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06/21/2023 Agreement
Kevin Mad* cpA Clerk of the Circuit Court& Comptroller— Monroe County, Florida DATE: June 26, 2023 TO: Alan MacFaclicni, Director Iiil'()i-iiiatioii 'l'ccliiiolo*- ATM: Maria Gtien-a 1',xeciitive Assistant 7 FROM: Panicla G. 1).C. SUBJECT: June 21" 110CC Meeting Attached is an electronic copy ol'lhe 1'()Ilo%%Iiig item for your handling: C29 Agreement with Quality Technology Services extending the Data Center Lease for five years at $125,693.30 per year. This agreement provides continued uninterrupted data center space for the Monroe County or of County Commissioners and several County Constitutional offices. Should you have ;UIN, questions please feel free to contact nie a[ (305) 292-3550. CC: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 3300 Marathon, Florida 3300 Plantation Key, Florida 33070 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB NOTE: Each country-specific master country agreements ("MCA") is intended to be incorporated into these Global Terms and Conditions ("the Master Agreement")and Services provided in any country outside the United States may not be ordered in a country until the Master Agreement and applicable master country agreements are fully executed. Global Terms and Conditions The Master Agreement is effective as of June 21,2023 ("Effective Date"),and are hereby agreed to by Monroe County Board of County Commissioners ("Customer")and any QTS Affiliate that enters into a Work Order incorporating the Master Agreement("QTS"). Capitalized terms used herein shall have the meaning given in the body and the definition section of the Master Agreement.The Master Agreement contain terms and conditions applicable to each QTS product offering and all product specific terms may not be applicable to each Service. 1. LICENSES OF CUSTOMER SPACE AND ORDERS FOR SERVICES. The Master Agreement is an agreement under which Customer may license Customer Space and order Services from time to time by the execution of a Work Order between Customer and QTS. To the extent of any inconsistency between the Master Agreement, an Exhibit/Addendum, a Work Order, or an MCA the order of precedence shall be as follows: (i)a Work Order;(ii)an Exhibit/Addendum;(iii)the MCA;then(iii)the Master Agreement. Each MCA(i)is only binding upon the QTS Affiliate executing the applicable Work Order governed by the MCA;and(ii)only affects Work Orders placed under the MCA. The QTS Affiliates shall not be deemed jointly and severally liable for any obligations undertaken by one of them pursuant to the MCA or any Work Order. 2. TERM. The term for the Master Agreement shall begin on the Effective Date and expire at the termination or expiration of the last Work Order to be in effect. The term for each Work Order shall begin on the Start Date and expire on the Expiration Date. The termination or expiration of a specific Work Order will not affect Customer's other Customer Space or Services under separate Work Order(s). 3. FEES AND PAYMENT TERMS 3.1. Payment Terms. Except as otherwise set forth on a Work Order,QTS will invoice Customer for all Customer Space and Services on a monthly basis,with fixed Monthly Recurring Charges invoiced in advance and all other charges invoiced in arrears.Payments will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes (i.e. 45 days). Customer shall pay, by check or wire transfer, each proper invoice in accordance with F.S.218.70. 3.2. Disputes. Customers may reasonably dispute any portion of an invoice provided such dispute is made (a) in writing with sufficient detail as to(i)the nature of the claim, (ii)the amount disputed and(iii)the specific Service(s)and related charges disputed;and (b)within thirty(30)days from the date of the invoice(after which time Customer agrees all amounts charged on the invoice are deemed accurate).A dispute as to any portion of an invoice does not relieve Customer from timely payment of the undisputed portion. 3.3. Intentionally Omitted. . . 3.4. Late Payments. Any undisputed payment not received by QTS within thirty(30)days of the Customer's receipt of the invoice shall be considered late and will accrue interest at a rate of one and one-half percent(1 1/2%)per month(compounded monthly), or the highest rate allowed by applicable law,whichever is lower. 3.5. Taxes,Fees and Charges. Customer is a political subdivision of the State of Florida and thus is exempt from taxes. 3.6. Customer's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by its governing board,the Monroe County Board of County Commissioners. Customer shall use best efforts to obtain an appropriation in the full amount required under this Agreement. 4. SPACE AND SERVICES 4.1. QTS agrees to provide the Customer Space and Services,and Customer agrees to pay the applicable fees for the Customer Space licensed and the Services set forth in each Work Order. QTS shall provide the following Services in connection with the Customer Space and in accordance with the Service Level Agreement: 4.1.1. Physical security for the Data Center(s)(security station and personnel,24 hours/day,365 days/year); 4.1.2. Power to the Customer Space and generator back-up to the Data Center(s); 4.1.3. Data Center environmental controls(temperature and humidity);and 4.1.4. Security alarms and fire alarm/suppression systems for the Data Center(s). 4.2. QTS shall use commercially reasonable efforts to complete the build-out and make the Customer Space available to Customer on or before the any agreed upon target date. Build-out shall mean QTS'construction and installation of the Customer Space pursuant to the Work Order. 4.3. QTS shall provide cabling for services(i.e.network services,network monitoring)and maintenance on equipment and cabling owned by QTS up to the Point of Demarcation. Except as otherwise agreed pursuant to a separate Work Order, QTS shall not provide installation,configuration, connection, inter-connection, maintenance or support for any cabling, lines or equipment which is not owned or operated by QTS, whether or not such cabling,lines or equipment occurs before or after the Point of Demarcation. 4.4. QTS shall comply with its responsibilities set forth in the Responsibility Matrix located at https://www.gtsdatacenters.com/company/legal/responsibility-matrix-home/colocation-matrix and incorporated herein by this reference. -1- CONFIDENTIAL Global Terms and Conditions(0) DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB 5. CUSTOMER USE OF THE CUSTOMER SPACE AND SERVICES 5.1. Prohibited Activities, Use and Access. 5.1.1. Customer represents and warrants that neither it nor any of its subsidiaries or affiliates appear on the United States Department of Treasury, Office of Foreign Asset Controls list of Specially Designated Nationals and Blocked Persons and is not otherwise a person to whom QTS may not provide the Customer Space or Services under applicable US, EU, UK or UN sanctions. Customer may not(i) provide access to the Customer Space or Services to any person(including any natural person or government or private entity)that is located or ordinarily resident in, or use the Customer Space or Services for any transactions or other activities that involve, Cuba, Iran, North Korea, Syria,or the Crimea region(including Sevastopol)or any person(including any natural person or government or private entity)that is otherwise targeted by the UN, EU, UK or US economic or financial sanctions;and/or(ii)use the Customer Space or Services for the development,design, manufacture, production,stockpiling,or use of nuclear,chemical or biological weapons,weapons of mass destruction,or missiles. 5.1.2. Customer confirms that it is not, and shall not become Controlled (individually or in the aggregate) by one or more legal entities or natural persons targeted by the UN,EU,UK,or US economic or financial sanctions(including but not limited to asset freeze measures). If Control of the Customer changes during the term of the Agreement such that the foregoing representation is no longer accurate,the Customer must promptly notify QTS to enable its compliance with applicable sanctions laws and regulations. In case of such change in the Control of Customer, QTS reserves the right to terminate the Agreement or suspend its performance under the Agreement in order to comply with applicable sanctions laws and regulations. 5.1.3. Customer will comply with applicable export/re-export, sanctions, import and customs laws and regulations(including U.S. sanctions and export regulations)("Sanctions Laws"). In addition, Customer will not be listed on, or Controlled by an entity or person which is subject to,nor located in or organized under the laws of a country subject to, U.S.or E.U.embargo. Notwithstanding anything to the contrary in the Agreement,QTS reserves the right to terminate the Agreement immediately upon written notice to Customer if QTS reasonably determines that Customer is not in compliance with this Section or is causing QTS to be exposed to violations under Sanction Laws. 5.2. Permitted Use. 5.2.1. Customer shall use the Customer Space only for placement and maintenance of telecommunications and computer equipment and related personal property in accordance with the Agreement. Customer shall not store any parts or equipment in the Customer Space other than Customer Equipment which is operational and integral to the use of the network, unless otherwise authorized by QTS. Customer shall not install any equipment or personal property (including QTS Provided Equipment and Facilities) in the Customer Space (including,without limitation, ramps, and aisles therein)that individually or in combination exceeds 1,250 pounds per tile in the United States. Customer shall inform QTS of any equipment and property anticipated to be housed in the Customer Space,and QTS may require that the Work Order include build-out of reinforced flooring if, in QTS' reasonable opinion, such equipment and/or property will exceed the weight limits proscribed herein. Customer shall be responsible for all Customer Equipment, wherever located within or without the Data Center, and in no circumstance shall a bailment be created between Customer and QTS. 5.2.2. Customer shall provide all end-user equipment, software and all other telecommunications, Internet access and related equipment that Customer deems necessary or desirable for Customer's use of the Customer Space 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, Internet and power cabling or lines and connections from the Point of Demarcation. 5.2.3. Customer shall comply with its responsibilities set forth in the Responsibility Matrix located at https://www.gtsdatacenters.com/company/legal/responsibility-matrix-home/colocation-matrix shall be incorporated herein by this reference. 5.3. Power Capacity and Circuit Utilization. 5.3.1. Unless specifically set forth on a Work Order, Customer is entitled to use up to, but not to exceed, 150 watts of electric power per square foot(150 W/ft2)in the United States of Customer Space("Power Capacity"). QTS will notify Customer when electric power usage reaches 90-95% of Power Capacity. In the event that Customer's electric power consumption exceeds 100% of Power Capacity consistently for five(5)consecutive hours("Excess Demand"), Customer agrees that it will immediately reduce its electric power consumption to below 100%of Power Capacity, execute a Work Order to increase Power Capacity or to upgrade to a High Density("HD")environment. If contiguous customer space is not available,Customer must immediately reduce it electric power consumption to below 100%of Power Capacity. If Customer does not execute a Work Order to increase Power Capacity within five(5)days after receipt of notice from QTS of Excess Demand, or fails to reduce its electric power consumption, Customer will be subject to suspension of electric power. 5.3.2. The maximum utilization on any primary power circuit or primary/redundant circuit pair is 80%of the maximum capacity of the primary power circuit or 80%across the primary/redundant circuit pair. Customer shall take the necessary precautions to avoid exceeding 80%utilization on any primary power circuit or across the primary/redundant circuit pair. In the event that Customer's utilization exceeds 80% of maximum capacity on any primary power circuit or across the primary/redundant circuit pair, Customer shall be subject to an overage fee equal to 125% of the monthly recurring charge for the primary circuit and the power related remedies and Service Level Credits set forth in Exhibit A shall not apply. 5.4. Access to Data Center(s)and Customer Space. 5.4.1. Customer's 24 x 7 x 365 access to the Customer Space and the Data Center(s)will be limited solely to the Representatives identified on the then current Customer Access Roster. Customer represents and warrants that the information contained therein shall be true, complete and accurate in all respects.QTS shall have no obligation to verify that any information contained in the Customer Access Roster then on file with QTS is current or accurate, and QTS shall be entitled to rely upon all such information in admitting persons identified therein to the Data Center(s). QTS may require a Representative to be accompanied by an authorized QTS representative or security personnel. QTS shall have the right to refuse access,or limit access,to the Data Center(s)to any person who is not a Representative or to any Representative whom QTS(in its sole discretion)considers to be a risk to security or to the safety of persons or property,or who is not qualified to perform the tasks for which such person purports to access the Customer Space,or for any other lawful reason. -2- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB 5.4.2. Throughout the Term of the Agreement, Customer shall maintain the Customer Space in an orderly and safe condition in accordance with all applicable Laws, and the Rules and Regulations. Customer shall be responsible for and shall properly maintain in accordance with manufacturer instructions and requirements the Customer Equipment and all personal property located in the Customer Space. 5.4.3. Security personnel may require individuals desiring access to sign-in, present photo identification, submit to physical inspection of their person and properties and otherwise answer such questions and provide such information as the security personnel may require to authenticate such person and verify that such person is an authorized Representative of Customer. 5.4.4. Customer shall not(and shall not permit its Representatives to)access,rearrange,reconfigure,disconnect,remove,repair, replace,damage or otherwise tamper with(or attempt to do any of the foregoing to)any of the Facilities or the properties or customer space of any other person using the Data Center(s). Any violation of this Section shall be material breach by Customer of the Agreement and notwithstanding any provisions contrary hereto, Customer shall pay QTS, upon demand,the cost to repair, remedy, or replace the damaged Facilities or the properties or customer space of its customers. 5.4.5. In addition to the requirements set forth herein,Customer's access shall be subject to any and all rules,regulations,security and access requirements imposed by QTS governing the Data Center(s), including without limitation, Rules and Regulations and the visitor acknowledgment and release executed by Customer's Representatives. Customer agrees (and shall cause each of its Representatives)to strictly abide by all such requirements for the Data Center. Customer agrees to periodically access the website and familiarize itself with the then current version of the Rules and Regulations.Notwithstanding,QTS agrees to provide Customer with thirty(30)days'notice of any changes to said Rules and Regulations. 5.4.6. QTS retains the right to access the Customer Space at any time for any legitimate business purpose of QTS including, without limitation, for the installation, inspection, removal, relocation, replacement, and scheduled or emergency Facilities Maintenance. Customer shall provide a safe place for QTS personnel to work within the Customer Space. 6. REMOTE HANDS, FACILITIES MAINTENANCE,CROSS CONNECTS 6.1. Remote Hands is available as both a subscription and an ad hoc service. QTS shall perform Remote Hands as requested by Customer on an as needed basis. Except as otherwise set forth in the Agreement, Remote Hands Services shall be billed in quarter-hour increments and shall include all time expended to receive Customer instructions,travel to and return from Customer Space, perform the operations and report any findings or results excluding the cost of any materials or equipment supplied by QTS. Remote Hands Services shall be provided to the Customer Equipment within the Customer Space only pursuant to the express instructions of Customer,and as such, Customer hereby releases and shall hold QTS, its employees and contractors harmless from and against all Losses relating to QTS'performance of such Remote Hands Services actions in accordance with Customer's express instructions. Customer agrees that all requests for Remote Hands Services will be billed to Customer at the rates specified, provided that QTS shall waive all or a portion of such Remote Hands fees, where the need for such service arises out of a system failure directly caused by QTS. The response time for Remote Hands Services will be based upon available resources at time of Customer request. 6.2. QTS shall perform such janitorial services, environmental systems maintenance, power plant maintenance and other maintenance actions as QTS deems necessary or desirable with respect to the Data Center(s)in which the Customer Space is located. QTS may from time to time perform Facilities Maintenance. Customer acknowledges and agrees that the performance of Facilities Maintenance and Customer Maintenance may cause the network to be temporarily inaccessible and the Services 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 Services. Customer may access the Facilities Maintenance schedule through the QTS customer portal. If Facilities Maintenance is expected to interrupt access to the network or the availability of Customer's Services,QTS shall give Customer notice by e-mail prior to conducting such maintenance, identifying the time and anticipated duration of the Facilities Maintenance. 6.3. crossConnect Service 6.3.1. Upon the prior express written consent of QTS, Customer may cross connect the Customer Equipment with equipment or services of any other customer of QTS within the Data Center. QTS'acceptance of Customer's crossConnect order via the online portal or executed Work Order shall be deemed its consent to the cross connection. Failure to obtain the prior written consent of QTS shall constitute a material breach of the Agreement and QTS may immediately remove such impermissible cross connects and/or immediately termination or suspend the Services.All Multi-fiber Cable facilities,crossConnect, Innerduct or Conduit interconnections in the Data Center shall be installed and/or maintained by QTS or its authorized representative. 6.3.2. Customer shall submit a LOA/CFA to QTS for all new crossConnect requests which shall, if applicable, be subject to the consent of the third party receiving the requested connection. The LOA/CFA shall contain the necessary permissions and third party's consent to the requested connection. Pursuant to a LOA/CFA,Customer authorizes QTS to act as its agent to facilitate such crossConnect Services with the third party identified in the LOA/CFA. 6.3.3. QTS will be responsible(i)for any extension of the crossConnect Service to the Customer Space; (ii)if applicable,turn-up of the crossConnect circuit between the Data Center and local carrier hotel;and(iii)completion of end-to-end testing of the crossConnect Service with the Customer. The Responsibility Matrix for crossConnect Services located at https://www.gtsdatacenters.com/company/legal/responsibility-matrix-home/crossConnect-matrix shall hereby be incorporated by this reference. 6.3.4. With respect to the crossConnect Service,Customer shall(i)provide QTS with a maintenance contact list for QTS to contact when necessary; (ii)provide QTS with access to the Customer Space to turn-up the crossConnect circuit; (iii)complete end-to-end testing of the crossConnect circuit with QTS; (iv)connect the crossConnect extension to the Customer Equipment; and (v)promptly notify QTS of any availability issues with the crossConnect Service. If any availability issues arise,QTS will troubleshoot and isolate any faults between the Point of Demarcation and the MMR, minimum point of entry or Customer Space. 7. MUTUAL REPRESENTATIONS AND WARRANTIES;INDEMNIFICATION. Each party represents,warrants and covenants that: (i)it has and will maintain the legal right to use,operate and locate its equipment in the Data Center;(ii)the performance of its obligations hereunder will not violate any applicable Laws;(iii)neitherthe execution of the Agreement nor the performance of its obligations hereunder will constitute a breach by it of any agreements to which it is a party or by which it is bound; (iv) it is not engaged in any business that is directly or indirectly involved in any form of modern slavery (including forced labor and human trafficking); and (v)it has duly, authorized, executed and delivered the Agreement and the Agreement constitutes a legal, valid and binding obligation of such party and shall be enforceable against such party in accordance with its terms. Customer further represents, warrants and covenants that all equipment,materials and other tangible items placed by it at Data Center will be installed,operated, used and maintained -3- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB in material compliance with all applicable Laws, Rules and Regulations and manufacturer specifications. Subject to Sec. 768.28, Florida Statutes, Customer will indemnify, defend and hold harmless QTS, and its representatives, agents, employees, officers, directors, members, partners, principals, managers,affiliates,lenders,contractors,subcontractors from any and all Losses arising from or relating to:(i)any bodily injury or property damage caused by Customer's or a Customer Party's negligence or willful misconduct; (ii)any claim, action or omission by a customer or end-user of Customer or other third party, relating to, or arising out of, Customer's or any of its customers'services or the Customer Space licensed or Services provided under the Agreement(including claims arising from or relating to interruptions, suspensions, failures, defects, delays, impairments or inadequacies in any of the aforementioned Licenses or Services)and including claims occasioned by or arising out of or related to QTS' acts or omissions whether negligent or otherwise; and(iii)any claim,action or omission by a customer or end-user of a Customer or other third party relating to or arising out of a violation of the AUP by Customer, a Customer Party or any end-user or customer of Customer. Subject to Sec. 758.28, Florida Statutes, both parties shall defend and indemnify the other for any breach of the mutual insurance provisions in Section 10. 8. REMEDIES AND DAMAGES,AND LIMIT ON WARRANTIES 8.1. No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT,THE CUSTOMER SPACE AND SERVICES(INCLUDING ALL MATERIALS SUPPLIED AND USED THEREWITH)ARE PROVIDED"AS IS,WHERE IS",AND CUSTOMER'S USE OF THE CUSTOMER SPACE AND SERVICES IS AT ITS OWN RISK. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, QTS DOES NOT MAKE,AND HEREBY DISCLAIMS,ANY AND ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED,WHETHER IN FACT OR BY OPERATION OF LAW,STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO,WARRANTIES OF MERCHANTABILITY, HABITABILITY, MARKETABILITY, PROFITABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, NONINFRINGEMENT, TITLE, OR ARISING FROM A COURSE OF DEALING, OR TRADE PRACTICE. 8.2. Damages Waiver/Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST REVENUE, LOST PROFITS (WHETHER OR NOT THEY CONSTITUTE CONSEQUENTIAL DAMAGES), REPLACEMENT GOODS, INJURY TO BUSINESS OR REPUTATION,LOST BUSINESS OR CUSTOMERS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES; LOSS OF GOOD WILL, LOST OR DAMAGED DATA, INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT OR OTHER INTANGIBLE LOSSES. QTS WILL NOT BE LIABLE FOR ANY THIRD PARTY CLAIMS.QTS'LIABLITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED CUSTOMER'S FEES PAID OR PAYABLE UNDER THE APPLICABLE WORK ORDER(S) (INCLUDING TO THE EXTENT NOT YET BILLED) FOR THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.THE LIMITATION OF LIABILITY AND DAMAGES SET FORTH IN THIS SECTION 8.2 SHALL APPLY EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,AND WHETHER ARISING UNDER THEORY OF CONTRACT,TORT, STRICT LIABILITY OR OTHERWISE AND EVEN IF SUCH PARTY'S REMEDIES FAIL TO MEET THEIR ESSENTIAL PURPOSE. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 8.2,A PARTY'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT POSSIBLE. 8.3. Basis of the Bargain. The parties acknowledge that the prices have been set,and the Agreement is entered into in reliance upon the limitations of liability, remedies, damages, and the disclaimers of warranties and damages set forth herein, and that all such limitations and exclusions form an essential basis of the bargain between the parties. The specific remedies provided herein or in any Exhibit or Addendum are the exclusive remedies available to Customer. 9. MUTUAL CONFIDENTIALITY/NON-SOLICIT 9.1. Disclosure and Use. Subject to Florida Public Records Law, Chapter 119, each party agrees that it will not use in any way, nor disclose to any third party,the other party's Confidential Information(which shall include the Confidential Information of any Affiliate of either party), and will take reasonable precautions to protect the confidentiality of such information,at least as stringently as it takes to protect its own Confidential Information, but in no case will the degree of care be less than reasonable care. Nothing herein shall preclude disclosure by a party: (i)to that party's affiliates, attorneys, accountants, lenders and other advisors and employees who have a bona fide need to know the other party's Confidential Information in connection with the receiving party's performance under the Agreement;(ii)with respect to the terms of the Agreement only,to any potential transferee or assignee of all or any portion of the Data Center, or in connection with a merger involving QTS, or acquisition of all or substantially all of the assets of QTS;(iii)any disclosure by QTS that is required to respond to a security threat;or(iv) any disclosure that a party concludes that it is required to make as a matter of Law or legal process. Each party agrees to only make copies of the other's Confidential Information for purposes consistent with the Agreement, and each party shall maintain on any such copies a proprietary legend or notice as contained on the original or as the disclosing party may request. 9.2. Exclusions from Confidentiality Obligations. Notwithstanding the confidentiality obligations required herein, neither party's confidentiality obligations hereunder shall apply to information which: (a)is already known to the receiving party(other than the terms of the Agreement); (b)becomes publicly available without fault of the receiving party;(c)is rightfully obtained by the receiving party from a third party without restriction as to disclosure;(d)such Confidential Information is approved for release by written authorization of the party having the rights in such Confidential Information; or(e)is developed independently by the receiving party without use of the disclosing party's Confidential Information. 9.3. Specific Performance and Iniunctive Relief. Each of QTS, Customer and their respective representatives agree that a breach of Sections 9.1 and 9.2 above will give rise to irreparable injury to the other party for which damages may not be adequate compensation,and consequently, that the other party shall be entitled, in addition to all other remedies available to it at law or equity,to injunctive and other equitable relief to prevent a breach of Section 9.1 and to secure the specific performance of such sections without proving actual damages or posting a bond or other security. 9.4. Non-Solicitation. Customer agrees that during the Term,and for one year thereafter,Customer will not directly or indirectly:(a)solicit, induce or encourage any employee(other than clerical employees)or independent contractor to terminate their em ployment with QTS or to cease rendering services to QTS, and Customer shall not initiate discussions with any such person for any such purpose or authorize or knowingly cooperate with the taking of any such actions by any other person; (b)solicit,recruit,induce for employment or hire(on behalf of Customer or any other person or entity)any employee (other than clerical employees)or independent contractor who has left the employment or other service of QTS(or any predecessor thereof) within one year of the termination of such employee's or independent contractor's employment or other service with QTS; or (c) solicit any of QTS' customers to lease, purchase or otherwise occupy data center space in the United States of America or encourage any of QTS'customers to reduce its -4- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB patronage of QTS. Nothing contained in this Section 9.4 shall prohibit Customer from hiring any employee or former employee of QTS who either initiates employment discussions with Customer or responds to a general solicitation for employment issued by Customer. 10. MUTUAL INSURANCE REQUIREMENTS 10.1. Minimum Levels. QTS agrees to keep in full force and effect during the Term of the Agreement: (i) commercial general 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 under an"umbrella" policy in an amount not less than$3,000,000),including broad form premises and operations,independent contractors,products and completed operations, personal injury,contractual,and broad form property damage liability coverage; (ii)Employer's liability insurance in an amount not less than$500,000 per accident/$500,000 Disease, policy limits,$500,000 each employee;(iii)Cyber liability insurance in an amount not less than$1,000,000 and(iv)workers' compensation insurance covering QTS's employees in an amount not less than that required by Law. QTS shall maintain property insurance (all risks) covering QTS' Facilities, including the Data Center. Customer shall maintain property insurance(all risks)covering the Customer Space and Customer Equipment wherever located. Customer agrees that it will insure and be solely responsible for insuring the injuries to and claims of its representatives. All such policies shall be written by insurance carriers licensed in the state in which the Data Center is located, and shall be rated A-, IX or better by A.M. Best. Customer is self-insured and agrees to keep in full force and effect during the Term of this Agreement general liability coverage in an amount not less than$1,000,000 per occurrence. QTS will deliver to Customer the applicable certificates of insurance naming the Monroe County Board of County Commissioners as a certificate holder for insurance coverage listed in(i),and(iii). 11. TERMINATION 11.1. Termination for Cause. QTS may terminate any Work Order(s)(in whole or in part),at any time,without liability,for any one or more of the following: (a)Customer breaches any material term of the Agreement and fails to cure such breach (if susceptible to cure)within thirty(30)days after receipt of written notice of the same(provided, however, in the event the Agreement provides that termination of any rights shall be immediate for any specific breach,then such notice period shall not be required); (b) Customer has threatened the security of the Data Center or any other network or system;(c)failure to pay undisputed amounts when due,after ten(10)days written notice and failure to cure;(d)repeated violation of the AUP by Customer or its customers or end-users; (e)QTS is unable to provide Customer Space or Services due to Customer's acts or omissions; (f)Customer becomes the subject of a voluntary or involuntary proceeding relating to insolvency, bankruptcy, receivership, liquidation,or reorganization for the benefit of creditors, and such petition or proceeding is not dismissed within sixty(60)days of the filing thereof;or(g)a court or other government authority having jurisdiction over the Services prohibits QTS from furnishing the Customer Space or Services to Customer. Customer may terminate the Work Order(s)impacted by one or more of the following: (x) QTS breaches any material term of the Agreement and fails to cure such breach within thirty(30)days after receipt of written notice of the same;or(y)as specifically set forth in an Exhibit or Addendum. 11.1.1. For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List,or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes,or (2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes,are met. 11.1.2. For Contracts of$1,000,000 or more,if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes,or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List,or been engaged in business operations in Cuba or Syria,the County shall have the option of(1)terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes,or (2)maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes,are met. 11.2. Early Termination. In the event Customer desires to terminate any License or Services prior to the end of the Term (other than as provided in Section 11.1 herein),or if the Licenses or Services are terminated by QTS as provided in Section 11.1 herein, Customer shall pay for all work performed priorto notice of termination and for monthly fees incurred prior to termination plus a termination charge equal to 100%of the remaining Monthly Recurring Charges that would have been charged for the Customer Space and Services for the Term (as applicable on the date of said termination)(the "Termination Fees").Such Termination Fees are not penalties,but due to the difficulty in estimating actual damages for early termination,are agreed upon charges to fairly compensate QTS. 11.3. Hold-over Customer. If Customer continues to use any Customer Space or Service after the expiration or earlier termination of the Term for such Customer Space or Service,then Customer shall remain subject to the terms and conditions of the Agreement and the Monthly Recurring Charges and usage charges during such hold-over period shall increase to one hundred and fifty percent(150%)and usage charges for the last full month before expiration or earlier termination of the Term. During such hold-over period, the Agreement becomes a month-to-month Agreement and can be terminated on thirty(30)days'notice by either party. 11.4. Suspension of Licenses or Services by QTS. QTS may suspend Customer's access and rights to any or all Customer Space or Services and/or Customer's rights to remove any or all of Customer's Equipment if Customer fails to pay any undisputed sum for Customer Space or Services when such payment is due and such failure remains uncured for a period of ten(10)days after written notice is given to Customer by QTS. In the event of a suspension of Licenses or Services pursuant to this Section 11.4, Customer agrees that QTS may, without notice or liability, prevent Customer access to the Customer Space and/or suspend Services. If Customer's access or Services are suspended pursuant to this Section 11.4 and QTS determines, in its sole discretion, to reconnect Customer Space or Services, Customer agrees to pay, in addition to any other fees or sums for Customer Space or Services owing under the Agreement,the Reconnection Fee. The remedies of QTS under this Section 11.4 are in addition to any other rights that QTS may have under the Agreement. 11.5. Effect of Termination by Either Party. Upon the effective date of termination of the Agreement(a)QTS will immediately cease providing Services and Customer's License shall terminate and QTS shall not be responsible for any loss of access or data as result of such cessation of Services; (b)any payment obligations of Customer under the Agreement for Customer Space or Services provided through the date of termination and any applicable Termination Fees will immediately become due and payable; and (c)within ten (10)days of such termination Customer shall: (i)remove from the Data Center(s)all Customer Equipment and any other Customer property located at the Data Center(s)(but only upon receipt of all sums due under(b)); (ii) -5- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB make available all QTS Provided Equipment to an authorized representative of QTS;and(iii)return the Customer Space to QTS in the same condition as existed on the Start Date,normal wear and tear excepted. If Customer does not remit the sums payable under(b)and/or does not remove the Customer Equipment and its other property as provided in (c), QTS will have the right to do one or more of the following, without further notice, without liability therefor, and without prejudice to any other available remedies: (x) re-claim the Customer Space, remove all property therefrom and re-license the Customer Space;(y)move all such Customer property to secure storage and charge Customer for the cost of such removal and storage;and(z)liquidate the Customer property in accordance with applicable law, applying all proceeds first to the cost of such liquidation, then to all payment obligations due hereunder,and the balance thereof,if any,shall be paid to Customer. 12. MISCELLANEOUS PROVISIONS 12.1. Force Maieure. Neither party shall be liable to the other for any failure of performance or equipment,other than a failure to pay fees when due, due to causes beyond such party's reasonable control,which shall include, by way of example and not limitation: acts of God,fire,explosion, emergencies, civil unrest, terrorism, wars; any change in, or adoption or repeal of, any Law or policy of, any action or inaction of, any governmental authority; unavailability of rights-of-way,third party services or materials,the failure or refusal of the power provider to perform or honor its commitments or agreements or to make sufficient power available;strikes,lock-outs,work stoppages,labor shortages or other labor difficulties;viruses,denial of service attacks,telecommunications failures,failure of the internet or events of a type or magnitude for which precautions are generally not taken in the industry (the"Force Majeure Event"). If QTS is unable to deliver the Customer Space or Service for thirty(30)consecutive days,either Party shall have the right to terminate any affected Work Order pursuant hereto,without liability for Termination Fees. 12.2. Relocation of Customer Equipment or Customer Space. If it is necessary for QTS to comply with applicable Laws to relocate the Customer Equipment or Customer Space to another area in the Data Center or other similar data center owned by QTS,the parties will cooperate in good faith with each other to facilitate such relocation. QTS shall be solely responsible for the costs incurred by QTS in connection with any such relocation. Relocation made by QTS at the request of Customer,will be at the sole expense of Customer. QTS will use commercially reasonable efforts to minimize and avoid any interruption in Services during such relocation. 12.3. Change of Circumstance. Commencing on the first anniversary of the Start Date of each Work Order and each anniversary thereafter, QTS will increase Customer's rates and/or recover costs previously paid to the extent of the following: (a)any change in applicable Law,or a tariff or tax impacts QTS which increases QTS'costs and/or taxes materially; (b)Customer is not contracted for metered power and QTS'electric utility costs under any Work Order exceed the Annual Increase defined in the applicable Work Order; or(c)Customer is not contracted for metered power and an Annual Increase is not defined in the applicable Work Order,if QTS'electric utility costs under such Work Order increase by more than three percent(3%)during the prior twelve(12)month period. Commencing on the first anniversary of the Start Date of each Work Order and each anniversary thereafter,QTS may increase Customer's rates and/or recover costs previously paid if there is a material increase in costs(only to the extent not addressed in(a)-(c)above) that impacts the delivery of the Customer Space or Services by ten percent(10%)or more during the prior twelve(12)month period. 12.4. Notice. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by e-mail or facsimile (provided delivery is confirmed), or U.S. Mail registered or certified return receipt requested and postage prepaid, in each case to the address set forth on the signature page or to such other address as may hereafter be furnished in writing by either party to the other party in accordance with this section. Such notice will be deemed to have been given as of the date it is received. 13. ASSIGNMENT 13.1. Customer may not assign or transfer part or all of its rights and obligations under the Agreement,or resell the Services,or sublicense or lease(each a"Transfer")all or any part of the Customer Space without the written consent of QTS,which shall not be unreasonably withheld. QTS may require any transferee to execute documentation reasonably acceptable to QTS in connection with the applicable Transfer,including,without limitation, an assumption agreement whereby the transferee assumes all of Customer's liabilities, duties and obligations under the Agreement. In any event no Transfer shall relieve or release Customer of its obligations under the Agreement. QTS may assign or transfer part or all of its respective rights and obligations under the Agreement with written approval of Customer. Approval will not be unreasonable withheld. Notwithstanding the foregoing, QTS may,without Customer approval,assign or transfer its respective rights and obligations under this agreement to any entity that is a subsidiary or affiliate of QTS or to any entity that is the survivor of a merger with QTS and any entity that acquires all or substantially all of the assets of QTS. QTS understands and agrees that an amendment to this agreement may be required in order for the Monroe County Clerk of Court and Comptroller to issue payment to the entity that the agreement is transferred or assigned to. 13.2. In the event of any transfer or termination of QTS'interest in the Data Center by sale,assignment,transfer,foreclosure,deed-in-lieu of foreclosure or otherwise whether voluntary or involuntary,QTS shall be automatically relieved of any and all obligations and liabilities on the part of QTS from and after the date of such transfer or termination, and any subsequent owner of the Data Center shall only be responsible for such obligations and liabilities under the Agreement which accrue from and after the date such transferee or assignee acquires QTS'interest as licensor under the Agreement. Customer agrees to attorn to the transferee upon any such transfer and to recognize such transferee as the licensor under the Agreement. The Agreement shall apply to, bind, and inure to the benefit of, any permitted transferees, assignees or successors, all of whom shall execute counterparts of the Agreement, and Customer shall remain liable for the payment of all charges due under each Work Order or otherwise due or to become due under the Agreement. 14. ENTIRE UNDERSTANDING; RELEASE 14.1. The Agreement constitutes the entire understanding and agreement of the parties related to the subject matter hereof,and supersedes and replaces any and all prior or contemporaneous discussions, agreements and understandings regarding such subject matter. TO THE EXTENT CUSTOMER IS OR WAS A PARTY TO AN EXPIRING OR TERMINATED PRIOR AGREEMENT FOR DATA CENTER SPACE AND/OR SERVICES WITH QTS ORANY QTS AFFILIATE,CUSTOMER HEREBY RELEASES QTS AND QTS AFFILIATES FROM ANY AND ALL CLAIMS OR LIABILITIES, WHETHER KNOWN OR UNKNOWN,ARISING FROM, UNDER OR AS A RESULT OF SUCH PRIOR AGREEMENT INCLUDING ANY LIABILITY FOR THIRD PARTY CLAIMS AND ANY CLAIMS,COSTS,DAMAGES OR EXPENSES RELATING TO QTS PERFORMANCE,ACTS OR OMISSIONS UNDER ANY SUCH PRIOR AGREEMENT. Each Work Order and Addendum or Exhibit includes terms which are in addition to,and not in lieu of the Agreement, and shall be deemed to be part of the Agreement. Unless expressly provided for in the Agreement, Customer agrees not to claim any reliance on any other opinion, advice, recommendation, statement, representation, warranty of QTS regarding the suitability, fitness, quality, merchantability, or the -6- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB compatibility or functionality of any equipment or software. Any additional or different terms in any purchase order or other response made by Customer shall be deemed objected to by QTS without need of further notice of objection,and shall be of no effect or in any way binding upon QTS. 15. No Competitive License or Service. Customer may not at any time,without QTS'prior written consent, permit any QTS facility to be utilized for the resale of QTS'internetConnect co-location services to QTS clients. 16. Relationship of the Parties. QTS and Customer are independent contractors;the Agreement will not establish any relationship of partnership, employment,franchise or agency. 17. Execution and Counterparts. The Agreement may 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 instrument. 18. Modification. The Agreement may be changed only by a written document signed by authorized representatives of QTS and Customer. 19. Severability. If any provision of the Agreement, as applied to either party or to any circumstance, is adjudged by a court or arbitrator to be invalid, illegal or unenforceable, the same will not affect the validity, legality, or enforceability of any other provision of the Agreement. All terms and conditions of the Agreement will be deemed enforceable to the fullest extent permissible under applicable law. 20. No Waiver;All Rights Cumulative. The failure by either party to enforce any rights hereunder shall not constitute a waiver of such right(s)or of any other or further rights hereunder. The waiver of any breach or default of the Agreement will not constitute a waiver of any subsequent breach or default. 21. Governing Law. The Agreement will be governed by and construed in accordance with the laws of the State of Florida,except its conflicts of law principles. In the event of any cause of action or administrative proceeding,the parties agree that venue will lie in the appropriate court or administrative body in Monroe County,Florida.The parties agree that,in the event of conflicting interpretations of the terms of this agreement,the issue shall be submitted to mediation prior to the institution of a legal proceeding.This Agreement is not subject to arbitration. 22. Third Party Beneficiaries. The provisions of the Agreement and the rights and obligations created hereunder are intended for the sole benefit of QTS and Customer,and do not create any right,claim or benefit on the part of any person not a party to the Agreement. The parties do not intend any provision of the Agreement to be enforceable by or to benefit any third party. 23. Intellectual Property Rights. QTS shall remain the sole owner of and retain all right, title and interest in any service, technical information and/or intellectual property rights ("IPR") provided to Customer hereunder, including, without limitation, all trademark, trade names, service marks, copyrights,computer programs,general utility programs,software,methodology,databases,specifications,systems designs,applications,enhancements, documentation, manuals, know-how, formulas, hardware, audio/visual equipment,tools, libraries, discoveries, inventions,techniques,writings, designs, and other IPR either used or developed by QTS or its agents in connection with the provision of service hereunder and all derivative works or improvements therein("QTS Technology"). Any QTS Technology will not be work-for-hire and Customer agrees to assign and hereby does assign to QTS all I PR in and to the QTS Technology. In return for payment of all fees and charges, QTS grants to Customer a royalty free, non-exclusive, non-transferable, non- assignable license to use any IPR provided with the Services hereunder solely for the purpose of receiving such Services. QTS shall be free to provide similar IPR to other parties and shall retain the right to unrestricted use of any data,and any and all related concepts,know-how,techniques or IPR either acquired or developed as a result of the Agreement. Customer further agrees to execute and deliver all documents and do all acts that QTS shall deem necessary or desirable to secure to QTS' right, title and interest in and to such IPR. Customer further agrees to cooperate with QTS as reasonably necessary to maintain or enforce QTS'rights in the IPR. 24. General.Without the consent of the other party, neither party shall issue any publication relating to the Agreement,except as may be required by Law. Notwithstanding,either party may publicly refer to the other,orally and in writing,as a Customer/licensee or service provider/licensor of the other, as applicable,and QTS may utilize Customer's domain name at its website(www.qtsdatacenters.com)which may include a link from the QTS website to Customer's website. If either party retains an attorney to enforce the terms of the Agreement or to collect money due hereunder,the prevailing party shall be entitled to recover reasonable attorneys'fees, court costs and other related expenses incurred in connection therewith. The terms and provisions contained herein that by their sense and context are intended to survive the performance thereof by the parties shall so survive termination of the Agreement, including,without limitation, provisions for indemnification and the making of any payments. The Agreement may contain defined terms that are not applicable to every Service.Sections 12.2,25 and 26 shall only apply to Customers contracting for Customer Space as reflected on a Work Order. 25. Estoppel Certificate.Customer shall,within ten(10)days'prior written notice from QTS(but only in connection with a sale,financing,transfer, lease or similar transaction),deliver to QTS a signed statement certifying the following information(but not limited to the following information in the event further information is reasonably required by QTS): (i)that the Agreement is unmodified and in full force and effect(or, if modified, stating the nature of such modification and certifying that the Agreement, as modified is in full force and effect); (ii)the dates to which the fees and other charges due under the Agreement are paid in advance, if any; (iii)the amount of Customer's security deposit, if any; and (iv)to Customer's knowledge there are not any uncured defaults or breaches on the part of QTS under the Agreement(including, without limitation, all Addendum, Exhibits and Work Orders), and no events or conditions then in existence which,with the passage of time or notice or both,would constitute a default or breach on the part of QTS under the Agreement(including,without limitation,all Addendum, Exhibits and Work Orders),or specifying such defaults events or conditions,if any are claimed. It is expressly understood and agreed that any such statement may be relied upon by a prospective purchaser or encumbrance of all or any portion of the Data Center. Customer's failure to deliver such statement within such ten(10)day period shall,constitute an admission by Customer that all statements there are true and correct. 26. Subordination. Customer accepts the Agreement subject and subordinate to any mortgage,deed of trust,deed to secure debt,ground lease or master lease of QTS and to any renewals, modifications,consolidation, refinancing and extensions thereof. It is understood that QTS'interest in the Customer Space and Data Center may be that of a lessee or a ground lessee, rather than owner. This provision is hereby declared to be self-operative and no further instrument shall be required to effect such subordination of the Agreement; provided, however, Customer shall,within ten(10)days after QTS' written request therefore, execute, acknowledge and deliver any documents reasonably requested by QTS to assure the subordination of the Agreement to any of the same. Notwithstanding the foregoing, if the lessor under any such lease or the holder of any such deed to secure debt advises -7- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB QTS that they desire to require the Agreement to be prior and superior thereto, upon written request of QTS to Customer, Customer agrees to promptly execute,acknowledge and deliver any documents which QTS or such lessor, holder or holders reasonably deem necessary for purposes thereof. 27. OSHA Compliance. This Section 27 shall only apply if the Customer contracts for Services or Customer Space in the Commonwealth of Virginia. Pursuant to OSHA regulations 29 CFR 1910.147,et seq.,and specifically 29 CFR 1910.333(a)(1),unless Customer meets the limited exceptions set forth therein, work on electrical equipment must be conducted in a de-energized state. Customer acknowledges that, unless it has completed the Energized Electrical Work Certification (attached hereto as Exhibit B)setting forth a valid and supported exception, work in a de-energized state may cause an interruption of electrical power to Customer's equipment. 28. Conservation Efforts. QTS shall partner with a non-profit 503(c)conservation organization, like American Forests or similar organization,to plant a tree for every 100kW of power QTS sells to its customers. During the Term of the Agreement, QTS agrees to donate one(1)tree per month to American Forest,or similar organization,for every 100kW of Customer's contracted load. 29. Maintenance of Records.QTS shall maintain all books, records,and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of four years from the termination of this agreement. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the Customer determines that monies paid to QTS pursuant to this Agreement were spent for purposes not authorized by this Agreement(only if the Agreement specifies how QTS shall use monies paid to QTS by Customer),or were wrongfully retained by QTS then QTS shall repay the monies together with interest calculated pursuant to Sec. 55.03,of the Florida Statutes, running from the date the monies were paid by the Customer. 30. E-Verify System.QTS shall comply with and be subject to the provisions of F.S.448.095. 31. Public Entity Crime Statement. In accordance with Sec.287.133, Florida Statutes,A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid, proposal,or reply on a contract to provide any goods or services to a public entity, may not submit a bid, proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity,may not be awarded or perform work as a contractor,supplier,subcontractor,or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. 32. Ethics Clause.QTS warrants that he/it had not employed,retained or otherwise had act on his/its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 020-1990. Both parties will comply with Ordinance No. 020-1990.. 33. Public Records Compliance. QTS must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.QTS is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 34. QTS will comply with all applicable sections of F.S. 119.0701. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, QTS is required to: (1) Keep and maintain public records that would be required by the Customer to perform the service. (2) Upon receipt from the Customer's custodian of records, provide the Customer with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the Customer. (4) Upon completion of the contract,transfer,at no cost,to the Customer all public records in possession of QTS or keep and maintain public records that would be required by the Customer to perform the service. If QTS transfers all public records to the Customer upon completion of the contract, QTS shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If QTS keeps and maintains public records upon completion of the contract, QTS shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Customer, upon request from the Customer's custodian of records, in a format that is compatible with the information technology systems of the Customer. 35. IF QTS HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO QTS'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY- BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEYS OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. -$- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB 36. Nondiscrimination.QTS and Customer agrees to comply with all Federal and Florida statutes,and all local ordinances,as applicable,relating to nondiscrimination. These are: 1)Title VI1 of the Civil Rights Act of 1964(PL 88-352)which prohibits discrimination on the basis of race,color or national origin;2)Title IX of the Education Amendment of 1972,as amended(20 USC ss. 1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),which prohibits discrimination on the basis of disabilities; 4)The Age Discrimination Act of 1975,as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616),as amended,relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VI11 of the Civil Rights Act of 1968(42 USC s. 3601 et seq.),as amended,relating to nondiscrimination in the sale, rental or financing of housing; 9)The Americans with Disabilities Act of 1990(42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14,Article 11,which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which apply to each respective. 37. Non-Waiver of Immunity.Notwithstanding the provisions of Sec,768.28, Florida Statutes,the participation of the parties in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage,or local government liability insurance poll coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the Customer be required to contain any provision for waiver. 38. Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinance and rules and pensions and relief, disability workers compensation and other benefits that apply to the activity of officer, agent, volunteers or employees of the Customer, when performing their respective function under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officer,agents,volunteers or employees outside the territorial limits of the County. 39. No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agenda or employee of Monroe County in his or her individual capacity, and no member, officer, agent, or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 40. Attestations.QTS agrees to execute the following documents as the Customer may reasonable require: Public Entity Crime Statement, Ethics Statement,and a Drug-Free Workplace Statement. DEFINITIONS (a) "Access Roster"means the written register of Customer Representatives provided by Customer prior to the applicable Start Date,as may be amended by Customer from time to time during the Term. (b) "Addendum" or"Addenda" means an addendum to the Master Agreement stating additional terms and conditions applicable to the specific License or Service. (c) "Acceptable Use Policy"or"AUP"means the acceptable use policy posted at https://www.gtsdatacenters.com/company/legal/acceptable-use- olic . (d) "Affiliate"with respect to any party means any entity that controls,is controlled by or is under common control with such party. (e) "Agreement"means the Master Agreement,the applicable MCA and includes any Addendum,or Exhibit, Product Description,Product Catalog, Work Order,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. (f) "Burstable"means Customer has the ability to use Services provided with respect to Customer Space in excess of the Committed Data Rate as used in the internetConnect Addenda. (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,as used in the internetConnect Addenda. (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 secrets or otherwise proprietary to its owner. Confidential information includes the terms and conditions of the 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) "Control", "Controls" and "Controlled by" means and refers to the right to exercise, directly or indirectly, 50% or more of the voting rights attributable to the controlled entity and/or the power to elect a majority of the controlled entity's management or board of directors. 0) "crossConnect"means a physical wired media with either fiber,copper,or coaxial cable, used in the provisioning of connectivity between an A location and Z location.crossConnects may require intermediate components,such as Multi-fiber distribution cable assignments,MMR Panel assignments, and/or installation of any necessary patch cables within the MMR to create the end-to-end network connection. (k) "Customer Equipment"means software, computer hardware, and all other equipment, goods, and personal property provided by Customer, owned by Customer or licensed or leased by Customer from third parties,wherever located. -9- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB (1) "Customer Party' or "Customer Parties" means Customer's representatives, agents, employees, officers, directors, contractors or subcontractors. (m) "Customer Maintenance" means steps taken by Customer to properly maintain the Customer Equipment in accordance with manufacturer instructions and requirements. (n) "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. (o) "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. (p) "Data Hall"means the area confined by permanent walls that houses the dedicated Customer Space. (q) "Exhibit"means an exhibit to the Agreement stating additional terms and conditions applicable to the specific License or Service. (r) "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. (s) "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. (t) "Facilities Maintenance"means the times QTS monitors and maintains its network,QTS Provided Equipment or Facilities. (u) "Innerduct" or "Conduit" means a dedicated access duct or channel for routing Customer wiring infrastructure between two specific QTS controlled locations. (v) "Internet Intrusion Testing"means tests employing tools or techniques intended to gain unauthorized access to Customer's environment. (w) "Laws"means rules, regulations,statutes,ordinances,orders and rulings of a government and administrative and regulatory authorities. (x) "Licenses"means licenses of Customer Space to a Customer under a Work Order. (y) "LOA/CFA or CFA/LOA"means Letter of Authorization and Connecting Facility Assignment. (z) "Losses"means claims, demands, actions,suits, proceedings,and all damages,judgments, liabilities, losses, costs and expenses(including, but not limited to, reasonable attorneys'fees and court costs). (aa) "Meet-Me-Room"or"MMR"means the physical telecommunication rooms in the Data Center. (bb) "Meet-Me-Room(MMR)Panel"means a mounted hardware unit within the MMR containing a specified number of port termination locations in order to connect and route circuits for interconnecting to other customers or carriers. (cc) "Monthly Recurring Charges"means the monthly fee for the Customer Space and/or Services set forth on a Work Order. (dd) "Multi-fiber Cable"means a multi-count cable enabling provisioning of interconnection Services,originating from a QTS provided demarcation patch panel located in the Customer Space and terminating in the MMR. (ee) "Party"or"Parties"means representatives,agents,employees,officers,directors or contractors,or subcontractors. (ff) "Point of Demarcation"means the first point where Customer receive telecommunications or Internet access into the Customer Space. (gg) "Product Description"or"Product Catalog"shall mean the written description of a License or Service provided to Customer by QTS. (hh) "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. (ii) "QTS Affiliate"means any entity that is owned,directly or indirectly,by QualityTech, LP or any successor to QualityTech, LP. 0i) "QTS Provided Equipment"means any hardware, software and other tangible telecommunications or internet equipment leased, subleased, licensed or sublicensed by QTS to Customer. (kk) "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. (11) "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. (mm) "Representatives"means the individuals identified on the Customer Access Roster who are authorized to enter the Data Center(s)and access the Customer Space. Inn) "Rules and Regulations"means the facility site and data center rules posted at https://www.gtsdatacenters.com/company/legal/data-center- rules. (oo) "Services"means all offerings of services and goods under a Work Order, but not including Licenses of the Customer Space. -io- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB (pp) "Service Level Credit"means the specific remedy set forth in an Exhibit or Addendum for a failure to meet a Service Level Guarantee. (qq) "Service Level Agreement"or"SLA"shall have the meaning set forth in an Addendum or Exhibit. (rr) "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 complete and Services shall begin. For the purposes of this notice,electronic mail notification shall be adequate. (SS) "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. (tt) "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. IN WITNESS WHEREOF, authorized representatives of Customer and QTS have read the foregoing Master Agreement and agree to be bound thereby as of the Effective Date. [Signature Page to Follow] _11_ General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-36024066-B6F3-39385D6AODEB CUSTOMER QTS DocuSigned by: ----------------- Signature Signaai63C823E0465C5480, Holly Merrill Raschein Amber swicicki Print Name Print Name Tern SVP, Account Management Title 6/21/2023 t 1 14 t ju Date k,Clerk of Court and Comptroller Notice Address: Clerk 12851 Foster Street Overland Park,KS 66213 Notice Address: Attn:Legal Department Email:leqaj(d-atsdatacenters.coryi) County Administrator 1100 Simonton Street,Suite 205 Key West,FL 33030 DS Attn: Alan MacEachern E-mail:MacEachern-Alan@monroecounty-fl.gov MONROE COUNTY ATTORNEY R V k?P IDASTO 'P CHRIPNE LIMBERT-BARROWS ASSISTANT COUNTY ATTORNEY DATE 6121123 eft a,* -12- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB EXHIBIT A SERVICE LEVEL AGREEMENT 1. SERVICE LEVEL AGREEMENT(the"SLA") 1.1. crossConnect Service SLA.QTS shall have the contracted crossConnect Service available for the Customer with no more than two (2) aggregate hours of Unavailability in a given calendar month. "Unavailability" shall mean the A to Z points of demarcation are unable to maintain communication.The duration of the Unavailability of the crossConnect Service is the difference between the time QTS records a trouble ticket and when the crossConnect Service is restored. QTS shall use its reasonable discretion to determine whether an interruption in the crossConnect Service occurred and if QTS reasonably determines that(i)there was not an interruption in the crossConnect Service; or(ii)the interruption occurred beyond the A and Z points of demarcation then such event shall not be deemed a failure to meet the crossConnect Service Guarantee("crossConnect Service SLA"). crossConnect Service Remedy. In the event QTS fails to meet the crossConnect Service Availability, Customer shall be entitled to the applicable Service Level Credit described below.The crossConnect Service Availability is measured per circuit on a calendar month basis.Service Level Credits and error corrections for the crossConnect Service are subject to Customer diligently working to meet its responsibilities as set forth in the applicable Responsibility Matrix. UNAVAILABILITY SERVICE LEVEL CREDIT Less than 2 hours No Credit 100%of the total Monthly Recurring Charge for the impacted 02:00:01 or more crossConnect Service 1.2. Power SLA. QTS shall provide the contracted power to the QTS'power distribution unit("PDU")(unless another demarcation point is specified in a Work Order or Basic Lease Terms)to support the Customer Space within the ITIC/CBEMA voltage quality standards("Contracted Power"). QTS shall have the Contracted Power available for the Customer 100% of the time when the Customer Equipment is configured with dual cord power supplies downstream of the PDU or remote power panel("RPP")("Power SLA"). Power Remedy. In the event QTS fails to provide the level of service provided in the Power SLA,Customer shall receive the applicable Service Level Credit described below. The Power SLA is measured on a calendar month basis. DURATION OF OUTAGE SERVICE LEVEL CREDIT (For Redundant Power Supply) Up to 26 seconds in a given month. Credit of 1.0%of total Monthly Recurring Charge for the impacted contiguous Customer Space More than 26 seconds but less than 4 Credit of 2.0%of total Monthly Recurring Charge for the impacted minutes in a given month. contiguous Customer Space 4 minutes per month, but less than 43 Credit of 4.0%of total Monthly Recurring Charge for the impacted minutes in a given month. contiguous Customer Space 43 minutes per month, but less than 86 Credit of 6.6%of total Monthly Recurring Charge for the impacted minutes in a given month. contiguous Customer Space Credit of 8%of total Monthly Recurring Charge for impacted contiguous Customer Space, plus the applicable service level credit for any additional consecutive minutes in the outage, not to exceed the total More than 86 minutes in a given month. Monthly Recurring Charge for the impacted contiguous Customer Space. For example,unavailability of 1 hour, 30 minutes,would result in a credit of the total Monthly Recurring Charge for the impacted contiguous Customer Space of 12% 8%+4% Notwithstanding anything to the contrary contained herein, (i)in no event shall Customer be entitled to any Service Level Credit for redundant power supply for any power outage that occurs during any such time as Customer is not "dual corded"utilizing primary and redundant circuits, nor shall such event count as a failure for QTS to meet the foregoing Power SLA for purposes of determining termination rights hereunder;and(ii)in no event shall Customer be entitled to any Service Level Credit for a power outage when the Customer Equipment is configured with a single cord power supply downstream of the PDU or RPP. 1.3. Temperature SLA. The temperature average in the contiguous Customer Space shall be maintained within the current published ASHRAE TC 9.9 Equipment Environmental Specification Class Al Recommended Range as of the Effective Date of the Agreement ("Temperature Range"). Notwithstanding the foregoing, a Service Level Credit as described below in Section 1.5 shall be applied if (i) QTS fails to maintain the Temperature Range and(ii)such failure causes the Customer Equipment in the impacted contiguous Customer Space to shutdown("Temperature SLA"). 1.4. Humidity SLA. The humidity average in the contiguous Customer Space shall be maintained within the current published ASHRAE TC 9.9 Equipment Environmental Specification Class Al Allowable Range as of the Effective Date of the Agreement("Humidity Range"). Notwithstanding the foregoing,a Service Level Credit as described below in Section 1.5 shall be applied if(i)QTS fails to maintain the Humidity Range and(ii)such failure causes the Customer Equipment in the impacted contiguous Customer Space to shutdown("Humidity SLA"). -13- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB 1.5. Remedies. QTS' failure to meet either or both the Humidity SLA or the Temperature SLA shall be deemed an Environmental Interruption. A Service Level Credit for an Environmental Interruption shall be measured based on the duration of the applicable Environmental Interruption ("Total Interruption Time"). For Environmental Interruptions,Customer will be entitled to a Service Level Credit of one(1)day's Monthly Recurring Charges for each day that QTS fails to meet the Temperature SLA and/or Humidity SLA. 2. Remedies. 2.1. If QTS fails to meet any of the crossConnect SLA, Power SLA, Temperature SLA, or the Humidity SLA (each referred to herein individually and collectively as a"Service Level Agreement"or"SLA"),Customer shall be entitled to receive,as its sole and exclusive remedy,the applicable Service Level Credits described in Sections 1.1, 1.2 and 1.5,and a right to terminate as set forth in Section 2.3 of this Exhibit. QTS shall apply all of the Customer's Service Level Credits directly to the Customer's total Monthly Recurring Charge for the impacted contiguous Customer Space. In no event shall the Customer's total amount of Service Level Credits exceed the Customer's total Monthly Recurring Charge for the impacted Services for a given month. Customer may not aggregate Service Level Credits resulting from the same event. If one event results in a failure to meet two or more SLAs, Customer shall be entitled to the Service Level Credit resulting in the largest credit to Customer's Monthly Recurring Charge. 2.2. In order to initiate a claim for a Service Level Credit, Customer must submit a written request within thirty(30)days of the Service Level Credit event("Service Level Credit Request").The Service Level Credit Request must provide: (a)the Customer name and contact information; (b) the date and beginning/end time of the claimed outage; and(c)a brief description of the characteristics of the claimed outage. Customer will be notified upon resolution of the Service Level Credit Request via e-mail. If approved, QTS will issue Customer a credit against the Monthly Recurring Charges for the affected Service. If rejected,the notification will specify the basis for the rejection. 2.3. If QTS shall have a Level One Failure of the Power Guarantee three(3)times in any calendar quarter, Customer shall be entitled to terminate the impacted Work Order(s) upon the delivery of written notice received by QTS 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. A"Level One Failure"shall mean unavailability of Service for more than 26 seconds in any given month. 2.4. Notwithstanding anything herein to the contrary, if, following the application of any Service Level Credits to the Customer's Monthly Recurring Charge for the failure by QTS to meet the same SLA two(2)times in any calendar quarter,QTS determines in 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 the applicable Work Order without liability. In the event of a termination pursuant to the foregoing sentence, upon Customer's written request, QTS will continue to provide Customer the Services under the applicable Work Order for a period of up to sixty (60)days, provided, however, Customer continues to make timely payments of the Monthly Recurring 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. 2.5. Notwithstanding anything herein to the contrary, QTS will not knowingly or purposefully fail to meet any SLA. In the event that a SLA is not met and QTS determines in its reasonable judgment that such failure was a result of(i)any Force Majeure Event, (ii)any actions or inactions of any entity other than QTS, including but not limited to Customer, Customer's agents, Representatives, employees, end users, fiber provider, carrier or other service provider, (iii)any activity under Customer's control or within the obligations undertaken by Customer(including, without limitation, inaccurate or corrupt data input,failure or malfunction of the Customer Equipment, 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, and use of power in excess of contracted Power Capacity), or(iv) any Facilities Maintenance performed in accordance with this Exhibit or any Customer Maintenance, then QTS shall have no obligation to credit Customer any amount for any such failure. -14- General Terms and Conditions v1 DocuSign Envelope ID:OCB013F2-3602-4066-B6F3-39385D6AODEB To be completed ONLY if Customer is claiming an exemption pursuant to Section 27, OSHA Compliance Exhibit B ENERGIZED ELECTRICAL WORK CERTIFICATION Customer: QTS Data Center Location(s): THIS CERTIFICATION IS VALID FOR THE TERM OF CUSTOMER'S CONTRACT AND/OR WORK ORDERS FOR SERVICES WITH QTS. Please provide a detailed description of why de-energizing would (a) introduce additional or increased hazards such as interruption of life support equipment,deactivation of emergency alarm systems,shutdown of hazardous location ventilation equipment, or removal of illumination for an area or(b) be infeasible due to equipment design or operational limitations. *We understand that the interruption of your standard business is critical and of the utmost importance to you;however,OSHA has been clear that business interruption alone is not enough to qualify as an exemption to the OSHA requirement. Please ensure that your statement sufficiently describes how such an interruption in business falls within either the exemption set forth in(a)or(b)above. BY SIGNING BELOW, THE UNDERSIGNED CONFIRMS THE CUSTOMER'S EXEMPTION FROM THE OSHA REGULATIONS AND CAN DEMONSTRATE TO ANY INTERESTED PARTY THAT DE-ENERGIZING EQUIPMENT SUPPORTING ITS BUSINESS OPERATION INTRODUCES ADDITIONAL OR INCREASED HAZARDS OR IS INFEASIBLE DUE TO EQUIPMENT DESIGN OR OPERATIONAL LIMITATIONS AS DETERMINED BY THE APPLICABLE EXEMPTION FOR ENERGIZED WORK. CUSTOMER ALSO AGREES THAT ALL WORK TO BE COMPLETED AS OUTLINED IN THIS ENERGIZED ELECTRICAL WORK CERTIFICATION WILL BE COMPLETED IN COMPLIANCE WITH ALL APPLICABLE OSHA LAWS, REGULATIONS, CODES OF PRACTICE AND THE ENERGIZED ELECTRICAL WORK POLICY OF QTS. CUSTOMER AGREES TO DEFEND AND INDEMNIFY AND HOLD QTS HARMLESS AGAINST ANY CLAIMS, DAMAGES, LOSSES AND EXPENSES OF ANY NATURE WHATSOEVER, INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES, EXPERT FEES AND LITIGATION COSTS BROUGHT AGAINST QTS ARISING OUT OF CUSTOMER'S ASSERTION, INCLUDING ANY SUPPORTING INFORMATION OR DOCUMENTATION, THAT IT MEETS AN EXEMPTION FOR ENERGIZED WORK SET FORTH IN THE CERTIFICATION. CUSTOMER AUTHORIZED REPRESENTATIVE: Print Name Title Signature Date -15- General Terms and Conditions v1 Docu&gn Envelope lU 19EFC254-E27C-41DF8-9C82-CE026973621 B MONRCOU.MIA.00108437 TS Contract Type Renewal QQT Data Center: MIA1 Sales Executive: Angela Fulbright Sales Engineer: Robert Paeste Start Date: 7/1/202 Quality Investment Properties Miami, LLC Company Name Monroe County, Florida Contact Name Alan MaclEachem Corporate Address 1100 Simonton St Key West, Florida 33040-3110 United States Contact Phone Number +1305A518792 ............Contact�Em;ii0 Address I maceachern-alan@mionroecounty-fl.gov 60 Month Term NExpirsdon Date:Ohs last day of the I'mal month of the torm By signing the below,the Authorized Representatives of Customer and QTS acknowledge(l)that they have reviewed the QTS Work Order, the master agreement(or lease, as applicable)and related addenda and Statements of Work; and (H) 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: (i)delivery of the Upon Provisioning Complete noticea or(ii)upon QTS provisioning the Services as complete as possible without Customer's cooperation. ................. -------------------- ......... colocation on Recurring Chi_ ha Monthly Recurring Charges (does not include sales to TOTAL.CHARGES USD 1,200.00 USD 10,474A4 USD 1,200.00 USD 10,474." Monroe County,-florlda lity. vest entProperfie-sL-Miami ...LLC Quah b- -m- ad byt Signature: Signature: W Pr' Holly Merrill Raschiein Printed Name: Amber, swicicki 1% Q, ayor Pro"terra TRW SVP, Account Management ne 21,2023 Dated: 6/21/2023 r4 WONNOELOUNlYMINMEY IM AS 7q) 01-w� aWKPINCSY", C"RPS1 VNE L"NBMI HARROWS A:SV5TAPffa)UNW'Yxn0RNFY NTF _6j2t123_-, Quafty Tixhm Orgy Sevvla.m CONRIDEN"rIN Reference Nuirnbee 00108437-Versbn 1 6/21/2023 3:23 PM Rage 1 of 4 DocuSign Envelope ID: 19EFC254-E27C-4DF8-9C82-CE026973621 B Product Unit:NRC NRC Qty Unit: MRC MRC Qty NRC MRC Cage USD 35.71 64 USD 2,285.44 Rack:4 Post USD 40.00 3 USD 120.00 Additional IP Address Space USD 7.00 112 USD 784.00 IP internetConnect: 1 Gig Port USD 5.50 750 USD 4,125.00 IP internetConnect: Bursting Overage 1 Gig Port USD 8.25 1 AsUsed 120V 20Amp: Primary USD 384.00 4 USD 1,536.00 120V 20Amp: Redundant USD 128.00 4 USD 512.00 Fiber Cross Connect USD 300.00 1 USD 300.00 Copper Cross Connect USD 150.00 2 USD 300.00 120V 20Amp: Primary USD 600.00 1 USD 384.00 1 USD 600.00 USD 384.00 Power Strip: 120V USD 0.00 1 USD 0.00 120V 20Amp: Redundant USD 128.00 1 USD 128.00 120V 20Amp: Redundant Setup USD 600.00 1 USD 600.00 Power Strip: 120V USD 0.00 1 USD 0.00 USD 1,200.00 USD 10,474.44 Totals: Total NRR= USD Total MRR= USD 1,200.00 10,474.44 Product Configuration Notes QTS will renew the following services. • Space and Power • CAG-MIA1-DC 1-1-DH2-CU26/205-01 - 64 sq. ft. • Three (3) Rack: 4 Post • ENC-MIA1-DC1-1-DH2-CT24/205-01 • ENC-MIA1-DC1-1-DH2-CT25/205-01 Quality Technology Services-CONFIDENTIAL Reference Number 00108437-Version 1 6/21/2023 3:23 PM Page 2 of 4 DocuSign Envelope ID: 19EFC254-E27C-4DF8-9C82-CE026973621 B • ENC-MIA1-DC1-1-DH2-CT26/205-01 • Four(4) pair 120v 20a with NEMA 1-5-20 • ENC-MIA1-DC1-1-DH2-CT24/205-01 • CKT-MIA1-DC1-131S1-02-A-24-CT-24 • CKT-MIA1-DC1-131S1-08-C-39-CT-24 • ENC-MIA1-DC1-1-DH2-CT25/205-01 • CKT-MIA1-DC1-131S1-02-A-8-CT-25 • CKT-MIA1-DC1-131S1-08-C-27-CT-25 • ENC-MIA1-DC1-1-DH2-CT26/205-01 • CKT-MIA1-DC1-131S1-02-A-22-CT-26 • CKT-M IA1-DC 1-B 1 S 1-08-D-9-CT-26 • CKT-MIA1-DC1-131S1-02-A-10-CT-26 • CKT-MIA1-DC1-131S1-08-D-11-CT-26 • Connectivity • Two (2) Copper Cross Connect • CIR-MIA1-Customer to Carrie r-CIR265184 • CIR-MIA1-Customer to Carrie r-9 D/KE FN/0021 64/LVLC • One (1) Fiber Cross Connect • CIR-MIA1-Customer to Carrie r-38.VLXM.000281..CB At no time shall the aggregate watt draw on a pair of 120v/20a power circuits exceed 1,920 watts in total. The maximum allowed power consumption in a single rack or cabinet is 5.000 kW. The maximum allowed power consumption within the space provided is 9.600 kW. QTS will add the following services. • Power • One (1) pair 120v 20a with NEMA L5-20 • rack position ENC-MIA1-DC1-1-DH2-CT25/205-01. • QTS will provide a pair of vertical 120v 20a rack mount PDUs QTS will change the following services. • Connectivity • (750) Mbps of monthly committed QTS Internet bandwidth 1 Gig Port • QTS will increase the bandwidth commit from 500 Mbps to 750 Mbps. • ZONE1-GW4.MIA1-Ethernet5/33 • ZONE1-GW3.MIA1-Ethernet5/33 • Subnet: 209.208.216.128/25 QTS will remove the following services. • Connectivity • One Fiber cross connect • CIR-MIA1-Customer to Carrier-70.LIXN.500694 Legal Notes The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes. As many as sixteen decimal places may be present in the actual price. The totals for this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals for this order. 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. https://www.gtsdatacenters.com/company/legal/connectivity-addenda/internetconnectv3 The offer set forth in this Work Order is valid until 7/31/2023. This Work Order is not binding until signed by the Customer and accepted by QTS. Quality Technology Services-CONFIDENTIAL Reference Number 00108437-Version 1 6/21/2023 3:23 PM Page 3 of 4 DocuSign Envelope ID: 19EFC254-E27C-4DF8-9C82-CE026973621 B Billing Notes This Work Order replaces and renews work order MONRCOU.MIA.00096000, MONRCOU.MIA.00078343. This workorder is a split renewal. MONRCOU.MIA.00108612 (1 month) and MONRCOU.MIA.00108437 (60 months)will renewal the following work orders: MONRCOU.MIA.00096000, MONRCOU.MIA.00078343 Both renewals will begin billing as of 7/1/2023 and will have different end dates. Customer agrees the Monthly Recurring Charges for this Work Order and all Work Order(s) coterminous therewith shall increase by 4.00 %, starting at the beginning of Month 13 of the Term, (Annual Increase). The Annual Increase shall be applied to all coterminous Work Order(s) in accordance with the Start Date of this Work Order and not with the Start Date of the subsequent coterminous Work Order(s). Fees for Customer Space, Power, Connectivity and Services for any subsequent coterminous Work Order(s)shall be at the then current escalated rate in accordance with the Annual Increase. Quality Technology Services-CONFIDENTIAL Reference Number 00108437-Version 1 6/21/2023 3:23 PM Page 4 of 4 DATE(MMIDDIYYYY) ACOR" CERTIFICATE OF LIABILITY INSURANCEF1/1/2024 12/29/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONT PRODUCER LOckton Companies NAMEACT 444 W.47th Street,Suite 900 PHONE FAX Kansas City MO 641 1 2-1 906 E-NAIL ND Ext: A/C,No (816)960-9000 ADDRESS: kcasuGlockton.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:The Continental Insurance Company 35289 INSURED QUALITY INVESTMENT PROPERTIES MIAMI,LLC INSURER B:National Fire Insurance Co of Hartford 20478 1324665 12851 FOSTER STREET INSURER C:Valley Forge Insurance Company 20508 OVERLAND PARK KS 66213 INSURER D:Federal Insurance Company 20281 INSURER E:Columbia Casualty Company 31127 INSURER F: COVERAGES CERTIFICATE NUMBER: 16861977 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDDIYYYY MMIDD/YYYY C X COMMERCIAL GENERAL LIABILITY Y N 6056681940 1/1/2023 1/1/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED PREMISES Ea occurrence $ 1,000,000 X $0 DEDUCTIBLE APPROVED BY RISK MANAGEMENT MED EXP(Any one person) $ 15,000 BY ,e 11"p DATE 6�26�2026= t -C"�"r'°,a.;''' `' PERSONAL&ADVINJURY $ 1000000 ,.w GEN'L AGGREGATE LIMIT APPLIES PER, GENERAL AGGREGATE $ 2,000,000 JPRO- POLICY � LOC WAIVER N/A_YES_ PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ B AUTOMOBILE LIABILITY N N 6056681954 1/1/2023 1/1/2024 COMBINED SINGLE LIMIT $ Ea accident 1,000,000 X ANY AUTO BODILY INJURY(Per person) $ XXXXXXX OWNED SCHEDULED BODILY INJURY(Per accident) $ XXXXXXX AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ XXX'XXXX AUTOS ONLY AUTOS ONLY Per accident $ XXXXXXX A X UMBRELLA LAB X OCCUR N N 6056681985 1/1/2023 1/1/2024 EACH OCCURRENCE $ 50,000,000 D X EXCESS LIAB CLAIMS-MADE 7819-5516 1/1/2023 1/1/2024 AGGREGATE $ 50,000,000 DED RETENTION$ $ XXXXXXX WORKERS COMPENSATION PER OTH- A AND EMPLOYERS'LIABILITY N 6056681968 1/1/2023 1/1/2024 X STATUTE ER `A ANY PROPRIETOR/PARTNER/EXECUTIVE YIN 6056681971 1/1/2023 1/1/2024 E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? 7 N I A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 E TECHNOLOGY& N N 596753980 1/1/2023 1/1/2024 EACH CLAIM:$10,000,000; PROFESSIONAL ANNUAL AGG.:$10,000,000; LIABILITY DEDUCTIBLE:$500,000 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) THE CERTHOLDER IS AN ADDITIONAL INSURED WITH RESPECT TO THE GENERAL LIABILITY COVERAGE,WHICH IS PRIMARY COVERAGE TO THE ADDITIONAL INSURED AND OTHER AVAILABLE INSURANCE WILL BE NON-CONTRIBUTORY AS REQUIRED BY CONTRACT,SUBJECT TO THE TERMS AND CONDITIONS OF THE POLICY. CERTIFICATE HOLDER CANCELLATION See Attachment SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 16861977 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton Street Key`Vest FL 33040 AUTHORIZED REPRESENTATIV ©1988 015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Attachment Code:D627500 Master ID: 1324665,Certificate ID: 16861977 Total Limit of Insurance - $100,000,000 Insurance Company Participation Schedule $25M Primary 01/01/2023-2024 Valley Forge Insurance Company 6056681985 $25M X of$25M 01/01/2023-2024 Federal Insurance Company 7819-55-16 $25M X$50M 06/05/2023-2024 Navigators Insurance Company CH23EXRZOECHDIV $25M X$50M 06/05/2023-2024 Ohio Casualty Insurance Company ECO(24)6629 8746