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how many changes to your contract can you permit / contracting fire alarms March 17, 2018

KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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how many changes to your contract can you permit / contracting fire alarms
March 17, 2018
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how many changes to your contract can you permit
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Ken,
    Attached is our 
All in One contracts that we recently provided to one of our customers for a new installation we finalized. The scope of work consisted of a Brivo cloud based access control system where the database and activity logs of the system users and administrators is stored in the Brivo cloud. There is a monthly fee only for cloud hosting. The legal dept for the customer marked up the contract in various locations and we are not comfortable with all of these changes. What we are looking for at the moment is an estimate to know what it would take for us to get the proper advice on these changes so we can further negotiate this through.
    We read the forum everyday (almost) and we know that mostly we should not accept any changes, but in this case we need to seek your professional opinion.
Thank You
Dave
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Response
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    I get these questions almost every day.  This subscriber changed just about every essential provision.  In total, the changes are not acceptable.  If the subscriber or its lawyer are willing to talk about the changes and agree to more modest changes, then it may pay to get me involved.  Negotiations can take as little as 15 minutes or several hours, so you have to assess whether the subscriber's deal is worth the added expense of your legal services.  
    All of the provisions in the 
Standard Form Agreements can be modified to some extent.  You really should not be making these changes yourself, any more than you should be performing your own brain surgery.  Well, maybe not the best analogy.  But if you make the wrong changes and you have to rely on the contract provisions, you may need brain surgery.  
    The contract provisions are written as they need to be.  Assume that every judge is looking for ways not to enforce the contract or interpret it in a way that exposes you to more liability.  Don't give them the chance.  A tightly worded alarm contract leaves no room for interpretation and should be enforced.  Don't find out if your contract passes muster in a case where you are fighting for your financial survival.  Get the updated 
Standard Form Agreements now.  It could save you brain surgery later.
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contracting fire alarms
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Ken,
    Appreciate your Legal Email Newsletter and have read it religiously since subscribing to it. I am the qualifier for a company in Florida as we are starting a Fire Alarm Division. I purchased  your 
Qualifier Agreement and Fire All in One Contract. 
    We are currently contracted for a few projects were we are Subcontractors to General Contractors. We have a standard contract with the GC to install the system and ultimately pass final inspections . To do this, the system will need to be monitored. 
    There is no guarantee we will monitor the system even though we will work hard to do so. If we do , I'll have the owner sign our 
Fire All in One contract.   If not, should I still have the owner sign my contract for the installation ? I'm still required to warrant the system for a year per the bid documents.
     I believe I know the answer,  but appreciate your input. 
Yours for Greater Safety,
Daniel 
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Response
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    I am going to surprise you.  While I'd like to tell you to get the owner to sign the 
Fire All in Onebefore you do the installation, it's not required if all you are doing is the installation.  The GC hired you and hopefully you were able to get your contract appended to the GC's contract, probably an AIA original or rip-off.  The GC's contract is going to completely contradict your agreement; it will flip all the risk to you.  But it's only installation and the fire alarm is going to be installed pursuant to plans and specifications filed with the AHJ and approved by the AHJ as well as the GC and owner or owner's representative.  Your job is done at the final inspection.
    Of course that fire alarm is useless to the owner unless it's going to be inspected and monitored.  You can try and get those services, as well as Repair Service, under contract by getting your Fire All in One signed, before you do the installation.  But if the owner wants to keep its options for those services open, it may refuse to contract with you.  You have to decide if the job is worth doing without the RMR items.  If it is, then go ahead.
    You will try and get the RMR items and for that you will insist on the 
Fire All in One.  Agreeing to the subscriber's form agreement [its vendor agreement] is too risky except for jobs that you cannot give up because of .......  greed.  But the protective provisions in the Fire All in One are essential for the RMR services; the risk is too great once you begin inspecting and monitoring.
    Yes there are some changes that can be made to the 
Fire All in One, but you shouldn't be making these changes yourself unless you have plenty of experience with the changes.
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THE ALARM EXCHANGE

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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
516 747 6700
www.KirschenbaumEsq.com