EXHIBIT 10pp
AGREEMENT
between
COMMONWEALTH OF PENNSYLVANIA, PENNSYLVANIA STATE POLICE
and
LOJACK CORPORATION
THIS AGREEMENT is made this 14 day of May, 1996 between the Commonwealth
of Pennsylvania, Pennsylvania State Police, hereinafter known as "PSP" and
LOJACK CORPORATION, a Massachusetts corporation, hereinafter referred to as
"LOJACK."
WHEREAS, the PSP and LOJACK are both desirous of entering into an
AGREEMENT regarding the installation and use of equipment, software, and systems
owned by LOJACK for the purpose of enhancing PSP's efforts in recovering
reported stolen vehicles within the Commonwealth of Pennsylvania.
NOW, THEREFORE, the parties to this Agreement set forth the following as
the terms and conditions of the Agreement.
1. TERM: The term of this Agreement shall be for a period of five (5)
years from the date designated above.
2. TERMINATION: This Agreement may be terminated by either party by
providing 90 days' written notice to the other party.
3. RENEWAL: 120 days prior to expiration, LOJACK will inform PSP of
its desire to renew agreement. If both parties desire renewal, PSP and LOJACK
will negotiate any changes and execute a new agreement.
4. TRANSFER OF RIGHTS: This Agreement shall be binding on any
successors of the parties.
5. Project Administrator for PSP will be Director, Bureau of Criminal
Investigation, or his designee.
6. INSTALLATION: LOJACK shall provide all equipment, software, and
interconnection service that will be required for PSP to operate the stolen
vehicle recovery system. This includes, but is not limited to, Radio sites and
transmitters for transponder activation; software and hardware for interaction
between PSP and LOJACK databases; connection from databases to activation
transmitters; and mobile tracking units installed in PSP vehicles. PSP agrees
to assist in coordinating system installation and connection to existing PSP
equipment and systems. Installation and removal of the mobile tracking unit in
PSP vehicles by LOJACK will be coordinated by PSP's Director, Communications
Division.
7. COSTS: LOJACK shall be responsible for ALL costs involved in
the implementation, installation, and operation of this system. The PSP will
NOT be responsible for any costs or expenses except for personnel costs
resulting from PSP operation and use of the system.
8. COMMUNICATIONS LICENSING: LOJACK shall prepare, and submit
to PSP for signature and filing, all FCC 600 forms for the licensing of
frequencies required to operate the LOJACK system. LOJACK shall adhere to
current FCC and FAA standards in the operation and maintenance of LOJACK owned
and/or controlled radio sites. PSP shall hold LOJACK liable for any fine, and
any other citation, that may be levied against the PSP due to LOJACK's
inappropriate operation and/or maintenance of LOJACK owned and/or controlled
equipment operating on PSP licensed frequencies. LOJACK agrees to comply with
all local, state, and federal statutes and regulations applicable to the use and
operation of radio and antenna sites owned and/or controlled by LOJACK.
9. LIABILITY: Except as otherwise provided in this paragraph,
LOJACK shall be responsible for all costs, damage and/or loss to LOJACK owned
equipment including, but not limited to, damaged from lightning strikes, damage
resulting from motor vehicle accidents, and any costs associated with the repair
and/or replacement of any LOJACK owned equipment in PSP vehicles. Further,
LOJACK agrees to indemnify and hold harmless PSP for any claim for damages
asserted against PSP based upon the use by PSP of the LOJACK system and
attributable to any negligence of fault on the part of LOJACK or to a defect in
any component of the LOJACK system. The PSP will be liable for any damage or
loss of LOJACK owned equipment only in cases of gross negligence or willful
misconduct by PSP personnel acting within the scope of their employment.
10. PSP shall approve the addition of all non-PSP users on the
system.
11. LOJACK shall retain ownership and be liable for ALL maintenance
of LOJACK supplied equipment and software.
12. All LOJACK installation and maintenance personnel having access
to PSP facilities, property, and/or systems shall be approved by PSP and will be
subject to a PSP background investigation.
13. PSP shall approve selection and have access to LOJACK radio
sites associated with the operation of the stolen vehicle recovery system.
14. LOJACK agrees not to discriminate against any employee or other
person on account of race, color, religious creed, ancestry, age, sex, or
natural origin, as per the attached Non-Discrimination Clause, marked Exhibit A.
For purposes of this Agreement, the term Contractor in Exhibit A shall be
synonymous with LOJACK.
15. LOJACK agrees to comply with the attached Contractor integrity
Provisions, marked Exhibit B. For purposes of this Agreement, the term
Contractor in Exhibit B shall be synonymous with LOJACK. The PSP or the
Contractor shall not disclose to others any confidential information gained by
virtue of this agreement.
16. ENTIRE AGREEMENT: This Agreement, together with exhibits A and
B, constitutes the entire agreement of the parties and there are no other
promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties.
17. AMENDMENT: This Agreement may be modified or amended by the
written mutual consent of both parties.
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18. SEVERABILITY: If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall continue
to be valid and enforceable. If a court finds that any provision of this
Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid or enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
19. WAIVER OF CONTRACTUAL RIGHT: The failure of either party to enforce
any provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
20. APPLICABLE LAW: This Agreement shall be governed by the laws of the
Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and
year first above written.
PENNSYLVANIA STATE POLICE LOJACK CORPORATION
BY: BY:
[SIGNATURE APPEARS HERE] 11-20-95 /s/ C. Xxxxxxx Xxxxx 9/22/95
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Commissioner Date Date
NAME: C. Xxxxxxx Xxxxx
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TITLE: President
----------------------------
[SIGNATURE APPEARS HERE]
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Comptroller Date
APPROVED AS TO FORM AND LEGALITY:
[SIGNATURE APPEARS HERE] 4 OCT 95 [SIGNATURE APPEARS HERE]
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PSP Chief Counsel Date Office of General Counsel:
Deputy General Counsel Date
[SIGNATURE APPEARS HERE]
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Office of Attorney General:
Chief Deputy Attorney General Date
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EXHIBIT A
NON-DISCRIMINATION CLAUSE
During the term of this contract, Contractor agrees as follows:
(1) Contractor shall not discriminate against any employee, applicant
for employment, independent contractor or any other person because of race,
color, religious creed, ancestry, national origin, age or sex.
Contractor shall take affirmative action to ensure that applicants are
employed, and that employees of agents are treated during employment, without
regard to their race, color, religious creed, ancestry, national origin, age
or sex. Such affirmative action shall include, but is not limited to;
employment, upgrading, demotion or transfer, recruitment or recruitment
advertising; layoff or termination; rates of pay or other forms of compensation;
and selection for training.
Contractor shall post in conspicuous places, available to employees,
agents, applicants for employment and other persons, a notice to be provided by
the contracting agency setting forth the provisions of this non-discrimination
clause.
(2) Contractor shall, in advertisements or requests for employment
placed by it or on its behalf, state that all qualified applicants will receive
consideration for employment without regard to race, color, religious creed,
ancestry, national origin, age or sex.
(3) Contractor shall send each labor union or workers' representative
with which it has a collective bargaining agreement or other contract or
understanding, a notice advising said labor union or workers' representative of
its commitments to this non-discrimination clause. Similar notice shall be sent
to every other source of recruitment regularity utilized by Contractor.
(4) It shall be no defense to a finding of noncompliance with this
non-discrimination clause that Contractor had delegated some of its employment
practices to any union, training program, or other source of recruitment which
prevents it from meeting its obligations. However, if the evidence indicates
that the Contractor was not on notice of the third-party discrimination or made
a good faith effort to correct it, such factor shall be considered in mitigation
in determining appropriate sanctions.
(5) Where the practices of a union or of any training program or other
source of recruitment will result in the exclusion of minority group persons, so
that Contractor will be unable to meet its obligations under this
non-discrimination clause, Contractor shall then employ and fill vacancies
through other non-discriminary employment procedures.
(6) Contractor shall comply with all state and federal laws
prohibiting discrimination in hiring or employment opportunities. In the event
of Contractor's noncompliance with the non-discrimination clause of this
contract or with any such laws, this contract may be terminated or suspended, in
whole or in part and Contractor may be declared temporarily ineligible for
further Commonwealth contracts and other sanctions may be imposed and remedies
invoked.
(7) Contractor shall furnish all necessary employment documents and
records to, and permit access to its books, records, and accounts by, the
contracting agency and the Office of Administration, Bureau of Affirmative
Action, for purposes of investigation to ascertain compliance with the
provisions of this clause. If Contractor does not possess documents or records
reflecting the necessary information requested, it shall furnish such
information on reporting forms supplied by the contracting agency.
(8) Contractor shall actively recruit minority subcontractors or
subcontractors with substantial minority representation among their employees.
(9) Contractor shall include the provisions of this non-
discrimination clause in every subcontract, so that such provisions will be
binding upon each Subcontractor.
(10)Contractor obligations under this clause are limited to the
Contractor's facilities within Pennsylvania or, where the contract is for
purchase of goods manufactured outside of Pennsylvania, the facilities at which
such goods are actually produced.
Firm:
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Address:
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EXHIBIT B
CONTRACTOR INTEGRITY PROVISIONS
1. Definitions.
a. Confidential information means information that is not public
knowledge, or available to the public on request disclosure of which would give
an unfair, unethical, or illegal advantage to another desiring to contract with
the Commonwealth.
b. Consent means written permission signed by a duly authorized
officer or employee of the Commonwealth, provided that where the material facts
have been disclosed, in writing, by prequalification, bid, proposal, or
contractual terms, the Commonwealth shall be deemed to have consented by virtue
of execution of this agreement.
c. Contractor means the individual or entity that has this
agreement with the Commonwealth, including directors, officers, partners,
managers, key employes, and owners of more than a 5% Interest.
d. Financial Interest means:
(1) ownership of more than a 5% Interest in any business; or
(2) holding a position as an officer, director, trustee,
partner, employe, or one like, or holding any position of management.
e. Gratuity means any payment of more than nominal monetary
value in the form of cash, travel, entertainment, gifts, meals, lodging, loans,
subscriptions, advances, deposits of money, services, employment, or contracts
of any kind.
2. The contractor shall maintain the highest standards of integrity in
the performance of this agreement and shall take no action in violation of state
or federal laws, regulations, or other requirements that govern contracting with
the Commonwealth.
3. The contractor shall not disclose to others any confidential
information gained by virtue of this agreement.
4. The contractor shall not, in connection with this or any other
agreement with the Commonwealth, directly or indirectly, offer, confer, or agree
to confer any pecuniary benefit on anyone as consideration for the decision,
opinion, recommendation, vote, other exercise or discretion, or violation of a
known legal duty by any officer or employe of the Commonwealth.
5. The contractor shall not, in connection with this or any other
agreement with the Commonwealth, directly or indirectly, offer, give, or agree
or promise to give to anyone any gratuity for the benefit of or at the direction
or request of any officer or employe of the Commonwealth.
6. Except with the consent of the Commonwealth, neither the contractor
nor anyone in privity with him shall accept or agree to accept from, or give or
agree to give to, any person, any gratuity from any person in connection with
the performance of work under this agreement except as provided therein.
7. Except with the consent of the Commonwealth, the contractor shall
not have a financial Interest in any other contractor, subcontractor, or
supplier providing services, labor, or material on this project.
8. The contractor, upon being informed that any violation of these
provisions has occurred or may occur, shall immediately notify the Commonwealth
in writing.
9. The contractor, by execution of this agreement and by the submission
of any bills or invoices for payment pursuant thereto, certifies and represents
that he has not violated any of these provisions.
10. The contractor, upon the inquiry or request of the Inspector general
of the Commonwealth or any of that official's agents or representatives, shall
provide, or if appropriate, make promptly available for inspection or copying,
any information of any type or form deemed relevant by the Inspector General to
the contractor's integrity or responsibility, as those terms are defined by the
Commonwealth's statutes, regulations, or management directives. Such information
may include, but not be limited to, the contractor's business or financial
records, documents or files of any type or form which refer to or concern this
agreement. Such information shall be retained by the contractor for a period of
three years beyond the termination of the contract unless otherwise provided by
law.
11. For violation of any of the above provisions, the Commonwealth may
terminate this and any other agreement with the contractor, claim liquidated
damages in an amount equal to the value of anything received in breach of these
provisions, claim damages for expenses incurred in obtaining another contractor
to complete performance hereunder, and debar and suspend the contractor from
doing business with the Commonwealth. These rights and remedies are cumulative,
and the use or nonuse of any one shall not preclude the use of all or any other.
These rights and remedies are in addition to those the Commonwealth may have
under law, statute, regulation, or otherwise.
