266-26 Agreement with LensLock.pdf

266-26 AGREEMENT BETWEEN THE TOWNSHIP OF WEST ORANGE AND LENSLOCK, INC. FOR THE THIS AGREEMENT, made this 29th day of September, 2026 BETWEEN: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Hereinafter Referred to as the “Township” AND: LensLock, Inc. 10089 Willow Creek Road, Suite #200 San Diego, California 92131 Hereinafter referred to as “Contractor.” WHEREAS, pursuant to N.J.S.A. § 40A:11-5(1)(dd), the provision or performance of goods or services for the support or maintenance of proprietary computer hardware and software may be negotiated and awarded by the governing body without public advertising for bids and awarded by resolution of the governing body; and WHEREAS, the Township of West Orange Police Department (the “Police Department”) currently utilizes Body Worn Cameras (“BWC”) and In-Car Camera Audio/Video Recording Systems, purchased from LensLock; and WHEREAS, LensLock provides the Police Department with services related to the cameras and audio/video recording systems including redaction of videos, on-site repair, training, and proprietary offloading services to a cloud-based storage system, Microsoft Azure Government Cloud; and WHEREAS, the Contractor’s proprietary embedded software, developed by the Contractor’s engineers, supports the offloading of recorded evidence from the body-worn cameras and in-car systems; WHEREAS, without the Contractor’s proprietary embedded software, the body-worn cameras and in-car systems would be unable to offload recorded evidence, eventually causing the devices to reach their storage capacity; and WHEREAS, the Township has utilized the Contractor’s services since September 2023, and is satisfied with the services provided. NOW, THEREFORE, in consideration of the terms, conditions and stipulations hereinafter set forth, it is mutually agreed by and between the parties: 1. WORK TO BE PERFORMED

Contractor shall provide or has already provided the following equipment: a. 72 Genesis 12.5 BWC Equipment; b. 7 Genesis 12.5 BWC Equipment – Command; c. 15 Genesis 12.5 BWC Equipment – Detective; d. 10 Genesis 12.5 BWC Equipment – Backup; e. 90 BWC Accessories; f. 12 Hawk 6 In-Car Video System Equipment; and g. 12 Bluetooth Integrated Technology Systems Contractor shall perform the following services: a. Continued supply and delivery to the Township of Body Worn Cameras and Data Storage as specified, required, and indicated in strict conformance with the original Bid Specifications, as attached hereto as “Exhibit A;” and b. Provision of all products, materials, equipment, and services, at Contractor’s own cost and expense, necessary for the full and complete performance of the work as set forth within this agreement and the original Bid Specifications, including, but not limited to, redaction of videos, on-site repairs, training, and proprietary offloading services, as well as the following: 1. 72 Genesis 12.5 BWC Services; 2. 7 Genesis 12.5 BWC Services – Command; 3. 15 Genesis 12.5 BWC Services – Detective; 4. 10 Genesis 12.5 BWC Services – Backup; 5. 12 Hawk 6 In-Car Video System Services; 6. Pro-Grade Outsourced Redaction; and 7. End to End Hardware Guarantee. To the extent of any inconsistency between this Agreement and the Bid Specifications, this Agreement shall govern as to that inconsistency over the Bid Specifications. 2. RETENTION OF BODY WORN CAMERA RECORDINGS The Contractor shall retain all BWC recordings within the Microsoft Azure Government Cloud and at all times as set forth herein, the Police Department shall have access to the body worn camera recordings, in accordance with New Jersey Attorney General Law Enforcement Directive No. 2021-5 as follows: a. BWC recordings shall be retained by the law enforcement agency that employs the officer for a minimum 180-day retention period; b. BWC recordings, which contain an encounter which a complaint has been registered by a subject of said BWC recording, shall be retained for a minimum of three (3) years;

c. BWC recordings pertaining to a criminal investigation or information that may be subject to discovery in a prosecution, the recording shall be treated as evidence and shall be kept in accordance with the retention period for evidence in a criminal prosecution; d. BWC recordings of an arrest that did not result in an ongoing prosecution, or recordings of the use of police force, shall be kept until the expiration of the statute of limitations for filing a civil complaint against the officer or the employing law enforcement agency; e. BWC recordings of an incident that is the subject of an internal affairs complaint shall be kept pending final resolution of the internal affairs investigation and any resulting administrative action; and f. BWC recordings that are requested to be retained pursuant to the New Jersey Attorney General Law Enforcement Directive No. 2021-5, section 8.3 shall be retained for a minimum of three (3) years. 3. QUALITY, PERFORMANCE, AND WARRANTIES a. The Contractor expressly warrants that all goods delivered shall be in accordance with the Bid Specifications and this Agreement and will be fit and sufficient for their ordinary intended purpose, of merchantable quality, of good material and workmanship and free from defect. Unless otherwise expressly provided, all goods furnished and delivered must be standard new goods/equipment, of the best quality in their kind and grade, and of the most efficient and effective design and type available for the purpose for which they are intended, that such parts are all in production, readily available and not likely to be discontinued; also, that no attachment or part has been substituted or applied contrary to manufacturer’s recommendations and standard practice. All goods supplied to the Township and operated by electrical current shall be UL approved. b. All new goods are to be unconditionally guaranteed for a period of at least one (1) year (or as otherwise provided in the Technical Specifications or Special Conditions) from time of delivery and/or installation and prompt service rendered without charge, regardless of geographic location.

c. The Contractor agrees that it is capable of servicing all systems and components of the brand/category of goods, with sufficient quantities of parts necessary for proper service to goods and equipment and trained mechanics who are regularly employed to make necessary repairs to equipment. d. The Contractor agrees to immediately replace any goods, which are rejected as defective, inferior or that fail to meet the requirements of the Township, at the Contractor’s expense and is responsible for return freight or restocking charges. e. The Contractor agrees that all warranties will survive acceptance of, delivery of, and payment for, the goods, whether any defects are latent or patent, and agrees to indemnify and hold the Township harmless from any loss, damage, or other expense whatsoever, including attorney's fees, that the Township may suffer as a result of the failure of such goods to be as warranted. f. Contractor warrants and represents that Contractor has absolute title to and full right to dispose of the goods purchased under this Contract, and that there are no liens, security interests or encumbrances of any kind against the goods. g. Contractor warrants and expressly represents that it has good title to all goods furnished and shall deliver the same to the Township free from any claims, liens or charges. Nothing herein shall be construed to be a waiver by the Township of any warranty, expressed or implied, except as specifically and expressly stated in a writing executed by the Authorized Representative of the Township. 4. CONSIDERATION The Township shall compensate the Contractor $76,000.80 as follows: 72 Genesis 12.5 BWC Equipment and Service $64,728.00 15 Genesis 12.5 BWC Equipment and Service – Detective $7,485.00 12 Hawk 6 In-Car Video System Equipment and Service $22,788.00 Discount ($19,000.20) 5. NOT-TO EXCEED AMOUNT

Total compensation under this Agreement shall not exceed $76,000.80 (the “Not-to- Exceed Amount”) without a further written encumbrance and additional authorization by resolution of the Township Council. 6. PAYMENT Payment shall be made by the Township within thirty (30) days of the receipt and approval of itemized bills and vouchers. No payments may be made in advance of services pursuant to N.J.S.A. 40A:5-16. 7. TERM The term of this agreement shall be from November 1, 2026, through October 31, 2027, unless earlier terminated in accordance with the provisions set forth in Section 16, below. 8. NEW JERSEY LAW This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey notwithstanding any provisions of such laws relating to jurisdiction. 9. PARTIAL INVALIDITY If any term, condition, or provision of this Agreement or the application thereof to any person or circumstance shall, at any time, or to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those to which this Agreement is invalid or unenforceable, shall not be affected thereby, and each term, condition, and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law, provided, however, that no such invalidity shall in any way reduce the services to be performed by the Contractor for the Township. 10. NO ASSIGNMENT The Contractor shall not assign, transfer, convey, sublet, or otherwise dispose of this Agreement or its right, title or interest in or to the same or any part thereof without prior written consent of the Township and the approval of the Township’s Municipal Council.

11. BINDING ON SUCCESSORS Except as otherwise provided in this Agreement, all agreements’ terms, provisions and conditions to this Agreement shall be binding on and inure to the benefit of the parties hereto, their respective personal representatives and successors. 12. MODIFICATIONS No modification of this Agreement or work change orders shall be valid or binding unless the modifications shall be in writing, approved by the Township’s Municipal Council and executed by the Township and the Contractor. 13. NO WAIVER No waiver of any term, provision or condition contained in this Agreement or any breach of any such term, provision or condition shall constitute a waiver of any subsequent breach of such term, provision or condition by either party, or justify or authorize the non-observance on any other occasion of the same, or any other term, provision, or condition of this Agreement by either party. 14. CAPTIONS The captions or the paragraph headings contained in this Agreement are solely for purposes of convenience and shall not be deemed part of this Agreement for the purpose of construing the meaning thereof or for any other purpose. 15. OWNERSHIP OF RECORDS All records and data relating to work performed for the Township shall belong to the Township and shall be surrendered to the Township upon the expiration or termination of this Agreement, except that the Contractor will retain such information as is necessary to maintain a complete work record. The Contractor shall not use such information or data except for the performance of the service hereunder, without the prior written permission of the Township. 16. INSURANCE

The Contractor performing work for or on behalf of the Township shall keep in force the following types of insurance at its own expense and underwritten by a company licensed to do business in the State of New Jersey and acceptable to the Township. The Township reserves the right to accept, amend or modify any of the conditions listed. The Township must be notified within three (3) days of an offense, which may result in a claim. The Contractor shall not take any action to cancel any of the insurance required under this Agreement without the approval of the Township. The maintenance of insurance under this section shall not relieve the Contractor of any liability greater than the insurance coverage. The Contractor must provide insurance certificates to the Township. a. WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE with limits of not less than $1,000,000.00 will be maintained in full force during the life of this contract by the Contractor covering all employees engaged in performance of this contract pursuant to N.J.S.A. 34:15-12(a) and N.J.A.C. 12-235-1.6. b. GENERAL LIABILITY INSURANCE with limits of not less than $1,000,000.00 for Bodily Injury and Property Damage Liability each occurrence and $2,000,000.00 General Aggregate will be maintained in full force during the life of the contract by the Contractor. The policy will include Contractor's protective liability insurance (also known as contingent liability insurance) with the same limits. In the event more than one insured is named in the policy, a CROSS LIABILITY endorsement will be included which provides that the employees of each of the named insureds are not excluded under the policy as respect to claims that are made against other named insured. c. AUTOMOBILE LIABILITY INSURANCE with limits of not less than $1,000,000.00 Liability and Property Damage Liability Combined Single Limit, $1,000,000.00 Uninsured Motorist and Underinsured Motorist, $1,000,000.00 Owned, Hired and Non- owned Automobile, will be maintained in full force during the life of this contract by the Contractor. d. PROFESSIONAL LIABILITY INSURANCE with the limits of not less than $2,000,000.00 maintained in full force during the life of the contract by the Contractor. 17. INDEMNIFICATION AND HOLD HARMLESS

The Contractor shall, at its sole cost and expense, defend, indemnify, and hold harmless the Township, including their employees, officers, agents, servants, representatives, and officials, from and against any and all claims, actions, lawsuits, penalties, fines, losses, damages, liabilities, judgments, demands, and expenses, including, but not limited to, attorney’s fees and costs which arise out of the performance of this Agreement. This indemnification provision shall include, and not be limited to, the following: the violation of any records retention policy, including without limitation, the Attorney General Law Enforcement Directive 2021-5. Additionally, this indemnification provision shall apply to any and all claims, actions, judgments, penalties, liabilities, damages, losses or expenses, caused in whole or in part, by the negligence, professional error, or omission of the Contractor or any person employed by it. The Contractor shall provide to the Township with evidence that, at all times during the term of this Agreement, it has obtained statutory professional liability and any other statutorily required coverages. No limitations on the foregoing indemnity shall impair or limit the Township’s recourse to the insurance coverage set forth herein. 18. TERMINATION The Township may terminate the Agreement upon twenty (20) days written notice to the other party. Upon such termination, the Township shall pay the Contractor for all services performed hereunder up to the date of such termination in accordance with the payment terms of this Agreement as well as all reasonable costs and expenses incurred by the Contractor in effecting the termination, including, but not limited to non-cancelable commitments and demobilization costs. 19. FORCE MAJEURE Neither Party shall be liable to the other, or considered in default or breach of this Agreement, for any failure or delay in performing its obligations, except for obligations to make payments already owed, if the failure or delay results from circumstances beyond the impacted Party’s reasonable control. Such circumstances include, but are not limited to: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war; (d) government order or law; (e) actions, embargoes, or blockades; (f) national or regional emergency; (g) strikes, labor stoppages, slowdowns, or other industrial disturbances; (h) epidemic,

(c) war; (d) government order or law; (e) actions, embargoes, or blockades; (f) national or regional emergency; (g) strikes, labor stoppages, slowdowns, or other industrial disturbances; (h) epidemic, pandemic, or State of Emergency

declared by the State of New Jersey; and (i) other similar events beyond the impacted Party’s reasonable control. 20. ENTIRE AGREEMENT This Agreement, including the attachments referenced herein, contains the entire Agreement of the parties hereto and may not be amended, modified, released or discharged, in whole or in part, except as specifically provided herein or in an instrument in writing executed by the parties hereto. 21. EFFECTIVE DATE OF CONTRACT This Agreement shall not become binding upon the parties until the Township adopts a bond ordinance and/or appropriates the funds necessary for this Agreement and the Township’s Chief Financial Officer certifies to the availability of funds if applicable pursuant to N.J.AC. 5:30-5.4 22. NON-FAIR AND OPEN This Agreement has been awarded to the Contractor pursuant to pursuant to N.J.S.A. § 40A:11-5(1)(dd), whereby “[a]ny contract the amount of which exceeds the bid threshold may be negotiated and awarded by the governing body without public advertising for bids and bidding therefor and shall be awarded by resolution of the governing body if: The subject matter thereof consists of... [t]he provision or performance of goods or services for the support or maintenance of proprietary computer hardware and software, except that this provision shall not be utilized to acquire or upgrade non-proprietary hardware or to acquire or update non-proprietary software.” 23. PAY TO PLAY REQUIREMENT The Contractor is advised of the responsibility to file an annual statement on political contributions with the New Jersey Election Law Enforcement Commission pursuant to N.J.S.A. 19:44A-20.8 (P.L. 2004, c.19, s.7, amended 2005, ch.51, s.15) if the Contractor received contracts in excess of $50,000 from public entities in a calendar year. It is the Contractor’s responsibility to determine if filing is necessary. Additional information on this requirement is available from ELEC at 888-313-3532 or at www.elec.state.nj.us.