1
EXHIBIT _____
SUBCONTRACTOR AGREEMENT
THIS SUBCONTRACTOR AND INSTALLATION AGREEMENT (the "Agreement") is made
this 15th day of June, 1995 by and between Masada Security, Inc., a
Delaware corporation, located at 000 00xx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx,
Xxxxxxx 00000 ("Masada") and Alert Centre, Inc., a Delaware corporation,
located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000
("Subcontractor") . For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged by Subcontractor and Masada, the
parties agree as follows:
1. Maintenance and Installation Services. Subcontractor agrees to take
all steps necessary to provide maintenance and installation services (the
"Services") for the protective equipment and systems (the "Protective
Equipment") related to the alarm accounts referred to Subcontractor by Masada
(the "Alarm Accounts") in a good, safe, sound, and serviceable condition
consistent with the standards in the industry for services and maintenance of
such Protective Equipment and in conformity with all applicable federal, state
and local laws.
Subcontractor shall submit invoices to Masada for services rendered to
the Alarm Accounts which shall reflect the amounts due to Subcontractor's
subcontractors for services performed during the term of this Agreement,
without any additional charge or fee added by Subcontractor.
2. Licenses/Permits. At all times during the term of this Agreement,
Subcontractor shall possess all necessary federal, state and local licenses,
permits, cerificates and other authorizations required for Subcontractor's
performance of the Services.
3. No Agency. Subcontractor shall have no right to incur any
liabilities, debts or obligations of any kind, in the name of, on behalf of, or
as agent for Masada. It is specifically agreed that the relationship of the
parties hereto shall be that of principal and independent contractor, and not
of employer and employee. Subcontractor may subcontract with third parties to
provide the Services.
4. Term. Subcontractor agrees to provide the Services beginning the
date set forth above through June 30, 1995, and thereafter, this Agreement may
be renewed upon the written consent of the parties.
5. Guaranty. Subcontractor further guarantees that if Masada incurs any
expenses associated with any Services performed on behalf of any Alarm Account
as a result of Subcontractor's failure, or the failure of the responsible
person or entity designated or selected by Subcontractor, to provide
satisfactory Services on any Alarm Account pursuant to this Agreement,
Subcontractor shall pay such expenses to Masada upon demand. Failure to do so
will entitle Masada to offset such expenses from any funds which Masada may owe
to Subcontractor, or to Subcontractor's subcontractors, pursuant to this
Agreement, or pursuant to that certain Asset Purchase Agreement between the
parties, dated June 9, 1995. Masada hereby agrees to notify Subcontractor of
such offsets. Subcontractor
2
f
shall have fifteen (15) days from the date notice is received to dispute said
charges.
6. Amendment and Waiver. This Agreement may be amended, or any provision
of this Agreement may be waived, provided that any such amendment or waiver
shall be binding upon the parties hereto only if such amendment or waiver is
set forth in writing executed by both parties hereto.
7. Notices. All written notices given or delivered under or by reason of
the provisions of this Agreement shall be deemed to have been given to the
respective parties hereto when personally delivered or mailed by certified
mail, return receipt requested, to the address noted below such party's
signature to this Agreement, unless another address is specified in writing.
8. Assignment. This Agreement, and all of the provisions hereof, shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Except for assignments by
Subcontractor or Masada to an affiliated entity of Subcontractor or Masada,
respectively, Masada or a successor in interest to any of Masada's Alarm
Accounts that are serviced by Subcontractor, neither this Agreement, nor any of
the rights, interests or obligations hereunder, may be assigned by either party
without the prior written consent of the other party.
9. Counterparts. This Agreement may be executed in one or more
counterparts, any one of which need not contain the signatures of more than one
party. All such counterparts taken together shall constitute one and the same
instrument.
10. Applicable Law. This Agreement shall be construed in accordance with,
and governed by, the laws of the State of Colorado.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.
MASADA SECURITY, INC. ALERT CENTRE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxxx X. Xxxxxxx
----------------------- -----------------------
Name: Xxxxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxx
--------------------- -----------------------
Title: Vice President, Corporate Development Title: Exec. V.P. & C.F.O.
------------------------------------- -----------------------
Address: 000 00xx Xxxxxx Xxxxx Xxxxxxx: 0000 X. Xxxxxx Xx.
Xxxxx 000 Xxxxxxxxx, XX 00000
Xxxxxxxxxx, Xxxxxxx 00000
