This Agreement is entered into between MetroCom, Inc. (hereinafter “MetroCom”) and the undersigned Client (hereinafter “Client”) upon Client’s acceptance of the Total
Installation Services Cost set out herein. Unless otherwise agreed to in writing, the following Terms and Conditions shall hold true. This proposal remains valid for 30 days from issuance. NO work shall commence prior to receipt of a 50% deposit (the “Initial Deposit”) as detailed in Paragraph 11, unless MetroCom, in its sole discretion, elects to proceed. This AGREEMENT represents the complete agreement and understanding between MetroCom and the Client, superseding all prior agreements, communications, or
representations, whether written or oral, related to the pricing, services, and goods provided by MetroCom. MetroCom reserves the right to assign its rights to collect payments or enforce this Agreement to a third party, including but not limited to a collection agency or assignee, without prior notice to the Client, and such assignment shall not relieve the Client of its obligations herein. If any provision herein is determined to be invalid or unenforceable pursuant to applicable New York law, including but not limited to
warranty disclaimers and liability limitations, such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original,
and the remainder of the Agreement shall continue in full effect. This Agreement may be executed in counterparts, each deemed an original, all of which together shall
constitute one and the same Agreement. A digital or electronic copy or notice shall be deemed an original under the New York Electronic Signatures and Records Act (ESRA).
This contract shall be subject to New York State Law, with exclusive jurisdiction and venue in the courts of Kings County, New York.
MetroCom shall provide the equipment and perform the services outlined herein for the stated fee arrangement. MetroCom agrees to install all equipment listed in this
Agreement in accordance with manufacturer standards, in a neat, workmanlike manner, and in compliance with all applicable New York state and local codes, including the New
York State Uniform Fire Prevention and Building Code where applicable. All work shall be performed during normal business hours, 8:30 AM to 5:00 PM, Monday through Friday,
excluding New York legal holidays, unless expedited, overtime, or off-hours labor is agreed upon at additional cost. MetroCom retains title to all equipment, goods, and
materials until the Total Installation Services Cost is paid in full per NY UCC § 2-401; until such payment, the Client holds no ownership interest, and MetroCom may reclaim or
remove equipment upon default, subject to NY UCC § 9-609 repossession rules (e.g., without breach of peace). Should the Client fail to ensure site readiness by the scheduled
installation date, MetroCom may, upon written notice, reschedule work and recover reasonable costs incurred due to the delay, not to exceed $250 per instance, as agreed
compensation under NY UCC § 2-710.
Warranty: 1-Year Parts & 1-Year Labor from the date of installation, effective only upon full payment of the Total Installation Services Cost. The Software/Mobile APP is provided
“AS IS,” with no implied warranties beyond those mandated by NY GOL § 5-312. During the warranty period, MetroCom shall repair defects in workmanship or provided
components free of charge (parts and labor), provided payment is complete. This warranty does not extend to losses or damages due to misuse, accident, abuse, neglect,
normal wear and tear, negligence (other than MetroCom’s), unauthorized modification, use beyond rated capacity, unsuitable power sources, environmental conditions, acts of
God, cosmetic damages, or issues with existing infrastructure or components/wiring provided by the Client or others. Warranty service is available 8:30 AM to 5:00 PM,
weekdays excluding holidays; emergency service is available 24/7 with a six (6) hour response, billed at the current rate of $325.00 per hour, portal to portal. This warranty
does not auto-renew without notice, per NY GOL § 5-903.
Services required to correct conditions caused by acts of God (e.g., floods, lightning), misuse, abuse, accidents, theft, vandalism, or defects in existing systems are expressly
excluded from this Agreement and warranty. If such services are required, the Client shall be invoiced for all equipment repaired and/or replaced plus labor at MetroCom’s
then-current rates, with work proceeding only upon Client approval. MetroCom is not responsible for manufacturer defects, stock shortages, backorders, supply chain delays, or
additional equipment lead times beyond its control. Existing wire infrastructure will be tested for compatibility; if it fails to meet manufacturer guidelines, replacement/upgrade
costs shall be borne by the Client.
Work is proposed non-union during normal business hours. Expedited, overtime, or off-hours labor may be provided at additional cost. For intercom installations requiring
access to all apartment units and basements, the Client shall ensure complete access during scheduled times. Unscheduled delays due to unavailable units during assigned time
slots shall incur a fee of $450 per visit per unit, reasonable under NY law as compensation for actual costs. The system shall utilize existing cabling if suitable; replacement,
upgrade, or repair shall be at additional cost.
The following are excluded: electrified security/locking devices and hardware (supplied, wired, tested, and installed by others); permits, bonds, or requirements by any
government agency or authority having jurisdiction (AHJ); system pathways (conduit, cores, sleeves, pre-sets, boxes); patching, painting, fire stopping, or repairs of any kind;
cutover/move-in support; installation of owner-furnished equipment (unless specified); fire alarm connections/testing; AC power connections to electrical panels; elevator or
masonry services; scaffolding or aerial lifts; asbestos-related work; toning/testing of others’ work; point-to-point or as-built drawings; or bonds. All material is guaranteed as
specified, and work shall be substantially completed in a workmanlike manner per manufacturer specifications. Anything not expressly included in this proposal is excluded.
Unless otherwise stated, MetroCom shall have unrestricted access to the site for activities necessary to perform the services. The Client shall provide lifts, bucket trucks, or
scaffolding for equipment over 10 feet above ground and secure storage for all equipment, signing for deliveries and assuming liability for safekeeping until installed. Should the
Client fail to provide such access or storage by the scheduled date, MetroCom may, upon written notice, reschedule work and recover reasonable costs incurred due to the
delay, not to exceed $250 per instance, as agreed compensation under NY UCC § 2-710.
The Client shall provide, in a timely manner to avoid project delays: ¾” fire-rated plywood in specified locations; 120VAC quad outlets on a dedicated 20-AMP circuit (or as
specified) with bus bar grounding terminals within 5 feet; all network, phone, and fire alarm connections; patching, painting, and repairs; and ADMIN credentials for system
integration. For TV/monitor mounting, the Client shall provide plywood backing and recessed electrical outlets (e.g., Leviton 689-W). Should the Client fail to provide these
items by the scheduled installation date, MetroCom may, upon written notice, reschedule work and recover reasonable costs incurred due to the delay, not to exceed $250 per
instance, as agreed compensation under NY UCC § 2-710.
MetroCom shall not be liable for equipment, wiring, or installations by others, even if previously functional. Issues such as improper grounding, loose connections, incorrect
voltage, or inadequate cabling discovered during installation shall be reported with an estimate for repair, payable by the Client. MetroCom is not responsible for system
memory loss or malfunctions caused by such pre-existing conditions.
Taxes are excluded unless specified. Client must provide tax-exempt documentation within three (3) days of signing, or MetroCom will charge and remit New York sales tax per
NY Tax Law § 1132. Per Tax Bulletin ST-113, clients may seek a refund for exemptions or capital improvements directly from the Tax Department after taxes has been remitted
(see TB-ST-350). MetroCom, not being tax experts, is not obligated to assess or accept exemption claims or forms. Contact NYS DTF for guidance.
A deposit of 50% of the Total Installation Services Cost (the “Initial Deposit”) is due upon acceptance, 25% upon equipment delivery, and the final 25% upon completion,
payable onsite on the last day of work. Failure to pay the Initial Deposit within five (5) business days of acceptance shall entitle MetroCom to delay preparation without penalty
until payment is received, and MetroCom may recover reasonable costs incurred due to the delay, not to exceed $250, as agreed compensation under NY UCC § 2-710. The
Client’s acceptance constitutes a binding promise to pay, enforceable under NY contract law. Equipment orders are final upon signing; cancellation incurs a 20% restocking fee
plus shipping costs, reasonable under NY UCC § 2-718. MetroCom retains a security interest in all equipment per NY UCC § 9-203, and the Client authorizes MetroCom to file a
UCC-1 financing statement. The Client shall provide billing details (e.g., contact name, address, special requirements) upon signing.
Accounts unpaid 30 days after invoicing shall incur a 1.5% monthly service charge (18% annually), compliant with NY GOL § 5-501. If unpaid after 90 days, the Client shall pay
collection costs, including reasonable attorney’s fees, per NY CPLR § 5001. MetroCom may suspend services for non-payment after 7 days’ notice and recover reasonable costs
incurred due to the suspension, not to exceed $250 per instance, as agreed compensation under NY UCC § 2-710.
If the Client terminates before paying the Initial Deposit, the Client shall pay a termination fee of $500 or 10% of the Total Installation Services Cost, whichever is greater,
within ten (10) business days as liquidated damages per NY UCC § 2-718. If the Initial Deposit is paid and the Client terminates, MetroCom shall refund it within ten (10)
business days, less: (a) 25% of the deposit; (b) a 15% restocking fee (based on equipment cost) plus shipping if equipment is ordered; and (c) costs for non-refundable
custom items. State sales tax paid is retained but refunded to the Client upon MetroCom’s receipt from New York. If termination occurs after work begins, the Client owes all
costs incurred. MetroCom may terminate for Client breach (e.g., non-payment) after 7 days’ notice, or immediately for non-payment after 30 days, retaining equipment
reclamation rights per NY UCC § 9-609. MetroCom may terminate at its discretion with 14 days’ notice, and the Client shall pay charges incurred to date.
Upon Client breach, MetroCom may: (a) suspend services with notice; (b) reclaim equipment per NY UCC § 9-609; (c) recover liquidated damages as specified herein; and (d)
pursue costs and reasonable attorney’s fees per NY CPLR § 5001. The Client waives claims for delays arising from such actions, subject to NY UCC § 1-304 good faith
requirements. MetroCom may also, upon written notice, adjust project timelines or costs to mitigate losses from Client delays or failures, with Client consent not to be
unreasonably withheld.
MetroCom reserves the right to withdraw or cancel this proposal at any time prior to Client acceptance and payment, consistent with NY freedom of contract.
In recognition of the relative risks and benefits, the Client agrees that MetroCom’s total liability for any claims arising from this Agreement, including negligence, shall not
exceed amounts paid by the Client, enforceable under NY law absent gross negligence or willful misconduct. MetroCom is not liable for consequential or punitive damages, per
NY CPLR § 4101.
MetroCom shall not be liable for delays due to acts of God, labor disputes, or events beyond its reasonable control. The Client remains liable for costs incurred prior to such
events.
The Client shall indemnify MetroCom from claims arising from Client actions or existing conditions, subject to NY GOL § 5-322.1, voiding overbroad indemnities for MetroCom’s
negligence.
All notices shall be in writing, delivered personally, by certified mail, or electronically per NY ESRA, to the addresses and email addresses used in original communications.
The Client shall cooperate with MetroCom in good faith to facilitate timely performance of the services, including prompt responses to requests for information or approvals. Should the Client fail to cooperate, MetroCom may, upon written notice, adjust project timelines or recover reasonable costs incurred due to the delay, not to exceed $250 per
instance, as agreed compensation under NY UCC § 2-710, provided MetroCom acts reasonably to mitigate such costs.
The Client acknowledges that all system designs, including but not limited to layouts, schematics, wiring diagrams, configurations, technical specifications, installation methods,
and any other proprietary knowledge or know-how (collectively, “MetroCom IP”), developed or provided by MetroCom in connection with this Agreement, are the exclusive
intellectual property of MetroCom. The Client shall not use, replicate, distribute, disclose, or exploit MetroCom IP, whether directly or through a third party, for any
purpose—including but not limited to designing, installing, modifying, or maintaining systems—without MetroCom’s prior written consent. Any unauthorized use shall constitute
a material breach of this Agreement, entitling MetroCom to: (a) seek immediate injunctive relief under NY CPLR § 6301 to halt such use; (b) recover damages, including a
reasonable licensing fee equivalent to 150% of the Total Installation Services Cost as liquidated damages for the value of MetroCom’s expertise, per NY UCC § 2-718; (c)
reclaim any equipment or materials provided, per NY UCC § 9-609; and (d) pursue reasonable attorney’s fees and costs, per NY CPLR § 5001. Additionally, the Client’s license to
use the installed system shall be suspended until such breach is cured to MetroCom’s satisfaction, and MetroCom may terminate this Agreement with all payments due
immediately accelerated, ensuring MetroCom is compensated for its intellectual contributions and preventing the Client from benefiting from MetroCom’s knowledge without
payment.
MetroCom shall not be liable for delays, additional costs, or damages arising from concealed or unknown site conditions (e.g., hidden wiring, structural defects, intermittent
failure) not disclosed by the Client or reasonably discoverable prior to work commencement. Upon discovery, MetroCom shall notify the Client in writing, and any additional work
required shall be subject to a Change Order under Paragraph 6. The Client shall bear the reasonable costs of such adjustments, subject to mutual agreement on scope and
pricing.
In the event MetroCom commences work as scheduled and removes any equipment previously authorized by the Client for disconnection or removal, MetroCom shall bear no
responsibility or liability for such equipment, including its condition, storage, safekeeping, or functionality, immediately upon its disconnection or removal from the site. The
Client shall, at a minimum 24 hours prior to the commencement of work, notify MetroCom via email specifying either: (a) a designated onsite location where MetroCom shall
leave the removed equipment; (b) arrangements for the Client to pick up the removed equipment at the Client’s sole expense, including any transportation or handling costs; or
(c) that if no direction from the Client is received within 24 hours prior to job commencement, MetroCom is authorized to dispose of the removed equipment onsite at
MetroCom’s discretion. Failure by the Client to provide such timely notice shall entitle MetroCom to, at its sole discretion, either leave the removed equipment at a location of its
choosing onsite or dispose of the removed equipment onsite, and MetroCom shall not be liable for any subsequent loss, damage, theft, or disposal costs. Unless the Client
provides written notice to MetroCom at least 24 hours prior to project commencement specifying the initial starting point location for the work, MetroCom reserves the right, in
its sole discretion, to commence work at any location it deems appropriate, and the Client waives any claims arising from MetroCom’s selection of such starting point. If the
Client, for any reason including but not limited to lack of site readiness, unavailability of required items, or other delays, requests MetroCom to reinstall or restore such removed
equipment to operational status, the decision to undertake such restoration shall be at MetroCom’s sole discretion. Should MetroCom elect to perform such restoration, the
Client shall be billed for all associated labor at the emergency service hourly rate of $325.00 per hour, portal to portal, as specified in Paragraph 2, plus any additional costs for
materials or equipment, payable immediately upon completion of the restoration work. MetroCom shall not be liable for the functionality, compatibility, or condition of such
restored equipment, and any such work shall not extend or modify the warranty terms herein. This provision ensures MetroCom is not obligated to manage, store, or restore
removed equipment without compensation and retains full control over its resources and schedule.
MetroCom shall not be responsible for delays, damages, or system malfunctions caused by interference from third parties (e.g., other contractors, tenants, or utility providers)
not under MetroCom’s control. The Client shall coordinate with such parties to ensure MetroCom’s work proceeds unimpeded. Should interference occur, MetroCom may, upon
written notice, adjust the project timeline and recover reasonable costs incurred, not to exceed $250 per instance, as agreed compensation under NY UCC § 2-710.
In the event of non-payment, MetroCom reserves its right to file a mechanic’s lien against the property where services are performed, pursuant to New York Lien Law § 3,
provided MetroCom complies with all notice and filing requirements under NY Lien Law §§ 10-11. The Client acknowledges that such lien may be filed to secure payment for
labor and materials furnished, and MetroCom may pursue foreclosure if payment remains outstanding after 90 days, subject to NY law.
MetroCom may assign its rights to collect payments due under this Agreement, including any associated remedies or lien rights, to a third party, such as a collection agency or
financial institution, at its sole discretion and without prior notice to the Client. Such assignment shall not affect the Client’s obligations to pay the Total Installation Services Cost
or any other amounts due hereunder, nor shall it relieve MetroCom of its obligations to perform the services outlined herein, unless otherwise agreed in writing. The Client’s
consent shall not be required for such assignment, and any assignee shall be entitled to enforce MetroCom’s rights under this Agreement as if it were MetroCom, subject to NY
UCC § 9-405.
In the event of Client insolvency, bankruptcy, or assignment for the benefit of creditors, MetroCom may, at its sole discretion and upon written notice: (a) suspend performance
until payment assurances satisfactory to MetroCom are provided, per NY UCC § 2-609; (b) demand immediate payment of all outstanding amounts; or (c) terminate this
Agreement, retaining all rights to reclaim equipment and recover costs incurred. The Client shall notify MetroCom in writing within five (5) business days of any such event, and
failure to do so shall constitute a material breach.
Work shall be deemed substantially complete when the system is operational for its intended use, as determined in accordance with industry standards. The Client shall inspect
the work within three (3) business days of notice of completion and provide written acceptance or a detailed list of deficiencies. Failure to respond within this period shall
constitute acceptance. Disputes over completion shall be resolved through mediation in Kings County, New York, before litigation, with costs shared equally unless otherwise
ordered.
MetroCom shall not be liable for additional costs or delays due to changes in laws, regulations, or codes enacted after the Agreement’s execution that increase the cost or time
of performance. Such changes shall be addressed via a Change Order under Paragraph 6, with the Client bearing reasonable additional costs, subject to mutual agreement.
MetroCom shall not be liable for data breaches, cyberattacks, or system misuse resulting from Client failure to maintain adequate security measures (e.g., passwords, network
protection) post-installation. The Client shall indemnify MetroCom from claims arising from such incidents, unless caused by MetroCom’s gross negligence. MetroCom’s liability
for breaches caused by its own systems shall be limited to amounts paid under this Agreement, per Paragraph 16.
Any dispute arising under this Agreement shall first be submitted to mediation in Kings County, New York, with a mutually agreed mediator, costs shared equally unless
otherwise ordered. If mediation fails within 30 days, either party may pursue litigation in Kings County courts. MetroCom may recover reasonable attorney’s fees and costs if it
prevails, per NY CPLR § 5001.
The Client shall maintain general liability insurance covering the project site during MetroCom’s performance, naming MetroCom as an additional insured, with limits of at least
$1,000,000 per occurrence. Proof of coverage shall be provided upon request. MetroCom shall maintain its own insurance but shall not be liable for losses beyond its policy
limits or Client’s coverage.
Failure by MetroCom to enforce any provision herein shall not constitute a waiver of that or any other provision. All waivers must be in writing and signed by MetroCom to be
effective, per NY law.
Any changes to this Agreement must be made in writing and signed by both parties to be effective. No oral modifications or unilateral changes will be binding.
Assumptions can lead to misunderstandings. We encourage you to ask questions to ensure clarity and alignment, as your satisfaction is our priority
Both parties shall keep confidential all non-public information disclosed during this Agreement, using it solely for the project’s purpose, except as required by law.
The Client represents that it has full authority to enter this Agreement and provide MetroCom access to the site, free of legal impediments.
The Client shall ensure the site is safe and free of hazards (e.g., exposed wiring, asbestos) during MetroCom’s work. MetroCom may suspend work if conditions are unsafe, with
costs borne by the Client per Paragraph 14.
The Client shall obtain and pay for all permits, licenses, or approvals required for the work, unless MetroCom agrees otherwise in writing.
MetroCom shall perform the work in a reasonable timeframe, subject to Client cooperation and conditions beyond MetroCom’s control. Time is not of the essence unless
specified.
Provisions regarding payment, intellectual property, liability, and indemnification shall survive termination of this Agreement.
To signify that the above prices, specifications, and conditions are satisfactory and hereby accepted, please endorse below with the authorized signature. Your signature
constitutes a binding promise to pay, enforceable under New York law.
