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CC Resolution 10296 (Wide Area Network Citywide)
and RESOLUTION NO. 10296 A RESOLUTION OF THE SAN RAFAEL CITY COUNCIL AUTHORIZING A FIVE YEAR AGREEMENT WITH BROADLINK COMMUNICATIONS TO CONNECT A WIDE AREA NETWORK CITYWIDE, AND RELATED LICENSE AGREEMENT ('TERM: 5 YEARS, COMMENCING JULY 1, 1998 AND ENDING ON JUNE 30, 2003) WHEREAS, the City approved a strategic technology plan in November of 1997, WHEREAS the plan called for seeking solutions which would connect all City facilities under a common platform; and WHEREAS, after examination, deliberation and due consideration, the San Rafael City Council has determined that a wireless communication product can provide technology solutions for the foreseeable future; and WHEREAS, the City of San Rafael finds that it is in its best interest and the public's best interest to install a WAN wireless solution. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City or San Rafael hereby authorizes the City Manager to execute and deliver an agreement with Broadlink Communications for a period of five years to deliver, install and maintain a Wide Area Network equipment solution, and related license agreement. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Mondav , the 17th day of Auaust , 1998 by the following vote, to wit: AYES: COUNCILMEMBERS: Heller, Miller, Phillips and Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: Cohen V JEANNE M. LEONCINI, City Clerk AGREEMENT BETWEEN CITY OF SAN RAFAEL AND BROADLINK COMMUNICATIONS FOR WIRELESS WAN INSTALLATION AND MAINTENANCE SERVICES This Agreement is made and entered into this 17th day of August, 1998, by and between the CITY OF SAN RAFAEL (hereinafter "CITY"), and BROADLINK COMMUNICATIONS (hereinafter "CONTRACTOR"). RECITALS WHEREAS, CONTRACTOR has special professional skills in communications and is trained and experienced in the installation and maintenance of computer "Wide Area Network" (WAN); and WHEREAS, CONTRACTOR is the sole source of the equipment to be provided in connection with the provision of professional services under this Agreement; and WHEREAS, CITY desires to install a WAN to facilitate coordinated data transmission among its employees and facilities; and WHEREAS, CONTRACTOR is able and willing to employ its expertise to provide WAN installation and maintenance services to CITY. AGREEMENT NOW, THEREFORE, the parties hereby agree as follows: 1. PROJECT COORDINATION. A. CITY. The City Manager shall be the representative of the CITY for all purposes under this Agreement. The Information Services Director is hereby designated the PROJECT MANAGER for the CITY, and said PROJECT MANAGER shall supervise all aspects of the progress and execution of this Agreement. B. CONTRACTOR. CONTRACTOR shall assign a single PROJECT DIRECTOR to have overall responsibility for the progress and execution of this Agreement for CONTRACTOR. Mark Rodnick is hereby designated as the PROJECT DIRECTOR for CONTRACTOR. 2. DUTIES OF CONTRACTOR. CONTRACTOR shall perform the duties and/or provide services as follows: A. At its own cost, install for CITY the WAN system as described and detailed in CONTRACTOR's proposal attached and incorporated herein as Exhibit "A"; any equipment installed shall become the property of CITY at end of the initial term of Agreement. C U- B. At its own cost, provide continual support maintenance of CITY's WAN system throughout term of Agreement, as detailed in CONTRACTOR's proposal attached and incorporated herein as Exhibit "A", and in the description of maintenance duties and obligations attached hereto and incorporated herein as Exhibit `B." C. Pay to CITY a monthly license fee OF $464.00 per tower site ($928.00 for both sites) for use of San Rafael Hill and San Pedro Hill tower sites. 3. DUTIES OF CITY. CITY shall perform the duties as follows: A. Pursuant to Section 4., grant a license to CONTRACTOR to access San Pedro Hill tower site and San Rafael Hill tower site to build -out CONTRACTOR's Internet WAN; term of the license shall be the same as term of this Agreement. B. Pursuant to Section 4., pay CONTRACTOR for the cost of materials, not to exceed $50,541.00. C. Assist CONTRACTOR in maintenance duties to extent described in Exhibit `B." 4. COMPENSATION. For the full performance of the services described herein by CONTRACTOR, CITY shall pay CONTRACTOR or give as consideration, as follows: A. For the material and its professional installation and maintenance during the term of this Agreement, CITY shall pay CONTRACTOR an amount not to exceed $50,541.00. B. CITY shall grant CONTRACTOR a license for the build -out of the antenna array for Broadlink's Internet WAN on the San Rafael Hill and San Pedro Hill tower sites, at the fee of $464.00 per month for each tower site, for the term of this Agreement, commencing six (6) months from the date of the execution of this Agreement. 5. TERM OF AGREEMENT. The term of this Agreement shall be for five (5) years commencing on July 1, 1998 and ending on June 30, 2003. Subject to the approval of the City Council, the term of this Agreement will be extended. Terms and conditions of any extension must be negotiated prior to expiration of the first (5) five-year term. Agreement for extension will not be unreasonably withheld, provided acceptable terms are negotiated and the Council approves the extension. 6. TERMINATION. A. Cause. Either party may terminate this Agreement for cause upon fifteen (15) days written notice mailed or personally delivered to the other party, and the notified party's failure to cure or correct the cause of the termination, to the reasonable satisfaction of the party giving such notice, within such fifteen (15) day time period. B. Effect of Termination. Upon receipt of notice of termination, neither party shall incur additional obligations under any provision of this Agreement without the prior written consent of the other. 2 7. INSPECTION AND AUDIT. Upon reasonable notice, CONTRACTOR shall make available to CITY, or its agent, for inspection and audit, all documents and materials maintained by CONTRACTOR in connection with its performance of its duties under this Agreement. CONTRACTOR shall fully cooperate with CITY or its agent in any such audit or inspection. 8. ASSIGNABILITY. The parties agree that they shall not assign or transfer any interest in this Agreement nor the performance of any of their respective obligations hereunder, without the prior written consent of the other party, and any attempt to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. 9. INSURANCE. A. During the term of this Agreement, CONTRACTOR shall maintain, at no expense to CITY, the following insurance policies: 1. A comprehensive general liability insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence for death, bodily injury, personal injury, or property damage; 2. An automobile liability (owned, non -owned, and hired vehicles) insurance policy in the minimum amount of one million ($1,000,000) dollars per occurrence; 3. If any licensed professional performs any of the services required to be performed under this Agreement, a professional liability insurance policy in the minimum amount of one million ($1,000,000) dollars to cover any claims arising out of the CONTRACTOR's performance of services under this Agreement. B. The insurance coverage required of the CONTRACTOR by section 9. A., shall also meet the following requirements: 1. The insurance shall be primary with respect to any insurance or coverage maintained by CITY and shall not call upon CITY's insurance or coverage for any contribution; 2. Except for professional liability insurance, the insurance policies shall be endorsed for contractual liability and personal injury; 3. Except for professional liability insurance, the insurance policies shall be specifically endorsed to include the CITY, its officers, agents, employees, and volunteers, as additionally named insureds under the policies; 4. CONTRACTOR shall provide to PROJECT MANAGER, (a) Certificates of Insurance evidencing the insurance coverage required herein, and (b) specific endorsements naming CITY, its officers, agents, employees, and volunteers, as additional named insureds under the policies; 5. The insurance policies shall provide that the insurance carrier shall not cancel, terminate or otherwise modify the terns and conditions of said insurance policies except upon thirty (30) days written notice to CITY's PROJECT MANAGER; 3 6. The insurance shall be approved as to form and sufficiency by PROJECT MANAGER and the City Attorney. C. If it employs any person, CONTRACTOR shall maintain worker's compensation and employer's liability insurance, as required by the State Labor Code and other applicable laws and regulations, and as necessary to protect both CONTRACTOR and CITY against all liability for injuries to CONTRACTOR's officers and employees. 10. INDEMNIFICATION. CONTRACTOR shall indemnify, release, defend and hold harmless CITY, its officers, agents, employees, and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of CONTRACTOR or CONTRACTOR'S officers, agents and employees in the performance of their duties and obligations under this Agreement. 11. NONDISCRIMINATION. CONTRACTOR shall not discriminate, in any way, against any person on the basis of age, sex, race, color, religion, ancestry, national origin or disability in connection with or related to the performance of its duties and obligations under this Agreement. 12. COMPLIANCE WITH ALL LAWS. CONTRACTOR shall observe and comply with all applicable federal, state and local laws, ordinances, codes and regulations, in the performance of its duties and obligations under this Agreement. CONTRACTOR shall perform all services under this Agreement in accordance with these laws, ordinances, codes and regulations. CONTRACTOR shall release, defend, indemnify and hold harmless CITY, its officers, agents and employees from any and all damages, liabilities, penalties, fines and all other consequences from any noncompliance or violation of any laws, ordinances, codes or regulations. 13. NO THIRD PARTY BENEFICIARIES. CITY and CONTRACTOR do not intend, by any provision of this Agreement, to create in any third party, any benefit or right owed by one party, under the terms and conditions of this Agreement, to the other party. 14. NOTICES. All notices and other communications required or permitted to be given under this Agreement, including any notice of change of address, shall be in writing and given by personal delivery, or deposited with the United States Postal Service, postage prepaid, addressed to the parties intended to be notified. Notice shall be deemed given as of the date of personal delivery, or if mailed, upon the date of deposit with the U.S. Postal Service. Notice shall be given as follows: TO CITY: Eusebio Joves Assistant Director of Information Services City of San Rafael 1400 Fifth Ave. (P.O. Box 151560) San Rafael, CA 944915-1560 TO CONTRACTOR: Mark Rodnick Director of Network Operations Broadlink Communications 409 Mendocino Avenue., Suite 3 Santa Rosa, CA 95401 PHONE: (707) 578-7229 15. INDEPENDENT CONTRACTOR. For the purposes, and for the duration, of this Agreement, CONTRACTOR, its officers, agents and employees shall act in the capacity of an Independent Contractor, and not as employees of the CITY. CONTRACTOR and CITY expressly intend and agree that the status of CONTRACTOR, its officers, agents and employees be that of an Independent Contractor and not that of an employee of CITY. 16. ENTIRE AGREEMENT -- AMENDMENTS. A. The terms and conditions of this Agreement, all exhibits attached, and all documents expressly incorporated by reference, represent the entire Agreement of the parties with respect to the subject matter of this Agreement. B. This written Agreement shall supersede any and all prior agreements, oral or written, regarding the subject matter between the CONTRACTOR and the CITY. C. No other agreement, promise or statement, written or oral, relating to the subject matter of this Agreement, shall be valid or binding, except by way of a written amendment to this Agreement. D. The terms and conditions of this Agreement shall not be altered or modified except by a written amendment to this Agreement signed by the CONTRACTOR and the CITY. E. If any conflicts arise between the terms and conditions of this Agreement, and the terms and conditions of the attached exhibits or the documents expressly incorporated by reference, the terms and conditions of this Agreement shall control. 17. SET-OFF AGAINST DEBTS. CONTRACTOR agrees that CITY may deduct from any payment due to CONTRACTOR under this Agreement, any monies which CONTRACTOR owes CITY under any ordinance, agreement, contract or resolution for any unpaid taxes, fees, licenses, assessments, unpaid checks or other amounts. 18. WAIVERS. The waiver by either party of any breach or violation of any tern, covenant or condition of this Agreement, or of any ordinance, law or regulation, shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, law or regulation, or of any subsequent breach or violation of the same or other term, covenant, condition, ordinance, law or regulation. The subsequent acceptance by either party of any fee, performance, or other consideration which may become due or owing under this Agreement, shall not be deemed to be a waiver of any preceding breach or violation by the other party of any term, condition, covenant of this Agreement or any applicable law, ordinance or regulation. 5 19. COSTS AND ATTORNEY'S FEES. The prevailing party in any action brought to enforce the terms and conditions of this Agreement, or arising out of the performance of this Agreement, may recover its reasonable costs (including claims administration) and attorney's fees expended in connection with such action. 20. CITY BUSINESS LICENSE / OTHER TAXES. CONTRACTOR shall obtain and maintain during the duration of this Agreement, a CITY business license as required by the San Rafael Municipal Code. CONTRACTOR shall pay any and all state and federal taxes and any other applicable taxes. CONTRACTOR's taxpayer identification number is 9J-329404 , and CONTRACTOR certifies under penalty of perjury that said taxpayer identification number is correct. 21. APPLICABLE LAW/ VENUE. The laws of the State of California shall govern this Agreement and legal venue for this Agreement shall be Marin County, California. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. CITY OF SAN RAFAEL CONTRACTOR By: ROD GOULD, City Manager Name: Title: ATTEST: JEANNE M. LEONCINI, City Clerk 0 it An Exalt r� PC3 ® o r UN,CA M M IV) V) VI) Outline Of Proposal Subiect Page # Sites to be included in WAN 3 A) Maps of all sites 3 B) San Rafael Fire Stations 4 1) Maps and line of site issues C) San Rafael Recreation Sites 7 1) Maps and line of site issues D) San Rafael Misc. Sites 9 1) Maps and line of site issues E) Tower sites 12 1) Pictures and Proposed Antennas F) Antennas 14 1) Tower sites 14 2) WAN Locations 15 BroadLink's Use of Tower Site 16 A) Photos of proposed use 16 B) Proposed use of NEMA boxes 17 1) Proposed use of Bunker Shelf Space 18 City of San Rafael Installation 19 A) WAN Design 1) Proposed Radios 19 2) Network Configuration 25 3) Safety Issues 27 B) Time Frame 27 C) Installation Fees 28 D) Service Contract 28 BroadLink Tower Installation 29 A) Time Frame 29 Contract Term 29 Conclusion 29 Page #2 _NL �,��.t :�...--tom T�-.: �r .,.a �z�{�� IP�"1:Slii � .l,�i'�n •••: a"iii Yis .,-rn � -q ::a:a•rr.•.::f J :r -...-ti' ..hr .•✓{y' `.•r .+a r 'r r ..._ • - i.r'::•F-.tit'.• •;�.+-•'I aA lQa'a _,ti = t,.�. - y w;i%,{:,r a ��yy . ,,.,:'y..:'r.,-.....•--.,.: = _ {.'"_ �"' i 7' � '-+�5�:: }�'. .m. +a�. ~.��-:.l_` 7•'Lr 4 iia ��_ oiy'I^` '�-: !r ':c,'r �t ►aT �.- _ii ,7 a'iz:_2' Ah F� 4 �; ':,r, + F•:.� � � _ ; � { • %„ �`.in`:t�� �'�jt"'�1•.�y>�F.tcr'-{:iY1„rr.^7 �i_�.. `'r--i�:�.- 1� 'n x„ �ry �.. :"yY �.�: Ie E- - o�T,.��t�iyr T.'�n ,�'v'::<j, �:e"�,��.._..-!��•f:•��: •-':: i•�'�I_* - •`' jm�^•.,r�,y' �:�'.:�: _•�. i t1 a:i •.. •.iI.F47 :f•�� ((ily, �Lxh f. :'1"i�%.+-`J'i�•r'F}-r -�1� .i. .-_ _-,4. -r: .::" _ 'fii"::i':�tit�. r3 Z-�r}t�,�. r:�rr�. �.'y '4'-- -'�. _ � `•fr`' ��� q. K"s'�{ttiff'�:•:•A� �°'�I:iir, e=JI+•�'iy= s. < 1,r.a.y= - -_ �• _ •�'''•- if: .�j1f`r`yqr •;ia.''7• -ra_"_ Nom•'°v3`•�ifi''�.,:;.�4L•..�•-�ti�t� _ �Z+`.",•'%'•_- �''��3. Ir ... r, �r::' �.1;.{a6-�y'�.• ��j.�fY_' - rYr+."...Y .. f:s•4.',� � 1 ,,1i�:.t r`Lli�•C'','l � `+`-��"'' - - - •�� v.F �. ^div Z11::i:.'F�u L':H" ..1z': lt. ,=IJ•'1... Ja _Ys:.7l•. •�:t�:,:- _ i� •f3rN �.x.: %•atr`=��'3i�.�.t.s' _ � .t�:�)F�' Via. , }.'%-�i:_r: ,�� .. ��#.rv,F: •',i'� _ _`..- i ,1y'r}� • :;i7:°::?= k�:, .'''—I I.� �F}.I�p :•i• Mb• �.L','i'r _ _�[��L J7. .� ZML -�1a,aL:S___�:�,;"•5i,. - _i;' "'.{��1R: '_f�,t;,:•`. _ _- ..-,;yK�: �=►•1rt�G'{`R- '�43-3� "�. •hx, ,I',J.,`,'s,',` .t. r,.• - _ '•,r,� ^ t-: is , c�=;;'- �,Yi. ' =' ' :� ` '+.'_Fir '?-': .F'J` rx' •.. r. �:� - �...1`�!4 sir `"..x,± ;`•a_�'r-_ '-ts ti Fire Station Line of Site Issues 1039 C Street. San Rafael V.a.LAXIT ....-. RA 135.srmrl Clear line of site from San Rafael Hill tower site to Fire Station #1. No line of site issues. A regular low profile Antenna can be used. 210 3rd Street. San Rafael Clear line of site from San Rafael Hill tower site to Fire Station #3. No line of site issues. A regular low profile Antenna can be used. 46 Castro. San Rafael Clear line of site from San Rafael Hill tower site to Fire Station #4. No line of site issues. A regular low profile Antenna can be used. 955 Point San Pedro Road, San Rafael 4.e.Wxi r—ti snBxWsawas The line of site from San Pedro Hill to Fire Station #5 is obstructed by a hill the Fire Station backs up to. For clear line of site a 35' mast needs to be installed on the roof. There is already in place a 35+/- foot antenna on this roof top. There is no line of site from San Rafael Hill. Page #5 Fire Station Line of Site Issues 650 Del Galindo Road. San Rafael s.e.Wxir..u,a sme.6.11FvSw= M Fire Station #6 does not appear to have a line of site issue, however I was not able to see the tower site on San Pedro Hill. I could however see both the ATT tower site and the Cronin tower site, both of which are located very close to the City of San Rafael Tower Site. The San Rafael Hill Tower Site has no line of site to this location. We will not know if a connection can be made until it is attempted at this location. 3530 Civic Center Drive. San Rafael �O RZ KMrmwb:aBxW5'Mjreair There is clear line of site from Fire Station #7 to san Rafael Hill. A low profile antenna and mast may be used at this Page #6 W"T x C--'- #,.Z j. 21. y! C jiz�'�•: '!7'•_Ijy+�.�'�ti� l_ Xv, VIF AV - z T 17 H San Rafael Recreation Site Issues 35 Main Street. San Rafael There do not appear be any line of site issues from San Rafael Hill tower site to the Main Street Recreation site. A low profile antenna and mast may be used. 618 B Street. San Rafael 90 PafilTo�si �9ab1P�t:o H 2 There do not appear be any line of site issues from San Rafael Hill tower site to the B Street Recre- ation site. A low profile antenna and mast may be used. 50 Canal Street. San Rafael There is a minor hill between the San Rafael Hill tower site and the Canal Street Recreation site. We will attempt this connection with a low profile antenna and mast but a 15'-20' mast may be required. 670 Del Galindo Road. San Rafael The Del Galindo Recreation site does not appear to have a line of site issue, however I was not able to see the tower site on San Pedro Hill. I could however see both the ATT tower site and the Cronin tower site, both of which are located very close to the City of San Rafael Tower Site. The San Rafael Hill Tower Site has no line of site to this location'. We will not know if a connection can be made until it is attempted at this location. Page #8 i� 4� - � �'�� � ] ',:.. \� �' 'f0s. i�iJ r '� • '_ r �� SS! 1 `,1 V4t^./.:Jf'�,�'�Yi�" 1 /[ � ;•'''. dig �� f 11 —Vol - toll r wqb K, 7S`lyi '•'r,�y l\\, s�,l.�`i y. :ST:�rt'`.�•�i�,r!`[r� �l•I .. .r.:"., "r%'; 1 -,r :;:' �c a •9y G ? :Y' '.. i::.'•ti1 � _ � err ••:•r. �ir�.�:Y �:� . ;{t�,' �;"f�t; �'.` r � ^:-� �'�AirY -:. `•' - -..� ��y--� \ � �`� ti f \\\\, f� Wit. 1,,�a � � Y ,r. o : t;•_ `: =': • it t _ 4 �, ,i - � w`r ;. � i �..- � ! --ti � ~ 1 F:`r'�e ��1 �1 �-••:F,•�i1���;. '��"- •'i, ^��f-�"'':, ��'c:.'i!.: tl,:•.•�I^•� ^ � _ __.'"' '�•"' :-''r-: -. ,t`?•��,( IBM.,..; _! .... -... • [[IJ'. - .I 7..'ice .I •.% ' _, �L - :=.�•^4�,;. �''( •�YL:..���l�Ii'�1.. ��;;�; . %t �,✓f ,_�,i �1t�,�': �• �r l.t.. ;_ r � `c' -S 1 h" •+i9' �-- E_�._11(r f 6 Gf y•. r7 _,f-• . i a k f. 4ti S � ... ++ 1: " at�,c 1-.t•.Tu, +'.R +.1 ?,:���' r_�j7 FF/�;.7 C �f i 'i J I,G`� F. ,+' r �n .1 •� ..! - -.nr- +.��'-'''•F'•�•�c:• ,t 'ice mat, .. 1 f 7,1 t" •-..r nY Y ,7 t *+r- L.. y Y f p� '-�•,. , , r 4, -3 r y • ; ti • t. l•,- . / .^ � r r r � i"r•�.rr v�{r-- 1 ti { {. a %. �! ( �srl: � ��r � ��.>`� �n�..j��l;;-�I ('� ... ,� � ��! v,y�.. " � � r � t j •, vi �X ""L c r t .t'1 Y L � � -'� rti•^-� >,..,1 F;,;�: �.-�. G"i,h { i �' �i 'c, '-'.•-�-L i c -� I , c, r., j rs t 1 j r i 1r�i'f: '•%. >. P -: j'f T._- �' i t-. L•`\.,r; 4'-r?a ^-, t Lz. °i-�:.:::;;i �;� ? ••' * 1k t � /' � '� � ` ! R ' �•1 rc1 FLi��� � � ��'��"r.,yT e 1 {ty�.' i - "►t't^�r-�� e, -�r =•_7 •`-: �:;w t � :r a .. a S r �1 1 �.1 ''tin]i :. �:wJ'�� c �F . _.F E?>�1rj•t @ �.,...,. Lx "` � z _.. � 1 � 4 ��a-� �� r��tt � t� .. �' ,1 't• a [ r '� xy':�{, �1'r�. � � S� �ir1 s.'1 `16t` ; J �' �'f� ��i� � '� + s . _. t1`�.�.✓r`.i- J ��>ii''s�i G`i� �`•at"?t �z`: ��'�lr i:�:'.al���\Ts�, �"�" �...y. .. ,.�~.� ,. �.��t,.r.� �1�:r,.��.... ..._r��.`';_-�;�� San Rafael Miscellanous Site Issues 1400 Fifth Avenue. San Rafael There do not appear to be any line of site issues between the San Rafael Hill tower site and San Rafael City Hall. A low profile antenna and mast can be used at this location. 1408 Mission Avenue. San Rafael There do not appear to be any line of site issues between the San Rafael Hill tower site and Fallkirk Cultural Center. A low profile antenna and mast can be used at this location. 1100 E Street. San Rafael There do not appear to be any line of site issues between the San Rafael Hill tower site and San Rafael Main Library. A low profile antenna and mast can be used at this location. Page #10 San Rafael Miscellanous Site Issues 1313 Fifth Avenue. San Rafael There do not appear to be any line of site issues between the San Rafael Hill tower site and San Rafael Redevelopment Center. A low profile antenna and mast can be used at this location. 790 Lincoln Avenue. San Rafael There do not appear to be any line of site issues between the San Rafael Hill tower site and San Rafael Corporation Yard. A low profile antenna and mast can be used at this location. San Rafael Hill to San Pedro Hill There is clear line of site fron the San Rafael Hill tower site to the San Redro Hill tower site. There should be no difficulty connecting these two sites together. Page #11 E) Tower Sites The photo to the right shows the San Rafael Hill Tower Site with Proposed Antenna Array for San Rafael City WAN. The photo to the left shows the San Rafael Hill Tower Site as it presently looks. Page #12 Tower Sites The photo to the Pedro Hill Tower Site with Antenna Array for City of San Rafael WAN Page #13 The photo to the left shows the San Pedro Hill Tower Site as it 1 F) 1) Proposed Antenna for use with Tower Sites The photo on the right is another view of our Antenna Array at Big Rock in Novato. The photo above gives a good view of the Antenna that will be used for the tower sites. Demmensions are 26" long by 5" high by 1 %i" wide. The diagram to the right shows the signal propagation of the proposed antenna. The chart below provides more detailed information on the proposed antenna for the tower sites at both San Rafael Hill and San Pedro Hill. The photo on the left shows our Antenna Array as it is deployed on the Big Rock Tower site in Novato. :r Bandwidth 1.5:1 ' Com. Wl sot model Fmq. Gain N& F to B 3dB Beamwidth Irm - ` Area Us= W111r LmO WL MHz. dOd Elan dB E-PhW H -Plane (Femak) fP mah pcnhl . Ice in f!T�� PC2415N 24.25 GHz 13.9 15 16 30 34 N 0.4 (.04) 125 (200) 100 (161) 26 (6q <1 (.473) Power handling - 501Mft Radiating element - copper: Enclo m material - tN stable polycarbonate; Maximum mast diameter - 2-1181(5A an) Page #14 1 2) Proposed Antenna for use with Building Site Locations The photo on the right shows our non- penetrating roof mount mast and site antenna deployed at Marin Humane Society. Note Omni antenna to the right of ours. This Omni is for their two radio communication system. The Photo on the left shows our site location Antenna (upper) as well as our non -penetrating roof mount. Note the NEMA box that can be used on the tower site at San Rafael Hill instead of going into the bunker. The photo on the right gives a more detailed view of our site location Antenna. Shown in Horizontal Polarity. We will be using Vertical Polarity (photo left) Che drawing to the left is of )ur non -penetrating roof nount. Eight concrete wall :aps stabilize the mount on he roof Antenna Specifications REFLECTOR Wand GRIM MATERIAL SZE WEIGHT ++ I26T 24001 23 dB1 I Magnes um Alloy ( Casl 23.5" x 39.25" x 15" 1 5.4 lbs J Page #15 II) cations Proposed use of Tower Site The photo to the left shows the City of San Rafael Tower Site at San Rafael Hill as it looks currently. The photo below shows the City of San Rafael Tower Site at San Rafael Hill as it will look after the WAN has been implemented. The photo to the left shows the City of SanRrafael Tower Site at San Rafael Hill as it will look after BroadLink has implemented the WAN for Internet Conectivity for San Rafael Businesses. Page #16 B) Proposed use of NEMA Box for Tower Site The photo to the left shows our NEMA box which houses our Radios as it is deployed at one of our San Francisco locations. If gaining access to the Bunker on San Rafael Hill (shown in photo below) for BroadLink's Internet WAN creates a problem for the City of San Rafael, a similar solution can be attached to the exterior of the Bunker located on San Rafael Hill. The photo to the left shows the San Pedro Hill Tower Site. In order for BroadLink to place a NEMA box on the exterior of the Bunker at this location a security fence similar to the one located on San Rafael Hill's tower site would have to be built at the City of San Rafael's expense. A better solution is to allow BroadLink shelf space and access to these Bunkers, so BroadLink can maintain both the City of San Rafael's WAN and BroadLink's WAN. Page #17 i 1) Proposed use of shelf space in Bunker located at Tower Site Page #18 The photos on this page show how shelf space is used at our Santa Rosa Tower Site. The photo below shows a small tower PC cabinet with a UPS backup and five of our radios. The total amount of shelf space taken up by our tower site equipment is quite small. The space taken up in this example is 2' deep by 2' wide by 4' tall. This would be the preferred method of installing our equipment at the tower sites in San Rafael. However if this is not possible we will use NEMA boxes as outlined on the previous page. Proposed Radio for WAN Sites Wireless Bridge WB -10 PRO High Performance at Low Cost High data rate of 3 Mbps. Automatic fallback to 2 or 1 Mbps. Supports up to 256 remote stations Wide coverage area: Up to 3000 feet (1000m) with basic antennas. Up to 7 miles (10km) with optional high -gain receive antenna (US model). Antenna diversity and DSP modem ensure robust communication. Plug and Play Connectivity Standards Transparent to network protocol and applications. Simple site survey LEDs. SNMP management. Ultra compact enclosure. License free use (2.4GHz ISM band). Guaranteed upgrade to IEEE 802.11. Plug & Play Wireless Ethernet The PRO product line is a high performance system that allows the interconnection of LAN stations without cabling. The PRO operates at high data rates of up to 3 Mbps. Fast and seamless roaming between cells extends coverage area to whole building or campus. The PRO Access Point AP -10 PRO provides access for wireless station users equipped with a compatible adapter into 802.3 wired LANs. The PRO Wireless Bridge WB -10 PRO provides wireless connectivity of remote Ethernet networks to the AP -10 PRO. The WB -10 PRO is fully transparent to network protocol and applications, enabling plug -and -play installation. With the basic antenna pair, the radius of a single cell covered by a standard AP-10PRO may reach up to 3000 feet (1000m) in free space. When using the optional Page #19 high gain antenna, a central Ethernet network may be connected with one or more remote networks located at higher distances. The WB -10 PRO, together with AP -10 PRO is the ideal solution for wireless connection of remote networks to the central backbone. WB -10 PRO is useful for temporary installations, remote branch office connection, connectivity to Internet providers, fast deployment, campus applications or other LAN applications where wireless deployment and time saving are important considerations. WB -10 PRO Specifications Network Interface LAN Interface lOBase-T Standards IEEE 802.3, IEEE 802.1d Transparent to network protocols Wireless LAN Interface Standard IEEE 802.11 (D3 draft) Media Access Protocol CSMA / CA LED Indicators Power & Self -Test Wired LAN (Ethernet) Activity Wireless LAN Synchronization Wireless Link Signal Quality (3 LEDs) Management SNMP agent: MIB -I & II, bridge MIB, Private MIB Wired Ethernet, serial SLIP and wireless management access Software download by TFTP Full software upgrading, including modem module Radio / Modem Frequency range 2.4 - 2.4835 GHz Radio type Frequency Hopping Spread Spectrum Transmission Power (EIRP) Standard (basic antennas) Controllable, 10 or 100 mW With high gain antenna according to relevant regulations : Up to 4W (US), 100mW (Europe) Page #20 Electrical Mechanical Modulation GFSK Data rate variable, 3, 2 or 1 Mbps Cell size (radius) free space: up to 3000 feet (1000m) Cell size (radius) indoors: up to 600 feet (200m) Antenna diversity two antennas Basic antennas 2 dBi, Omni Optional 6 dBi Omni Optional 8.5, 12, 18, 24 dBi directional Achievable distances With basic antennas: free space - 3000 feet (1000m), indoors: 600 feet (200m) With high gain antennas complying with relevant regulations: US model - 7 miles (1 Okm), European model - 2.5 km Power supply External, 110 / 220 V, 7.5 W Input Voltage 5 VDC, 1200 mA Dimensions 5.1 x 3.4 x 1.2 in (13 X 8.6 X 3 cm) Weight 1 lb. (0.45 kg) Environmental Standards Operating temperature 32F to 105F (OC to 40C) Operating Humidity 5% to 95%, non -condensing US FCC Part 15, UL 1950 Europe ETS 300-328, EN 60950, CE Page #21 Performance Proposed Radio for Tower Sites Access Point r_ AP -10 PRO High data rate of 3 Mbps Automatic fallback to 2 and 1 Mbps. Wide coverage area of up to 3000 feet (1000m). Switched Ethernet Configuration with multiple APs in the coverage area (WIX(tm)), 15 Mbps aggregate throughput. Fast and seamless roaming. Antenna diversity and DSP modem Plug and Play Connectivity Standards Transparent to network protocol and applications. Full SNMP management (optional). Upgrade by software download. Simple site survey LEDs. Miniature enclosure. License free use (2.4GHz ISM band). Guaranteed upgrade to IEEE 802.11. Plug & Play Wireless Ethernet The Pro Product line is a high performance wireless LAN system operates at a high data rate of up to 3 Mbps. 15 Mbps aggregate throughput can be achieved by using WIX(tm) - multi -cell based Wireless Switched Ethernet configuration. The coverage area of a single cell may reach up to 3000 feet (1000m) in free space. Fast and seam- less roaming between adjacent cells extends the coverage area to whole buildings or campus. Antenna diversity and multi -rate DSP modem with adaptive equalization provide optimal and robust performance under multipath fading and interference. The Pro product line is designed to meets standards and regulations for license -free installation. The Pro Access Point (AP -10 PRO) unit provides 802.11 protocol access for wireless workstation users into 802.3 wired Ethemet LANs. The AP -10 PRO also extends the range for station to station communication within its coverage area. Multiple APs in the same coverage area increase effective throughput above wired LAN speed. The AP -10 PRO is a compact unit that can installed easily on shelf, ceiling or wall. The coverage Page #22 area (cell) is large and handles heavy network traffic. Several radio cells can be overlapped permit- ting full coverage of complex floor layouts, penetration of obstacles and high-speed roaming. Frequency Hopping Spread Spectrum provides robust and reliable wireless communications, with interference avoidance, as well as the ability to coexist with other wireless networks. AP -10 PROSpecifications Network Interface LAN Interface IOBase-T Standards IEEE 802.3, IEEE 802.1d Transparent to network protocols (1P, IPX, AppleTalk, OSI, NetBEUI, DECnet, etc.) Wireless LAN Interface Standard IEEE 802.11 (D2 draft) Media Access Protocol CSMA / CA Number of stations per cell 256 max. LED Indicators Management Power & Self -Test Wired LAN Activity Radio Interference Wireless LAN Load (3 LEDs) SNMP agent: MIB -I & II, bridge MIB, Private MIB. Wired Ethernet: serial SLIP wireless management access. Software download by TFTP. Full software upgrading, including modem module. Radio / Modem Frequency range 2.4 - 2.4835 GHz Radio type Frequency Hopping Spread Spectrum Transmission Power controllable, 10 or 100 mW Modulation GFSK Data rate variable, 3, 2 or 1 Mbps Cell size (radius) free space: up to 3000 feet (1000m) Cell size (radius) indoors: up to 600 feet (200m) Antenna diversity two 2 dBi Omni antennas Page #23 Electrical Mechanical Power supply External, 110 / 220 V, 7.5 W Input Voltage 5 VDC, 1200 mA Dimensions 5.1 x 3.4 x 1.2 in (13 X 8.6 X 3 cm) Weight 1 lb. (0.45 kg) Environmental Operating temperature 32F to 105F (OC to 40C) Operating Humidity 5% to 95%, non -condensing Page #24 "I Y rg, "OV1,W -4. wc ML "k ops _0 -7-7 .7rum-b-1. 2 ...... . Vei" 4-tr,� ��,};��' -� ti,Y ''f� tit;:` !'."�=;':•�"�•?.. ` ,,,..,__ -+_.?.:e� ti,•_+;� =err-..til,.�r�fa,.�:r'�.r;.;=:�-':=;: _ '• x l 4 !: i ... :ry,,e.• .: �✓,.tiK�� yw I.y i T ,.:,r 1_, `r:J C 1 1 �:T�'�:.� -� +�i. '�w•?i�Llti �. 4f K'�:: !:� jtw �, T T: �t %_�F."d,.,��r-i=' \S� ;l�t/` 1 �. L: is `,-r; ;.:) F,F.1•.• M�.� � . ,_ -�� r,�,� ',,'- . lip Cl�i.1Yo � i t ;7.e. yr+ •}}h y}: A s .s. ar. f. - �- tii }1'q,' .• s 1 TF %• '.�;[ it ti°r r31 'tom yy, -„� � 14: �v_.i y?�y� IM,•-...•.:ir�.q v. L>.s_-+.f Li vs i!t._.v .,.'J?: s`'.;ldti►:a, .>fl s' ....• J Al IN�+: ..:,e. :l �'::::i-' :..T'�„�l.i�L�•�-7�u.YlS .•+i1" al.��s„y,�,,�`,+?1:' T Fab PFF - 7� Biu. 'f��' Ir'f'a.i� -�. '' - - ",i;•, - - ' - _ _.1 L.a: :T, '�; J 'I. .,_• r"fru �Fy •. - - ::." ; :i � .ti _�I.L.,.:.;r. 1 1111 �i f� -�S lc�t ,� } f; y=•1-y1,j h ) � Network Configuration The proposed designed WAN is a flat network. This means that each department (i.e.: Fire Department, Recreation Department, etc.) will be visible to each other. This can be resolved by Network management so that each department cannot see each other. The amount of Network management available will depend on the type of network used. This type of WAN network configuration is similar to a LAN. This flat network design was chosen for cost management. For each department to have an independent network, each department would require separate AP 10 -PRO radios in the towers for each broadcast area as shown on the previous maps. The reason for this is that BroadLink's Wireless WAN is in fact aWireless Bridge. To the network the wireless bridge looks no different than ethernet cable. Under the design chosen, additional WAN locations can easily be added in the future with minimal effort. 3) Safetv Issues This section addresses the safety of staff operating around BroadLink's Wireless WAN. BroadLink's signal range (2.4 Ghz) is not in the Microwave Band. There has been much concern about Microwave Signals and the adverse affect they may have on Humans. These concerns are directed at Microwave Signals which are broadcast at 10+ watts of power. BroadLink's radios transmit at a .10 of a watt. Todays moble cellular system operates at 3 times the power of Broadlink's radios. BroadLink's signal will be sent from rooftop to tower site, well away from direct Human interaction. BroadLink's Wireless LAN does not increase the risk of Microwave Signal exposure to the San Rafael City work force or the general public. B) Time Frame The time frame for BroadLink's build -out of the proposed WAN will be 90 days. BroadLink will add 5 WAN locations to the network each 30 days. The build -out of the San Rafael Hill Tower Site will be included in the first 30 day buildout. WAN locations to be built out first will be at the discretion of the City of San Rafael except for the following: Fire Station #5, Fire Station #6 and the Recreation Site located at 670 Del Galindo will be built out in the final phase of the WAN buildout. Starting date for the WAN buildout will begin within 10 days of acceptance of this proposal. Page #27 C) Installation Fees As we mutually agreed upon with the City of San Rafael's counter proposal by phone and via fax on June 3, 1998, BraodLink Communication will install San Rafael's Wide Area Network (WAN) at San Rafael Hill Tower and San Pedro Hill Tower free ofcharge. In return, BroadLink Communication will lease for the use of the San Rafael Hill Tower Site and the San Pedro Hill Tower Site to develop its Internet WAN for local San,Rafael business clients. The City of San Rafael will retain ownership of all equipment purchased from BroadLink to facilitate this WAN. BroadLink Communications will maintain the Wireless WAN on behalf of the City of San Rafael free of charge for a period of five years beginning on the date when the installation of WAN is completed and operational. Upon Completion of the Wireless WAN the value of equipment placed in service for use by the City of San Rafael purchased from BroadLink Communications will be $50,541. A detailed breakdown of this equipment is supplied in the Service Contract referenced above. D) Service Contract The maintenance services to be provided by Broadlink to City under the Agreement, are outlined in Exhibit `B" to the Agreement. The key points are as follows: 1) The term of the Agreement is for five (5) years with provisions for renewal. 2) The annual fee will be free of charge. 3) The guaranteed response time by Broadlink to a service call from City regarding WAN failures, will be four (4) hours. 4) Broadlink will upgrade the Wireless Bridges at all WAN locations with Broadlink's new Wireless Bridges that operate at a potential of 32 Mbps in the same format as the original installation at no cost to the City of San Rafael. IV) BroadLink Tower Installation Upon acceptance of this proposal and the signing of the contracts the City of San Rafael will grant BroadLink Communications access to the owV Silts ated at San Rafael Hill and San Pedro Hill. BroadLink Communication ��� to access the San Pedro Hill Tower site to build -out the antenna array for BroadLink `s Internet WAN, and will be allowed to access the San Rafael Hill Tower site when the technical issue is resolved. BroadLink will install the City of San Rafael WAN sites and operational prior to building -out the antenna array for BroadLink's Internet WAN for operation. The estimated time frame for the build out of BroadLink's Internet WAN tower site is 5 days. This fits in with estimated time for start of installation for the City of San Rafael WAN. This is an important issue to BroadLink as there are several business clients in San Rafael awaiting the Tower Site build -out. These clients have their Internet WAN installation completed at their end and are awaiting the Tower Site build -out. Conclusion This proposal is the complete proposal to the of San ael to create a wireless WAN for the City of San Rafael in exchange 11' � use and access of the City of San Rafael Tower Sites as referenced in this proposal. This supercedes prior agreements or proposals between the City of San Rafael and BroadLink Communications other than this one. Both parties agree that time is of the essence in regards to approval, acceptance or modifications to this proposal. It is understood that the City of San Rafael will hold a special meeting with parties of the appropriate departments within 3 working days of receipt of this proposal and respond to BroadLink Communications within 5 working days of receipt of this proposal. Any questions regarding this proposal should be directed to : Mark Rodnick Director of Network Operations BroadLink Communications 409 Mendocino Ave., Suite 3 Santa Rosa, CA 95401 707.578.7229 1. BROADLINK'S DUTIES AND OBLIGATIONS: During the term hereof, BROADLINK shall, subject to isle terms and conditions hereof, prov-USTOMER with the following services: e7 A. TA�ts at` time of installation trnnrr rhe signal quality for all data links will be conducted as installations are completed and made a pan of this document- If the wireless equipment has a problem, defined as a degradation of the quality of data transmission rates provided by the wireless equipment of over tty percent (20'0), the following procedures will be followed: i. The Customer will call BroadLink and describe the problem. BroadLink personnel will ask the Customer to perform various network diagnostic tests by phone. BroadLink personnel will determine the cause of degradation of data transmission service. BroadLink personnel will then make a determination whether or not such ' degradation is caused by the wireless equipment covered under the terms of this Agreement, or if the cause is f elsewhere in the Customer's network In the event the degradation is caused by, or appears to be caused by the wireless equipment covered under this Agreement, BroadLink will dispatch a service representative to the Customer's location. ii. If dispatched, BroadLink's Service Representative will be on site within four (4) hour" of such dispatch to begin diagnostics and repair the degradation of data transmission service. This response time is valid seven days a week, twenty-four hours per day, 365 days per year. ill. BroadLink will alleviate the degradation in service using any means it deems reasonable, including, but not limited to, onsite replacement any equipment not functioning property. a!� h cv5 t iv. BroadLink is not responsible for any degradation in service caused by the Customer's own internal network , the Internet, or any and all other networks the Customer maintains a connection. 2 CUSTOMERS'S DUTIES AND RESTRICTIONS:, During the term hereof, the Customer shall, subject to the terms and conditions hereof, provide BroadLink with the following: A. If 7 Ri au*... '1-Cr^SIM R'Sr]r „_;ltil_I'•- .tr:P.!'r^t..�., :if Wireies!i z fU:p^ nt ;!a:.C'iUti;e.P,. .]e!InCC � Y degradation ci the q'rolity if i?r'- i toe wt.-aa equip—e )r _"er following procedures will be followed. i. The Customer will cag BroadLink by phone and describe the problem. BroadLink personnel will ask the Customer to perform various nerxork diagnostic tests by phone. The Customer will perform all analysis asked by BroadLink. BroadLink perou==4 will then make a determinarion whether or not such degradation is caused by the wireless equipment covered undarhe terms of this Agreement. or if the cause is elsewhere in the Customer's network. In the event the degradaticia is caused by, or appears to be caused by the wireless equipment covered under this Agreement. BroadLink will dispatch a service representative to the Customer's locations ii. If dispatched, BroadLink's Service Representative will be on site within four (4) hours of such dispatch to begin diagnostics and repair the degradation of data transmission service. The Customer must have " personnel at the Customer's location(s) and that person will have full access to each facility as well as the roof of each facility. ill. The Customer's personnel will attend the entire visit by BroadLink's Service Representative and actively assist BroadLink's service personnel in the process of alleviating the degradation. 3. NON-BROADLINK SUPPLIED EOUIPMENT: Physical equipment and/or software products that are NOT provided by BROADLINK are the responsibility of CUSTOMER BROADLINK will not be responsible for the installation and/or service of equipment and/or software that zero not provided by BROADLINK. CUSTOMER is responsible for the use and compatibility of any and all hardwar= and/or software not provided by BROADLINK. In the event that CUSTOMER uses hardware and/or software not provided by BROADLINK that impairs CUSTOMER's use of BROADLINK's installed wireless equipment, die CUSTOMER will, if necessary, pay BROADLINK to troubleshoot problems caused by such equipment and/or software not provided by BROADLINK at the rate of 585.00 per hour. BROADLINK will not be responsible if any cinnges in hardware, software or services cause equipment not provided by BROADLINK to become obsolete, require moditlncadon or alteration, or in any other way affect the total performance of BROADLINK on an end-to-end basis and protect the BROADLINK network and those networks attached to the BROADLINK network. In the case of CUSTOMER owned hardware and/or software connected to the BROADLINK network, CUSTOMER is totally responsible for any and all service to that equipment. BROADLINK, at its option, can supply technical services in the form of consulting 2nd/or services to BROADLINK customers at their request. Such services are billed at rates set on the BROADLINK pricing sheet and/or at rates that are in effect at the time such services are requested. BROADLINK has the right to refuse any such technical services at its sole option. CHANGE OF EOUIPMENT: BROADLINK is in the process of developing a high speed wireless radio/modem with the potential of transmitting data at up to 32 megabits per second. When these radio /modems are to be deployed, BROADLINK will replace the equipment currently in use by the City of San Rafael with these new radio/modems. It is understood that these radio/modems will not be ready for deployment for at least I year from the signing of this contract. This exchange of equipment will be done at no cost to the City of San Rafael. 5_1 DISCLAIMER OF WARRAI`-1IES: BROADLINK makes no warranties, expressed or implied, including, but not limited to, any warranties of merchantabiliry or fitness for anv oarticular numncr LICENSE AGREEMENT This Agreement is made this 17th day of August, 1998, by and between the City of San Rafael, a California municipal corporation ("LICENSOR'), and Broadlink Communications, a California corporation ("LICENSEE"). WHEREAS, LICENSOR is the owner of communications towers on San Rafael Hill and San Pedro Hill (herein "FACILITIES"), as are more particularly described in Exhibit "A", attached hereto and incorporated herein; and WHEREAS, LICENSEE is a communication service and maintenance provider, and is desirous of using FACILITIES to build -out the antenna array for its Internet WAN; and WHEREAS, LICENSOR and LICENSEE have entered into an Agreement by which LICENSEE shall install and maintain for LICENSEE a WAN system for a period of five years; and WHEREAS, part of the consideration for such Agreement is LICENSOR's grant of a license to LICENSEE to use FACILITIES; and WHEREAS, LICENSEE desires to have, and LICENSOR desires to grant to LICENSEE, a license for access to FACILITIES for the placement, maintenance, repair and replacement of the antenna array for its Internet WAN. NOW THEREFORE, the parties hereby agree as follows: 1. Grant of License. Subject to the terms and conditions of this Agreement, LICENSOR hereby grants LICENSEE and its authorized representatives a non-exclusive license to access FACILITIES for the purpose of the placement, maintenance, removal, repair and replacement of its antenna array for its Internet WAN. LICENSEE shall pay LICENSOR $464.00 per month for each tower site ($928.00 for both), for the rights granted to LICENSEE by this license. 2. Mutual Cooneration. LICENSEE agrees to coordinate its placement, maintenance, repair and replacement of its antenna array for its Internet WAN with LICENSOR and to prevent interference with the current and future use of FACILITIES by LICENSOR and others. LICENSOR agrees to cooperate with LICENSEE to make reasonable efforts to prevent any interference by LICENSOR, or other, with LICENSEE's antenna array. LICENSOR agrees to provide reasonable prior notice to LICENSEE of any LICENSOR activity which may impact the operation or maintenance of the antenna array. LICENSEE agrees to provide reasonable prior notice to LICENSOR or any LICENSEE activity which may impact the operation or maintenance of FACILITIES. LICENSOR reserves the right to use the property for purposes which will not unreasonably interfere with LICENSEE's full enjoyment of the rights hereby granted. 3. Compliance with Law. LICENSEE shall comply with all applicable governmental statutes, codes, ordinances, orders, permits, directives, guidelines, rules, and regulations ("Laws") regarding its operation and activities at FACILITIES. LICENSEE shall conduct its operation and activities at FACILITIES in a safe manner and in accordance with generally accepted professional communications engineering industry standards. 4. Expiration or Termination of Aereement., This Agreement shall terminate June 30, 2003, concurrent with the Agreement between the parties for installation and maintenance of City's WAN. Upon termination, LICENSEE shall at its sole cost and expense fully repair and restore the areas of FACILITIES to their original state unless LICENSOR agrees otherwise in writing. The parties may, by mutual agreement in writing, extend this agreement. 5. Notice. Any notices or communications hereunder shall be in writing and sent by first class mail, addressed to the parties at the addresses listed below, or to such other addresses as the party may from time to time designate in writing. Notices shall be deemed received upon actual receipt of the notice by the primary party being sent the notice. 6. Indemnification. LICENSEE shall indemnify, release, defend and hold harmless the LICENSOR, its officers, agents, employees and volunteers, against any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorney's fees and administrative costs, arising out of or resulting in any way, in whole or in part, from any acts or omissions, intentional or negligent, of the owner's officers, agents and employees or from any claim, demand, suit, judgment, loss, liability or expense of any kind, including attorneys fees and administrative costs arising out of, or resulting in any way, in whole or in part, from Licensee's use, in any manner, of the FACILITIES provided herein. 7. Insurance. LICENSEE shall provide policies of insurance as detailed in Section 9 of the Agreement between the parties for installation and maintenance of City's WAN. 8. Attornev's Fees and Costs., In the event that any legal action or proceeding is commenced to enforce or interpret this Agreement, the substantially prevailing party or parties shall be entitled to recover their reasonable attorneys' fees and legal costs incurred by reason of such action or proceeding whether or not prosecuted to judgment. 9. This license is personal to LICENSEE, and may not be assigned voluntarily or by operation of law by LICENSEE to any other person or entity. 10. The LICENSEE shall be responsible for obtaining all permits, licenses, approvals or other requirements of federal, state and local governmental or regulating agencies, for the activities and operation LICENSEE intends to conduct on FACILITIES. 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day, month and year first above written. (Licensor) CITY OF SAN RAFAEL ROD GOULD, City Manager ATTEST: JEANNE M. LEONCINI, City Clerk PPROYE FORM: ARY T. GGHIANAI, City Attorney 3 (Licensee) BROADLINK COMMUNICATIONS By: Name: Title: EXHIBIT ' 1 REGULAR MEETING SAN RAFAEL ZONING ADMINISTRATOR AUGUST 10, 1998 1. ED98-54 San Pedro Hill; City of San Rafael, owner; Broadlink Communications, representative; District P/OS; APN 15-250-53; communication facility. (KT) The hearing on this item started at 10:05 AM and concluded at 10:25 AM. Jock Miller, Ray Taylor and Dick Sadler of the Dominican Homeowners Association were in attendance. The applicant was not present. The Zoning Administrator clarified, when asked, where the antennas would be located on the hill, pointing out that the antennas would be placed on an existing telephone pole utilized by the police department and that the antennas would be painted a non - reflective color. The HOA representatives indicated that they were not concerned with the proposal as clarified by the Zoning Administrator. It was pointed out by the HOA representatives that the HOA president, Ray Taylor, had not received a notice. Their mailing address was provided as P.O. Box 151702, D Street in San Rafael for future reference. A concern was raised over whether the existing AT&T antenna facility was in compliance with its use permit approval. Staff indicated they could look into the matter further. An concern over the electrical emissions from the area was raised to which staff indicated such concerns would be forwarded to the attention of the FCC. The Zoning Administrator found that the antenna additions were in compliance with the applicable design review criteria. The application was approved with conditions. The Zoning Administrator pointed out that the permit was valid for two years and informed the public in attendance that this particular site may not be installed until the latter part of the two year period. ACTION TAKEN: CONDITIONAL APPROVAL Findings: 1. The proposed antenna arrays, as conditioned, are in accord with the General Plan, the objectives of the Zoning Ordinance, and the purposes of this chapter given that; a) the antennas will be located on an existing antenna tower and constitute an accessory structure which is permitted in the Park/Open Space/Conservation General Plan 2000 designation and the Park/Open Space (P/OS) Zoning Ordinance designation, specifically the criteria listed in Section 14.20.050; b) the purposes of Chapter 25 and the design review criteria established for review of communication facilities, and; c) the additional antennas will be painted to blend into the site to the maximum extent feasible in compliance with all applicable criteria. SRZA MINUTES 8/10/98 2 2. That the project design is consistent with all applicable site, architecture and landscaping design criteria and guidelines for the district in which the site is located, as discussed in finding 1 above. 3. That the project design minimizes adverse environmental impacts given that the project is categorically exempt from the California Environmentla Quality Act (CEQA) pursuant to section 15303 of the CEQA Guidelines, in that it consists of the addition of small accessory equipment, and no special circumstances apply to the site or use given that; a) the site is not in an environmentally sensitive location, and; b) the facility will be operated in compliance with the applicable ANSI standards for safe exposures to Radio Frequency (RF) emissions as regulated by the Federal Communications Commission (FCC) (Federal regulations preempt the City from reviewing telecommunications facilities based on RF levels). 4. That the project design will not be detrimental to the public health, safety or welfare, nor materially injurious to properties or improvements in the vicinity in that the antennas will be installed per the Uniform Building Code (UBC) and operated in accord with the FCC regulations. CONDITIONS OF APPROVAL: 1. The building techniques, plans and materials shown on the plans reviewed by the Zoning Administrator on August 10, 1998 shall be the same as presented for building permit approval. Any changes shall require review and approval of the Planning Department. 2. The permit approval shall be valid for two years, until August 10, 2000, during which time a building permit shall be issued to install the site, or the construction completed, or the permit shall be null and void. 3. If technology improvements or developments occur which allow the use of materially smaller or less visually obtrusive equipment, the carrier shall be required to replace or upgrade this facility. 4. The carrier shall properly maintain this facility during the life of this permit. The carrier shall remove the facility from the premises within 6 months if it has become inoperative or abandoned. 5. The antennas shall be painted a a non -reflective grey, or similar color, to match the existing equipment and blend into the site, as required by the prior ED 90-49 approval for the police tower facility. SRZA MINUTES 8/10/98 3 2. ED98-53 San Rafael Hill; City of San Rafael, owner; Broadlink Communications, representative; District P/OS; APN 11-051-02; communication facility. (KT) The hearing on this item started at 10:25 AM and concluded at 10:35 AM. The applicant was not present. The Zoning Administrator pointed out that the antennas would be placed on an existing facility utilized by the City Police and Fire departments as well as the County for communications purposes. The Zoning Administrator found that the antenna additions were in compliance with the applicable design review criteria. The application was approved with conditions. ACTION TAKEN: CONDITIONAL APPROVAL Findings: 1. The proposed antenna arrays, as conditioned, are in accord with the General Plan, the objectives of the Zoning Ordinance, and the purposes of this chapter given that; a) the antennas will be located on an existing antenna tower and constitute an accessory structure which is permitted in the Park/Open Space/Conservation General Plan 2000 designation and the Park/Open Space (P/OS) Zoning Ordinance designation, specifically the criteria listed in Section 14.20.050; b) the purposes of Chapter 25 and the design review criteria established for review of communication facilities, and; c) the additional antennas will be painted to blend into the site to the maximum extent feasible in compliance with all applicable criteria. 2. That the project design is consistent with all applicable site, architecture and landscaping design criteria and guidelines for the district in which the site is located, as discussed in finding 1 above. 3. That the project design minimizes adverse environmental impacts given that the project is categorically exempt from the California Environmentla Quality Act (CEQA) pursuant to section 15303 of the CEQA Guidelines, in that it consists of the addition of small accessory equipment, and no special circumstances apply to the site or use given that; a) the site is not in an environmentally sensitive location, and; b) the facility will be operated in compliance with the applicable ANSI standards for safe exposures to Radio Frequency (RF) emissions as regulated by the Federal Communications Commission (FCC) (Federal regulations preempt the City from reviewing telecommunications facilities based on RF levels). 4. That the project design will not be detrimental to the public health, safety or welfare, nor materially injurious to properties or improvements in the vicinity in that the antennas will be installed per the Uniform Building Code (UBC) and operated in accord with the FCC regulations. SRZA MIlNlUTES 8/10/98 n CONDITIONS OF APPROVAL: 1. The building techniques, plans and materials shown on the plans reviewed by the Zoning Administrator on August 10, 1998 shall be the same as presented for building permit approval. Any changes shall require review and approval of the Planning Department. 2. The permit approval shall be valid for two years, until August 10, 2000, during which time a building permit shall be issued to install the site, or the construction completed, or the permit shall be null and void. 3. If technology improvements or developments occur which allow the use of materially smaller or less visually obtrusive equipment, the carrier shall be required to replace or upgrade this facility. 4. The carrier shall properly maintain this facility during the life of this permit. The carrier shall remove the facility from the premises within 6 months if it has become inoperative or abandoned. 5. The antennas shall be painted a a non -reflective grey, or similar color, to match the existing equipment and blend into the site. SRZA NENUTES 8/10/98 ACTION BY UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS IN LIEU OF ORGANIZATIONAL MEETING The undersigned, being the Board of Directors of BroadLink Communications, Inc., a California Corporation (the "Corporation', by his signature below, hereby adopts the following resolutions on behalf of the Corporation, pursuant to the California Corporations Code, for the purpose of perfecting the organization of the Corporation: Actions Of Incomoration RESOLVED, that the actions of Paul J. Tauber, as the sole incorporator of the Corporation to perfect the organization of the Corporation, including the election of Jeffrey Aldrich, Douglas Linney, Warren Linney and Timothy McAllister as directors of the Corporation are hereby ratified and approved. Certification And Filine Of Actions Of Incorporation RESOLVED FURTHER, that the Secretary of the Corporation is authorized and instructed to insert in the Minute Book of the Corporation a copy of the Articles of Incorporation as filed in the Office of the California Secretary of State and certified by the Secretary of State. Adoption Of Bvlaws RESOLVED FURTHER, that the Bylaws, which were adopted and approved by the incorporated of the Corporation and attached as an exhibit to the Action of Incorporator are hereby ratified, approved, and adopted as the Bylaws of the Corporation; RESOLVED FURTHER, that the Secretary of the Corporation is authorized and directed to execute a Certificate of Adoption of the Bylaws and to insert them as certified in the Corporation's Minute Book, and to see that a certified copy is kept at the Corporation's principal office for the transaction of its business and that a certified copy is supplied to counsel to the Corporation. Principal Executive Office RESOLVED FURTHER, that the principal executive officer of the Corporation shall be located at 409 Mendocino Avenue, Suite C, Santa Rosa, California 95401. SA 1048\4016\AD W 041 O.DOC 01/15/98 1:05 PM Bank Account RESOLVED FURTHER, that for the purpose of establishing one or more depositories for the funds of the Corporation, the President and Secretary are hereby authorized to execute any standard form bank resolution cards as may be necessary to open corporate banking accounts, and that funds from such accounts may be withdrawn by means of checks or drafts of the Corporation signed by any officer or officers the President and Secretary may from time to time select. RESOLVED FURTHER, that all form resolutions required by such banks are hereby adopted in the form utilized by the banks, and the Secretary is hereby authorized to certify such resolutions as having been adopted by this unanimous written consent and is directed to insert the form of such resolutions in the Minute Book. Corporate Seal RESOLVED FURTHER, that a corporate seal in a form to be determined by the Secretary of the Corporation, is hereby adopted as the seal of the corporation. Expenses Of Incomoration RESOLVED FURTHER, that the Chief Financial Officer is authorized and directed to pay the expenses of the incorporation and organization of the Corporation, and to reimburse the person advancing funds to the Corporation for this purpose. Amortization Of Oreanizational Expenses RESOLVED FURTHER, that beginning with the month in which the Corporation begins business, the Corporation hereby adopts a system of amortizing organizational expenditures ratably over a period of sixty (60) months in accordance with Section 248 of the Internal Revenue Code. Election Of Officers RESOLVED FURTHER, that the following persons are elected to the office or offices indicated next to their names to serve until their successors shall be duly elected or appointed, unless he or she resigns, is removed from office or is otherwise disqualified from serving as an officer of the Corporation, to take their respective office or offices immediately upon such election: SAI 048\4016\ADW04IO DOC 7 01/15/9R 1•n5 PM Name Office Jeffrey Aldrich President Warren Linney Chairman of the Board, Chief Executive Officer Timothy McAllister Chief Financial Officer, Chief Operating Officer and Secretary Authority To Enter Into Contracts RESOLVED FURTHER, that except as otherwise provided in the Bylaws, the Articles of Incorporation or by law, the President shall have a general authority, on behalf of the Corporation, to enter into any and all contracts of any type, nature and description that he or she determines in his or her discretion to be in the best interests of the Corporation, without first securing the approval of the Board of Directors. Stock Issuance RESOLVED FURTHER, that shares of stock of the Corporation shall be issued only when the signature of the Chairman of the Board, President or Vice President and Chief Financial Officer, Secretary or Assistant Secretary are affixed to the certificate representing such shares. Securities Laws Compliance RESOLVED FURTHER, that it is contemplated that the offer and sale of the Corporation's common stock shall be exempt from qualification under the California Corporations Code and any other applicable state securities laws, and each officer of the Corporation is authorized and directed to take all steps necessary or desirable to comply with the applicable legal requirements, including causing any required notice to be prepared, executed, and timely filed with the appropriate regulatory agency. RESOLVED FURTHER, that it is contemplated that the offer and sale of the Corporation's common stock shall be exempt from the registration requirements of the federal Securities Act of 1933, as amended, pursuant to Section 4(2), Section 3(a)(11), or Regulation D of that Act, as may be applicable, and that each officer of the Corporation acting alone is hereby authorized and directed to take all steps necessary or desirable to qualify under an applicable exemption. Statement By Domestic Stock Comoration RESOLVED FURTHER, that the form entitled "Statement by Domestic Stock Corporation," as required to be filed with the California Secretary of State by California Corporations Code Section 1502, is hereby approved, and the President or Secretary of the Corporation is hereby authorized and directed to execute the form and forward it with the appropriate fee to the California Secretary of State in accordance with the time requirements of Section 1502, and those officers are directed to file a new statement annually in accordance with the provisions of that Section. Emolover Identification And Withholding RESOLVED FURTHER, that the officers of the Corporation are, and each acting alone is, hereby authorized and directed to take all actions deemed necessary of advisable to secure federal and state employer identification numbers and to comply with all laws regulating payroll reporting, withholding and taxes. Licenses And Permits RESOLVED FURTHER, that the officer of the Corporation be and hereby are authorized and directed to take any licenses and permits necessary to the business of the Corporation and to pay necessary fees and taxes therefor. S:\1048\4016\ADW04IO DOC 4 n l n U04 i •nc n►. Accounting Year RESOLVED FURTHER, that the accounting year of the Corporation shall end on December 31. S Corporation Election WHEREAS, it is in the best interest of the Corporation and its shareholders to elect to be treated as an S Corporation, pursuant to the Internal Revenue Code of 1986 and the California Revenue and Taxation Code; NOW, THEREFORE, BE IT RESOLVED, that the officers of the Corporation are, and each acting alone is, authorized and directed to execute all documents and to take such action as they may deem necessary or advisable in order to elect for S Corporation treatment, including but not limited to the submission of necessary corporation election documents to the Internal Revenue Service and the California Franchise Tax Board. Pre -Incorporation Agreements RESOLVED FURTHER, that any actions taken by the officers of the Corporation, as promoters of the Corporation, including the negotiation and execution of any agreement on behalf of the Corporation prior to its incorporation, are hereby ratified, confirmed and approved as the acts and deeds of the Corporation. Omnibus Resolutions RESOLVED FURTHER, that the officers of the Corporation are, and each acting alone, is, hereby authorized to do and perform any and all such acts, including execution of any and all documents and certificates, as said officers shall deem necessary or advisable, to carry out the purposes of the foregoing resolutions. RESOLVED FURTHER, that any actions taken by such officers prior to the date of the foregoing resolutions adopted hereby that are within the authority conferred thereby are hereby ratified, confirmed and approved as the acts and deeds of the Corporation. S:\ 1048\4016\ADW041 O.DOC 01/15/98 1:05 PM This Unanimous Written Consent shall be filed in the Minute Book of the Corporation and become a part of the records of the Corporation. Dated"4&AN4kL)�,N� , 1998 � J,s S S:\1048\4016\ADW0410.DOC 6 01/15/98 1:05 PM ;efO y A)rich Douglas Linney W n Linn y Timothy McAllis r ACORD CERTIFICATE OF LIABILITY INSURANCkP11 D CR DATE(MMIDD/YY) REL -1 08/24/98 PRODUCER THIS CERTIFICATE SSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Tanner Insurance Brokers HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 4670 Willow Road, Suite 250 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Pleasanton CA 94588 COMPANIES AFFORDING COVERAGE DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECUIL ITEMS Certificate holder is Additional Insured per attached CG2010 as respects General Liabilit and Auto Liabilityper attached 11-101. This insurance is primary. (See attached for agreemenwording) RE: Resolution #10296 CERTIFICATE HOLDER City of San Rafael Attn: Sharon E. Andrus Risk Manager P O Box 151560 San Rafael CA 94915-1560 ACORD 25S (1/95) CANCELLATION SANRAFA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICEQLL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPA�����111111I111/ITS A\�iENTS OR REPRESENTATIVES. AUTHORIZED SENTATIVE ©ACORD CORPORATION 1988 COMPANY Phone No. 925-463-9672 Fax No.925-463-0192 A Federal Insurance Co. INSURED COMPA Broad Link Communications, Inc COMP t n -- C `I I( J nl 26102 Eden Landing Road Ste #3 1 Hayward CA 94545 COMPANY 1k ' ,,I 1 COVERAGES � 1--�-�- THE POLICY PERIOD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN I TO THl1J RED NAMED ABOYRPECT INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR'O +WJZ: ZOCUMENT�J�I 1 TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HERO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER LTR POLICY EFFECTIVE POLICY EXPIRATION DATE (MMIDDIYY) DATE (MMIDDIYY) LIMITS GENERAL LIABILITY GENERAL AGGREGATE 5 2 0 0 0 0 0 0 A X COMMERCIAL GENERAL LIABILITY 35350791 02/02/98 02/02/99 PRODUCTS - COMP/OPAGG $2000000 CLAIMS MADE FXI OCCUR I PERSONALS ADV INJURY $2000000 — OWNER'S S CONTRACTOR'S PROT I EACH OCCURRENCE 5 2 0 0 0 0 0 0 X Garage Liab I FIRE DAMAGE (Any one fire) $100000 X Contractual MED EXP (Any one person) $ 5000 AUTOMOBILE LIABILITY A X ANY AUTO 35350791 02/02/98 02/02/99 COMBINED SINGLE LIMIT $1000000 ALL OWNED AUTOS — BODILY INJURY S SCHEDULED AUTOS (Per person) X HIRED AUTOS BODILY INJURY $ X NON -OWNED AUTOS (Per accident) — I PROPERTY DAMAGE S GARAGE LIABILITY I AUTO ONLY - EA ACCIDENT $ ANY AUTO I OTHER THAN AUTO ONLY., EACH ACCIDENT $ AGGREGATE S EXCESS LIABILITY I EACH OCCURRENCE $ UMBRELLA FORM I AGGREGATE S OTHER THAN UMBRELLA FORM $ WORKERS COMPENSATION AND j I TORY L MITTS I iOEERR EMPLOYERS' LIABILITY EL EACH ACCIDENT $ THE PROPRIETOR/INCL EL DISEASE - POLICY UMR S PARTNERS/EXECUTIVE jI OFFICERS ARE: II-- EXCL EL DISEASE - EA EMPLOYEE S OTHER A Business Personal 35350791 02/02/98 02/02/99 Spec Form $80,000 Property RC DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESISPECUIL ITEMS Certificate holder is Additional Insured per attached CG2010 as respects General Liabilit and Auto Liabilityper attached 11-101. This insurance is primary. (See attached for agreemenwording) RE: Resolution #10296 CERTIFICATE HOLDER City of San Rafael Attn: Sharon E. Andrus Risk Manager P O Box 151560 San Rafael CA 94915-1560 ACORD 25S (1/95) CANCELLATION SANRAFA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICEQLL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPA�����111111I111/ITS A\�iENTS OR REPRESENTATIVES. AUTHORIZED SENTATIVE ©ACORD CORPORATION 1988 POLICY NUMBER: 35350791 COMMERCIAL GENERAL LIABILITY CG 20 10 10 93 INSURED: Broadlink Communications THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS (FORM B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: It is hereby understood and agreed that the City of San Rafael, its officers, agents and employees, are additional nsured hereunder but only a respects liability arising out of the land and/or property and/or work designated in the License Agreement and the Wireless Wan Installation and Maintenance Services Agreement between the City of San Rafael and Broadlink Communications. PRIMARY INSURANCE Such insurance as is afforded by this endorsement for the additional insureds shall apply as primary insurance. Any other insurance maintained by the additional insureds or its officers and employees shall be excess only and not contributing with the insurance afforded by this endorsement, except in the event of sole or contributory negligence on the part of the additional insureds. AS REQUIRED BY WRITTEN CONTRACT (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule, but only with respect to liability arising out of your ongoing operations performed for that insured. CG 20 10 10 93 Copyright, Insurance Services Office, Inc., 1992 POLICY NUMBER: 732: 76 INSURED: Broadlink Communications CMMERCIAL AUTO ADDITIONAL INSURED ENDORSEMENT The person or organization shown in the schedule is an additional insured under the provisions of CA 107 (12/90) NAME OF PERSON OR ORGANIZATION It is hereby understood and agreed that the City of San Rafael, its officers, agents and employees, are additional insured hereunder but only as respects liability arising out of the land and/or property and/or work designated in. the License Agreement and the Wireless Wan Installation and Maintenance Services Agreement between the City of San Rafael and Broadlink Communications. PRIMARY INSURANCE Such insurance as is afforded by this endorsement for the additional insureds shall apply as primary insurance. Any other insurance maintained by the additional insureds or its officers and employees shall be excess only and not contributing with the insurance afforded by this endorsement, except in the event of sole or contributory negligence on the part of the additional insureds. Any person or organization for whom you are required under an "insured contract' to provide insurance is consider an 'insured' for Liability coverage, but only to the extent that person or organization qualifies as an 'insured' under the Who Is An Insured provision contained in Section II of the Coverage form. 11-101 (6/94) MPORTANT • THIS IS NOT A BILL. SENO NO MONEY UNLESS ST' 'HENT IS ENCLOSED. IFEMIM HOME OFFICE SAN FRANCISCO 1 P,_ ICY DECLARATIONS 1 N S URA N C IR CALIFORNIA WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY POLICY IFU N D THESE DECLARATIONS ARE A PART OF THE WORKERS' COMPENSATION Poucy INDICATED HEiEOM THIS INSURANCE IS EFFECTIVE FROM 12:01. A.M., PACIFIC STANDARD TIME 12-02-97 TO 12-01-98 AND SHALL AUTOMATICALLY RENEW EACH 12-01 UNTIL CANCELLED BROADLINK.COM, INC CONTINUOUS POLICY 1512022-97 DEPOSIT PREMIUM $521.00 409 MENDOCINO #C SANTA ROSA, CALIF 95401 MINIMUM PREMIUM $521.00 PREMIUM ADJUSTMENT PERIOD MONTHLY N NC NAME OF EMPLOYER- BROADLINK.COM, INC (A CORPORATION) 1. WORKERS' COMPENSATION INSURANCE - PART ONE OF THIS POLICY APPLIES TO THE WORKERS' COMPENSATION LAWS OF THE STATE OF CALIFORNIA. 2. EMPLOYER'S LIABILITY INSURANCE - PART TWO OF THIS POLICY APPLIES TO LIABILITY UNDER THE LAWS OF THE STATE OF CALIFORNIA. THE LIMIT OF OUR LIABILITY INCLUDING DEFENSE COSTS UNDER PART TWO IS, $1,000,000 CODE NO. PRINCIPAL WORK AND RATES EFFECTIVE TO 12-01-98 INTERIM BASE BILLING RATE RATE* 8742 SALESPERSONS --OUTSIDE. 1.22 .98 5191 COMPUTER OR COMPUTER SYSTEM INSTALLA- 4.98 4.00 TION, INSPECTION, ADJUSTMENT OR REPAIR --SHOP AND OUTSIDE. ********BUREAU NOTE INFORMATION"****** WARREN LINNET CEO,PRES 88.00% TIM MC ALLISTER SEC,TRES 12.00% TOTAL ESTIMATED ANNUAL PREMIUM .nitumFvcTr_vrn 71vn .r-,.••.... -- ---- --- -- $5,212