EXHIBIT 10oo
THIS AGREEMENT is made and entered into, in duplicate, this 1st day of
September, 1996, between LOJACK CORPORATION, a Massachusetts corporation,
hereinafter referred to as "LOJACK" and the TEXAS DEPARTMENT OF PUBLIC SAFETY,
hereinafter referred to as the "DEPARTMENT".
NOW, THEREFORE, in consideration of the mutual promises and covenants of
each party to the other, the parties agree as follows:
I
CONTRACT ADMINISTRATOR
1-1 The DEPARTMENT, hereby designates that the person named below is
authorized to administer the Contract on a day-to-day basis during the term of
the Contract. The Contract Administrator for this project is:
Xxxxx X. Xxxxxxxx,
Commander
Motor Vehicle Theft Service
Texas Department of Public Safety
0000 X. Xxxxx Xxxx.
X.X. Xxx 0000
Xxxxxx, Xxxxx 00000-0000
II
TERM AND RENT
2-1 The term of this Agreement shall be for a period of five (5) years
from the date hereof. The DEPARTMENT shall pay to LOJACK for the use of the
equipment and software specified in Section III a fee of $1.00 which fee is
payable in advance upon execution of this instrument, receipt whereof is
acknowledged by LOJACK.
2-2 Renewal: This Agreement will automatically renew for additional two
(2) year increments unless the DEPARTMENT notifies LOJACK, in writing, no less
than ninety
(90) days prior to the expiration of the agreement that the Department does not
wish to extend the Agreement.
III
EQUIPMENT AND FACILITIES
3-1 The Equipment and the Software to be accessed/utilized will consist of
the following components of the LOJACK System: (A) The Sector Activation
System ("SAS") which consists of: 1. Sector Activation Computer ("SAC"); 2.
a software program containing files of activation codes, reply codes, vehicle
descriptions and other data, which directs the activation of the system (the
"Software"); 3. Sector Activation Transmitters ("SAT"); and (B) Police Tracking
Computers ("PTC") to be installed by LOJACK at LOJACK's expense in state and
local law enforcement vehicles.
3-2 Engineering and programming costs and expenses incurred in connection
with the installation of the Equipment and Software including any and all
programming costs incurred in interfacing the Software with any software or
hardware on computer equipment owned or operated by the DEPARTMENT and any other
governmental agencies to assure that the LOJACK System is operational, shall be
the sole responsibility of LOJACK. During the term of the Agreement, LOJACK,
without expense to the DEPARTMENT, shall provide to the DEPARTMENT and shall
make any and all modifications or enhancements to the Equipment and Software of
the LOJACK System.
3-3 The Texas Stolen Vehicle Recovery System will be installed in
conjunction with the Massachusetts Criminal History Systems Board as the central
clearing agency for all LOJACK activations, trackings, and recoveries of LOJACK
stolen vehicles. An Agreement
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may be required between Massachusetts Criminal History Systems Board and the
DEPARTMENT to connect with the Massachusetts Stolen Vehicle Recovery System
utilizing NLETS to access the DEPARTMENT to the Stolen Vehicle Recovery System
at Criminal History's Computer in Massachusetts.
IV
IMPLEMENTATION SCHEDULE
4-1 In order to insure adequate deployment of the LOJACK System in the
coverage area, LOJACK agrees to install the necessary equipment in a timely
manner after the signing of this Agreement. A specific implementation schedule
will be prepared by LOJACK no later than twelve (12) weeks after the signing of
this Agreement and submitted to the Department.
4-2 The initial goal of the parties is to achieve adequate coverage in
Dallas, Fort Worth, Houston, San Antonio.
V
INSTALLATION AND TESTING
5-1 The costs and expenses incurred in connection with the transporting,
delivery, installation, and testing of the Equipment and Software shall be paid
by and be the responsibility of LOJACK. Prior to the delivery of the Equipment,
the DEPARTMENT shall to the extent authorized by state law cooperate with LOJACK
in assisting in any engineering and other tasks necessary to the installation of
the LOJACK System. The DEPARTMENT shall cooperate with LOJACK in connection
with the delivery, installation, and testing of the
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Equipment and shall make its personnel and facilities reasonably available in
order for LoJack to assure that the Equipment and Software is installed, tested
and operational.
5-2 To the extent authorized by state law the DEPARTMENT shall also
provide such coordination among other governmental and law enforcement agencies,
departments, and authorities in the state as may be necessary or appropriate in
connection with the delivery, installation, testing, and operation of the
Equipment and Software and the LOJACK System. In the installation and testing
of the Equipment, LOJACK agrees not to unreasonably disrupt the normal
activities and operations of the DEPARTMENT and other governmental and law
enforcement agencies, departments and authorities in the state.
5-3 LOJACK shall furnish without expense to the DEPARTMENT qualified
service representatives, engineers, and personnel who will be responsible for
the installation of the Equipment and training of employees and representatives
of the DEPARTMENT and of other governmental agencies, departments, and
authorities of the state and law enforcement officers as may be designated by
the DEPARTMENT in the care, operations, and adjustment of the Equipment and
LOJACK System.
5-4 The DEPARTMENT, in cooperation with LOJACK and other governmental and
law enforcement agencies, departments, and authorities shall provide the
consultation advice and technical support needed to assist in the timely
installation, and operation of the LOJACK System throughout the designated
coverage area.
5-5 Notwithstanding anything herein to the contrary, the parties
acknowledge that: (1) The DEPARTMENT shall be holder of the license issued by
the Federal Communication Commission ("FCC") in connection with this Agreement
for the State of Texas; (2) This
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Agreement shall be subject to the rules, regulations, and policies of the FCC;
(3) The DEPARTMENT shall have the right to take such actions as may be required
to comply with the rules, regulations and policies of the FCC. LOJACK shall
prepare the application for the FCC Licensing and submit same to the DEPARTMENT
for review and signature.
VI
OPERATION AND MAINTENANCE
6-1 LOJACK, without expense to the DEPARTMENT, shall keep the Equipment in
good repair, condition, and working order and make all necessary adjustments,
parts replacements, repairs, and revisions for the entire term of the lease.
6-2 The DEPARTMENT shall actively operate and staff the LOJACK System
during the term of the Agreement. It is understood between the parties that it
is the absolute right of the DEPARTMENT to determine the law enforcement
priorities at any given time and that the DEPARTMENT will monitor the LOJACK
System subject to said law enforcement priorities.
6-3 LOJACK warrants that the Equipment, other related hardware and the
Software services provided by LOJACK pursuant to this Agreement shall conform to
the requirements set forth in this Agreement. LOJACK further warrants that all
said Equipment, other related hardware and the Software will be free from
defects in material and workmanship and defects affecting the functional
capability of the System described in this Agreement. If at any time during
said period the DEPARTMENT or LOJACK shall discover any malfunctions, failure,
defect or design error affecting the System, LOJACK shall, entirely at its own
expense, promptly correct such malfunction, failure, defect or design error
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so that the System functions in accordance with the provisions of this
Agreement. THE EXPRESSED REMEDIES AND WARRANTIES CONTAINED IN ARTICLE 6 OF THIS
AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER REMEDIES AND WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS.
VII
OWNERSHIP AND USE
7-1 LOJACK warrants that it has full power and authority to grant the
rights set forth in this Lease Agreement to the DEPARTMENT with respect to the
LOJACK Equipment and Software and related documentation without the consent of
any other person; and that neither the performance of the services by LOJACK nor
the license to and use by the DEPARTMENT of the LOJACK hardware, software and
documentation (including the copying thereof as provided herein) will in any
manner constitute an infringement or other violation of any copyright, trade
secret, trademark, patent, invention, proprietary information nondisclosure of
other rights of any third party.
7-2 The Equipment and Software shall be used only for performing the
operation of the LOJACK Stolen Vehicle Recovery System for which it was
designated by LOJACK. The DEPARTMENT shall use the items and components
constituting the Equipment in a manner consistent with the use of any state
property that is used under similar circumstances and shall comply with all
reasonable operational instructions. The DEPARTMENT acknowledges that the
LOJACK System is manufactured and distributed under patents held by LOJACK. The
Equipment and Software is, and will at all times remain, personal property,
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notwithstanding that it or any component of it may become, in any manner
attached to or permanently resting on real property or improvements.
7-3 The parties agree that LOJACK, its officers, agents, and employees, in
the performance of this Agreement, shall act in the capacity of an independent
contractor and not as an officer, employee or agent of the DEPARTMENT. LOJACK
agrees to take such steps as may be necessary to ensure that each of its
subcontractors will not be deemed to be an agent, servant, joint venturer, or
partner of the Department. All persons furnished, used, retained, or hired by
or on behalf of LOJACK or any of its subcontractors shall be considered to be
solely the employees or agents of LOJACK or such subcontractor.
7-4 The DEPARTMENT shall limit its use of the Software and the Equipment
to the operations of the DEPARTMENT and other participating agencies. The
DEPARTMENT shall have no right to sell, transfer, assign (in whole or in part),
convey, pledge, encumber or otherwise dispose of the Software or other related
proprietary materials, or any right, duty or license to use the Software
hereunder without the prior written consent of LOJACK. The DEPARTMENT
understands and agrees that any violation of the restrictions set forth in this
Section will give LOJACK the right to revoke the Software license granted to the
DEPARTMENT.
7-5 LOJACK hereby grants to the DEPARTMENT a nonexclusive,
nontransferable license to use the LOJACK Software, as herein defined and
described in this Agreement, and related documentation under each program
element thereof during the term of this Agreement. The LOJACK Software license
shall include in its meaning, in addition to the
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description contained herein, any improvements or modifications thereto
subsequently installed by LOJACK.
VIII
CONFIDENTIALITY
8-1 The Software, file structures, documentation, algorithms and related
software concepts, except as otherwise provided herein, shall not be disclosed
in any manner without the written permission of LOJACK. (Such proprietary
information in hereinafter designated "Information".) The DEPARTMENT shall not
be bound by the confidential terms and conditions of this Section, with respect
to the Information, when, after and to the extent:
(i) The Information is or becomes publicly available other than through a
breach by the DEPARTMENT of any agreement restricting its disclosure; or
(ii) The Information is subsequently lawfully obtained by the DEPARTMENT
from a third party or parties; or
(iii)The Information was known by the DEPARTMENT prior to its disclosure
to the DEPARTMENT by LOJACK; or
(iv) The Information is independently developed by persons having no
contact with the Information; or
(v) The Information is disclosed by the DEPARTMENT as compelled by legal
process or otherwise required by state law; or
(vi) The Information is disclosed inadvertently by the DEPARTMENT despite
the exercise of the same degree of care which the DEPARTMENT takes to safeguard
its own proprietary information.
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8-2 All Information relative to the operation and law enforcement
activities of the DEPARTMENT and of any other agency, department, or authority
of the State supplied directly or indirectly to LOJACK, their respective agents
or employees (except such information as may be in the public domain) shall be
received in confidence. LOJACK shall exercise reasonable care to hold such
information in confidence.
IX
RISK OF LOSS
9-1 LOJACK assumes all risk of loss, damage, or destruction of all
equipment, software, materials, and supplies provided by LOJACK to the
DEPARTMENT. The DEPARTMENT agrees to take all reasonable measures within
DEPARTMENT guidelines to safeguard LOJACK equipment. LOJACK has the right to
maintain insurance coverage against loss or damage to the equipment at LOJACK'S
option and expense. The DEPARTMENT will cooperate with LOJACK and their
insurance carriers, to the extent that it does not interfere with DEPARTMENT
guidelines or policies, concerning the maintenance of such insurance coverage.
The DEPARTMENT will promptly notify LOJACK of any loss, damage or incident that
involves the insured property of the LOJACK System, materials or supplies.
X
LIABILITY OF THE DEPARTMENT
10-1 Notwithstanding any other provision of this Agreement, LOJACK shall
be responsible for and shall indemnify and hold the DEPARTMENT harmless from any
and all liability, loss, claim or damage to persons or property proportionate to
LOJACK's fault or
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negligence as related to this Lease Agreement. IN NO EVENT SHALL LOJACK BE
RESPONSIBLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
10-2 The obligations of the Contractor under this Indemnification
agreement shall not extend to the liability of the State of Texas, its agents or
employees arising out of (1) the preparation or approval of maps, drawings,
opinions, reports, surveys, Change Orders, designs or specifications, or (2) the
giving of or the failure to give directions or instructions by the State of
Texas, its agents or employees provided such giving or failure to give is the
primary cause of injury or damage.
10-3 LOJACK agrees not to represent or claim in any manner that the LOJACK
System is sponsored or endorsed by the DEPARTMENT or any other agency,
department or other Authority of the State of Texas or any local, state, or
federal law enforcement agency.
XI
ASSIGNMENT
11-1 Neither the DEPARTMENT or any participating agency or LOJACK shall
assign, sublet, or transfer any of their respective Rights under the Agreement
or to the Equipment and Software, without the prior written consent of the other
party to the Agreement. This provision shall not prevent LOJACK from assigning
their respective rights under this Agreement or in the Equipment and Software to
any entity owned or controlled by LOJACK.
XII
MISCELLANEOUS
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12-1 This Agreement shall be governed by the laws of the State of Texas.
This Agreement shall not be amended except by written agreement signed on behalf
of both parties. This Agreement shall be binding upon the respective successors
and assigns of the parties thereto.
12-2 LOJACK agrees that any law enforcement agency within the LOJACK
coverage area in Texas have the option as provided, herein, of purchasing LOJACK
Police Tracking Computers at a price not to exceed $1,750, installed throughout
the initial five (5) year term of this Agreement.
XIII
DEPARTMENT'S RIGHT TO PROCURE OTHER
STOLEN VEHICLE RECOVERY SYSTEMS
13-1 The DEPARTMENT's obligation to utilize the LOJACK System in
accordance with the provisions of this Agreement shall not prohibit the
DEPARTMENT from testing, procuring or using other stolen vehicle recovery
systems as it may desire during the term of this Agreement, providing the
DEPARTMENT continues actively to use and operate the LOJACK System under the
terms and conditions set forth herein.
XIV
PROJECT MANAGEMENT AND APPROVAL
14-1 The DEPARTMENT shall act as project manager for coordinating the
installation and utilization of the LOJACK System in State, and will assist
where possible on the development of Police Tracking computers in the County and
local law enforcement agencies.
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14-2 The Department's responsibilities as project manager shall include
the following:
(1) Secure the cooperation of any other state agencies as necessary to
install and implement the Sector Activation System as part of the LOJACK System.
(2) Shall assist LOJACK in deployment of the Police Tracking Computer
Network to participating law enforcement agencies in the coverage area.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed, the day and year first above written.
Witness: STATE OF TEXAS
DEPARTMENT OF PUBLIC SAFETY
/s/ X. Xxxxxx
------------------------------- -------------------------------
Witness: LOJACK CORPORATION
/s/ C. Xxxxxxx Xxxxx
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C. Xxxxxxx Xxxxx, President
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