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MONITORING AGREEMENT
This Monitoring Agreement ("Agreement") is made and entered into on
this the 10th day of October, 1995, by and between MASADA SECURITY, INC., a
Delaware corporation ("Masada") and LAFAYETTE SECURITY AND ELECTRONICS SYSTEMS,
INC., a Louisiana corporation ("Lafayette").
RECITALS
WHEREAS, Masada and Lafayette have entered into an Asset Purchase
Agreement dated September 11, 1995 (the "Purchase Agreement"), pursuant to
which Lafayette agreed to sell and Masada agreed to purchase certain customer
accounts ("Accounts") located in the City of New Orleans and its surrounding
areas, State of Louisiana, as more fully described therein; and
WHEREAS, the Purchase Agreement requires that Lafayette shall continue
to monitor the Accounts 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 1st
day of October, 1995. Masada shall have the unilateral right to terminate this
Agreement in whole or in part by providing Lafayette with 10 days' advance
written notice of its intent to terminate.
2. Monitoring Fees. During the term of this Agreement, Lafayette
agrees to continue performing monitoring services to the Accounts in its normal
and customary manner,
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in exchange for which Masada agrees to pay Lafayette monthly fees as set forth
on Exhibit "A". All such fees shall be prorated and paid on a monthly basis.
3. Obligations. Lafayette's obligations under this Agreement
shall be to continue in its normal and customary manner 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, Lafayette 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 Masada, Lafayette shall provide Masada with a written summary of the signals
received from all Systems during the period of this Agreement. Consistent with
industry standards, Lafayette 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, Masada shall notify Lafayette of such disability or damage and
Lafayette shall cooperate with Masada in attempting to reestablish service to
such System.
5. Indemnification. Lafayette 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 Lafayette, its officers, employees, agents,
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subcontractors or representatives arising in connection with the monitoring or
reprogramming of the Systems.
6. Account Modifications. Masada shall notify Lafayette
immediately of any modification or termination of any Account. Lafayette 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. Lafayette 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 who acquires
all or a substantial part (30% or more) of the total assets of Masada in
connection with the sale of all or a substantial part of its business.
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.
(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
Louisiana.
(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.
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IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
MASADA SECURITY, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Its: Vice President of Acquisitions
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LAFAYETTE SECURITY AND
ELECTRONICS SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxxx
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Its: President
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