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MONITORING AGREEMENT
This Monitoring Agreement ("Agreement") is made and entered into on
this the 14th day of April, 1995, by and between MASADA SECURITY, INC., a
Delaware corporation ("Masada") and GLOBAL SECURITY, INC., formerly
known as Global Security Systems of Virginia, Inc., a Virginia corporation
(collectively referred to as "Global").
RECITALS
WHEREAS, Masada and Global have entered into an Asset Purchase
Agreement dated April 14, 1995 (the "Purchase Agreement"), pursuant to which
Global agrees to sell and Masada agrees to purchase certain customer accounts
("Accounts") located in the City of Richmond and its surrounding areas, State
of Virginia, as more fully described therein; and
WHEREAS, the Purchase Agreement requires that Global shall continue to
monitor the Accounts through its subcontractors, Security Alliance Command
Center, Inc. ("SACC") and Security Watch Central, Inc. ("SWC") until each of
the Accounts is reprogrammed to Masada's central monitoring station;
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Duration. This Agreement shall become effective on the 14th
day of April, 1995. Masada shall have the unilateral right to terminate this
Agreement in whole or in part by providing Global with 30 days' advance
written notice of its intent to terminate.
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2. Monitoring Fees. Masada shall not charge Global or any other
person or entity for its monitoring services related to the Accounts for the
period prior to the Closing (as defined in the Purchase Agreement) during which
period Global shall reprogram the Accounts to Masada's central monitoring
station up to a maximum of 90 days after the effective date of this Agreement.
After such 90 day period, Masada shall charge Global a standard monthly
monitoring fee per Account, a listing of which is attached hereto as Exhibit
"A" and incorporated herein by this reference.
3. Joint Obligations. Global's sole and exclusive obligations
under this Agreement shall be to continue in its normal and customary manner
through SACC and SWC to monitor and respond to signals received from the
security alarm systems ("Systems") associated with the Accounts not yet
programmed to Masada's central monitoring station and to reprogram the Accounts
to Masada's central monitoring station. Upon receipt of a signal from a
System, Masada shall make every reasonable effort to promptly notify, by
telephone or other reasonable means, the agencies and/or persons whose names
and telephone numbers are set forth on the emergency information data for such
Account unless there is reasonable cause to believe that the receipt of such
signal does not warrant such action. Upon the request of Global, Masada shall
provide Global with a written summary of the signals received from all Systems
during the period of this Agreement. Consistent with industry standards,
Global, SACC and SWC may also take such other action as they deem appropriate
in responding to a signal from a System.
4. System Damage. In the event that any System becomes disabled
or substantially damaged so that further monitoring to such System is
impractical, Global shall notify Masada
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of such disability or damage and Global shall cooperate with Masada in
attempting to reestablish service to such System.
5. Indemnification. Global shall indemnify and hold Masada
harmless from and against any and all losses, liabilities, damages and
expenses, including reasonable attorneys' fees, that Masada may suffer or
become liable for as a result or in connection with any intentional conduct,
fraud or negligence on behalf of Global, its officers, employees, agents,
subcontractors or representatives arising in connection with the monitoring or
reprogramming of the Systems.
6. Account Modifications. Global shall notify Masada immediately
of any modification or termination of any Account. Masada shall take whatever
action is required due to such modification or termination including, but not
limited to, changing the emergency information data of an Account or
disconnecting an Account.
7. Assignment. Global shall not assign this Agreement in whole
or in part. Masada shall have the right to assign this Agreement in whole or
in part to any other corporation, limited liability company, partnership,
association, proprietorship, or other business entity without notice to or
approval by Global. Global shall have the right to subcontract any service
which Global may be required to perform pursuant to this Agreement to SACC and
SWC.
8. Miscellaneous.
(a) Conflict with Purchase Agreement. If this Agreement
is found to be in conflict with the Purchase Agreement, then the provisions of
the Purchase Agreement shall control to the extent there is such a conflict.
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(b) Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns (where permitted).
(c) Governing Law. This Agreement shall be governed
by and construed and interpreted in accordance with the laws of the State of
Alabama.
(d) Amendment. This Agreement may not be modified,
changed, waived, or terminated, in whole or in part, except by a supplemental
agreement signed by all of the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
MASADA SECURITY, INC.
By: /s/ Xxxxx X. Xxxxxxx
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Its: President
GLOBAL SECURITY, INC.
(f/k/a GLOBAL SECURITY SYSTEMS OF
VIRGINIA, INC.)
By: /s/ Xxxxxxx X. Xxxxxxxx
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Its: President
