Item C23 C.23'
J �� BOARD OF COUNTY COMMISSIONERS
County of Monroe r�l Mayor Heather Carruthers,District 3
Keys Mayor
The Florida � - Mayor Pro Tem Michelle Coldiron,District 2
'` �ql
l €d� Craig Cates,District 1
\J? V,
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
July 15, 2020
Agenda Item Number: C.23
Agenda Item Summary #7071
BULK ITEM: Yes DEPARTMENT: Information Technology
TIME APPROXIMATE: STAFF CONTACT: Alan MacEachern (305) 295-5110
N/A
AGENDA ITEM WORDING: Approval of a 3 Year contract extension with Quality Technology
Services (QTS) for $101,988 per year or $305,964 over the 3 year agreement, which provides
protected (Constructed to withstand Hurricane Category 5 winds) storage space for County servers
holding county data.
ITEM BACKGROUND: Monroe County has used Quality Technology Services (QTS) for
category 5 protected data center space since 2014. Over that period of time, QTS has been an
extremely reliable technology service provider, with Monroe County having experienced no outages
during that period that were caused by QTS services or delivery. Because of our experiences with
QTS and because the BOCC provides network backbone services to other Constitutional entities, the
Clerk of the Court has also leased data center space at QTS and the State Attorney's Office is
strongly considering it.
This agreement is a 3 year extension of our contract to continue to provide 3 data center racks in
caged protected space, 112 external IP addresses to support our needs,primary and redundant power
configurations, 1 GB of internet bandwidth split between 2 backbone providers AND the cross
connects that enable us to support the Clerk of the Court and the broadcast of MCTV through
Comcast.
Attached is a sole source justification which highlights the multiple contractual relationships we
have in place to support our QTS Data Center (AT&T and Comcast), the reliance of multiple
Constitutional Entities (Including the Clerk of the Court, the Sheriff and the State Attorney's Office)
having reliable and consistent network services and the risk of issue from dismantling, transporting
and reconnecting the three racks of equipment.
PREVIOUS RELEVANT BOCC ACTION: August 20, 2014—Item C24 Approved
CONTRACT/AGREEMENT CHANGES:
N/A
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C.23'
STAFF RECOMMENDATION: Approve
DOCUMENTATION:
QTS Renewal - 2020
Sole Source Letter - QTS Data Center
QTS Extension - 2016
QTS Upgrade Internet Bandwidth - 2015
QTS Agreement- 2014
FINANCIAL IMPACT:
Effective Date: 07/01/2020
Expiration Date: 07/01/2023
Total Dollar Value of Contract: $305,964
Total Cost to County: $305,964
Current Year Portion: $25,497
Budgeted: Yes
Source of Funds: Ad Valorem
CPI: N/A
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: No
Additional Details:
The cost of this service is $8,499 a month or $101,988 per year.
07/15/20 001-05002 - TECHNICAL SERVICES $101,988.00
REVIEWED BY:
Alan MacEachern Completed 06/26/2020 3:47 PM
Assistant County Administrator Christine Hurley Completed
06/30/2020 10:45 AM
Paunece Scull Completed 06/30/2020 12:06 PM
Purchasing Completed 06/30/2020 1:20 PM
Budget and Finance Completed 06/30/2020 2:04 PM
Maria Slavik Completed 06/30/2020 3:18 PM
Kathy Peters Completed 06/30/2020 4:40 PM
Board of County Commissioners Pending 07/15/2020 9:00 AM
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DocuSign Envelope ID:15FA6F41-6293-48F9-939D-01AF5499CD78 C.23.a
MONRCOU.MIA.00078343co
OTS a�
Contract Type: Renewal co
Data Center: MIA1
Sales Executive: Angela Fulbright
Sales Engineer: Joe Onyesoh
Start Date: 7-1-2020
r�
Quality Investment Properties Miami, LLC
Company Name Monroe County, Florida W
Contact Name Alan MacEachern
Corporate Address 1100 Simonton St
Key West, Florida 33040-3110
United States
Contact Phone Number +1.305.453.87.92
Contact Email Address maceachern-alan@monroecounty-fl.gov
36 Month Term
Expiration Date:the last day of the final month of the term
.2
Groupl
Non Recurring Charges Monthly Recurring Charges
Colocation and Connectivity $0 00 $5,624.00
$0.00 $2,875,00
$0 00
(does not Include sales tax)TOTAL CHARGES $0.00 $8,499.00
0
Quote Totals: Total NRC = $0.00 Total MRC = $8,499.00
By signing the below,the Authorized Representatives of Customer and QTS acknowledge(i)that they have reviewed the QTS Work Order,
the master agreement(or lease,as applicable)and related addenda and Statements of Work;and(ii)that they understand the requirements
of said documents and do hereby agree to be bound by the terms and conditions embodied therein.The Start Date shall be the earlier of:(1)
delivery of the Upon Provisioning Complete notice;or(11)upon QTS provisioning the Services as complete as possible without Customer's
cooperation.
Monroe County,_Florida Quality Investment Properties Miami. LLC
BOARD OF COUNTY COMMISSIONERS Docusgnedtry, tCD
V
OF MONROE COUNTY,FLORIDACD
Signature: Signature: tt�
L5
Mont omer a
Printed Name: Heather Carruthers Printed Name 5hel gh g y
Title. Mayor Title. EVP strategic Client Management
Dated: Dated: 6/30/2020
(SEAL)
Attest: KEVIN MA)OK,Clerk at
By: s=
As Deputy Clerk
Quality Technology Services-CONFIDENTIAL Reference Number 00078343-Version 3 6/30/2020 10:51 AM
Page 1 of 2
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DocuSlgn Envelope ID: 15FABF41-6293-48F9-939D-01AF5499CD78 C.23.a
Groupl
Product Unit:NRC NRC Qty Unit:MRC MRC Oty NRC MRC
Cage $0,00 $35.00 64 $0.00 $2 240 00 u7
Rack 4 Post $0,00 $40 00 3 $0.00 $120.00
Additional IP Address Space $0.00 $2.00 112 $0.00 $224.00
IP internetConnect: 1 Gig Port $0.00 $5.75 500 $0 00 $2,875.00
Up to 1Gb commit, IGb port,2+backbone providers,2 Ch
cross connects included
IP i!ntemetConnect Bursting Overage 1 Gig Part $0.00 $7 19 1 $0.00
As Used
120V 20Amp:Primary $0 00 $368,00 4 $0.00 $1,472.00
120V 20Amp.Redundant $0.00 $92.00 4 $0.00 $368.00
Fiber Cross Connect $0.00 $300.00 3 $0,00 $900.00
Copper Cross Connect $0.00 $150,00 2 $0.00 $300,00
Total $0.00 $8,499.00
X
Quote Totals: Total NRC = $0.00 Total MRC - $8,499.00
Product Configuration Notes
Renewing existing services. 36 Month Term and Addendum to the August 20, 2014 Master Agreement. o
0
Legal Notes
Customer agrees to The Additional Terms and Conditions for the internetConnect Service located at the below URL which
are hereby incorporated by reference into the Master Agreement.
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Billing Notes
T
This Work Order renews and replaces all existing work orders.
cv
cv
NROE COUNTY ATTORNEY'S OFFICE
APP - TO F
IX
ASSIST PAUNECE SCULL
ANT CO NTY ATTORNEY
DATE:
Quality Technology services-CONFIDENTIAL Reference Number 00078343-Verson 3 613012020 10:51 AM
Page 2 of 2
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Ap
Quality Investment Properties Miami,LLC
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Master Space Agreement
This Master Space Agreement between Quality Investment Properties Miami.LLC,("QTS")and The Board of County Commissioners of Monroe
County,a political subdivision of the State of Florida(`Customer")is made effective as of July 16,2014(7Effective Date')and governs the Customer
Space licensed and/or Services purchased under a Work Order. Capitalized terms used herein shall have the meaning given in the body and the W
definition section of this Master Space Agreement,This master agreement contains terms and conditions applicable to each QTS product offering and
all product specific terms may not be applicable to each Service.Additional terms and conditions specific to a service shall be contained in an
Addendum attached hereto and incorporated herein.
1. LICENSES OF CUSTOMER SPACE AND ORDERS FOR Order and(ii)in the event Customer requests QTS to perform consulting C
SERVICES. This Agreement Is a master agreement under which or technical service of a specialized nature, the details, deliverables,
Customer may license Customer Space and order Services from time to milestone dates, fees and other pertinent information relating to such
time by the execution of a Work Order between Customer and QTS. To service will be set forth on an attached,executed Work Order.
the extent of any inconsistency between this Master Space Agreement,
any Addendum and a Work Order,the order of precedence shalt be as 4.2 Customer Use of Services. Customer represents and
follows:(i)a Work Order, (i)an Addendum;then(iii)this Master Space warrants that Customer does not appear on the United States Department r_
Agreement. of Treasury,Office of Foreign Asset Controls list of Specially Designated
National and Blocked Persons and is not otherwise a person to whom QTS
2. TERM. The Term for this Agreement shall begin on the may not legally provide the Customer Space.Customer may not use the
Effective Date and expire at the termination or expiration of the last Work Services for the development,design,manufacture,production,stockpiling,
Order. The Term for each Work Order shall begin on the Start Date and or use of nuclear, chemical or biological weapons, weapons of mass
expire on the Expiration Date. The termination or expiration of a Work destruction,or missiles,in a country listed in Country Groups D:4 and D:3. '
Order will not affect Customer's other Customer Space or Services under as set forth in Supplement No.1 to the Part 740 of the United States Export
one or more separate Work Orders. Administration Regulations. Customer may not provide administrative
access to the Service to any person (including any natural person or
3. FEES AND PAYMENT TERMS. government or private entity)that is located in or is a national of Cuba,Iran,
Libya, Sudan, North Korea or Syria or any country that is embargoed or
Term . Except as otherwise set forth on a
highly restricted under United Slates export regulations.
3.1 Payment
Work Order, QTS will invoice Customer for all Customer Space and 5 MUTUAL REPRESENTATIONS AND WARRANTIES;
Services on a monthly basis, with fixed recurring charges invoiced in INDEMNIFICATION. Each party represents,warrants and covenants that CD
advance and all other charges invoiced In arrears. Customer will pay (i) it has and will maintain the legal right to use, operate and locate its O
pursuant to the Local Government Prompt Payment Act 218.70("Act'). equipment in the Data Center, (Ii) the performance of its obligations
Customer will pay, by check or wire transfer,each invoice in compliant hereunder will not violate any applicable Laws;(ill)neither the execution of
with the Act(i.e.forty-five(45)days agar receipt of the proper invoice or this Agreement nor the performance of its obligations hereunder will
such other date as required by the Act. If Customer disputes any portion constitute a breach by it of any agreements to which it is a party or by which
of an invoice.Customer will notify OTS in writing of such dispute pursuant it bound; (iv) it has duly, authorized, executed and delivered this
to the Prompt Payment Act. A dispute as to any portion of an invoice does Agreement and this Agreement constituteses a legal, valid and binding
not relieve Customer from timely payment of the undisputed portion. obligation of such party and shall be enforceable against such party in
Fees for each of the licensed Customer Space or Services in a Work
Order begin to accrue at the Start Date. accordance with its terms; and (v) all equipment, materials and other W
tangible items placed by it at Data Center will be installed,operated,used
and maintained In compliance with all applicable Laws and manufacturer
3.2 intentionally Omitted. specifications. Subject to F.S. 768.28, Customer will indemnify, defend
and hold harmless QTS, and its representatives, agents, employees. O
officers, directors, members, partners, principals, managers, affiliates, us
3.3 date Pavmertts. Subject to the Prompt Payment Act, lenders.,contractors,subcontractors from any and all Losses arising from >
any undisputed payment not received by QTS within thirty(30)days of or relating to: (i)any and all bodily injuries,sickness,disease or death to
the invoice due date shall be considered late and will accrue interest at a the extent caused by the negligence or wrongful act or omission by
rate of one percent(1%)per month(compounded daily),or the highest Customer (ii) injury to or destruction of tangible property to the extent ky
rate allowed by applicable law,whichever is lower. caused by the negligence or wrongful act or omission by Customer;,(ill) CD
any claim, action or omission by a customer or end-user of Customer or
3.4 Taxes. Customer, as a political subdivision of the other third party, relating to, or arising out of, Customer's or any of its
Slate of Florida,is exempt from taxes.3.5 Credit QTS customers'services or the Customer Space licensed or Services provided
may in Its sole discretion report Customer's payment history to reporting under this Agreement (including claims arising from or relating to
interruptions, suspensions, failures, defects, delays, impairments or
agencies,including but not limited to.Dun 8 Bradstreet. inadequacies in any of the aforementioned Licenses or Services);and(iv) IX
X
4. SPACE AND SERVICES SELECTED. any claim,action or omission by a customer or end-user of a Customer or
other third party relating to or arising out of violation of the AUP by F®
Customer,a Customer Party or any end-user or customer of Customer.
4.1 rvi (1) QTS agrees to provide the Customer Subject to F.S.768.28, both parties shall defend and indemnify the other
Space and Services and Customer agrees to pay the applicable fees for for any breach of the mutual insurance provisions in Section 8. oy
the Customer Space licensed and the Services set forth in each Work
CONFIDENTIAL
Master Space Agreement(6,1) ¢
Packet;Pg. 931
C.23.a
QTS shall indemnity,defend, save and hold harmless the Customer. its Agreement only, to any potential transferee or assignee of all or any
00
officers,agents and employees,harmless from any and all Losses arising portion of the Data Center,or in connection with a merger involving QTS,
00
from or related to(a)any and all bodily injuries,sickness,disease or death or acquisition of all or substantially all of the assets of QTS; (iii) any
to the extent caused by the negligence or willful misconduct of QTS; (b) disclosure by QTS that is required to respond to a security threat to theCD
injury to or destruction of tangible property to the extent caused by the QTS IaaS;or (iv) any disclosure that a party concludes that it Is required 60
negligence or willful misconduct of QTS; or (c) the violation of any to make as a matter of law(including,without limitation, in accordance
applicable federal, state, County or municipal laws, ordinances or with the rules and regulations of a national stock exchange, the
regulations by QTS or a QTS Party.This indemnification shall not apply to Securities and Exchange Commission or other securities law regulators):
such disclosure is made after good faith consultation with
the negligent or wrongful acts, omissions or defaults caused by the provided that
Customer,its employees,or agents.Customer shag give prompt notice of counsel with respect thereto and prior to making such required >-
any claim for which QTS may be obligated to provide indemnification. Confidential where
ar Peron shle,the
party
the own who is er required h Confidential �
Information that disclosure is legally required. Each party agrees to only
6. REMEDIES AND DAMAGES,AND LIMIT ON WARRANTIES make copies of the other's Confidential Information for purposes y
consistent with this Agreement, and each party shall maintain on any
such copies a proprietary legend or notice as contained on the original or
61 Afa Other Warren(r. EXCEPT FOR THE EXPRESS as the disclosing party may request.
WARRANTIES SET FORTH IN THE AGREEMENT,THE CUSTOMER
SPACE AND SERVICES (INCLUDING ALL MATERIALS SUPPLIED 7.2 ExaWsions from Confidentiality io
AND USED THEREWITH)ARE PROVIDED"AS IS,WHERE IS'',AND Notwithstanding the confidentiality obligations required herein, neither
CUSTOMERS USE OF THE CUSTOMER SPACE AND SERVICES IS a s confidentiality obligations herriunder shall apply Y I to information
AT ITS OWN RISK, EXCEPT FOR THE EXPRESS WARRANTIES SET p g
FORTH IN THE AGREEMENT,QTS DOES NOT MAKE,AND HEREBY which: (a)is already known to the receiving party(other than the terms of
this Agreement); (b) becomes publicly available without fault of the
DISCLAIMS,ANY AND ALL REPRESENTATIONS AND WARRANTIES,
EXPRESS OR IMPLIED,WHETHER IN FACT OR BY OPERATION OF y w
receiving party; is rightfully obtained the receiving party from a D
LAW,STATUTORY OR OTHERWISE,INCLUDING,BUT NOT LIMITED third party without
restriction as to disclosuu re;or (d)such Confidential
, HABITABILITY, Information is approved for release by written authorization of the party
T0, WARRANTIES OF MERCHANTABILITY;
MARKETABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR having the rights in such Confidential Information; or (e) Is developed
PURPOSE; SUITABILITY,. NONINFRINGEMENT;TITLE,OR ARISING independently by the receiving party without use of the disclosing parry's
FROM A COURSE OF DEALING,OR TRADE PRACTICE, Confidential Information.
6.2 Qnseguential Damages Waiver. IN NO EVENT 7.3 gagk rc Performance and lniunctive Relief. Each of
WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY TYPE OF OTS,Customer and theit respective representatives agree that a breach 1-
INCIDENTAL, SPECIAL„ EXEMPLARY, PUNITIVE, INDIRECT OR of Sections 7.1 and 72 above give rise to irreparable injury to the other
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, party for which damages may not be adequate compensation, and in
LOST REVENUE, LOST PROFITS,, REPLACEMENT GOODS, LOSS consequently,that the other party shall be entitled,in addition to all other ku remedies available to it at law or equity,to injunctive and other equitable 2
OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR relief to prevent a breach of Sections T1 and 7.2 and to secure the
INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT,EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF specific performance of such sections without proving actual damages or
SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF posting a bond or other security. CD
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THE D
FOREGOING LIMITATION OF LIABILITY AND DAMAGES SHALL NOT 8. MUTUAL INSURANCE REQUIREMENTS
APPLY TO: (I) A BREACH BY EITHER PARTY OF THE
CONFIDENTIALITY OBLIGATIONS IN SECTION 7; (ii) A PARTY'S 8A Minimum Love QTS agrees to keep in full force U
INDEMNIFICATION OBLIGATIONS;OR(iii)A BREACH BY CUSTOMER and effect during the Term of this Agreement: (1)commercial general
OF THE AUP OR SECTION 10,15 OF THIS AGREEMENT. liability insurance with a combined single limit in an amount not less than
$1,000,000 per occurrence, and $2,000,000 aggregate (or coverage
6.3 Bests of the Bargain: The parties acknowledge that under an "umbrella" policy in an amount not less than S3.00.000),
the prices have been set,and the Agreement is entered into in reliance including broad form premises and operations,independent contractors. W
upon the limitations of liability,remedies,damages,and the disdaimers products and completed operations, personal injury, contractual, and
of warranties and damages set forth herein,and that sit such limitations broad form property damage liability coverages and (0) workers' ;:
and exclusions form an essential basis of the bargain between the compensation insurance covering such party's employees in an amount r-
parties. The specific remedies provided herein or in any Addendum are not less than that required by Law- OTS shall maintain property D
the exclusive remedies available to Customer. insurance(all risks)covering QTS'Facilities,including the Data Center. A
Customer shall maintain property insurance (all risks) covering the >
7. MUTUAL CONFIDENTIALITY/NON-SOLICIT Customer Space and Customer Equipment. Customer agrees that It will
insure and be solely responsible for insuring the injuries to and claims of
' et to Chapter i f 9,Public its representatives, except for injuries caused by QTS' negligent or
7,1 Disclosure and Use. Subject wrongful acts or omissions. All such policies shall be written by CD
Records Lew, each party agrees that it will not use in any way, nor insurance carriers Licensed in the state in which the Data Center is N
disclose to any third party,the other patty's Confidential Information,.and located, and shall be rated A-. IX or better by A.M. Best. Customer is
will take reasonable precautions to protect the confidentiality of such self-insured and agrees to keep in full force and effect during the Term of
information, at least as stringently as it takes to protect its own this Agreement general liability coverage in an amount not less than ku
Confidential Information, but in no case will the degree of care be less 1,0001000 per occurrence. Each party must submit the required
than reasonable care. Nothing herein shall preclude disclosure by a party: Certificates of insurance to the other party prior to execution of this ku
(i)to that party s.attorneys. accountants, lenders and other advisors and Agreement,
employees who have a bona fide need to know the other party's h®
Confidential Information in connection with the receiving party's 9 TERMINATION
performance under this Agreement;(i)with respect to the terms of this
ku
_2_
Master Space Agreement(6.1)
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s C.23.a
9,1 Termination for Cause, QTS may terminate th:s 9.3 Hold-over Customer. 1f Customer continues to use
00
Agreement or any Service (in who ie or in part), at any time, without any Customer Space or Service after the expiration or earlier termination 00
i0
liability,for any one or more of the following.; (a)Customer breaches any of the Tenn for such Customer Space or Service, then Customer shall r
material term of this Agreement and falls to cure such breach (if remain subject to the terms and conditions of this Agreement and the
CD
susceptible to cure)within thirty(30)days after receipt of written notice of recurring monthly charge and usage charges during such hold-over 60
the same(provided„however,:to the event this Agreement provides that period shall increase to one hundred and twenty-five percent(125%)of
termination of any rights shall be immediiate for any specific breach,then the recurring monthly charge and usage charges for the last full month
such notice period shall not be required); (b)QTS becomes aware that before expiration or earlier termination of the Term. During such
Customer has threatened the security of the Data Center,the QTS laaS, hold-aver period,this Agreement becomes a month to-month Agreement
or any other network or system;;(c)failure to pay amounts in accordance and can be terminated on thirty-(30) days notice by either party. This 5-
with Section 3,1,after twenty(20)days written notice and failure to cure; Section 9.3 shall not apply if the Customer and QTS are participating in
(d) repeated violation of the AUP by Customer or its customers or good faith negotiations for a renewal of Services.
end-users;(e)QTS is unable to provide Customer Space or Services due
to Customer's acts or omissions;. or (f) a court or other government 9.4 Suspension of Licenses or Services. QTS
authority having jurisdiction over the Services prohibits QTS from may suspend Customer's access and rights to any or all Customer Space W
furnishing the Customer Space or Services to Customer. Customer may or Services and/or Customer's rights to remove any or all of Customer's
terminate this Agreement for any one or more of the following:(w)QTS Equipment if Customer fails to pay any undisputed sum for Customer
breaches any material term of this Agreement and fails to cure such Space or Services when such payment is due and such failure remains
breach within thirty(30)days after recept of written notice of the same; uncured for a period of twenty(20)days after written notice is given to
or(x)as specifically set forth in an Addendum attached hereto; (y)OTS Customer by QTS. In the event of a suspension of Licenses or Services
becomes the subject of a voluntary or involuntary proceeding relating to pursuant to this Section 9A, Customer agrees that QTS may, without
insolvency,bankruptcy„receivership„liquidation.or reorganization for the notice or liability, prevent Customer access to the Customer Space M
benefit of creditors, and such petition or proceeding is not dismissed and/or suspend Services. If Customers access or Services are
within sixty (60) days of the filing thereof" or (z) a court or other suspended pursuant to this Section 9.4 and OTS determines„in its sole
government authority having jurisdiction over the Services prohibits QTS discretion„to reconnect Customer Space or Services, Customer agrees
from furnishing the Customer Space or Services to Customer. to pay. In addition to any other fees or sums for Customer Space or
Services owing under this Agreement, the Reconnection Feem, The
9:2 Early Termination, In the event Customer desires to remedies of QTS under this Section 9.4 are in addition to any other rights
terminate any License or Services prior to the and of the Term (other that QTS may have under this Agreement,
than as provided in Section 9,11 herein),:or if the Licenses or Services are
terminated by QTS as provided in Section 9.1 herein,Customer shall pay 9,5 Effegt of Terwination by Ei h r Pa Upon the
for all work performed prior to notice of termination and for monthly fees effective date of termination of the Agreement: (a)QTS will immediately 1--
incurred prior to termination plus a termination charge equal to the cease providing Services and Customers License shall terminate and
percentage of the remaining monthly recurring fees that would have OTS shall not be responsible for any loss of access or data as result of y
been charged for the Customer Space and Services for the Term (as such cessation of Services; (b) any payment obligations of Customer
applicable on the date of said termination)calculated as foliows: under this Agreement for Customer Space or Services provided through
the date of termination and any applicable Termination Fees will
a. 100%) of the remaining monthly recurring charges immediately become due and payable; and (c)within ten (10)days of
that would have been charged for the Customer such termination Customer shall: (i)remove from the Data Center(s)all'
Space and Services for months 1-12 of the Term(as Customer Equipment and any other Customer property located at the CD
applicable on the effective date of termination);plus Data Center(s)(but only upon receipt of all sums due under(b));(ti)make
available all OTS Provided Equipment to an authorized representative of
b. 60%of the remaining monthly recurring charges that QTS;and(iii)return the Customer Space to QTS in the some condition as
would have been charged for the Customer Space existed on the Start Date, normal wear and tear excepted. If Customer W
and Services for months 13-24(as applicable on the does not remit the sums payable under(b)and/or does not remove the F®
effective date of termination);plus Customer Equipment and its other property as provided in(c),,OTS will
have the right to do one or more of the following,without notice,without
c. 5090 of the remaining monthly recurring charges that liability therefor,and without prejudice to any other available remedies: (x)
would have been charged for the Customer Space re-claim the Customer Space, remove all property therefrom and W
h the end of the re-license the Customer Space; (y)move all such Customer property to
and Services for months 25 through secure storage and charge Customer for the cost of such removal and �
Terns (as applicable on the effective date of storage; and (z) liquidate the Customer property in accordance with
termination)(the'Termination Fees*). applicable law,applying all proceeds first to the cost of such liquidation,
then to all payment obligations due hereunder,and the balance thereof„if
Such Termination Fees are not penalties, but due to the difficulty in any,shall be paid to Customer.
estimating actual damages for early termination,are agreed upon charges
to fairly compensate QTS. 10. MISCELLANEOUS PROVISIONS
N
CD
Notwithstanding anything in this Section 9.2 to the contrary, QTS and 101 Force Maieure. Neither party shall be liable to the N
Customer acknowledge that funding for the fees set forth on each Work other for any failure of performance or equipment due to causes beyond
Order is dependent at all times upon the appropriation of funds by the such party's reasonable control,including but not limited to; acts of God, ro
Board of County Commissioners and/or any other organization of the State {ire, explosion; any Law or direction of any governmental entity; 0)
of Florida authorized to appropriate such funds. In the event that the emergencies;civil unrest,wars; unavailability of rights-of way,third party
funding to support the fees set forth on a Work Order Is not appropriated, services or materials; or strikes, lock-outs, work stoppages, labor
whether in whole or in part,then Customer may terminate the applicable shortages or other labor difficulties; viruses, denial of service attacks,
Work Order(s), without liability for Termination Fees, provided that telecommunications failures,failure of the Internet or other events of a 1-
-Customer delivers written notice to OTS as soon as reasonably practical type or magnitude for which precautions are generally not taken in the
after it receives notice of the non-appropriation.
ru
-3-
m
Master Space Agreement(6.1) ¢
Packet iPg. 933
C.23.a
industry(each,&"Force Majeure Event"). If QTS is unable to deliver the shall relieve or release Customer of its obligations under this Agreement.
00
Customer Space or Service for thirty(30)consecutive days, Customer QTS may assign or transfer part or all of its respective rights and
shall have the right to terminate any affected Work Order pursuant obligations under this Agreement without prior notice to Customer, r
hereto. provided; however, QTS shall deliver notice as soon as practical after
consummation of the transfer,including without limitation;to any entity that
10.2 Relocation of Customer Eouinment or Customer is a subsidiary or affiliate of QTS or to any entity that is the survivor of a
Space. If it is necessary or desirable,for QTS'use of the Data Center,to merger with QTS and any entity that acquires all or substantially all of the
relocate the Customer equipment or Customer Space to another area in assets of QTS. In the event of any transfer or termination of QTS'interest
the Data Center or other similar data center owned by QTS,the parties in the Data Center by sale,assignment,transfer,foreclosure,deed-in-lieu
will cooperate in good faith with each other to facilitate such relocation. of foreclosure or otherwise whether voluntary or involuntary.QTS shall be >'
QTS shall be solely responsible for the costs incurred by QTS in automatically relieved of any and all obligations and liabilities on the part of �
connection With any such relocation. Relocation made by QT5 at the QTS from and after the dale of such transfer or termination, and any
subsequent owner of the Data Center shall only be responsible for such
request of Customer,will be at the sole expense of Customer. QTS will
use commercially reasonable efforts to minimize and avoid any obligations and liabilities under this Agreement which accrue from
and y
interruption in Services during such relocation. after the date such transferee or assignee acquires QTS' interest as
licensor under this Agreement. Customer agrees to altom to the
10.3 Regulatory h In the event that a tariff is filed transferee upon any such transfer and to recognize such transferee as the
licensor under this Agreement,provided that upon the request of Customer,
against QTS or there is a change in law, rule or regulation, Increased such transferee Completes the necessary documentation to become a
power costs or similar circumstance that materially increases the costs or Customer approved vendor. This Agreement shall apply to bind, and
other terms of delivery of Customer Space or Services,the parties agree inure to the benefd of,any permitted transferees,assignees or successors,
to negotiate the rates to be charged,or other required terms of service to all of whom shall execute counterparts of this Agreement.and Customer
reflect such Increased costs or change in term of space or service. If the shall remain liable for the payment of all charges due under each Work
parties are unable to agree on new rates within thirty(30)days after QTS' Order or otherwise due or to become due under this Agreement.
delivery of written notice regarding the rate change,then either party may
terminate the Licenses or Services without liability by giving thirty(30) 10.6 in . This Agreement constitutes .2
days written notice. the entire understanding and agreement of the parties related to the
subject matter hereof, and supersedes and replaces any and all prior or
10.4 Notice. Any notice or communication required or contemporaneous discussions, agreements and understandings
permitted to be given hereunder may be delivered by hand, deposited regarding such subject matter. Each Work Order and Addendum
with an overnight courier,sent by a-mail or facsimile(provided delivery is includes terms which are in addition to,and not in lieu of the Agreement,
confirmed),or U.S. Mail registered or certified return receipt requested and shall be deemed to be part of this Agreement. Unless expressly
and postage prepaid,in each case to the address set forth below or to provided for in the Agreement. Customer agrees not to claim any
such other address as may hereafter be furnished in writing by either reliance on any other opinion, advice, recommendation, statement, y
party to the other party in accordance with this section. Such notice will be representation,warranty of QTS regarding the suitability,fitness„quality,: W
deemed to have been given as of the date it is received. merchantability,or the compatibility or functionality of any equipment or
software. Any additional or different terms in any purchase order or other
To QTS at. response made by either party shall be of no effect or in any way binding
upon either party unless signed by both parties.
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Quality Investment Properties Miami,LLC
12851 Foster Street 10.7 No C2MOtitim License of So Customer may
Overland Park,KS 66213 not at any time,without QTS'prior written consent,permit any QTS facility
Attn:Legal Department or the QTS laaS to be utilized for the resale of Internet access,
Fax-.(913)814-7766 co-location or managed services to QTS clients. Customer may use W
allocated space on the QTS IaaS to host software as a service
To Customer at: application.
Information Technology Director 10,8 Reledonship of the Pa rfi QTS and Customer are
102050 Overseas Hwy,Suite 222 independent contractors; this Agreement will not establish any
Key Largo,FL 33037 relationship of partnership,employment,franchise or agency.
County Administrator
1100 Simonton Street,Suite 205 10.9 Execution and gZLntema . This Agreement may
Key West,FL 33040 be executed In two or more counterparts,each of which will be deemed an Vi
original, but all of which together shall constitute one and the same >
County Attorney instrument.
1111 12"Street,Suite 408
Key West,FL 33040 10.10 Modificatio . This Agreement may be changed only N
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by a written document signed by authorized representatives of QTS and
10.5 Assignment. Customer may not assign or Customer. '
transfer part or all of its rights and obligations under this Agreement, or
resell the Services, or sublicense or lease(each a'Transfer) all or any 10.11 Severabifity. If any provision of this Agreement,as
part of the Customer Space without the written consent of QTS,which shall applied to either party or to any circumstance, is adjudged by a court or C
not be unreasonably withheld. QTS may require any transferee to execute arbitrator to be invalid, illegal or unenforceable,the some will not affect
documentation reasonably acceptable to QTS in connection with the the validity, legality, or enforceability of any other provision of this
applicable Transfer, including, without limitation, an assumption Agreement. All terms and conditions of this Agreement will be deemed
agreement whereby the transferee assumes all of Customers liabilities, enforceable to the fullest extent permissible under applicable law.
duties and obligations under this Agreement. In any event no Transfer
.4-
Master Space Agreement(6.1)
Packet iPg. 934
..........
C.23.a
10.12 Waiver.,All Rights Cumulative. The failure by applicable to every Service. Sections 10.2, 10.18 and 10.19 shall only
00
00
either party to enforce any rights hereunder shall not constitute a waiver apply to Customers contracting for Customer Space as reflected on a
of such right(s)or of any other or further rights hereunder. The waiver of Work Order.
any breach or default of this Agreement will not constitute a waiver of any r
subsequent breach or default. 10.17 Time of the nce. Time is of the essence with
respect to all provisions of this Agreement that specify a time for
10.13 GOVeming Law. This Agreement will be governed performance;provided,however,that the foregoing shall not be construed cn
by and construed in accordance with the laws of the State of Florida, to limit ordeprnve a party of the benefits of any grace or use period allowed
except its conflicts of law principles. In the event any cause of action or in this Agreement.
administrative proceeding is instituted for the enforcement or interpretation M
of this Agreement,the Parties agree that venue will lie in the appropriate 10.1 a Esbnne!Certificate.Customer shall,within twenty(20)
court or before the appropriate administrative body In Monroe County, days' prior written notice from QTS (but only in connection with a sale,.
Florida.The Parties agree that,in the event of conflicting Interpretations of financing,transfer, lease or similar transaction),deliver to QTS a signed y
the terms or a tern of this Agreement by or between them,the issue shall statement certifying the following information (but not limited to the ro
be submitted to mediation prior to the institution of any other administrative following Information in the event further information is reasonably required
or legal proceeding.This Agreement shall not be subject to arbitration. by QTS):(i)that this Agreement is unmodified and in full force and effect
(or, if modified,stating the nature of such modification and certifying that
this Agreement, as modified is in full force and ~); (ii)the dates to
10.14 Mi]j Party Bons ries. The provisions of this which the fees and other charges due under this Agreement are paid in
Agreement and the rights and obligations created hereunder are intended advance,if any;(Ill)the amount of Customer's security deposit,R any;and ro
for the sole benefit of QTS and Customer, and do not create any right, (iv)acknowledging that there are not any uncured defaults or breaches on
claim or benefit on the part of any person not a party to this Agreement. the part of QTS under this Agreement (including, without limitation, all
The parties do not intend any provision of this Agreement to be Addendum and Work Orders), and no events or conditions then in
enforceable by or to benefit any third party. existence which, with the passage of time or notice or both„ would 0
constitute a default or breach on the part of QTS under this Agreement 0
10.15 ! !ua!Pro Rights. QT5 shall remain the (including, without limitation, all Addendum and Work Orders). or y
sole owner of and retain all right, title and interest in any service,
specifying such defaults events or conditions, if any are claimed. It is
technical information and/or intellectual property rights('IPR')provided to expressly understood and agreed that any such statement may be reified
Customer hereunder, including, without limitation, all trademark, trade upon by any prospective purchaser or encumbrance of all or any portion of
names. service marks, copyrights, computer programs, general utility the Data Center. Customer's failure to deliver such statement within such
programs, software, methodology, databases, specifications, systems twenty(20)day period shall,constitute an admission by Customer that all
designs, applications, enhancements, documentation, manuals, statements there are true and correct
know-how,formulas, hardware,audiovisual equipment,tools,libraries,
discoveries, inventions, techniques, writings, designs, and other IPR 1019 Subordination. Customer accepts this Agreement
either used or developed by QTS or its agents in connection with the subject and subordinate to any mortgage, deed of trust, deed to severe
provision of service hereunder and all derivative works or improvements debt, ground lease or master lease of QTS and to any renewals,.
therein ("QTS Technology'). Any QTS Technology will not be modifications,: consolidation, refinancing and extensions thereof. It is 0
work-for-hire and Customer agrees to assign and hereby does assign to understood that QTS' interest in the Customer Space and Data Cellar
QTS all IPR in and to the QTS Technology. In return for payment of all fees may be that of ground lessee,rather than owner. This provision is hereby
and charges, QTS grants to Customer a royally free; non-exclusive, declared to be self-operative and no further instrument shall be required to 0
non-transferable, non-assignable license to use any IPR provided with effect such subordination of this Agreement;provided,however.Customer
the Services hereunder solely for the purpose of receiving such Services, shall,within ten(10)days after QTS'written request therefore, execute, 0
QTS shall be free to provide similar IPR to other parties and shall retain acknowledge and deliver any documents reasonably requested by QTS to
the right to unrestricted use of any data,and any and ah related concepts, assure the subordination of this Agreement to any of the same.
know-how,techniques or IPR either acquired or developed as a result of Notwithstanding the foregoing, if the lessor under any such lease or the
this Agreement. Customer further agrees to execute and deliver all, holder of any such deed to secure debt advises QTS that they desire to
documents and do all acts that QTS shall deem necessary or desirable to require this Agreement to be prior and superior thereto, upon written
secure to QTS' right, title and interest In and to such IPR.. Customer request of QTS to Customer, Customer agrees to promptly execute,
further agrees to cooperate with QTS as reasonably necessary to acknowledge and deliver any documents which QTS or such lessor,holder
maintain or enforce QTS'rights in the IPR. or holders reasonably deem necessary for purposes thereof. r,
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0
10.16 General. Without the consent of the other party, 10.20 Inspection and Access to QTS Books and Records 0
neither party shall issue any publication relating to this Agreement, y
except as may be required by Law. Notwithstanding, either party may QTS shall keep and maintain all books, records,and documents directly >
publicly refer to the other,orally and in writing,as a Customedlicensee pertinent to performance under this Agreement in accordance with
or service providerllicensor of the other, as applicable, and QTS may generally accepted accounting principles consistently applied. Each party
utilize Customer's logo and/or domain name at its website to this Agreement or their authorized representatives shall have
(www.gtsdateoenters.com) which may include a link from the QTS reasonable and timely access to such retards of each other party to this
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website to Customer's website. If either parry m
retains an attorney to Agreement for public records purposes during the term of the Agreeent
enforce the terms of this Agreement or to collect money due hereunder, and for five(5)years following the termination of this Agreement. If an
the prevailing party shall be entitled to recover reasonable attomeys'fees, auditor employed by the Customer or Monroe County Clerk of Court
court costs and other related expenses incurred in connection therewith. determines that monies paid to QTS pursuant to this Agreement were
The terms and provisions contained herein that by their sense and context spent by Customer for purposes not authorized by this Agreement,QTS 0
are intended to survive the performance thereof by the parties shall so shall repay the monies together with interest calculated pursuant to Sec.
survive termination of this Agreement, including, without limitation., 55.03,FS,,running from the date the monies were paid to Contractor.
provisions for indemnification and the making of any payments. This
Master Space Agreement may contain defined terns that are not
0
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Master Space Agreement(6,.1)
Packet iPg. 93!5
10.21 Public Records
nondiscrimination on the basis of disability;(8)The Florida Civil Rights Ad 00
'
The Parties shall allow and permit reasonable access to,and inspection of, of 1992. (Chapter 760, Florida Statutes, and Section 509:092, Florida w
00
all'documents,papers,letters or other material subject to the provision of Statutes). as may be amended from time to time, relating to
Chapter 119, Florida Statutes, and made or received by the parties in nondiscrimination; (9), The Monroe County Human Rights Ordinance
conjunction with this Agreement. (Chapter 13, Article VI, Sections 13-101 through 13-130),, as may be r
Pursuant to F.S. 119,0701.QTS and its subcontractors shall comply with amended from time to time, relating to nondiscrimination; and (10) any
all public records laws of the State of Florida„Including but not limited to: other nondiscrimination provisions in any Federal or state statues or local
(a) Keep and maintain public records that ordinarily and necessarily ordinances that may applyto the parties to, or the subject matter of,this
would be required by Monroe County in order to perform the service Agreement, W
(b) Provide the public with access to public records on the terms and >_
conditions that Monroe County would provide the records and at a cost that
does not exceed the cost provided in Florida Statutes,Chapter 119 or as
otherwise provided by law. W
(c) Ensure that public records that are exempt or confidential and exempt 10.23 Non-Waiver of Imm ni (n
from public records disclosure requirements are not disclosed except as
authorized by law:
(d) Meet all requirements for retaining public records and transfer„at no Notwithstanding the provisions of Section 768,28, Florida Statutes, the
cost,to Monroe County all public records in possession of QTS upon participation of the parties in this Agreement and the acquisition of any
termination of the contract and destroy any duplicate public retards that commercial liability insurance coverage,self-insurance coverage,or local
are exempt or confidential and exempt from public records disclosure ofgovernmentiunitliability insurance pool coverage age,shal not be deemed a waiver
requirements..All records stored electronically on QTS systems must be of immunity to the extent of liability coverage,; not shall any Contract
entered into by the Customer be required to contain any provision for
provided to Monroe County in a format that is compatible with the
Information technology systems of Monroe County. waiver,
The County shall have the right to unilaterally cancel this Agreement upon
violation of this provision by QTS. 10.24 Privileees and Imm n'i C
All of the privileges and immunities from liabiltty, exemptions from laws„ N
ordinances and rules, and pensions and relief, disability, workers'
compensation and other benefits that apply to the activity of officers,:
agents,volunteers or employees of the Customer,when performing their
10.22 Nondiscrimination respective functions under this Agreement within the territorial limits of the
The Parties agree there will be no unlawful discrimination against any County shag apply to the same degree and extent to the performance of
person,and it is expressly understood that upon a determination by a court such functions and duties of such officers, agents, volunteers or I-_
of competent jurisdiction that unlawful discrimination has occurred„ this employees outside the territorial limits of the County. _
Agreement shall automatically terminate without any further action on the to
part of any party;effective the date of the court order. QTS and Customer 10.25 No Personal Liability
agree to comply with all Federal and Florida statutes, and all local
ordinances, relating to nondiscrimination as applicable to such party. No covenant or agreement contained herein shall be deemed to be a
These include but are not limited to' (1)Title VI of the Civil Rights Act of covenant or agreement of any member, officer, agent or employee of )
1964 (P.L. 88-352) which prohibits discrimination on the basis of race, Monroe County in his or her individual capacity,and no member.officer„
color and national origin;(2)Section 5W of the Rehabilitation Act of 1973. agent or employee of Monroe County shall be liable personally on this CD
as amended(20 U.S.C.s.794),which prohibits discrimination on the basis Agreement or be subject to any personal liability or accountability by
of handicap; (3) The Age Discrimination Act of 1975. as amended (42 reason of the execution of this Agreement.
U.S.C.ss.6101-6107),which prohibits discrimination on the basis of age;
(4)The Drug Abuse Office and Treatment Act of 1972(P.L. 92-256). as 10.26 Section Heading
amended,relating to nondiscrimination on the basis of drug abuse;(5)The Section headings have been inserted in this Agreement as a matter of I-_
Comprehensive Alcohol Abuse And Alcoholism Prevention,Treatment and convenience of reference only,and it is agreed that such section headings
Rehabilitation Act of 1970 (P.L. 91-616). as amended, relating to are not a part of this Agreement and will not be used in the interpretation of
nondiscrimination on the basis of alcohol abuse or alcoholism; (6)The any provision of this Agreement.
Public Health Service Act of 1912,ss. 523 and 527,(42 U S.C: 290 dd-3
and 290 ee-3),as amended,relating to confidentiality of alcohol and drug
abuse patient records; (7)The American with Disabilities Act of 1990(42 r
U.S.C. s 1201 Note),as may be amended from time to time, relating to
10.27 Attestations QTS agrees to execute such documents as the
Customer may reasonably require, including a Public Entity Crime y
Statement,and Ethics Statement,and a Drug-Free Workplace Statement >
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QUINITIt2NSCD
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(a) "Addendum" means an addendum to this Agreement stating additional terms and conditions '
applicable to the specific License or Service,
(b) "Ad hoc Engineering Services"means any technical support considered to be above and beyond
Remote Hands which usually includes technical support from a consultative or operational
perspective.
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Master Space Agreement(G.1)
Packet;Pg. 936
C.23.a
(c) "Acceptable Use Policy" or "AUP" means the acceptable use policy posted at Co
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www.atsdatacenters.com.
(d) "Agreement" means this agreement, the general terms and conditions herein and includes any T-
Addendum,, Product Description, Work Order, Specification„ Statement of Work, Scope of Work,
Customer Access Roster„the Rules and Regulations, and the Acceptable Use Policy,and all other
items expressly incorporated herein.
ns
(a) "Burstable" means Customer has the ability to use Services provided with respect to Customer 5
Space in excess of the Committed Data Rate. M
0
(f) "Cloud Organization Administrator" means one or more Customer representatives or QTS W
employees designated by Customer as having the right to access the self-service features of the y
QTS laaS.
(g) "Committed Data Rate"means Customer's agreement to pay for a minimum amount of bandwidth
per month(expressed In Megabits per second(Mbps)), as set forth in a Work Order,in connection
with its License of Customer Space.
U
ns
(h) "Confidential Information"means information which;(i)derives actual or potential economic value
from not being generally known to,and not available through proper means, by other persons who
could obtain economic value from recespt or use of such information,(it)is the subject of reasonable
efforts by its owner to maintain its confidentiality or secrecy,or(iii)is by its nature confidential,trade
secrets or otherwise proprietary to its owner. Confidential information includes the terms and
conditions of this Agreement, software source and object code, inventions, know-how, data, rn
formulas,patterns,compilations,programs„devices,methods,techniques,drawings,configurations,
plans,processes,financial'and business plans,names of actual or potential customers or suppliers,
Data Center configuration and QTS Technology.
(i) "Customer Access Roster"means the official register of Representatives.
Q) "Customer Equipment"means software,computer hardware,and all other equipment,goods,and (n
personal property owned by Customer or licensed or leased by Customer from third parties.
(k) "Customer Maintenance" means steps taken by Customer to properly maintain the Customer
Equipment in accordance with manufacturer instructions and requirements. )
(I} "Customer Space" means the portion of the Data Center(s) and associated power which QTS C
licenses to Customer under a Work Order. The location of the Customer Space shall be determined
by QTS in its sole discretion; provided. however;, Customer's reasonable preferences shall be
considered.
(m) "Data Genteel means any of the buildings and facilities owned or leased by QTS at which Customer
Space is located or from which Services are provided.
(n) "Expiration Date"as to any Work Order means the date which is calculated by adding the Term of W
the Work Order to the Start Date.
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(o) "Facilities"means any and all devices generally used by QTS to provide Customer Space or deliver
Services to its customers,but excluding QTS Provided Equipment and Customer Equipment.
(p) "Facilities Maintenance"means the times QTS monitors and maintains its network,QTS Provided
Equipment or Facilities.
N
(q) "Internet Intrusion Testing" means tests employing tools or techniques intended to gain
unauthorized access to Customer's environment
(r) "Laws" means rules, regulations, statutes, ordinances, orders and rulings of a government and
administrative and regulatory authorities,as well as the Rules and Regulations.
(a) "Licenses"means licenses of Customer Space to a Customer under a Work Order.
It) "Losses" means claims, demands, actions, suits„ proceedings, and all damages, judgments,
liabilities,losses„and expenses(including, but not limited to, reasonable attorneys fees and court
costs).
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C23.a
(u) "Party" or"Parties" means representatives,agents,employees,officers,directors or contractors,
or subcontractors.
(v} "Point of Demarcation" means the first point where Customer receives telecommunications or r
Internet access into the Customer Space
ns
(w) Product Description" or"Product Catalog"shall mean the written description of a License or
Service provided to Customer by QTS. W
(x} "Professional Services' means professional engineering or computer design., software
development, support or other consulting service provided, pursuant to a Statement of Work or
Scope of Work.
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(y) "QTS IaaS"means the QTS infrastructure as a service.
(z) "QTS Provided Equipment"means any hardware,software and other tangible telecommunications
or internet equipment leased,subleased,licensed or sublicensed by QTS to Customer.
U
Jae) "Reconnection Fee"means a fee of$175 per hour billed in quarter-hour increments for each hour co
or partial hour spent by QTS reconnecting the Services provided to Customer,
(bb) "Remote Hands"means general Customer directed actions such as power cycling equipment,basic
power or data cabling support, packing andlor unpacking of Customer Equipment, and simple key C
stroke commands to reboot or configure equipment.
C
(cc) "Representatives" means the individuals identified on the Customer Access Roster who are
authorized to enter the Data Center(s)and access the Customer Space.
(dd) "Rules and Regulations"means the data center rules posted atwww,ated tacenters,com,
(eel "Services" means all offerings of services and goods under a Work Order, but not including
Licenses of the Customer Space.With respect to Customer's contracting for QTS Cloud Services,
Services shall also include those QTS cloud services added by the Cloud Organization Administrator 2
through the QTS portal
(ff) "Specifications"means the detailed description of Licenses of Customer Space or Services,other
than Professional Services,attached to any Work Order. CD
(gg) "Start Hate"means the start date specifically set forth on the Work Order or,if there is not a start date
specified on the Work Order that date on which QTS provides notice to Customer that provisioning is
complete and Services shall begin. For the purposes of this notice,electronic mail notification shall be
adequate.
(hh) "Statement of Work","Scope of Work"or"Work"means the detailed description of Professional
Services attached to any Work Order.
(ii) "Term"as to any Work Order,means the period of time specified in a Work Order for which QTS will
provide the Customer Space or Services.
"Work Order"or"Order"means Customer's written order for a License of Customer Space,or the
provision of Services that has been accepted by QTS and executed by both parties, The Work Order
includes backup detail and shall set forth the licenses and Services, the prices to be charged for
Licenses and Services and any applicable Term andlor Committed Data Rate.
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[Signatures on following page]
8. U
Master Space Agreement(G.1) ¢
Packet;Pg. 938
C.23.a
IN WITNESS WHEREOF,authorized representatives of Customer and QTS have read the foregoing Master Space Agreement and
agree to be bound thereby as of the Effective Date.
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CUSTOMER:Monroe County Board of County Commissioners QTS
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Quality Inv Pro s mi,LLC
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Signature: Signatu
Print Name: Mayor Sylvia Murphy Print Nam y
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Title: Yr
Address: MU471U WetsoV1 Ceh1Zr 12851 Foster Street w
Icaor-v IfDtc "wy•f'wr"-g3Lt
IZW O fL W31 Overland Park,KS 66213
Telephone¢ 300453- v707 913.312.5514
E-Mail: kVCC'6 J'f6 @w0jjK>6ww1tq- J""E-Mall: aG�t� 25.C"
fAll-KIAiC10 Aot'''.2014 Date:
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(Co r e Seal)4tterst or Two(2)Wit esses
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� Pnnt as 1 2 [ � h s
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Printed Name`
By:`lf - _
Deputy Clerk
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Master Space Agreement(61) �-
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Addendum to the Master Terms and Conditions Additional Terms and C... https:l/www.gtsdatacenters.com/companytlegaUconnectivi C.23.a
Addendum to the Master Terms and Conditions co
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Additional Terms and Conditions for
InternetConnect Service
ADDENDUM TO MASTER TERMS AND CONDITIONS
ADDITIONAL TERMS AND CONDITIONS FOR INTERNETCONNECT SERVICE
W
This Addendum is attached to made part of the Master Agreement agreed to by Customer and Ch
the terms hereof are incorporated therein by this reference and are applicable where Customer
orders QTS supplied public Internet access("internetConnect Service").Capitalized terms used
herein and not otherwise defined herein shall have the same meaning such terms are given in
the Master Agreement. Notwithstanding anything contained herein to the contrary,this ca
Addendum shall be subordinate to the terms of any agreement signed by Customer and QTS
governing the provision of Internet access.
0
1.DEFINITIONS
1.1 "Carrier"shall mean a third party telecommunications provider selected or
designated to provide the internetConnect Service.
1.2"Carrier's Network"shall mean the end-to-end network used by the Carrier to
deliver the internetConnect Service utilizing Carrier owned(onnet)and leased(off net) r-
segments and networking equipment.
1.3"Customer"shall have the same meaning as"Tenant"in the Lease Agreement for
purposes of this Addendum.
1.4"Customer Equipment"shall have the same meaning as"Tenant Equipment"in the
Lease Agreement for purposes of this Addendum. o
0
1.5"Customer Maintenance"shall have the same meaning as"Tenant Maintenance"
in the Lease Agreement for purposes of this Addendum.
1.6"Customer Space"shall have the same meaning as"Premises"in the Lease
Agreement for purposes of this Addendum.
1.7"Data Center"shall have the same meaning as"Building"in the Lease Agreement for
purposes of this Addendum.
1.8"DDoS Mitigation Service"shall mean QTS'service to direct and mitigate
malicious internet traffic on the QTS network.
1.9"Master Agreement"or"the Agreement"shall have the same meaning as"Lease44
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Agreement,""Master Terms and Conditions"or"Master Space Agreement"for purposes of `I
this Addendum.
1.10"QTS"shall have the same meaning as"Landlord"in the Lease Agreement for
purposes of this Addendum.
1.ii"Unavailability"shall mean the Customer is unable to send or receive Internet
traffic.The duration of the Unavailability of the internetConnect Service is the difference
between the time QTS records a trouble ticket and when the internetConnect Service is 03
restored.
2.GENERAL
t of 9 Packet,Pg. 940
Addendum to the Master Terms and Conditions Additional Terms and C... https:/awww.gtsdatacenters.com/company/legal/connectivi C23.a
2.1 Service Definition.internetConnect is a dedicated internet access service which
enables the passing of data packets to and from a internetConnect ports over a cross
connect from the Customer Space to a cross connect to QTS'routing infrastructure with Co
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two or more upstream IP transit providers. o,
1.Optional Service Features
1.DDoS Mitigation Service. DDoS Mitigation Service is available as optional stand-
alone service. DDoS Mitigation Service provides realtime scanning of the Customer's
QTS provided IP address space and returns clean traffic to the Customer.
2. DDoS Emergency Mitigation Service. DDoS Emergency Mitigation Service is �-
available for internetConnect customers without DDoS Mitigation Service for a one-
time charge.
3.CUSTOMER OBLIGATIONS y
3.1 Customer's use of the internetConnect Service and that of its customers,personnel or
other end-users shall at all times comply with QTS'then current Acceptable Use Policy.
QTS agrees to provide Customer with thirty(3o)days'notice of any changes to said
Acceptable Use Policy. QTS will notify Customer of complaints received by QTS regarding
each incident of alleged violation of QTS'Acceptable Use Policy,whether by Customer or
third parties that has gained access to the Service through Customer. Customer agrees
that it will promptly investigate all such complaints and take all reasonably necessary o
actions to remedy and to prevent any further violation of QTS'Acceptable Use Policy.
Customer agrees that QTS may identify to the complainant that Customer or a third party
is investigating the matter and QTS may provide the complainant with the necessary
information to contact Customer directly to resolve the complaint.Customer shall identify
a representative for the purposes of receiving such communications.QTS reserves the right '
to install and use,or to require Customer to install and use,any appropriate devices to
prevent violations of QTS'Acceptable Use Policy,including devices designed to filter or
terminate access to the internetConnect Service. If QTS is notified of any allegedly
infringing,defamatory,damaging,obscene,pornographic,illegal,or offensive use,content
or activity,QTS may(but shall not be required to)investigate the allegation,or refer it to
Customer or a third party for investigation. QTS reserves the right to require the removal
of the illegal or objectionable content from the Web page or any other text or item linked to
the Internet,and require Customer to cease(or cause its users to cease)all illegal or o
objectionable activities or use. If Customer refuses such requirements,QTS may,at its
option,immediately suspend the internetConnect Service provided hereunder,and/or
terminate this Agreement,all without limiting any other remedies available to QTS,and r-
QTS shall not be liable to Customer or any other person as a result of any such action.
3.2 Customer is responsible for connecting to the Point of Demarcation specified in the
Work Order.Customer must procure and maintain Customer Equipment which is
technically compatible with the internetConnect Service. Neither QTS nor its designated
Carrier shall have an obligation to install,maintain or repair any Customer Equipment.
N
Customer shall provide all end-user equipment,software and all other telecommunications
and related equipment that Customer deems necessary or desirable for Customer's use of
the internetConnect Service as permitted by the Agreement. Except as otherwise agreed to
pursuant to a Work Order,Customer shall be solely responsible for installation,removal, c�
operation,replacement,maintenance,configuration,connection,inter-connection,and all '
other support in connection with(a)all Customer Equipment to be used by Customer in
the Customer Space,including without limitation,QTS Provided Equipment,and(b)all
telecommunications,data or lines and connections from the Point of Demarcation into and
throughout the Customer Space.
3.3 If applicable to Customer,Customer shall diligently comply with the notice and
takedown procedures of the Digital Millennium Copyright Act.
3.4 The Internet Protocol address"IP addresses"assigned to Customer by QTS in
connection with the internetConnect Service i)shall be used by Customer solely in
of 9 Packet,Pg. 941
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connection with the internetConnect Service;and ii)will require QTS to disclose certain
Customer contact information to the applicable registry for Internet numbers for QTS to
be in compliance with its agreements with such registry.If for any reason Customer co
discontinues the use of the internetConnect Service or the Agreement terminates, co
c,
Customer's right to use the IP addresses shall terminate and Customer shall cease using
such IP addresses.At any time after such termination,QTS may re-assign such address.
QTS may change the IP addresses upon thirty(3o)days'written notice to Customer.
c�
3.5 If Customer requires more than/28 sixteen(ib)IP version four(4)addresses,
Customer must complete the IP Justification Form. �-
r9
3.6 Customer may not resell IP addresses,IP numbers,or IP accounts from a QTS
provided leased line,including,without limitation,serial line Internet protocol(SLIP)or y
point-to-point protocol("PPP")dial-up accounts,point-to-point leased lines,switched
packet leased lines,or any TCP/IP transmission that uses resources on QTS'network
without the prior written consent of QTS and such account addresses are not portable.
Customer shall i)pay any fees related to the IP addresses;ii)own its own registered
domain names; iii) disclose any private or proxy domain name registrations to QTS
immediately upon request;iv)comply with any legal,technical,administrative,billing or
other requirements imposed by the relevant domain name registration authority; and v)
modify the mapping of such domain names to a new provider in the event Customer
changes service providers.
.2
3.7 To the extent Customer orders any internetConnect Service designated as"Burstable"
(meaning Customer has the ability to use the internetConnect Service in excess of the
Committed Data Rate),Customer will be billed for(a)the Committed Data Rate,and(b)
the Excess Use
(as defined below)at the price per Mbps set forth in the Work Order. Customer's use will
be sampled in five-minute inbound and outbound averages during each month. At the end
of the month in which such use is measured,the top five percent(5%)of the inbound and
outbound averages shall be discarded.The highest of the resulting ninety-five percent
(95%)for inbound and outbound averages will be compared to the Committed Data Rate,
and if that ninety-fifth percentile(95%)of traffic is higher than the Committed Data Rate, o
the difference between the highest of either average and the Committed Data Rate shall be
the"Excess Use".
3.8 Customer will promptly notify QTS of any availability issues with the internetConnect
Service.
3.9 Customer agrees to pay all charges for internetConnect Service even if incurred as a --
result of unauthorized use.Notwithstanding the foregoing,Customers receiving DDoS
Mitigation Service will not be liable for charges arising from the Excess Use caused by a
denial of service attack.
3.10 Customer shall comply with its responsibilities set forth in the responsibility matrix
set forth in Schedule A attached hereto and incorporated herein by this reference
("Responsibility Matrix"). `V
cv
4. QTS OBLIGATIONS
4.1 QTS may from time to time perform Facilities Maintenance and the Carrier,local
access provider or applicable third party may from time to time perform maintenance,
planned enhancements or upgrades. Customer acknowledges and agrees that the U)
performance of(i)maintenance by the Carrier,local access provider or third party; (ii)
Facilities Maintenance;and(iii)Customer Maintenance may cause the QTS network to be
temporarily inaccessible and the internetConnect Service and DDoS Mitigation Service
temporarily unavailable to Customer. QTS will use its commercially reasonable efforts to
conduct such Facilities Maintenance in a manner and at such times so as to avoid or
minimize the inaccessibility of the network and/or Unavailability of the internetConnect
3 of 8 1 Packet Pg. 942
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Service or DDoS Mitigation Service. Except for emergency maintenance,where QTS will
provide such notice as is reasonably practical,if Facilities Maintenance is expected to
interrupt access to the QTS network or the availability of internetConnect or DDoS
co
Mitigation Service,QTS shall give Customer notice by e-mail prior to conducting such co
maintenance,identifying the time and anticipated duration of the Facilities Maintenance. T_
4.2 QTS shall comply with its responsibilities set forth in the Responsibility Matrix.
4.3 Unless specifically provided for in a separate Addendum,QTS does not provide,user
or access security with respect to any of Customer's facilities or facilities of others,and
Customer shall be solely responsible for user/access security and network access to
Customer's facilities and any all Losses related thereto. QTS does not provide any service
to detect or identify any security breach of Customer's websites,databases or facilities, y
except as may be set forth in a separate written agreement between Customer and QTS.
4.4 Unless specifically provided for in a separate Addendum,QTS does not perform a,
Internet Intrusion Testing. Customer shall be solely responsible for any Losses incurred in
connection with any Internet Intrusion Testing by Customer or any third parry acting on
Customer's behalf.
5.REMEDIES AND DAMAGES AND LIMIT ON WARRANTIES
5.1 Customer acknowledges that the DDoS Mitigation Service may not successfully -
mitigate all attacks and may also result in some legitimate traffic being filtered from
Customer's website(s).QTS may discontinue the DDos Mitigation Service at any time by
giving reasonable advance notice if QTS determines,in its sole discretion,that the ,
website(s)and/or domains for which Customer has requested the DDoS Mitigation Service
pose an undue risk to the QTS Network or other customers.
5.2 EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE MASTER
AGREEMENT,QTS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE
PRODUCT CATALOG OR ANY THIRD PARTY SOFTWARE OR SERVICE. CUSTOMER
ACKNOWLEDGES
THAT CLOUD BASED NETWORKS,MPLS AND ETHERNET NETWORKS,AND THE
INTERNET INVOLVE THE TRANSMISSION AND PROCESSING OF DATA THROUGH
VARIOUS INTERCONNECTED NETWORKS THROUGHOUT THE GLOBE,AND
ACCEPTS THE PRIVACY AND SECURITY RISKS INHERENT IN SUCH SYSTEMS.
5.3 QTS may suspend the internetConnect Service without liability if: (i)QTS reasonably
believes that the internetConnect Service is being used(or have been or will be used)in
violation of the AUP or the Agreement; (ii)QTS discovers that Customer is affiliated in any
manner with,a person who has used similar services abusively in the past; (iii)Customer
doesn't cooperate with QTS'reasonable investigation of any suspected violation of the
Agreement; (iv)QTS reasonably believes that Customer's internetConnect Service has been
accessed or manipulated by a third party without Customer's consent; (v)QTS reasonably
believes that suspension of the internetConnect Service is necessary to protect the QTS
network,other QTS networks or systems or customer data; or(vi)suspension is required N
by law.QTS will provide Customer reasonable advance notice of a suspension under this
Section 5.2 and a chance to cure the grounds on which the suspension are based,unless
QTS determines,in its reasonable commercial judgment,that a suspension on shorter or
contemporaneous notice is necessary to protect QTS or its other customers from imminent
and significant operational or security risk.If the suspension was based on Customer's
breach of its obligations under the Agreement,then QTS may continue to charge the fees U)
for the internetConnect Service during the suspension,and may charge the Reconnection
Fee upon reinstatement of the internetConnect Service.
5.4 Customer's sole remedy and QTS'sole obligations with respect to any failure in the
internetConnect Service,hardware failure,software failure,or other error relating to the
internetConnect Service or the responsibilities of QTS set forth in the Responsibility
4of8 Packet,Pg. 943
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Matrix shall be for QTS to use reasonable efforts to promptly correct such error,to the
extent reproducible by QTS,and if applicable,to provide the Service Level Credits set forth W
in Section 6. Service Level Credits and error corrections are subject to Customer diligently CO
working to meet its responsibilities as set forth in the Responsibility Matrix. CO
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5.5 The parties understand and agree that use of telecommunications and data T_
communications networks and the Internet may not be secure and that connection to and
transmission of data and information over the Internet and such facilities provides the
opportunity for unauthorized access to computer systems,networks,and all data stored
therein.Information and data transmitted through the Internet or stored on any �-
equipment through which Internet information is transmitted may not remain confidential
and QTS does not make any representation or warranty regarding privacy,security,
authenticity,and non-corruption or destruction of any such information.Except as stated y
in Section 6,QTS does not warrant that the internetConnect Service or Customer's use will
be uninterrupted,error-free,or secure.QTS shall not be responsible for any adverse
consequence or loss whatsoever to Customer's(or its users'or subscribers')use of the
Internet.Use of any information transmitted or obtained by Customer using the QTS
network or the Internet is at Customer's own risk.QTS is not responsible for the accuracy
of information obtained through its network,including as a result of failure of
performance,error,omission,interruption,corruption,deletion,defect,delay in operation
or transmission,computer virus,communication line failure,theft or destruction or o
unauthorized access to,alteration of,or use of information or facilities,or malfunctioning
of websites.QTS does not control the transmission or flow of data to or from QTS'network
and other portions of the Internet.Such transmissions and/or flow depend in part on the
performance of telecommunications and/or Internet services provided or controlled by
third parties.At times,actions or inactions of such third parties can impair or disrupt '
Customer's connections to the Internet.QTS does not represent or warrant that such
events will not occur and QTS disclaims any and all liability resulting from or related to
such acts or omissions. y
6.SERVICE LEVEL GUARANTEESAND SERVICE LEVEL OBJECTIVES
6.1 InternetConnect Service Guarantee. Except in the event of Customer's use of a single
physical connection,QTS shall have the contracted intemetConnect Service available for the
Customer to transmit information to,and receive information from the Internet i00%of the
time. QTS shall use its reasonable discretion to determine whether an interruption in the
internetConnect Service Guarantee occurred and if QTS reasonably determines there was not an
interruption in the internetConnect Service Guarantee then such event shall not be deemed a
failure to meet the internetConnect Service Guarantee("intemetConnect Service Guarantee").
Customer acknowledges that incremental usage in excess of the Committed Data Rate is subject
to available bandwidth on the QTS network.
InternetConnect Service Remedy. In the event QTS fails to meet the internetConnect
Service Guarantee,Customer shall receive the applicable Service Level Credit described below. N
The internetConnect Service Guarantee is based on the cumulative Unavailability of the affected
internetConnect Service in a calendar month.
UNAVAILABILITY SERVICE LEVEL CREDIT N
Less than 5 minutes No Credit
00:05:01 to 00:25:00 io%of total Monthly Recurring Charge for internetConnect
Service
00:25:01 to 02:00:00 15%of total Monthly Recurring Charge for internetConnect
Service
02:00:01 to 04:00:00 25%of total Monthly Recurring Charge for internetConnect
Service
sl« Packet,Pg. 944
Addendum to the Master Terms and Conditions Additional Terms and C... https:tlwww.gtsdatacenters.com/company/legaVconnectivi C.23.a
04:00:01 to 35%of total Monthly Recurring Charge for internetConnect
08:00:00 Service
Co
Co
More than 8 hours 50%of total Monthly Recurring Charge for internetConnect
Service
6.2 Latency Guarantee. QTS shall provide the contracted internetConnect Service capable of
one-way transmissions of a monthly average of
So milliseconds or less between the QTS switch port and the QTS transit routers("Latency
Guarantee"). It is mutually understood that customers who purchase Burstable bandwidth may
necessarily suffer increased latency should volume exceed the Burstable access ordered. 0
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Latency Remedy. In the event QTS fails to meet the Latency Guarantee,Customer will receive
a Service Level Credit equal to one day's Monthly Recurring Charges for the affected
internetConnect Service for every io milliseconds(or portions thereof)over the guaranteed So
milliseconds monthly average.
6.3 Packet Delivery Guarantee.QTS guarantees network Packet Loss of less than o.5%
monthly average measured from the QTS switch port to the QTS transit routers("Packet
Delivery Guarantee"). It is mutually understood that customers who order fixed Committed
Data Rates(not Burstable),may necessarily suffer packet losses should volume exceed the fixed
Committed Data Rate ordered,and customers who purchase Burstable bandwidth may
necessarily suffer packet losses should volume exceed the Burstable access ordered.As such,the
Service Level Credit is only available for packet losses occurring within the ordered bandwidth.
Packet Delivery Remedy. In the event QTS fails to meet the Packet Delivery Guarantee,
Customer will receive a Service Level Credit equal to one day's Monthly Recurring Charges for
affected intemetConnect Service for every one percent(or portions thereof)over the guaranteed
0.5%monthly average.
6.4 DDoS Attack Notification Guarantee. QTS shall notify the Customer within fifteen
(15)minutes of receiving an alert of a high level attack alarm.QTS shall deliver such notice to
CD
Customer through the online Customer Portal("DDoS Attack Notification Guarantee"). o
0
Notification Remedy. In the event QTS fails to meet the DDoS Attack Notification Guarantee,
Customer shall receive the applicable Service Level Credit described below.
DURATION SERVICE LEVEL CREDIT
Greater than 15 minute timeframe to provide lo%of total Monthly Recurring Charge for
Customer notice of high DDoS Mitigation Service
0
level attack alarms v,
6.5 DDoS Mitigation Service Gurantee. Customer shall authorize QTS to begin mitigation
on traffic by opening a service ticket in the customer portal. QTS shall implement the DDoS
CD
Mitigation Service within fifteen(15)minutes receipt of the Customer's authorization to begin N
mitigiation efforts("DDoS Mitigation Service Gurantee").
DDoS Mitigation Service Remedy. In the event QTS fails to meet the DDoS Mitigation
Service Guarantee,Customer shall be entitled to the following remedies:
DURATION SERVICE LEVEL CREDIT
U)
Greater than 1S minutes(starting after Customer 50%of total Monthly Recurring Charge
has approved traffic to be mitigated) for DDoS Mitigation Service
7.REMEDIES.
o f 8 Packet Pg. 945
Addendum to the Master Terms and Conditions Additional Terms and C_ https:iiwww.qtsdatacenters.com/company!legal/conncetivi C.23.a
7.1 If QTS fails to meet the internetConnect Service Guarantee,Latency Guarantee,Packet
Delivery Guarantee,DDoS Attack Notification Guarantee and DDoS Mitigation Service
Guarantee(each referred to herein individually and collectively as a"Service Level Guarantee"), CO
Customer shall be entitled to receive,as its sole and exclusive remedy,the applicable Service CO
Level Credits described in Section 6 and a right to terminate as set forth in Section 7.3 of this
Addendum. In no event shall the Customer's total amount of Service Level Credits in a given
month exceed fifty percent(50%)of Customer's total Monthly Recurring Charges for its
internetConnect Service for QTS'failure to meet the Service Level Guarantees under Section 6.1,
6.2 and 6.3. In no event shall the Customer's total amount of Service Level Credits in a given
month exceed fifty percent(5o%)of Customer's total Monthly Recurring Charges for its DDoS �-
Mitigation Service for QTS'failure to meet the Service Level Guarantees under Section 6.4 and
6.5.
W
7.2 In order to receive any of the Service Level Credits described in Section 6,Customer must �
deliver to QTS a statement(a"SLA Credit Request")setting forth in reasonable detail a
description of each event entitling Customer to a credit which occurred during the applicable
calendar month on or before the five(5)calendar days from the date on which the Service Level
Credit event occurred. Upon delivery of an SLA Credit Request to QTS and confirmation by QTS
of its accuracy,QTS will provide Customer a credit against the Monthly Recurring Charges for
the affected internetConnect Service or DDoS Mitigation Service.
0
7.3 If QTS shall have a failure of internetConnect Service Guarantee for more than eight(8)
hours on three(3)separate occasions in any calendar month,Customer shall be entitled to
terminate the affected internetConnect Service upon the delivery of written notice received by
QTS within thirty(3o)days of the date of the second failure.Termination pursuant to this "
section shall be effective sixty(6o)days after the non-terminating party's receipt of the required '
termination notice.
7.4 Notwithstanding anything herein to the contrary,QTS will not knowingly or purposefully v,
fail to meet any Service Level Guarantee.In the event that a Service Level Guarantee is not met
and QTS determines in its reasonable judgment that such failure was a result of. (i)any Force
Majeure condition; (ii)any acts or omissions of an entity other than QTS,including but not
limited to Customer,Customer's agents,employees,end users,fiber provider,third party carrier
or other service providers connected to the QTS network; (iii)any activity under Customer's o
control or within the obligations undertaken by Customer(including,without limitation,
inaccurate or corrupt data input,use of network or the Service other than in accordance with the
documentation or the directions of QTS,failure or inability of Customer to obtain or the failure
or inability of a vendor to provide upgrades,new releases,enhancements,patches,error
corrections and fixes for software equipment,and problems in Customer's local environment);
or(iv)any Facilities Maintenance,maintenance conducted by the Carrier,local access provider
or applicable third party,planned enhancements or upgrades to QTS Network or Carrier
Network; planned enhancements or upgrades to QTS DDoS Mitigation Service;or any Customer
Maintenance,then QTS shall have no obligation to credit Customer any amount for any such
failure. N
SCHEDULE A
cv
Responsibility Matrix internetConnect Service QTS Customer N
GENERAL RESPONSIBILITIES
Incident management X
Configuration changes and updates X U)
Backup configuration files X
Restore configurations in the event of failure X E
Provide physical co-location hand-off X
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Connect QTS handoffs to Customer Equipment X
-..— ry
Complete IP Justification Form for more than/28(16)IP version 4 X co
co
addresses
Provide Cross Connect information and authorization X
Promptly notify QTS of any availability issues of the internetConnect X
Service
Responsibility Matrix DDoS Mitigation Service QTS Customer
GENERAL RESPONSIBILITIES
0)
Incident management X
..._______.................
Configuration changes and updates X
Define QTS DDoS Mitigation thresholds/policies. X
Update QTS DDoS thresholds/policies for changes in traffic profiles X
Contact Customer when attacks exceed customer thresholds to veify that "''X
issue is an attend and obtain permission to mitigate the issue.
.2
Identify if attack should be mitigated and grant QTS permission to X
mitigate.
Mitigate DDoS Attacks. X
Responsibility Matrixi DDoS Emergency Mitigation Service QTS Customer
GENERAL RESPONSIBILITIES
Contact QTS to purchase services. X
Mitigate DDoS attack making best effort based effort based on service X o
capacity.
OSC Contact Information
To open a trouble ticket with the Operations Support Center,please send an email to
. plll. gtotam
Customer may also call the Operations Support Center at 678-835-5000 to open a trouble ticket.
0
N
cv
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8 of
Packet;Pg. 947
C.23.b
$k0 1 l
1 � BOARD OF COUNTY COMMISSIONERS 00
00
Coup of Monroe ���� ) � $ Mayor Heather Carruthers,District 3
SFr �t Mayor Pro Tem Michelle Coldiron,District 2 r
David Rice,District 4
'Me Florida Keys ACraig Cates,District 1
�r. Sylvia J.Murphy,District 5
Information Technology Department
OFFICE of the COUNTY ADMINISTRATOR
1100 Simonton St., Suite 205 0
Key West, Florida 33040
To: BOCC
From: Alan MacEachern, Director of Information Technology
Date: June 26th, 2020
Re: Sole Source Justification—Quality Technical Services (QTS) Data Center
0
c
Please see the following reasons for the "sole source"justification on the extension of the
lease for Data Center Services at Quality Technical Services (QTS) in Doral, Florida:
1. Monroe County has a 6 year exceptional relationship with QTS during which time
they have been a reputable and reliable partner.
2. Monroe County currently leases space that supports 3 racks of equipment. This
equipment (network, broadcast and server infrastructure) is both expensive and
sensitive. It would be a significant physical risk to disconnect and move that )
equipment to another location.
3. It would be a significant service disruption of at least one to three days to physically
move the equipment to another data center and our support of the Sheriff network
wouldn't allow us to incur such a planned outage.
4. Monroe County has additional service contracts with AT&T and Comcast for fiber
connectivity at that location and attempting to cancel those services would incur --
significant early termination fees according to those contracts.
5. The Monroe County Clerk of the Court leases space at QTS based on our usage and
we provide them network services through a QTS provided connection. Moving our
data center to another location would necessitate coordination with the Clerk of the
Court to ensure they were also supported during the transition period.
6. The Monroe County State Attorney's Office is currently negotiating with QTS for
leased space based on our usage and ability to provide them network services
similar to the Clerk of the Court and moving our data center to another location
would necessitate coordination with them as well.
0
It is for these reasons that a sole source contract extending the 6 year relationship is ..
appropriate for this technical service.
Page 1
Packet Pg.948
DocuSign Envelope ID:076A2B57-6242-4730-B644-35C18D495lB1
C.23.c
Contract Number: MONRCOU.MIA.00040143
AF Contract Type: New
Sales Executive: Diego Pugliese (U
0)
Sales Engineer: Greg Rhodes
Start Date: 2/1/2017 ,
Data Center Location: MIA1 co
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Quality Investment Properties Miami, LLC
Company Name Monroe County,Florida uq
Contact Name Jorge Swaby
Customer Address 1100 Simonton St
Key West,Florida.33040-3110 0
W
Contact Phone Number (305)453-8794
Contact Email Address swaby forge a,monroecounty-fl.gov
.N
41 Month Term Non Recurring Monthly Recurring
Expiration Date:the last day of the final month of the Term. Charges Charges
Colocation and Connectivity $2,160.00 $7,335.00
0
(does not include sales tax)Total Charges $2,160.00 $7,335.00 Q
Work Order Notes
This Rork Order replaces MONRCOU.MIA.00,MONRCOU.MIA.00_0I and MONRCOU.MIA.00_02 X
Uj
By signing the below,the Authorized Representatives of Customer and QTS acknowledge(i)that they have reviewed the QTS Work Order,the master agreement and related 1--
addenda and Statements of Work;and(ii)that they understand the requirements of said documents and do hereby agree to be bound by the terms and conditions embodied therein. 0
in
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Monroe County,Florida DocuSig nedby: am Quality Investment Properties Mii.L cuSi nedb 2
2.1
Company J/� {� ,,�� Company ( L&' t�l� )
uu f 44.fMr (/j
Signature Signature O
Alan MacEachern Butch Goldi 6
Print Name Print Name
Director, IT EVP Sales
Title Title
10/18/2016 1 9:07 AM PDT 10/18/2016 1 9:49 AM PDT
Date Date
C9
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0
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Quality Technology Services CONFIDENTIAL Page 1 of 2-Reference Number 00040143 Packet,Pg.949
DocuSign Envelope ID:076A2B57-6242-4730-B644-35C18D495lB1
C.23.c
Customer: Monroe County, Florida
Sales Executive: Diego Pugliese
Sales Engineer: Greg Rhodes
O
Data Center Location: MIA1 �-
O
Colocation and Connectivity Unit:NRC Unit:MRC Qty NRC MRC 00
Space Services-Cage $15.00 $35.00 64 $960.00 $2,240.00 17
r
Power 120V 20Amp Primary $150.00 $360.00 4 $600.00 $1,440.00 CD
r
Power 120V 20Amp Redundant $150.00 $90.00 4 $600.00 $360.00
.N
IP Bandwidth-1Gbps port(500-1000 Mbps Commit) $0.00 $5.75 500 $2,875.00
IP Bandwidth-Bursting Overage 1Gbps Port $0.00 $7.19 1 As Used
Connectivity:Fiber Cross Connect $0.00 $150.00 2 $300.00 O
Connectivity:Additional IP Address Space $0.00 $0.00 112 $0.00 M
Space:Rack(4 Post) $0.00 $40.00 3 $120.00 0
O
Totals $2,160.00 $7,335.00
J
Product Configuration Notes
-Space Services-Cabinet-[1]square feet supports up to[150]usable watts.
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tJ
-Power 120V 20Amp Primary--Unless otherwise noted each branch circuit includes a standard NEMA locking receptacle.Also,unless otherwise noted
120v branch circuits include a QTS standard PDU,the customer will provide PDU for all other circuits
-Power 120V 20Amp Redundant--Unless otherwise noted each branch circuit includes a standard NEMA locking receptacle.Also,unless otherwise noted 0
120v branch circuits include a QTS standard PDU,the customer will provide PDU for all other circuits C
O
-IP Bandwidth-1Gbps port(500-1000 Mbps Commit)-Bandwidth overage charges are 150%of committed rate unless otherwise specified. 16 IP
addresses are included with bandwidth charges,any additional will incur an additional charge
X
-IP Bandwidth-1Gbps port(500-1000 Mbps Commit)-Bandwidth overage charges are 150%of committed rate unless otherwise specified. 16 IP W
addresses are included with bandwidth charges,any additional will incur an additional charge
-Space Services-Cage-[1]square feet supports up to[150]usable watts. _
-Power 120V 20Amp Primary--Unless otherwise noted each branch circuit includes a standard NEMA locking receptacle.Also,unless otherwise noted
120v branch circuits include a QTS standard PDU,the customer will provide PDU for all other circuits .2
-Power 120V 20Amp Redundant--Unless otherwise noted each branch circuit includes a standard NEMA locking receptacle.Also,unless otherwise noted U)
120v branch circuits include a QTS standard PDU,the customer will provide PDU for all other circuits >%
OB
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-Space:Rack(4 Post)-[1]square feet supports up to[150]usable watts. 6
76
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Quality Technology Services CONFIDENTIAL Page 2 of 2-Reference Number 00040143 Packet,Pg.950
C.23.d
Contract Type: Add/Change
Sales Executive: Mitch Levine
A CC)T S.,�-/
Sales Engineer: Greg Rhodes try
Start Date: October 1 st 2015 O
Data Center Location: Miami cy
O
Quality Investment Properties Miami,LLC W
Company Name Monroe County,Florida
Contact Name Jorge Swaby
Customer Address 1 100 Simonton St (J
Key West,Fl.33040-3110
.N
Contact Phone Number +1.305.295-5121
O
Contact Email Address swaby-jorge@monroecounty-fl.gov C
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(n
Work Order End Date: September 30, 201`7 Non Recurring Monthly Recurring
Charges Charges
Colocation and Connectivity $0.00 $1,775.00
U)
(does not include sales tax)Total Charges $0.00 $1,775.00
Work Order Notes 0)
2.1
By signing below,the Authorized Representatives of Customer and QTS acknowledge:(i)that they have reviewed the QTS Work Order,the Master Space Agreement and the G)
related Addenda and Statements of Work;and(ii)that they understand the requirements of said documents and do hereby agree to be bound by the terms and conditions embodied
therein. >v
CD
O
Please print and sign two complete copies of this work order and mail back to your sales representative for processing.One countersigned copy will be sent back to you.
Monroe County, rida Quality Investment Properties Miami,LLC
Company Company
Signature Signature
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Print Name ""®t Print Name T—
/�jp gj f �q
1
Title Title _
f.
Date Date
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Quality Technology Services CONFIDENTIAL Page I of 2-Reference Number 00030368 July 14,2015
Packet Pg.951
C.23.d
Customer: Monroe County,Florida
Sales Executive: Mitch Levine
ow�07 Sales Engineer: Greg Rhodes
Data Center Location: Miami
O
r9
Colocation and Connectivity Unit:NRC Unit:MRC Qty NRC MRC
O
IP Bandwidth- 1 Gbps port-(200-299 Mbps Commit) $0.00 $8.00 -200 $-1,600.00
O
Services out to
to
IP Bandwidth-Bursting Overage 1 Gbps port $0.00 $12.00 1 As Used O
J
Services out
O
IP Bandwidth Preferred-1 Gbps port-(500-999 Mbps $0.00 $6.75 500 $3,375.00
Commit)
Services In
to
IP Bandwidth Preferred-Bursting Overage IGbps port $0.00 $8.44 1 As Used
Services In
O
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Totals $0.00 $1,775.00 O
Product Configuration Notes
-IP Bandwidth-1 Gbps port-(200-299 Mbps Commit)-Bandwidth overage charges are 150%of committed rate unless otherwise specified.16 IP
addresses are included with bandwidth charges,any additional will incur an additional charge
-1P Bandwidth Preferred-I Gbps port-(500-999 Mbps Commit)-Bandwidth overage charges are 125%of committed rate unless otherwise specified.
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Quality Technology Services CONFIDENTIAL Page 2 of 2-Reference Number 00030368 July 14,2015
Packet Pg.952
C.23.e
AMY NEAVILIN, CPA
CLERK OF CIRCUIT COURT & COMPTROLLERco
M M E COUNTY,F MIN
DATE: August 26, 2014
0
TO: Bob Ward, Director y
Information Technology
ATTN.• Maria Guerra
Sr. Administrative Assistant
FROM.• Lindsey Ballard, D.C,,V
At the August 20, 2014, Board of County Commissioner's meeting the Board granted approval
and authorized execution of Item C24 QTS Master Space Agreement v6.1, including a Miami Colo
Addendum Form v6.0 and the attached work order to lease two (2) 47U racks, with 200 Mb/s of
redundant Internet connectivity,power and cooling. Total cost for 36-month term is $163,800.00.
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0
Enclosed is a duplicate original of the above mentioned for your handling. Should you have any
questions,please feel free to contact our office.
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cc: County Attorney 2
Finance✓
File
500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax.305-295-3663
3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fax:305-289-6025
88820 Overseas Highway,Plantation Key,FL 33070 Phone:852-7145 Fax:305-852-7146
Packet;Pg.953
C.23.e
Contract Type: New _
�{�` Quality M
O 1 I Technology Sales Executive: Mitch Levine
Services
Sales Engineer. Greg Rhodes
Start Date: Upon Provisioning Complete
Notice 00
00
Data Center Miami
Location: CD
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P'
601
Quality Investment Properties Miami,LLC
Company Name Monroe County,Florida
Contact Name Jorge Swaby
-- -
Customer Address 1100 Simonton St
Key West,Fl.33040-3110
Contact Phone Number +1.305.295-5121
J
Contact Email Address swaby-jorge@monroecounty-fl.gov
36 Month Term Non Recurring Monthly Recurring (J
Charges Charges t8
Expiration Date:the last day of the final month of the Term.
$4,400.00 $4,470.00
Colocation and Connectivity
Networking Services
$0.00 $80.00
00550 4, .
(does not include sales tax)Total Charges $4,400.00 $ X
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Work Order Notes
This Work Order includes 80 additional IP addresses.16 IP addresses are included with QTS'IP bandwidth service.QTS will provide the IP addresses in one block of 64 and one block of 32.
The MRC and NRC for cross connects to QTS IP bandwidth services are included in the price per megabyte.
By signing below,the Authorized Representatives of Customer and QTS acknowledge:(i)that they have reviewed the QTS Work Order,the Master Space Agreement and the
related Addenda and Statements of Work;and(ii)that they understand the requirements of said documents and do hereby agree to be bound by the terms and conditions embodied
therein.
Please print and sign two complete copies of this work order and mail back to your sales representative for processing.One countersigned copy will be sent back to you.
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Monroe County,Florida tQuali!Investment Prope is LLCCompanySignature
S L41 V IA S W ltiV kl 4
Print ame Print Name
ag ov o f monrvc CoU.YI tIl
— �-- Title
Title C"
A- '�Ot"i avid ?-ZS•c�
Date Date
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MONROE COUNTY Y ATTORNEY U)
APPROVED AS TO FORM:
KF.AIM 1,CLERK ( �a Q.��'�t,C, off TuGl
."w: CHRiSTINE M. LIMBERT-BARROWS 0)
BY, -n . 4 AS SISTAKIT COUNTY ATTORNEY
Date TAILL'
Quality Technology Services CONFIDENTIAL Page 1 of 2-Reference Number 00024189
July 26,2014
Packet;Pg.954
C.23.e
Customer: Monroe 7GregRhodes
Quality Sales Executive:
QTS I Technology
Services Sales Engineer:Data Center Location:
00
NRC MRC
Colocation and Connectivity 00
Unit:NRC Unit:MRC Qty r
$600.00 $635.00 2 $1,200.00 $1,270.00 r
Space Services-Cabinet 3 $1,350
$90.00
.00 $1,080.00
Power 120V 20Amp Primary $450.00 $
$450.00 $90.00 3 $1,350.00 $270.00 �
Power 120V 20Amp Redundant 600, .
200 $100
$0.00 $8.00 cB
IP Bandwidth-1 Gbps port-(50-99 Mbps Commit) 1 As Used
IP Bandwidth-Bursting Overage 1Gbps port $0.00 $12.00 >-
$200.00 $100.00 1 $200.00 $100.00 cy
Connectivity:Copper Cross Connect
$300.00 $150.00 1 $300.00 $I50.00
Connectivity:AT&T Copper Cross Connect
Unit:NRC Unit:MRC Qty NRC MRC
Networking Services $80.00
Connectivity:IP Address Space $0.00 $1.00 80
Totals $4,400.00 $4,550.00
Product Configuration Notes
-Space Services-Cabinet-[1]square feet supports up to[150]usable watts.
-Power 120V 20Amp Primary--Unless otherwise noted each branch circuit includes a standard NEMA locking receptacle.Also,unless otherwise noted
120v branch circuits include a QTS standard PDU,the customer will provide PDU for all other circuits o
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-Power 120V 20Amp Redundant--Unless otherwise noted each branch circuit includes a standard NEMA locking receptacle.Also,unless otherwise note W
120v branch circuits include a QTS standard PDU,the customer will provide PDU for all other circuits
-IP Bandwidth-1 Gbps port-(50-99 Mbps Commit)-Bandwidth overage charges are 150%of committed rate unless otherwise specified.16 IP addresses
are included with bandwidth charges,any additional will incur an additional charge
Additional Notes
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July 26,2014
Quality Technology Services CONFIDENTIAL Page 2 of 2-Reference Number 00024189
Packet;Pg.955
C.23.e
Q�S
Quality Investment Properties Miami, LLC
Master Space Agreement
This Master Space Agreement between Quality Investment Properties Miami, LLC, ("QTS")and The Board of County Commissioners of Monroe
County, a political subdivision of the State of Florida("Customer")is made effective as of July 16,2014("Effective Date")and governs the Customer
Space licensed and/or Services purchased under a Work Order. Capitalized terms used herein shall have the meaning given in the body and the
definition section of this Master Space Agreement.This master agreement contains terms and conditions applicable to each QTS product offering and
all product specific terms may not be applicable to each Service.Additional terms and conditions specific to a service shall be contained in an cy
Addendum attached hereto and incorporated herein.
1. LICENSES OF CUSTOMER SPACE AND ORDERS FOR Order;and(ii)in the event Customer requests QTS to perform consulting y
SERVICES. This Agreement is a master agreement under which or technical service of a specialized nature, the details, deliverables,
Customer may license Customer Space and order Services from time to milestone dates, fees and other pertinent information relating to such
time by the execution of a Work Order between Customer and QTS. To service will be set forth on an attached, executed Work Order.
the extent of any inconsistency between this Master Space Agreement,
any Addendum and a Work Order, the order of precedence shall be as 4.2 Customer Use of Services. Customer represents and W
follows: (i)a Work Order; (ii)an Addendum;then (iii)this Master Space warrants that Customer does not appear on the United States Department
Agreement. of Treasury, Office of Foreign Asset Controls list of Specially Designated
National and Blocked Persons and is not otherwise a person to whom QTS
2. TERM. The Term for this Agreement shall begin on the may not legally provide the Customer Space. Customer may not use the
Effective Date and expire at the termination or expiration of the last Work Services for the development,design,manufacture,production,stockpiling, C
Order. The Term for each Work Order shall begin on the Start Date and or use of nuclear, chemical or biological weapons, weapons of mass
expire on the Expiration Date. The termination or.expiration of a Work destruction,or missiles,in a country listed in Country Groups D:4 and D:3, °N
Order will not affect Customer's other Customer Space or Services under as set forth in Supplement No. 1 to the Part 740 of the United States Export
one or more separate Work Orders. Administration Regulations. Customer may not provide administrative
access to the Service to any person (including any natural person or LU
3. FEES AND PAYMENT TERMS. government or private entity)that is located in or is a national of Cuba,Iran,
Libya, Sudan, North Korea or Syria or any country that is embargoed or
highly restricted under United States export regulations. F®
3.1 Payment Terms. Except as otherwise set forth on a _
Work Order, QTS will invoice Customer for all Customer Space and 5 MUTUAL REPRESENTATIONS AND WARRANTIES; y
Services on a monthly basis, with fixed recurring charges invoiced in INDEMNIFICATION. Each party represents,warrants and covenants that:
advance and all other charges invoiced in arrears. Customer will pay
pursuant to the Local Government Prompt Payment Act 218.70 ("Act"). (i) it has and will maintain the legal right to use, operate and locate its
Customer will pay, by check or wire transfer, each invoice in compliant equipment in the Data Center; (ii) the performance of its obligations W
i
with the Act(i.e.forty-five(45)days after receipt of the proper invoice or
hereunder will not violate any applicable Laws;(iii)neither the execution of
such other date as required by the Act. If Customer disputes any portion this Agreement nor the performance of its obligations hereunder will
CD
of an invoice,Customer will notify QTS in writing of such dispute pursuant constitute a breach by it of any agreements to which it is a party or by which O
to the Prompt Payment Act. A dispute as to any portion of an invoice does it is bound; (iv) it has duly, authorized, executed and delivered this C
Agreement and this Agreement constitutes a legal, valid and binding
not relieve Customer from timely payment of the undisputed portion. obligation of such party and shall be enforceable against such party in
Fees for each of the licensed Customer Space or Services in a Work
Order begin to accrue at the Start Date. accordance with its terms; and (v) all equipment, materials and other i-
tangible items placed by it at Data Center will be installed,operated,used
and maintained in compliance with all applicable Laws and manufacturer
3.2 Intentionally Omitted. specifications. Subject to F.S. 768.28, Customer will indemnify, defend
and hold harmless QTS, and its representatives, agents, employees, W
officers, directors, members, partners, principals, managers, affiliates,
3.3 Late Payments. Subject to the Prompt Payment Act, lenders, contractors, subcontractors from any and all Losses arising from
any undisputed payment not received by QTS within thirty (30) days of or relating to: (i) any and all bodily injuries, sickness, disease or death to
the invoice due date shall be considered late and will accrue interest at a the extent caused by the negligence or wrongful act or omission by
rate of one percent(1%)per month (compounded daily), or the highest Customer; (ii) injury to or destruction of tangible property to the extent
rate allowed by applicable law,whichever is lower. caused by the negligence or wrongful act or omission by Customer;; (iii)
any claim, action or omission by a customer or end-user of Customer or E
3.4 Taxes. Customer, as a political subdivision of the other third party, relating to, or arising out of, Customer's or any of its W
State of Florida, is exempt from taxes. 3.5 Credit History. QTS customers'services or the Customer Space licensed or Services provided
may in its sole discretion report Customer's payment history to reporting under this Agreement (including claims arising from or relating to
agencies, including but not limited to, Dun&Bradstreet. interruptions, suspensions, failures, defects, delays, impairments or 1--
inadequacies in any of the aforementioned Licenses or Services);and(iv)
4. SPACE AND SERVICES SELECTED. any claim,action or omission by a customer or end-user of a Customer or
other third party relating to or arising out of violation of the AUP by
Customer, a Customer Party or any end-user or customer of Customer.
4.1 Services. (i) QTS agrees to provide the Customer Subject to F.S. 768.28, both parties shall defend and indemnify the other
Space and Services and Customer agrees to pay the applicable fees for for any breach of the mutual insurance provisions in Section 8.
the Customer Space licensed and the Services set forth in each Work
-1-
CONFIDENTIAL
Master Space Agreement(6.1)
Packet;Pg.956
C.23.e
QTS shall indemnify, defend, save and hold harmless the Customer, its Agreement only, to any potential transferee or assignee of all or any
officers, agents and employees,harmless from any and all Losses arising portion of the Data Center, or in connection with a merger involving QTS,
from or related to(a)any and all bodily injuries,sickness,disease or death or acquisition of all or substantially all of the assets of QTS; (iii) any C)
to the extent caused by the negligence or willful misconduct of QTS; (b) disclosure by QTS that is required to respond to a security threat to the -
injury to or destruction of tangible property to the extent caused by the QTS IaaS;or (iv) any disclosure that a party concludes that it is required
negligence or willful misconduct of QTS; or (c) the violation of any to make as a matter of law (including, without limitation, in accordance
00
applicable federal, state, County or municipal laws, ordinances or with the rules and regulations of a national stock exchange, the
00
regulations by QTS or a QTS Parry.This indemnification shall not apply to Securities and Exchange Commission or other securities law regulators): a
the negligent or wrongful acts, omissions or defaults caused by the provided that such disclosure is made after good faith consultation with r"
Customer, its employees,or agents.Customer shall give prompt notice of counsel with respect thereto and prior to making such required
any claim for which QTS may be obligated to provide indemnification. disclosure,where permissible,the party who is required to disclose the
Confidential Information shall notify the owner of such Confidential
Information that disclosure is legally required. Each party agrees to only
6. REMEDIES AND DAMAGES,AND LIMIT ON WARRANTIES make copies of the other's Confidential Information for purposes
consistent with this Agreement, and each party shall maintain on any >-
such copies a proprietary legend or notice as contained on the original or M
6.1 No Other Warranty. EXCEPT FOR THE EXPRESS as the disclosing party may request.
WARRANTIES SET FORTH IN THE AGREEMENT, THE CUSTOMER W
SPACE AND SERVICES (INCLUDING ALL MATERIALS SUPPLIED 7.2 Exclusions from Confidentiality Obligations.
AND USED THEREWITH)ARE PROVIDED "AS IS,WHERE IS", AND
CUSTOMER'S USE OF THE CUSTOMER SPACE AND SERVICES IS Notwithstanding the confidentiality obligations required herein, neither
AT ITS OWN RISK. EXCEPT FOR THE EXPRESS WARRANTIES SET party's confidentiality obligations hereunder shall apply to information
FORTH IN THE AGREEMENT,QTS DOES NOT MAKE,AND HEREBY which: (a)is already known to the receiving party(other than the terms of W
DISCLAIMS,ANY AND ALL REPRESENTATIONS AND WARRANTIES, this Agreement); (b) becomes publicly available without fault of the W
EXPRESS OR IMPLIED,WHETHER IN FACT OR BY OPERATION OF receiving party; (c) is rightfully obtained by the receiving party from a
LAW,STATUTORY OR OTHERWISE, INCLUDING,BUT NOT LIMITED third party without restriction as to disclosure; or (d) such Confidential
TO, WARRANTIES OF MERCHANTABILITY, HABITABILITY, Information is approved for release by written authorization of the party
MARKETABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR having the rights in such Confidential Information; or (e) is developed
PURPOSE, SUITABILITY, NONINFRINGEMENT, TITLE, OR ARISING independently by the receiving party without use of the disclosing party's
110-
FROM A COURSE OF DEALING,OR TRADE PRACTICE. Confidential Information.
6.2 Consequential Damages Waiver. IN NO EVENT 7.3 Specific Performance and Iniunctive Relief. Each of
WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY TYPE OF QTS,Customer and theft respective representatives agree that a breach
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR of Sections 7.1 and 7.2 above give rise to irreparable injury to the other
CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, Party for which damages may not be adequate compensation, and ,
LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS consequently,that the other party shall be entitled,in addition to all other
OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA, OR remedies available to it at law or equity,to injunctive and other equitable
INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, relief to prevent a breach of Sections 7.1 and 7.2 and to secure the W
EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF specific performance of such sections without proving actual damages or y
SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF Posting a bond or other security.
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE. THE
FOREGOING LIMITATION OF LIABILITY AND DAMAGES SHALL NOT 8. MUTUAL INSURANCE REQUIREMENTS
APPLY TO: (i) A BREACH BY EITHER PARTY OF THE
CONFIDENTIALITY OBLIGATIONS IN SECTION 7; (ii) A PARTY'S 8.1 Minimum Levels. QTS agrees to keep in full force Cn
INDEMNIFICATION OBLIGATIONS;OR(iii)A BREACH BY CUSTOMER and effect during the Term of this Agreement: (i) commercial general
OF THE AUP OR SECTION 10.15 OF THIS AGREEMENT. liability insurance with a combined single limit in an amount not less than
$1,000,000 per occurrence, and $2,000,000 aggregate (or coverage
6.3 Basis of the Bargain. The parties acknowledge that under an "umbrella" policy in an amount not less than $3,000,000),
the prices have been set, and the Agreement is entered into in reliance including broad form premises and operations, independent contractors,
upon the limitations of liability, remedies, damages, and the disclaimers products and completed operations, personal injury, contractual, and
of warranties and damages set forth herein, and that all such limitations broad form property damage liability coverage: and (ii) workers'
and exclusions form an essential basis of the bargain between the compensation insurance covering such party's employees in an amount
parties. The specific remedies provided herein or in any Addendum are not less than that required by Law. QTS shall maintain property
the exclusive remedies available to Customer. insurance(all risks)covering QTS' Facilities, including the Data Center.
Customer shall maintain property insurance (all risks) covering the
7. MUTUAL CONFIDENTIALITY/NON-SOLICIT Customer Space and Customer Equipment. Customer agrees that it will
insure and be solely responsible for insuring the injuries to and claims of
its representatives, except for injuries caused by QTS' negligent or
7.1 Disclosure and Use. Subject to Chapter 119, Public wrongful acts or omissions. All such policies shall be written by
Records Law, each party agrees that it will not use in any way, nor insurance carriers licensed in the state in which the Data Center is E
disclose to any third party,the other party's Confidential Information,and located, and shall be rated A-, IX or better by A.M. Best. Customer is 0)
will take reasonable precautions to protect the confidentiality of such self-insured and agrees to keep in full force and effect during the Term of CD
information, at least as stringently as it takes to protect its own this Agreement general liability coverage in an amount not less than
Confidential Information, but in no case will the degree of care be less 1,000,000 per occurrence. Each party must submit the required
than reasonable care. Nothing herein shall preclude disclosure by a party: Certificates of insurance to the other party prior to execution of this
(i) to that party's attorneys, accountants, lenders and other advisors and Agreement.
employees who have a bona fide need to know the other party's
Confidential Information in connection with the receiving party's 9 TERMINATION
performance under this Agreement; (ii)with respect to the terms of this
-2-
Master Space Agreement(6.1)
Packet;Pg.957
C.23.e
9.1 Termination for Cause. QTS may terminate this 9.3 Hold-over Customer. If Customer continues to use
Agreement or any Service (in whole or in part), at any time, without any Customer Space or Service after the expiration or earlier termination
liability,for any one or more of the following: (a)Customer breaches any of the Term for such Customer Space or Service, then Customer shall W
material term of this Agreement and fails to cure such breach (if remain subject to the terms and conditions of this Agreement and the L_
susceptible to cure)within thirty(30)days after receipt of written notice of recurring monthly charge and usage charges during such hold-over W
the same(provided, however, in the event this Agreement provides that period shall increase to one hundred and twenty-five percent(125%)of
termination of any rights shall be immediate for any specific breach,then the recurring monthly charge and usage charges for the last full month
00
such notice period shall not be required); (b) QTS becomes aware that before expiration or earlier termination of the Term. During such a
Customer has threatened the security of the Data Center,the QTS IaaS, hold-over period,this Agreement becomes a month-to-month Agreement T-
or any other network or system;(c)failure to pay amounts in accordance and can be terminated on thirty (30) days notice by either party. This
with Section 3.1,after twenty(20)days written notice and failure to cure; Section 9.3 shall not apply if the Customer and QTS are participating in
(d) repeated violation of the AUP by Customer or its customers or good faith negotiations for a renewal of Services.
end-users;(e)QTS is unable to provide Customer Space or Services due M
to Customer's acts or omissions; or (f) a court or other government 9.4 Suspension of Licenses or Services by QTS. QTS W
authority having jurisdiction over the Services prohibits QTS from may suspend Customer's access and rights to any or all Customer Space
furnishing the Customer Space or Services to Customer. Customer may or Services and/or Customer's rights to remove any or all of Customer's �
terminate this Agreement for any one or more of the following: (w) QTS Equipment if Customer fails to pay any undisputed sum for Customer
breaches any material term of this Agreement and fails to cure such Space or Services when such payment is due and such failure remains
breach within thirty(30)days after receipt of written notice of the same; uncured for a period of twenty (20) days after written notice is given to Ch
or(x)as specifically set forth in an Addendum attached hereto: (y)QTS Customer by QTS. In the event of a suspension of Licenses or Services
becomes the subject of a voluntary or involuntary proceeding relating to pursuant to this Section 9.4, Customer agrees that QTS may, without
insolvency,bankruptcy, receivership, liquidation,or reorganization for the notice or liability, prevent Customer access to the Customer Space
benefit of creditors, and such petition or proceeding is not dismissed and/or suspend Services. If Customer's access or Services are r_
within sixty (60) days of the filing thereof; or (z) a court or other suspended pursuant to this Section 9.4 and QTS determines, in its sole
government authority having jurisdiction over the Services prohibits QTS discretion,to reconnect Customer Space or Services, Customer agrees
from furnishing the Customer Space or Services to Customer. to pay, in addition to any other fees or sums for Customer Space or
Services owing under this Agreement, the Reconnection Fee. The
9.2 Early Termination. In the event Customer desires to remedies of QTS under this Section 9.4 are in addition to any other rights
terminate any License or Services prior to the end of the Term (other that QTS may have under this Agreement.
than as provided in Section 9.1 herein),or if the Licenses or Services are
terminated by QTS as provided in Section 9.1 herein,Customer shall pay 9.5 Effect of Termination by Either Pail . Upon the
for all work performed prior to notice of termination and for monthly fees effective date of termination of the Agreement: (a)QTS will immediately
incurred prior to termination plus a termination charge equal to the cease providing Services and Customer's License shall terminate and
percentage of the remaining monthly recurring fees that would have QTS shall not be responsible for any loss of access or data as result of
been charged for the Customer Space and Services for the Term (as such cessation of Services; (b) any payment obligations of Customer
applicable on the date of said termination)calculated as follows: under this Agreement for Customer Space or Services provided through
the date of termination and any applicable Termination Fees will
a. 100%) of the remaining monthly recurring charges immediately become due and payable; and (c) within ten (10) days of
that would have been charged for the Customer such termination Customer shall: (i) remove from the Data Center(s) all a)
Space and Services for months 1-12 of the Term(as Customer Equipment and any other Customer property located at the
applicable on the effective date of termination); plus Data Center(s)(but only upon receipt of all sums due under(b));(ii)make
available all QTS Provided Equipment to an authorized representative of )
b. 80%of the remaining monthly recurring charges that QTS;and(iii)return the Customer Space to QTS in the same condition as
would have been charged for the Customer Space existed on the Start Date, normal wear and tear excepted. If Customer
and Services for months 13-24(as applicable on the does not remit the sums payable under(b)and/or does not remove the
effective date of termination); plus Customer Equipment and its other property as provided in (c), QTS will
have the right to do one or more of the following, without notice, without
liability therefor,and without prejudice to any other available remedies: (x)
C. 50%of the remaining monthly recurring charges that re-claim the Customer Space, remove all property therefrom and
would have been charged for the Customer Space re-license the Customer Space; (y) move all such Customer property to
and Services for months 25 through the end of the secure storage and charge Customer for the cost of such removal and 76
Term (as applicable on the effective date of storage; and (z) liquidate the Customer property in accordance with rx
termination)(the"Termination Fees"). applicable law, applying all proceeds first to the cost of such liquidation,
then to all payment obligations due hereunder,and the balance thereof,if
Such Termination Fees are not penalties, but due to the difficulty in any,shall be paid to Customer.
estimating actual damages for early termination,are agreed upon charges
to fairly compensate QTS. 10. MISCELLANEOUS PROVISIONS
ru
Notwithstanding anything in this Section 9.2 to the contrary, QTS and 10.1 Force Maieure. Neither party shall be liable to the
Customer acknowledge that funding for the fees set forth on each Work other for any failure of performance or equipment due to causes beyond W
Order is dependent at all times upon the appropriation of funds by the such party's reasonable control, including but not limited to: acts of God, CD
Board of County Commissioners and/or any other organization of the State fire, explosion; any Law or direction of any governmental entity;
of Florida authorized to appropriate such funds. In the event that the emergencies; civil unrest, wars; unavailability of rights-of-way, third party
funding to support the fees set forth on a Work Order is not appropriated, services or materials; or strikes, lock-outs, work stoppages, labor
whether in whole or in part, then Customer may terminate the applicable shortages or other labor difficulties; viruses, denial of service attacks,
Work Order(s), without liability for Termination Fees, provided that telecommunications failures, failure of the Internet or other events of a
Customer delivers written notice to QTS as soon as reasonably practical type or magnitude for which precautions are generally not taken in the
after it receives notice of the non-appropriation.
-3-
Master Space Agreement(6.1)
Packet;Pg.958
industry(each,a"Force Majeure Event"). If QTS is unable to deliver the shall relieve or release Customer of its obligations under this Agreement.
Customer Space or Service for thirty (30) consecutive days, Customer QTS may assign or transfer part or all of its respective rights and
shall have the right to terminate any affected Work Order pursuant obligations under this Agreement without prior notice to Customer, W
hereto. provided; however, QTS shall deliver notice as soon as practical after >'
consummation of the transfer,including without limitation,to any entity that
10.2 Relocation of Customer Equipment or Customer is a subsidiary or affiliate of QTS or to any entity that is the survivor of a00
0.
Space. If it is necessary or desirable,for QTS'use of the Data Center,to merger with QTS and any entity that acquires all or substantially all of the
00
relocate the Customer equipment or Customer Space to another area in assets of QTS. In the event of any transfer or termination of QTS'interest a
the Data Center or other similar data center owned by QTS,the parties in the Data Center by sale,assignment,transfer,foreclosure,deed-in-lieu CD
r"
will cooperate in good faith with each other to facilitate such relocation. of foreclosure or otherwise whether voluntary or involuntary,QTS shall be T-
QTS shall be solely responsible for the costs incurred by QTS in automatically relieved of any and all obligations and liabilities on the part of
connection with any such relocation. Relocation made by QTS at the QTS from and after the date of such transfer or termination, and any
request of Customer,will be at the sole expense of Customer. QTS will subsequent owner of the Data Center shall only be responsible for such
obligations and liabilities under this Agreement which accrue from and
use commercially reasonable efforts to minimize and avoid any after the date such transferee or assignee acquires QTS' interest as >-
interruption in Services during such relocation. licensor under this Agreement. Customer agrees to attorn to the M
transferee upon any such transfer and to recognize such transferee as the
10.3 Regulatory Changes. In the event that a tariff is filed licensor under this Agreement;provided that upon the request of Customer,
against QTS or there is a change in law, rule or regulation, increased such transferee completes the necessary documentation to become a
power costs or similar circumstance that materially increases the costs or Customer approved vendor. This Agreement shall apply to, bind, and
other terms of delivery of Customer Space or Services,the parties agree inure to the benefit of,any permitted transferees,assignees or successors,
to negotiate the rates to be charged, or other required terms of service to all of whom shall execute counterparts of this Agreement, and Customer
reflect such increased costs or change in term of space or service. If the shall remain liable for the payment of all charges due under each Work
parties are unable to agree on new rates within thirty(30)days after QTS' Order or otherwise due or to become due under this Agreement.
delivery of written notice regarding the rate change,then either party may
terminate the Licenses or Services without liability by giving thirty (30)
10.6 Entire Understanding. This Agreement constitutes
days written notice. the entire understanding and agreement of the parties related to the
subject matter hereof, and supersedes and replaces any and all prior or
10.4 Notice. Any notice or communication required or contemporaneous discussions, agreements and understandings
permitted to be given hereunder may be delivered by hand, deposited regarding such subject matter. Each Work Order and Addendum
with an overnight courier,sent by e-mail or facsimile(provided delivery is includes terms which are in addition to,and not in lieu of the Agreement,
confirmed), or U.S. Mail registered or certified return receipt requested and shall be deemed to be part of this Agreement. Unless expressly
and postage prepaid, in each case to the address set forth below or to provided for in the Agreement, Customer agrees not to claim any
such other address as may hereafter be furnished in writing by either reliance on any other opinion, advice, recommendation, statement, LU
party to the other party in accordance with this section. Such notice will be representation,warranty of QTS regarding the suitability,fitness,quality,
deemed to have been given as of the date it is received. merchantability, or the compatibility or functionality of any equipment or U)
software. Any additional or different terms in any purchase order or other
To QTS at: response made by either party shall be of no effect or in any way binding
upon either party unless signed by both parties. y
Quality Investment Properties Miami, LLC >
12851 Foster Street 10.7 No Competitive License or Service. Customer may "W
Overland Park, KS 66213 not at any time,without QTS'prior written consent,permit any QTS facility
Attn: Legal Department or the QTS IaaS to be utilized for the resale of Internet access,
Fax:(913)814-7766 co-location or managed services to QTS clients. Customer may use CD
allocated space on the QTS IaaS to host software as a service
To Customer at: application.
Information Technology Director 10.8 Relationship of the Parties. QTS and Customer are
102050 Overseas Hwy,Suite 222 independent contractors; this Agreement will not establish any
Key Largo,FL 33037 relationship of partnership,employment,franchise or agency.
County Administrator
et,Suite 205 10.9 Execution and Counterparts. This Agreement may
1100 Simonton Stre
Key West,Simonton
33 tre be executed in two or more counterparts,each of which will be deemed an
original, but all of which together shall constitute one and the sameCD
r
County Attorney instrument. cv
1111 121"Street,Suite 408
Key West,FL 33040 10.10 Modification. This Agreement may be changed only
by a written document signed by authorized representatives of QTS and
10.5 Assignment. Customer may not assign or Customer.
transfer part or all of its rights and obligations under this Agreement, or
resell the Services, or sublicense or lease (each a "Transfer") all or any 10.11 Severabilitv. If any provision of this Agreement, as
part of the Customer Space without the written consent of QTS,which shall applied to either party or to any circumstance, is adjudged by a court or
not be unreasonably withheld. QTS may require any transferee to execute arbitrator to be invalid, illegal or unenforceable, the same will not affect F®
documentation reasonably acceptable to QTS in connection with the the validity, legality, or enforceability of any other provision of this
applicable Transfer, including, without limitation, an assumption Agreement. All terms and conditions of this Agreement will be deemed
agreement whereby the transferee assumes all of Customer's liabilities, enforceable to the fullest extent permissible under applicable law. W
duties and obligations under this Agreement. In any event no Transfer
-4-
Master Space Agreement(6.1)
Packet;Pg.959
10.12 No Waiver All Rights Cumulative. The failure by applicable to every Service. Sections 10.2, 10.18 and 10.19 shall only
either party to enforce any rights hereunder shall not constitute a waiver apply to Customers contracting for Customer Space as reflected on a
of such right(s)or of any other or further rights hereunder. The waiver of Work Order.
any breach or default of this Agreement will not constitute a waiver of any
subsequent breach or default. 10.17 Time of the Essence. Time is of the essence with
respect to all provisions of this Agreement that specify a time for 00
10.13 Governing Law. This Agreement will be governed performance;provided,however,that the foregoing shall not be construed
00
by and construed in accordance with the laws of the State of Florida, to limit or deprive a party of the benefits of any grace or use period allowed
except its conflicts of law principles. In the event any cause of action or in this Agreement.
administrative proceeding is instituted for the enforcement or interpretation r
of this Agreement, the Parties agree that venue will lie in the appropriate 10.18 Estoppel Certificate.Customer shall,within twenty(20)
court or before the appropriate administrative body in Monroe County, days' prior written notice from QTS (but only in connection with a sale,
Florida.The Parties agree that,in the event of conflicting interpretations of financing, transfer, lease or similar transaction), deliver to QTS a signed
the terms or a term of this Agreement by or between them,the issue shall statement certifying the following information (but not limited to the
be submitted to mediation prior to the institution of any other administrative following information in the event further information is reasonably required cy
or legal proceeding.This Agreement shall not be subject to arbitration. by QTS): (i)that this Agreement is unmodified and in full force and effect
(or, if modified, stating the nature of such modification and certifying that
this Agreement, as modified is in full force and effect); (ii) the dates to y
10.14 Third Party Beneficiaries. The provisions of this which the fees and other charges due under this Agreement are paid in
Agreement and the rights and obligations created hereunder are intended advance, if any;(iii)the amount of Customer's security deposit,if any;and
for the sole benefit of QTS and Customer, and do not create any right, (iv)acknowledging that there are not any uncured defaults or breaches on
claim or benefit on the part of any person not a party to this Agreement. the part of QTS under this Agreement (including, without limitation, all
The parties do not intend any provision of this Agreement to be Addendum and Work Orders), and no events or conditions then in
enforceable by or to benefit any third party. existence which, with the passage of time or notice or both, would tJ
constitute a default or breach on the part of QTS under this Agreement
10.15 Intellectual Property Rights. QTS shall remain the (including, without limitation, all Addendum and Work Orders), or cts
sole owner of and retain all right, title and interest in any service, specifying such defaults events or conditions, if any are claimed. It is
technical information and/or intellectual property rights("IPR")provided to expressly understood and agreed that any such statement may be relied
Customer hereunder, including, without limitation, all trademark, trade upon by any prospective purchaser or encumbrance of all or any portion of
names, service marks, copyrights, computer programs, general utility the Data Center. Customer's failure to deliver such statement within such
twenty(20)day period shall,constitute an admission by Customer that all
programs, software, methodology, databases, specifications, systems statements there are true and correct.
designs, applications, enhancements, documentation, manuals,
know-how, formulas, hardware, audio/visual equipment, tools, libraries, UJI
discoveries, inventions, techniques, writings, designs, and other IPR 10.19 Subordination. Customer accepts this Agreement
either used or developed by QTS or its agents in connection with the subject and subordinate to any mortgage, deed of trust, deed to secure
provision of service hereunder and all derivative works or improvements debt, ground lease or master lease of QTS and to any renewals, F®
therein ("QTS Technology"). Any QTS Technology will not be modifications, consolidation, refinancing and extensions thereof. It is 9
work-for-hire and Customer agrees to assign and hereby does assign to understood that QTS' interest in the Customer Space and Data Center
QTS all IPR in and to the QTS Technology. In return for payment of all fees may be that of ground lessee,rather than owner. This provision is hereby
and charges, QTS grants to Customer a royalty free, non-exclusive, declared to be self-operative and no further instrument shall be required to '�
non-transferable, non-assignable license to use any IPR provided with effect such subordination of this Agreement;provided,however,Customer "W
the Services hereunder solely for the purpose of receiving such Services. shall, within ten (10) days after QTS' written request therefore, execute,
QTS shall be free to provide similar IPR to other parties and shall retain acknowledge and deliver any documents reasonably requested by QTS toCD
the right to unrestricted use of any data,and any and all related concepts, assure the subordination of this Agreement to any of the same.
know-how,techniques or IPR either acquired or developed as a result of Notwithstanding the foregoing, if the lessor under any such lease or the
this Agreement. Customer further agrees to execute and deliver all holder of any such deed to secure debt advises QTS that they desire to
documents and do all acts that QTS shall deem necessary or desirable to require this Agreement to be prior and superior thereto, upon written U
secure to QTS' right, title and interest in and to such IPR. Customer request of QTS to Customer, Customer agrees to promptly execute, I.-
further agrees to cooperate with QTS as reasonably necessary to acknowledge and deliver any documents which QTS or such lessor,holder
maintain or enforce QTS'rights in the IPR. or holders reasonably deem necessary for purposes thereof.
10.16 General. Without the consent of the other party, 10.20 Inspection and Access to QTS Books and Records
neither party shall issue any publication relating to this Agreement,
except as may be required by Law. Notwithstanding, either party may QTS shall keep and maintain all books, records, and documents directly
cD
publicly refer to the other, orally and in writing, as a Customer/licensee pertinent to performance under this Agreement in accordance with
or service provider/licensor of the other, as applicable, and QTS may generally accepted accounting principles consistently applied. Each party
utilize Customer's logo and/or domain name at its website to this Agreement or their authorized representatives shall have
(www.gtsdatacenters.com) which may include a link from the QTS reasonable and timely access to such records of each other party to this
website to Customer's website. If either party retains an attorney to Agreement for public records purposes during the term of the Agreement
enforce the terms of this Agreement or to collect money due hereunder, and for five (5) years following the termination of this Agreement. If an W
the prevailing party shall be entitled to recover reasonable attorneys'fees, auditor employed by the Customer or Monroe County Clerk of Court CD
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court costs and other related expenses incurred in connection therewith. determines that monies paid to QTS pursuant to this Agreement were
The terms and provisions contained herein that by their sense and context spent by Customer for purposes not authorized by this Agreement, QTS U)
are intended to survive the performance thereof by the parties shall so shall repay the monies together with interest calculated pursuant to Sec.
rX
survive termination of this Agreement, including, without limitation, 55.03, FS, running from the date the monies were paid to Contractor.
provisions for indemnification and the making of any payments. This
Master Space Agreement may contain defined terms that are not
-5-
Master Space Agreement(6.1)
Packet;Pg.960
C.23.e
10.21 Public Records nondiscrimination on the basis of disability;(8)The Florida Civil Rights Act
The Parties shall allow and permit reasonable access to,and inspection of, of 1992, (Chapter 760, Florida Statutes, and Section 509.092, Florida
all documents, papers, letters or other material subject to the provision of Statutes), as may be amended from time to time, relating to W
Chapter 119, Florida Statutes, and made or received by the parties in nondiscrimination; (9) The Monroe County Human Rights Ordinance
conjunction with this Agreement. (Chapter 13, Article Vl, Sections 13-101 through 13-130), as may be
Pursuant to F.S. 119.0701, QTS and its subcontractors shall comply with amended from time to time, relating to nondiscrimination; and (10) any
all public records laws of the State of Florida, including but not limited to: other nondiscrimination provisions in any Federal or state statues or local
(a) Keep and maintain public records that ordinarily and necessarily ordinances that may apply to the parties to, or the subject matter of, this
would be required by Monroe County in order to perform the service. Agreement.
(b) Provide the public with access to public records on the terms and
conditions that Monroe County would provide the records and at a cost that
does not exceed the cost provided in Florida Statutes,Chapter 119 or as
otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt 10.23 Non-Waiver of Immunity
from public records disclosure requirements are not disclosed except as
authorized by law. Notwithstanding the provisions of Section 768.28, Florida Statutes, the
(d) Meet all requirements for retaining public records and transfer,at no participation of the parties in this Agreement and the acquisition of any
cost,to Monroe County all public records in possession of QTS upon commercial liability insurance coverage, self-insurance coverage,or local y
termination of the contract and destroy any duplicate public records that government liability insurance pool coverage shall not be deemed a waiver
are exempt or confidential and exempt from public records disclosure of immunity to the extent of liability coverage, nor shall any contract
requirements.All records stored electronically on QTS systems must be entered into by the Customer be required to contain any provision for
provided to Monroe County in a format that is compatible with the waiver.
information technology systems of Monroe County.
The County shall have the right to unilaterally cancel this Agreement upon
violation of this provision by QTS. 10.24 Privileges and Immunities CJ
All of the privileges and immunities from liability, exemptions from laws,
ordinances and rules, and pensions and relief, disability, workers'
compensation and other benefits that apply to the activity of officers,
agents, volunteers or employees of the Customer,when performing their
10.22 Nondiscrimination respective functions under this Agreement within the territorial limits of the
The Parties agree there will be no unlawful discrimination against any County shall apply to the same degree and extent to the performance of
person,and it is expressly understood that upon a determination by a court such functions and duties of such officers, agents, volunteers or
of competent jurisdiction that unlawful discrimination has occurred, this employees outside the territorial limits of the County.
Agreement shall automatically terminate without any further action on the
part of any party,effective the date of the court order. QTS and Customer 10.25 No Personal Liability
agree to comply with all Federal and Florida statutes, and all local F®
ordinances, relating to nondiscrimination as applicable to such party. No covenant or agreement contained herein shall be deemed to be a
These include but are not limited to: (1)Title VI of the Civil Rights Act of covenant or agreement of any member, officer, agent or employee of
1964 (P.L. 88-352) which prohibits discrimination on the basis of race, Monroe County in his or her individual capacity, and no member, officer, W
color and national origin; (2)Section 504 of the Rehabilitation Act of 1973, agent or employee of Monroe County shall be liable personally on this
as amended(20 U.S.C.s.794),which prohibits discrimination on the basis Agreement or be subject to any personal liability or accountability by L
of handicap; (3) The Age Discrimination Act of 1975, as amended (42 reason of the execution of this Agreement.
U.S.C.ss.6101-6107),which prohibits discrimination on the basis of age;
(4)The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as 10.26 Section Headings
amended,relating to nondiscrimination on the basis of drug abuse;(5)The Section headings have been inserted in this Agreement as a matter of
Comprehensive Alcohol Abuse And Alcoholism Prevention,Treatment and convenience of reference only,and it is agreed that such section headings
Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to are not a part of this Agreement and will not be used in the interpretation of
nondiscrimination on the basis of alcohol abuse or alcoholism; (6) The any provision of this Agreement.
Public Health Service Act of 1912, ss. 523 and 527, (42 U.S.C. 290 dd-3
and 290 ee-3),as amended, relating to confidentiality of alcohol and drug
abuse patient records; (7)The American with Disabilities Act of 1990 (42
U.S.C. s. 1201 Note), as may be amended from time to time, relating to
10.27 Attestations QTS agrees to execute such documents as the �--
Customer may reasonably require, including a Public Entity Crime
Statement, and Ethics Statement,and a Drug-Free Workplace Statement r
cv
DEFINITIONS
(a) "Addendum" means an addendum to this Agreement stating additional terms and conditions
applicable to the specific License or Service.
(b) "Adhoc Engineering Services"means any technical support considered to be above and beyond U)
Remote Hands which usually includes technical support from a consultative or operational
perspective.
ru
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Master Space Agreement(6.1)
Packet;Pg.961
C.23.e
(c) "Acceptable Use Policy" or "AUP" means the acceptable use policy posted at
www.otsdatacenters.com. cts
(d) "Agreement" means this agreement, the general terms and conditions herein and includes any
Addendum, Product Description, Work Order, Specification, Statement of Work, Scope of Work,
Customer Access Roster,the Rules and Regulations, and the Acceptable Use Policy, and all other
00
00
items expressly incorporated herein.
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(e) "Burstable" means Customer has the ability to use Services provided with respect to Customer r
Space in excess of the Committed Data Rate.
ns
(f) "Cloud Organization Administrator" means one or more Customer representatives or QTS
employees designated by Customer as having the right to access the self-service features of the M
QTS IaaS.
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(g) "Committed Data Rate"means Customer's agreement to pay for a minimum amount of bandwidth
per month (expressed in Megabits per second (Mbps)), as set forth in a Work Order, in connection W
with its License of Customer Space. y
(h) "Confidential Information"means information which: (i)derives actual or potential economic value
from not being generally known to, and not available through proper means, by other persons who
could obtain economic value from receipt or use of such information, (ii)is the subject of reasonable
efforts by its owner to maintain its confidentiality or secrecy, or(iii) is by its nature confidential,trade tJ
secrets or otherwise proprietary to its owner. Confidential information includes the terms and
conditions of this Agreement, software source and object code, inventions, know-how, data,
formulas,patterns,compilations,programs,devices,methods,techniques,drawings,configurations,
plans,processes,financial and business plans, names of actual or potential customers or suppliers,
Data Center configuration and QTS Technology.
(i) "Customer Access Roster" means the official register of Representatives.
X
(j) "Customer Equipment"means software,computer hardware,and all other equipment,goods,and uJ
personal property owned by Customer or licensed or leased by Customer from third parties.
(k) "Customer Maintenance" means steps taken by Customer to properly maintain the Customer
Equipment in accordance with manufacturer instructions and requirements. y
(1) "Customer Space" means the portion of the Data Center(s) and associated power which QTS
licenses to Customer under a Work Order. The location of the Customer Space shall be determined
by QTS in its sole discretion; provided, however, Customer's reasonable preferences shall be
considered.
0
(m) "Data Center"means any of the buildings and facilities owned or leased by QTS at which Customer
Space is located or from which Services are provided.
(n) "Expiration Date"as to any Work Order means the date which is calculated by adding the Term of
the Work Order to the Start Date.
(o) "Facilities"means any and all devices generally used by QTS to provide Customer Space or deliver
Services to its customers, but excluding QTS Provided Equipment and Customer Equipment.
r
(p) "Facilities Maintenance"means the times QTS monitors and maintains its network,QTS Provided
Equipment or Facilities. '
(q) "Internet Intrusion Testing" means tests employing tools or techniques intended to gain
unauthorized access to Customer's environment. 0)
(r) "Laws" means rules, regulations, statutes, ordinances, orders and rulings of a government and
administrative and regulatory authorities,as well as the Rules and Regulations.
(s) "Licenses" means licenses of Customer Space to a Customer under a Work Order.
(t) "Losses" means claims, demands, actions, suits, proceedings, and all damages, judgments,
liabilities, losses, and expenses (including, but not limited to, reasonable attorneys fees and court
costs).
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Master Space Agreement(6.1)
Packet;Pg.962
(u) "Party" or"Parties" means representatives, agents, employees, officers, directors or contractors,
or subcontractors.
(v) "Point of Demarcation" means the first point where Customer receives telecommunications or
Internet access into the Customer Space. 00
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00
(w) "Product Description" or "Product Catalog" shall mean the written description of a License or
Service provided to Customer by QTS. r
r
(x) "Professional Services" means professional engineering or computer design, software
development, support or other consulting service provided, pursuant to a Statement of Work or
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Scope of Work.
(y) "QTS laaS" means the QTS infrastructure as a service.
r9
W "QTS Provided Equipment"means any hardware,software and other tangible telecommunications
or internet equipment leased,subleased, licensed or sublicensed by QTS to Customer. y
(aa) "Reconnection Fee" means a fee of$175 per hour billed in quarter-hour increments for each hour
or partial hour spent by QTS reconnecting the Services provided to Customer.
(bb) "Remote Hands" means general Customer directed actions such as power cycling equipment, basic
power or data cabling support, packing and/or unpacking of Customer Equipment, and simple key
stroke commands to reboot or configure equipment.
(cc) "Representatives" means the individuals identified on the Customer Access Roster who are
authorized to enter the Data Center(s)and access the Customer Space.
'y
(dd) "Rules and Regulations" means the data center rules posted at www.citsdatacenters.com.
X
(ee) "Services" means all offerings of services and goods under a Work Order, but not including
Licenses of the Customer Space.With respect to Customer's contracting for QTS Cloud Services, '
Services shall also include those QTS cloud services added by the Cloud Organization Administrator
through the QTS portal.
(ff) "Specifications"means the detailed description of Licenses of Customer Space or Services, other
than Professional Services, attached to any Work Order.
(gg) "Start Date"means the start date specifically set forth on the Work Order or,if there is not a start date
specified on the Work Order that date on which QTS provides notice to Customer that provisioning is
CD
complete and Services shall begin. For the purposes of this notice,electronic mail notification shall be
adequate.
(hh) "Statement of Work", "Scope of Work"or"Work"means the detailed description of Professional
Services attached to any Work Order.
(ii) "Term"as to any Work Order,means the period of time specified in a Work Order for which QTS will
provide the Customer Space or Services.
(jj) "Work Order"or"Order"means Customer's written order for a License of Customer Space,or the
provision of Services that has been accepted by QTS and executed by both parties. The Work Order
includes backup detail and shall set forth the Licenses and Services, the prices to be charged for
Licenses and Services and any applicable Term and/or Committed Data Rate.
[Signatures on following page]
-8-
Master Space Agreement(6.1)
Packet;Pg.963
IN WITNESS WHEREOF,authorized representatives of Customer and QTS have read the foregoing Master Space Agreement and
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agree to be bound thereby as of the Effective Date.
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00
CUSTOMER: Monroe County Board of County Commissioners QTS
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Quality Inve t Pro s ami, LLC T.
Signature: Signatur �
Print Name: Mayor Sylvia Murphy Print Name.
Title:
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Address: MYjjl (,!-1 NeL.VUY1 UhfiU' 12851 Foster Street Ch
IOatUS� D� &A1 y J'IA.,(�L '4
Overland Park, KS 66213
Telephone:(3COLf53- 07S-7 G G1 913.312.5514
E-Mail:
buCGd.if1�5 @mol'ra C.C_0t .ntLf 1 �'490'/E-Mail: OLDI�
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Lurt 'AOt111 A014 Date: ���• ��
(Cor or Seal)Attest or Two(2)Witnesses
IAA' \
4 t: in,Clerk of Court
Witn ss 1 In
Print e: ram' ` 1 r �► S
with ess /�
Printed Name:ci iw1 a olm r cn
By�cXY7f�/ -u�y`� >
Deputy Clerk
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Master Space Agreement(6.1)
Packet;Pg.964
Quality
Q 1T S Technology
Services
Quality Investment Properties Miami, LLC
ADDENDUM TO MASTER SPACE AGREEMENT
ADDITIONAL TERMS AND CONDITIONS
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FOR COLOCATION AND INTERNET ACCESS 00
a
This Addendum is attached to and made a part of the Master Space Agreement between Customer and Quality Investment Properties Miami, LLC TCD
_
("QTS"), and the terms hereof are incorporated therein by this reference and are applicable where Customer orders the use of space within the Data T_
Center(s) to be used for the purpose of colocating computer equipment and associated telecommunications equipment (the "Customer Space"); or
Customer orders communications or connectivity including connection to the Internet. Capitalized terms used herein and not otherwise defined herein
shall have the same meaning such terms are given in the Master Space Agreement. Reference herein to the"Agreement"shall mean the Master Space
Agreement,this Addendum and all other Addenda attached thereto, and all Orders placed thereunder. No other discussions, proposals, brochures, or
statements of work are incorporated herein, and neither customer nor QTS have relied thereon. The Master Space Agreement, all Addenda attached >-
thereto,including this Addendum,and all Orders placed thereunder,fully and completely reflect the understanding and obligations of the parties. M
1. CUSTOMER SPACE AND QTS OBLIGATIONS F.S. 768.28, Customer hereby releases and shall hold QTS, its
0
employees and contractors harmless from and against all y
1.1 Upon acceptance by QTS of an Order for colocation and Losses relating to QTS's performance of such Remote Hands or
completion of build-out (if necessary), Customer will be granted Adhoc Engineering Services actions caused or arising out of any
a license to use the Customer Space, effective on the Start negligent, intentional or wrongful act, omission or default of
Date. The location of the Customer Space shall be determined Customer. Customer agrees that all requests for Remote Hands
by QTS in its sole discretion provided, however, Customer's and Adhoc Engineering Services will be billed to Customer at the
reasonable preferences identified to QTS may be considered. rates specified, provided that QTS may, in its sole discretion,
waive all or a portion of such Remote Hands or Adhoc
1.2 QTS shall use commercially reasonable efforts to complete the Engineering fees, where the need for such service arises out of
build-out and make the Customer Space available to Customer a system failure directly caused by QTS. The response time for
on or before the Target Date. The Term of use of the Customer Remote Hands and Adhoc Engineering Services will be based
Space shall begin thirty (30) days from the date of signing the upon available resources at time of Customer request and at no
Order. Build-out shall mean QTS's construction and installation time does QTS imply or guarantee a specific response time for N
of the Customer Space pursuant to the Order. QTS shall these services.
provide the following Services in connection with the Customer
Space: 1.5 QTS shall perform such janitorial services, environmental
(a) Physical space as identified in the applicable Order (i.e. systems maintenance, power plant maintenance and other
Half Cabinet, Full Cabinet,Cage,Suite) maintenance actions as QTS deems necessary or desirable with
(b) Physical security for the Data Center(s) (security station respect to the Data Center(s) in which the Customer Space is F®
and personnel,24 hours/day,365 days/year); located. QTS may from time to time monitor and maintain its
(c) Power to the Customer Space and generator back-up to network, QTS Provided Equipment and Facilities ("Facilities us
the Data Center(s); Maintenance"). Customer acknowledges and agrees that the W
(d) Data Center environmental controls (temperature and performance of Facilities Maintenance and Customer '�
humidity); and Maintenance may cause the network to be temporarily "W
(e) Security alarms and fire alarm/suppression systems for the inaccessible and the Services temporarily unavailable to
Data Center(s). Customer. QTS will use its commercially reasonable efforts toCD
conduct such Facilities Maintenance in a manner and at such
1.3 QTS shall provide cabling for services provided by QTS (i.e. times so as to avoid or minimize the inaccessibility of the
network services, network monitoring) and maintenance on network and/or unavailability of the Services. If Facilities
equipment and cabling owned by QTS up to the Point of Maintenance is expected to interrupt access to the network or U
Demarcation. The "Point of Demarcation" shall mean the first the availability of Services,QTS shall give Customer notice by e-
point where Customer receives telecommunications or Internet mail prior to conducting such maintenance, identifying the time
access service from QTS into the Customer Space. Except as and anticipated duration of the Facilities Maintenance.
otherwise agreed pursuant to a separate Addendum for Services
attached to the Master Space Agreement and set forth in a 2. CUSTOMER OBLIGATIONS W
corresponding Order, QTS shall not provide installation,
configuration, connection, inter-connection, maintenance or 2.1 Customer shall use the Customer Space only for placement and
support for any cabling, lines or equipment which is not owned maintenance of telecommunications and computer equipment
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or operated by QTS, whether or not such cabling, lines or and related personal property in accordance with this
equipment occurs before or after the Point of Demarcation. Agreement. Customer shall not store any parts or equipment in
the Customer Space other than Customer Equipment which is
1.4 QTS shall perform Remote Hands and Adhoc Engineering operational and integral to the use of the network, unless
Services as requested by Customer on an as needed basis. otherwise authorized by QTS. Customer shall not install any
Remote Hands and Adhoc Engineering Services shall be billed equipment or personal property (including QTS Provided
in quarter-hour increments and shall include all time expended to Equipment and Facilities) in the Customer Space (including,
receive Customer instructions, travel to and return from without limitation, ramps, and aisles therein) that individually or
Customer Space,perform the operations and report any findings in combination exceeds 1,250 lbs. per tile. Customer shall 1-
-or results. Remote Hands will be billed at the rate of$125.00 per inform QTS of any equipment and property anticipated to be
hour. Adhoc Engineering Services shall be billed at the rate of housed in the Customer Space, and QTS may require that the
$175.00 per hour. In no case, does this rate include the cost of Order include build-out of reinforced flooring if, in QTS's opinion, 0)
any materials or equipment supplied by QTS. Remote Hands such equipment and/or property will exceed the weight limits
and Adhoc Engineering Services shall be provided to proscribed herein. O
Customer's Equipment within the Customer Space only pursuant
to the express instructions of Customer, and as such, Subject to
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CONFIDENTIAL
Quality Investment Properties Miami Colocation Addendum v6.0
Packet;Pg.965
C.23.e
2.2 Customer shall provide all end-user equipment, software and all rely upon all such information in admitting persons identified
other telecommunications, Internet access and related therein to the Data Center(s). QTS may require Representative
equipment that Customer deems necessary or desirable for to be accompanied by an authorized QTS representative or
Customer's use of the Customer Space as permitted by the security personnel.QTS shall have the right to refuse access,or M
Agreement. Except as otherwise agreed to pursuant to a Work limit access, to the Data Center(s) to any person who is not a >_
Order, Customer shall be solely responsible for installation, Representative or to any Representative whom QTS (in its sole
maintenance,configuration,connection, inter-connection, and all discretion) considers to be a risk to security or to the safety of
other support in connection with (a) all equipment and personal persons or property, or who is not qualified to perform the tasks
CO
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property to be used by Customer in the Customer Space, for which such person purports to access the Customer Space,
including without limitation, QTS Provided Equipment, and(b)all or for any other lawful reason.
telecommunications, data, Internet and power cabling or lines r
and connections from the Point of Demarcation into and 3.2 Security personnel may require individuals desiring access to
throughout the Customer Space. sign-in, present photo identification, submit to physical
inspection of their person and properties and otherwise answer
2.3 Throughout the Term of the Agreement,Customer shall maintain such questions and provide such information as the security
the Customer Space in an orderly and safe condition in personnel may require to authenticate such person and verify W
accordance with all applicable laws, and the Rules and that such person is an authorized Representative of Customer.
Regulations. Customer shall provide the Customer Access
Roster to QTS on or prior to the Start Date, and thereafter,from 3.3 Customer shall not (and shall not permit others operating at its
time to time, as the information in the Customer Access Roster request, under its instruction, direction, control or supervision to) y
may change or be amended by Customer (including names, access, rearrange, reconfigure, disconnect, remove, repair,
addresses, signatures, pager numbers, e-mail address, and replace, damage or otherwise tamper with (or attempt to do any
telephone numbers of the then current Representatives). of the foregoing to) any of the Facilities or the properties or
Customer or its contractors shall be responsible for and shall customer space of any other person using the Data Center(s).
properly maintain in accordance with manufacturer instructions Any violation of this Section 3 shall be material breach by r-
and requirements the Customer Equipment and all personal Customer of this Agreement and, in addition to all other
property located in the Customer Space ("Customer remedies available to QTS therefor, and notwithstanding any
Maintenance"). provisions contrary hereto, Customer shall upon demand(a)pay
QTS the cost to repair or remedy all damage caused or arising
2.4 Customer is entitled to use up to,but not to exceed, 150 watts of out of negligent, intentional or wrongful act, omission or default
electric power per square foot of Customer Space ("Power caused to the Facilities or the properties or Customer Space of
Capacity"). QTS will notify Customer when electric power usage its customers (including replacement of any such properties, if
reaches 90-95% of Power Capacity. In the event that deemed necessary by QTS or the owner of such property), and
Customer's electric power consumption exceeds 100%of Power (b) shall indemnify QTS, its employees, agents, representatives W
Capacity consistently for five (5) consecutive hours ("Excess and other Data Center users and customers, from all Losses
Demand"), Customer agrees that it will immediately reduce its caused or resulting from negligent, intentional or wrongful act,
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electric power consumption to below 100%of Power Capacity or omission of default of Customer therefrom, pursuant to the
upgrade its contract with QTS by executing a Work Order to Master Space Agreement. Further, Customer shall indemnify, U)
increase Power Capacity. The only method of increasing Power defend and hold harmless QTS, its employees, agents,
Capacity is to contract for additional contiguous Customer Space representatives and contractors, pursuant to the Master Space
(the purchase of non-contiguous customer space will not Agreement, for any injury to any person or damage to property
increase Customer's Power Capacity). If contiguous customer of any person(including employees and representatives of QTS) 2
space is not available, Customer must immediately reduce it caused by or arising out of a negligent, intentional or wrongful
electric power consumption to below 100%of Power Capacity If act, omission or default of Customer's and its Representatives'
Customer fails to execute a Work Order to increase Power caused by or related to access to and use of the Customer
Capacity within five (5) days after receipt of notice from QTS of Space or the Data Center(s). CD
Excess Demand, or fails to reduce its electric power
consumption, Customer will be subject to suspension of electric 3.4 In addition to the requirements set forth herein, Customer's
power. According to the National Electrical Installation access shall be subject to any and all rules, regulations,security
Standards, the maximum utilization on any power circuit is 80% and access requirements imposed by QTS governing the Data
of the maximum capacity of that power circuit. Customer shall Center(s), including without limitation, Rules and Regulations
take the necessary precautions to avoid exceeding 80% posted on the QTS portal and the Visitor Acknowledgment and
utilization on any power circuit, In the event that Customer's Release. Customer agrees (and shall cause each of its
utilization exceeds 80% of maximum capacity on any power Representatives) to strictly abide by all such requirements for
circuit,the power related remedies and Service Level Credits set the Data Center. Customer agrees to periodically access the
forth in Section 5.2 herein shall not apply. website and familiarize itself with the then current version of the
Rules and Regulations. Notwithstanding, QTS agrees to provide
2.5 In the event of a data security breach,Customer shall coordinate Customer with thirty (30) days notice of any changes to said
with QTS in its efforts to comply with applicable data breach Rules and Regulations.
notification laws and shall submit any data security breach
notices, press releases, announcements or other disclosures to 3.5 QTS retains the right to access the Customer Space at any time
QTS for approval prior to mailing or other publication. for any legitimate business purpose of QTS. Customer shall E
provide a safe place for QTS personnel to work at the Premises W
3. ACCESS TO DATA CENTER(S)AND CUSTOMER SPACE and within the Customer Space. Customer shall allow QTS
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access to the premises and Customer Space to the extent
3.1 Customer's 24 x 7 x 365 access to the Customer Space and the reasonably necessary (as determined by QTS) for the U)
Data Center(s) will be limited solely to the Representatives installation, inspection, removal, relocation, replacement, and
identified on the then current Customer Access Roster. scheduled or emergency Facilities Maintenance, or as may
Customer represents and warrants that the information otherwise be necessary to provide the Services.
contained therein shall be true, complete and accurate in all
respects. QTS shall have no obligation to verify that any 4. INTERNET ACCESS SERVICES
information contained in the Customer Access Roster then on
file with QTS is current or accurate, and QTS shall be entitled to
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4.1 Customer's use of the Internet access Services and that of its transmission of data and information over the Internet and such
customers, personnel or other end-users shall at all times facilities provides the opportunity for unauthorized access to
comply with QTS's then current Acceptable Use Policy and computer systems, networks, and all data stored therein.
Privacy Policy ("Acceptable Use Policy"), as amended by QTS Information and data transmitted through the Internet or stored
from time-to-time and which is available through the QTS portal. on any equipment through which Internet information is
QTS will notify Customer of complaints received by QTS transmitted may not remain confidential and QTS does not make
regarding each incident of alleged violation of QTS's Acceptable any representation or warranty regarding privacy, security,
Use Policy,whether by Customer or third parties that has gained authenticity, and non-corruption or destruction of any such00
access to the Service through Customer. Customer will require information. QTS does not warrant that the Services or
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its customers, personnel and other end-users to comply with the Customer's use will be uninterrupted, error-free, or secure. QTS
Acceptable Use Policy. Customer agrees that it will promptly shall not be responsible for any adverse consequence or loss C
investigate all such complaints and take all reasonably whatsoever to Customer's (or its users' or subscribers') use of
necessary actions to remedy and to prevent any further violation the Internet. Use of any information transmitted or obtained by
of QTS's Acceptable Use Policy. Customer agrees that QTS Customer using the QTS network or the Internet is at -
may identify to the complainant that Customer or a third party is Customer's own risk. QTS is not responsible for the accuracy of
investigating the matter and QTS may provide the complainant information obtained through its network, including as a result of W
with the necessary information to contact Customer directly to failure of performance, error, omission, interruption, corruption,
resolve the complaint. Customer shall identify a representative deletion, defect, delay in operation or transmission, computer
for the purposes of receiving such communications. QTS virus, communication line failure, theft or destruction or
reserves the right to install and use, or to require Customer to unauthorized access to, alteration of, or use of information or
install and use, any appropriate devices to prevent violations of facilities,or malfunctioning of websites.QTS does not control the
QTS's Acceptable Use Policy, including devices designed to transmission or flow of data to or from QTS's network and other
filter or terminate access to the Services. If QTS is notified of portions of the Internet. Such transmissions and/or flow depend
any allegedly infringing, defamatory, damaging, obscene, in part on the performance of telecommunications and/or 0)
pornographic, illegal, or offensive use, content or activity, QTS Internet services provided or controlled by third parties.At times,
may (but shall not be required to) investigate the allegation, or actions or inactions of such third parties can impair or disrupt
refer it to Customer or a third party for investigation. QTS Customer's connections to the Internet. QTS does not represent
reserves the right to remove or require the removal of the illegal or warrant that such events will not occur and QTS disclaims any
or objectionable content from the Web page or any other text or and all liability resulting from or related to such acts or
item linked to the Internet, and require Customer to cease (or omissions.
cause its users to cease) all illegal or objectionable activities or
use. If Customer refuses such requirements, QTS may, at its 4.7 Customer may not resell IP addresses, IP numbers, or IP
option, immediately remove the subject Web page or other text accounts from a QTS provided leased line, including, without
or item from the Internet, suspend the Services provided limitation, serial line Internet protocol (SLIP) or point-to-point W
hereunder, and/or terminate this Agreement, all without limiting protocol (PPP) dial-up accounts, point-to-point leased lines,
any other remedies available to QTS, and QTS shall not be switched packet leased lines, or any TCP/IP transmission that
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liable to Customer or any other person as a result of any such uses resources on QTS's network without the prior written
action. consent of QTS and such account addresses are not portable. U)
Customer shall own its own registered domain names and shall rX
4.2 Customer shall diligently comply with the notice and takedown disclose any private or proxy domain name registrations to QTS W
procedures of the Digital Millennium Copyright Act. immediately on request.
4.3 Unless specifically provided for in a separate Addendum, QTS 4.8 To the extent Customer orders any Service designated as
does not provide, and subject to F.S 768.28, Customer shall "Burstable"(meaning Customer has the ability to use Services in
hold QTS harmless from any and all Losses arising from or excess of the Committed Data Rate), Customer will be billed for
relating to, user or access security with respect to any of (a) the Committed Data Rate, and (b) the Excess Use at the
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Customer's facilities or facilities of others,and Customer shall be price per Mbps set forth in the Order. Customer's use will be
solely responsible for user/access security and network access sampled in five-minute inbound and outbound averages during
to Customer's facilities. QTS does not provide any service to each month. At the end of the month in which such use is
detect or identify any security breach of Customer's websites, measured, the top five percent (5%) of the inbound and
databases or facilities, except as may be set forth in a separate outbound averages shall be discarded. The highest of the
written agreement between Customer and QTS. resulting ninety-five percent (95%) for inbound and outbound
averages will be compared to the Committed Data Rate, and if
4.4 Unless specifically provided for in a separate Addendum, QTS that ninety-fifth percentile (95%) of traffic is higher than the
does not perform any tests employing tools and techniques Committed Data Rate, the difference between the highest of
intended to gain unauthorized access to Customer's either average and the Committed Data Rate shall be the
environment ("Internet Intrusion Testing"). Customer shall "Excess Use". CD
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indemnify, defend, and hold harmless QTS for any Losses
incurred in connection with any Internet Intrusion Testing by 4.9 If Customer is an international, federal, state, or local
Customer or any third party acting on Customer's behalf caused governmental agency, the purchase order submitted by
by or arising out of negligent, intentional or wrongful act, Customer shall contain the following language:
omission of default or Customer and/or its agents or employees.
"Notwithstanding any provisions to the contrary on the face of W
4.5 Unless otherwise agreed in writing by QTS, QTS shall not be this purchase order or on any attachments to this purchase
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responsible for the installation, removal, operation, maintenance order, this purchase order is being used for administrative
or replacement of any equipment or Customer Equipment. purposes only, and this order is placed under and subject solely U)
to the terms and conditions of the QTS Master Space
4.6 The parties understand and agree that use of Agreement and Addendum for Colocation and Internet Access,
telecommunications and data communications networks and the executed between Customer and QTS.
Internet may not be secure and that connection to and
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C.23.e
5. SERVICE LEVEL GUARANTEE
5.1 Internet Access Guarantee. Except in the event of Facilities Maintenance, Customer Maintenance, Customer use of a single physical
connection and Force Majeure conditions,QTS shall have the contracted Internet access available for the Customer to transmit information to,
and receive information from the Internet 99.999% of the time during the Term of this Addendum ("Internet Access Guarantee"). Customer
acknowledges that incremental usage in excess of the Committed Data Rate is subject to available bandwidth on the QTS network.
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Internet Access Remedy. In the event QTS fails to provide the level of service provided in the Internet Access Guarantee, Customer shall
receive the applicable remedy ("Service Level Credit") described below. The Internet Access Guarantee is measured on a calendar month CD
basis.
LENGTH OF INTERNET OUTAGE SERVICE LEVEL CREDIT
More than 26 Seconds but less than 4 Minutes in a given month. Credit of 1.0%of total Monthly Recurring Charge for Internet Access
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4 Minutes per month,but less than 43 Minutes in a given month. Credit of 2.0%of total Monthly Recurring Charge for Internet Access y
43 Minutes per month,but less than 86 Minutes in a given month. Credit of 4.0%of total Monthly Recurring Charge for Internet Access
Credit of 6.6%of total Monthly Recurring Charge for Internet Access,
plus the applicable credit for any partial hour, not to exceed the total
More than 86 Minutes per month. Monthly Recurring Charge for Internet service. For example,
unavailability of 1 hour,30 minutes,would result in a credit of the total
monthly Recurring Charge of 8.6% 6.6%+2%
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5.2 Power Guarantee. Except in the event of Facilities Maintenance,Customer Maintenance and Force Majeure conditions, QTS s (n
hall have the
contracted power available for the Customer as follows: 99.999% of the time during the Term of this Addendum when configured with 0)
redundant power, or if the Customer does not choose the redundant power option on the Customer order form, 99.99%of the time during this
Addendum("Power Guarantee").
Power Remedy. In the event QTS fails to provide the level of service provided in the Power Guarantee,Customer shall receive the applicable U)
remedy ("Service Level Credit") described below. The Power Guarantee is measured on a calendar month basis and is based upon
Customer's selection on the Order form of either single or redundant power. y
POWER UNAVAILABILITY SERVICE LEVEL CREDIT FOR SERVICE LEVEL CREDIT FOR A
CALCULATIONS REDUNDANT POWER SUPPLY SINGLE POWER SUPPLY ONLY
More than 26 Seconds but less than 4 Credit of 1.0%of total Monthly Recurring NONE
Minutes in a given month. Charge for Customer Space Q
4 Minutes per month,but less than 43 Credit of 2.0%of total Monthly Recurring NONE
Minutes in a given month. Charge for Customer Space
43 Minutes per month, but less than 86 Credit of 4.0%of total Monthly Recurring Credit of 2.0%of total Monthly Recurring
Minutes in a given month. Charge for Customer Space Charge for Customer Space
Credit of 6.6%of total Monthly Recurring Credit of 4.0%of total Monthly Recurring
Charge for Customer Space,plus the Charge for Customer Space,plus the
applicable credit for any partial hour, not to applicable credit for any partial hour, not to CD
More than 86 Minutes in a given month. exceed the total Monthly Recurring Charge exceed the total Monthly Recurring Charge
for Customer Space. For example, for Customer Space. For example,
unavailability of 1 hour,30 minutes,would unavailability of 1 hour,30 minutes,would
result in a credit of the total Monthly result in a credit of the total Monthly
Recurring Charge of 10.6%(6.6%+4%) Recurring Charge of 5%(4%+1%)
5.2 Latency Guarantee. Except in the event of Facilities Maintenance,Customer Maintenance and Force Majeure conditions,QTS shall provide
the contracted Internet access capable of one-way transmissions of a monthly average of 40 milliseconds or less between the QTS switch port
and the QTS transit routers during the Term of this Addendum("Latency Guarantee'). It is mutually understood that customers who purchase
Burstable bandwidth may necessarily suffer increased latency should volume exceed the Burstable access ordered.
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C.23.e
Latency Remedy. In the event QTS fails to meet the Latency Guarantee, Customer will receive a Service Level Credit equal to one day's
Monthly Recurring Charges for Internet Access for every 10 milliseconds (or portions thereof) over the guaranteed 40 milliseconds monthly
average.
5.4 Packet Delivery Guarantee. Except in the event of Facilities Maintenance, Customer Maintenance and Force Majeure conditions, QTS
guarantees Network Packet Loss ("Packet Guarantee") of less than 0.5% monthly average measured from the QTS switch port to the QTS
transit routers("Network"). It is mutually understood that customers who order fixed Committed Data Rates(not Burstable), may necessarily
suffer packet losses should volume exceed the fixed Committed Data Rate ordered, and customers who purchase Burstable bandwidth may
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necessarily suffer packet losses should volume exceed the Burstable access ordered. As such, the remedy (Service Level Credit) is only
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available for packet losses occurring within the ordered bandwidth.
Packet Delivery Remedy. In the event QTS fails to meet the Packet Guarantee, Customer will receive a Service Level Credit equal to one
day's Monthly Recurring Charges for Internet Access for every one percent(or portions thereof)over the guaranteed 0.5%monthly average.
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5.5 Temperature Guarantee. Except in the event of Facilities Maintenance, Customer Maintenance and Force Majeure conditions, QTS
guarantees the monthly average Data Center temperature will not exceed 78 degrees Fahrenheit("Temperature Guarantee").
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Temperature Remedy. In the event any QTS sampling point registers a monthly average deviation in excess of the Temperature Guarantee,
Customer will receive a Service Level Credit equal to one day's Monthly Recurring Charges for physical space for every one (1°) degree
Fahrenheit above the Temperature Guarantee during the applicable month.
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5.6 Humidity Guarantee. Except in the event of Facilities Maintenance, Customer Maintenance and Force Majeure conditions, QTS guarantees
the monthly average Data Center humidity will not exceed 55%("Humidity Guarantee").
Humidity Remedy. In the event any QTS sampling point registers a monthly average deviation in excess of the Humidity Guarantee,
Customer will receive a Service Level Credit equal to one day's Monthly Recurring Charges for physical space for every one(1%)percent the (,
humidity exceeds the Humidity Guarantee during the applicable month.
5.7. Remedies.
a) If, during the term of this Addendum, QTS fails to meet any of the Internet Access Guarantee, Power Guarantee, Latency
Guarantee, Packet Delivery Guarantee, Temperature Guarantee, or the Humidity Guarantee (each referred to herein individually
and collectively as a "Service Level Guarantee"), Customer shall be entitled to receive, as its sole and exclusive remedy, the .2
applicable Service Level Credits described in Sections 5.1, 5.2, 5.3, 5.4, 5.5 and 5.6 of this Addendum. QTS shall apply all of the
Customer's Service Level Credits directly to the Customer's total Monthly Charges. In no event shall the Customer's total amount of
Service Level Credits exceed the Customer's total Monthly Charges for a given month.
b) If QTS shall fail to meet the Internet Access Guarantee two (2) times in any calendar quarter or shall fail to meet the Power -�
Guarantee two (2) times in any calendar quarter, either party shall be entitled to terminate this Agreement upon the delivery of I-_
written notice received by the other party within thirty(30)days of the date of the second failure.Termination pursuant to this section
shall be effective sixty(60)days after the non-terminating party's receipt of the required termination notice. y
C) Notwithstanding anything herein to the contrary, if,following the application of any Service Level Credits to the Customer's Monthly .2
Charges for the failure by QTS to meet the same Service Level Guarantee two(2)times in any calendar quarter,QTS determines in L
its sole and reasonable discretion that it will be unable to meet such guarantee in the future, QTS reserves the right, upon written
notice to the Customer, to terminate this Addendum without penalty. In the event of a termination pursuant to the foregoing
sentence, upon Customer's written request, QTS will continue to provide Customer the Services governed by this Addendum for a
period of up to sixty (60) days, provided, however, Customer continues to make timely payments of the Monthly Charges as
provided herein. Customer acknowledges that QTS will not be responsible for payment of any additional Service Level Credits, of
any nature whatsoever,during this sixty(60)day period.
d) Notwithstanding anything herein to the contrary,QTS will not knowingly or purposefully fail to meet any Service Level Guarantee. In
the event that a Service Level Guarantee is not met and QTS determines in its reasonable judgment that such failure was a result of
(i) any Force Majeure condition, (ii) any actions or inactions of Customer, (iii) any activity under Customer's control or within the
obligations undertaken by Customer(including, without limitation, inaccurate or corrupt data input, use of network or the Services
other than in accordance with the documentation or the directions of QTS,failure or inability of Customer to obtain or the failure or
inability of a vendor to provide upgrades, new releases,enhancements, patches,error corrections and fixes for software equipment,
and problems in Customer's local environment), or (iv) any Facilities Maintenance performed during the maintenance window '
identified in Section 1.5 of this Addendum or any Customer Maintenance,then QTS shall have no obligation to credit Customer any
amount for any such failure.
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CUSTOMER: MONROE COUNTY BOARD OF QTS:
COUNTY COMMISSIONERS
QUALITY INVESTMENT PROPERTIES MIAMI,LLC �
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Print Name: cuxdi — 00
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Print Name: Mayor Sylvia Murphy �P6�t
Title: r"
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Address: 12851 Foster St,Suite 205
Address: I.Lwa NLLSOiIn Cal t'Gr Overland Park KS,66213
10AD50 MS H W y• a4t;C� Attn: Legal
IGfI.t I a qo f L 33V3"1
Telephone: 913-312 5514
Telephone: 4S3—$i e ]
Facsimile: 913-814-7766
Facsimile: qL� 75 ! .Cam, y
E-mail:
E-mail: I� d,ift rrwyDLCDU.YI •qL)V �'Z9•
Date:
Date: �4(A ItiJf 2Ut�� �VI'-I
Signature:
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Signature:
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MONROE COUNTY ATTORNEY '✓
APPROVED AS TO FORM: �
CHRISTINE M. LIMBERT-BARROWS )
ASSIST AT COUNTY ATTORNEY
Date tau ly Q
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