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Home My WebLink AboutAGR-7857 - THE REGENTS OF THE UNIVERSITY OF CALIFORNIA SAN DIEGO - SCRIPPS INSTITUTION OF OCEANOGRAPHY - MEMORANDUM OF UNDERSTANDINGDocusign Envelope ID:46FD56BA-4D57-4988-9AOB-9B451B6359BC Initial Memorandum of Understanding AGR-7857 Between Entered on: September 23, 2025 The Regents of the University of California, Scripps Institution of Oceanography, City of Orange This Memorandum of Understanding ("MOU") is entered into by and between The Regents of the University of California, UC San Diego, Scripps Institution of Oceanography, a University of California campus, (hereinafter"Scripps"),and City of Orange(hereinafter"City"), for the purposes of obtaining, installing, monitoring, and maintaining a network of fire cameras. Scripps and CITY may be referred to individually as "Party" and collectively as "Parties." This MOU has been created to clearly define the roles and expectations for Scripps and CITY. Background In collaboration with corporate entities and public agencies, Scripps has established fire camera networks throughout the CA and now would like to improve the network in the City of Orange. Scripps will install additional cameras in the City of Orange and related equipment and Scripps will incorporate them into the existing camera network. First responders would have priority in the use and manipulation of the cameras within their respective jurisdictions. Scripps would also have control to manipulate the cameras i.e., liveview), but would defer priority to first responders (e.g., CITY, Sheriff, and CAL FIRE). Control of the cameras and priority will be addressed at camera workshops provided by Scripps. The camera footage would be broadcast publicly online, and any recordings made would be saved and maintained by Scripps. II. Roles and Responsibilities Scripps and CITY each agree to be direct and proactive with each other in raising any concerns relating to this MOU. The expectations of the Parties,individually and mutually, are specified below: A. Scripps agrees to perform the follow tasks at its own expense: 1. Install, maintain, and update all software necessary for the full function of the provided cameras. This includes all firmware updates and patches from the camera vendor. Updates must be installed within 60 days of release or on CITY's request. 2. Provide unfettered access to any recordings or copies of recordings, in whatever format, made or kept resulting from any entity's use of the cameras provided to CITY. 1 Docusign Envelope ID:46FD56BA-4D57-4988-9A0B-9B451 B6359BC 3.Ensure that First Responders always have priority in the use and manipulation of the cameras on CITY property. Access to any camera by any entity other than CITY must be first authorized by CITY and Scripps. CITY/Scripps shall have the ability to add/remove users as needed. 4.Provide audit logs to CITY that identify individuals that access provided cameras. 5.Take reasonable and appropriate steps to secure access to provided cameras. 6.Cooperatively work with CITY Staff to resolve any identified security vulnerabilities or configuration issues on provided cameras that could present risk to CITY. 7.Comply with any responsibilities or obligations assigned to Scripps as described in Paragraph IV. B. CITY agrees to perform the follow tasks at its own expense: 1.Provide sites for Scripps to install cameras on CITY property. Scripps is responsible for replacing broken cameras and hardware or maintenance of the cameras. 2.Comply with any responsibilities or obligations assigned to CITY as described in Paragraph IV. C. The Parties mutually agree to: 1.Work in a collaborative and cohesive manner to support each other in carrying out the goals and terms of this MOU. 2.Comply with any responsibilities or obligations mutually assigned to the Parties as described in Paragraph IV. III. Term of Agreement This MOU shall be considered effective March 1, 2025, and shall remain in effect until June 30, 2027 unless otherwise mutually agreed upon in writing by the Parties. Any Party may terminate this MOU without cause by providing thirty (30) days' advance written notice to the other Party. IV. Miscellaneous Terms and Conditions A. Jurisdiction and Venue 2 Docusign Envelope ID:46FD566A-4D57-4988-9A0B-9B451B635913C This MOU shall be construed in accordance with the laws of the State of California and the Parties hereto agree that venue shall be in CITY County, California. B. Confidentiality 1. Maintenance of Confidential Information. Confidential information may consist of information that is either oral or written or both. Any confidential information disclosed in writing shall be clearly marked by the Disclosing Party as "Confidential Information." Any confidential information orally disclosed shall be reduced to writing by the Disclosing Party with a copy marked Confidential Information" provided to the Receiving Party within thirty (30) days. The Receiving Party hereby agrees: a.not to use the Confidential Information except in accordance with the Project, b. to safeguard Confidential Information against disclosure to others with the same degree of care as it exercises with its own confidential information of a similar nature; and c.not to disclose Confidential Information to others (except to its employees, agents, or consultants who are bound to by a like obligation of confidentiality)without the express written permission of the Disclosing Party. Except that the Receiving Party shall not be prevented from using or disclosing any Confidential Information: a.which the Receiving Party can demonstrate by written records was previously known to it; b. which is now,or becomes in the future,public knowledge other than through acts or omissions of the Receiving Party; or c.which is lawfully obtained by the Receiving Party from sources independent of the Disclosing Party. d. which the Receiving Party can demonstrate was independently developed by employees of the Receiving Party e.which is required by law or the action of a court of competent jurisdiction to be disclosed. It is further agreed that the furnishing of Confidential Information shall not constitute any grant or license to the Receiving Party under any legal rights now or hereinafter held by the Disclosing Party. Notwithstanding the foregoing, nothing contained herein restricts or prohibits either party from complying with the requirements of the 3 Docusign Envelope ID:46FD56BA-4D57-4988-9A0B-96451B6359BC California Public Records Act(Govt. Code § 6250, et seq.). If either party receives a public records request for documents that include Confidential Information, the party receiving the records request shall notify the other party as soon as practicable to allow either party time to request a protective order. 2. The parties agree to abide by all United States export control regulations. Notwithstanding the foregoing, no export-controlled materials or information/data shall be transferred from one party to the other under this Agreement. 3. Protection of Personally Identifiable Information and Protected Health Information. To the extent Scripps is provided, creates, or has access to, Protected Health Information (PHI), Personally Identifiable Information (PII), or any other legally protected confidential information or data in any form or matter (collectively referred to as "Protected Information"), Scripps shall adhere to all federal, state and local laws, rules and regulations protecting the privacy of such information. Scripps shall adhere to all existing and future federal, state and local laws, rules and regulations regarding the privacy and security of Protected Information, including, but not limited to, laws and regulations requiring data encryption or policy and awareness programs for the protection of CITY Protected Information provided to, or accessed or created by, Scripps. Additionally, Scripps shall only access, use or disclose CITY Protected Information if such access, use, or disclosure is expressly permitted by the terms of its agreement with CITY. Any other access use or disclosure of CITY Protected Information is prohibited. C. Access to Records/Retention For the purposes of auditing and compliance with the California Public Records Act(Govt. Code § 6250,et seq.), CITY shall have access to any records created or maintained by Scripps as a result of CITY's installation and use of cameras. Except where longer retention is required by any federal or state law,Scripps shall maintain all required records for at least three(3)years after expiration of this MOU. D. Indemnification CITY agrees to defend,indemnify and hold Scripps harmless from and against any and all claims, liability, loss, expense, reasonable attorneys' fees, or claims for injury or damages arising out of the performance of this MOU, but only in proportion to and to the extent such liability,loss,expense,attorneys'fees,or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of CITY, its officers, agents or employees. Scripps agrees to defend, indemnify and hold harmless CITY from and against any and all claims, liability, loss, expense, reasonable attorneys' fees, or claims for 4 Docusign Envelope ID:46FD56BA-4D57-4988-9AOB-9B451B6359BC injury or damages arising out of the performance of this MOU, but only in proportion to and to the extent such liability,loss,expense,attorneys'fees,or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of Scripps, its officers, agents, or employees. E. Limitation of Liability 1. OTHER THAN AS EXPRESSLY PROVIDED IN THE MOU,NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 2. Notwithstanding any other provision in this MOU, neither party shall have liability nor indemnity or defense obligations to the other party for any and all claims under any legal theory (including, but not limited to, claims for negligence and breach of contract) arising from or related to damage or injuries caused directly or indirectly by fires;provided however,if the claim arises from a fire negligently or intentionally started by Scripps or CITY during its operation or maintenance of the cameras provided for in this MOU, the limitation of liability in this sentence will not apply. Remainder of page intentionally left blank; signatures on next page] Docusign Envelope ID:46FD56BA-4D57-4988-9A0B-9645166359BC Acknowledged.and agreed: For SCripps: i—Initial 1/4-U liZe„ c— 4,..,..„102,5- megan_. Toitvrtune, Date Buyer, UCSD for CITY: DocuSigned by: itIkLia r. Slur 9/26/25 a9W87.051gl•R,. Slater for the City of Orange Date ATTEST: Signed by: b.._e.06.,.2130/25 fekirreiftela Coleman:for City olsOrange Date APPROVED AS TO FORM: DocuSigned by: C,c)Ct*C12. 1aui4W1 9/25/25 ni-''' - City Attorney: Date Nathalie Adourian fir City of Orange 1 6 Docusign Envelope ID:46FD56BA-4D57-4988-9A0B-9B451B6359BC Acknowledged and agreed: For Scripps: Megan Torentitto- Tolentino Date Buyer, UCSD For CITY: Mayor: Daniel R. Slater for the City of Orange Date ATTEST: City Clerk: Pamela Coleman for City of Orange Date APPROVED AS TO FORM: Se City Attorney: Date Nathalie Adourian for City of Orange 6