General Terms and Conditions for Connect Seminole Device Integration

Unless there is a fully signed, written agreement between you or your organization (COOPERATING ENTITY or CE) and the Seminole County Sheriff's Office ("SCSO" or "SHERIFF") the following contractual terms and conditions apply to the performance of any obligations under these terms relating to your participation in the Connect Seminole Program. The COOPERATING ENTITY's installation of a fususCORE device that plugs into CE's camera system for integration of security cameras into the Connect Seminole System, shall constitute acceptance of the below terms and conditions. These General Terms and Conditions apply for All integrated security cameras and data.

WHEREAS, SHERIFF is a law enforcement agency as defined in Florida Statute 943.10(4), committed to enhancing the quality of life of the residents of Seminole County through the reduction of crime and the fear of crime.

WHEREAS, COOPERATING ENTITY operates/resides within the jurisdiction of the SHERIFF.

WHEREAS, as part of its operations, COOPERATING ENTITY voluntarily creates, acquires, and stores certain data, including but not limited to audio-visual data generated by onsite security surveillance systems, hereinafter "CE Data".

WHEREAS, SHERIFF desires to access CE Data in furtherance of its law enforcement responsibilities.

NOW, THEREFORE, in consideration of the mutual understandings and agreements set forth herein, the Parties agree as follows:

Section 1. General Provisions

a. The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the PARTIES have relied.

b. Each party represents to the other that it has undertaken all necessary actions to enter this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it.

c. When the term "law" is used herein, said phrase shall include statutes, codes, rules and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction.

d. It is agreed that nothing herein contained is intended or should be construed as in any manner establishing a relationship of co-partners between the PARTIES, or as constituting COOPERATING ENTITY (including, but not limited to, its deputies, employees, and agents) the agent, representative, or employee of SHERIFF for any purpose, or in any manner, whatsoever.

e. Persons employed by COOPERATING ENTITY in the provision and performance of the services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to SHERIFF's deputies and employees either by operation of law or by SHERIFF.

f. COOPERATING ENTITY shall not knowingly engage in any action that would create a conflict of interest in the performance of any action by any SHERIFF employee or other person during the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government.

Section 2. Effective Date and Term

a. The Effective Date will be the date when the CE integrates its camera(s) with the Connect Seminole System by installing a fususCORE device that plugs into CE's camera system for integration of security cameras into the Connect Seminole System. The term of this Agreement shall remain in effect for a period of five (5) years from that integration 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.

b. Either party may terminate this Agreement upon sixty (60) days written notice provided to the other party according to Section XI below.

d. This Agreement may only be amended, supplemented or modified by a formal written amendment. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the PARTIES.

Section 3. Purpose

a. The purpose of this Agreement is to establish terms and conditions under which the COOPERATING ENTITY will share CE Data with the SHERIFF.

b. CE Data access is granted by COOPERATING ENTITY to data sources designated by COOPERATING ENTITY that are owned by or under management by COOPERATING ENTITY. Any cameras shared must also be approved by SHERIFF as appropriate for sharing and deemed useful for SHERIFF's mission.

c. It is neither intended nor expected that COOPERATING ENTITY's cameras will be routinely monitored in real-time by SHERIFF. Video sharing by COOPERATING ENTITY with SHERIFF is intended to be done in the spirit of partnership for improved situational awareness and efficiency of emergency response by SHERIFF. Any monitoring by SHERIFF will be at the exclusive discretion of SHERIFF.

d. COOPERATING ENTITY explicitly acknowledges that COOPERATING ENTITY may not rely on SHERIFF's access to CE Data for any purpose, explicitly disclaims and waives any claim founded on any such reliance, and further states its understanding that CE Data access by SHERIFF does not constitute commitment on the part of SHERIFF that CE Data will be viewed in emergencies or when requested by COOPERATING ENTITY.

Section 4. Cooperation

It is agreed that both parties shall provide all reasonable and necessary cooperation and assistance to facilitate the terms of this Agreement.

Section 5. Compensation

It is Agreed that there shall be no cost to SHERIFF for the sharing of CE Data and that this Agreement is entered in consideration of the mutual benefit of the Parties and not for the exchange of salary, wages, or other remuneration of any kind.

Section 6. Responsibilities of SHERIFF

a. Under the terms of this Program, SHERIFF will only access CE Data designated by COOPERATING ENTITY for fusion into SHERIFF's video fusion software. Nothing in this Agreement restricts or prohibits SHERIFF from accessing CE Data through any other lawful means.

b. SHERIFF will not share access to COOPERATING ENTITY's camera views with members of the public, or outside of SHERIFF, without the prior written consent of COOPERATING ENTITY. Notwithstanding any other provision within this Agreement, any CE Data that is received and retained by SHERIFF will be treated in accordance with the Florida Public Records Law.

c. SHERIFF will ensure video access is strictly limited to personnel responsible for monitoring the system, and authorized login metadata will be tracked and logged.

d. SHERIFF will ensure any employee granted video access is trained on system use and security of access.

Section 7. Responsibilities of COOPERATING ENTITY

a. COOPERATING ENTITY will provide SHERIFF at least one point of contact, as indicated below, with a basic understanding of COOPERATING ENTITY's inventory and locations of surveillance cameras as may be required for video sharing.

b. Typical configuration should take less than an hour and may require installation of additional hardware at COOPERATING ENTITY's location(s). COOPERATING ENTITY will provide information needed by the SHERIFF for the system to operate; including but not limited to, camera make, model, IP address, and Camera and/or associated DVR/NVR login information.

Section 8. Limitation of Liability

Each party shall be responsible for its own employees and for its own negligent acts or omissions. Nothing in this Agreement shall be construed as a waiver of any privilege, defense or immunity afforded by law to any of the parties to this agreement or their respective employees, deputies or agents, including but not limited the protections and immunities of sovereign immunity under Florida Statutes §768.28, et. seq. Pursuant to 768.28(18) Florida Statutes, SHERIFF does not waive any defense of sovereign immunity, or increases the limits of its liability, upon entering into this Agreement. This Agreement does not contain any provision that requires one party to indemnify or insure the other party for the other party's actions, or to assume any liability for the other party's actions. Nothing in this Agreement shall inure to the benefit of any third party for purposes of allowing any claim against any party, which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law.

Section 9. Remedies

The rights and remedies of the PARTIES, provided for under this Agreement, are in addition to any other rights and remedies provided by law.

Section 10. Notices and Agency Points of Contact

Whenever any party desires or is required by law or these Terms and Conditions to give notice unto the other party, notification shall be sent by certified mail or hand-delivered to the below identified designated representatives who are to hereby designated to represent the PARTIES in all matters pertaining to and arising from the work and the performance of this Agreement:

For SHERIFF:
Seminole County Sheriff's Office
Attn: Commander for Domestic Security
100 Eslinger Way
Sanford, Florida 32773

SHERIFF will send notices to the registered address for the COOPERATING ENTITY (provided to Sheriff during initial Level 1 video camera registration and requests for CE data will be sent via the fususONE software interfacing with the fususCORE).

Section 11. Employee Status

Persons employed by SHERIFF in the performance of services and functions pursuant to this Agreement are deemed not to be the employees or agents of COOPERATING ENTITY, nor do these employees have any claims to pensions, worker's compensation, unemployment compensation, civil service or other employee rights or privileges granted to COOPERATING ENTITY's deputies and employees either by operation of law or by COOPERATING ENTITY. Persons employed by COOPERATING ENTITY in the performance of services and functions pursuant to this Agreement are deemed not to be the employees or agents of SHERIFF, nor do these employees have any claims to pensions, worker's compensation, unemployment compensation, civil service or other employee rights or privileges granted to SHERIFF's deputies and employees either by operation of law or by SHERIFF.

Section 12. Dispute Resolution

In the event of a dispute or a claim arising under this agreement, the parties agree to exercise best efforts to resolve disputes. The parties agree that, in the event that any dispute cannot be resolved informally, either Party may terminate the Agreement in accordance with the provisions of this Agreement. The parties further agree that any action arising under, or related to this Agreement, will be tried to the Court, and the parties hereby waive the right to jury trial as to such action.

Section 13. Governing Law

This Agreement shall be interpreted and construed in accordance with and be governed by the laws of the State of Florida. Any controversies or legal problems arising out of this Agreement and any action involving the enforcement or interpretation of any rights hereunder shall be submitted to the jurisdiction of the State courts of the Eighteenth Judicial Circuit of Seminole County, Florida.

Section 14. Parties Bound

This Agreement is binding upon and inures to the benefit of SHERIFF and COOPERATING ENTITY, and their successors and assigns.

Section 15. Conflict of Interest

a. Each party agrees that it shall not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Agreement with the other party or which would violate or cause third parties to violate the provisions of Part III, Chapter 112, Florida Statutes, as this statute may be amended from time to time, relating to ethics in government.

b. Each party hereby certifies that no deputy, agent or employee of that party has any material interest (as defined in Section 112.312(15), Florida Statutes, as the statute may be amended from time to time, as over 5%) either directly or indirectly, in the business of the other party to be conducted here, and that no such person will have any such interest at any time during the term of this Agreement.

c. Each party has the continuing duty to report to the other party any information that indicates a possible violation of this Section.

Section 16. Entire Agreement

a. It is understood and agreed that the entire Agreement of the parties is contained herein and that this Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof, as well as any previous Agreement presently in effect between the parties relating to the subject matter hereof.

b. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing, approved by the respective parties and duly executed on behalf of each party as set forth herein.

Section 17. Severability

If any provision of this Agreement or the application of this Agreement to any person or circumstance is held invalid, it is the intent of the parties that the invalidity will not affect other provisions or applications of this Agreement which can be given effect without the invalid provision or application, and to this end the provisions of this Agreement are declared severable.

Section 18. Force Majeure

Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, terrorism, revolution, civil commotion, strike, epidemic, pandemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. Notwithstanding the foregoing, any pandemic or epidemic, including but not limited to those related to COVID-19 and its mutations, and related issued executive orders and/or administrative orders by and federal, state, or local government entity related to any pandemic or epidemic, shall NOT be considered a force majeure event and is expressly excluded from the definition herein and said event shall not prevent either party from timely performing its functions under this Agreement.

Section 19. No Third-Party Beneficiaries

This Agreement is for the benefit of the parties hereto, and is not entered into for the benefit of any other person or entity. Nothing in this Agreement shall be deemed or construed to create or confer any benefit, right or cause of action for any third party or entity.

Section 21. Headings and Captions

All headings and captions contained in this Agreement are provided for convenience only, do not constitute a part of this Agreement and may not be used to define, describe, interpret or construe any provision of this Agreement.

Section 22. Termination

This Agreement may be terminated for reasons of enforcement or convenience or other good cause by SHERIFF or COOPERATING ENTITY. Either party may terminate this Agreement upon sixty (60) days written notice provided to the other party. Notice of termination must be delivered to other party as provided for in Section XI of this Agreement.