AAM, Inc - Asbestos Abatement e
CITY OF TIGARD
CONTRACT SUMMARY FORM
(THIS MUST ACCOMPANYEACH CONTRACT BEFOREAUTHORIZATION SIGNATURE CAN BE ACQUIRED)
Title of Contract:Remediation Services- 13337 SW Hall Blvd. Contract#:
Contractor: Hahn and Associates,Inc. Total: $6750
Brief Overview: Contractor will provide remediation services at the Loucks/Burton property located at
13337 SW Hall Blvd.,Tigard,OR 97223.
Changes Made To none
Boilerplate Contract
Type of Contract: Purchase A eement Personal Service Construction ❑ Other
Start Date: upon execution I End Date: 8/26/08 LCRB Award Date: n/a
Contract Manager:Dennis Koellermeier Extension:2596 Department:PW
Quotes/Bids/Proposals: COMPANY AMOUNT /SCORE
n/a- direct appointment
Department Comments:
Department Signature Date: C�
Purchasing Comments:
Purchasing Si Date: ot.., 11,4- 2_cx_N9
Administration: Date:
Certificate of Insurance Received? ®Yes ❑No ❑ Self-Insured (Form Received
Business Tax Current? Yes EINo Contractor License Current? Lj Yes Lj No
Federal TIN/1099#: 93-0942954 Bonds Required: ❑Yes E No
Accounting String: Fund Division Account Total
225 6400 754030 $6750
Contract#
V CITY OF TIGARD, OREGON
AGREEMENT FOR SERVICES RELATED TO
ASBESTOS ABATEMENT
THIS AGREEMENT made and entered into this 20`' day of August,2008,by and between the City of Tigard, a
municipal corporation of the State of Oregon, hereinafter called "City", and AAM, Inc., hereinafter called
"Contractor", collectively known as the"Parties."
RECITALS
WHEREAS, Contractor has submitted a bid or proposal to City to provide specific services;and
WHEREAS, Contractor is in the business of providing specific services, and is aware of the purposes for
which City requires the services; and
WHEREAS, Contractor holds a license issued by the Department of Environmental Quality under ORS
468A.720.
WHEREAS, City and Contractor wish to enter into a contract under which City shall purchase the services
described in Contractor's bid or proposal;
THEREFORE,The Parties agree as follows:
1. SERVICES TO BE PROVIDED
Contractor agrees to provide services related to asbestos abatement at 13337 SW Hall Blvd., Tigard,
Oregon as detailed in Exhibit A—Scope of Services and by this reference made a part hereof.
2. EFFECTIVE DATE AND DURATION
Contractor shall initiate services upon receipt of City's notice to proceed, together with an executed copy
of this Agreement. This Agreement shall become effective upon the date of execution and shall expire,
unless otherwise terminated or extended, on October 31, 2008. All services shall be completed prior to
the expiration of this Agreement.
3. COMPENSATION
City agrees to pay Contractor an amount not exceeding Two Thousand Five Hundred Fifty and No/100
dollars ($2,550.00) for performance of those services described herein, which payment shall be based
upon the following applicable terms:
A. Payment will be made in installments based on Contractor's invoice, subject to the approval
by the City, and not more frequently than monthly. Payment shall be made,only for work
actually completed as of the date of invoice.
B. Payment by City shall release City from any further obligation for payment to Contractor, for
services performed or expenses incurred as of the date of the invoice. Payment shall not be
considered acceptance or approval of any work or waiver of any defects therein.
C. Contractor shall make payments promptly, as due, to all persons supplying labor or materials
for the prosecution of this work.
D. Contractor shall not permit any lien or claim to be filed or prosecuted against the City on any
account of any labor or material furnished.
E. Contractor shall pay to the Department of Revenue all sums withheld from employees
pursuant to ORS 316.167.
Standard Purchase Agreement—General Services Page 1
Revised—05/14/2007 L�
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F. If Contractor fails, neglects or refuses to make prompt payment of any claim for labor or
services furnished to Contractor or a subcontractor by any person as such claim becomes due,
City may pay such claim and charge the amount of the payment against funds due or to
become due the Contractor. The payment of the claim in this manner shall not relieve
Contractor or their surety from obligation with respect to any unpaid claims.
G. Contractor shall pay employees at least time and a half pay for all overtime worked in excess
of 40 hours in any one work week except for individuals under the contract who are excluded
under ORS 653.010 to 653.261 or under 29 USC sections 201 to 209 from receiving overtime.
H. Contractor shall promptly, as due,make payment to any person, co-partnership,association or
corporation, furnishing medical, surgical, hospital care or other needed care and attention
incident to sickness or injury to the employees of Contractor or all sums which Contractor
agrees to pay for such services and all moneys and sums which Contractor collected or
deducted from the wages of employees pursuant to any law, contract or agreement for the
purpose of providing or paying for such service.
I. The City certifies that sufficient funds are available and authorized for expenditure to finance
costs of this contract
5. ASSIGNMENT/DELEGATION
Neither party shall assign or transfer any interest in or duty under this Agreement without the written
consent of the.other and any attempted assignment or transfer without the written consent of the other
party shall be invalid.
6. SUBMITTING BILLS AND MAKING PAYMENTS
All notices and bills shall be made in writing and may be given by personal delivery, mail or fax.
Payments may be made by personal delivery, mail, or electronic transfer. The following addresses shall
be used to transmit notices,bills,payments,and other information:
CITY OF TIGARD AAM,INC.
Attn: Nick Nissen, Facilities Coordinator Attn.
Address: 13125 SW Hall Blvd. Address: 11225-A SW Greenburg Rd, Bldg A
Tigard, Oregon 97223 Tigard, Oregon 97223-5321
Phone: (503) 718-2605 Phone: (503) 624-9221
Fax: (503) 684-7297 Fax: (503) 624-9222
Email Address: n rd-or. ov Email Address:
7. ACCESS TO RECORDS
City shall have access to such books, documents, papers and records of Contractor as are directly
pertinent to this Agreement for the purpose of making audit,examination,excerpts and transcripts.
Standard Purchase Agreement—General Services Page 2
Revised—05/14/2007
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8. FORCE MATEURE
Neither City nor Contractor shall be considered in default because of any delays in completion and
responsibilities hereunder due to causes beyond the control and without fault or negligence on the part of
the parties so disenabled, including but not restricted to, natural disaster, war, civil unrest, volcano,
earthquake, fire, flood, epidemic, quarantine restriction, area-wide strike, freight embargo, unusually
severe weather or delay of subcontractor or supplies due to such cause; provided that the parties so
disenabled shall within ten (10) days from the beginning of such delay,notify the other party in writing of
the cause of delay and its probable extent Such notification shall not be the basis for a claim for
additional compensation. Each party shall, however, make all reasonable efforts to remove or eliminate
such a cause of delay or default and shall, upon cessation of the cause, diligently pursue performance of
its obligation under the Agreement.
9. NON-DISCRIMINATION
Contractor agrees to comply with all applicable requirements of federal and state civil rights and
rehabilitation statues, rules, and regulations. Contractor also shall comply with the Americans with
Disabilities Act of 1990, ORS 659.425,and all regulations and administrative rules established pursuant to
those laws.
10. INDEMNITY/HOLD HARMLESS
City has relied upon the professional ability and training of Contractor as a material inducement to enter
into this Agreement Contractor warrants that all its work will be performed in accordance with generally
accepted professional practices and standards as well as the requirements of applicable federal, state and
local laws,it being understood that acceptance of a contractor's work by City shall not operate as a waiver
or release.
Contractor shall defend, indemnify and hold harmless City, City's officers, employees, agents and
representatives from and against all liability, claims, demands, judgments, penalties, and causes of
action of any kind or character, or other costs or expenses incidental to the investigation and defense
thereof, of whatever nature, resulting from or arising out of the activities of the Contractor or its
subcontractors, agents, or employees under this contract, except,however, that the foregoing shall not
apply to liability that arises out of City's sole negligence.
11. INSURANCE
Contractor shall maintain insurance acceptable to City in full force and effect throughout the term of this
contract. Such insurance shall cover all risks arising directly or indirectly out of Contractor's activities or
work hereunder.
The policy or policies of insurance maintained by the Contractor shall provide at least the following limits
and coverages:
Standard Purchase Agreement—General Services Page 3
Revised—05/14/2007
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A. Commercial General Liability Insurance
Contractor shall obtain, at contractor's expense, and keep in effect during the term of this
contract, Comprehensive General Liability Insurance covering Bodily Injury and Property
Damage on an "occurrence" form (1996 ISO or equivalent). This coverage shall include
Contractual Liability insurance for the indemnity provided under this contract. The following
insurance will be carried:
Coverage Limit
General Aggregate 1,000,000
Products-Completed Operations Aggregate 1,000,000
Personal&Advertising Injury 1,000,000
Each Occurrence 1,000,000
Fire Damage (any one fire) 50,000
Medical Expense (any one person) 5,000
B. Pollution Exposure
Contractor shall obtain coverage for the duration of the contract for pollution legal liability,
including investigation and legal defense costs, for bodily injury and property damage,
including loss of use of damaged property or of property that has not been physically
damaged or destroyed. Such coverage must provide coverage for both on-site and off-site
clean-up costs and cover gradual and sudden pollution. Coverage shall be maintained in an
amount of at least:
1. $1,000,000 each occurrence for Contractor's operations at the site;and
2. $5,000,000 each occurrence for all treatment, storage and disposal facilities,including
transportation to such facilities
3. If the policy contains a general aggregate limit or policy limit,it shall be at least
$5,000,000
C. Business Automobile Liability Insurance
If Contractor will be delivering any goods or services which require the use of a vehicle,
Contractor shall provide City a certificate indicating that Contractor has business automobile
liability coverage for all owned,hired, and non-owned vehicles. The Combined Single Limit per
occurrence shall not be less than $1,000,000. Said insurance shall name City as an additional
insured and shall require written notice to City thirty (30) days in advance of cancellation. If
Contractor hires a carrier to make delivery,Contractor shall ensure that said carrier complies with
this paragraph.
D. Workers' Compensation Insurance
The Contractor and all employers providing work, labor or materials under this Contract that
are either subject employers under the Oregon Workers' Compensation Law and shall comply
with ORS 656.017, which requires them to provide workers' compensation coverage that
satisfies Oregon law for all their subject workers or employers that are exempt under ORS
656.126. Out-of-state employers must provide Oregon workers' compensation coverage for
their workers who work at a single location within Oregon for more than 30 days in a calendar
year. Contractors who perform work without the assistance or labor of any employee need
not obtain such coverage. This shall include Employer's Liability Insurance with coverage
limits of not less than $500,000 each accident.
E. Insurance Carrier Rating
Standard Purchase Agreement—General Services Page 4
Revised—05/14/2007
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All coverage provided by the Contractor must be underwritten by an insurance company
deemed acceptable by the City. The City reserves the right to reject all or any insurance
carrier(s) with an unacceptable financial rating.
F. Certificates of Insurance
As evidence of the insurance coverage required by the contract, the Contractor shall furnish a
Certificate of Insurance to the City. No contract shall be effected until the required
certificates have been received and approved by the City.
The procuring of such required insurance shall not be construed to limit contractor's liability hereunder.
Notwithstanding said insurance, Contractor shall be obligated for the total amount of any damage,injury,
or loss caused by negligence or neglect connected with this contract
12. ATTORNEY'S FEES
In case suit or action is instituted to enforce the provisions of this contract, the parties agree that the
losing party shall pay such sum as the court may adjudge reasonable attorney fees and court costs,
including witness fees(expert and non-expert),attorney's fees and court costs on appeal.
13. COMPLIANCE WITH STATE AND FEDERAL LAWS/RULES
Contractor shall comply with all applicable federal, state and local laws, rules and regulations,
including, but not limited to, the requirements concerning working hours, overtime, medical care,
workers compensation insurance, health care payments, payments to employees and subcontractors
and income tax withholding contained in ORS Chapter 279B, the provisions of which are hereby
made a part of this agreement.
14. DEO LICENSE
The Contract certifies by signature below, that they will maintain throughout the duration of this
Agreement a current license, issued by the Department of Environmental Quality, under ORS
468A.720, to properly handle asbestos abatement projects
15. CONFLICT BETWEEN TERMS
It is further expressly agreed by and between the parties hereto that should there be any conflict between
the terms of this instrument in the proposal of the contract, this instrument shall control and nothing
herein shall be considered as an acceptance of the terms of proposal conflicting herewith.
16. SEVERABILITY
In the event any provision or portion of this Agreement is held to be unenforceable or invalid by any
court of competent jurisdiction, the validity of the remaining terms and provisions shall not be affected
to the extent that it did not materially affect the intent of the parties when they entered into the
agreement.
17. INDUSTRIAL ACCIDENT FUND PAYMENT
Contractor shall pay all contributions or amount due the Industrial Accident Fund form that Contractor
or subcontractors incur during the performance of this Agreement.
18. GOVERNING LAW
Contractor shall comply with all applicable federal, state and local laws; and rules and regulations on
non-discrimination in employment because of race, color, ancestry, national origin, religion, sex,
marital status, age, medical condition or disability. The provisions of this Agreement shall be construed
in accordance with the provisions of the laws of the State of Oregon. All provisions required by ORS
Chapter 279 to be included in a contract of this type are incorporated into this Agreement as though fully
Standard Purchase Agreement—General Services Page 5
Revised—05/14/2007
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set forth herein. Any action or suits involving any question arising under this Agreement must be
brought in the appropriate court of the State of Oregon.
Contractor shall further comply with all current federal, state,and local laws pertaining to any demolition,
renovation, repair, construction or maintenance activity of any public or private facility that involves
the repair, enclosure, encapsulation, removal, salvage, handling or disposal of any material with the
potential of releasing asbestos fibers from asbestos-containing material into the air.
19. COMPLETE AGREEMENT
This Agreement, including the exhibits, is intended both as a final expression of the Agreement between
the parties and as a complete and exclusive statement of the terms. In the event of an inconsistency
between a provision in the main body of the Agreement and a provision in the Exhibit, the provision in
the main body of the Agreement shall control. In the event of an inconsistency between Exhibit A and
Exhibit B, Exhibit A shall control. No modification of this Agreement shall be effective unless and until
it is made in writing and signed by both parties. No waiver, consent,modification, or change of terms of
this Agreement shall bind either party unless in writing and signed by both parties. Such waiver,consent,
modification, or change if made, shall be effective only in specific instances and for the specific purpose
given. There are no understandings, agreements, or representations, oral or written, not specified herein
regarding this Agreement. Contractor, by the signature of its authorized representative, hereby
acknowledges that Contractor has read this Agreement, understands it and agrees to be bound by its
terms and conditions.
IN WITNESS WHEREOF, City has caused this Agreement to be executed by its duly authorized
undersigned officer and Contractor has executed this Agreement on the date hereinabove first written.
CITY OF TIGARD AAM,INC.
N�y
By: Authorized City Representative By:A orized ontractor Representative
Date Date
Standard Purchase Agreement—General Services Page 6
Revised—05/14/2007
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EXHIBIT A
SCOPE OF SERVICES
LOCATION
Contractor shall perform asbestos abatement work at the structure owned by the City located at 13337 SW
Hall Blvd.,Tigard, Oregon 97223 and commonly referred to as the "Loucks/Burton House".
WORK
Contractor shall furnish all materials and labor required for the abatement of asbestos at the location. Work
shall include by is not limited to:
A. The safe mobilization, containment,removal, and demobilization of any and all asbestos materials at
the location. The work involves the abatement of approximately 150 sq. feet of 12"x12" self
adhesive RSF Tile with tan and green striations on second floor, 10 sq. feet of white, blue grey RSF
in kitchen pantry alcove, 380 sq. feet of off white rough texture located in the living room second
ceiling layer, 10 sq. feet of black roof mastic at roof penetrations and base of dormer windows.
B. All procedures and protocols shall be in full compliance with all State and Federal regulations
including, but not limited to, State of Oregon Department of Environmental Quality (DEQ,
Environmental Protection Agency (EPA), Asbestos Hazard Emergency Response Act (AHERA),
and Occupational Safety and Health Administration.
C. Provide 10 day notification to DEQ per OAR 340-248-0260.
D. Provide any required Occupational Safety and Health Administration (OSHA) air monitoring.
E. Provide any post-asbestos abatement air clearance testing (PCNA as required by DEQ for all
projects over 160 sq. feet and 260 sq. feet.
F. Provide City with and file with DEQ, Form ASN-5 of clearance results.
G. Dispose of waste at a State of Oregon approved landfill.
Water and electricity shall be provided by the City.
Standard Purchase Agreement—General Services Page 7
Revised—05/14/2007
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EXHIBIT B
CONTRACTOR'S PROPOSAL
Standard Purchase Agreement—General Services Page 8
Revised—05/14/2007
Cc 3 }f t to L"5-4s
AAW
Ph: 503-624-9221,Fx: 503-624-9222 ESTIMATE
11225A SW Greenburg Rd,Bldg A DATE ESTIMATE#
Tigard,OR 97223-5321
FEIN 68-0604665 CCB#166575 UBI4602039094 8/19/2008 R80937
BILL TO JOB SITE
City of Tigard Public Works li37 SW Hall St
Accounts Payable Tigard, OR
13125 SW Hall Blvd. 503-327-5471
Tigard, OR 97223
PROJECT DESCRIPTION P.O.NO. Terms Rep
SEE BELOW Del
DESCRIPTION QTY RATE Total
TERMS: Balance due when completed. 0.00
AAM hereinafter designated as"CONTRACTOR"proposes to famish all materials and labor required for the
performance of the following. Prices assume potable water and power will be made available by customer for on site
use by CONTRACTOR.
Required DEQ Notification per OAR 340-248-0260 ASNI 10 day notification for Removal of Friable ACM 1 100.00 100.00
Price:for Abatement of specifically identified areas of asbestos containing materials at the above address. 2,200.00
Prices assume all work to be done on straight time(overtime will be billed at 150%of regular rate).Includes
procedures and protocols in compliance with all State and Federal regulations including State of Oregon Department of
Environmental Quality(DEQ)and Environmental Protection Agency's(EPA)Asbestos Hazard Emergency Response
Act(AHERA)and ASHARA and Occupational Safety and Health Administration.
Scope of Work: Remove/dispose of 150sf, 12"x12"self adhesive RSF Tile with tan and green striations on second floor,
I Osf of White,Blue Gray RSF in kitchen pantry alcove,380sf of off white rough texture located in living room second
ceiling layer, l Osf of black roof mastic at roof penetrations and base of dormer windows.
Required Post Asbestos Abatement Air Clearance Testing(PCM) provided by a contractor financially independent 1 250.00 250.00
from AAM
as required by Dept of Environmental Quality for all projects over 160sf and 260 linear feet.
The required DEQ Form ASN-5 of clearance results will be filed with DEQ as required.
Understandings:
Cost for transportation,disposal or landfill fees for Hazardous waste included.
Client to provide water and power and exclusive access to work site.
This bid Excludes any required post abatement air sampling clearance tests except as specifically stated below.
This bid Excludes any rebuilding,duct cleaning or plumbing or electrical work,repairs to roof or siding,removing or
replacing any framing,sealing,replacement,texturing or repainting of any sheetrock/walls. Proposals is valid for 30
days
*Agreement subject to terms listed on back. We look forward to being of service to you. Sales Tax(0.0%) $0.00
*Discounts subject to receipt of timely payment.
*5%monthly Late Charge on overdue accounts Signature for ac pptance of bid and terms Total $2,550.00
*1 have received precaution list,& required CCB "Consumer
Notification"&"Information Notice about Construction Liens."
Contract#
EXHIBIT C- CITY OF TIGARD (BUYER) - STANDARD TERMS AND CONDITIONS
1. Packing&Shipment Deliveries shall be made as specified,without charge for 9. Cancellation for Cane Buyer may cancel all or any part of the undelivered portion
boxing crating, carting or storage. Material shall be suitably packed to ensure of this Order if Seller breaches any of the terms hereof or in the event of any of the
against damage from weather or transportation and to secure lowest transportation following.Insolvency of Seller,a voluntary or involuntary petition in bankruptcy
costs, and in accordance with the requirements of common carriers. Buyers for,by or against Seller,the appointment of a receiver or trustee for Seller,or an
Omer nuumber and symbols must be plainly marked on all invoices,packages,bills assigfunent for the benefit of creditors by Seller or if Buyer has reasonable cause to
of lading and shipping orders. Packing lists shall accompany each box or package believe Seller will become insolvent,file for bankruptcy,go out of business or that
shipment Buyer's count or weight shall be conclusive on shipment not the products being shipped may be subject to lien,lain or attadunent by a
accompanied by packing lists. Unless otherwise specifically agreed on the reverse creditor of Seller. Any such cancellation under this section shall be cancellation for
side of this Agreement,all costs of packaging and shipment are included in the cause and in the event of such cancellation,Buyer shall have the right to complete,
purchase price and all goods will be shipped,with all costs prepaid Risk of loss to or cause to have completed, this Order including the right to cause Seller to
goods in shipment(iridkhng damage,destruction,theft,or loss)shall be home by produce,without liability of any kind to the Buyer,proprietary items of the Seller as
the Seller Risk of loss shall not pass to Buyer until the goods are delivered to and necessary to complete the Order.The remedies and damages in this section shall
checked in at the location specified by Buyer in this Order. be cumuilative and in addition to any other or further remedies provided at Law or
2 Wanartty. Unless otherwise agreed in writing Seller warrants that the products in Equity,including reasonable and necessary attorney's fees and other costs of
ordered will conform to the specifications herein and to any drawings,samples,or litigation.
other description furnished or adapted by Buyer. All products are warranted to be 10. Temvnation City has the right,in its sole discretion,to teanimte without
merchantable,to be of the highest quality design,material,and workmanship and cause or for no cause,to termination this Agreement at any time by giving
free from defect and to be fit for purpose intended All warranties shall survive notice to Seller. If City terminates the contract pursuant to this section,it shall
inspection or test,acceptance and payment Warranties shall nm to Buyer,its pay Seller for goods shipped by Seller prior to receipt by Seller of the notice of
successors,assigns and customers. Warranty period shall be(1)year from date of termination City may deduct the amount of damages,if any,sustained by City
acceptance by Buyer. due to any breach of contract or warranty by Seller. Damages for breach of
3. Ir>ssmection and Acceptance. At Buyer's request;Seller shall provide a complete contract or warranty shall be those allowed by Oregon law,reasonable and
inspection program;satisfactory to Buyer;for Buyer's inspection of all materials, necessary attorney fees,witness fees(expert and non-expert),and other costs
fabricating methods,equipment in process work and finished produm of litigation at trial and on appeal
If this Order provides for inspection of the work by Buyer on site during the 11. As=ment and Subcontracting. Seller may not assign or subcontract any of its
period of manufacture,Seller agrees to provide Buyer's inspectors with reasonable rights or obligations hereunder without the prior written approval of Buyer. Any
facilities and assistance during such inspection. Inspection by Buyer shall not unapproved assignment shall be void Seller shall be fully responsible for the acts
unduly delay the work Buyer may charge Seller any additional cost incurred by or omissions of any subcontractors and all persons employed by thea,,and neither
Buyer if the work is not ready in accordance with the inspection schedule. Any the approval by Buyer of any subcontract nor anything contained herein shall be
inspection made or Waiver-of-Inspection-Notice given by Buyer will not relieve deemed to create any contractual relation between the subcontractor and the
Seller from its responsibilities for delivering products and work hereunder. Buyer. Buyer may assign its rights under this Order.
Acceptance or rejection of the products shall be made up to 10 days after delivery 12 Work on Buyer's Premises. If Seller's performance of this Order involves
and inspection by Buyer except as otherwise provided herein Failure to inspect operations by Seller on Buyer's premises,Seller shall(a)provide all necessary and
and accept or reject products shall neither relieve Seller from responsibility for such sufficient safeguards and take all proper precautions against the occurrence of
products,which do not meet the requirements herein nor impose liability on Buyer injury to any person or damage to any property,and shall be responsible for and
therefor. shall indemnify and hold harailess Buyer,its representatives,officers,employees,
4. Div If Seller fails to meet the delivery schedule provided herein,Buyer may and agents from any and all loss,sur,action or clairn,including cost and attorney's
require Seller to deliver the products, or any portion thereof in any ma rner fees,by reason of injury,including death,to any person and carry public liability
corrnneraally necessary to speed delivery,all at the Sellers sole expense. Unless and property damage insurance with knits of liability of not less than$300,000
otherwise agreed upon in writing by Buyer and Seller,Seller shall be required to pay each, unless higher limits are required by a signed purchase agreement; with
the normal freight weight plus any premium rate required. Invoices covering contractual liability endorsement and such insurance of employees as may be
products shipped in advance of the date specified will not be paid until after the required by any workmen's compensation act or other law,regulation or ordinance
date specified for delivery and are subject to rejection,as provided in this paragraph which may apply in the premises. Such public liability and property damage
immediately below,if shipped too early. insurance shall also cover the operation of Seller's vehicles used in the performance
Neither party shall be liable for delays or defaults due to strike,fire,wmdstom>no, of Seller's operations. Any policy of insurance written in accordance with the
natural disaster,war,civil unrest or other similar unforeseeable cause beyond the foregoing shall be appropriately endorsed to named Buyer,it's officials,employees
control and without the fault or negligence of the parry inuring such delay. Seller and agents as additional insureds,with provisions that such insurance is primary
shall notify Buyer in writing of the existence of such cause within five(5)days after insurance with respect to their irnteres,and that any other insurance maintained by
the commencement of the delay or default giving pertinent information Buyer is excess and not contributory insurance with the insurance required
concemimg such cause. No delivery shall be made more than seven(7)days prior hereunder,with cross-liability or severability of interest provisions,and shall further
to the applicable delivery date,and Buyer shall have the right to return earlier provide that the coverage provided thereby shall not be modified or discontinued
deliveries at Seller's risk and expense or charge to Seller any additional costs or terminated except upon 30 days prior written notice to Buyer. Compliance shall
sustained because of the same. be verified by Certificate of Insurance'=with appropriate endorsements sent to
5. Bier-Fumished Materials. Seller shall assume all risk of loss of any material Buyer prior to Seller commencing worlk on Buyers premises. Any work
furnished by Buyer to Seller for use in perfommance of this Order. pedomred on Buyers premises must be done pursuant to all OSHA standards,all
6. Taxes. Seller shall not invoice Buyer for any taxes nor include in Seller's price any applicable State and Federal health and safety laws,Hiles and regulations and all
federal excise,state,or city tax or any other tax,unless Seller has first asked Buyer workers must be covered by workers'compensation insurance famished through
for Buyers tax exemption number and it has been agreed upon between both and paid for by Seller.
parties that Buyer is not exempt from the tax 13. Stop Work Order. Buyer may,at any time by written order to Seller,require Seller
7. Qm=. Buyer may; by written order, make changes including changes in to stop all,or any part of the work called for by this Order for a period of 90 days
drawings or specifications. Buyer will equitably adjust any difference in cost or after the written order is delivered to Seller,and for any further period to which the
time for performance resulting from such change and the Order modified in parties may agree and for any other period to which the parties may have agreed or
writing accordingly. ANY CLAIM BY SlE17 FR UNDER THIS CLAUSE as provided in Section 4,10,and/or 11. Within the period of 90 days or less or
MUST BE ASSERTED IN WRITING VMHN 30 DAYS FROM THE within any extension of that period,Buyer shall either.(a)cancel the"Stop Work
DATE OF SELLER'S RECEIPT OF TIE MANGE ORDER OR THE Order'and direct Seller to resume work;or(b)terminate the work covered by this
CLAIM WILL NOT BE ALLOWED. Order. If Buyer orders Seller to resume work, Seller shall be entitled to any
In the event that Buyer proposes any change prior to making such change by equitable adjusttrient pursuant to Section 8 provided a claim for such an
written order and such change will have an effect on the warranty of the products adjustment shall be submitted by Seller within 30 days after the end of the period
procured by this Order,Seller shall notify Buyer in writing of such effect within 10 of work stoppage
days of receipt of suchproposal 14. Payment Payment date and cash discount period shall be calculated from the date
8. A Seller shall no,without the written consent of Buuyer,in any manner of Buyers receipt of an acceptable invoice and Buyers acceptance of the products
advertise or publish the fact that Seller has famished or contracted to fumish to and supporting documentation at destination
Buyer the products herein
Standard Purchase Agreement—General Services Page 1
Revised—05/14/2007
15. Inf6r atlon/Data Unless otherwise agreed in writing any designs, drawings, the event a party fads to proceed with arbitratioq unsuccessfully challenges the
specifications,or other manufacturing information famished by Buyer to Seller arbitrator's award,or fails to comply with the arbitrators award then the other
shall be confidential to Buyer and is furnished solely for the performance of this party shall be entitled to costs,including reasonable attorney fees,for having to
Order. All copies of such information shall be returned to Buyer upon completion compel arbitration or defend or enforce the award. The parties agree to defend the
of the Order. Any designs, drawings, specifications, or other manufacturing arbitrator and any individual engaged in the administration of an arbitration
information delivered by Seller to Buyer may be used for any purpose whatsoeverproceeding from any subpoenas or claims from third parties arising out of this
The foregoing shall apply notwithstanding the presence or absence of any contrary order or the arbitration.
legend or statement on any of such information.All business and governmental 23. Jurisdiction and Attorna Fees. This order shall be governed and construed
information materials containing business and governmental information provided according to the laws of the State of Oregon. If a dispute shall arise under this
by Buyer to Seller shall be treated as confidential. order necessitating the services of an attorney,then the prevailing party shall be
16. C rrmpliance with Laws and Rego Pions. Seller warrants that all products,goods, entitled to collect from the losing party all of its/his/her reasonable costs and
or work delivered and performed shall comply with all applicable Federal,State or attorney fees,either in arbitration(if awarded by the arbitrator as provided above),
Local Laws or Regulations including without Imitation The Occupational Safety or by a court before which any matter concerning this order may be heard both at
and Heath Act(29 USC.Chapter 15);Federal Hazardous Material Transpomficin trial and on appeal
Act(49 USC.Chapter 27);Equal Employment Opportunity,E.O.11246 and 41 24. Neutral Interpretation. This order constitutes the product of negotiations between
CFR Sections 60-1.4 and 60-1.7;Employment of the Handicapped E.O. 11758 the parties hereto. Any enforcement hereof will be interpreted in a neutral manner
and 41 CFR Section 60-741-4;Utilization of Mmonty Enterprises E.O.11625 and and not more strongly for or against any party based upon the source of
41 CFR Subpart 1-1.13; Age Discrimination E.O. 11141, Employment of draftsmnship.
Veterans EO.11701 and 41 CFR Section 50-250.4 and all rules,regulations and 25. v 1ili Nothing contained herein shall be construed to require the
amendments issued pursuant to the foregoingg commission of any act contrary to law,and wherever there is any conflict between
Seller shall indemnity Buyer, its officers, employees and agents against any the provisions contained herein and any present or future statute,law,ordinance or
damages,penalties, costs or expenses incurred in connection with any alleged regulation contrary to which to the parties have no legal right to contract,the latter
violation of any Federal,State or Local Law or regulating the manufacture or sale shall prevail The provision of this Agreement,which is affected,shall be curtailed
to the Buyer of any Item covered by this Order. and limited only to the extent necessary to bring it within the requirement of the
17. Patents. Copy>j Trademarks. Seller warrants that no products will be law.
famished hereunder,which infringe or contribute to the infringement of any letters 26. Calculation of Time. All periods of time referred to herein shall include Saturdays,
patent copyright or trademark. Seller agrees to immediately replace at its sole cost Sundays,and legal holidays in the State of Oregon,except that if the last day of any
any products furnished hereunder which mfsff or contribute to the infringement period falls on any Saturday,Sunday or such holiday,then that period shall be
of any letters patent copyright or trademark or to take all steps necessary at Seller's extended to include the next day which is not a Saturday,Sunday or holiday.
sole expense to remove such infringement 27. Notice Any notice required or permitted to be given by either party to the other
Seller will indemnify and hold hamiless Buyer, its representatives, officers, shall be deerrted to have been given when sent via telecopy,overnight air courier,
employees and agents from and against any and all costs,royalties,damages and/or or deposited m the United States marl certified return receipt requested with first
expenses which may arise out of or result f um, or be reasonably incurred in class postage prepaid, addressed as indicated on the front of this order, or
contesting any claims that the methods,processes or acts by the Seller or its addressed to either party at such other address as such party shall hereafter furnish
employees or the products furnished hereunder,infringes or contributes to the to the other party in writing, Notice shall also be considered effective upon
infringerient of any letters,patens copyright or trademark delivery if personally delivered
18. Waiver. The failure of Buyer to enforce at any time any of the provisions of this 28. Conditions of Supplying a Public Agmiry. Where applicable,seller must make
Order or to exercise any option herein provided shall not be a present or future payment promptly as due to persons supplying Seller labor or materials for the
waiver of such provisions,nor in any way affect the validity of this Order or any execution of the work provided by this order. Seller must pay all contrbutions or
part hereof or the right thereafter to enforce each and every such provision The amounts due from Seller to the Industrial Accident Fund incurred in the
express waiver(whether one(1)or more tirr )of any provision,condition or performance of this order. Seller shall not permit any lien or claim to be Sled or
requirement shall not constitute a waiver of any future obligation to comply with prosecuted against Buyer or any subdivision of Buyer on amount of any labor or
such provision,condition or requirement material to be furnished. Seller further agrees bo pay to the Department of
19. Indmendent Contractor. Seller is an independent contractor and persons Revenue all sums withheld from employees pursuant to ORS 316.167.
employed by Seller shall be employees of Seller and not employees of Buyer. 29. PPvment of Claims by Public Officers. In the event that Seller fats,neglects or
20. CQ=Iete AWeement The Purchase Order and any referenced attachments refuses to make prompt payment of any claire for labor or services furnished to
constitute the complete agreement between the parties. Except as otherwise Seller or a subcontractor of Seller by any person in connection with the
provided herein,it is subject to change only by an instrument signed in writing by perfor oannce of this order when such claim becomes due,then the proper officer
both parties. or officers representing the Buyer hereunder may pay such claim to the person
21. Acceptance by Performance. If Seller fails provide to Buyer with a signed copy of famishing fishing the labor or services and charge the amount of the payment against the
this order, but delivers product or perfors the services specified in this funds due or to become due to the Seller by reason of this order. The payment of
agreement,then Seller agrees that the Seller shall be deemed to have accepted the a claim in the manner authorized by this provision shall not relieve the Seger or any
tens and conditions of this order,as provided on both the front and this reverse of the Seller's surety from obligations with respect to any unpaid claims.
side of the order. Buyer must agree any changes or modifications to this order by 30. Health Care Benefits for Sellers Errnlovees. If this order involves public service,
Seger to,in writing,or they shall not be deemed accepted by Buyer and if the Seller then Seger must provide health care beri 5k to all employees who are performing
delivers the products nonetheless,then the original tens and conditions of this services previously performed by public employees performing similar duties
order shall govern under this order.
22 MamdaalM Mediation and Binding Arbitration If there is a dispute concerning 31. Hours of Iabor. If labor is performed under this order,then no person shall be
any of the terns,conditions or the performance of this order,then it is hereby employed for more than eight(8)haus in any one day,or forty(40)hours in any
agreed by both Buyer and Seller that the dispute shall be submitted fust to non- one week,except in rases of necessity,or emergency or where the public policy
binding mediation,to be performed by a sole mediator to be agreed upon between absolutely requires it;and in such cases,except cases of contracts for personal
Buyer and Seller. If a mediator cannot be agreed upon,then the parties agree that services as defined in ORS 279A.055,the labor shall be paid at least time and a half
any Circuit Court judge for the State of Oregon,County of Washington,shall be for all overtime in excess of eight(8)hours a day and for all work performed on
authorized to appoint a mediator for the parties. Saturday and on any legal holidays as specified in ORS 279C.540. In cases of
Should the parties fail to reach an agreement through mediation,than the parties contracts for personal services as defined in ORS 279A.055,any labor shall be paid
shall submit to binding arbitration,which shag be governed by the Hiles of the at least time and a half for all hours worked in excess of forty(40)hours in any one
Arbitration Service of Portland and shall be conducted within Washington week,except for those individuals excluded under ORS 653.010 to 653.260 or
County. The arbitration shall be conducted by a single arbitrator chosen by under 29 USC SS 201-209.
mutual agreement of the parties. If the parties are unable to agree on an arbitrator, 32 Medical Care and Workers'Commensation Seller shall promptly,as due,make
the parties shall ask the Presiding Judge of the Circuit Court for Washington payment to any person, co-partnership, association or corporation, finmishing
County to select the arbitrator. If the arbitrator determines that one party is the medical,surgical and hospital care or other needed care and attention incident to
prevailing party,then the losing party shall be required w pay all fees and costs of siclmess or injury,to the employees of such Seger,of all sums which the Seger
the arbitration On the other hand if the arbitrator determines that neither party is agrees to pay for such services and all moneys and sums which the Seger collected
to be considered the prevailing party,then the fees and costs of the arbitration shall or deducted from the wages of the employes pursuant to any law,contractor
be divided equally between the parties. The parties knowingly and voluntarily agreement for the purpose of providing or paying for such service.
waive their rights to have their dispute tried and adjudicated by a judge or jury. In
Standard Purchase Agreement—General Services Page 2
Revised—05/14/2007
5. TERM OF AGREEMENT:RENEWAL:The term of this agreement shall be for a period of three(3)years and shall automatically renew
month to month thereafter under the same terms and conditions,unless either party gives written notice to the other by certified mail, return
receipt requested,of their intention not to renew the agreement at least 30 days prior to the expiration of any term.After the expiration of one
year from the date hereof PIXEL shall be permitted from time to time to increase the monitoring charge by an amount compared to Consumer
Index Price each year and Subscriber agrees to pay such increase.PIXEL may invoice Subscriber in advance year)Y
6. CENTRAL OFFICE MONITORING SERVICES: Upon receipt of a signal from Subscriber's alarm system,PIXEL or its designee central
office shall make every reasonable effort to notify Subscriber and the appropriate municipal police or fire department depending upon the type
of signal received. Not all signals will require notification to the authorities and subscriber may obtain a written response policy from PIXEL.
No response shall be required from supervisory.loss of communication pathway,trouble or low battery signals.Subscriber acknowledges that
signals transmitted from Subscriber's premises directly to municipal police or fire departments are not monitored by personnel of PIXEL or
PIXEL's designee central office and PIXEL does not assume any responsibility for the manner in which such signals are monitored orthe
response,if any,to such signals.Subscriber acknowledges that signals which are transmitted over telephone lines,wire,airwaves,internet
VOIP,radio or cellular,or other modes of communication pass through communication networks wholly beyond the control of PIXEL and are
not maintained by PIXEL except PIXEL may own the radio network, and PIXEL shall not be responsible for any failure which prevents
transmission signals from reaching the central office monitoring center or damages arising therefrom,orfor data corruption,theft orviruses to
Subscriber's computers if connected to the alarm communication equipment. Subscriber agrees to furnish PIXEL with a written Call List of
names and telephone numbers ofthose persons Subscriber wishes to receive notification of alarm signals. Unless otherwise provided in the
Call List PIXELwill make a reasonable effortto contact the first person reached or notified on the list eithervia telephone call,text oremail
message. No more than one call to the list shall be required and any form of notification provided for herein,including leaving a message on
an answering machine,shall be deemed reasonable compliance with PIXEL's notification obligation.All changes and revisions shall be
supplied to PIXEL in writing.Subscriber authorizes PIXEL to access the control panel to input or delete data and programming.Ifthe
equipment contains video or listening devices permitting central office to monitor video or sound,then upon receipt of an alarm signal central
office shall monitor video or sound for so long as central office in its sole discretion deems appropriate to confirm an alarm condition. If
Subscriber requests PIXEL to remotely activate or deactivate the system,change combinations,openings or closings,or re-program system
functions,Subscriber shall pay PIXEL$90.00 for each such service. PIXEL may,without prior notice,suspend or terminate its services,in
central office's sole discretion,in event of Subscriber's default in performance of this agreement or in event central office facility or
communication network is nonoperational or Subscriber's alarm system is sending excessive false alarms.Central office is authorized to record
and maintain audio and video transmissions,data and communications,and shall be the exclusive owner of such property. All Subscriber
information and data shall be maintained confidentially by PIXEL.
7. SERVICE: Service pursuant to paragraph 4(b)(ii),includes all parts and labor,and PIXEL shall service upon Subscriber's request the
security system installed in Subscriber's premises between the hours of 9 a.m.and 5 p.m.Monday through Friday,within reasonable time after
receiving notice from Subscriber that service is required,exclusive of Saturdays,Sundays and legal holidays.All repairs,replacement or alteration
to the security system made by reason of alteration to Subscriber's premises,or caused by unauthorized intrusion,lightning or electrical surge,
or caused by any means other than normal usage,wear and tear,shall be made at the cost of the Subscriber.Batteries,electrical surges,lightning
damage,software upgrades and repairs,communication devices no longer supported by communication pathways,obsolete components and
components exceeding manufacturer's useful life are not included in service and will be repaired or replaced at Subscriber's expense payable at
time of service. No apparatus or device shall be attached to or connect with the security system as originally installed without PIXEL's written
consent.
8. SUBSCRIBER REMOTE ACCESS: If Remote Access is included in the Schedule of Equipment and Services to be installed and
services provided by PIXEL,the equipment will transmit data via Subscriber's high speed Internet,cellular or radio communication service from
remote pendant supplied by PIXEL or Subscriber's Internet or wireless connection device which is compatible with PIXEL's remote services.
PIXEL will grant access to server permitting Subscriber to monitor the security system,access the system to arm,disarm and bypass zones on
the system.view the remote video camera(s)and control other remote automation devices that may be installed.The remote services server is
provided either by PIXEL or a third party. PIXEL shall install the camera(s)in a permissible legal location in Subscriber's premises to permit
Subscriber viewing. PIXEL shall have no responsibility for failure of data transmission,corruption or unauthorized access and shall not monitor
or view the camera data.Electronic data may not be encrypted and wireless components of the alarm system may not meet Advanced Encryption
Standard specifications for encryption of electronic data established by the US National Institute of Standards and Technology and PIXEL shall
have no liability for access to the alarm system by others.
9. WIRELESS AND INTERNET ACCESS CAPABILITIES:Subscriber is responsible for supplying high speed Internet access and or wireless
services at Subscriber's premises. PIXEL does not provide Internet service, maintain Internet connection,wireless access or communication
pathways,computer,smart phone,electric current connection or supply,or in all cases the remote video server.In consideration of Subscriber
making its monthly payments for remote access to the system PIXEL will authorize Subscriber access.PIXEL is not responsible for Subscriber's
access to the Internet or any interruption of service or down time of remote access caused by loss of Internet service,radio or cellular or any
other mode of communication used by Subscriber to access the system.Subscriber acknowledges that Subscriber's security system can be
compromised if the codes or devices used for access are lost or accessed by others and PIXEL shall have no liability for such third party
unauthorized access. PIXEL is not responsible for the security or privacy of any wireless network system or router.Wireless systems can be
accessed by others,and it is the Subscriber's responsibility to secure access to the system with pass codes and lock out codes. PIXEL is not
responsible for access to wireless networks or devices that may not be supported by communication carriers and upgrades to subscriber's system
will be at subscriber's expense:
10. ACCESS CONTROL SYSTEM OPERATION AND LIMITATIONS:If selected as a service to be provided and included in the
Schedule of Equipment and Services,Access Control equipment shall be connected to a computer supplied by the Subscriber and connected to
Subscriber's computer network.If data storage or backup is selected service PIXEL or its designee shall store and/or backup data received from
Subscriber's system for a period of one year.PIXEL shall have no liability for data corruption or inability to retrieve data even if caused by PIXEL's
negligence. Subscriber's data shall be maintained confidential and shall be retrieved and released only to Subscriber or upon Subscriber's
authorization or by legal process.Internet access is not provided by PIXEL and PIXEL has no responsibility for such access or IP address service.
PIXEL shall have no liability for unauthorized access to the system through the Internet or other communication networks or data corruption or
loss for an reason whatsoever.
11. �a) ACCESS CONTROL ADMINISTRATION: if selected as a service to be provided PIXEL will maintain mere limited access for the
operation of the Access Control System.Subscriber will advise PIXEL of all change in personnel and or changes access levels of authorization
and restrictions, providing Access card serial numbers or biometric data and such information that Subscriber deems necessary to identify
personnel.All communication by Subscriber to PIXEL regarding personnel access must be in writing via email or fax to addresses designated by
PIXEL.PIXEL shall have remote Internet access to the Subscriber's designated access control computer to program and make data base updates
to the system.Subscriber is responsible for maintaining its computer and computer network and Internet access
(b)VIDEO SYSTEM OPERATION AND LIMITATIONS:If selected as a service to be provided and included in the Schedule of Equipment
and Services,Video equipment is attached to a digital recorder computer and Subscriber shall not use the computer for any other purpose.
Subscriber shall be permitted to access and make changes to the system's operation on site and over the internet.If data storage is selected
service, PIXEL shall store data received from Subscriber's system for one year. PIXEL shall have no liability for data corruption or inability to
retrieve data even if caused by PIXEL's negligence.Subscriber's data shall be maintained confidential and shall be retrieved and released only
to Subscriber or upon Subscriber's authorization or by legal process.Telephone or internet access is not provided by PIXEL and PIXEL has no
responsibility for such access or IP address service. If system has remote access PIXEL is not responsible for the security or privacy of any
wireless network system or router,and it is the Subscriber's responsibility to secure access to the system with pass codes and lock outs.PIXEL
shall have no liability for unauthorized access to the system through the intemet or other communication networks or data corruption or loss for any
reason whatsoever.
12. STREAMING VIDEO DATA/CCTV/EXCESSIVE DATA USAGE: If selected as a service to be provided and included in the
Schedule of Equipment,upon receipt of a video signal the video system is designed to activate in the central station and record video data
reception,upon which,PIXEL or its designee central office,shall make every reasonable effort to notify Subscriber by email,text,or voice
message and the appropriate municipal police or fire department.Subscriber acknowledges that signals transmitted from Subscriber's
premises directly to municipal police or fire departments or Subscriber's internal security stations are not monitored by personnel of PIXEL or
PIXEL's designee central office and PIXEL does not assume any responsibility for the manner in which such signals are monitored or the
response,if any,to such signals.Subscriber acknowledges that signals which are transmitted through the internet,over telephone lines,wire,
air waves,cellular,radio,internet,VOIP,or other modes of communication pass through communication networks wholly beyond the control of
PIXEL and are not maintained by PIXEL,except PIXEL may own the radio network,and PIXEL shall not be responsible for any failure which
prevents transmission signals from reaching the central office monitoring center or damages arising therefrom,or for data corruption,theft or
viruses to Subscriber's computers if connected to the alarm communication equipment.Subscriber agrees to furnish PIXEL with a written list of
names and telephone numbers of those persons Subscriber wishes to receive notification of signals. All changes and revisions shall be
supplied to PIXEL in writing. Subscriber authorizes PIXEL to access the supervisory panel to input or delete data and programming.If
Subscriber requests PIXEL to remotely activate or deactivate the system,change combinations.openings or closings,or re-program system
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