City of Atlanta
Memorandum of understanding

 

Memorandum of understanding for the right-to-use visual image data.


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This MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into among ("Business/Owner Name") (the “BUSINESS”), a Georgia nonprofit corporation, the ATLANTA POLICE FOUNDATION, INC. (the “Foundation”), a Georgia nonprofit corporation, and the CITY OF ATLANTA (the “City”), a municipal corporation created under Title 36 of the O.C.G.A.

Recitals

WHEREAS, BUSINESS operates a system of surveillance cameras utilized for the BUSINESS's own purposes, which are located at the facilities of the BUSINESS, ("Address"), and enable visual monitoring of its premises, including exterior public access areas; and

WHEREAS, the City desires, for public safety purposes, access to real-time, visual image data collected by the BUSINESS’s system of surveillance cameras specific to certain exterior public access areas, and from time to time, recorded data collected from that system; and

WHEREAS, BUSINESS wishes to share this visual image data to assist the City for public safety purposes, and WHEREAS, the City, the Foundation and BUSINESS (the “Parties”) entering into this MOU setting forth the

Parties’ understanding of certain terms and conditions relating to the sharing of the visual image data; and

NOW THEREFORE, in consideration of the premises, mutual promises, and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

TERMS AND CONDITIONS

 

Article 1: Definitions

1.1  The phrase “BUSINESS Surveillance System” means a system of surveillance cameras owned and/or controlled by the BUSINESS which are located on real property occupied by the BUSINESS and enable visual monitoring of the Premises, including exterior public access areas of the Premises.

1.2  The term “Implementation” means the integration of the BUSINESS Surveillance System with the Atlanta Public Video Integration Center in order to permit access of the Public Access VID by the City and effectuate the City Rights.

1.3 The term “Premises” means the facilities of the BUSINESS located at ("Address").

1.4  The phrase “Public Access VID” means access to real-time, visual image data collected by the BUSINESS Surveillance System specific to the exterior public access areas of the Premises.

1.5  The phrase “Atlanta Public Video Integration Center” means that facility owned and/or operated by the City and responsible for the operation of the City Surveillance System.

1.6  The term“ Term” means a period commencing on the date of full execution of this MOU andc ontinuing for a term of five (5) years, unless earlier terminated as provided herein.

Article 2: Rights of the Parties:

Subject to the terms and conditions of this MOU, the BUSINESS hereby grants to the City the right of reasonable access to the Public Access VID, at no charge, with the extent of coverage of such Public Access VID to be mutually agreed upon by the BUSINESS and the City, for the Term of this MOU, and during any future extensions of this MOU, for the purposes specified herein (the “City Rights”). The City acknowledges and agrees that the City Rights shall be limited to access to the Public Access VID for public safety purposes only. Scheduling of such access shall be reasonably determined by the BUSINESS at its sole and absolute discretion, taking into account the BUSINESS’s operations, the requested duration and scope of such access, and other applicable considerations not inconsistent with the BUSINESS’s mission. However, recognizing the public safety purposes of this Agreement, BUSINESS shall reasonably comply with City’s request for said access.

Article 3: BUSINESS agrees to the following:

With regard to the Public Access VID:

A. BUSINESS shall appoint and identify to the City at least one (1) BUSINESS representative who has knowledge regarding the BUSINESS Surveillance System and who will serve as the BUSINESS's primary point of contact with respect to this MOU. Until further notice, the BUSINESS's designated representative is the Business’s V.P. of Operations and Infrastructure.

B. The BUSINESS shall provide the City with an emergency contact protocol and contact persons.

Article 4. The Parties agree to the following:

4.1  Parties shall collaborate in providing each other necessary video surveillance system specifications in order to achieve the Implementation.

4.2  The City shall bear the cost of the Implementation.

4.3  Unless otherwise provided in this MOU, each Party shall bear its own costs in relation to this MOU. Expenditures by the City and the BUSINESS will be contingent on necessary funding and subject to applicable budgetary processes and the availability of funds pursuant to applicable laws and regulations. Neither the State, nor the City, nor any other governmental body is required to appropriate or otherwise allocate funds for such expenditures, and the parties agree that this MOU shall terminate automatically and without further action of the parties in case such funds are not available for such purposes.

 

Article 5. Disclaimers and Liabilities

5.1  The City has no duty to access the Public Access VID nor to service or install any cameras on the BUSINESS's behalf nor on the City's behalf. The City acknowledges that the BUSINESS retains sole ownership of, sole responsibility for and exclusive control of the BUSINESS Surveillance System. The BUSINESS acknowledges that the City retains sole ownership of, sole responsibility for and exclusive control of the City Surveillance System. The BUSINESS has no obligation to service or install any cameras for or on behalf of the City.

5.2  EXCEPT AS SPECIFICALLY SET FORTH OTHERWISE IN THIS MOU, THE CITY AND BUSINESS MAKE NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESSED OR IMPLIED, OF ANY KIND WITH RESPECT TO EITHER THE CITY SURVEILLANCE SYSTEM OR THE BUSINESS SURVEILLANCE SYSTEM, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WITHOUT LIMITING THE FOREGOING ARE DISCLAIMED BY BOTH PARTIES.

5.3 This MOU is not intended to and does not constitute, create, give rise to, or otherwise recognize a joint venture, partnership, corporation or other formal business association or organization of any kind between the Parties. The rights and the obligations of the Parties are limited to those expressly set forth in this MOU. The Parties acknowledge that they are not a representative, employee, agent, or partner of the other Party.

Article 6. Implementation

At a mutually agreed upon time by the Parties, the Parties will initiate the Implementation in accordance with a written work plan or other documentation to be agreed upon by the Parties.

Article 7. Duration

Subject to applicable law, this MOU may be extended for additional term(s) on written agreement of the Parties. Either Party may terminate this MOU at any time and for any reason or no reason upon not less than thirty (30) days written notice.

Article 8. Other Provisions

8.1  Assignment: Neither Party may assign, subcontract, delegate, or otherwise transfer this MOU.

8.2  Parties will make all reasonable attempts to notify the other of any news releases related to data captured on the system.

8.3  Modification: This MOU may not be altered, modified or amended except by written instrument signed by the Parties hereto.

Article 9. Notices

Notices provided for in this MOU, except for emergency related notices, must be given in writing and may be delivered personally or by the United States mail service, first class and certified, return receipt requested, with postage prepaid and addressed as follows:

If to the City:

City of Atlanta
Attn: Law Department, ("Name"), Esq. 55 Trinity Avenue, S.W.
Suite 5000
Atlanta, GA 30303

If to the Foundation:

Atlanta Police Department Attn: Video Integration Center 180 Peachtree Street NE Atlanta, GA 30303

If to BUSINESS:

Changes to these addresses must be in writing and delivered in accordance with the provisions of this Article. Notices delivered by mail are considered received three (3) days after mailing in accordance with this Article. Notices delivered personally are considered effective upon receipt. Refusal to accept delivery has the same effect as receipt.

This MOU may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

The Parties, through their duly authorized representatives, have executed this MOU as of the date set forth below.

CITY OF ATLANTA

Signature:

By: 

Its: 

Date:

ATLANTA POLICE FOUNDATION, INC.

Signature:

By: 

Its: 

Date:

[BUSINESS]

Signature:

By: 

Its: 

Date: