1
CONTRACT DEALER AGREEMENT
EXHIBIT ___
[ALERT CENTRE, INC. LOGO]
AGREEMENT made this 15th day of June 1995, by and between Masada Security, Inc.,
a Delaware corporation (hereinafter referred to as "AC") with prinicpal
executive offices located at 000 00xx Xx. Xxxxx, Xxxxx 000, Xxxxxxxxxx, XX
00000 and Alert Centre, Inc. a (check one) / / Sole Proprietship, / /
Partnership, /x/ Corporation, duly existing under the laws of the State of
Delaware with its principal offices located at 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxx, XX 00000 ("Installer")
In consideration of the mutual promises and covenants herein specified, and for
other good and valuable consideration, the parties hereto do, for themselves
their successors, and assigns mutually agree as follows:
1. AC, recognizing that Installer will be entering into agreements with its
customers (herein called "Subscribers") for the monitoring of protective
systems of Subscriber's premises, agrees to provide the monitoring and
notification services set forth in this Agreement for such Subscribers as
Installer may direct.
2. The fees to be paid by Installer to AC for such services shall be on a
per-Subscriber basis as specified by AC's Price List in effect at the time such
services are rendered. Installer acknowledges having received the entered Price
List and specifically agrees that same, and/or any amendments thereof, shall be
incorporated by reference as part of this Agreement as is set out in full
herein. Such loans shall be paid to AC by the Installor in advance. A monthly
service charge for each of Installer's systems monitored will be assessed
commencing upon completion of connection, for as long a period as the
Subscriber is connected. The first monthly service charge for each of
Installer's systems shall be prorated in that month to reflect the number of
days AC monitored the system. This agreement shall continue unless either
party notifies the other of its intention to terminate this Agreement by giving
not less than (30) days written notice.
If Installer fails to pay any amount herein provided within sixty (60) days
after the same is due and payable, or if installer fails to perform any other
provisions hereof within sixty (60) days after AC shall have requested in
writing performance thereof, or if installer makes any assignment for the
benefit of creditors, AC shall have the right, but shall not be obligated to
exercise any one or more of the following remedies:
(a) Recover the existing amounts due from Installer and contine to provide
monitoring service, or
(b) Discontinue monitoring service upon five (5) days written notice to
Subscribers and Installers; or
(c) If Installer fails to pay any amount herein provided within sixty (60)
days after the same is due and payable, AC may upon written notification to the
Installer, terminate this Agreement with Installer.
Each right and remedy provided for in this Agreement shall be cumulative, and
shall be in addition to every other right or remedy provided in this Agreement,
now or hereafter existing, at law or in equity or by statute.
3. The obligation of AC to render service to any particular Subscriber shall
become effective only after AC has received an acceptable test signal from the
Installer from the location for which services are to be rendered.
4. AC and the Installer agree that AC's sole obligation is under this
Agreement, and/or under any agreements between Subscribers and this Installer,
shall be to monitor signals received by means of the protective systems of
Subscriber, and upon receipt of signals from a Subscriber's premises, to make
every reasonable effort to transmit notification of the alarm promptly to the
police, fire or other authorities and/or person or persons whose names and
telephone numbers are set forth in instructions received by AC from time to
time from such Subscribers, unless there is reason to believe that an emergency
condition does not exist.
5. It is understood that AC owns none of the electro-protective employment
in the Subscribers' premises and has no responsibility for the condition and/or
the functioning thereof, and that maintenance, repair, service, replacement or
insurance of the electro-protective equipment is not the obligation or
responsibility of AC.
6. AC shall not be liable for any loss or damage caused by defects or
deficiencies in the electro-protective equipment of any Subscriber, nor shall
AC incur any liability for any delay in response time or lack of response by
police, fire or other authorities, institutions or individuals notified by AC.
7. AC shall not be obligated to perform any monitoring service hereunder
during any time when any Subscriber's telephone or telephone equipment shall be
inoperative inasmuch as signals to AC are received solely by means of telephone
communication.
8. This Agreement may be terminated with respect to any Subscriber at any time
by Installer upon written notice to AC.
9. AC shall not be responsible for any fees, charges, or assessments imposed
by any government authority or other person in connection with false alarms
from any equipment located at any Subscriber's premises.
10. This Agreement may be suspended as to any particular Subscriber should the
equipment at the premises of such Subscriber become so disabled or so
subtantially damaged that further service to such Subscriber is impracticable.
AC will not be required to render service to a Subscriber if the failure to
render such service is due to strikes, riots, floods, fires, malfunctions of
telephone lines or telephone equipment, acts of God, or any other cause beyond
the control of AC.
11. In addition, to the fees stated herein, Installer agrees to pay, when
requested by AC, any and all sales and use taxes or other impositions or levies
by municipal, state, or federal authorities in connection with the service to
be performed by AC. The Installer agrees to hold AC harmless from, and to
indemnify it against any claims for the foregoing, including legal or
accounting fees, should such fees be incurred.
12. It is understood and agreed by the parties that AC is not an insurer and
that insurance, if any, covering personal injury and property loss or damage on
any Subscriber's premises shall be obtained by the Subscriber, that AC is being
paid to monitor systems designed to reduce certain risks or loss and that the
amounts being charged by AC are not sufficient to guarantee that no loss will
occur; and that AC is not assuming responsibility for any losses which may
occur even if due to AC's negligent performances or failure to perform any
obligation under this Agreement. AC hereby disclaims all representations and
warranties, expressed or implied, including those of merchantability or fitness
or that service supplied by AC may not be compromised, or that the services
will in all cases provide the protection for wich they may be intended.
Since it is impractical and extremely difficult to fix the actual damages
which may arise due to the failure of services provided, the parties agree
that, should there arise any liability to Installer on the part of AC arising
out of AC's performance or non-performance (negligent or otherwise) of its
obligations under this Agreement with respect to a particular Subscriber, such
liability shall be limited to the sum of $250.00. This sum shall be the
complete limit of AC's liability to Installer for AC's performance or
non-performance of its obligations under this Agreement and shall not be deemed
a penalty. In the event that Installer wishes AC to assume a higher limitation
of liability, the Installer may obtain from AC a higher limit by paying an
additional amount proportioned to such increase, but such additional obligation
shall in no way be interpreted to hold AC as an Insurer. Installer agrees to
indemnify and save harmless AC, its employees and agents, from and against all
liability (including Attorney's fee) for Subscriber or third party claims,
lawsuits, and losses alleged to be caused by AC's performance or
non-performance (negligent or otherwise) of its obligations under this
Agreement.
13. The parties specifically agree that any notices required to be given
under this Agreement shall be made in writing and sent to the address of the
other party indicated herein, or such other address as from time to time may
be provided by each party to the other in writing; that this Agreement contains
the entire understanding between the parties and may be altered or modified
only by a writing signed by the parties; that this Agreement, as to any
particular Subscriber, shall not be assignable by the installer except upon the
express written consent of AC; and that this Agreement, in all respects shall
be governed and construed solely under the laws of the State of Alabama.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written and specifically represent that the person executing
same on behalf of each party is fully authorized to do so.
MASADA SECURITY, INC. ALERT CENTRE, INC.
By: /s/
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Authorized Representative Dealer Name (Please Print)
Dealer Phone No. 0-000-000-0000 /s/ Xxxxx X. Xxxxxxx, Exec. V.P. & CFO
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Dealer Signature
Dealer No. Assigned: 944557
---------------- Current Basis Monthly Monitoring
Rate Per Account Per Month $ 5.00
in accordance with Section 10.2 of
Account No. Assigned: the Asset Purchase Agreement, to
--------------- which the Agreement is attached.
Receiver No.:
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Receiver Telephone No.:
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