Terms and Conditions

Providing for Access to the Owner’s Private Security Camera System

THIS MEMORANDUM OF UNDERSTANDING (“MOU”) to provide access to the security camera system by and between The City of Memphis, through its Division of Police Services, hereafter referred to as “CITY” or “MPD” and ________________, hereafter referred to as “Participant” with its principal address at ________________.

WHEREAS, Memphis Police Department is a law enforcement organization responsible for the preservation of safety and security in the geographic area in which the City has jurisdiction, and as such, City has established the Connect Memphis program; and

WHEREAS, Connect Memphis is the latest public safety initiative that provides community members with a new way to communicate and combat crime; and

WHEREAS , Participant is an entity operating within the jurisdiction of the City; and

WHEREAS, community participation in Connect Memphis will greatly enhance emergency preparedness by enabling police, fire, and public safety professionals to better assess and rapidly respond to criminal activity and emergency situations; and

WHEREAS, this Agreement has as its objective the collaboration of both City and Participant for the safety and security of those who are at Participant’s location(s),and for this reason this Agreement facilitates the establishment of channels of communication and sharing of video sources that permit the creation and interchange of information, as well as collaboration with the expressed goal of providing enhanced responsiveness and situational awareness for City; and

WHEREAS, the missions of the City and Partner are complementary;

NOW THEREFORE, the parties desire to enter into this MOU to set forth the roles and responsibilities with regard to the Connect Memphis program:

1. GOAL
   The goal of this Agreement is to set forth guidelines for sharing of Participant’s video with MPD.

2. PURPOSE
   Video access is granted by Participant to video sources designated by Participant that are owned by or under management by Participant. Cameras shared must also be approved by City as appropriate for sharing and deemed useful for purposes of enhanced situational awareness and safety of Participant and areas surrounding Participant’s location(s). It is neither intended nor expected that Participant’s cameras will be routinely monitored in real-time by City. Video sharing by Partner with City is intended to be done in the spirit of partnership for improved situational awareness and efficiency of emergency response by City. Video access by City does not constitute commitment on the part of City that video will be viewed in emergencies or when requested by Participant.

3. RESPONSIBILITIES OF CITY
   City will only access video sources designated by Participant for fusion into City’s video fusion software. City will not share access to Participant’s camera views with members of the public, or outside of City, without the prior written consent of Participant. Further, City will ensure video access is strictly limited to personnel responsible for monitoring the system, and authorized login metadata will be tracked and logged. City will ensure any employee responsible for video access is trained on system use and security of access. The City will direct any inquiries related to Participant or Participant’s video sources to the appropriate designee as indicated in Section 4 herein.

4. RESPONSIBILITIES OF PARTICIPANT
   Participant will provide City at least one point of contact, with a basic understanding of Participant’s inventory and locations of surveillance cameras as may be required for video sharing. Typical configuration may require installation of additional hardware at Participant location(s). Participant will provide information needed by the City for the system to operate; including but not limited to, camera make, model, IP address, and Camera and/or associated DVR/NVR login information.

5. EFFECTIVE DATES AND AMENDMENTS
   This MOU shall take effect upon signing by both parties and shall remain in effect for a period of one year one (1) year from that date, unless earlier terminated. Neither party may assign or transfer all or any portion of this MOU without the prior written consent of the other party.
   The MOU may be renewed at the end of this period by mutual written agreement by both parties. The provisions of this MOU may only be amended or waived by mutual written agreement by both parties. Any party may terminate this MOU and any related agreement at any time for any reason by giving written notice to the other party.

6. LIMITATION OF LIABILITY
   IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS, OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT.

7. ENTIRETY
   This Agreement embodies the entire and complete understanding and agreement between the parties and no amendment will be effective unless signed by the parties.

8. NOTICES
   Whenever either party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested, courier, evidenced by a delivery receipt or by an overnight express delivery service addressed to the party for whom it is intended at the place last specified, and the place for giving of notice, shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice. Notice shall be effective upon delivery.

• For MPD:
• Joe Oakley
  Deputy Chief of Information Technology
  Memphis Police Department
  Real Time Crime Center
  600 Jefferson Ave, Suite 400 Memphis, TN 38105
• With copy to:
  City of Memphis
  Chief Legal Officer/City Attorney125 N. Main Street-Room 336
  Memphis, TN 38103