ALPHA FIRE AND SECURITY SYSTEMS LLC
NJ BASED FIRE ALARM AND SECURITY COMPANY
STANDARD FIRE ALARM MONITORING AGREEMENT
1. MONITORING SERVICES PROVIDED: Upon receipt of a fire alarm signal from Subscriber’s fire alarm system, ALPHA(Alpha fire and security systems LLC)or its designee Monitoring Center shall make every reasonable effort to notify Subscriber and the appropriate municipal fire department and comply with AHJ dispatch procedures. Only Subscriber will be notified of firetrouble, fire supervisory or other off normal signals as soon as may be practical. Subscriber acknowledges that signals transmitted from Subscriber's premises directly to fire departments are not monitored by personnel of ALPHA or its Monitoring Center and ALPHA 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 over telephone lines, wire, air waves, internet, Managed Facilities Voice Networks, VOIP, or other modes of communication pass through communication networks wholly beyond the control of ALPHA and are not maintained by ALPHA except ALPHA may own the radio network and ALPHA shall not be responsible for any failure which prevents transmission signals or data from reaching the Monitoring Center or damages arising therefrom, or for data corruption, theft or viruses to Subscriber’s computers if connected to the communication equipment. The fire alarm system and communication pathway may not function during a power failure or not maintain functionality for a 24 hour period as required by NFPA-72 for fire alarm systems and Subscriber is responsible for verifying operation of the communication pathway with the communications pathway provider. Subscriber agrees to furnish ALPHA with a written Call List of names and telephone numbers of persons Subscriber wishes to receive notification of fire alarm signals. Unless otherwise provided in the Call List ALPHA will make a reasonableeffort 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 be deemed reasonable compliance with ALPHA’s notification obligation. All changes and revisions to the account information shall be supplied to ALPHA in writing. Subscriber authorizes ALPHA to access the control panel and/or communicator to input or delete data and programming. If Subscriber requests ALPHA to reprogram system functions remotely, Subscriber shall pay ALPHA on an hourly basisfor 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 Subscriber’s expense at ALPHA’s customary charges. ALPHA may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement or in event Monitoring Center’s facility or communication network is nonoperational or Subscriber’s system is sending excessive false alarms. Monitoring Center is authorized to record and maintain all data, voice and alarm communications and shall be the exclusive owner of such property. If AHJ requires a technician to be sent to Subscriber’s premises after a fire alarm is dispatched, or if Runner service exceeds maximum Runs per year, Subscriber agrees to pay hourlyper call.
2. MONITORING COST/ TERM OF AGREEMENT / RENEWALS: The monthly monitoring cost may be charged monthly, quarterly, semi-annually or annually depending on a separateagreement between subscriber and ALPHA. Monitoring cost for each customer varies on the services provided. For the purposes of this agreement, the monitoring cost shall be equivalent to the agreed amount that may be found in an invoice or proposal to the subscriber from ALPHA or be equivalent to the first payment received by the subscriber for such monitoring services. The term of this agreement shall be for a period of one year. This agreement shall renew 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. Termination shall comply with local law. Unless otherwise specified herein, all recurring charges for 1-5 services shall commence on the first day of the month next succeeding the date hereof, all payments being due on the first day of the month.
3. ALARM EQUIPMENT REMAINS PERSONAL PROPERTY: All equipment and material installed by ALPHA for alarm monitoring shall remain Subscriber’s personal property and shall not be considered or deemed 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 ALPHA.
4. EQUIPMENT LIMITED WARRANTY: In the event that any part of the equipment becomes defective, ALPHA agrees to make all repairs and replacement of parts without costs to the Subscriber for a period of ninety (90) days from the date of installation. ALPHA reserves the option to either replace or repair the 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. ALPHA’s warranty does not include damage caused by electric, plumbing or construction, nor damage by lightning, electrical surge, or misuse. ALPHA is not the manufacturer of the equipment and other than ALPHA’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, ALPHA makes no express warranties as to any matter whatsoever, including but not limited to, unless prohibited by law, the condition of the equipment, its merchantability, or its fitness for any particular purpose, and ALPHA shall not be liable for consequential damages. ALPHA does not represent nor warrant that the equipment may not be compromised or circumvented, or that the system will prevent any loss by fire, smoke or water or otherwise; or that the system will in all cases provide the protection for which it is installed. ALPHA 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 ALPHA. ALPHA shall not be liable for consequential damages. Subscriber acknowledges that any affirmation of fact or promise made by ALPHA shall not be deemed to create an express warranty unless included in this agreement in writing; that Subscriber is not relying on ALPHA’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 ALPHA has offered additional and more sophisticated equipment for an additional charge which Subscriber has declined. Subscriber's exclusive remedy for ALPHA’s breach of this agreement or negligence to any degree under this agreement is to require ALPHA to repair or replace, at ALPHA’s option, any equipment which is non-operational. Some states do not allow the exclusion or limitation of consequential or incidental damages, or a limitation on the duration of implied warranties, so the above limitations or exclusions may not apply to you. The warranty gives you specific legal rights and you may also have other rights which may vary from state to state. Fire Alarms are required to be approved by AHJ and may require plans and specifications designed, signed and submitted by a licensed architect or professional engineer, which must be engaged by Subscriber. If ALPHA is installing a Fire Alarm System to code installation must be approved by the AHJ.
5. REPAIR SERVICE: The parties agree that the equipment, once installed, is in the exclusive possession and control of the Subscriber, and it is Subscriber's sole responsibilityto notify ALPHA if any equipment is in need of repair. ALPHA shall not be required to serviceor inspectthe equipment unless it has received notice from Subscriber, and upon such notice, ALPHAshall, during the warranty period or if service has been contracted underthis agreement, service the equipment to the best of its ability within 5Business days, exclusive ofSaturday, Sunday and legal holidays, during the business hours of 9 a.m. and 5 p.m.
6. SUBSCRIBER'S DUTY TO SUPPLY ELECTRIC AND TELEPHONE SERVICE: Subscriber agrees to furnish, at Subscriber's expense, all 110 Volt AC power, electrical outlet,circuit breaker and dedicated electrical feed, internet connection, high speed broadband cable or DSL and IP Address, telephone hook-ups, RJ31x Blockor equivalent, as deemednecessary by ALPHAif required.
7. SUBSCRIBER RESPONSIBLE FOR FALSE ALARMS / PERMIT FEES / NON-SOLICITATION / ADDITIONAL COSTS / OTHER LICENSED TRADES / CO AND ECB VIOLATIONS / AND EXPERT WITNESS FEES: Subscriber is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law andAHJ and indemnify or reimburse ALPHA for any fees or fines relating to permits, code compliance or false alarms. ALPHA shall have no liability for permit fees, false alarms, false alarmfines, fire response, any damage to personal or real property or personal injury caused by fire department response to alarm, whether false alarm or otherwise, or the refusal of the firedepartment to respond. In the event of termination of fire response by the fire department this agreement shall nevertheless remain in full force and Subscriber shall remain liable for allpayments provided for herein. Should ALPHA be required by existing or hereafter enacted law toperform any service or furnish any material not specifically covered by the terms of thisagreement Subscriber agrees to pay ALPHA for such service or material. Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacityany employee of ALPHA assigned by ALPHA to perform any service for or on behalf of Subscriber for a period of two years after ALPHA has completed providing service to Subscriber.In the event of Subscriber’s violation of this provision, in addition to injunctive relief, ALPHA shall recover from Subscriber an amount equal to such employee's salary based upon theaverage three months preceding employee's termination of employment with ALPHA, times twelve, together with ALPHA’s counsel and expert witness fees. Subscriber is responsible forengaging licensed trades to perform any work which ALPHA is not licensed to perform interconnecting the fire alarm to HVAC, elevators, appliances and other electronic and mechanicalsystems. It is Subscriber's responsibility to obtain a Certificate of Occupancy for the intended use of the premises affected by the fire alarm or obtain a Letter of No Objection from theAHJ if a Certificate of Occupancy is not available. It is Subscriber's sole responsibility to cure any building or Environmental Control Board violations. In the event Subscriber or any thirdparty subpoenas or summons ALPHA requiring any services or appearances, Subscriber agrees to pay ALPHA hourlyfor such services and appearances. Subscriber shallreimburse ALPHA for any Monitoring Center charges for excessive signals.
8. INDEMNITY / WAIVER OF SUBROGATION RIGHTS / ASSIGNMENTS: Subscriber agrees to and shall defend, advance expenses for litigation and arbitration, includinginvestigation,legal and expert witness fees, indemnify and hold harmless ALPHA, its employees, agents and subcontractors, from and against all claims, lawsuits, including those broughtby third parties or Subscriber, including reasonable attorneys' fees and losses asserted against and alleged to be caused by ALPHA’s performance, negligent performance, or failure toperform any obligation under or in furtherance of this agreement. Parties agree that there are no third-party beneficiaries of this agreement. Subscriber on its behalf and any insurancecarrier waives any right of subrogation Subscriber's insurance carrier may otherwise have against ALPHA or ALPHA’s subcontractors arising out of this agreement or the relation of theparties hereto. Subscriber shall not be permitted to assign this agreement without written consent of ALPHA, which shall not unreasonably be withheld. ALPHA shall have the right toassign this agreement to a company licensed to perform the services and shall be relieved of any obligations created herein upon such assignment.
9.EXCULPATORY CLAUSE: ALPHA and Subscriber agree that ALPHA is not an insurer and no insurance coverage is offered herein. The fire alarm and ALPHA’s services aredesigned to detect and reduce certain risks of loss, though ALPHAdoes not guarantee that no loss or damage will occur. ALPHA is not assuming liability, and, therefore, shall not beliable to Subscriber or any other third party for any loss, economic or non-economic, in contract or tort, data corruption or inability to retrieve data, personal injury or property damagesustained by Subscriber as a result of equipment failure, human error, fire, smoke, water or any other cause whatsoever, regardless of whether or not such loss or damage was causedby or contributed to by ALPHA’s breach of contract, negligent performance to any degree in furtherance of this agreement, any extra contractual or legal duty, strict products liability, ornegligent failure to perform any obligation pursuant to this agreement or any other legal duty, except for intentional willful misconduct. Subscriber releases ALPHA from any claims forcontribution, indemnity or subrogation.
10. INSURANCE / ALLOCATION OF RISK: Subscriber shall maintain a policy of Comprehensive General Liability and Property Insurance for liability, casualty, fire, theft, andproperty damage under which Subscriber is named as insured and ALPHA is named as additional insured and which shall cover any loss or damage ALPHA's services are intended todetect to one hundred percent of the insurable value or potential risk. The parties intend that the Subscriber assume all potential risk and damage that may arise by reason of failure ofthe equipment, system or ALPHA's services and that Subscriber will look to its own insurance carrier for any loss or assume the risk of loss. ALPHA shall not be responsible for anyportion of any loss or damage which is recovered or recoverable by Subscriber from insurance covering such loss or damage or for such loss or damage against which Subscriber isindemnified or insured. Subscriber and all those claiming rights under Subscriber waive all rights against ALPHA and its subcontractors for loss or damages caused by perils intended tobe detected by ALPHA's services or covered by insurance to be obtained by Subscriber, except such rights as Subscriber or others may have to the proceeds of insurance.
11. LIMITATION OF LIABILITY: SUBSCRIBER AGREES THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF ALPHA AS A RESULT OF ALPHA'S BREACH OFCONTRACT, NEGLIGENT PERFORMANCE TO ANY DEGREE OR NEGLIGENT FAILURE TO PERFORM ANY OF ALPHA'S OBLIGATIONS PURSUANT TO THIS AGREEMENT ORANY OTHER LEGAL DUTY, EQUIPMENT FAILURE, HUMAN ERROR, OR STRICT PRODUCTS LIABILITY, WHETHER ECONOMIC OR NON-ECONOMIC, IN CONTRACT OR INTORT, THAT ALPHA'S LIABILITY SHALL BE LIMITED TO THE SUM OF $250.00 OR 6 TIMES THE MONTHLY PAYMENT FOR SERVICES BEING PROVIDED AT TIME OF LOSS,WHICHEVER IS GREATER. IF SUBSCRIBER WISHES TO INCREASE ALPHA'S AMOUNT OF LIMITATION OF LIABILITY, SUBSCRIBER MAY, AS A MATTER OF RIGHT, AT ANYTIME, BY ENTERING INTO A SUPPLEMENTAL AGREEMENT, OBTAIN A HIGHER LIMIT BY PAYING AN ANNUAL PAYMENT CONSONANT WITH ALPHA'S INCREASEDLIABILITY. THIS SHALL NOT BE CONSTRUED AS INSURANCE COVERAGE.SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS EXCULPATORY CLAUSE, INDEMNITY, INSURANCE, ALLOCATION OF RISK AND LIMITATION OFLIABILITY PROVISIONS.
12. LEGAL ACTION / ARBITRATION / SECURITY INTEREST / BREACH / LIQUIDATED DAMAGES / AGREEMENT TO BINDING ARBITRATION: The parties agree that dueto the nature of the services to be provided by ALPHA, the payments to be made by the Subscriber for the term of this agreement form an integral part of ALPHA's anticipated profits; thatin the event of Subscriber's default it would be difficult if not impossible to fix ALPHA's actual damages. Therefore, in the event Subscriber defaults in any payment or charges to be paidto ALPHA, Subscriber shall be immediatelyliable for any unpaid installation and invoiced charges plus 80% of the balance of all payments for the entire term of this agreement asLIQUIDATED DAMAGES.SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS A LIQUIDATED DAMAGE CLAUSE.Additionally, inthe event ALPHA retained ownership of the communication system and Subscriber breaches this agreement ALPHA may, at its option, either remove itsCommunication System or deem same sold to Subscriber for 80% the amount specified as the agreed value of the communication system. ALPHA may, without prior notice, suspend orterminate its services in event of Subscriber’s default in performance of this agreement and shall be permitted to terminate all its services under this agreement and deactivate the Systemwithout relieving Subscriber of any obligation herein and may notify AHJ of termination. All actions or proceedings by either party must be based on the provisions of this agreement. Anyother action that Subscriber may have or bring against ALPHA in respect to services rendered in connection with this agreement shall be deemed to have merged in and be restricted tothe terms and conditions of this agreement. In order to secure all indebtedness or liability of Subscriber to ALPHA, Subscriber hereby grants ALPHA a security interest in all ofSubscriber's equipment, inventory and proceeds thereof, accounts receivables and cash on hand and ALPHA may execute and file UCC-1 statement. The prevailing party in anylitigation or arbitration is entitled to recover itsreasonable legal fees from the other party. The parties waive trial by jury in any action between them unless prohibited by law. In anyaction commenced by ALPHA against Subscriber, Subscriber shall not be permitted to interpose any counterclaim.
SUBSCRIBER AGREES THAT SUBSCRIBER MAY BRING CLAIMSAGAINST ALPHA ONLY IN SUBSCRIBER’S INDIVIDUAL CAPACITY, AND NOT AS A CLASS ACTION PLAINTIFF OR CLASS ACTION MEMBER IN ANY PURPORTED CLASS ORREPRESENTATIVE PROCEEDING. ANY DISPUTE BETWEEN THE PARTIES OR ARISING OUT OF THIS AGREEMENT, INCLUDING ISSUES OF ARBITRABILITY, SHALL, AT THEOPTION OF ANY PARTY, BE DETERMINED BY BINDING AND FINAL ARBITRATION BEFORE A SINGLE ARBITRATOR ADMINISTERED BY ARBITRATION SERVICES INC., ITSSUCCESSORS OR ASSIGNS, UNDER ITS ARBITRATION RULES AT WWW.ARBITRATIONSERVICESINC.COM AND THE FEDERAL ARBITRATION ACT, EXCEPT THAT NOPUNITIVE OR CONSEQUENTIAL DAMAGES MAY BE AWARDED.
The arbitrator shall be bound by the terms of this agreement and is authorized to conduct proceedings by telephone,video, submission of papers or in-person hearing. By agreeing to this arbitration provision you are waiving your right to a trial before a judge or jury, waiving your right to appeal thearbitration award and waiving your right to participate ina class action. Any action between the parties must be commenced within one year of the accrual of the cause of action or shallbe 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 theparty's address in this agreement or another address provided by the party in writing to the party making service. The parties submit to the jurisdiction and laws of New Jersey, except forarbitration which is governed by the FAA and agree that any litigation or arbitration between the parties may be commenced and maintained in the county where ALPHA’s principal placeof business is located or Nassau County, New York.
SUBSCRIBER ACKNOWLEDGES THAT THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE DISPUTES AND THAT ARBITRATION IS BINDING AND FINALAND THAT SUBSCRIBER IS WAIVING SUBSCRIBER’S RIGHT TO TRIAL IN A COURT OF LAW AND OTHER RIGHTS.
13. ALPHA’S RIGHT TO SUBCONTRACT SPECIAL SERVICES: Subscriber agrees that ALPHA is authorized and permitted to subcontract any services to be provided byALPHA to third parties who may be independent of ALPHA, and that ALPHA shall not be liable for any loss or damage sustained by Subscriber by reason of fire or any other causewhatsoever caused by the negligence of third parties and that Subscriber appoints ALPHA to act as Subscriber’s agent with respect to such third parties, except that ALPHA shall notobligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to ALPHA’s disclaimer ofwarranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors,manufacturers, vendors and Monitoring Center of ALPHA.
14. FULL AGREEMENT / SEVERABILITY: This agreement constitutes the full understanding of the parties and may not beamended, modified or canceled, except in writing signed by both parties. Subscriber acknowledges and represents that Subscriber has not relied on any representation, assertion,guarantee, warranty, collateral agreement or other assurance, except those set forth in this Agreement. Subscriber hereby waives all rights and remedies, at law or in equity, arising, orwhich may arise, as the result of Subscriber’s reliance on such representation, assertion, guarantee, warranty, collateral agreement or other assurance. To the extent this agreement isinconsistent with any other document or agreement, whether executed prior to, concurrently with or subsequent to this agreement the terms of this agreement shall govern. Thisagreement shall run concurrently with and shall not terminate or supersede any existing agreement between the parties unless specified herein. Should any provision of this agreementbe deemed void, the remaining parts shall be enforceable.
CONSUMER DISCLOSURE AND CONSENT Consumer Disclosure -Conducting business electronically, receiving electronic notices and disclosures, and signing documents electronically.
Please read the following information. By proceeding forward and signing the document(s) you are agreeing that you have reviewed the following consumer disclosure information and consent to transact business with ALPHA using electronic communications, to receive notices and disclosures electronically, and to utilize electronic signatures in lieu of using paper documents. This electronic signature service is provided on behalf of our client, hereinafter known as (“Self-Help” or "Requesting Party), who is sending or providing links where you can access electronic documents, notices, disclosures or requesting electronic signatures to you. From time to time, the Requesting Party may be required by law to provide to your certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through this electronic signing system. You are not required to receive notices and disclosures or sign documents electronically. If you prefer not to do so you may request to receive paper copies and withdraw your consent at any time as described below. Scope of Consent: You agree to receive electronic notices, disclosures, and electronic signature documents with all related and identified documents and disclosures provided over the course of your relationship with the Requesting Party. You may at any point withdraw you consent by following the procedures described below. Paper Copies: You are not required to receive notices or disclosures or sign documents electronically and may request paper copies of documents or disclosures if you prefer to do so. You also have the ability to download and print any open or signed documents sentto you through the electronic signature system. If you wish to receive paper copies in lieu of electronic documents, you may close this web browser and request paper copies from the Requesting Party by following the procedures outlined below. The Requesting Party may apply a charge for requesting paper copies. Withdrawal of Consent: You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent, you must notify the Requesting Party that you wish to withdraw consent and to provide your future documents, notices, and disclosures in paper format. After withdrawing consent if at any point in the future you proceed forward and utilize the electronic signature system you are once again consenting toreceive notices, disclosure, or documents electronically. You may withdraw consent to receive electronic notices and disclosures and optionally electronically signatures by following the procedures described below. Requesting paper copies, withdrawing consent, and updating contact information. You have the ability to download and print any documents we send to you through the electronic signature system. To request paper copies of documents or withdraw consent to conduct business electronically (i.e. receive documents, notices, or disclosures electronically or sign documents electronically) please contact the Requesting Party by telephone, postal mail, or by sending an email to the Requesting Party with the following subjects: "Requesting Paper Copies" provide name, email, telephone number, postal address and document title. "Withdraw Consent" provide name, email, date, telephone number, postal address. "Update Contact Information" provide name, email, telephone number and postal address Any fees associated with requesting paper copies or withdrawing consent will be determined by the "requesting party."
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