Fire Safety Compliance Fire Alarm Upgrade

Fire Safety Compliance Fire Alarm Upgrade Agreement

This Fire Safety Compliance Fire Alarm Upgrade Agreement (the Agreement) is entered into by and between Client Name: and Contractor Name: .

RECITALS

WHEREAS, Client owns or controls the real property and premises identified below and requires upgrades to the fire alarm system to achieve and maintain compliance with applicable fire safety codes and standards;

WHEREAS, Contractor possesses the skill, licensing, equipment and experience to perform design, installation, testing and certification of fire alarm systems and agrees to perform such work in accordance with the scope and terms set forth in this Agreement; and

WHEREAS, the parties desire to document the scope, schedule, payment and compliance obligations associated with the fire alarm upgrade project.

PROJECT IDENTIFICATION

SCOPE OF WORK

Contractor shall perform the following services, inclusive of labor, materials, supervision and commissioning required to place the upgraded fire alarm system into full operational and compliant condition as described below.

Typical included items: panel replacement or retrofit; addition or replacement of smoke and heat detectors; notification appliances; notification and monitoring interface; conductor replacement; zoning and annunciation; programming; coordination with authority having jurisdiction for inspections and final acceptance testing.

UPGRADE COMPONENTS & ACCEPTANCE

Contractor will provide the following upgrade components (check all that apply) and certify their installation and testing in accordance with the Scope of Work.

PAYMENT TERMS

Total Contract Amount: $

Late Payment: If any undisputed payment is not received by Contractor within days after the due date, interest shall accrue at the rate of on the overdue amount until paid in full. Client shall be liable for reasonable collection costs and attorneys' fees incurred by Contractor to collect overdue amounts.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate for material breach by the other party if such breach is not cured within thirty (30) days after written notice specifying the breach. Termination shall not relieve Client of the obligation to pay Contractor for work performed to the date of termination and for reasonable demobilization costs.

CONFIDENTIALITY

Contractor and Client each acknowledge that during performance of the Work they may have access to Confidential Information of the other party. "Confidential Information" means proprietary business or technical information disclosed in writing or orally, including but not limited to design documents, system configurations, security plans and testing results. Each party shall maintain such information in confidence, shall use it only for the purposes of performing under this Agreement, and shall not disclose it to third parties except to employees, subcontractors, or affiliates who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Exceptions: Confidential Information does not include information that is or becomes generally known to the public through no fault of the receiving party, that is rightfully received from a third party without restriction, or that is independently developed without use of Confidential Information. Disclosure required by law or by order of a court or authority shall not be a breach if the disclosing party provides prompt notice and cooperates in seeking protective measures.

CONTRACTOR CERTIFICATIONS, LICENSING AND INSURANCE

Contractor represents and warrants that it holds all licenses, registrations, permits and certifications required to perform the Work and that all work will be performed by qualified personnel in a professional and workmanlike manner consistent with industry standards. Contractor shall maintain insurance coverages required by Client and applicable law during performance of the Work.

INDEMNIFICATION

Contractor shall indemnify, defend and hold Client harmless from and against all claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of Contractor's negligent acts, omissions or willful misconduct in performing the Work. Client shall indemnify Contractor for liabilities arising from Client's negligence or breach of this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. Venue for any dispute arising under this Agreement shall be in an appropriate state or federal court located within such state.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits and change orders executed by the parties, constitutes the entire agreement between Client and Contractor with respect to the subject matter hereof and supersedes all prior negotiations, proposals and agreements, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS PROVISIONS

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth by the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Titles and captions are for convenience only and do not affect interpretation.

FINAL ACCEPTANCE

Final acceptance of the Work shall occur following successful completion of acceptance testing and issuance of written acceptance by Client or the authority having jurisdiction. Final payment shall be due in accordance with the Payment Schedule upon acceptance.

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