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MONITORING AGREEMENT
This Monitoring Agreement ("Agreement") is made and entered into on
this the 29th day of September, 1995, by and between MASADA SECURITY, INC., a
Delaware corporation ("Masada") and ALARM DATA GROUP, INC., a Maryland
corporation ("ADG").
RECITALS
WHEREAS, Masada and ADG have entered into an Asset Purchase Agreement
dated September 29, 1995 (the "Purchase Agreement"), pursuant to which ADG
agreed to sell and Masada agreed to purchase certain customer accounts
("Accounts") located in Washington, D.C. and its surrounding areas, as more
fully described therein; and
WHEREAS, the Purchase Agreement requires that ADG 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
contemporaneous with the Closing of the proposed purchase of Accounts. Masada
shall have the unilateral right to terminate this Agreement in whole or in part
by providing ADG with 30 days' advance written notice of its intent to
terminate.
2. Monitoring Fees. During the term of this Agreement, ADG
agrees to continue performing monitoring services to the Accounts in its normal
and customary manner, in
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exchange for which Masada agrees to pay ADG monthly fees as set forth on
Exhibit "A". All such fees shall be prorated and paid on a monthly basis.
3. Obligations. ADG'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 selected Accounts, as requested by Masada, to Masada's central
monitoring station. Upon receipt of a signal from a System, ADG 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, ADG shall provide Masada with a
written summary of the signals received from all Systems during the period of
this Agreement. Consistent with industry standards, ADG 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 ADG of such disability or damage and ADG shall
cooperate with Masada in attempting to reestablish service to such System.
5. Indemnification. ADG 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 ADG, 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 ADG immediately of
any modification or termination of any Account. ADG 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. ADG 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.
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
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.
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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 Corporate Development
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ALARM DATA GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
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Its: President
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