Connect Bend

DATA SHARE AND LICENSE AGREEMENT

This Data Share Agreement (“Agreement”) is entered between ______ (“Owner”) and the City of Bend, an Oregon municipal corporation, by and through Bend Police Department (“City”).


Recitals:

Owner owns real property located at ______, Bend, Oregon, and legally described as ______ Bend, Deschutes County, Oregon (“the Property”).

City desires to license space from Owner in a location or locations on the exterior of the Property agreed upon by City and Owner (the “Premises”) for the purpose of access to data streamed and recorded by Owners cameras for public safety purposes. (“License Purpose”). Owner is willing to grant City a license to use the Property for the License Purpose on the terms and conditions in this Agreement.

Now, therefore, the Parties agree as follows:


Terms:

  1. Effective Date. This Agreement becomes effective when executed by all Parties.

  2. Description of Premises. Owner grants to City the privilege of using the Property solely for the License Purpose as set forth in this Agreement. City is satisfied from its own inspection and investigation that the Property is fit for City’s intended use and acknowledges that Owner is not making any warranties or representations concerning the Premises or its fitness for the intended use.

  3. Term of Agreement. The term of this Agreement is one (1) year. After the initial term, this Agreement may be renewed by mutual written agreement signed by both Parties.

  4. Purpose. The purpose of this Agreement is to allow video access by City to camera(s) owned and operated by Owner. Cameras shared must also be approved by City as appropriate for sharing and deemed useful for purposes of enhanced situational awareness and safety of City and areas surrounding the Property. It is not the intention or expectation that Owner’s camera(s) will be routinely monitored in real-time by City. Video sharing by Owner with 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 City. Video access by City does not constitute commitment on the part of the City that video will be viewed in emergencies or when requested by Owner.

  5. Responsibilities of City. City will only access video sources designated by Owner for fusion into City’s video fusion software. City will not share access to Owner’s camera views with members of the public, or outside of City, without the prior written consent of Owner. 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. Finally, City will ensure any employee responsible for video access is trained on system use and security of access. City will direct any inquiries related to Owner or Owner’s video sources to the appropriate designee as indicated in Section 18.

  6. Responsibilities of Owner. Owner will provide City at least one point of contact with a basic understanding of Owner’s inventory and locations of cameras as may be required for video sharing. Typical configuration should take less than one hour and may require installation of additional hardware at the Property. Owner 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.

  7. Access to Equipment. City may require access to the Fusus device on site for periodic maintenance. Owner agrees that City may access the Equipment annually for system maintenance and on an as needed basis for repairs, with 24-hour advance notice.

  8. Termination. City expressly agrees and acknowledges that the grant of this Agreement is a privilege and not a right, that it is temporary and vests no permanent right in the City. This Agreement may be terminated by Owner upon thirty (30) days’ written notice before the end of a term, or at any time by City. Upon termination, City shall remove all equipment from the Property, at City’s expense.

  9. Limitations 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,

  10. Insurance: City shall maintain General Liability insurance with coverage limits of at least $1,000,000 per occurrence and $2,000,000 aggregate.

  11. Compliance with Applicable Laws. City will comply with all applicable federal, state and local laws, rules and regulations and obtain any required permits. City expressly agrees to comply with all federal, state and local accessibility requirements, including the Americans with Disabilities Act.

  12. No Partnership. It is understood and agreed that nothing contained in this Agreement in intended as constituting a partnership between Owner and City.

  13. Assignment. Neither Party may assign any of its rights or interests in this Agreement nor delegate any of its duties to any other person, firm or entity.

  14. Entire Agreement. This Agreement contains the entire agreement between the parties, and any prior understanding or representation of any kind preceding the date of this shall not be binding upon either party except to the extent incorporated in this Agreement.

  15. Modification of Agreement. Any modification or additional obligation assumed by either party in connection with this Agreement shall be binding only if evidenced in writing signed by each party.

  16. Severability. If any provision of this Agreement is held to be illegal or unenforceable, the remainder of this Agreement shall not be affected but will continue in full force and effect.

  17. Venue. The parties acknowledge that this Agreement has been negotiated and entered into in the state of Oregon. The parties expressly agree that this Agreement shall be governed by, interpreted under, construed, and enforced in accordance with the laws of the state of Oregon. Any action or proceeding arising out of this Agreement will be litigated in courts located in Deschutes County, Oregon. Each party consents and submits to the jurisdiction of any local, state, or federal court located in Deschutes County, Oregon.

  18. Notice. Notices may be hand delivered, mailed via U.S. mail, or sent via email. If mailed, they shall be sent by first class mail to the following respective addresses:


    If to City:
    City of Bend
    Eric King, City Manager
    P.O. Box 431
    Bend, OR 97709
    citymanager@bendoregon.gov


    If to Owner:
    Owner Name
    C/o
    ADDRESS
    Bend, OR 97703
    EMAIL ADDRESS


    With a copy to:
    Bend Police Department
    555 NE 15th Street
    Bend, OR 97701
    bbeekman@bendoregon.gov


    Notices sent by U.S. mail or via email shall be deemed to have been given when transmitted or properly mailed, and if mailed the postmark affixed by the U.S. Post Office shall be conclusive evidence of the date of mailing.

  19. Counterparts. This Agreement may be executed in one or more counterparts, either in tangible form or through a recognized e-signature service such as DocuSign or its equivalent (e-signature), each counterpart of which will be considered an original and together will constitute the same instrument. The signature of any of the parties may be evidenced by a facsimile copy of this Agreement or as enabled by an e-signature service, which will be valid and binding as if an original executed copy of the Agreement had been delivered.

  20. Authority. Each individual executing this Agreement represents and warrants they are duly authorized to execute this Agreement.