HomeMy WebLinkAboutContracts & Agreements_45-2022AGREEMENT BY AND BETWEEN LENSLOCK, INC. AND THE CITY OF REDLANDS
FOR BODY WORN CAMERA EQUIPMENT AND ONLINE SERVICES
This agreement for the provision of body worn camera equipment and online services is made and enter into this
5t" day of April, 2022, by and between the City of Redlands, a general law city ("City") and LensLock, Inc , a California
corporation ("LensLock") City and LensLock are sometimes individually referred to herein as a "Party" and, together,
as the "Parties " In consideration of the mutual promises contained herein, City and LensLock agree as follows
EQUIPMENT AND ONLINE SERVICES
1 Equipment. LensLock hereby agrees to provide to City certain body worn camera equipment ("Equipment") and
associated services ("Online Platform Services") as described in Exhibit "A," titled "Proposal," which is attached
hereto and incorporated herein by this reference. All Equipment is supplied to City pursuant to this agreement for
body worn camera equipment and online services ("Agreement"), and LensLock agrees to train, support, and
instruct City in the proper use of the Equipment. City understands that all LensLock Equipment described on
Exhibit "A" is included, and that title to and ownership of the Equipment shall transfer to and vest in City at the
end of the term of this Agreement.
2. Shipping. Deliveries of the Equipment, title, and risk of loss are assumed by, and at the sole cost and expense of
LensLock. Title to any software provided with the Equipment remains with LensLock and/or its suppliers. Any
claims by City for shortages or damages suffered in transit must be submitted directly to the carrier All shipping
dates are approximate, and not guaranteed. LensLock reserves the right to make partial shipments
3 Intellectual Property As between the Parties, all hardware, services, and software provided by LensLock, including
the Online Platform Services, are the intellectual property of LensLock and its licensors, and any unauthorized use
of the same, including the creation of any derivative works by City or any third party, is strictly prohibited and in
violation of Federal Copyright Laws, Title 17 of the United States Code Pursuant to the terms of this Agreement,
LensLock grants to City the limited, non-exclusive, non -transferable, limited right to access the Online Platform
Services during the term of this Agreement, for purposes of access and use of the videos and audios produced by
the Equipment and in compliance with this Agreement and applicable documentation. Conversely, it is understood
that LensLock has limited access to all City video files for internal testing and quality control assurance purposes.
4 System Operation and Limitations. The Equipment is connected to a digital recorder computer, and City shall not
use the computer for any other purpose City shall be permitted to access and make changes to the system's
operation through the LensLock Online Platform Services Depending on the data storage option selected,
LensLock shall store data received from City's Equipment for the agreed upon location. LensLock shall have no
liability for data corruption or inability to retrieve data. LensLock shall endeavor to release City's data only to
City, upon City's written authorization, or by legal process. Telephone or internet access is not provided by
LensLock, and LensLock has no responsibility for such access or IP address service. LensLock is not responsible
for the security or privacy of any wireless network system or router or like equipment, and the foregoing are the
City's responsibility, including but not limited to securing access to the Equipment with pass codes and lock outs
LensLock shall have no liability for unauthorized access to the system through the internet or other communication
networks, data corruption, or loss for any reason whatsoever
5 LensLock Online Platform Services. Upon receipt of a video verified event, the Equipment is designed to activate
the Online Platform Services, upon which LensLock, or its designee central office, shall record and store the images
and feeds from the Equipment if such Equipment and Online Platform Services have been configured properly
City acknowledges that signals transmitted from City's Equipment to the Online Platform Services are not
monitored by personnel of LensLock or LensLock's designee central office, and LensLock does not assume any
responsibility for the manner in which such signals are monitored or the response, if any, to such signals City
acknowledges that signals which are transmitted through the internet, over telephone lines, wire, air waves, cellular,
radio, internet, VOIP, or other modes of communication pass through communication networks wholly beyond the
control of LensLock and are not maintained by LensLock, and LensLock shall not be responsible for any failure
which prevents transmission signals from reaching the central office monitoring center or damages arising
1
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
therefrom, or for data corruption, theft or viruses to City's computers if connected to the communication
Equipment. City authorizes LensLock to access City's accounts to input or delete data and programming in
connection with the Online Platform Services. LensLock may, without prior notice, suspend or terminate its
services, in LensLock's sole discretion, in event of City's default in performance of this Agreement, in the event
central station facility or communication network is nonoperational, or in the event City's system is malfunctioning.
LensLock is authorized to record and maintain audio and video transmissions, data and communications, and shall
comply with local law requirements LensLock may, but is not required to, update the Online Platform Services
and any software in the Equipment that is capable of Over the Air ("OTA") updates All updates to the foregoing
are subject to the same terms and conditions as set forth in this Agreement. City hereby grants LensLock a non-
transferable, royalty -free license to use the data collected and stored within the Online Platform Services solely for
City's benefit and LensLock's internal purposes, provided that LensLock may use and disclose such data if and as
required by court order, law or governmental or regulatory agency (after, if permitted, giving reasonable notice to
LensLock and using commercially reasonable efforts to provide City with the opportunity to seek a protective order
or the equivalent (at City's expense) The Parties agree to comply with the user terms and conditions set forth
within the Online Platform Services and Privacy Policy therein.
6 Performance Warranty The sole and exclusive performance warranties offered by LensLock for the Equipment
and Online Platform Services are expressly set forth in Exhibit "B," titled "Performance Warranty," which is
attached hereto and incorporated herein by this reference Any Equipment that fails to conform to its Performance
Warranty as confirmed by LensLock is referred to herein as "Defective Equipment." The Performance Warranty
shall survive the termination and expiration of the Warranty Period (as described in Exhibit "B") only with respect
to any valid claim made by City by written notice to LensLock prior to termination or expiration of such Warranty
Period.
7 System Testing. The Parties agree that the Equipment, once installed, is in the exclusive possession and control of
City, and it is City's sole responsibility to test the operation of the system and to notify LensLock if any Equipment
needs repair City agrees to test and inspect the Equipment upon completion of installation and periodically
thereafter, and to advise LensLock in writing, promptly after installation, of any defect, error or omission in the
Equipment or accessing the Online Platform Services.
8 Delete Data. Upon termination of this Agreement, LensLock shall be permitted to remotely delete programming,
and LensLock shall not be required to service the Equipment, and shall cease processing Online Platform Services
Unless otherwise paid for by City under the terms of this Agreement, LensLock shall not be obligated to hold any
City video or audio stored on the Online Platform Services longer than ninety (90) days past the termination of this
Agreement.
9 Data Ownership LensLock hereby assigns without any requirement of further consideration all right, title, and
interest LensLock may have to the City'sdData, including any original, redacted version, and all metadata
associated with City data with all rights to the same LensLock agrees that the ownership of the data always belongs
to City, including all associated CAD integrated metadata. LensLock shall not make use of City data for any
commercial purpose, whether to the benefit of LensLock or a third party, unless approved in advance by City in
writing. LensLock may, from time -to -time, review City data in order to professionally inspect video and audio
quality of City data. This quality control process is performed by LensLock CJIS Level IV trained and certified
personnel. LensLock inspection details will appear in all audit reports in compliance with CJIS
10 Court Order LensLock shall seal any and all video records when ordered sealed by the Court.
GENERAL
11 Governmental Entities. City represents and warrants to LensLock that: (a) City is duly authorized by law to execute
and deliver this Agreement and to carry out City's obligations under this Agreement; (b) that all legal requirements
have been met, and procedures have been followed, including public bidding if legally required, in order to ensure
the enforceability of this Agreement; (c) that the Online Platform Services will be used by City only for
2
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
governmental or proprietary functions consistent with the scope of City's authority, and will not be used in a trade
or business of any person or entity, or for any personal, family or household use, and (d) that City has funds
available to pay fees until the end of its current appropriation period, and that City intends to request funds to make
payments in each appropriation period, from now until the end of the term of this Agreement.
12. Prices, Payment Terms Prices are those in effect when LensLock accepts a purchase order City must pay or
promptly reimburse LensLock for any sales, use or any other local, state, provincial or federal taxes arising from
the sale or delivery of the Equipment or provide an exemption certificate. In the event City fails to pay Vendor any
monies when due City shall pay the lower interest of 2 '/2 % per month, or the amount allowed by applicable law
from the date when payment is due on outstanding balances In addition to all remedies available herein or at law,
LensLock may suspend all services upon communication to City for City's failure to pay invoices when due
13 Term of Agreement; Renewals, Fee Increases The term of this Agreement shall be for five (5) years. After the
expiration of one (1) year from the effective date of this Agreement, LensLock shall be permitted from time to time
to reasonably increase its fees by no more than five percent (5%) of the annual payment amount upon written notice
to City, and City agrees to pay such increase as invoiced if City continues to avail itself of the services after receipt
of said notice If LensLock increases its fees pursuant to this section, City may terminate this Agreement upon ten
(10) days written notice to LensLock. If City terminates this Agreement pursuant to this section, City shall be
refunded a pro rata share of the acquisition cost based on remaining term of thise Agreement.
14 Termination. Either Party may terminate this Agreement upon thirty (30) days prior written notice to the other
Party If City terminates this Agreement pursuant to this section, City shall be refunded a pro rata share of the
acquisition cost based on remaining term of this Agreement.
15 Warranty Disclaimer
a. LensLock does not represent nor warrant that the Equipment or the Online Platform Services may not be
compromised or circumvented, or that Equipment or Online Platform Services will prevent any loss City
acknowledges that any affirmation of fact or promise made by LensLock shall not be deemed to create a
warranty unless expressly included in this Agreement in writing; that City is not relying on LensLock's skill
or judgment in selecting or furnishing Equipment suitable for any particular purpose that there are no
warranties which extend beyond those on the face of this Agreement; and that City acknowledges that there
may be more sophisticated Equipment of which City may procure on the open market for the same purposes
as the Equipment.
b Except for the express warranties in section 6 above, (a) LensLock hereby disclaims all warranties, either
express, implied, statutory, or otherwise under this agreement in connection with the services and equipment,
and (b) LensLock specifically disclaims all implied warranties of merchantability, and fitness for a particular
purpose, title and non -infringement.
16 Standard of Performance. LensLock shall perform all services required pursuant to this Agreement according to
the standards observed by a competent practitioner of the profession in which LensLock is engaged.
17 Insurance Requirements. Before beginning any Services under this Agreement, LensLock, at its own cost and
expense, shall procure the types and amounts of insurance specified herein and maintain that insurance throughout
the term of this Agreement. The cost of such insurance is included in LensLock's Proposal as set forth in Exhibit
"A." LensLock shall be fully responsible for the acts and omissions of its subcontractors and other agents.
a. Workers' Compensation. LensLock shall, at its sole cost and expense, maintain Statutory Workers'
Compensation Insurance and Employer's Liability Insurance for all persons employed directly or indirectly by
LensLock in the amount required by applicable law The requirement to maintain Statutory Workers'
Compensation and Employer's Liability Insurance may be waived by City upon written verification that
LensLock is a sole proprietor and does not have any employees and will not have any employees during the
term of this Agreement.
3
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
b Commercial General and Automobile Liability Insurance.
i. General requirements LensLock, at its own cost and expense, shall maintain commercial general and
automobile liability insurance for the term of this Agreement in an amount not less than $2,000,000 per
occurrence and $4,000,000 aggregate, combined single limit coverage for risks associated with the Services
contemplated by this Agreement.
ii. Minimum scope of coverage Commercial general coverage shall be at least as broad as Insurance Services
Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering
comprehensive General Liability on an "occurrence" basis. Automobile coverage shall be at least as broad
as Insurance Services Office Automobile Liability form CA 0001 (most recent edition) covering any auto
(Code 1), or if LensLock has no owned autos, hired (code 8) and non -owned autos (Code 9) No
endorsement shall be attached limiting the coverage.
iii. Additional requirements Each of the following shall be included in the insurance coverage or added as a
certified endorsement to the policy.
1 The Commercial General and Automobile Liability Insurance shall cover on an occurrence basis.
2. City, and its elected and appointed officials, officers, employees, agents, and volunteers shall be
covered as additional insureds for liability arising out of the Services or operations of LensLock,
including materials, parts, or equipment furnished in connection with such Services or operations, or
automobiles owned, leased, hired, or borrowed by LensLock. Coverage can be provided in the form
of an endorsement to the LensLock's insurance at least as broad as CG 20 10 11 85, or both CG 20 10
1001 and CG 20 37 10 01
3 For any claims related to this Agreement or the Services hereunder, LensLock's insurance covered
shall be primary insurance as respects City, and its elected and appointed officials, officers,
employees, agents, and volunteers. Any insurance or self-insurance maintained by City or its elected
and appointed officials, officers, employees, agents or volunteers shall be excess of LensLock's
insurance and non-contributing.
4 The policy shall cover inter -insured suits and include a "separation of Insureds" or "severability"
clause which treats each insured separately
5 LensLock shall give at least 30 days prior written notice to City before coverage is canceled or
modified as to scope or amount.
c. Professional Liability Insurance.
General requirements LensLock, at its own cost and expense, shall maintain for the period covered by
this Agreement professional liability insurance for licensed professionals performing Services pursuant to
this Agreement in an amount not less than $1,000,000 per occurrence or claim covering the LensLock's
errors and omissions
ii. Claims -made limitations. The following provisions shall apply if the professional liability coverage is
written on a claims -made form.
1 The retroactive date of the policy must be shown and must be before the Effective Date of
this Agreement.
2. Insurance must be maintained, and evidence of insurance must be provided for at least five
(5) years after completion of this Agreement or the Services.
3 If coverage is canceled or not renewed and it is not replaced with another claims -made policy
form with a retroactive date that precedes the date of this Agreement, LensLock must purchase
an extended period coverage for a minimum of five (5) years after completion of Services
under this Agreement.
4 A copy of the claim reporting requirements must be submitted to the City for review prior to
the commencement of any Services under this Agreement.
d. All Policies Requirements.
i. Submittal Requirements. LensLock shall submit the following to City prior to beginning services
1 Certificate of Liability Insurance in the amounts specified in this Agreement; and
4
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
2. Additional Insured Endorsement as required for the General Commercial and Automobile Liability
Polices
ii. Acceptability of Insurers All insurance required by this Agreement is to be placed with insurers with a
Bests' rating of no less than A.VII.
iii. Deductibles and Self Insured Retentions Insurance obtained by the LensLock shall have a self -insured
retention or deductible of no more than $100,000
iv Wasting Policies. No policy required herein shall include a "wasting" policy limit (i.e limit that is eroded
by the cost of defense)
v Waiver of Subrogation. LensLock hereby waives subrogation which any insurer or contractor may require
from LensLock by virtue of the payment of any loss. LensLock shall obtain any endorsements that may
be necessary to effect this waiver of subrogation, but this provision applies regardless of whether or not
City has received a waiver of subrogation endorsement from the insurer The Workers' Compensation
policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by the
LensLock, its employees, agents, and subcontractors
vi. Subcontractors. LensLock shall include all subcontractors as insureds under its policies or shall furnish
separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be
subject to all of the requirements stated herein, and LensLock shall ensure that City, and its elected and
appointed officials, officers, employees, agents, and volunteers are covered as additional insured on all
coverages.
vii. Excess Insurance. If LensLock maintains higher insurance limits than the minimums specified herein,
City shall be entitled to coverage for the higher limits maintained by the LensLock.
e. Remedies. In addition to any other remedies City may have if LensLock fails to provide or maintain any
insurance policies or policy endorsements to the extent and within the time herein required, City may, at its
sole option. 1) obtain such insurance and deduct and retain the amount of the premiums for such insurance
from any sums due under this Agreement; 2) order LensLock to stop Services under this Agreement and
withhold any payment that becomes due to LensLock hereunder until LensLock demonstrates compliance with
the requirements hereof; and/or 3) terminate this Agreement.
18 Entire Agreement. This Agreement and any referenced terms herein constitute the entire understanding and
agreement between the Parties with respect to the subject matter hereof, and shall supersede any prior
understandings and agreements, whether written or oral, between the Parties with respect to that subject matter
LensLock expressly limits its acceptance of this Agreement to the terms stated herein. Any additional, different,
or inconsistent terms or conditions contained in any form or purchase order from City in connection with this
Agreement are hereby objected to and rejected by LensLock and shall not apply to this Agreement.
19 Security Interest; Credit; Lien Law In order to secure all indebtedness or liability of City to LensLock, City hereby
grants and conveys to LensLock a security interest in, and mortgages to LensLock all of City's Equipment,
LensLock is authorized to file a UCC 1 statement. City authorizes LensLock to conduct credit investigations to
determine City's credit worthiness. LensLock or any subcontractor engaged by LensLock to perform the work or
furnish material who is not paid may have a claim against City which may be enforced against the property in
accordance with the applicable lien laws
20 Force Majeure, Other Events Neither Party shall be considered in default of its performance of any obligation
hereunder to the extent that performance of such obligation is prevented or delayed by acts of God, acts of the other
Party; war (declared or undeclared), terrorism or other criminal conduct; fire, flood, weather, sabotage, strikes, or
labor or civil disturbances, governmental requests, restrictions, laws, regulations, orders, omissions or actions,
unavailability of, or delays in, utilities or transportation, default of suppliers or other inability to obtain necessary
materials, embargoes, or unforeseen circumstances or any other similar or dissimilar events or causes beyond
Party's reasonable control.
21 Assignment; Waiver of Subrogation Rights City may not assign this Agreement without the prior written consent
of LensLock. Any such assignment without LensLock's prior approval shall be deemed a breach of this Agreement,
and void crb initio City on its behalf and any insurance carrier waives any right of subrogation City's insurance
5
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
carrier may otherwise have against LensLock or LensLock's subcontractors arising out of this Agreement or the
relation of the Parties City acknowledges that this Agreement, and particularly those Sections relating to
LensLock's disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and
indemnification, inure to the benefit of and are applicable to any assignees, subcontractors and central offices of
LensLock.
22. Limitation of Liability Neither party shall be liable for any special, incidental, indirect, punitive, or consequential
damages, including loss of anticipated profits or business interruption for any reason.
23 Indemnification. LensLock shall defend, indemnify, and hold harmless City (including its elected and appointed
officials, officers, agents, employees, and volunteers) from and against all demands, claims, actions, liabilities,
losses, damages, and costs, including reasonable attorneys' fees, caused by, arising out of, or resulting from, in
whole or in part, by the negligent or intentional acts or omissions of LensLock's officers, agents, employees,
contractors, or subcontractors
City shall defend, indemnify, and hold harmless LensLock (including its officers, agents, employees, and
subcontractors) from and against all demands, claims, actions, liabilities, losses, damages and costs, including
reasonable attorneys' fees, arising out of or resulting from the performance of City's obligations under this
Agreement, caused in whole or in part by the negligent or intentional acts or omissions of City's officers, directors,
agents, employees, contractors, or subcontractors.
24 Conflict of Interest. LensLock may serve other cities, but none whose activities occur within the corporate limits
of City or whose business, regardless of location, would place LensLock in a "conflict of interest," as that term is
defined in the Political Reform Act, codified at California Government Code Section 81000 et seq LensLock shall
not employ any City official in the Services performed pursuant to this Agreement. No officer or employee of City
shall have any financial interest in this Agreement that would violate California Government Code Sections 1090
et seq
25 Subcontract. City agrees that LensLock is authorized and permitted to subcontract any services to be provided by
LensLock to third parties who may be independent of LensLock, and that LensLock shall not be liable for any loss
or damage sustained by City by reason of fire, theft, burglary or any other cause whatsoever caused by the acts of
third parties
26 Records Created as Part of LensLock's Performance. All final versions of reports, data, maps, models, charts,
studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or
materials, in electronic or any other form, that LensLock prepares or obtains pursuant to this Agreement and that
relate to the matters covered hereunder shall be the property of City LensLock hereby agrees to deliver those
documents to City upon termination of the Agreement, and City may use, reuse or otherwise dispose of the
documents without LensLock's permission. It is understood and agreed that the documents and other materials,
including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically
for the city and are not necessarily suitable for any future or other use. City and LensLock agree that, until final
approval by City, all data, plans, specifications, reports and other documents are confidential drafts and will not be
released to third parties by LensLock without prior written approval of City
27 LensLock's Books and Records. LensLock shall maintain any and all records or documents evidencing or relating
to charges for services or expenditures and disbursements charged to City under this Agreement for a minimum of
three (3) years, or for any longer period required by law, from the date of final payment to LensLock to this
Agreement. All such records shall be maintained in accordance with generally accepted accounting principles and
shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral
or written request of City Pursuant to Government Code Section 8546 7, this Agreement may be subject to the
examination and audit of the State Controller's Office for a period of three (3) years after final payment under this
Agreement.
6
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
28 Governing Law; Venue. This Agreement, and all rights and duties of the Parties under this Agreement, are governed
by, and shall be construed in accordance with, the laws of the State of California. The Parties hereby irrevocably
consent to exclusive jurisdiction of, and venue in, the county of San Bernardino California.
29 Severability If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid,
void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The
invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other
provision of this Agreement.
30 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement shall not
constitute a waiver of any other breach of that provision, or any term, of this Agreement.
31 No Third -Party Beneficiaries. This Agreement is made solely for the benefit of the Parties, with no intent to benefit
any third parties
32. Miscellaneous.
A. Notices Other than routine communications made in the ordinary course of performing any obligations under
this Agreement, all notices or other communications required or permitted to be given under this Agreement
must be in writing and will be deemed to have been sufficiently given when delivered in person (with written
confirmation of receipt), on the second business day after mailing via a responsible international courier, or on
the fifth business day after mailing by first class registered or certified mail, postage prepaid, to the address
stated on the first page of this Agreement or to such other address or individual as either Party may specify
from time to time in writing or transmitted electronically if confirmed in writing by one of the above methods.
B Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but
all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement
delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal
effect as delivery of an original signed copy of this Agreement.
C Independent Contact. The Parties intend that the relationship between them created under this Agreement is
that LensLock is an independent contractor of City only, and nothing contained herein is intended to create
any other relationship between the parties. LensLock is not to be considered an employee, agent, joint venture
or partner of City for any purpose whatsoever Neither party is granted any right or authority to assume or
create any obligation or responsibility for, or on behalf of, the other party or to otherwise bind the other party
in any way
D Confidential information. Except as prohibited by applicable law, the terms and conditions of this Agreement
are confidential information of LensLock, and City may not distribute this Agreement or disclose any contents
hereof to any third party without the express written consent of LensLock.
33 Professional Request. In accordance with CJIS BWC Best Practices, it is strongly recommended that law
enforcement agencies assign individual body worn cameras to individual police department officers or sheriff
deputies, and that those assigned body worn cameras are not "shared" with other officer, deputies, or end users,
unless special circumstances are warranted. LensLock requests that City not allow "sharing" of body worn cameras
as part of City's standard practice of BWC utilization.
7
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed
Paul T Barich, Mayoi
ATTEST
Donaldson, City Clerk
8
LENSL®CK
Andrew Lynch, V President of Sales
L \ca\djm\Agreements\LensLock Body Cam Agreement docx jn
LENSI
EXHIBIT "A"
PROPOSAL
LensLock Inc.
'Securing Trust One Incdenr of a Time"
13125 Danielson St. Suite 112
Poway, CA 9206,1 114A.
Tall free 888538.0589
wvrr+,LonsLock.com
ATTENTION
Chief Chris Catren
Redlands Police Department
1270 W Park Ave ,
Redlands, CA 92373
Customer ID #21-555
SHIP TO
Sgt. Sean Flynn
Issued: March 1st,2022
Proposal Valid for 60 days
Proposal Number: #21-555
Services. Body Worn Camera Svc
Payment Terms 30 Days Net
Length of Service 60 Months
Start Date April 12, 2022
SALES REPRESENTATIVE
Sean O'Grady
Regional Manager
Phone 949-690-6552
Email SOG@LensLock.com
5 Year Total
QTY
80
DESCRIPTION
Gen 12 Body Worn Camera Service UNLIMITED Data Plan
UNIT PRICE
$1,099 00
5 YEAR COST
$439,600 00
22
Gen 12 Body Worn Camera Service UNLIMITED Data Plan
$1,099 00
included
85
Holster Bluetooth Integration Devices
$199 00
included
60
Bluetooth Integration Technology System
$299 00
included
1
CAD Integration with Spillman
$28,985 00
included
1
Unlimited Outsourced LensLock Redaction
included
1
On -Site Implementation Et Training Fee One -Time Fee
$1,895 00
included
1
Shipping Et Handling Fees One -Time Fee
$1,295 00
included
5
Software ft Database Maintenance Fee Annual Fee
$495 00
included
*Total 60-month Acquisition Cost
SUBTOTAL
$439,600 00
SALES TAX (8.75%)
$38,465 00
5Y TOTAL*
$478,065 00
9
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn
EXHIBIT "B"
PERFORMANCE WARRANTY
LENSLOCK EQUIPMENT
LensLock warrants to City that the Equipment is free from defects in material and workmanship for the
duration of this Agreement ("Warranty Period") and subject to the terms set forth herein. In the event
City needs any Equipment replaced, LensLock will provide replacement hardware at no cost, unless the
Equipment has been intentionally damaged or destroyed by City City pays for shipping fees for product
returns and LensLock pays for shipping costs for product replacements. It is understood that LensLock
will require IT support from City to ensure services are optimized. Additionally, it is understood that
LensLock will set schedule for installation once City approval is obtained. Because of supply chain
demands, LensLock will make every professional effort to ensure schedule is met and installation is
completed on time. Unforeseen natural disasters, health emergencies, and acts of God beyond the
reasonable control of LensLock may prevent performance of meeting said schedule.
BODY CAMERA REFRESH SCHEDULE AND BUY-BACK OPTION
Additionally, it is understood by the parties that LensLock will refresh all cameras to City thirty (30)
months from the Effective Date of this Agreement, and that the City will receive a brand-new supply of
cameras based on the terms of this Agreement. It is understood that City owns the camera Equipment at
the end of the sixty (60) month term. City may request additional Equipment prior to the thirty -month
period but will be billed an additional set of fees for additional users and or any special orders. City must
approve said purchase in writing.
LENSLOCK ONLINE PLATFORM
LensLock warrants that the Online Platform Services. (a) will perform materially in accordance with the
LensLock published documentation, and (b) professional services will be performed in a timely and
professional manner by qualified persons with the technical skills, training, and experience to perform
such Services.
LENSLOCK TECHNOLOGY
Any additional features or functionality (service upgrades) associated with LensLock overall service
offering that City desires may be communicated directly to LensLock customer service representatives
on an ongoing basis. Said City requests (whether hardware related or software related features) will be
considered from several business perspectives, including but not limited to, vertical market applicability,
CJIS regulatory standards, financial impact, technical complexity, end -user experience, legal liability,
and competitive landscape.
If the technical requirements of City requests may be implemented in a reasonable business manner,
LensLock may or may not charge City an additional set of fees for all new features and functionality
associated with service upgrade.
It is our corporate policy that we embrace the challenge of continuous innovation to ensure our Citys are
pleased with our service offering. It is our experience that the very best ideas for our next set of
innovations come directly from our consortium of valued Law Enforcement customers. As such, please
do not hesitate to communicate City requests as they surface.
10
L.\ca\djm\Agreements\LensLock Body Cam Agreement.docx.jn