPtaza, Santa Ana, California 92701; its officers, employees, agents, volunteers and representatives are named as additional insureds ("additional insureds") with regard to liability and defense of suits arising from the operations and uses performed by or on behalf of the named insured. 2. With respect to claims arising out of the operations and uses performed by or on behalf of the named insured, such insurance as is afforded by this policy is primary and is not additional to or contributing with any other insurance carried by or for the benefit of the additional insureds. 3. This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the company's limits of liability. The inclusion of any person or organization as an insured shall not affect any right which such person or organization would have as a claimant if not so included. 4. With respect to the additional insureds, this insurance shall not be cancelled, or materially reduced in coverage or limits except after thirty (30) days written notice has been given to the City of Santa Ana, 20 Civic Center Plaza, Santa Ana, California 92701. (Completion of the following, including countersignature, is requITed to m8ke this endorsement effective.) Effective September 7, 2007, this endorsement form as a part of Policy # 72SBATV1618 Issued to Alternet Networks, In . Named Insur Countersigned by -