KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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PA system/dummy cameras/additional insured/consultant pay / ISC meetings – schedule your meeting now / Holiday Party 2024 - rsvp if attending
November 12, 2024
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Final days to schedule your free private meeting with KK at ISC East
No "last minute" meetings will be scheduled.
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If you're interested in a private [yes, it's free] meeting at ISC East [we will be meeting just outside the exhibit hall] please contact Stacy Spector,Esq at 516 747 6700 x 304 or SSpector@Kirschenbaumesq.com. Concierge Clients will have priority.
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PA system
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Ken
Does the Commercial Security All-In-One-Contract template we are using covers our installation of PA systems (Public Address Systems). We are now installing more of these in schools, entertainment venues etc.
Deanna
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Response
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I assume you are talking about a PA address system that is not connected to a security system. You can still use the Commercial All in One if you properly describe the PA system in the Schedule of Equipment and Services.
Deanna, your contract seems to be from 2017-18. Best practice is to update contracts every two years. Leave the copyright on the contract so we know when you got it.
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Dummy cameras from article on October 14, 2024
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Ken
RE: Dummy cameras / Seattle PD commentary / ISC meetings – book now October 14, 2024
All I can say is that dummy cameras are for dummies….do not install dummy cameras no matter who indicates in writing or not that they will hold you harmless
Carl
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Response
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Good advice. Keep in mind that dummy cameras can create expectation of security, that’s not real, and therefore potential lawsuits, which the party offering indemnity may or may not be prepared to really indemnify you for defense and damages.
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Additional insured
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Ken
The home insurance company refused to add us as additional insured but put us as an additional interest. The subscriber who happens to be my mother did sign the agreement (K & K). I never had a an insurance company refuse to comply with this request. Even my personal home has complied and placed my company as additionally insured. Love to know your thoughts on this. It's not a rush whenever you get a chance.
Thank you,
Will
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Response
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An "additional insured" is a person or entity that is covered by an insurance policy and can file a claim against it, while an "additional interest" is someone who is only notified of changes to the policy and does not receive direct coverage under it; essentially, an additional insured has actual insurance protection, while an additional interest only has a financial stake in the insured property and is kept informed about the policy status.
The additional insured status is important - both to you and to the subscriber? Why the subscriber? Because the subscriber has agreed to indemnify you and without insurance the subscriber will have to fund the defense of an indemnity claim and pay the damages. Why to you? Because indemnity from a subscriber may be worthless without back up insurance.
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Consultant fee
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Ken
As we are hammering out the final pieces/parts of the ‘deal’, Seller’s lawyer recommended we look into:
1. Seller would be hired as a ‘consultant’ for a 36-month period.
2. The purchase price would be reduced by xxx dollars – thus reducing Buyer’s tax burden and the ‘consultant’ fee help our tax status. We are a ‘C’ corp. However, our CPA believes since we are paying him as a consultant over 36-months, that would be considered a loan and we would 1099 Pat and he would have even more taxes to pay, so, not a good idea.
Name withheld
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Response
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This is a great example of the worst way to negotiate an acquisition “deal”. You need to engage counsel, legal counsel, before you discuss a deal, not in the middle or end of the negotiations. Also, you know the child’s game “telephone” where the original message changes as it goes from one to another child. Same principle with adults. How could the accountant tell you that paying the consultant would be a “loan”; it won’t be a loan and if it was a loan it wouldn’t be deductible by Buyer as an expense. This is likely only one issue you are missing or getting wrong.
Deducting the consultant fee or depreciating the Purchase Price isn’t likely to have much impact on the Buyer and its fairly big difference in tax bite for Seller, earned income v capital gain.
There are so many issues that come up on a deal, and while they are mostly routine to me, they won’t be to you or the Seller. Good advice is best sought before you commit to your deal, not after.
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Holiday Party 2024 – this is your invitation - rsvp if attending
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The K&K Holiday Party will be on December 12, 2024 in Old Westbury, NY from 6:30 to 9:30 PM. You’re invited, but you do need to RSVP before December 1, 2024 so we can properly plan. Format is casual dress, cocktails and plenty of pass-around hors d'oeuvres; you won’t leave hungry. Please send your RSVP to Kathleen Lampert at 516 747 6700 x 319 or KLampert@Kirschenbaumesq.com or Amy Laveglia at 516 747 6700 x 313 or ALaveglia@Kirschenbaumesq.com.
Come see old and meet new friends at this social event. Looking forward to seeing you at the party.
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STANDARD FORMS Alarm / Security / Fire and related Agreements
click here: www.alarmcontracts.com
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CONCIERGE LAWYER SERVICE PROGRAM FOR THE ALARM INDUSTRY - You can check out the program and sign up here: https://www.kirschenbaumesq.com/page/concierge or contact our Program Coordinator Stacy Spector, Esq at 516 747 6700 x 304.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com
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