Connect Dearborn

MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF DEARBORN AND PARTNER ORGANIZATION

INTRODUCTION

THIS MEMORANDUM OF UNDERSTANDING (“Agreement”), is entered into between the City of Dearborn Police Department (hereinafter referred to as “City”) and Partner Organization (hereinafter referred to as “Partner”) (“City” and “Partner” are collectively referred to as the “Parties”), for the purpose of participating in the Axon-Fusus video and data collaboration program.


PREAMBLES

WHEREAS, the City of Dearborn Police is a municipal law enforcement organization responsible for the preservation of safety and security in the geographic area in which the City has jurisdiction.

WHEREAS, Partner is an organization, school, agency, and/or business operating within the jurisdiction of the City of Dearborn.

WHEREAS the Axon-Fusus video and data collaboration program is a program that allows for the sharing of real-time video and data between the Parties to expedite intelligence gathering and efficiency of law enforcement response to situations as they unfold throughout the City.

WHEREAS, the Parties agree that the purpose of this Agreement is the collaboration and participation of both organizations in the Axon-Fusus video and data collaboration program with the goal of increasing the safety and security of those who are at the Partner’s location(s), and for this reason this Agreement facilitates the establishment of channels of communication and sharing of video and data 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 the City on behalf of the Partner.

WHEREAS, the missions of the Parties regarding safety, security, and situational awareness are complementary;

NOW, THEREFORE, in consideration of the foregoing recitals, mutual covenants, and preambles, contained herein, and other good and valuable consideration contained in this Agreement, the Parties mutually agree to the following:


PURPOSE AND SCOPE OF SERVICES

  1. The purpose of this Agreement is to set forth guidelines for the sharing of Partner’s video sources with the City, and location of those video sources.
  2. In the case of Camera Registry with the City, the authority to determine the location of the Partner's video sources on Partner’s property is granted to the City.
  3. In the case of video integration, video access is granted by Partner to the City for video sources designated by Partner that are owned by or under management by Partner. Cameras shared must also be approved by the City as appropriate for sharing and deemed useful for purposes of enhanced situational awareness and safety of Partner and areas surrounding Partner's location(s).
  4. Partner's cameras will not be routinely monitored in real-time by the City. Video sharing by Partner with the City is intended to be done in the spirit of partnership for improved situational awareness and efficiency of law enforcement purpose or emergency response by the City.
  5. Video access by the City does not constitute commitment on the part of the City that video will be viewed in emergencies or when requested by Partner.
  6. Partner is the sole owner of the video at the time it is created by the cameras deployed on Partner’s property.
  7. The FususCORE device is connected to Partner cameras to act solely as a secure buffered video gateway. It is the means through which the City accesses video from Partner’s cameras for law enforcement or emergency purposes. The City has no access to or custody over video contained on the FususCORE at any time prior to making a digital request for video access via the FususONE software interfacing with the FususCORE. The purpose of this request is to allow the City access to the video for law enforcement or emergency purposes and consistent with the level of access granted to the video by the Partner to the City. Once requested from the Partner through FususONE, the video is transferred from the FususCORE into a cloud hosted environment which adheres to FBI Criminal Justice Information Services (CJIS) standards and complies with applicable laws governing the storage, access, and dissemination of evidentiary data.

RESPONSIBILITIES OF CITY

  1. The City will only access video sources designated by the Partner for fusion into the City’s video fusion software.
  2. The City will not share access to the Partner’s camera views with members of the public or outside of the City, without the prior written consent of Partner, unless otherwise required by law or court order.
  3. Unless otherwise required by law or court order, or if required as part of a criminal prosecution for violation of local ordinance or state or federal law, or required as part of civil litigation initiated against the City, its employees, officials, agents, or representatives, the City will limit access to videos from the Partner’s video sources to personnel responsible for monitoring the system, and authorized login metadata will be tracked and logged.
  4. Any City employee responsible for video access will be trained on system use and security of access. The City will direct any inquiries related to Partner or Partner’s video sources to the appropriate designee.

RESPONSIBILITIES OF THE PARTNER

The Partner will provide City at least one point of contact, as indicated below, with a basic understanding of Partner’s inventory and locations of surveillance cameras as may be required for video sharing. Typical configuration should take less than an hour and may require installation of additional hardware at Partner location(s). Partner 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.


LIMITATION OF LIABILITY AND INDEMNITY

  1. The Parties shall each be solely responsible and liable for their own activities and acts or omissions and those of their employees, representatives, and agents.
  2. The City shall assume full responsibility for the actions of its own employees, officers, representatives, and/or agents acting pursuant to this Agreement. All liability, loss, or damage as a result of claims, demands, costs, or judgments arising out of activities to be carried out pursuant to the obligations of the City under this Agreement are the responsibility of the City, if such liability, loss, or damage is caused by, or arises out of, the actions or failure to act on the part of the City and its employees, officers, representatives, and/or agents.
  3. To the fullest extent permitted by law, the City agrees to indemnify, defend, and hold harmless the Partner, its officers, employees, agents, representatives, or volunteers from any and all claims, suits demands, judgments, liens, or causes of action made against the Partner, its officers, employees, agents, representatives, or volunteers, for the actions of the City, its elected and appointed officials, officers, employees, agents, representatives, or volunteers.
  4. The Partner shall assume full responsibility for the actions of its own employees, officers, representatives, and/or agents acting pursuant to this Agreement. All liability, loss, or damage as a result of claims, demands, costs, or judgments arising out of activities to be carried out pursuant to the obligations of the Partner under this Agreement are the responsibility of the Partner, if such liability, loss, or damage is caused by, or arises out of, the actions or failure to act on the part of the Partner and its employees, officers, representatives, and/or agents.
  5. To the fullest extent permitted by law, the Partner agrees to indemnify, defend, and hold harmless the City from any and all claims, suits, demands, judgments, liens, or causes of action made against the City, its elected and appointed officials, officers, employees, agents, representatives, or volunteers, for the actions of the Partner, its officers, employees, agents, representatives, or volunteers.
  6. Nothing contained in this Agreement shall be construed as an express or implied waiver by the City of its governmental immunity, or the assumption by the City or Partner of a debt, contract, or liability of the other party.
  7. Neither party may assign this Agreement, nor any part, nor subcontract any of the work or services to be performed without the other party’s prior written approval.
  8. The hold harmless/indemnity provisions set forth herein shall survive the termination of this Agreement.

NO EMPLOYER-EMPLOYEE, CONTRACTOR, SUB-CONTRACTOR, PARTNER, JOINT VENTURE, REPRESENTATIVE OR AGENT RELATIONSHIP

  1. The Parties agree that neither the City, the Partner, nor any officer, agent, or employee of either, shall be considered or asserted to be an employee, contractor, sub-contractor, partner, joint venture, representative, or agent of the other. No liability, right or benefit associated with any of the above referenced relationships shall be implied by the terms of this Agreement or services, activities or duties performed under this Agreement.
  2. Each Party shall be responsible for all benefits for its employees and officers, including but not limited to, wages, salaries, disability payments and/or benefits, pension benefits, worker’s compensation claims and/or benefits, including derivative benefits, dependent benefits or other benefits relating to disability and worker’s compensation, an claims for damages to or destruction of its own equipment.

EFFECTIVE DATE, DURATION, AMENDMENT, ASSIGNMENT AND TERMINATION.

  1. Unless otherwise terminated as provided herein, this Agreement shall become effective as of the date the last signatory signs.
  2. This Agreement shall remain in full force and effect for the period of time that the Partner continues to use the video sources that are the subject of this Agreement, unless a Termination Notice is provided for not less than 30 calendar days prior to the date of termination as described herein.
  3. The Agreement may be renewed at the end of this period by mutual written agreement by both Parties.
  4. This Agreement may only be amended in writing by duly authorized consent of the Parties hereto.
  5. This Agreement may neither be assigned nor sublet in whole or in any part by any Party without the prior written consent of the other Party.
  6. Any Party may terminate this Agreement and any related agreement at any time and for any reason by giving written notice to the other Party. Such notice shall be provided no less than 30 calendar days prior to the date of termination.

NOTICE

  1. Any written notice required or permitted under this Agreement shall be considered delivered to a Party as of the date that such notice is deposited, with sufficient postage, with the U.S. Postal Service or otherwise affirmatively acknowledged if sent by electronic communication.

  2. All notices under this Agreement are to be sent to the Chief of Police on behalf of the City, and to the individual designated by the Partner to receive such notice.

    FOR THE CITY OF DEARBORN:
    Issa Shahin (or successor)
    Chief of Police, City of Dearborn
    16099 Michigan Ave.
    Dearborn, MI 48126
    (313) 943-2235
    ishahin@dearborn.gov

    With a Copy to:
    The City of Dearborn
    Dearborn Administrative Center, Ste. 14
    16901 Michigan Ave.
    Dearborn, Michigan 48126
    Attention: Corporation Counsel

    FOR THE PARTNER:
    [Designated individual]
    [Title]
    [Address]
    [Phone number]
    [Email address]


INTEGRATION AND BINDING EFFECT

  1. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof.
  2. This Agreement shall supersede and/or replace any oral or written agreement(s) relating to this subject matter entered into by the Parties before the date of this Agreement.
  3. This Agreement shall be binding upon and inure to the benefit of any successor entity, which may assume the obligations of any Party hereto.

ENTIRE AGREEMENT

  1. This Agreement sets fort the entire Agreement between the Parties.
  2. Language of this Agreement shall be construed as a whole according to its fair meaning and not constructed strictly for or against any Party.
  3. The Parties acknowledge that they have taken all actions and secured all approvals necessary to authorize and complete this Agreement.

CONTROLLING LAW AND JURISDICTION

  1. This Agreement is made and entered into in the State of Michigan and shall in all respects be interpreted, enforced and governed under the laws of the State of Michigan.
  2. Except as otherwise required by law or court rule, any action brought to enforce, interpret or decide any claim arising under this Agreement shall be brought in the Third Judicial Circuit Court for Wayne County, Michigan, where jurisdiction and venue are proper.
  3. This Agreement is not intended to increase or decrease either Party’s liability or immunity from tort claims, and neither Party waives any immunity to which it may be entitled by statutory or common law or otherwise.

SEVERABILITY

If a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, then that provision shall be deemed severed from this Agreement. The remainder of this Agreement shall remain in full force and effect.