Memorandum of Understanding

This Memorandum of Understanding (MOU) executed on this date, between the City of New York, acting by and through the New York City Police Department (“NYPD”), with headquarters at One Police Plaza, New York, New York 10038, and Stakeholder (as identified in the Connect New York - Business Camera Integration Submission Form) for access to the Stakeholder’s security video of certain properties owned, leased, managed, or controlled by the Stakeholder, as identified herein, which may be amended upon mutual written consent of the parties.

WHEREAS the Stakeholder owns or manages facilities that have in place closed circuit television cameras (“CCTVs”) that provide real time continuous video of the public spaces in, on, and adjoining its premises; and

WHEREAS pedestrian and vehicle operators using the public spaces in, on, and adjoining its premises have no expectation of privacy concerning their presence in public spaces; and

WHEREAS observations and videotaping of pedestrians in public spaces by the NYPD is a recognized law enforcement tool; and

WHEREAS the Stakeholder and the NYPD realize the critical need for data sharing and cooperation for public safety and law enforcement purposes; and

WHEREAS the Stakeholder and the NYPD will work as partners to enhance the safety and security of the people who live and work in the City of New York

NOW, THEREFORE, the Stakeholder and the NYPD agree as follows:

1. The Stakeholder and the NYPD will schedule mutually convenient appointments for the NYPD and its technical representatives to conduct site surveys of the Stakeholder’s video and network equipment.

2. The NYPD will identify and notify the Stakeholder of the CCTVs, aggregation points, and equipment rooms that it will require access to.

3. Stakeholder shall provide computer rack space for NYPD video and network equipment in the proximity of CCTV aggregation points, as well as cooling and power systems, and an uninterrupted power supply.

4. When the space requirements are agreed upon by the Stakeholder and the NYPD, the NYPD will install all the equipment necessary to connect to the Stakeholder’s identified CCTV feeds and to transmit the video data for NYPD access. All installations will be done at mutually agreed upon times.

5. Equipment costs, installation costs, and maintenance of the NYPD equipment are solely the responsibility of the NYPD. The Stakeholder will not charge the NYPD any fees for space, access to video feeds, or for any other reason in connection with this MOU.

6. The Stakeholder will not unplug or remove installed equipment or any related accessories from Stakeholder business premises as set forth in the Stakeholder Contact Information table above without NYPD’s prior written consent.

7. The parties will provide each other with the name, email address, and telephone number of a designated liaison for the project.

8. At no time will the NYPD control or interfere with the operation of the Stakeholder’s CCTVs.

9. The NYPD may collect information about video data received from the Stakeholder’s CCTVs that increases the usefulness of that data (Metadata).

10. All video data from the Stakeholder’s CCTVs will be retained and archived in accordance with citywide privacy and NYPD policies.

11. Video data may only be used for law enforcement or public safety purposes, except as required by law, subpoena, or other court processes.

12. The NYPD shall not make video from the Stakeholder’s feeds available to any other public or private entity or person, beyond NYPD authorized personnel and sworn law enforcement personnel without prior written authorization from the Stakeholder, except as authorized and approved by the Deputy Commissioner for Legal Matters or Chief of Intelligence and Counterterrorism.

13. The parties agree that the terms of this MOU, and information concerning the NYPD equipment to be installed are sensitive. The Stakeholder will restrict access to such information to those with a need to know.

14. The City of New York as indemnification agent for the New York City Police Department will indemnify and hold the Stakeholder and its administrators harmless from any judgments, awards, debts, expenses, damages, executors’ claims and demands arising against the Stakeholder and its administrators as a result of the NYPD’s installation and maintenance of video and network equipment at the premises, and use of the video, subject to the following provisions:

15. This MOU shall be construed according to the laws of the State of New York and all claims concerning this MOU shall be determined either in the courts of the United States located in the City of New York or the courts of the State of New York located in the City and County of New York.

16. The terms of this MOU, as modified with the consent of the parties, shall remain in effect for an initial term of ninety (90) days. Following the initial ninety (90) days, if NYPD decides to continue the program, the term of this MOU shall become five (5) years from the last approved signature date. At the end of the term, the MOU shall be automatically extended for an additional term of one (1) year, and each year thereafter, unless terminated in writing by a party at the end of a term. If any party decides to terminate this MOU, it shall provide thirty (30) days written notice to the other party prior to the end of a term.

17. Notices from either party concerning this MOU should be sent to: Stakeholder Information: As provided in the Stakeholder Contact Information table above New York City Police Department Chief of Information Technology One Police Plaza, Room 900 New York, New York 10038 4

18. This MOU represents the entire agreement between the Stakeholder and the NYPD concerning the NYPD’s use of the data obtained. Amendments to this MOU shall be effected exclusively by written agreement of the parties.

In witness thereof, the parties have executed this MOU by the signatures of duly authorized officials.