EXHIBIT 10qq
[SEAL OF STATE OF MARYLAND APPEARS HERE]
[LOGO OF MARYLAND STATE POLICE APPEARS HERE]
STATE OF MARYLAND
MARYLAND STATE POLICE
AGREEMENT #MD1096LJK
between the
MARYLAND DEPARTMENT OF STATE POLICE
and
LOJACK CORPORATION
THIS AGREEMENT is made this 8th day of November, 1996 between the
Maryland Department of State Police, hereinafter known as "MSP" and LoJack
Corporation, a Massachusetts Corporation, hereinafter referred to as "LoJack" or
"Contractor."
The MSP, being authorized by statute as the contracting agent for the
State of Maryland, will administer and retain authority to change, modify,
clarify, amend or otherwise alter the terms, conditions and/or specifications
for the term of this Agreement.
NOW, THEREFORE, the parties to this Agreement set forth the following as
the terms and conditions of this Agreement:
SECTION A. - GENERAL PROVISIONS
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A.1 SCOPE OF AGREEMENT
This Agreement specifies the terms and conditions by which the MSP and
LoJack are both desirous of entering into, regarding the installation, use,
maintenance and/or other support services of equipment, communications and other
components required for a Stolen Vehicle Recovery System (hereinafter referred
to as "System") owned by LoJack, for the purpose of enhancing law enforcement
efforts in recovering reported stolen vehicles within the State of Maryland.
LoJack will be required to furnish the equipment, maintenance and/or
other support services indicated herein as required for the installation and
support of items under this Agreement. Such equipment, maintenance and/or other
support services shall be supplied in conformance with all terms and conditions
of this Agreement.
"Maryland's Finest"
The language of this Agreement shall be appropriately construed in such a
manner that the singular shall include the plural and the use of feminine,
masculine or neuter genders shall be deemed to include the genders not used.
A.2 CONTRACTOR COMMITMENTS, WARRANTIES AND REPRESENTATIONS
Any commitment by LoJack within this Agreement will be binding upon LoJack.
Failure of LoJack to fulfill any such commitment may be cause to terminate this
Agreement for default. For the purposes of this Agreement, a commitment by
LoJack includes, but is not limited to:
a. prices and options committed to remain in force over a specified
period(s) of time;
b. any written warranty or representation made by LoJack as to hardware
performance and other physical, design or functional characteristics
of a machine, electrical component or system; and,
c. any written representation by LoJack in a proposal, supporting
documents, side letters or other memoranda, or negotiations
subsequent thereto, as to training to be provided, services to be
performed, prices and options committed to remain in force over a
fixed period of time or any other similar matter regardless of the
fact that the duration of such commitment may exceed the duration of
this Agreement.
A.3 INSTALLATION AND TESTING
a. LoJack will install all equipment necessary for testing on or before
December 31, 1996.
b. The MSP may delay the installation date by notifying LoJack at least
ten (10) calendar days before the installation date previously
established.
c. The equipment will not be considered ready for testing until LoJack
provides the MSP with the documentation of a successful system audit
or a diagnostic test performed at the site which demonstrates that
the equipment meets minimum design capabilities as specified by
LoJack, and after review of the documentation or test the MSP agrees
that the equipment is ready to begin the acceptance test.
d. If the equipment is certified to be ready on a day prior to the
installation date, the MSP and LoJack may elect to test the equipment
and change the installation date accordingly.
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e. If the equipment is not installed within thirty (30) calendar days
after the original installation date, the MSP reserves the right
to cancel this Agreement without further obligation whatsoever.
f. All costs and expenses incurred in connection with the transporting,
delivery, installation and testing of the System, will be the
responsibility of and paid for in full by LoJack. This provision
includes any interfaces that may be required with other computer
systems operated by the MSP or other government law enforcement
entities.
g. All equipment installation, repair, modification, update and removal
will be performed at MSP facilities or at a site mutually agreed to
by the Commander of the MSP Motor Vehicle Division and LoJack.
A.4 DELAYS AND EXTENSIONS OF TIME
The Contractor agrees to prosecute the work continuously and diligently and
no charges or claims for damages shall be made by it for any delays or
hindrances from any cause whatsoever during the progress of any portion of the
work specified in this Agreement. Time extensions will be granted only for
excusable delays that arise from unforeseeable causes beyond the control and
without the fault or negligence of the Contractor, including but not restricted
to, acts of God, acts of the public enemy, acts of the State in either its
sovereign or contractual capacity, acts of another contractor in the performance
of a contract with the State, fires, floods, epidemics, quarantine restrictions,
strikes, freight embargoes or delays of subcontractors or suppliers arising from
unforeseeable causes beyond the control and without the fault or negligence of
either the Contractor, subcontractors or suppliers.
A.5 RISK OF LOSS OR DAMAGE
LoJack shall be responsible for all repairs, loss, damage or destruction of
all LoJack equipment, materials or supplies provided by LoJack. The MSP is
relieved from all risks of loss, damage or destruction of the entire LoJack
Stolen Vehicle Recovery System until clear and unrestricted title to such System
is transferred to the MSP. The MSP shall promptly notify LoJack of any loss,
damage or incident that involves LoJack equipment, materials or supplies
associated with the LoJack System. LoJack has the right to maintain insurance
coverage against loss or damage to LoJack equipment at LoJack's option and
expense. The MSP shall cooperate with LoJack and representatives of the
insurance carrier concerning maintenance of any such insurance coverage.
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A.6 CONTRACTOR RESPONSIBILITY
If the Contractor includes equipment, maintenance or other services
marketed by other manufacturers or vendors, it will be mandatory for LoJack to
act as the prime contractor for the installation and maintenance of the entire
proposed configuration. LoJack will be considered as the sole point of contact
with regard to all Agreement stipulations to include purchase, if any, and
maintenance of the entire configuration(s).
Whenever any item of hardware, maintenance or other service marketed by
another manufacturer or vendor is specifically identified by LoJack, the
Contractor hereby warrants and represents that LoJack has made such other
manufacturer or vendor aware of the conditions governing such product(s) and
that said manufacturer or vendor agrees with LoJack's proposed use of such
product(s).
LoJack warrants and agrees that the LoJack Corporation shall act in the
capacity of an independent contractor and in no event whatsoever as an officer,
employee, agent, servant, joint venturer, hired person or partner of the MSP.
LoJack further agrees to take such actions as necessary to ensure that each
subcontractor or any other person associated with the System or its use, is made
aware of this provision and agrees in writing that this provision applies
equally to such parties.
A.7 TAXES: FEDERAL, STATE AND LOCAL
The MSP is exempt from federal excise and all state and local taxes. Such
taxes shall not be included in Agreement prices. A tax exemption certificate
will be furnished to LoJack upon request.
The Contractor shall be responsible for all federal, state and local taxes
applicable to it and for the employer's share of any FICA contributions for its
employees.
A.8 PATENT/COPYRIGHT/TRADE SECRET PROTECTION
LoJack, at its own expense, will defend any suit which may be brought
against the MSP for the infringement of United States patents, copyrights or
trade secrets arising from LoJack's or the MSP's use of any equipment, materials
or information prepared or developed in connection with the performance of this
Agreement and in such suit, LoJack will satisfy any final award for any
infringement. This is upon the condition that:
a. LoJack is notified of the suit within a reasonable time after the MSP
becomes aware of it; and,
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b. LoJack has the full right and opportunity to conduct the defense of
any such action. If, however, principles of governmental or public law
are involved, the MSP may at its option, participate in the defense of
any such action.
LoJack shall not indemnify the MSP against any claim of infringement
arising out of equipment made or modified by an agency to its own specification
or design, or any infringement that results from the combination of equipment
furnished hereunder with any equipment not supplied by LoJack.
If in LoJack's opinion the equipment, material, information or services
furnished hereunder is likely to or does become the subject or claim of
infringement of United States patents, copyrights or trade secrets, then without
diminishing LoJack's obligation to satisfy said final award, the Contractor may,
at its option, substitute for the alleged infringing equipment, modifications
suitably satisfactory to the MSP, or at LoJack's option and expense, obtain the
right for the MSP to continue the use of such equipment. If the use of such
equipment by the MSP shall be prevented by permanent injunction or LoJack's
inability to procure the right for the MSP to continue using the equipment,
LoJack agrees to take back the infringing equipment, materials or information
and refund the total amount, if any, the MSP had paid LoJack under this
Agreement.
A.9 NON-APPROPRIATION
If the General Assembly fails to appropriate funds or if funds are not
otherwise made available for continued performance for any fiscal period of this
Agreement succeeding the first fiscal period, this Agreement shall be canceled
automatically as of the beginning of the fiscal year for which funds were not
appropriated or otherwise made available; provided, however, that this will not
affect either the MSP's rights or the Contractor's rights under any termination
clause in this Agreement. The effect of termination of this Agreement hereunder
will be to discharge both the Contractor and the MSP from future performance of
the Agreement, but not from their rights and obligations existing at the time of
termination. The Contractor shall be reimbursed for the reasonable value of any
non-recurring costs incurred but not amortized in the price, if any, of this
Agreement. The MSP shall notify the Contractor as soon as it has knowledge that
funds may not be available for the continuation of this Agreement for each
succeeding fiscal period beyond the first.
In the event funding is subject to the availability of Federal funding and
such Federal funding is not made available, this Agreement may be terminated
effective the date of non-availability of funds for those items dependent on
Federal funds.
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A.10 SUBCONTRACTING AND ASSIGNMENTS
The Contractor may not subcontract or assign, in whole or in part, any
portion of this Agreement without the written consent of the MSP. Such consent
shall not be unreasonably withheld. This provision shall not prevent the
Contractor from assigning their respective rights under this Agreement to any
entity owned or controlled by LoJack.
A.11 MARYLAND LAW PREVAILS
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Maryland. In the event that any portion of this Agreement
conflicts with the laws of the State of Maryland, the affected portion of this
Agreement shall be subject to such changes as are necessary to bring it into
compliance with the laws, notwithstanding such provisions, the remainder of this
Agreement shall remain in full force and effect.
A.12 ENTIRE AGREEMENT
This Agreement and all executed attachments constitute the entire
agreement between the parties with respect to the subject matter of this
Agreement. Any prior agreements which may exist are hereby superseded with
respect to equipment, training and/or maintenance services acquired by the MSP
under the terms and conditions of this Agreement.
Any Contractor's terms and conditions that are, or may be, set forth on
any invoice or subsequently added by the Contractor, including any terms and
conditions packaged with or accompanying Contractor's supplied product(s),
inclusive of third party product(s), or otherwise set forth in any manner, are
not part of this Agreement.
A.13 AMENDMENTS
No amendment to this Agreement shall be effective unless it is in writing
and signed by the duly authorized representatives of both parties. No term or
provision hereof shall be deemed waived and no breach excused unless such waiver
or consent to breach is in writing. For purposes of this Agreement, the only
authorized representatives shall be:
LOJACK CORPORATION DEPARTMENT OF STATE POLICE
------------------ --------------------------
C. Xxxxxxx Xxxxx Colonel Xxxxx X. Xxxxxxxx
Chairman Superintendent
000 Xxx Xxxxxx 0000 Xxxxxxxxxxxx Xxxx
Xxxxxx, XX 00000 Xxxxxxxxxx, XX 00000-0000
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A.14 TITLE
Clear and unrestricted title for any item of equipment which is acquired
under this Agreement shall pass to the MSP whenever the agreed to price is paid
or as otherwise specified in this Agreement. Prior to any termination of this
Agreement, the title to components of the System shall remain with LoJack.
A.15 USED EQUIPMENT
If any used equipment is furnished by the Contractor, such equipment must
be refurbished equipment that has been thoroughly inspected, repaired as
necessary and warranted as equivalent to new equipment. All used equipment
must be clearly identified by the Contractor. The Contractor must certify that
the equipment will be accepted under the manufacturer's standard equipment
agreement and standard rates. If such equipment is subsequently not accepted
for maintenance, the Contractor will be responsible for all costs associated
with expeditiously repairing, improving or upgrading such equipment to the level
required by the manufacturer for the Contractor's maintenance program.
A.16 TERMS OF USE
Any equipment acquired from the Contractor shall be used exclusively for a
Lojack Stolen Vehicle Recovery System and may be operated at any time for the
convenience of the MSP (exclusive of time required for preventive
maintenance, remedial maintenance and/or approved engineering changes). There
shall be no restrictions as to consecutive hours or length of personnel shifts
if used as a LoJack Stolen Vehicle Recovery System, unless such restrictions are
specifically incorporated.
A.17 PRICE PROTECTION
The MSP will not pay any additional costs above those costs provided for
in this Agreement for equipment or maintenance/support.
A.18 TERM OF AGREEMENT
The term of this Agreement shall be for a period of six (6) years from the
date hereof. This Agreement will automatically renew in yearly increments
unless the MSP notifies LoJack, in writing, not less than ninety (90) days prior
to the expiration of the Agreement that the MSP does not wish to extend the
Agreement.
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A.19 RETENTION OF RECORDS
The Contractor shall retain and maintain all records and documents
relating to this Agreement for the term of this Agreement or any applicable
statute of limitations, whichever is longer, and shall make them available for
inspection and audit by authorized representatives of the MSP.
Examples of records are defined as this Agreement, all orders,
modifications, invoices, licenses and correspondence between the parties to this
Agreement.
A.20 LIABILITY
The Contractor shall maintain such personal injury and property damage
liability insurance as necessary to protect itself from claims arising out of
the performance under this Agreement.
A.21 INDEMNITY
a. For the purpose of this section of the Agreement, the following
terms have the meanings indicated:
1. Contractor means the contractor, its officers, employees,
agents and representatives.
2. State means the State of Maryland, its departments, agencies,
officials, officers and employees.
3. Subcontractor means any subcontractor of the contractor, its
officers, employees, agents and representatives.
b. Indemnification by Contractor
The Contractor shall indemnify the State against liability for any
suits, actions or claims of any character arising from acts or
omissions of the Contractor, its agents, officers, employees or
subcontractors for defects relative to the LoJack System or relating
to the performance under this Agreement or its subcontractors. In
no event shall LoJack be responsible for incidental or consequential
damages.
c. Liability of State
1. The State has no obligation to provide legal counsel or legal
defense to the Contractor or its subcontractors in the event
that a suit, claim or action of any character is brought by
any person or persons not party to this Agreement
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against the Contractor or its subcontractors as a result of
or relating to the Contractor's obligations under this
Agreement.
2. The State has no obligation for the payment of any judgments
or the settlement of any claims made against the Contractor
or its subcontractors as a result of or relating to the
Contractor's obligations under this Agreement.
d. Notice of a Cooperation in Litigation
The Contractor will immediately give notice to the State of any
claim or suit made or filed against the Contractor or its
subcontractors regarding any matter resulting from or relating to
the Contractor's obligations under this Agreement, and will
cooperate, assist and consult with the State in the defense or
investigation of any claim, suit, or action made or filed against
the State as a result of or relating to the Contractor's obligations
under this Agreement.
A.22 CONTINGENT FEE PROHIBITION
The Contractor, architect or engineer (as applicable) warrants that it has
not employed or retained any person, partnership, corporation, or other entity,
other than a bona fide employee or agent working for the Contractor, architect
or engineer, to solicit or secure this Agreement, and that it has not paid or
agreed to pay any person, partnership, corporation, or other entity, other than
a bona fide employee or agent, any fee or any other consideration contingent on
the making of this Agreement.
A.23 COMPLIANCE WITH LAWS
The Contractor hereby represents and warrants that:
a. It is qualified to do business in the State of Maryland and that it
will take such action as, from time to time hereafter may be
necessary, to remain so qualified;
b. It is not in arrears with respect to the payment of any monies due
and owing the State of Maryland, or any department or unit thereof,
including but not limited to the payment of taxes and employee
benefits, and that it shall not become so in arrears during the
term of this Agreement;
c. It shall comply with all federal, state and local laws, regulations
and ordinances applicable to its activities and obligations under
this Agreement; and,
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d. It shall obtain, at its expense, all licenses, permits, insurance and
governmental approvals, if any, necessary to the performance of its
obligations under this Agreement.
A.24 DRUG AND ALCOHOL FREE WORKPLACE
1. Terms defined in COMAR 21.11.08 shall have the same meaning when used
in this certification.
2. By submission of its bid or offer, the business, if other than an
individual, certifies and agrees that, with respect to its employees
to be employed under this Agreement, the business shall:
(a) maintain a workplace free of drug and alcohol abuse during the
term of this Agreement; and
(b) publish a statement notifying its employees that the unlawful
manufacture, distribution, dispensing, possession, or use of
drugs, and the abuse of drugs or alcohol is prohibited in the
business' workplace and specifying the actions that will be taken
against employees for violation of these prohibitions;
(c) prohibit its employees from working under the influence of drugs
or alcohol;
(d) not hire or assign to work on the contract anyone whom the
business knows, or in the exercise of due diligence should know,
currently abuses drugs or alcohol and is not actively engaged in
a bona fide drug or alcohol abuse assistance or rehabilitation
program;
(e) promptly inform the appropriate law enforcement department of
every drug related crime that occurs in its workplace if the
business has observed the violation or otherwise has reliable
information that a violation has occurred;
(f) establish drug and alcohol abuse awareness programs to inform its
employees about:
(i) the dangers of drug and alcohol abuse in the workplace;
(ii) the business' policy of maintaining a drug and alcohol
free workplace;
(iii) any available drug and alcohol counseling, rehabilitation
and employee assistance programs; and,
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(iv) the penalties that may be imposed upon employees who
abuse drugs and alcohol in the workplace.
(g) provide all employees engaged in the performance of the contract
with a copy of the statement required by Section 2(b), above;
(h) notify its employees in the statement required by Section 2(b),
above, that as a condition of continued employment on the
contract, the employee shall:
(i) abide by the terms of the statement; and,
(ii) notify the employer of any criminal, drug or alcohol abuse
conviction for an offense occurring in the workplace not
later than five (5) days after a conviction;
(i) notify the MSP within ten (10) days after receiving notice under
Section (2)(h)(ii), above or otherwise receiving actual notice of
a conviction;
(j) within thirty (30) days after receiving notice under Section
(2)(h)(ii), above, or otherwise receiving actual notice of a
conviction, impose either of the following sanctions or remedial
measures on any employee who is convicted of a drug or alcohol
abuse offense occurring in the workplace:
(i) take appropriate personnel action against an employee, up to
and including termination; and,
(ii) require an employee to satisfactorily participate in a bona
fide drug or alcohol abuse assistance or rehabilitation
program.
(k) make a good faith effort to maintain a drug and alcohol free
workplace through implementation of Section (2)(a)-(j), above.
3. If the business is an individual, the individual shall certify and agree
as set forth in Section 4, below, that the individual shall not engage
in the unlawful manufacture, distribution, dispensing, possession or use
of drugs or the abuse of drugs or alcohol in the performance of this
Agreement.
4. I acknowledge and agree that:
(a) this Agreement is conditional upon compliance with COMAR 21.11.08
and this certification;
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(b) the violation of the provisions of COMAR 21.11.08 or this
certification shall be cause to suspend payments under, or
terminate this Agreement for default under COMAR 21.07.01.11 or
21.07.03.15, as applicable; and,
(c) the violation of the provisions of COMAR 21.11.08 or this
certification in connection with the contract may, in the
exercise of the discretion of the Board of Public Works, result
in the suspension and debarment of the business under COMAR
21.08.06.
A.25 NON-DISCRIMINATION IN EMPLOYMENT
The Contractor agrees:
a. not to discriminate in any manner against an employee or applicant for
employment because of race, color, religion, creed, age, sex, marital
status, national origin, ancestry or physical or mental handicap
unrelated in nature and extent, so as reasonably to preclude the
performance of such employment.
b. to include a provision similar to that contained in subsection (a),
above, in any subcontract except a subcontract for standard commercial
supplies or raw materials; and,
c. to post and to cause subcontractors to post in conspicuous places
available to employees and applicants for employment, notices setting
forth substance of this clause.
A.26 NON-HIRING OF EMPLOYEES
No employee of the MSP or any unit thereof, whose duties as such employee
include matters relating to or affecting the subject matter of this Agreement,
shall, while so employed, become or be an employee of the party or parties
hereby contracting with the MSP or any unit thereof.
A.27 DISPUTES
This Agreement shall be subject to the provisions of State Finance and
Procurement Article, Title 15, Subtitle 2, Annotated Code of Maryland and COMAR
21.10 (Administrative and Civil Remedies). Pending resolution of a claim, the
Contractor shall proceed diligently with the performance of this Agreement in
accordance with the MSP's decision.
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A.28 TERMINATION FOR DEFAULT
If the Contractor fails to fulfill its obligations under this Agreement
properly and on time or otherwise violates any provision of this Agreement, the
MSP may terminate this Agreement by written notice to the Contractor. The notice
shall specify the acts or omissions relied upon as causes for termination. All
finished or unfinished work provided by the Contractor shall, at the MSP's
option, become the MSP's property. The MSP shall pay the Contractor fair and
equitable compensation for satisfactory performance prior to receipt of notice
of termination, less the amount of damages caused by Contractor's breach. If the
damages are more than the compensation payable to the Contractor, the Contractor
will remain liable after termination and the MSP can affirmatively collect
damages. Termination hereunder, including the determination of the rights and
obligations of the parties, shall be governed by the provisions of COMAR
21.07.01.11B.
A.29 TERMINATION FOR CONVENIENCE
The performance of work under this Agreement may be terminated by the MSP
in accordance with this clause in whole, or from time to time in part, whenever
the State shall determine that such termination is in the best interest of the
MSP. The MSP will pay all reasonable costs associated with this Agreement that
the Contractor has incurred up to the date of termination and all reasonable
costs associated with termination of this Agreement. However, the Contractor
shall not be reimbursed for any anticipatory profits that have not been earned
up to the date of termination. Termination hereunder, including the
determination of the rights and obligations of the parties, shall be governed by
the provisions of COMAR 21.07.01.12A(2).
A.30 FINANCIAL DISCLOSURE
The Contractor shall comply with the provisions of Section 13-221 of the
State Finance and Procurement Article of the Annotated Code of Maryland, which
requires that every business that enters into contracts, leases, or other
agreements with the State of Maryland or its agencies during a calendar year
under which the business is to receive in the aggregate $100,000 or more, shall,
within thirty (30) days of the time when the aggregate value of these contracts,
leases or other agreements reaches $100,000, file with the Secretary of the
State of Maryland, certain specified information to include disclosure of
beneficial ownership of the business.
A.31 POLITICAL CONTRIBUTION DISCLOSURE
The Contractor shall comply with the provisions of Article 33, Sections
30-1 through 30-4 of the Annotated Code of Maryland, which requires that every
person that enters into contracts, leases, or other agreements with the State
of Maryland, including its agencies, or a political subdivision of the State,
during a calendar year under which the person receives in the aggregate
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$10,000 or more, shall, on or before February 1 of the following year, file with
the Secretary of the State of Maryland, certain specified information to include
disclosure of political contributions in excess of $100 to a candidate for
elective office in any primary or general election.
A.32 VERIFICATION OF TAX PAYMENT
All corporations doing business in the State of Maryland are required to
be registered with the State of Maryland, Department of Assessments and
Taxation, Comptroller's Office and the Department of Business Economic and
Development. All corporations are required to have a resident agent. All
corporations not incorporated in the State of Maryland are considered foreign
corporations. Any contractor not certain as to their status should contact the
State of Maryland Comptroller's Office at (000) 000-0000.
A.33 CONFIDENTIALITY OF INFORMATION
Contractor agrees to observe complete confidentiality with respect to all
aspects of any confidential information, proprietary data or trade secrets and
any parts thereof, whether such contents are the MSP's or other manufacturers,
vendors or distributors, whereby the Contractor or any Contractor's personnel
may gain access while engaged by the MSP or while on MSP premises. Revealing,
copying or using in any manner whatsoever, any such contents which have not been
authorized by the MSP are strictly prohibited. The restrictions herein shall
survive the termination of this Agreement for any reason and shall continue in
full force and effect and shall be binding upon the Contractor, its agents,
employees, successors, assigns, subcontractors or any party claiming an interest
in this Agreement on behalf of or under the rights of the Contractor following
any termination. The Contractor shall advise all of its agents, employees,
successors, assigns and subcontractors who are engaged with the MSP of the
restrictions, present and continuing, set forth herein. The Contractor shall
defend and incur all costs for actions which arise as a result of noncompliance
by the Contractor, its agents, employees, successors, assigns and subcontractors
regarding the restriction herein. Restrictions encompass law enforcement
activities.
A.34 DEFINITIONS
For the purpose of this Agreement, the following terms have the meanings
indicated:
MARS - Multiple Activation Registration System
NLETS - National Law Enforcement Telecommunications System, Inc.
NCIC - National Crime Information Center
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SECTION B - SYSTEM ACCEPTANCE PROVISIONS
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B.1 REQUIRED PERFORMANCE LEVEL
This section establishes the criteria of the LoJack System Acceptance Test
as defined in Exhibit A attached as an integral part of this Agreement. The
equipment and communications must satisfactorily perform before any equipment
offered by the Contractor is accepted by the MSP. This also includes
replacements, substitutes and field modified items of equipment which are
proposed after the completion of the original acceptance period. The
acceptance period shall begin on the installation date or on the date that the
Contractor certifies to the MSP that the equipment is ready for testing,
whichever is later. The LoJack System shall operate in conformance with the
Contractor's published technical specifications and functional descriptions,
and in accordance with the LoJack System Acceptance Test, Exhibit A. The MSP
will not pay any charges, either beforehand or retroactively, associated with
the Contractor's requirement to successfully complete the requirements of
Exhibit A.
B.2 CONTINUANCE OF PERFORMANCE PERIOD AND ACCEPTANCE OF SYSTEM
In the event the equipment does not successfully perform and complete the
LoJack System Acceptance Test during the initial sixty (60) consecutive calendar
days from the date of testing commencement, the acceptance period shall continue
on a day-to-day basis.
B.3 FAILURE TO MEET STANDARD OF PERFORMANCE
If any item of equipment fails to satisfactorily complete the LoJack System
Acceptance Test after ninety (90) consecutive calendar days have elapsed from
the start of the testing period, the MSP may require a replacement to be
provided. In the event that the equipment fails to perform, this entire
Agreement may be terminated.
B.4 DELAY OF START OF PERFORMANCE PERIOD
Should it be necessary, the MSP may delay the start of the testing period,
but such a delay shall not exceed thirty (30) consecutive calendar days.
Therefore, the testing period must start not later than the 31st day after the
date that the Contractor certifies the system is ready for testing.
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B.5 SITE PREPARATION
a. Equipment environmental specifications, if required, shall be
furnished in writing by the Contractor. These specifications shall be
in such detail to ensure that the equipment to be installed in a
building shall operate efficiently from the point of view of the
environment.
b. The MSP shall prepare the computer installation site in a building at
its own expense and in accordance with the equipment environmental
specifications. Specifications must be furnished to the MSP by the
Contractor at least thirty (30) calendar days prior to the
installation date or by another date mutually agreed upon when such
notice is not required.
c. Any alterations or modifications in site preparation which are
directly attributed to incomplete or erroneous equipment
specifications provided by the Contractor shall be made at the
expense of the Contractor.
d. All equipment proposed by the Contractor for the installation site in
a building must have been approved by Underwriters Laboratories or a
recognized equivalent certification agency.
B.6 INSTALLATION RESPONSIBILITY DURING IMPLEMENTATION
Except for specific limitations contained herein, the Contractor shall be
responsible for the complete installation of all equipment and shall make such
items ready for operational use. Examples include unpacking, installation and
connection with utility services. Employees of the MSP will accompany the
Contractor on MSP site visits and monitor the installation of any System
component to be installed by the Contractor.
All tower work on MSP owned towers shall be done by the Contractor subject
to site equipment specifications, supervision and inspection by MSP
representatives.
Installation of the tracking units shall be done by the LoJack Corporation
at the respective police department's facilities under supervision of such
police department's Motor Vehicle Division Commander. The number of tracking
units to be installed at State Police, County and City facilities shall be
determined by the MSP with input from the Contractor.
The MSP and the Contractor agree that the quantity of trackers to be
provided under the terms and conditions of this Agreement will be three hundred,
twenty-five (325) Police Tracking Computers (PTCS).
16
The Contractor shall be responsible for correcting any interference to MSP
communications and speed enforcement equipment. This shall include both fixed
and mobile units. MSP is not responsible for correcting any interference to
Contractor's equipment.
SECTION C - OPERATIONAL USE PROVISIONS
--------------------------------------
C.1 TESTING RECORDS
The MSP shall maintain appropriate records during the testing period to
document performance requirements and MSP records shall be deemed conclusive for
purposes of determining acceptance.
C.2 MOVEMENT OF EQUIPMENT
Equipment may be transferred from one (1) MSP location to another with the
approval of the MSP Motor Vehicle Division Commander, upon thirty (30) calendar
days written notice to the Contractor. The Contractor shall continue to maintain
the equipment at the new location. Prior written notice shall not be required
when movement is required for emergencies. Shipment to and installation of
equipment at the new site shall be at the Contractor's expense by any mode of
transportation mutually agreeable to both parties and deemed most appropriate.
C.3 FIELD MODIFICATIONS AND/OR ENGINEERING CHANGES
Contractor sponsored modification's and/or engineering changes shall be
made with the consent of the MSP Motor Vehicle Division Commander at no
additional charge. The MSP Motor Vehicle Division Commander reserves the right,
at all times, to schedule these Contractor sponsored modification's and/or
changes to minimize the impact on the daily operations of the MSP.
SECTION D - HARDWARE PROVISIONS
-------------------------------
D.1 RESPONSIBILITIES OF THE CONTRACTOR
a. During the term of this Agreement, the Contractor shall provide all
equipment maintenance, including parts and labor, at no charge to the
MSP and shall keep the equipment in good operating condition and
preserve its operating efficiency.
17
b. The Contractor shall be responsible for all repairs, loss, damage or
destruction of all System equipment, materials and supplies provided
by the Contractor under this Agreement.
c. The Contractor will be responsible for ensuring that, upon termination
or expiration of this Agreement or the transfer, sale, trade or
disposal of any MSP vehicle equipped with LoJack System equipment,
such MSP vehicle will be repaired as deemed necessary by the MSP Motor
Vehicle Division Commander at the Contractor's expense.
d. The Contractor shall be responsive to all reasonable MSP requests for
service/support relating to the LoJack System.
e. The Contractor shall conduct tests, as required, to ensure that the
System is operating within applicable FCC standards and other
government standards, if any.
D.2 RESPONSIBILITIES OF THE MSP
a. MSP personnel shall not perform maintenance or attempt repairs to
equipment while the System is under the purview of this Agreement
unless agreed to in writing by the Contractor.
b. Subject to security regulations, the MSP shall permit access to the
equipment which is to be maintained.
c. The MSP shall provide time for Contractor sponsored modifications
within ten (10) calendar days after being notified by the Contractor
that the modification is ready to be made.
d. The MSP shall report any system malfunction to a designated LoJack
representative as soon as possible after any malfunction occurs.
e. The MSP shall provide assistance for repairs to MSP equipment, as may
be necessary, to interface with the LoJack System.
D.3 MAINTENANCE RESPONSE TIME
The Contractor shall provide maintenance service to the MSP, Monday through
Friday, 8:00 a.m. to 5:00 p.m., Eastern Time, (MSP holidays excluded) as
follows:
18
a. Acknowledgment by the Contractor of a trouble call by return telephone
call to an individual designated by the MSP, shall occur within one
(1) hour of report of a problem.
b. On-site service by the Contractor shall occur within six (6) hours of
report of a problem to the Contractor.
c. Maximum time for completion of all MSP vehicle repairs/maintenance,
will be eight (8) hours from the time the Contractor arrives on-site
as required in D.3.b above. If any MSP vehicle cannot be returned to
duty within the specified eight (8) hours, LoJack will install another
unit, at no cost to the MSP, until original unit can be repaired.
D.4 PREVENTIVE MAINTENANCE
The Contractor shall specify in writing the frequency and duration of the
preventive maintenance required for the equipment supplied by the Contractor
under this Agreement. The MSP shall specify the schedule for the performance of
the preventive maintenance. This schedule may be modified by mutual agreement.
D.5 REMEDIAL MAINTENANCE
Remedial maintenance shall be performed after notification that equipment
is inoperative.
The Contractor shall provide the MSP with a designated point(s) of
contact and make arrangements to enable the Contractor's maintenance
representative to receive such notification or provide an answering service or
other continuous telephone coverage to permit the MSP to make such contact.
D.6 MALFUNCTION REPORTS
The Contractor shall furnish a signed malfunction incident report to the
MSP's installation representative upon completion of each on-site maintenance
call. At a minimum, the report shall include the following:
a. Date and time notified
b. Date and time of arrival
c. Type and mode number(s) of equipment repaired
d. Date and time when equipment is returned to operation
e. Description of malfunction
19
f. Signature of Contractor's representative
g. Signature of MSP's representative
D.7 ADDITIONAL PROVISIONS FOR MAINTENANCE SUPPORT
Maintenance includes all labor, parts, factory overhaul,
rehabilitation, transportation and substitute equipment as necessary for
effective performance and at no cost to the MSP. In those instances where it is
necessary for the Contractor to return the equipment to the factory, the
Contractor shall be responsible for all costs of the equipment from the time it
leaves the MSP site until it is returned to the MSP site in good operating
condition. Only new standard part's equal in performance to new parts shall be
used in affecting repairs. Parts which have been replaced shall become the
property of the Contractor. Replacement parts installed shall become the
property of the owner of the equipment.
D.8 GUARANTEE (WARRANTY)
The Contractor shall furnish all equipment maintenance, including
parts and labor, beginning on the date of delivery and for the entire duration
of this Agreement at no cost to the MSP.
Contractor warrants that whenever the Contractor is unable to repair
the equipment on-site, the Contractor shall bear all costs, including but not
limited to, costs of packing, transportation, rigging, drayage and insurance.
This guarantee shall apply to any replacement machine beginning on the date of
acceptance of the replacement machine. If the equipment must be returned for
repair, the Contractor shall furnish the MSP with replacement equipment until
such time as the failed item has been returned in operable condition. Such
replacement hardware will be delivered concurrent with the removal of the
defective item.
Contractor warrants that all equipment provided by the Contractor
under this Agreement shall be free from defects affecting the functional
capability of the System.
Contractor warrants that all repairs or revisions shall be performed
by persons authorized and skilled to make such repairs or revisions.
Contractor warrants that if at any time during the duration of this
Agreement, the MSP or the Contractor discover malfunctions, failures or design
errors materially and adversely affecting the functional requirements of the
System, the Contractor shall promptly correct such discrepancies at no cost to
the MSP in order for the System to function in accordance with System
specifications and the provisions of this Agreement.
20
D.9 REPLACEMENT PARTS
The Contractor shall furnish replacement parts for each model, type or
feature supplied by the Contractor under this Agreement for the term of this
Agreement when such parts are required for replacement purposes.
D.10 MAINTENANCE CONTINUITY
Upon request by the MSP, the Contractor agrees to provide maintenance
services as defined in this Agreement for as long as the equipment is utilized
by the MSP.
SECTION E - FINANCIAL CONSIDERATIONS
------------------------------------
E.1 INVOICES
The MSP shall pay the LoJack Corporation for the use of all products
delivered or services performed under this Agreement for an annual fee of one
dollar ($1.00) per year for the term of this Agreement.
SECTION F - TECHNICAL CONSIDERATIONS
------------------------------------
F.1 TRAINING
The Contractor, without additional charge to the MSP, shall train an
adequate number of operating personnel (as the MSP designates and determines
necessary), to support the daily use of equipment proposed by the Contractor.
In addition to initial training, training shall also be provided to governmental
and law enforcement personnel as may be necessary as a result of expansion of
the System, change in personnel or modifications to the System. Such training
shall be at an MSP or local law enforcement agency location, or at Contractor's
location if mutually agreed upon by the MSP and Contractor.
F.2 TECHNICAL SERVICES
The Contractors' technical personnel shall be available to assist the MSP
in implementation of acquired equipment. The amount of such technical services
shall be agreed upon, in writing, before execution of this Agreement.
21
The Contractor shall provide documentation and other technical data for the
equipment utilized by the MSP under this Agreement.
The MSP shall assist with the installation, testing and operational
implementation of the System. MSP Radio Technicians will not assist or provide
--------
any labor with the installation involving any Lojack equipment.
The MSP shall assist in the coordination with other governmental law
enforcement entities to provide advice and support as deemed appropriate by the
MSP.
F.3 HARDWARE COMPONENTS SPECIFICATION
The hardware components delivered hereunder will conform to the detailed
specifications of each component as described in specifications and/or
publications provided by the Contractor, including but not limited to, physical
characteristics, operating characteristics, space requirements, power
requirements and maintenance. Hardware manuals shall be provided to describe
the functions, characteristics and operating capabilities that may be expected
of the Contractor's System.
PERSONS SIGNING THIS AGREEMENT ARE AUTHORIZED REPRESENTATIVES OF EACH PARTY TO
THIS AGREEMENT AND ACKNOWLEDGE THAT EACH PARTY AGREES TO BE BOUND BY THE TERMS
AND CONDITIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and
year first above written.
MARYLAND STATE POLICE
By: Witness:
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE] 11/08/96
---------------------------------- ----------------------------------
Date Date
LOJACK CORPORATION
By: Witness:
/s/ C. Xxxxxxx Xxxxx
---------------------------------- ----------------------------------
Date Date
APPROVED AS TO FORM AND LEGALITY:
[SIGNATURE APPEARS HERE] 11/8/96
----------------------------------
Date
22
ATTACHMENT A
TO
AGREEMENT #MD1096LJK
between the
MARYLAND DEPARTMENT OF STATE POLICE
and
LOJACK CORPORATION
REFERENCE:
----------
Attachment A is hereby incorporated by reference, made an integral part of
and attached to Agreement #MD1096LJK between the Maryland Department of State
Police and LoJack Corporation.
SCOPE:
------
The Contractor shall be responsible for delivery of the products and
services set forth below and in accordance with the terms and conditions of the
above referenced Agreement and this Attachment A.
EQUIPMENT:
----------
The following equipment comprising the LoJack System to be accessed and
utilized by the MSP will be installed by and at the Contractor's expense. The
equipment shall be used only for performing the operation of the Stolen Vehicle
Recovery System. The equipment shall at all times remain personal property,
notwithstanding that any component of the System may become attached to or
residing on real property:
a. Sector Activation Computer (SAC)
b. Sector Activation Transmitters (SAT)
c. Programs containing files of activation codes, reply codes, vehicle
descriptions and other data which directs the activation of the System
d. Transmission lines and antennas required to operate the MSP's System
e. Police Tracking Computers (PTCS) to be installed by LoJack, in state,
county and local police vehicles in the State of Maryland.
f. Any additional equipment required to implement a State of Maryland
Stolen Vehicle Recovery System including any hardware necessary to
interface with the MSP's existing computer system to allow the MSP to
track vehicles equipped with activated LoJack System transmitters
23
During the term of this Agreement, LoJack without expense to the MSP, will
fund any and all modifications to MSP equipment as required by the LoJack
System. The Contractor will be responsible for all engineering and programming
cost incurred in interfacing the LoJack System to equipment owned or operated
by the MSP and linked to the Multiple Activation Registration System (MARS)
housed by the Massachusetts Criminal History Systems Board (CHSB) during the
term of this Agreement.
The Contractor will provide all modifications, upgrades and updates to
LoJack System hardware being utilized by the MSP, at no cost to the MSP during
the term of this Agreement.
The Contractor shall pay all invoices for System related documented costs
incurred by the MSP pursuant to this section within thirty (30) calendar days
after the receipt of such invoice.
The Contractor agrees to install the necessary System components to
achieve adequate LoJack System coverage in portions of the following city and
counties, including the municipalities that have a high population and incidents
of vehicle theft:
a. Baltimore City
b. Baltimore County
c. Xxxx Arundel County
x. Xxxxxx County
x. Xxxxxxxxxx County
x. Xxxxxx Georges County
x. Xxxxxxx County
LoJack agrees to provide and install 325 Police Tracking Computers for law
enforcement vehicles designated by the MSP in the State of Maryland at no cost
to the MSP.
If dedicated data communication lines to the MSP's law enforcement
computer system are required for the sole use of the System, all costs will
be borne by the Contractor.
FACILITIES:
-----------
The MSP shall provide at no expense to the Contractor, spaces for the SAT
antennae network on existing MSP radio towers and space inside equipment
facilities at existing radio broadcast locations, as required. The availability
of MSP owned radio towers shall be at the sole determination of the MSP. Such
permission shall not unreasonably be withheld. The Contractor shall, upon
written request from the MSP, provide an engineering analysis of radio
interference, structural loading and other related factors for each radio tower
owned by the MSP. No new towers shall be acquired or erected by the MSP solely
for the purpose of implementation of the System.
24
The MSP shall operate the System facility on a full-time basis during the
term of this Agreement. Such staffing and operation shall commence upon the
successful completion of the LoJack System Acceptance Test attached hereto as
Exhibit A.
FACILITY ACCESS:
----------------
The MSP shall provide identification for the Contractor's employees to
enter into MSP restricted areas as deemed appropriate by the MSP. The parties
agree that all employees or agents designated by the Contractor to work in or
about MSP owned or operated facilities must be reasonably acceptable to the MSP
and shall be subject to security approval. The Contractors' employees or agents
may be denied access to MSP facilities at the sole determination of the MSP.
FEDERAL COMMUNICATIONS COMMISSION LICENSES:
-------------------------------------------
This Agreement shall be subject to the rules, regulations and policies of
the Federal Communications Commission (FCC). The MSP shall have the right to
take any actions as may be necessary to comply with FCC requirements. The MSP
shall be the holder of the license issued by the FCC. Any costs incurred by the
MSP in obtaining such license shall be at the expense of the Contractor.
PUBLICATIONS AND DISCLOSURES:
-----------------------------
The Contractor shall not represent, publish, cause to be published or
disseminate in any manner for any purpose whatsoever, that the System is
sponsored or endorsed by the MSP or any other government law enforcement
entities within the State of Maryland.
The Contractor agrees that any sales agreements, brochures, warranties or
any form of printed advertising used in connection with any sale of LoJack Units
shall contain the following statement and, at a minimum, the following
statement shall be prominently displayed on the product literature or otherwise
shown in writing to the purchaser immediately before purchase:
"THE STATE OF MARYLAND, THE MARYLAND DEPARTMENT OF STATE POLICE, THE
COMMONWEALTH OF VIRGINIA AND THE DEPARTMENT OF VIRGINIA STATE POLICE, ARE NOT
PARTIES TO THE SALES AGREEMENT RELATING TO THIS PRODUCT AND DO NOT WARRANT,
GUARANTEE, ASSURE OR OTHERWISE MAKE ANY REPRESENTATIONS OR ENDORSEMENTS
REGARDING THE CONTINUATION, USE, ACCURACY, RELIABILITY, MERCHANTABILITY, FITNESS
FOR USE OR OPERATION OF THIS PRODUCT OR THE LOJACK STOLEN VEHICLE RECOVERY
SYSTEM OR ANY OF THE SYSTEM'S COMPONENT PARTS."
The MSP agrees and acknowledges that the Contractor may make reference to
MSP and local entities with regard to the generic explanation of the operation
of the LoJack Stolen Recovery System. Advertising containing reference to the
State of Maryland, the Maryland Department of State Police or any other law
enforcement entity of the State of Maryland, shall be subject to the approval of
the MSP. In the event that any approval by the MSP of any advertising is
required, the MSP shall not unreasonably withhold such approval and will approve
or deny such advertising, in writing, within fifteen (15) calendar days from the
date of receipt of the proposed advertising request.
OPTIONAL PURCHASES:
-------------------
The Contractor agrees that any governmental law enforcement entity within
LoJack's coverage area in the State of Maryland, shall have the option of
purchasing LoJack's Police Tracking Computers at a price not to exceed $1,750.00
including installation, throughout the term of this Agreement.
SALE OF LOJACK UNITS:
---------------------
The Contractor shall be responsible for marketing, selling, installing and
maintaining LoJack units to be installed in privately owned individual vehicles
and shall use best efforts to sell sufficient quantities of such units to the
public in order to make proper use of the System.
OTHER RIGHTS OF THE MSP:
------------------------
The Contractor agrees that nothing in this Agreement shall be construed to
determine law enforcement priorities at any given time regardless of the
circumstances. The Contractor agrees that the MSP or any other governmental law
enforcement entity shall, at all times, regain the right to establish law
enforcement priorities for law enforcement service to LoJack units.
OBLIGATIONS AFTER TERMINATION:
------------------------------
LoJack recognizes that applicable law and regulations may require that
subsequent MSP contracts for continuation of the LoJack System or another stolen
vehicle recovery system, if available, after termination of this Agreement may
be based upon competitive bidding. The MSP has concerns regarding persons who
then will have purchased and installed LoJack unit transmitters in their
personal vehicles. The MSP intends to require that all bidders propose a stolen
vehicle recovery system which will continue to enable the LoJack units to
function as part of the continuing system ("compatible system"). In recognition
of the MSP's concern that any such "compatible system" may infringe on LoJack
patents or other proprietary technology, LoJack hereby agrees to license the
bidder selected by MSP to use the technology in the State of Maryland. Such
license to be as
26
broad as is required to avoid such infringement. LoJack further agrees that it
will charge no higher total royalty (inclusive of initial payment, if any, and
continuing royalties), than is reasonable in the circumstances, taking into
account the extent of the technology required, the cost of developing the same
and the size of the relevant market.
The MSP's obligation to utilize the System in accordance with the
provisions of this Agreement shall not prevent the MSP from testing, using or
procuring other stolen vehicle recovery systems, if available, as it may desire
during the term of this Agreement.
MSP PROJECT MANAGER:
--------------------
The MSP shall act as the project manager for coordinating the
installation and utilization of the LoJack System in the State of Maryland and
assist, where possible, in the coordination of the Stolen Vehicle Recovery
System. Also, the MSP must request of the Massachusetts CHSB, approval to
utilize the Massachusetts Stolen Vehicle Recovery System for the computer
interface to initiate the activation of State of Maryland LoJack equipped
vehicles.
The MSP project manager shall be:
Lt. Xxxxxx X. Xxxxxxx
Bureau of Drug and Criminal Enforcement
(000) 000-0000 Ext. 305
The MSP reserves the right to redesignate the project manager at any
time during the term of this Agreement.
The MSP responsibilities as project manager shall include the following:
a. Shall be responsible in conjunction with the Contractor for
obtaining state approval for any required federal communication
licensing applications to operate a Stolen Vehicle Recovery Network
using the LoJack System within the State of Maryland. Any out of the
pocket costs regarding this application shall be at the expense of
LoJack.
b. The MSP agrees that the LoJack System being offered by LoJack is
contingent upon approval of the Massachusetts CHSB approving a
request by the MSP to interface with the existing Stolen Vehicle
Recovery System presently in operation by the Massachusetts State
Police at Police Headquarters in Boston, Massachusetts. Such
approval is to be requested in writing by the MSP and accepted by
the Massachusetts CHSB in writing before LoJack will initiate any
preliminary plans to draw specifications for the Maryland Stolen
Vehicle Recovery System or implementing a LoJack System in the State
of Maryland.
27
c. Shall reasonably assist with efforts involving other Maryland state,
county and local law enforcement entities in the implementation of the
LoJack Stolen Vehicle Recovery Network.
d. Assist in the allocation and deployment of the Police Tracking
Computer Network to participating government law enforcement entities
within the State of Maryland.
e. Secure the cooperation of any other Maryland government agency or
department required to install or implement the LoJack System.
IMPLEMENTATION SCHEDULE:
------------------------
The Contractor, with full coordination with the MSP, shall prepare and
deliver to the MSP, a specific implementation schedule within twelve (12) weeks
of the signing of this Agreement. The installation of the Maryland System is
contingent upon written approval by the Massachusetts CHSB of an interface to
the Massachusetts Stolen Vehicle Recovery System at the Headquarters of the CHSB
in Massachusetts. The vehicle for transmission of the necessary information to
CHSB will be through utilizing the National Law Enforcement Telecommunications
System (NLETS) line in cooperation with the two (2) agencies, CHSB and MSP. The
System shall be fully implemented no later than one (1) calendar year from the
date of final execution of this Agreement.
IN WITNESS WHEREOF, the parties hereto set their hands and seals the day and
year first above written.
MARYLAND STATE POLICE
By: Witness:
[SIGNATURE APPEARS HERE] [SIGNATURE APPEARS HERE] 11/08/96
-------------------------------- ------------------------------------
Date Date
LOJACK CORPORATION
By: Witness:
/s/ C. Xxxxxxx Xxxxx
--------------------------------- ------------------------------------
Date Date
APPROVED AS TO FORM AND LEGALITY:
[SIGNATURE APPEARS HERE] 11/8/96
---------------------------------
Date
28
EXHIBIT A
TO
AGREEMENT #MD1096LJK
between the
MARYLAND DEPARTMENT OF STATE POLICE
and
LOJACK CORPORATION
LOJACK SYSTEM ACCEPTANCE TEST
-----------------------------
The LoJack System Acceptance Test shall evaluate:
a. the activation, "speed up" and deactivation of the LoJack receiver
unit
b. the ability of the related tracking unit to detect and track
c. the combined effective range of the LoJack transmitting unit and the
tracking unit receiver
d. the effective range of a typical activation transmitter/antenna
e. the user interface of the overall LoJack System with respect to
controlling the tracking procedure and the advisory messages which
result from a particular action
The overall LoJack System has been divided into three (3) general areas
which are to be evaluated:
1.0 COMMUNICATIONS
1.1 Proper operation of the NLETS communications lines between MSP and
MARS.
1.1.1 Test in accordance with Section 3.2.5
1.2 NLETS response times to agency requests. Responses should be
received within fifteen (15) seconds at any reasonable traffic load.
29
2.0 SOFTWARE
The performance of the LoJack provided software in MARS, is highly
dependent on the validity of the data files which it receives from MSP. The MSP
shall perform extensive testing of the related software. The correct
functioning of the overall LoJack MSP System, shall be used to attest to the
validity of all the software involved. To resolve any discrepancies which arise
during testing, each interface transaction will be continually recorded for
references.
3.0 FUNCTIONALITY
3.1 Functionality tests will require three (3) vehicles to carry a LoJack
transmitter unit and one (1) search vehicle equipped with the
corresponding Lojack tracking unit. A radio voice link between the
test center at MSP Headquarters and the search vehicle will be
required. This series of tests shall test the functional behavior
of the LoJack System with respect to:
a. the ability to activate a vehicle transmitter
b. the ability to discriminate between multiple active vehicle
transmitters
c. the ability to put a transmitter into the "speed up" mode
d. the ability to deactivate a vehicle transmitter
3.2 Zero Range Test:
---------------
All vehicles participating in the test shall be assembled in close
proximity to one another to quickly determine the test objectives
in 3.1. a. through d. above,
3.2.1 Enter the three (3) test vehicles as stolen using an MSP
National Crime Information Center (NCIC) quality control
terminal to enter an EV message transaction for each of the
three (3) test vehicles. In addition to normal response
messages to the originating terminal, the following should
happen:
a. a "LoJack unit activated" message should be returned by
the MARS to the originating terminal for each EV request
entered.
b. the transmitter on each stolen vehicle should be
activated within three (3) minutes. This will be
verified by maneuvering the search vehicle to pick up
the stolen vehicle(s) transmission and then reading out
the reply code for each vehicle. The displayed reply
code on the search vehicle tracking unit should agree
with the reply code provided by the LoJack Corporation.
30
3.2.2 Using one (1) of the stolen vehicle reply codes obtained
above, enter a LoJack query transaction into an MSP NCIC
quality control terminal. The following should happen:
a. MARS should return a message to the originating MSP
terminal, stating that a car is stolen and that the
LoJack unit was put in the "speed up" mode for easier
tracking.
b. The tracking unit display in the search vehicle should
provide an indication of the increased transmission
rate from the sped up transmitter in the stolen
vehicle. This will verify that the test vehicle
transmitter was actually put in the "speed up" mode.
3.2.3 Enter a CV transaction using the related attributes, NCIC and
the vehicle identification number (VIN), of the stolen vehicle
which was just put into the "speed up" mode (above). This
will clear the vehicle as stolen in the NCIC files and result
in the normal response to the originating MSP terminal. In
addition, the following should happen:
a. MARS should send a message to the originating terminal
stating that the vehicle just cleared was LoJack unit
equipped and is now deactivated.
b. The LoJack transmitter in the test vehicle just cleared
should turn off completely within three (3) minutes.
This will be confirmed by the tracking unit in the
search vehicle being unable to display the related
reply code which was displayed prior to entering the
CV transaction.
3.2.3.1 Enter a LoJack query for the reply code of the
test vehicle just cleared to verify that the MARS
files no longer classify the vehicle as
activated. This should result in the MARS sending
a message to the originating terminal which
states that the vehicle is not stolen and that
the LoJack unit was deactivated.
3.2.4 Repeat tests 3.2.3 and 3.2.3.1 to clear the two (2) remaining
stolen test vehicles using a LV message request on one and a
XV request for the other.
31
3.2.5 Modified Vehicle Test(MV):
--------------------------
A stolen vehicle record is created in NCIC and is then activated.
Then another stolen test vehicle's VIN is used in a MV request to
modify the original stolen vehicle's record in NCIC. This should
cause the original vehicle to be deactivated and the vehicle with the
newly updated VIN to become activated.
3.2.5.1 Using the VIN of one (1) of the test vehicles, enter an
EV request via an MSP NCIC quality control terminal. This
should cause the test vehicle's transmitter to become
activated and can be verified by the related reply code
displayed on the search vehicle's tracking unit.
3.2.5.2 Using the VIN of the second test vehicle, enter a MV
request via an MSP NCIC quality control terminal. This
should cause the original test vehicle transmitter to
become deactivated and the second test vehicle to become
activated. The reply code of the second test vehicle
should now be displayed on the search vehicle's tracking
unit display.
3.2.5.3 Verify the new vehicle's status in the NCIC files. Enter
a LoJack query request with the reply code of the first
test vehicle via an MSP NCIC quality control terminal.
The resulting response to the terminal should indicate
that the vehicle is not stolen and that its transmitter
is being deactivated. Then enter a LoJack query request
with the reply code of the second test vehicle. The
resulting response should indicate that the vehicle is
stolen and that the LoJack transmitter has been sped up
for tracking.
3.2.5.4 Enter a CV request to clear the second vehicle in the
NCIC files. This should be verified by a LoJack query by
reply code.
3.3 LoJack Activation Transmission Range:
-------------------------------------
The effective range of an activation transmitter will be dependent upon
diverse factors; e.g., activation antenna height, the flatness of the
surrounding terrain, man made obstruction and the radiated power of the
antenna. The results of this test should be representative of a typical
activation range.
32
3.3.1 Select the Maryland tower which has the LoJack activation
transmitter/antenna installed.
3.3.2 Position a LoJack equipped test vehicle beyond the range of the
selected activation transmitter site. LoJack Corporation shall
provide this range information.
3.3.3 Enter an EV for the test vehicle via an MSP NCIC quality control
terminal.
3.3.4 Instruct the test vehicle to proceed in the direction of the LoJack
activation transmitter site until the LoJack unit successfully
activates. From this information and the location of the LoJack
transmitter site on the map, the approximate activation range can be
determined.
3.3.5 Enter a CV request to clear the test vehicle.
33
