Tier One Installer Agreement

PROJECT GREEN LIGHT DETROIT TIER ONE INSTALLER AGREEMENT

This Memorandum of Understanding (“MOU”) is made and entered into as of [Date] by and among the City of Detroit Police Department (“DPD”), the City of Detroit acting by and through its Office of the Mayor (“City”), and [ENTITY NAME] (“Installer”).

RECITALS

A.    As historical data indicates, a significant amount of criminal activity in Detroit takes place at businesses open late into the evening. In light of this fact, on January 1, 2016, DPD and the City launched “Project Green Light Detroit,” a public-private-community effort centered on developing real-time surveillance connections between DPD and local businesses. 
 
B.    The “Project Green Light Detroit” program consists of businesses, building owners, business associations, and other entities (“Project Green Light Participants”), who make firm commitments to provide for, install, and maintain high-quality cameras, robust lighting, and numerous pieces of “Project Green Light Detroit” signage, in addition to fulfilling other requirements.  In return, DPD monitors those cameras, allows participants to leverage the “Project Green Light Detroit” brand, supports partners through a city-wide media campaign, and organizes public safety meetings with community groups and DPD and City personnel.

C.    The City and DPD provide Project Green Light Participants with a list of approved vendors who can facilitate installation of cameras and other necessary equipment.  Installer seeks to be designated as an approved vendor.  Specifically, Installer seeks to be designated a “Tier One Installer” for the Project Green Light Program.

D.    Installer has completed all prerequisites necessary to enter into this MOU to the satisfaction of the City and DPD.  Specifically, Installer has:

(1) been in business for at least three (3) years, or has demonstrated, to DPD’s satisfaction, that it has at least three (3) years of relevant experience;

(2) submitted to DPD the names of individuals who it expects to work at Project Green Light sites, and those individuals have passed a criminal background check;

(3) completed all relevant training and submitted all relevant certifications as requested by DPD;

(4) submitted all customer references as requested by DPD;

(5) attended an AXIS certification course, and provided proof of AXIS certification;

(6) submitted a satisfactory service warranty;

(7) submitted satisfactory proof of liability insurance;

(8) attended mandatory Project Green Light training, and received a passing grade on the Project Green Light Detroit exam;

(9) completed all other necessary prerequisites that have been communicated by the City and DPD, in their sole discretion;

(10) provided proof of AXIS camera reseller status; and

(11) provided proof of Approved Genetec Partner status.

E.   Installer has the ability to perform cable runs and terminations, power over Ethernet gigabit switch, model programming, camera and network attached storage device (“NAS”) programming, and local bandwidth verification.  Installer must also be able to provide a Federation Key to DPD.

F.   Therefore, the Parties will enter into this MOU outlining the inclusion of an Installer as a qualified Tier One Project Green Light Installer.

ARTICLE I
RESPONSIBILITIES OF THE INSTALLER

1.1.      Service Agreements. Installer will provide each Project Green Light Participant for whom it provides services a service agreement, approved by DPD, prior to commencing installation.  Installer will also provide each entity designated by DPD as a Tier Two Installer, and for whom Installer provides services, with a service agreement.  A copy of these service agreements will also be provided to DPD.

1.2.    Service Logs. Following installation of equipment and cameras at a Project Green Light site, Installer will send DPD, on a monthly basis or as requested by DPD, service logs related to that site.  Installer will also immediately provide DPD service logs upon request.  Such service logs will detail all service calls and camera issues at the site, and will be provided in a format that DPD deems acceptable, in its sole discretion.

1.3.    Warranty. For each business, building, or location where Installer provides Project Green Light services, Installer will provide DPD a copy of the warranty agreement provided to the Tier Two Installer.

1.4.      Equipment. Installer must supply cameras and associated accessories of a quality and brand approved by DPD to Tier Two installers.

1.5     Scope of Services.  When retained by a Project Green Light Participant, Installer will provide any or all of the following services as requested by the Project Green Light Participant and/or DPD, and for which final approval is given by DPD.

a.       Cable runs and terminations

b.      Provision of power over Ethernet gigabit switch

c.       Model programming

d.      Programming of cameras and network attached storage device (“ NAS”)

e.       Installation of SD cards into cameras and text overlay

f.       Provision of Federation Key to DPD

g.       Connection of cameras to a cloud-based storage system

h.      Local bandwidth verification

i.        Provide cloud service renewal for business

j.        Communicate to DPD continuance or discontinuance of cloud service by customer

k.      Antenna installation and maintenance to establish and maintain continuous point-to-point communication

ARTICLE II
RESPONSIBILITIES OF DPD

2.1.    Tier One Installer Status. DPD and the City will include Installer on its list of qualified Tier One Installers for the Project Green Light Program. 

ARTICLE III
TERM AND TERMINATION

3.1.    Term and Termination. This MOU will remain in existence, with respect to all Parties, unless superseded by another agreement, subject to a change in local law, or terminated by any Party. Any Party may withdraw from this MOU without cause with thirty (30) days’ written notice. DPD and/or the City may at any time terminate this MOU for cause if DPD and/or the City believe, in their sole discretion, that Installer is failing to abide by the terms of this  MOU; is acting in bad faith; or is not in compliance with applicable laws, rules, or regulations. No changes may be made to this MOU unless agreed to by the City, DPD, and the Installer.

ARTICLE IV
MISCELLANEOUS

4.1.    Disclaimers. This MOU does not create a joint venture or legal partnership among the Parties. No Party has the authorization or right to bind any other Party to any obligation without such Party’s express written consent. This MOU does not make the Installer a state actor or a non-state actor acting under the color of law. The purpose of this MOU is to assist the Parties in coordinating their activities by providing a written memorandum of their intentions stated in good faith and with as much accuracy as possible. It is not the intent of the Parties that this document will constitute a contract or provide the basis for a legal claim by any Party. Any obligations under this MOU requiring approval by the City Council are contingent on the approval of the City Council.

4.2.    Assignment and Subcontracts. No Party will have the right, power, or authority to assign this MOU, or any portion of this MOU, or to delegate or subcontract any of its duties or obligations arising hereunder, either voluntarily or involuntarily, or by operation of law, without the prior written approval of the other Parties.