AGREEMENT

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                                                                                                                                                                              CSLB C10 – 648390                                                                                               

                                                                                                                                                                    CSLB (SubC) C16 – 837570                                                             

FAIR WAY ELECTRIC INC.

P.O.BOX_______________

______________________

______________________

FIRE ALARM INSTALLATION, INSPECTION AND LIFE SAFETY SERVICE AGREEMENT

This Service Agreement is entered into on the ___ Day of ________, 20___, (Effective Date) between Fair Way Electric Inc. , a California Limited Liability Contractor (hereinafter “The Contractor”) and ___________________________________(hereinafter “The Client”) (collectively they shall be referred to as “the Parties,” or individually as “the Party,” and this shall include that Party’s successors and assigns.)

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby agree as follows:

  1. 1.    ACCEPTANCE

This Agreement governs the Contractor-Client relationship and by procuring the Contractor’s services, the Client agrees to have read and understood it and to be bound by it.

  •  

This Agreement shall come into force upon its execution by the Parties and shall be valid for a period of______ Year(s).

  • SERVICES

The Client desires to utilize the services of the Contractor with regard to fire, life, and safety testing and inspection services, more specifically, the services as selected below:

A. Wet systems Inspection/Service (NFPA 25)

☐Sprinkler                                         ☐Fire Pump                                    ☐Standpipe   

B. Alarm Inspection/Service (NFPA 72)       

☐Fire Alarm                                       ☐Fire Alarm Programming          

☐Fire Alarm Panel Monitoring

C. Other Inspections/Services

☐Exhaust Fan Test                          ☐Emergency Lighting                     

☐Fire Door Testing                           ☐Area of Refuge

☐Emergency Phone Testing            ☐Carbon Monoxide Detector Testing

  • FEES

In line with the services subscribed to by the Client above, the contractual sum payable by the Client shall be __________________USD per year. This sum total shall be broken down as follows;

SERVICE DURATION COST
1.    
2.    
3.    

The Annual sum of USD___________ shall be payable in advance monthly installments of ____________ USD falling due on the 3rd of every month.

All inspection fees for sprinkler and fire alarms are to be billed at the date of report submittal.

Services requested by the Client outside of prescheduled inspection and testing dates shall attract an extra labor cost of $150/ hr for working days (Monday to Friday-between 7 am to 5 pm) and $225/hr for overtime hours and federal holidays.

  • MONITORING

5.1. Upon receipt of a signal from Client’s fire alarm system, Contractor or its designee communication center, hereinafter referred to as Monitoring Contractor, shall make every reasonable effort to notify Client and the appropriate municipal fire department and comply with AHJ dispatch procedures.

5.2. The Client acknowledges that signals transmitted from the Client’s premises directly to fire departments are not monitored by personnel of Contractor or its Monitoring Contractor, and Contractor does not assume any responsibility for the manner in which such signals are monitored or the response, if any, to such signals.

5.3. The Client acknowledges that signals which are transmitted over telephone lines, wire, airwaves, internet, VOIP, or other modes of communication pass through communication networks wholly beyond the control of Contractor and are not maintained by Contractor and Contractor shall not be responsible for any failure which prevents transmission signals or data from reaching the Monitoring Contractor or damages arising therefrom, or for data corruption, theft or viruses to Client’s computers if connected to the communication equipment.

5.4. The Client agrees to furnish the Contractor with a written Call List of names and telephone numbers of the person the Client wishes to receive notification of fire alarm signals.

5.5. Unless otherwise provided in the Call List MONITORING CONTRACTOR will make a reasonable effort to contact the first person reached or notified on the list either via a telephone call, text, or email message.

5.6. 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 Contractor’s notification obligation.

5.7. The Client authorizes the Contractor to access the control panel to input or delete data and programming.

5.8. If Client requests Contractor to reprogram system functions, remotely or on-premises, Client shall pay hourly rates listed accordingly for each such service, and any change in programming requires a full physical test of all fire alarm components pursuant to NFPA 72 and AHJ requirements which testing shall be at Client’s expense at Contractor’s customary charges.

5.9 MONITORING CONTRACTOR is authorized to record and maintain all data and alarm communications and shall be the exclusive owner of such property.

  • CLIENT’S RESPONSIBILITIES
  • To provide the Contractor and its agents with a conducive work environment which includes full access to the premises, provision of relevant resources, e.g. power supply and completion of civil works prior to installation.
  • To pay all the sums due to the Contractor when they fall due.
  • Not to interfere with, or allow anyone else to interfere with, adjust, service or attempt to repair or reset the Contractor’s Equipment.
  • To promptly give the Contractor any relevant information that may affect its service delivery e.g.any change in the Premises’ layout, all necessary drawings, site plans, service layouts and utility location plans prior to installation work taking place and any conditions or arrangements which may apply to their third-party agreements or policies e.g. Insurers, underwriters e.t.c.
  • Any other duties imposed under this Contract.
  • ACCESS

The Client agrees to issue the Contractor with two sets of all keys necessary to allow the Contractor access to all locked areas of the Client’s location that may require entry.

  • INDEMNITY

The Client agrees to and shall indemnify and hold harmless Contractor, its employees, agents, and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Client, including reasonable attorneys’ fees and losses asserted against and alleged to be caused by Contractor’s performance, negligent performance, or failure to perform any obligation.

  • WAIVER OF SUBROGATION RIGHTS

Parties agree that there are no third-party beneficiaries of this Agreement.

The Client on their behalf and on behalf of any insurance carrier waives any right of subrogation the Client’s insurance carrier may otherwise have against Contractor or Contractor’s subcontractors arising out of this Agreement or the relation of the parties hereto.

  1. PROHIBITION ON TRANSFER

The Client cannot transfer or assign this Agreement without the Contractor’s consent. However, the Contractor can transfer or assign this Agreement or subcontract its obligations hereunder at any time without the Client’s consent. If the Contractor does so, anyone to whom the Contractor transfers, assigns or subcontracts any or all of its obligations will have all of the Contractor’s rights with respect to such obligations.

If the Contractor does so, they shall be relieved of any obligations created herein upon such assignment.

  1. ELECTRICITY AND TELEPHONE SERVICES

The Client agrees to furnish, at their expense, all 110 Volt AC power, electrical outlet, ARC Type circuit breaker and dedicated receptacle, internet connection, high-speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Block or equivalent, as deemed necessary by Contractor.

  1. FALSE ALARMS AND PERMIT FEES

The Client undertakes responsibility for:

  1. All fees for alarm permits and any other permit fees.
  2. Application for and maintaining of any permits required by applicable law.
  3. Indemnification or reimbursement of the Contractor for any fines-relating to permits or false alarms.

The Contractor shall have no liability for permit fees, false alarms, false alarm fines, fire response, any damage to personal or real property or personal injury caused by fire department response to the alarm, whether a false alarm or otherwise, or the refusal of the fire department to respond.

In the event of termination of fire response by the fire department, this Agreement shall nevertheless remain in full force and the Client shall remain liable for all payments provided for herein.

Should the Contractor be required by existing or hereafter enacted law to perform any service or furnish any material not specifically covered by the terms of this Agreement the Client agrees to pay the Contractor for such service or material at rates to be stipulated by the Contractor thereafter.

  1.  

The relationship between the Contractor and the Client is that of an independent Contractor. Accordingly, the parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby.

  1.  

All Intellectual Property including but not limited to ideas, concepts, discoveries, techniques, patents, copyrights, or trademarks belonging to the Contractor during the subsistence of this Agreement is the exclusive property of the Contractor.

  1.  

The Parties are in Agreement that the Contractor is not an insurer and noinsurance coverage is offered herein.

The Contractor’s services are designed to reduce certain risks of loss, though the Contractor does not guarantee that no loss will occur.

The Contractor shall not be liable to the Client for any loss, data corruption, or inability to retrieve data, personal injury, or property damage sustained by the Client as a result of fire, equipment failure, smoke, or any other cause whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by the Contractor’s negligent performance to any degree in furtherance of this Agreement, any extra-contractual or legal duty, strict products liability, or negligent failure to perform any obligation pursuant to this Agreement or any other legal duty.

In the event of any loss or injury to any person or property, the Client agrees to rely exclusively on the Client’s insurer to recover damages.

The Client releases the Contractor from any claims for contribution, indemnity or subrogation.

  1.  

The Client shall maintain a policy of public liability, property damage, fire insurance under which the Contractor and the Client shall be listed as insured.

The Client shall obtain insurance to cover any loss the fire alarm services are intended to detect to one hundred percent of the insurable value.

The Client and all those claiming rights under the Client waive all rights against the Contractor and its subcontractors for loss or damages caused by perils intended to be detected by the fire alarm services or covered by insurance to be obtained by the Client.

  1.  

If the Contractor prevails in any litigation or arbitration between the parties, the Client shall pay the Contractor’s legal fees.

The parties waive trial by jury in any action between them unless prohibited by law.

In any action commenced by the Contractor against the Client, the Client shall not be permitted to interpose any counterclaim.

Any action by the Client against the Contractor must be commenced within one year of the accrual of the cause of action or shall be barred.

Service of process or papers in any legal proceeding or arbitration between the Parties may be made by First-Class Mail delivered by the U.S. Postal Service addressed to the Party’s address in this Agreement or another address provided by the Party in writing to the Party making service.

The Parties agree that due to the nature of the services to be provided by the Contractor, the payments to be made by the Client for the term of this Agreement are an integral part of Contractor’s anticipated profits and in the event of the Client’s breach of this Agreement, it would be difficult if not impossible to reasonably estimate Contractor’s actual damages.

All actions or proceedings against the Contractor must be based on the provisions of this Agreement. Any other action that Client may have or bring against Contractor in respect to services rendered in connection with this Agreement shall be deemed to have merged in and be restricted to the terms and conditions of this Agreement,

  1.  

If any dispute arises between the Parties related to this Agreement, it shall be resolved by Arbitration in the first instance.

Arbitration shall be before a single arbitrator administered by Arbitration Services Inc., under its Commercial Arbitration Rules www.ArbitrationServiceslnc.com, except that no punitive damages may be awarded.

Parties shall act in good faith to resolve the dispute.

  1.  

The Contractor may terminate this Agreement in any of the following instances;

  1.  

The Contractor shall be permitted to terminate all its services under this Agreement and deactivate the Systems in the event of their termination of this Contract in line with the aforementioned provisions.

In the event the Client wishes to terminate this Agreement they shall be required to give notice of no less than 30 days written notice except where a fixed term contract applies.

If the Client wishes to terminate the Contract with less than thirty days written notice, the Contractor reserves the right to charge costs at rates they deem fit.

Where the Client wishes to terminate a fixed term contract before its expiry period, any remaining duration must be paid for in full, and early termination costs shall apply.

The termination of this Agreement shall not discharge the liabilities accumulated by the Client.

Any Clauses intended by the parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

  •  

The Contractor may make changes to the Agreement at its own discretion and after giving the Client at least 30 days’ written notice. 

For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

The Contractor’s failure to fulfill its obligations due to Force Majeure shall not be considered as a breach of this Agreement.

  •  

The Client shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any additional information of any nature whatsoever concerning the Contractor, whether such information or matter is stated to be confidential or not, without the express written permission of the Contractor.

Except where this Agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law. Failure by the Contractor to enforce any of the terms or conditions of this Agreement shall not be a waiver of its right to enforce this Agreement.

Suppose any provision of this Agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; the Contractor may amend that provision or remove it from this Agreement. The remaining provisions of this Agreement shall remain in full force and effect.

All notices shall be in writing. Either Party may provide changes to their addressees by reasonable notice to the other Party. Parties shall be served through their declared addresses (including email).

Client: Address _____________________________________________________

           :Email _______________________________

           : Phone No.  __________________________

The construction, validity, and performance of this Agreement shall be governed in all respects by the Laws of the State of California.

This Agreement constitutes the entire Agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement.

The Parties will exercise utmost good faith in this Agreement.

The Client (s) acknowledges that they have been provided with the opportunity to negotiate this Agreement and to seek legal counsel before signing this Agreement.

In addition, the Client (s) acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Service Provider’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions.

The Client (s) acknowledges that they have entered into this Agreement with the capacity and authority to contract freely and voluntarily.

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as of the Effective Date set out above.

Signed by the duly authorized representative of the CONTRACTOR   Signature: ……………………………….           Name: …………………………………….   Designation:………………………………           Signed by the CLIENT(S) or their duly authorized representative   Signature:……………………………     Name:…………………………………   Designation:…………………………      

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