Pixel - Tigard PD monitoring agreement November 21-2016 ..a,��...,,�. Licensed by The State of Oregon,Construction Contractors Board
License No.: 166289
Pixel LLC
4647 SW Huber Street
Portland,OR 97219
(503) 208-7248
STANDARD COMMERCIAL SECURITY AGREEMENT
Date: 10/19/2016
,Subscriber's Name: City of Tigard Police Dept, Telephone No.:503-718-2562
Address: 13125 SW Hall Blvd Tigard.OR 97223
1.PIXEL LLC(hereinafter referred to as"PIXEL"or"ALARM COMPANY')agrees to sell,install and program,at Subscriber's premises,
and Subscriber agrees to buy,an electronic security system consisting of the equipment and services described in the attached Schedule of
Equipment and Services.
Purchase Price:$ 89.350.00 Approximate date work to begin 11/2016
Taxes: $ 0 Estimated date work to be substantially completed 11/2016
Total: $89350.00
Down Payment:$44,675.00 (paid 10/29/2016)
Balance due upon completion ofinstallation:$44.675.00
2. DESCRIPTIONOF EQUIPMENT AND SERVICES:
Check Services Provided:
MVS(monitoring Video Subscription) x IP Camera System x Burg Alarm
x Speaker/Intercom System x Access Control System -D Alarm Signal Verification
Other:
3. PASSCODE TO CPU SOFTWARE REMAINS PROPERTY OF PIXEL:Provided Subscriber performs this agreement for the full term
thereof,upon termination ALARMCOMPANY shall at its option provide to Subscriber the passcode to the CPU software or change the passcode
to the manufacturer's default code.Software programmed by PIXEL is the intellectual property of PIXEL and any unauthorized use of same,
including derivative works,is strictly prohibited and may violate Federal Copyright laws,Title 17 of the United States Code,and may subject
violator to civil and criminal penalties.The Equipment shall remain personal property and shall not be considered a fixture,or an addition to,
alteration.conversion,improvement,modernization,remodeling,repair or replacement of any part of the realty,and Subscriber shall not permit
the attachment thereto of any apparatus not furnished by PIXEL.
CHECK BOX FOR APPROPRIATE SERVICES:
4. SERVICES AND CHARGES.Only services selected are included: All recurring charges are billed[select one option]:
c Monthly xAnnually ❑SemiAnnually ❑Quarterly in Advance
(a)CENTRAL STATION MONITORING CHARGES: Subscriber agrees to pay PIXEL:
O (i)The sum of$ 89.350.00 ,plus tax for the installation and programming of the communication software and communication
devices if separate from the alarm panel if not already installed.
O (ii)The sum of$(3 burg.&Access Control)$4,210.20 plus tax,yearly,payable in advance for the monitoring of the Security
System for the term of this agreement commencing on the first day of the month next succeeding the date hereof,and continuing monthly
thereafter,all payments being due on the first of the month.
O (b)SERVICE(Strike out i or ii)
0 (i)Subscriber agrees to pay PIXEL on a per call basis.If this agreement provides for service on a per call basis,Subscriber
agrees to pay PIXEL for all parts and labor at time of service.Subscriber is not obligated to call PIXEL for per call service and PIXEL is under
no duty to provide service except its warranty service during warranty period.Service by anyone other than PIXEL during warranty period relieves PIXEL
of any further obligations under the Limited Warranty. Initial here for percall service option.
O (ii) Subscriber agrees to pay PIXEL for service of the alarm equipment the sum of$_plus tax,per month,payable in
advance for the term of this agreement,commencing the first day of the month next succeeding the date hereof,all payments being due on the
first of the month.
O (c)INSPECTION: Subscriber agrees to pay PIXEL$ $1.258.20 plus tax,per Year,payable Yearly in advance for the term of this
agreement for inspection service.Ifthis option is selected PIXEL will make an annual inspection ofthe security system.Unless otherwise noted
in the Schedule of Equipment and Services inspection service includes testing of all components to insure proper working order. If UL Certified
the inspection will comply with UL Requirements. PIXEL will notify Subscriber 30 days in advance of inspection date,and it is Subscriber's
responsibility to reschedule or permit access.Only one scheduled inspection is included.Testing at inspection insures only that components
are in proper working order at time of inspection unless otherwise reported to Subscriber at time of inspection. Inspection does not include
repair. .
O (d)ALARM SIGNAL VERIFICATION:Subscriber agrees to pay PIXEL the sum of$ plus tax,per month,for the term of this
agreement.If Subscriber selects Alarm Signal Verification as a service to be provided,or if Alarm Signal Verification is required by law,PIXEL
or its designated central office shall verify the alarm signal by electronic telephone communication,video verification or such other verification
system deemed appropriate by PIXEL or as required by local law and only verified alarm conditions shall be communicated to police or fire
department.
0 (e)REMOTE SUBSCRIBER ACCESS/FOR VIDEO STREAMING DATA[VSD]/CLOSED CIRCUIT TV[CCTV]:Subscriber agrees
to pay PIXEL the sum of$ 0 plus tax,per month for the term of this agreement. Select remote access/video services to be
provided:
Local DVR a Central Station Remote Video Monitoring for Streaming Video Data ❑Eagle Eye Cloud Storage
❑Video Clips Monitored Upon Alarm Activation Only c Verification video clips o Data Storage and Retrieval
o Remote Access by Subscriber ❑Other(describe)
O (f)ACCESS CONTROL ADMI NISTRATI ON SERVICES:Subscriber agrees to pay PIXEL$2,952.0 forthe plus tax,per Year
ACtermofthisaggreement.SelectAccess Control Administration services to be provided:
X Brivo OnAir ❑ On-site Administration ❑ Data Storage ❑Data Backup
O (g)GUARD RESPONSE: Subscriber agrees to pay PIXEL the sum of(select payment method)$ 0 plus tax,per month for
the term of this agreement(or$ 0 plus tax per guard response).
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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 yearly.
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 orfire 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 ofcommunication 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 ordamages 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 Call List of
names and telephone numbers of those persons Subscriber wishes to receive notification of alarm signals. Unless otherwise provided in the
Call List PIXEL will make a reasonable effort to contact the first person reached or notified on the list either via telephone call,text or email
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 bedeemed 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 orsound,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 confidential[ b PIXEL.
7. SERVICE: Service pursuant to paragraph 4(bKii�,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 IF 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. �) 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 internet 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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functions,Subscriber shall pay PIXEL$75.00 for each such service.PIXEL may,without prior notice,suspend or terminate its services,in central
station's sole discretion,in event of Subscriber's default in performance of this agreement or in event central station facility or communication network
is nonoperational or Subscriber's alarm system is sending excessive false alarms.Central station is authorized to record and maintain audio and
video transmissions,data and communications,and shall be the exclusive owner of such property.PIXEL shall have no liability for excessive data
usage expense incurred by Subscriber attributable to the equipment or services provided herein.All Subscriber information and data shall be
maintained confidentially by PIXEL.
13. GUARD RESPONSE: If guard response is specified as a service to be provided, upon receipt of an alarm signal, PIXEL or its
subcontractor shall as soon as may be practical send one or more of its guards to the Subscriber's premises.Unless guard determines that the
alarm is a false alarm and that no situation requiring police or fire department services exist,the guard shall notify the central station or police or
fire department directly that an emergency situation exists and wait up to 15 minutes for the municipal police or fire department personnel or
Subscriber to arrive at the premises and if permitted by the police shall assist in making a search of the premises to determine the cause of the
alarm condition.If provided with keys to the premises the guard shall endeavor to secure the premises and repair the security equipment.However,
Subscriber acknowledges that the guard is not required to enter the premises or to render any service to the security equipment and shall not be
required to remain stationed at Subscriber's premises for more than 15 minutes after initial arrival.Subscriber authorizes the guard to take such
action the guard deems necessary to secure the premises and reset the alarm,though Subscriber acknowledges that the guard may not be able to
or may not have sufficient time to secure the premises or reset the alarm and put same in working order.If Subscriber requests PIXEL to station its
guard at the premises for more than 30 minutes, and PIXEL has sufficient personnel to provide such service, and PIXEL makes no such
representation that its personnel will be available,then Subscriber agrees to pay PIXEL$65.00 per half hour plus tax for such service.Subscriber
agrees to confirm the request to PIXEL to provide extended guard service by email,text or recorded conversation to PIXEL at the time request is
made and PIXEL is authorized to ignore any request not confirmed within 15 minutes.
LIMITED WARRANTY ON SALE
14. In the event that any part of the security system becomes defective,or in the event that any repairs are required,PIXEL agrees to make
all repairs and replacement of parts without costs to the Subscriber for a period of One(1)Year from the date of installation.PIXEL reserves the
option to either replace or repair the alarm equipment,and reserves the right to substitute materials of equal quality at time of replacement,or to
use reconditioned parts in fulfillment of this warranty. This warranty does not include batteries, electrical surges, lightning damage, software
upgrades and repairs,communication devices that are no longer supported by communication pathways,obsolete components and components
exceeding manufacturer's useful life.PIXEL is not the manufacturer of the equipment and other than PIXEL's limited warranty Subscriber agrees to
look exclusively to the manufacturer of the equipment for repairs under its warranty coverage if any. Except as set forth in this agreement,PIXEL
makes no express warranties as to any matter whatsoever. including,without limitation,the condition of the equipment,its merchantability,or its
fitness for any particular purpose.PIXEL does not represent nor warrant that the security system may not be compromised or circumvented,or that
the system will prevent any loss by burglary,hold-up,or otherwise;or that the system will in all cases provide the protection for which it is installed.
PIXEL expressly disclaims any implied warranties,including implied warranties of merchantability or fitness for a particular purpose. The warranty
does not cover any damage to material or equipment caused by accident,misuse,attempted or unauthorized repair service,modification,or improper
installation by anyone other than PIXEL.PIXEL shall not be liable for consequential damages.Subscriber acknowledges that any affirmation of fact
or promise made by PIXEL shall not be deemed to create an express warranty unless included in this agreement in writing;that Subscriber is not
relying on PIXEL's skill or judgment in selecting or furnishing a system suitable for any particular purpose and that there are no warranties which
extend beyond those on the face of this agreement,and that PIXEL has offered additional and more sophisticated equipment for an additional
charge which Subscriber has declined.Subscriber's exclusive remedy for PIXEL's breach of this agreement or negligence to any degree under this
agreement is to require PIXEL to repair or replace,at PIXEL's option,any equipment which is non-operational.This Limited Warranty is independent
of and in addition to service contracted under paragraph 4(b)(ii)of this agreement.This Limited Warranty gives you specific legal rights and you
may also have other rights which vary from state to state.If required by law,PIXEL will procure all permits required by local law and will provide
certificate of workman's compensation prior to starting work.
SUBSCRIBER ACKNOWLEDGES RECEIVING A FULLY EXECUTED COPY
OF THIS 4 PAGE AGREEMENT AND SCHEDULE OF EQUIPMENT AND SERVICES AT TIME OF EXECUTION.
PIXEL LLC: S BSCRIBE
Rochelle Coakley
By -- Subscriber:Si1_naturebyAuthorizedOfficeer ('Title ofPerson Signing
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charged for all charges under this agreement. ,w -� �
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The undersigned personally guarantees Subscriber's performance of
this agreement and agrees to be bound by allterms as a party herein.
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