WHOLESALE MONITORING AGREEMENT

 

                Made this _____________ day of  __________________________________, 20 ______, between Coastal Security Systems, Inc., a Delaware corporation d/b/a Central One, whose mailing  address is 701 Park of Commerce Boulevard N.W., Suite 200, Boca Raton, Florida 33487 and _______________________________________________________(herein called installer), whose mailing address is _____________________________________________________________________________________________________.

                For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, installer and Central One stipulate and agree as follows:

1.          installer is in the business of designing, installing and maintaining electronic alarm systems and holds a valid alarm contractors license number _____________________ issued by the State of ______________________.  installer wishes to provide subscribers with central station monitoring service and represents to Central One that installer has secured all permission, permits and licenses which may be necessary from all state, local or other governmental authorities for that purpose.  The term Subscriber, for the purposes of this Agreement, shall include any person, firm or corporation who contracts with installer for the design, installation, maintenance or monitoring of an electronic alarm system.

2.          Central One is in the business of providing central station alarm monitoring services and will provide such services for installer subject to:

             a.          the rates outlined in Schedule "A", which shall be an integral part of this Agreement; and

             b.          the terms and conditions of the Alarm Monitoring Agreement, a copy of which is attached (as Schedule "B") and shall be an integral part of this Agreement; and

             c.          the terms and conditions of this Agreement.

3.          installer shall pay to Central One in full within fifteen (15) days of Central One's regular advance monthly billing, charges for all Subscriber monitoring and other services at the rates outlined in Schedule "A" of this Agreement.  installer shall pay Central One without regard to whether installer is able to collect from any Subscriber.  In the event installer fails to perform any of the terms or provisions of this Agreement Central One shall have the following rights and remedies:

             a.          to recover all sums due from installer under this Agreement with interest at the highest rate allowed by law; and

             b.          to recover all costs of collection and enforcement including court costs, attorney fees and collection agency fees; and

             c.          to discontinue all services provided by Central One under this Agreement and all Alarm Monitoring Agreements upon ten (10) days notice to installer.

4.          installer shall, within thirty (30) days from the date all service under this agreement is discontinued, take whatever steps are necessary to permanently prevent Subscriber’s systems from signaling the central station.  Central One may, after the expiration of the thirty (30) day period, directly bill any and all Subscribers which remain capable of signaling the central station.

5.          installer shall test each of the signals which can be transmitted to the central station from the Subscriber's premises and confirm that each signal was received properly.  For each Subscriber for which installer enables central station signaling of any type, installer shall provide to Central One in writing:

             a.          A complete description of the signals which the Subscriber's system is capable of sending to Central One's central station.

             b.          The Subscriber's name, premises address and premises telephone number.

             c.          The Subscriber's alarm permit number, if a permit is required by law.

             d.          A list of persons who can respond to the premises on the Subscriber's behalf in the event of an emergency, including telephone numbers.

             e.          An Alarm Monitoring Agreement (Schedule "B") executed by the Subscriber and bearing the Subscriber's original signature and installer's signature except where Central One's insurance carrier has pre-approved installer's standard contract.  installer shall maintain an original copy of each pre-approved contract and shall make such contract available to Central One on demand.

             f.           An unexecuted copy of each standard contract form normally used by installer and signed by installer's Subscribers.

6.          Central One may from time to time agree to commence monitoring upon receipt of Subscriber information transmitted verbally or by facsimile or other means.  In these instances installer agrees to deliver the documentation described in Paragraph 5 in writing within five (5) days from the date monitoring commenced.  If installer fails to deliver the documentation Central One may discontinue service upon five (5) days notice to installer.

7.          Central One agrees to hold the information received under Paragraph 5 of this agreement in strict confidence and not to disclose such information except in the normal course of handling alarm signals.

8.          Central One shall make every reasonable effort to respond to all signals received from a Subscriber's premises according to Central One's standard operating procedure, as amended from time to time.  installer may furnish additional instructions in connection with individual accounts.  Central One shall be under no obligation to follow such instructions until Central One has confirmed such instructions in writing or by electronic means.

9.          Central One shall, on a recurring basis, provide installer with all subscriber information and alarm handling instructions furnished by installer  which is entered in the central station computer.  installer shall verify this information and shall immediately report all errors and omissions to Central One.

10.        Central One may provide Subscriber account status and alarm log reports to installer.  Beyond that, Central One shall be under no obligation to detect or report Subscriber alarm system malfunctions to installer.

11.        It is understood by installer that the service to be performed by Central One, including but not limited to alarm monitoring and the processing of other telephone messages such as sales leads and service calls, shall not be performed perfectly and without error at all times. installer does not seek indemnification from Central One in the event of such errors against any loss whatsoever including but not limited to loss of revenue from any subscriber, the cost of salvaging the subscriber’s business or any cost or loss incurred by a subscriber including but not limited to false alarm fines. installer freely and voluntarily, knowingly and understanding assumes these risks and releases Central One from liability.

12.        In the event Central One is found liable for any loss, damage or injury from the failure to perform its obligations under this agreement, whether due to negligence or otherwise, Central One’s liability shall be limited to two hundred fifty ($250.00) dollars per occurrence and three hundred ($300.00) dollars per calendar year, as liquidated damages and not as penalty.  This shall be Central One’s sole liability and installer’s exclusive remedy at law or in equity.  This provision shall apply if liability, regardless of cause or origin, results directly or indirectly to persons or property from performance or nonperformance of Central One’s obligations or from negligence, active or otherwise, of Central One, it agents, employees or assigns.

13.        installer may, as a matter of right, increase the maximum damages payable by Central One under Paragraph 12 by paying eight per cent of the amount of the increase directly to Central One each month.

14.        In the event Central One’s central station facility or equipment is rendered inoperable by fire or other disaster Central One shall report the same to installer as soon as possible.

             a.          If Central One is unable to provide service for a period of ten (10) consecutive days, Central One or installer may cancel this Agreement upon notice to the other.

             b.          If Central One is unable to restore service for a period of ten (10) consecutive days, installer shall be entitled to a credit for services not performed.

             c.         Central One shall be under no obligation to provide or arrange for monitoring services during the time the central station facility or any other equipment or facility upon which the central station depends, including but not limited to telephone lines and radio network facilities, are not operating.

             d.          Central One shall be under no obligation to report service outages of less than four hours duration to installer.

             e.          Central One shall be under no obligation to report service outages to Subscribers under any conditions.

             f.           The term report shall mean verbal or written notice.  Verbal notice shall be confirmed in writing or by electronic means within ten (10) days.

15.        installer acknowledges and agrees that installer is not authorized to make any representation or statement on the behalf of Central One except when specifically authorized by Central One in writing.

16.        installer and Central One shall comply with all laws, ordinances, rules and regulations imposed by all federal, state, county, and municipal governments and their agencies and commissions.

17.        installer agrees to indemnify Central One from any and all claims, actions, causes of action, suits, judgements, damages or demands:

             a.          arising from the installer's performance or nonperformance of the terms of this Agreement; and

             b.          arising from any misrepresentation, whether intended or not, as to the services provided by Central One; and

             c.          arising from installer's or Subscriber's misuse of Central One's service; and

             d.          arising from or occasioned by the negligent or willful acts of installer, his employees, his agents, or any of them; and

             e.          arising from any loss or damage suffered by any Subscriber due to Central One discontinuing service as provided in this Agreement; and

             f.           arising from any contract between installer and any Subscriber; and

             g.          arising from installer ’s failure to obtain or produce a contract as required under Paragraph 5 (e), above; and

             h.          arising from the Worker's Compensation Act, the rules of the State of Florida Board of Professional Regulation, or any other statute, rule or law affecting the business of installer.

18.        If suit is brought against Central One in connection with Paragraph 17 (a) through 17 (h) installer shall pay all costs and expenses, including attorney fees, incurred by Central One as a result thereof.

19.        installer shall obtain, pay for, and at all times maintain sufficient public, contingent and employer's liability insurance to satisfy the indemnity requirements of Paragraphs 17 and 18 of this Agreement and the requirements of the Alarm Monitoring Agreement (Schedule "B"), as amended from time to time, and to protect against all other claims for damages for personal injury, including death, and for property damage.  Such insurance shall include comprehensive general liability, automobile, and broad form contractual, covering the liability assumed by installer under this Agreement.

20.        installer shall, within twenty (20) days from the execution of this Agreement and in advance of each Certificate expiration date, provide Central One with a Certificate of Insurance:

             a.          from a Carrier licensed to do business in  the State the installer  is located; and

             b.          with coverages and limits of liability acceptable to Central One; and

             c.          which satisfies all of the requirements of Paragraph 19, above; and

             d.          naming Central One  as an additional insured; and

             e.          confirming that Central One shall be immediately notified in writing by the insurer in the event the insurance is cancelled or coverage is in any way reduced.

21.        Neither installer nor installer's employees, sub-contractors, or agents shall be deemed to be employees or agents of Central One.  Nothing contained in this Agreement or the attached Schedules shall be construed as establishing a partnership, joint venture, or agency relationship between Central One and installer.  installer shall make any and all federal income tax and FICA withholdings and shall pay all unemployment insurance and worker's compensation premiums.

22.        installer may not assign any right, obligation or privilege under this Agreement without the prior written consent of Central One.  Such consent shall not unreasonably be withheld.  Central One may assign any or all of its rights or obligations under this Agreement.

23.        The term of this Agreement shall be as set forth in Schedule "A".  Either party to this Agreement may cancel the same upon thirty (30) days notice to the other prior to the expiration of any term.  The provisions of Paragraphs 1 through 4 (inclusive) 11, 12, and 15 through 31 (inclusive) shall survive such termination and continue in full force thereafter.

24.        installer shall notify Central One when monitoring service for an individual Subscriber is to be discontinued.  installer shall take whatever steps are necessary to permanently prevent the Subscriber's system from transmitting an alarm signal to Central One.  A Subscriber account shall be considered inactive from the time service is discontinued until the time the system is prevented from transmitting.  installer shall pay Central One fifty percent (50%) of the basic monitoring rate for each inactive account unless a different rate is specified in Schedule "A".

25.        Wherever this Agreement or the Alarm Monitoring Agreement use the term attorney fee(s), such term shall include all attorney fee expense reasonably incurred, whether suit is brought or not, and shall include appellate attorney fees and fees incurred in connection with arbitration, bankruptcy and any administrative or judicial proceedings.

26.        Central One and installer shall not solicit each other’s employees for new employment or to perform any work whatsoever without the consent of the other. Central One and installer shall not hire an employee or former employee of the other without the consent of the other for one year after such employment ends.  The term employee does not include independent sub-contractors. In addition, Central One and installer shall not solicit or execute a monitoring and/or service agreement with Subscribers of the other without written permission to do so from the company having a contract with the Subscriber.

27.        In addition to the other remedies provided for in this Agreement, should installer breach this Agreement during the initial twelve (12) months of the Agreement, installer shall reimburse Central One for all costs incurred performing data entry of installer's accounts into the central station data base plus an additional twenty percent (20%) representing administrative overhead.

28.        In the event any of the terms or provisions of this Agreement shall be invalid or inoperative, all of the remaining terms and provisions shall remain in full force and effect.

29.        The failure of Central One or installer to exercise any of its rights or options shall not constitute a waiver of such right or option.

30.        The terms Central One and installer shall include the heirs, personal representatives, successors and assigns (as permitted in this Agreement).

31.        The terms notice and notify, wherever used in this Agreement, shall mean written notice.  Notice shall be deemed complete when mailed first class to any Subscriber.  Notice shall be deemed complete when mailed by certified mail to Central One or installer.  Proof of mailing shall be sufficient in either case.

32.        This Agreement shall be construed and enforced pursuant to the laws of the State of Florida.  Venue for any action to enforce this Agreement shall lie in Palm Beach County, Florida.

 

Coastal Security Systems, Inc.

a Delaware corporation d/b/a Central One                                                                                                                                                                      

                                                                                                                                                                (Printed/Typed Company Name)

 

 

By:                                                                                                                          By:                                                                                                         

                (Signature)                                                                                                            (Signature)

 

                                                                                                                                                                                                                                       

                (Printed/Typed Name)                                                                                         (Printed/Typed Name)

 

Title:                                                                                                                       Title:                                                                                                      

 

 

Date:                                                                                                                       Date:                                                                                                      

 

 

 

Approved: