1st Renewal 07/15/2020 rb ~°~'• -, Kevin Madok, CPA
I. . ' Clerk of the Circuit Court&Comptroller—Monroe County, Florida
4 a -
DATE: July 17, 2020
TO: Alan MacEachern, Director
IT Department
ATTN: Maria Guerra
FROM: Pamela G. Hahce.C.
SUBJECT: July 15th 110CC Meeting
Attached is an electronic copy of die following item for your handling:
C23 Three-year Contract extension with Quality Investment Properties Miami, I.I.0 for
$101,988.00 per year; or$305,964.00 over die three-year agreement; which provides protected
(constructed to withstand Hurricane Category 5 winds) storage space for County servers holding
county data.
Should you have any questions please feel free to contact me at (305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
DocuSign Emotions ID:15FMF414293-48FP9390.01M54 0CD7e
• MONRCOU.MIA.00078343
,OIi7Tc Contract Type: Renewal
Data Center MIA1
Sales Executive: Angela FuPod9M
Sales Engineer. Joe Onyesoh
Stan Date: 7-1-2020
Quality Investment Properties Miami, LLC
Company Name Monroe County, Florida
Contact Name Alan MacEachem
Corporate Address 1100 Simonton St
Key Whit, Florida 33040-3110 --
a United States _ ,1
C Conant Phone Number +1.305.453.87.92 c
Contact Email Address maceachemalan@monroecounty-fl.gov -71
J J
36 Month Term
wwa N. e. a:Pa l. Pw waWnmmw w . pa ns - s m
._ f 0
C.4 '
Ca O
Group1
_--- Non Recurring Charges Monthly Recurring Charges
ColocaIion and ComeetMly S000 55.820.00
50.00 $2.875.00
50.00
(does not Inertia gain lax)TOTAL CHARGES $0.09 $3,49 00
Quote Totals: Total NRC= $0.00 Total MRC=$8,499.00
By signing the below,the Authorized Representatives of Customer end QTS arunodedge(I)the they have reviewed the On Work Order,
to master ageenenl(or base,es applicable)and related addenda and StalemeM.of Work;and(tl)the they understand the requirements
of said documents and do hereby ogres to be bound by the tams and conditions embodied therein.The Start On shell be the earlier of(g
delivery of the Upon Provisioning Complete notice;or(11 upon an provisioning the Services as complete es poeslM.without Customer's
eoopentlon.
h 2 . 1 ' Quality Investment Prooerlbs Mlena J I r
BOARD OF ' a COMMISSIONERS
OF MO ',PA. s .1' Y FL a I I. • COOP:WMw
Signature. ., - Siglawra: Slatted Attest _-'7
Printed Name. kirAfEratir thers Printed Name Shel agh Montgomery
r; ' \ v MavO[-k17 Dale: EVP Strategic Client Management
a : . �.s., is �'i^O Dated: 6/30/2020
:14 � . KEV /MADOK, C,J.,ERK
(1
ttt ,�v
As Deputy Clerk
S ces CONFlOFMW. Rerwna Nh505(00078343-Version 3 8030I2020 10:51 M1
111, Page 1 of 2
DocuSign Envelope ID: 15FA6F41-6293-48F9-939D-01AF5499CD78
Group1
Product Unit:NRC NRC My Unit:MRC MRC Oty NRC MRC
Cage $0.00 $35.00 64 $0.00 $2240 00
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 0
Up to 1Gb commit, 1Gb port,2+backbone providers 2
cross connects included
IP+"ntemetConnect; Bursting Overage 1 Gig Port $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
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.
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.
odarfirl;erngtcv nogr
Billing Notes
This Work Order renews and replaces all existing work orders.
NROE COUNTY ATTORNEY'S OFFICE
APPRO01.
TO FO
..
PAUNECE SCULL
ASSISTANT CO NTY ATTORNEY
DATE:
Quality Technology Services-CONFIDENTIAL Reference Number 00078343-Versgn 3 6/3012020 10:51 AAA
Page 2 of 2
�a
r
Quality Investment Properties Miami,LLC
Master Space Agreement
This Master Space Agreement between Quality Investment Properties Miami,LLC,("QTS')and The Board of County Commissionena of Monroe
County,a political subdivision of the State of Florida(Customer")is made effective as of July 16,2014CEffective 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
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
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 he 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 CC mbmer Use ofServiceee . Customer represents and
follows:(i)a Work Order;(Ii)an Addendum,then(ill)this Master Space warrants that Customer does not appear on the united States Department
Agreement. of Treasury,Office of Foreign Asset Controls list of Specialty 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 pally 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
3.1 PayMgej 1M Except as otherwise set forth on a highly restricted under United States export regulations.
Work Order, QTS will invoice Customer for all Customer Space and
Services an a monthly basis, with fixed recurring charges invoiced in 51 MUTUAL REPRESENTATIONS AND WARRANTIES;
advance and all other charges invoiced in arrears. Customer will pay INDEMNIFICATION, Each party represents,warrants and covenants that
pursuant to the Local Government Prompt Payment Act 218.70("Act'). (1) 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, (it) the performance of its obligations
with the Act(i.e.forty-five(45)days after receipt of the proper invoice or hereunder will not violate any applicable Laws;(ill)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
of an invoice,Customer will notify QTS in writing of such dispute pursuant constitute a breach by it of any agreements to which 4 is a party or by which
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
not relieve Customer from timely payment of the undisputed portion. Agreement and this Agreement constitutes a legal, valid and binding
Fees for each of the licensed Customer Space or Services in a Work obligation of such party and shall be enforceable against such party in
Order begin to accrue at the Start Date. accordance with its terms; and (v) ail equipment, materials and other
tangible items placed by it at Data Center will be installed,operated,used
3.2 Intentionally Omitted. and maintained In compliance with all applicable Laws and manufacturer
specifications. Subject to F.S. 768.28, Customer will indemnify,defend
and hold harmless QTS, and its representatives, agents, employees,
officers, directors, members, partners, principals, managers, affikaates,
3.3 tste PgyM&0ts. 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 (it) injury to or destruction of tangible property to the extent
rate allowed by applicable law,whichever is lower caused by ther negligence or wrongful act or omission by Customer;,(ill)
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. Customers or any of its
State of Florida,is exempt from taxes. 3.6 Credit fiiStorv. 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 8 Bradstreet. interruptions, suspensions, failures, defects, delays, impairments or
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 ,^ yrq (i)OTS 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
CONFIDENTIAL
Master Space Agreement(e.1)
OTS shall indemnify„ defend, save and hold harmless the Customer, its Agreement only, to any potential transferee or assignee of all or any
off+cars,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 OTS; (iii) any
to the extent caused by the negligence or willful misconduct of+ITS„ (b) disclosure by OTS that is required to respond to a security threat to the
injury to or destruction of tangible property to the extent caused by the OTS laaS;or(iv) any disclosure that a party concludes that it is required
negligence or wilful misconduct of QTS; or (c) the violation of any to make as a matter of law(including,without lirnitatlon, 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 OTS Party.This indemnification shall not apply to Securities and Exchange Commission or other securities law regulators):
the negligent or wrongful acts, omissions or defaults caused by the provided that such disclosure is made after good faith consultation with
Customer,its employees,or agents.Customer shag give prompt notice of counsel with respect thereto and prior to making such required
any ciaim for which OTS 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
8.1 1Vo Other Warranfv. EXCEPT FOR THE EXPRESS such copies a proprietary legend or notice as contained on the original or
WARRANTIES SET FORTH IN THE AGREEMENT,THE CUSTOMER as the disclosing party may request.
SPACE AND SERVICES (INCLUDING ALL MATERIALS SUPPLIED
AND USED THEREWITH)ARE PROVIDED"AS IS,WHERE IS,AND 7.2 gagu !s erns from _ Confirtsrrtiahly Oblidatior:s.
CUSTOMERS 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
DISCLAIMS,ANY AND ALL REPRESENTATIONS AND WARRANTIES, this Agreement); (b) becomes publicly available without fault of the
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 (a) Is developed
PURPOSE,SUITABILITY, NONINFRINGEMENT„ TITLE,OR ARISING Independently by the receiving party without use of the disclosing party's
FROM A COURSE OF DEALING,OR TRADE PRACTICE. Confidential Information.
6.2 n yenti 17a as Waiver. iN NO EVENT 7,3 gar&Perfvrr mnce and t 'rtrrcfly@ Retie! Each of
WILL EiTHER PARTY BE LiABLE TO THE OTHER FOR ANY TYPE OF OTS,Customer and theif 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
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.
CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, THE
FOREGOING LIMITATION OF LIABILITY AND DAMAGES SHALL NOT 8. MUTUAL INSURANCE REQUIREMENTS
APPLY TO: (1) A BREACH BY EITHER PARTY OF THE
CONFIDENTIALITY OBLIGATIONS IN SECTION 7; (ii) A PARTY'S 8,t inftjm Loya . QTS agrees to keep in full force
INDEMNIFICATION OBLIGATIONS;OR(iii)A BREACH BY CUSTOMER and effect during the Term of this Agreement: (1)commercial general
OF THE AUP OR SECTION 1 D.15 OF THIS AGREEMENT, liability insurance with a combined single limit in an amount not Ion than
$1,000,000 per occurrence, and $2,000,000 aggregate (or coverage
6.3 Sa iso_fhe 8{lWAin. 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 (0) workers'
and exclusions form an essential basis of the bargain between the compensation insurance hovering 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. LOTS shall maintain property
the exclusive remedies available to Customer. insurance(all risks)covering QTS'Facilities,including the Data Center.
Customer shall maintain property insurance (art 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
7.1 7'scr lasurLand 11se. Subject to Chapter 119,Public its representatives, except for injuries caused by QTS' negligent or
Records Law, each party agrees that it will not use in any way, nor wrongful acts or emissions. All such policies shall be written by
disclose to any third party,the other party's Confidential information,and insurance carriers a licensed in the state in which the Data Center is
will take reasonable precautions to protect the confidentiality of such located, and shall r e rated keep
IX or better by A.M. Best. Customer s
information, at least as stringently as it takes to protect its own sell-insured and agrees l keep in fug force and effect during the Term of
Confidential information, but in no case will the degree of care be less this Agreement general liability coverage in s amount not less than
than reasonable care. Nothing herein shall preclude disclosure by a parry: 1 rl!Wca 0 per occurrence. Each party must submit the required
(i)to that parWs attorneys, accountants, lenders and other advisors and Certificates of insurance to the other party prier to execution o#'this
employees who have a bona fide need to know the other party's Agreement.
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)
9,1 !mLrLaLm_n for Cava. QTS may terminate this 9,3 LtLd-:aver Customer. tf customer continues to use
Agreement or any Service (in whole or in part), at any time, without any Customer Space or Service 811111111F the expiration OF earlier termination
liability,for any one or more of the following,(a)Customer breaches any of the Term for such Customer Space OF Service, then Customer shall
material term of this Agreement and falls to cure such breach (if remain subject to the terms and conditions of this Agreement and the
susceptible to cure)within thirty(30)days after receipt of written notice of recurring monthly charge and usage charges during such hold-over
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
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-over 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
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 ALIP 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 Stwealig*n of L WBM 9L Jviv s by QN QTS
authority having jurisdiction over the Services prohibits QTS from may suspend Customer's access and rights to any or all Customer Space
fumishing the Customer Space or Services to Customer. Customer may or Services and/or Customers 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
or(x)as specifically set forth In an Addendum attached hereto: (y)QTS Customer by OTS. 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 2.4, 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
within abdy (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
92 Early T&rminaLiggg, 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 Tenn (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 EMLr 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 Customers 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
Space and Services for months 1-12 of the Term(as Customer Equipment and any other Customer prop" located at the
applicable on the effective date of termination);plus Data Center(s)(but only upon receipt of all sums due under(b)).(I!)make
available all QTS Provided Equipment to an authorized representative of
ti, 80%of the remaining monthly recurring charges that OTS-,and(W)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
and Services for months 13-24(as applicable an 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-daim 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
Term (as applicable on the effective dale 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,it
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
Notwithstanding anything in this Section 9,2 to the contrary, QTS and 10A Force Maievre. 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
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,
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,than 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 after it receives notice of the non-appropriation, type or magnitude for which precautions are generally not taken in the
Master Space Agreement(6.1)
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 of 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,
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 Re! root 9f Customer edivipment or CU&M2r is a subsidiary or affiliate of QTS or to any entity that is the survivor of a
SgM. 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,deed4n4lou
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 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
use commercially reasonable efforts to minimize and avoid any obligations and liabilities under this Agreement which accrue from and
interruption in Services during such relocation. after the date such transferee or assignee acquires QTS' interest as
licensor under this Agreement Customer agrees to attorn to the
transferee upon any such transfer and to recognize such transferee as the
10,3 Reg&atQU P_he 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 alf charges due under each Work
parties are unable to agree on now 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 EnUm Up-dmiandin - This Agreement constitutes
days written notice, the entire understanding and agreement of the parties related to the
10,4 Notice- Any notice or communication required or subject matter hereof, and supersedes and replaces any and all prior or
contemporaneous discussions, agreements and understandings
permftted to be given hereunder may be delivered by hand, deposited regarding such subject matter. Each Work Order and Addendum
with an ovem Ight courier,sent bye-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,
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
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.
Quality Investment Properties Miami,LLC
12851 Foster Street 10.7 No 92a=#I&&_Lkense or Service, 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
allocated space on the QTS laaS to host software as a service
To Customer at: application.
Information Technology Director 10.8 RelaVonship of the QTS and Customer are
102050 Overseas ,Suite 222 independent contractors, this Agreement will not establish any
Key Largo,FL 33037 retationWp of partnership,employment,franchise or agency,
County Administrator
1100 Simonton Street,Suite 205 10.9 E_xQGUt&n and-Gayntenza&. This Agreement may
Key West,FL 33040 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 same
County Attorney instrument.
I I 1112"'Street,Suite 408
Key West,FL 33040 10.10 Mod Mos . This Agreement may be changed only
by a written document signed by authorized representatives of QTS and
10.5 Assi Wment. Customer may not assign or Customer.
transfer part or all of its rights and obligaCons under this Agreement, or
resell the Services, or sublicense or lease (each a'Transfer*) all or any 10.11 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 ckcumstance,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
documentation reasonably acceptable to QTS in connection with the the validity, legality, of 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.
duties and obligations under this Agreement. In any event no Transfer
.4-
Master Space Agreement(61)
10.12 Ng l+Yaiver:AN Riahts 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 gf(hQ Essence. Time is of the essence with
respect to all provisions of this Agreement that specify a time for
10,13 QX@ZU M7 J&w. This Agreement will be governed performance;provided,however,that the foregoing shall not be construed
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
of this Agreement,the Parties agree that venue will lie in the appropriate 10.18 gE(uvne/Certifrcete.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, iease or similar transaction),deliver to QTS a signed
the terms or a term of this Agreement by or between them,the issue shag 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
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)„ (il)the dates to
10.14 7fir`rd Party k1errefrciar+es. 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,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
constitute a default or broach on the part of QTS under this Agreement
10.15 !nf lecfual Pvt orty RigCtfs. QTS shall remain the (including, without limitation, all Addendum and Work Orders), or
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
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 Srtrarrfirration, 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,
therein ("QTS Technology"). Any QTS Technology will not be modifications, consolidation, refinancing and extensions thereof. It is
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 tho QTS Technotogy. 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 sett-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
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 to
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 wittlen
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.
10.16 GMfdl! Without the consent of the other party, 10.20 Inspection and Access to OTS Books and R@g9rds
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
publicly refer to the other,orally and in writing,as a CustomerAcensee pertinent to performance under this Agreement in accordance with
or service providerllicansor 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 wrabske to this Agreement or their authorized representatives shall have
(vwww.gtsdatacenters.c om) 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 Agre rient
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
are intended to survive the performance thereof by the parties shall so shall repay the manias 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 Spacer Agreement may contain defined terms that are not
_s.
Master Space Agreement(10.1)
10.21 Public Records nondiscrimination on the basis of disability;(8)The Florida Civil Flights Act
The Parties shag allow and permit reasonable access to,and inspection of, of 1992, (Chapter 760, Florida Statutes, and Section 509,092, Florida
at 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
Pursuant to F.S. 119,0701,(3TS 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 W 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 law, Notwithstanding the provisions of Section 768,28, Florida Statutes, the
(d) Meet a11 lI requirements for retaining public records and transfer..:at no
cost,to Monroe County all public records in possession of OTS upon participation of the parties in this Agreement and the acquisition of any
termination of the contract and destroy any duplicate public records that commercial liability insurance coverage,self-Insurance coverage,or local
are exempt or confidential and exempt from public records disclosure government liability insurance pool coverage shall'not be deemed a waiver
requirements..Ali records stored electronically on OTS systems must be of immunity to the extent of liability coverage, not shall any contract
provided to Monroe County in a forrnst that is compatible with the entered Into by the Customer be required to contain any provision for
information technology systems of Monroe County. waiver
The County shall have the right to unilaterally cancel this Agreement upon 10.24 Privies and Invriunities
violation of this provision by QTS.
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,where 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 a 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 shag automatically,terminate without any further action on the
part of any party,effective the date of the court order. OTS and Customer 10.25 No Personal WOW
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 to7 (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 504 of the Rehabilitation Act of 1973, agent or employee of Monroe County shall be liable personally on this
as amended(2f)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 92-265),as 10.26 Session Hegdipg
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 Aicohol 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,as. 523 and 5277,(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 Aitestationg OTS 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
09 tITIQ
(a) "Addendum" means an addendum to this Agreement stating additional terms and conditions
applicable to the specific License or Service.
(b) "Ad hoc Englneering Services"means any technical support considered to be above and beyond
Remote Hands which usually includes technical support from a consultative or operational
perspective.
-a-
Master Space Agreement(&1)
(c) "Acceptable Use Policy" or "AUP" means the acceptable use policy posted at
M".0tomacenters,00m.
(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
items expressly incorporated herein,
(e) "Burstable" means Customer has the ability to use Services provided with respect to Customer
Space in excess of the Committed Data Rate..
IQ "Cloud Organization Administrator" means one or more Customer representatives or QTS
employees designated by Customer as having the right to access the sef service features of the
QTS IaaS.
(g) "Commuted Data Efate"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.
(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,III)is the subject of reasonable
efforts by its owner to maintain its confidentiality or secrecy,or Qii)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,
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.
(1) "customer Access Roster"means the official register of Representatives,
"Customer Equipment"means software,computer hardware,and all other equipment,goods,and
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.
(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.
(m) "Data centee,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 time 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.
IN "Facilities Maintenance"means the times OTS 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
(r) "taws" means rules, regulations, statutes, ordinances., orders and rulings of a government and
administrative and regulatory authorkle%as well as the Rules and Regulations.
(s) "Llcenses"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).
Master Space Agreement(G.1)
(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
(w) "Product Description" or"Product Catalog" shall mean the written description of a License or
Semite provided to Customer by QTS.
M "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.
(y) "QTS laaS"means the OTS infrastructure as a service.
(z) "QTS Provided Equipment"means any hardware,software and other tangible telecommunications
or internal equipment leased,subleased,licensed or sublicensed by QTS to Customer.
fee) "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 Rands"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.
(dd) "Rules and Regulations"means the data center rules posted at wsww atsdataoenters gym,
(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 spwArally 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.
(li) "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 troth parties. The Work Order
Includes backup detail and shall set forth the Licenses and Services, the pries to be charged for
Licenses and Services and any applicable Term and/or Committed Data Rate.
[Signatures on following page]
:.go-
Master Sprrc.e,greernent(S.1)
IN WITLESS WHEREOF,authorized representatives of Customer and OTS have read the foregoing Master Space Agreement and
agree to be hound thereby as of the Effective Date.
CUSTOMER:Monroe County Board of County Commissioners OTS
Quality Inv Pro s mi,t LC
Signature: Signatur .
Print Lame:Mayor Sylvia Murphy Print N=4----�2kAL 6tz/
+
Title: VP
Address: nl� AiGI,�OVII Lehr' 12851 Foster Street
LQ, G, !'lam -&>31 Overland Park,KS 66213
Telephone 220L`53- DIL3 913312.5614
E•Mail. bv[�d. �'f5 "►y?t #tl'l -f fv.O)OVE-flail: t-
li4J I'�U l� Date,
(Co r xe Seal)Attest or Two(2)Wit esses
t: in.Clerk of Court �"C
W' ss 1
Print r t h
a
iy. Map. f to b es$
Printed Lame:
By:
Deputy Clerk
.g_
Master Space Agreement(61)
Addendum to the Master Terms and Conditions Additional Terms and C... https:ttwww.gtsdatacenters.com/company[egaUconnectivity-addenda/int...
Addendum to the Master Terms and Conditions
Additional Terms and Conditions for
InternetConnect Service
ADDENDUM TO MASTER TERMS AND CONDITIONS
ADDITIONAL TERMS AND CONDITIONS FOR INTERNETCONNECT SERVICE
This Addendum is attached to made part of the Master Agreement agreed to by Customer and
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
Addendum shall be subordinate to the terms of any agreement signed by Customer and QTS
governing the provision of Internet access.
i.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)
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.
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.
1.9"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"Lease
Agreement,""Master Terms and Conditions"or"Master Space Agreement"for purposes of
this Addendum.
1.io"QTS"shall have the same meaning as"Landlord"in the Lease Agreement for
purposes of this Addendum.
1.n"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
restored.
2.GENERAL
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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
two or more upstream IP transit providers.
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
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
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
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
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.
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,
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
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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
discontinues the use of the internetConnect Service or the Agreement terminates,
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.
3.5 If Customer requires more than/28 sixteen(16)IP version four(4)addresses,
Customer must complete the IP Justification Form.
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
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.
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,
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.io 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").
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
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
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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
Mitigation Service,QTS shall give Customer notice by e-mail prior to conducting such
maintenance,identifying the time and anticipated duration of the Facilities Maintenance.
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,
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
Internet Intrusion Testing. Customer shall be solely responsible for any Losses incurred in
connection with any Internet Intrusion Testing by Customer or any third party 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
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
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
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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
in Section 6. Service Level Credits and error corrections are subject to Customer diligently
working to meet its responsibilities as set forth in the Responsibility Matrix.
5.5 The parties understand and agree that use of telecommunications and data
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
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
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.
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 internetConnect 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("internetConnect 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.
The internetConnect Service Guarantee is based on the cumulative Unavailability of the affected
internetConnect Service in a calendar month.
UNAVAILABILITY SERVICE LEVEL CREDIT
Less than 5 minutes No Credit
00:o5:oi to 00:25:0o 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
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04:00:01 to 35%of total Monthly Recurring Charge for internetConnect
08:00:00 Service
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
5o 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.
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 0.5%
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 internetConnect Service for every one percent(or portions thereof)over the guaranteed
o.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
Customer through the online Customer Portal("DDoS Attack Notification Guarantee").
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 io%of total Monthly Recurring Charge for
Customer notice of high DDoS Mitigation Service
level attack alarms
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
Mitigation Service within fifteen(15)minutes receipt of the Customer's authorization to begin
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
Greater than 15 minutes(starting after Customer 50%of total Monthly Recurring Charge
has approved traffic to be mitigated) for DDoS Mitigation Service
7.REMEDIES.
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7.1 If QTS fails to meet the internetConnect Service Guarantee,Latency Guarantee,Racket
Delivery Guarantee,DDoS Attack Notification Guarantee and DDoS Mitigation Service
Guarantee(each referred to herein individually and collectively as a"Service Level Guarantee"),
Customer shall he entitled to receive,as its sole and exclusive remedy,the applicable Service
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(So%)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(50%)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.
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.
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(60)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
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; (ii )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 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.
SCHEDULE A
Responsibility Matrix internetConnect Service [QTS Customer
GENERAL RESPONSIBILITIES'
Incident management X
Configuration changes and updates
Backup configuration files X
Restore configurations in the event of failure X
Provide physical co-location hand-off
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Connect QTS handoffs to Customer Equipment X
Complete IP Justification Form for more than/28(16)IP version 4 X
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
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.
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
capacity.
OSC Contact Information
To open a trouble ticket with the Operations Support Center,please send an email to
Customer may also call the Operations Support Center at 678-835-5000 to open a trouble ticket.
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