Partnership Agreement

MEMORANDUM OF UNDERSTANDING
PROJECT GREEN LIGHT DETROIT 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 [Company Name] (“Entity”). DPD, the City, and the Entity are individually referred to as a “Party” and jointly as “Parties.”

RECITALS

A. As historical data indicates, a sizable amount of criminal activity in Detroit takes place at businesses open late into the evening. In the first half of 2015, for instance, approximately 25% of violent crimes in Detroit reported between 10PM and 8AM took place within 500 feet of a gas station. In light of these and other statistics, 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. “Project Green Light Detroit” launched with a pilot cohort of eight gasoline stations. As “Project Green Light Detroit Participants,” these eight stations all made 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 line with those set out in this MOU. In return, DPD monitors the stations’ cameras, allows the stations to leverage the “Project Green Light Detroit” brand, supports the stations through a city-wide media campaign, and organizes public safety meetings for the stations with community groups and DPD and City personnel.

C. Looking forward, DPD and the City intend to increase the number of “Project Green Light Detroit Participants,” and to expand its scope to other entities, such as schools, retail, food service establishments, multi-family dwellings, and mixed-use developments. In so doing, DPD and the City aim to improve neighborhood safety, promote the revitalization and growth of local businesses, and strengthen DPD’s efforts to deter, identify, and solve crime.

D. With the foregoing goals in mind, the Parties will enter into this MOU outlining the inclusion of the Entity as a “Project Green Light Detroit Participant.”

ARTICLE I
RESPONSIBILITIES OF THE ENTITY

1.1. Cameras. At the Entity’s sole cost and expense, the Entity will provide for, install, and maintain, with the aid of an installer approved by DPD and the City, a set of at least four (4) network-based (i.e., “IP”) surveillance cameras (“cameras”). Each camera will have an AXIS approved SD Card installed in the camera; the Entity will not remove, or cause to be removed, any such SD Card. All cameras will at all times meet the following minimum requirements and specifications; provided, however, that DPD and the City may at any time alter the minimum requirements and specifications related to the cameras, including, but not limited to, the exact number of cameras to be maintained:

a) Coverage. All cameras will be positioned as determined by DPD and the City. Cameras positioned outdoors will cover all areas generally accessible by the public on and near the Entity’s property. Cameras positioned outdoors will also be positioned such that they will legibly capture the license plates of automobiles passing through the Entity’s property and such that the cameras are located away from obstructing light sources. Among the cameras positioned indoors, at least one (1) will directly face all regularly-used entrances of the Entity from the inside.

b) Resolution. All cameras will produce a resolution of at least 1080p.

c) Visibility. All cameras will produce clear videos with discernible images under all lighting conditions at all times of the day and night. All cameras will possess wide dynamic range capabilities and support both normal and low light environments.

d) Durability. All cameras will be encompassed by IP66-rated encasing.

e) Hardware. All cameras will feature RJ45 connectors, physical slots for SD/SHDC storage cards, and edge storage capabilities.

f) Brand and Model. All cameras will be manufactured by brands compatible with DPD’s surveillance software provider. All camera brands and models will be approved by DPD and the City.

1.2. Network. At the Entity’s sole cost and expense, the Entity will provide for a high-speed internet connection capable of consistently producing upload speeds at all times of at least ten (10) megabytes per second. At the Entity’s sole cost and expense, the Entity will also provide for a network switch that will be approved by DPD and the City.

1.3. Storage. At the Entity’s sole cost and expense, the Entity will ensure that footage from all cameras is stored on an Axis approved SD/SDHC card, and for at least thirty (30) days via a network-attached storage device (“NAS”) or cloud-based storage that will be compatible with DPD’s surveillance software provider.

1.4. Cloud Subscription. At the Entity’s sole cost and expense, the Entity will continuously provide for any cloud-related subscription services required to connect the cameras to DPD’s surveillance software provider.

1.5. Lighting. At the Entity’s sole cost and expense, the Entity will provide for, install, and maintain external lighting, with the aid of an installer approved by DPD and the City, that will at all times meet the following minimum requirements, standards, and specifications, unless otherwise agreed to by the Parties:

a) Illumination Generally. The Entity’s external lighting will fully and continuously illuminate all property areas generally accessible by the public in accordance with the footcandle requirements set under subsection (b) below; provided, however, that the illumination requirements set under subsection (b) may, if a variance is requested and with the consent of all Parties, be modified by Appendix A to this MOU. The Entity’s external lighting will provide sufficient lighting so that all cameras produce clear videos with discernible images at all times of the day and night.

b) Illumination Requirements. The Entity will be designated, in the sole discretion of DPD and the City, a “Gas Station”, a “Small Parking Lot Entity,” or a “Large Parking Lot Entity.” A “Small Parking Lot Entity” is an establishment that has an uncovered parking area of less than 20 parking spots. A “Large Parking Lot Entity” is an establishment that has an uncovered parking area of more than 20 parking spots. Depending on its designation, the Entity will ensure that, in all outdoor areas frequented by members of the general public, its external lighting averages a horizontal illuminance level, at grade, according to the following standards:

·         For a “Gas Station,” at least twenty (20) footcandles in all outdoor areas;

·         For a “Small Parking Lot Entity,” at least fifteen (15) footcandles. The 15 footcandle requirement is limited to the parking area; the entrance area must maintain a 20 footcandle footprint.

·         For a “Large Parking Lot Entity,” at least ten (10) footcandles. The 10 footcandle requirement is limited to the parking area; the entrance area must maintain a 20 footcandle footprint.

External lighting at all other property areas will average a horizontal illuminance, at grade, of at least five (5) footcandles, including at the Entity’s property line.

If the Entity believes that its establishment maintains adequate lighting, but it does not meet the illumination requirements outlined in this subsection, it may request a variance from DPD. The decision whether to grant a variance will be made by DPD in its sole discretion.

c) Other. The Entity’s external lighting will meet ASHRAE/IESNA 90.1 2013 standards. The Entity’s external lighting will be composed of components listed on the DesignLights Consortium Qualified Products List. The light uniformity ratio on the Entity’s property will be no greater than four-to-one (4:1).

1.6. Electrical. At the Entity’s sole cost and expense, the Entity will provide for a supply of electricity that will at all times ensure for the continuous operation of all the Entity’s cameras and external lighting.

1.7. Signage. At the Entity’s sole cost and expense, the Entity will provide for, install, and maintain, with the aid of an installer approved by DPD and the City, the following external signs and fixtures:

a) Green Light. The Entity will provide for, install, and maintain one (1) steady-burn green light for external placement in a location visible from passerby vehicles.

b) Wall Sign. The Entity will provide for, install, and maintain one (1) aluminum sign affixed to the Entity’s exterior wall in a location visible to the general public. The sign will measure 18” by 24” and feature the “Project Green Light Detroit” logo.

c) Flag Signs. The Entity will provide for, install, and maintain a set of aluminum two-sided flag signs, the exact number of which to be determined by DPD and the City, affixed to the Entity’s exterior walls in locations visible to the general public. The signs will measure 12” by 18” and feature the “Project Green Light Detroit” logo on both sides.

d) Door Decals. The Entity will provide for, install, and maintain one (1) solid vinyl window decal affixed to each side of the Entity’s main entrance doors. The decals will measure 7” by 22” and feature the “Project Green Light Detroit” logo.

e) Generally. The specifications and installation locations of the green light and all other signage relating to the Entity’s participation including, but not limited to, all signage expressly discussed in this MOU and all other signage featuring the text “Project Green Light Detroit” or the “Project Green Light Detroit” logo and related trade dress, will be approved by DPD and the City.

1.8. Access. The Entity will allow DPD to remotely access live and recorded video footage from all cameras at all times.

1.9. Clear View. The Entity will ensure that its windows and doors are, at all times, not obstructed by objects, fixtures, and signage such that there will be a clear view into, and out from, the Entity, as determined by DPD and the City. The Entity will also ensure that there are no obstructing objects, fixtures, and signage limiting the views of any cameras, or the presentation of any signage, provided for under this MOU.

1.10. At any time, DPD and/or the City may, in their sole discretion, determine that the technical specifications outlined in Article 1.1, 1.2, 1.3, 1.4, or 1.5 of this MOU warrant revision. If DPD and/or the City conclude that such technical specifications warrant revision, DPD shall provide the Entity with the revised specifications as determined by DPD and/or the City. The Entity will implement those revised specifications within thirty (30) days of DPD providing the revised specifications.

1.11. If the Entity fails to comply with any of the provisions of this Article, DPD and/or the City may, in their sole discretion, immediately terminate this MOU and the Entity’s participation in the Project Green Light program.

ARTICLE II
SURVEILLANCE, MEETINGS, AND PATROLS

2.1. Surveillance. At DPD’s discretion, it will monitor the Entity’s cameras, including, but not limited to, during emergencies and other exigent circumstances. In the event a 9-1-1 call is placed by the Entity to DPD, DPD will make its best effort to monitor the Entity’s cameras until DPD deems that the premises are secure. This MOU does not oblige DPD to monitor the Entity’s cameras at any time.

2.2. Meetings. At DPD’s discretion, the Entity, a designated DPD representative, City personnel, and community members may meet to discuss public safety issues concerning the Entity and its surrounding neighborhood.

2.3. Patrols. At DPD’s discretion based on the totality of circumstances, DPD may coordinate visits that may encompass, but are not limited to, the following: entering into the Entity, signing in at the Entity, patrolling parking lots and other parts of the Entity’s property, engaging loiterers, and working with Entity employees for the purpose of furthering law enforcement efforts.

ARTICLE III
TERM AND TERMINATION

3.1. On an annual basis, DPD shall make its best efforts to schedule a meeting with the Entity to renew this MOU. Failure to renew the MOU shall be grounds for termination of participation in the Project Green Light partnership. Notwithstanding the foregoing, however, this MOU will remain in existence, with respect to all Parties, until and unless it is superseded by a different agreement, subject to a change in local law, or terminated expressly by any Party. Any Party may terminate this MOU without cause with thirty (30) days’ written notice. DPD and the City may terminate this MOU with cause so long as reasonable notice is given, and may at any time terminate this MOU if DPD and/or the City believe, in their sole discretion, that the Entity 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. In the event this MOU is terminated, the Entity will immediately remove any and all signage affiliated with “Project Green Light Detroit,” including the light and signage described under Article I of this MOU. No changes may be made to this MOU unless agreed to by all Parties.

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 Entity 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.

APPENDIX A TO MEMORANDUM OF UNDERSTANDING
PROJECT GREEN LIGHT DETROIT AGREEMENT

            All Parties hereby agree that the Illumination Requirements provided for in subsection 1.5(b) of the Project Green Light MOU shall be modified to provide that Entity shall not be required to maintain the required horizontal illuminance level in the following areas of its property:

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