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HomeMy WebLinkAbout064209 - General - Contract - CyrusOne, LLCDocusign Envelope ID: DAFED8BF-6C1A-4DA8-AC48-AF96A8098FDE CITY OF FORT WORTH ASSIGNMENT AND ASSUMPTION CSC No. 64209 This Assignment and Assumption Agreement (the "Assignment") dated July 1, 2025 (the "Effective Date") is made by and among Metropolitan Area EMS Authority dba MedStar Mobile Healthcare ("Assignor"), City of Fort Worth ("Assignee"), and CyrusOne LLC, on behalf of itself and its affiliates Cl Dallas -Carrollton LLC and C 1 Phoenix -Chandler I-VII LLC ("collectively, CyrusOne"). WHEREAS, Assignor and CyrusOne entered into a Master Services Agreement and Colocation Services Addendum, dated effective July 9, 2019; as well as the Order Forms listed on Schedule A hereto ( collectively the "Agreement"); and WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to assume, the Agreement, with the consent of CyrusOne; NOW, THEREFORE, Assignor, Assignee, and CyrusOne agree as follows: I.ASSIGNMENT Assignor, as of the Effective Date, hereby assigns to Assignee all of its rights, duties, and obligations under the Agreement between Assi gnor and CyrusOne. Assignee, as of the Effective date, agrees to assume and perform all duties and obligations required of Assignor under the terms of the Agreement. This Assignment constitutes the entire agreement between Assignor, Assignee, and CyrusOne with respect to the subject matter hereof. No modification of any provision of this Assignment shall be effective unless in writing and signed by Assignor, Assignee, and CyrusOne. This Assignment shall inure to the benefit of and be binding upon Assi gnor, Assignee, and CyrusOne and their respective successors and assigns. This Assignment shall be governed by the laws of the State of Texas, without application of principles of conflicts of law. This Assignment may be executed in one or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signed si gnature pages may be transmitted by facsimile or e-mail, and any such �ignature shall have the same legal effect as an original. IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the Effective Date. Assignment Page 1 of3 Docusign Envelope ID: DAFEDBBF-6C 1 A-4DA8-AC48-AF96A8098FDE Assignment Metropolitan Area EMS Authority dba MedStarMobile Healthcare (Assignori /I � By: v"oiv Print: Valerie Washington Title: Assistant City Manager CyrusOne LLC By: p_:·;L, Print: John Hatem Title: EVP and Chief Operating Officer Cl Dallas -Carrollton LLC By: [p::-;L. Print: John Hatem Title: EVP and Chief Operating Officer Cl Phoenix-Chandler I-VII LLC By: Q_�=-�· .. ;=L. ___________ _Print: John Hatem Title: EVP and Chief Operating Officer Page2 of3 City of Fort Worth (Assignee): By: ___________________________ Name: Dianna Giordano Title: Assistant City Manager Date: ___________________________ CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: ___________________________ Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: ___________________________ Name: Taylor Paris Title: Sr. Assistant City Attorney Contract Authorization: M&C: N/A Approval Date:N/A Form 1295:N/A Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: ___________________________ Name: Pete Rizzo Title: Sr. IT Solutions Manager City Secretary: By: ___________________________ Name: Jannette S. Goodall Title: City Secretary NOTARY ACKNOWLEDGEMENT On the ��%� day of ���U�ov' 2025, personally appeared , who acknowledged to me that (s)he is the Intecim Chief Executive Officec of Metropolitan Area EMS Authocity dba MedStar Mobile Healthcare ("Assignoc"), and that (s)he executed this document for the purposes and consideration contained hecein. Metcopolitan Acea EMS Authoi•ity dba MedStac Mobile Healthc��.e� n„ , By; �yC1L�✓ Print: Valerie Washington Title: Assistant City Manager SUBSCRIBED TO befoce me on this � day of ��� 2025. �v r� AMBER MITCHELL ; � � ��'= Notary ID q129247634 .,, My Commission Expires Notacy Public in and for the ''� ��. NF December 31, 2028 My commission Expices: � NOTARY ACKIVOWLEDGEM�NT On the q'�` day of �x 2025, personally appeared p��� C��O�rdCy�l10 , who acknowledged to me that (s)he is the Assistant City Manager of City of Foi�t Wolrth ("Assignee"), and that (s)he executed this document for the purposes and consideration contained herein. City of F � Vl'{ac��� By: � � :rr - Pi•int: Dianna Giordano Title: Assistant City Managec SUBSCRIBED TO before me on this �Victoria Esqulvel } My Co6�12121Oo29 xplres Notary ID135515177 �` day of pdrpbP�r 2025. No ar Public in and foc the State of ��tp�S My commission Expires: S( �2� 2°� Assigiunent P1ge 4 of 42 Docusign Envelope ID: DAFED86F-6C1A-4DA8-AC48-AF96A8098FDE Schedule A— Order Forms Assigned to Assignee as of the Effective Date DFW1 0-26892 0-26992 PHX1 0-26894 0-26993 DocuSign Envelope ID: 02B1765E-921F-4FD7-8081-A4EEAD8674DC Customer: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare Customer ID: c0001435 Biliing Contact: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare 2900 Alta Mere Drive fort worth, tx, 76116 Order Form General Terms and Conditions � � �- ��ru�+���, The Customer identified in this Order Form hereby orders the Services described in this Order Form. This Order Form, and the provision of Services hereunder, are governed by the written agreement between CyrusOne (or its affiliated entity) and Customer (or its affiliated entity) that contains terms, conditions and other provisions applicable to the provision of Services at the facility identified below and that also may include one or more applicable Services Addenda and any other documents incorporated or referenced in any of the foregoing (collectively, the "Governing Documents"). The Governing Documents are incorporated herein by this reference. When this Order Form is signed by the parties to this Order Form, this Order Form, together with the Governing Documents, constitute the entire agreement between the parties to this Order Form with respect to the provision of Services identified in this Order Form. The Service Term is set forth in the "Order Information" section below and is calculated in months unless otherwise stated. If the Order Form type is identified as an "Add-on" and the Service Term is identified as "Co- Term," then the Service Term of this Order Form shall be coterminous with the original Order Form to which it relates. Order Information Type: Service Term (Months): Yardi Order Number: Order Number: New Business 84 0-26892 Account Owner: Account Director: Account Manager: Channel Manager: Facility Name: Facility Address: PO Number: Ashley Panfil 1301 - Dallas - Carrollton 1649 West Frankford Rd Carrollton TX 75007 Designated Space and Power Building Estimated Contracted Area Contracted Power (Colocation Space) DH2 0 0 MRC Charge Schedule Charge Description Start End Qty UoM Price Monthly Amt Tax Invoice Code Month Month Rate* Period INC201-M IX City-to-City Ethernet Solution 2 USD USD 435.00 Monthly - Site A Circuit Size: 1G Site A: 217.50 1301 - Dallas - Carrollton Site Z: 1006 - Phoenix - Chandler Vl - 2605 South Ellis Street, PHX8 Page 1 of 3 DocuSign Envelope ID: 02B1765E-921F-4FD7-8081-A4EEAD8674DC Charge Description Code INC202-M IX-Intra-City & Intra-Facility Ethernet Cross Connect - Site A Location A: MedStar Cabinet Location Z: C1 Nodes 1& 2 Fiber: Single Mode INC204-M IX Port 1Gig Fiber BAW101-M Bandwidth (Internet Solution) - Committed Info Rate up to 101 M BAW201-M Bandwidth (Internet Solution)- Bursting - Burst over CIR up to 303 M -Usage-based BAW301-M IP Address/29 CON302-M Dedicated ProjecUConsulting Smart Hands Premium — Monthiy Subscription - Welcome Package 90 days 2 101 M 303 M 1 1 Qty USD USD 0.00 0.00 USD USD 404.00 4.00 USD USD 0.00 6.00 USD USD 0.00 0.00 USD USD 0.00 0.00 Monthly Monthly Monthly Monthly Monthly First Month TOTAL: USD 1,389.00 NRC Charge Schedule Charge Description Qty UoM Code INC900-N IX City-to-City Ethernet Solution - Site A Circuit 2 Size: 1G Site A: 1301 - Dallas - Carrollton Site Z: 1006 - Phoenix - Chandler Vl - 2605 South Ellis Street, PHX8 INC900-N IX-Intra-City & Intra-Facility Ethernet Cross 2 Connect - Site A Location A: MedStar Cabinet Location Z: C1 Nodes 1& 2 Fiber: Single Mode BAW900-N Bandwidth (Internet Solution) - Set up 1 BAW900-N IP Address - Set up Start End Qty UoM Price Monthly Amt Tax Invoice Month Month Rate* Period 2 USD USD 550.00 Monthly 275.00 � Price Total Amt Tax Invoice Rate* Period USD USD One-Time 275.00 550.00 USD USD One-Time 275.00 550.00 USD USD One-Time 300.00 300.00 USD 0.00 USD 0.00 One-Time TOTAL: USD 1,400.00 *Tax not included in amounts, and tax rates are subject to change Other Order Provisions / Clauses Name Description Bandwidth (Internet Solution)- Bursting: CyrusOne will provide burstable Internet Access to Customers collocated in the Data Center. Up to 450M CyrusOne will calculate total usage monthly using the 95th percentile on the higher of inbound or outbound take periodic samples. IP Address/29 IP Address justification form must be submitted by Customer Smart Hands Services Customer may purchase the Smart Hands Services described in the CyrusOne Customer Support Guide at the rates and for the increments set forth in the Customer Support Guide in effect at the time such services are requested ("Smart Hands Page 2 of 3 DocuSign Envelope ID: 02B1765E-921F-4FD7-8081-A4EEAD8674DC Services"). Smart Hands Services may be purchased on an as-needed basis. Customer may also elect to purchase a monthly allotment of Smart Hands Services ("Smart Hands Premium"). The following shall apply to the Smart Hands Premium Services: (i) the Smart Hands Services will be provided to Customer for the fee set forth in the applicable Order Form, up to the maximum number of hours per month as set forth in such Order Form ("Monthly Allotment"); (ii) any hours from the Monthly Allotment that remain unused at the end of a calendar month shall expire at the end of such month and not be carried forward to any future months; (iii) any hours used in excess of the Monthly Allotment for the then-current month shall be charged at the rates and for the increments in effect at the time a Smart Hands Service is used by Customer as set forth in the Customer Support Guide ("T8�M Rates"); (iv) the handling of inbound shipments is included at no additional charge to Customer and any time spent handling such shipments shall not be counted toward the Monthly Allotment; (v) the term of the subscription shall be co-terminous with the Service Term for the Services related to the Colocation Space(s) at the same Facility; and (vi) any prior agreement between CyrusOne and Customer with regard to any Smart Hands Services at the same Facility(ies) to which the Order Form for Smart Hands Services relates shall be of no further force and effect, and all Smart Hands Services, shall be delivered in accordance with the provisions set forth herein. CyrusOne reserves the right to modify the Smart Hands Services (including the T&M Rates) at any time; however any modifications will not materially diminish the provision of the Smart Hands Services then being provided to Customer pursuant to an existing subscription. PLEASE NOTE: This customer will have $0 billing months 1 through 3. Billing of the entire MRC will commence on month 4. This is the IX order for MedStar connectivity at Carroliton. 4G of IP, 2 x 1 G National IX Carrollton-Chandler and Cross-Connects for the National IX (x 2) This order is related to 0-26894 Metropolitan Area EMS Authority CyrusOne LLC ("CyrusOne") DocuSigned by: Signature: � A Signature: ^b� �� d /� J D� Name(Print): Douglas R. Hooten Name(Print): �ohn Gould Title: Chief Executive Officer Title: EVP, Chief Commercial Officer � /�G /'� 7/9/2019 Date: � J I Date: Page 3 of 3 DocuSign Envelope ID: 5AD6E2D6-56B4-4DB3-A6C3-3B72DB40DB56 Customer: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare Customer ID: c0001435 Billing Contact: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare 2900 Alta Mere Drive fort worth, bc, 76116 Order Form General Terms and Conditions � _� ��1 4AJ���� The Customer identified in this Order Form hereby orders the Services described in this Order Form. This Order Form, and the provision of Services hereunder, are governed by the written agreement befinreen CyrusOne (or its affiliated entity) and Customer (or its affiliated entity) that contains terms, conditions and other provisions applicable to the provision of Services at the facility identified below and that also may include one or more applicable Services Addenda and any other documents incorporated or referenced in any of the foregoing (collectively, the "Governing Documents"). The Governing Documents are incorporated herein by this reference. When this Order Form is signed by the parties to this Order Form, this Order Form, together with the Governing Documents, constitute the entire agreement between the parties to this Order Form with respect to the provision of Services identified in this Order Form. 3. The Service Term is set forth in the "Order Information" section below and is calculated in months unless otherwise stated. If the Order Form type is identified as an "Add-on" and the Service Term is identified as "Co- Term," then the Service Term of this Order Form shall be coterminous with the original Order Form to which it relates. Order Information Type: Service Term (Months): Yardi Order Number: Order Number: New Business 84 0-26894 Designated Space and Power Building Estimated Contracted Area (Colocation Space) TBD 0 Account Owner: Account Director: Account Manager: Channel Manager: Facility Name: Facility Address: PO Number: Ashley Panfil 1006 - Phoenix - Chandler VI 2605 South Ellis Street, PHX8 ChandlerAZ 85286 Contracted Power Page 1 of 3 DocuSign Envelope ID: 5AD6E2D6-56B4-4DB3-A6C3-3B72DB40DB56 Charge Description Code INC201-M IX City-to-City Ethernet Solution - Site Z Circuit Size: 1G Site Z: 1006 - Phoenix - Chandler VI Site A: 1301 - Dalias - Carrollton - 1649 West Frankford Rd INC202-M IX-Intra-City & Intra-Facility Ethernet Cross Connect - Site Z Location A: MedStar cabinets Location Z: C1 Nodes 1& 2 Fiber: Single Mode INC204-M IX Port 1 Gig Fiber CON302-M Dedicated ProjecUConsulting Smart Hands Premium — Monthly Subscription - Welcome Package 90 days BAW101-M Bandwidth (Internet Solution) - Committed Info Rate up to 101 M BAW201-M Bandwidth (Internet Solution)- Bursting - Burst over CIR up to 303 M - Usage-based BAW301-M IP Address/29 NRC Charge Schedule Charge Description Qty UoM Code INC900-N IX City-to-City Ethernet Solution - Site Z Circuit 2 Size: 1 G Site Z: 1006 - Phoenix - Chandler VI Site A: 1301 - Dallas - Carrollton - 1649 West Frankford Rd INC900-N IX-Intra-City & Intra-Facility Ethernet Cross 2 USD USD One-Time Connect - Site Z Location A: MedStar cabinets 275.00 550.00 Location Z: C1 Nodes 1& 2 Fiber: Single Mode BAW900-N Bandwidth (Internet Solution) - Set up 1 USD USD One-Time 300.00 300.00 BAW900-N IP Address - Set up 1 USD 0.00 USD 0.00 One-Time TOTAL: USD 1,400.00 MRC Charge Schedule Start End Qty UoM Price Monthly Amt Tax Invoice Month Month Rate* Period 2 USD USD 435.00 Monthly 217.50 2 USD USD 550.00 275.00 2 USD USD 0.00 0.00 1 Qty USD USD 0.00 0.00 101 M USD USD 404.00 4.00 303 M USD USD 0.00 6.00 Monthly Monthly Monthly Monthly Monthly 1 USD USD 0.00 Monthly 0.00 First Month TOTAL: USD 1,389.00 Price Total Amt Tax Invoice Rate* Period USD USD One-Time 275.00 550.00 Page 2 of 3 DocuSign Envelope ID: 5AD6E2D6-56B4-4DB3-A6C3-3B72DB40DB56 *Tax not included in amounts, and tax rates are subject to change Other Order Provisions / Clauses Name Description Bandwidth (Internet Solution)- Bursting: CyrusOne will provide burstable Internet Access to Customers collocated in the Data Center. Up to 450M CyrusOne will calculate total usage monthly using the 95th percentile on the higher of inbound or outbound take periodic samples. IP Address/29 IP Address justification form must be submitted by Customer Smart Hands Services Customer may purchase the Smart Hands Services described in the CyrusOne Customer Support Guide at the rates and for the increments set forth in the Customer Support Guide in effect at the time such services are requested ("Smart Hands Services"). Smart Hands Services may be purchased on an as-needed basis. Customer may also elect to purchase a monthly allotment of Smart Hands Services ("Smart Hands Premium"). The following shall apply to the Smart Hands Premium Services: (i) the Smart Hands Services will be provided to Customer for the fee set forth in the applicable Order Form, up to the maximum number of hours per month as set forth in such Order Form ("Monthly Allotment"); (ii) any hours from the Monthly Allotment that remain unused at the end of a calendar month shall expire at the end of such month and not be carried forward to any future months; (iii) any hours used in excess of the Monthly Allotment for the then-current month shall be charged at the rates and for the increments in effect at the time a Smart Hands Service is used by Customer as set forth in the Customer Support Guide ("TB�M Rates"); (iv) the handling of inbound shipments is included at no additional charge to Customer and any time spent handling such shipments shali not be counted toward the Monthly Allotment; (v) the term of the subscription shall be co-terminous with the Service Term for the Services related to the Colocation Space(s) at the same Facility; and (vi) any prior agreement between CyrusOne and Customer with regard to any Smart Hands Services at the same Facility(ies) to which the Order Form for Smart Hands Services relates shall be of no further force and effect, and all Smart Hands Services, shall be delivered in accordance with the provisions set forth herein. CyrusOne reserves the right to modify the Smart Hands Services (including the T&M Rates) at any time; however any modifications will not materially diminish the provision of the Smart Hands Services then being provided to Customer pursuant to an existing subscription. PLEASE NOTE: This customer will have $0 billing months 1 through 3. Billing of the entire MRC will commence on month 4. This is the IX order for MedStar connectivity at Chandler. 4G of IP, 2 x 1 G National IX Carrollton-Chandler and Cross-Connects for the National IX (x 2) This order is related to 0-26892 Metropolitan Area EMS Authority CyrusOne LLC ("CyrusOne") DocuSigned by: Signature: � � � Signature: �b1A,�, �bU.�,�, A0051FD9F30F4C4... Name(Print): Douglas R. Hooten Name(Print): John Gould Title: Chief Executive Officer Title: EVP, Chief Commercial Officer Date: � /2 5 /�9 Date: 7/9/2019 � / Page 3 of 3 DocuSign Envelope ID: FOFB3090-5894-40F6-887A-1F9A55A43E51 Customer: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare CustomerlD: c0001435 Billing Contact: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare 2900 Alta Mere Drive fort worth, tx, 76116 Order Form General Terms and Conditions r .i � >_ ��I 1�.+IJ���� The Customer identified in this Order Form hereby orders the Services described in this Order Form. This Order Form, and the provision of Services hereunder, are governed by the written agreement between CyrusOne (or its affiliated entity) and Customer (or its affiliated entity) that contains terms, conditions and other provisions applicable to the provision of Services at the facility identified below and that also may include one or more applicable Services Addenda and any other documents incorporated or referenced in any of the foregoing (collectively, the "Governing Documents"). The Governing Documents are incorporated herein by this reference. When this Order Form is signed by the parties to this Order Form, this Order Form, together with the Governing Documents, constitute the entire agreement between the parties to this Order Form with respect to the provision of Services identified in this Order Form. 3. The Service Term is set forth in the "Order Information" section below and is calculated in months unless otherwise stated. If the Order Form type is identified as an "Add-on" and the Service Term is identified as "Co- Term," then the Service Term of this Order Form shall be coterminous with the original Order Form to which it relates. Order Information Type: Service Term (Months): Yardi Order Number: Order Number: New Business 84 0-26992 Account Owner: Account Director: Account Manager: Channel Manager: Facility Name: Facility Address: PO Number: Ashley Panfil 1301 - Dallas - Carrollton 1649 West Frankford Rd Carrollton TX 75007 Designated Space and Power Building Estimated Contracted Area Contracted Power (Colocation Space) DH2 25 5 MRC Charge Schedule Charge Description Start End Qty UoM Price Monthly Amt Tax Invoice Code Month Month Rate' Period COL103-M Colocation - Space and Power 1 3 8 kW USD USD 0.00 Monthly Segmented - All-In Total kW: 8 0.00 Sq. Ft: 25 Annual escalator: 0% Start Month 1- End Month 3 Page 1 of 3 DocuSign Envelope ID: FOFB3090-5894-40F6-887A-1F9A55A43E51 Charge Description Start End Qty UoM Code Month Month COL103-M Colocation - Space and Power 4 12 8 kW Segmented - All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 0°/a Start Month 4- End Month 12 COL103-M Colocation - Space and Power 13 24 8 kW Segmented - All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 13- End Month 24 COL103-M Colocation - Space and Power 25 36 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 25- End Month 36 COL103-M Colocation - Space and Power 37 48 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 37- End Month 48 COL103-M Colocation - Space and Power 49 60 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 49- End Month 60 COL103-M Colocation - Space and Power 61 72 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 61- End Month 72 COL103-M Colocation - Space and Power 73 84 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 73- End Month 84 CON302-M Dedicated Project/Consulting 1 Qty Smart Hands Premium — Monthly Subscription - Welcome Package 90 days Price Monthly Amt Tax Invoice Rate* Period USD USD 2,328.00 Monthly 291.00 USD USD 2,397.84 299.73 USD USD 2,469.84 308.73 USD USD 2,543.84 317.98 USD USD 2,620.24 327.53 USD USD 2,698.80 337.35 USD USD 2,779.84 347.48 USD USD 0.00 0.00 Monthly Monthly Monthly Monthly Monthly Monthly Monthly First Month TOTAL: USD 0.00 Name Colocation - Space and Power Segmented "Tax not included in amounts, and tax rates are subject to change Other Order Provisions / Clauses Description This Order Form is binding on both Parties immediately upon execution by Customer and CyrusOne. During the Service Term, Customer shall have access to the Colocation Space and the infrastructure and power necessary to fulfill the full kW commitment shall be dedicated for Customer's use. Page 2 of 3 DocuSign Envelope ID: FOFB3090-5894-40F6-887A-1F9A55A43E51 Smart Hands Services Customer may purchase the Smart Hands Services described in the CyrusOne Customer Support Guide at the rates and for the increments set forth in the Customer Support Guide in effect at the time such services are requested ("Smart Hands Services"). Smart Hands Services may be purchased on an as-needed basis. Customer may also elect to purchase a monthly allotment of Smart Hands Services ("Smart Hands Premium"). The following shali apply to the Smart Hands Premium Services: (i) the Smart Hands Services will be provided to Customer for the fee set forth in the applicable Order Form, up to the maximum number of hours per month as set forth in such Order Form ("Monthly AllotmenY'); (ii) any hours from the Monthly Allotment that remain unused at the end of a calendar month shall expire at the end of such month and not be carried forward to any future months; (iii) any hours used in excess of the Monthly Allotment for the then-current month shall be charged at the rates and for the increments in effect at the time a Smart Hands Service is used by Customer as set forth in the Customer Support Guide ("T8�M Rates"); (iv) the handling of inbound shipments is included at no additional charge to Customer and any time spent handling such shipments shall not be counted toward the Monthly Allotment; (v) the term of the subscription shall be co-terminous with the Service Term for the Services related to the Colocation Space(s) at the same Facility; and (vi) any prior agreement between CyrusOne and Customer with regard to any Smart Hands Services at the same Facility(ies) to which the Order Form for Smart Hands Services relates shall be of no further force and effect, and all Smart Hands Services, shall be delivered in accordance with the provisions set forth herein. CyrusOne resenres the right to modify the Smart Hands Services (including the T&M Rates) at any time; however any modifications will not materially diminish the provision of the Smart Hands Services then being provided to Customer pursuant to an existing subscription. The first 3 months of connectivity and IX solutions will be at $0/MRC per Chris Machen approval. Metropolitan Area EMS Authority CyrusOne LLC ("CyrusOne") DocuSigned by: Signature: � ignature: ^b� ��� J A0051FD9F30F4C4... Name(Print): Douglas R. Hooten Name(Print): �ohn Gould Titte: Chief Executive Officer Title: EVP, Chief Commercial Officer Date: IQ /��'� Date: ��9�2019 ! Page 3 of 3 DocuSign Envelope ID: 314402BF-7050-419F-B672-F99BC18E50E9 Customer: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare Customer ID: c0001435 Billing Contact: Metropolitan Area EMS Authority d/b/a MedStar Mobile Healthcare 2900 Alta Mere Drive fort worth, bc, 76116 Order Form General Terms and Conditions �. . � �������� The Customer identified in this Order Form hereby orders the Services described in this Order Form. 2. This Order Form, and the provision of Services hereunder, are governed by the written agreement between CyrusOne (or its affiliated entity) and Customer (or its affiliated entity) that contains terms, conditions and other provisions applicable to the provision of Services at the facility identified below and that also may include one or more applicable Services Addenda and any other documents incorporated or referenced in any of the foregoing (collectively, the "Governing Documents"). The Governing Documents are incorporated herein by this reference. When this Order Form is signed by the parties to this Order Form, this Order Form, together with the Governing Documents, constitute the entire agreement between the parties to this Order Form with respect to the provision of Services identified in this Order Form. 3. The Service Term is set forth in the "Order Information" section below and is calculated in months unless otherwise stated. If the Order Form type is identified as an "Add-on" and the Service Term is identified as "Co- Term," then the Service Term of this Order Form shall be coterminous with the original Order Form to which it relates. Order Information Type: Service Term (Months): Yardi Order Number: Order Number: New Business 84 0-26993 Designated Space and Power Building Estimated Contracted Area (Colocation Space) TBD 25 Account Owner: Account Director: Account Manager: Channel Manager: Facility Name: Facility Address: PO Number: Ashley Panfil 1006 - Phoenix - Chandler VI 2605 South Ellis Street, PHX8 Chandler AZ 85286 Contracted Power . �,..,:: ..�...�-..�� ---- - Page 1 of 3 DocuSign Envelope ID: 314402BF-7050-419F-B672-F99BC18E50E9 MRC Charge Schedule Charge Description Start End Qty UoM Code Month Month COL103-M Colocation - Space and Power 1 3 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 0% Start Month 1- End Month 3 COL103-M Colocation - Space and Power 4 12 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 0% Start Month 4- End Month 12 COL103-M Colocation - Space and Power 13 24 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 13- End Month 24 COL103-M Colocation - Space and Power 25 36 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 25- End Month 36 COL103-M Colocation - Space and Power 37 48 8 kW Segmented - All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 37- End Month 48 COL103-M Colocation - Space and Power 49 60 8 kW Segmented - All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 49- End Month 60 COL103-M Colocation - Space and Power 61 72 8 kW Segmented -All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3°/a Start Month 61- End Month 72 COL103-M Colocation - Space and Power 73 84 8 kW Segmented - All-In Total kW: 8 Sq. Ft: 25 Annual escalator: 3% Start Month 73- End Month 84 CON302-M Dedicated Project/Consulting 1 Qty Smart Hands Premium — Monthly Subscription - Welcome Package 90 days Price Monthly Amt Tax Invoice Rate* Period USD USD 0.00 Monthly 0.00 USD USD 2,328.00 291.00 USD USD 2,397.84 299.73 USD USD 2,469.84 308.73 USD USD 2,543.84 317.98 USD USD 2,620.24 327.53 USD USD 2,698.08 337.26 USD USD 2,779.76 347.47 USD USD 0.00 0.00 Monthly Monthly Monthly Monthly Monthly Monthly Monthly Monthly First Month TOTAL: USD 0.00 Page 2 of 3 DocuSign Envelope ID: 314402BF-7050-419F-B672-F99BC18E50E9 'Tax not included in amounts, and tax rates are subject to change Other Order Provisions / Clauses Name Description Colocation - Space and Power This Order Form is binding on both Parties immediately upon execution by Customer and Segmented CyrusOne. During the Service Term, Customer shall have access to the Colocation Space and the infrastructure and power necessary to fulfill the full kW commitment shall be dedicated for Customer's use. Smart Hands Services Customer may purchase the Smart Hands Services described in the CyrusOne Customer Support Guide at the rates and for the increments set forth in the Customer Support Guide in effect at the time such services are requested ("Smart Hands Services"). Smart Hands Services may be purchased on an as-needed basis. Customer may also elect to purchase a monthly allotment of Smart Hands Services ("Smart Hands Premium"). The following shall apply to the Smart Hands Premium Services: (i) the Smart Hands Services will be provided to Customer for the fee set forth in the applicable Order Form, up to the maximum number of hours per month as set forth in such Order Form ("Monthly Allotment"); (ii) any hours from the Monthly Allotment that remain unused at the end of a calendar month shall expire at the end of such month and not be carried forward to any future months; (iii) any hours used in excess of the Monthly Allotment for the then-current month shall be charged at the rates and for the increments in effect at the time a Smart Hands Service is used by Customer as set forth in the Customer Support Guide ("T8�M Rates"); (iv) the handling of inbound shipments is included at no additional charge to Customer and any time spent handling such shipments shall not be counted toward the Monthly Allotment; (v) the term of the subscription shall be co-terminous with the Service Term for the Services related to the Colocation Space(s) at the same Facility; and (vi) any prior agreement between CyrusOne and Customer with regard to any Smart Hands Services at the same Facility(ies) to which the Order Form for Smart Hands Services relates shall be of no further force and effect, and all Smart Hands Services, shall be delivered in accordance with the provisions set forth herein. CyrusOne reserves the right to modify the Smart Hands Services (including the T&M Rates) at any time; however any modifications will not materially diminish the provision of the Smart Hands Services then being provided to Customer pursuant to an existing subscription. Order revised to add a/24 IP block. Metropolitan Area EMS Authority CyrusOne LLC ("CyrusOne") DocuSigned by: Signature: �� � Signature: �Ib� ��� A0051FD9F30F4C4... Name(Print): Douglas R. Hooten Name(Print): 7ohn Gould Title: Chief Executive Officer Title: EVP, Chief Commercial Officer Date: Y��2�/ 19 Date: ��9�2019 i Page 3 of 3 MASTER SERVICES AGREEMENT CyrusOne Confidential Information This Master Services Agreement (including any schedules, addenda, attachments or exhibits referenced herein) Master Terms is effective as of _________, 20__ Effective Date the Metropolitan Area EMS Authority dba MedStar Mobile HealthCare, a governmental administrative agency, having its principal place of business at 2900 Alta Mere Dr. Fort Worth, TX 76116 Customer and CyrusOne LLC, a Delaware limited liabili CyrusOne . 1. Definitions; Construction. Capitalized terms used in the Agreement have the following meanings or are defined where first used or in other documents comprising the Agreement. otherwise specified. Captions, titles and headings to articles and sections of the Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of the Agreement. Access List f individuals that are authorized by Customer to access the Designated Space(s), which names are . Affiliate Controlled (as defined below) by, under common Control with, or which Controls such Person. Applicable Law regulations, ordinances, interpretive letters and other official releases of or by any governmental authority, decrees, orders and codes (including any requirements for permits, certificates, approvals and inspections), as the same are promulgated, supplemented and amended from time to time. Claim , criminal, administrative or investigative suit, claim, action or proceeding. Colocation Space location(s) within a Facility(ies) where Customer is permitted to colocate Customer Equipment pursuant to an Order Form. Connection Notice a written notice from CyrusOne that a Service ordered by Customer is ready for use by Customer pursuant to an Order Form. For the avoidance of doubt, CyrusOne will provide a Connection Notice for each Service ordered, including where multiple Services are ordered on one Order Form. Control management, policies, or operations of an entity or Person, whether through the ownership of voting securities, by contract or otherwise. Customer Equipment equipment, hardware, and other fixtures or personal property located in the Designated Space, in each case whether owned, leased or provided by or on behalf of Customer or any End User (as may be defined in the applicable Services Addendum), including any such materials that Customer or such End User permits to be admitted into the Colocation Space by any Person. Customer Property Customer Equipment; and (b) any software, content, data, information, spare parts and other materials, in each case, owned, leased, licensed, stored, processed or provided by or on behalf of Customer or other Persons as permitted or authorized by Customer. Designated Space s, collectively, the Colocation Space, Office Space, and Storage Space. Facility Facilities the real property, buildings, improvements, fixtures and personal property owned, leased or operated by or on behalf of CyrusOne in which Customer is permitted to use Designated Space pursuant to an Order Form. Holdover Period the applicable provisions of a Services Addendum, any period of time during which Customer or Customer Property occupies a Designated Space beyond the applicable Service Term. Losses Office Space the location(s) within a Facility(ies) dedicated to Customer s set forth in an Order Form. Party Parties , as the context so requires: (a) with respect to the Master Terms, Customer and CyrusOne; and (b) with respect to the Agreement, the Persons which are signatories to the Agreement, which shall be, on the one hand, Customer (or, subject 2 CyrusOne Confidential Information and, on the other hand, CyrusOne or an Affiliate of CyrusOne. Person individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof, and any fiduciary acting in such capacity on behalf of any of the foregoing. Service Commencement Date for a Colocation Space or other Service ordered in an Order Form, the date on which the Connection Notice for such Service is delivered. Service Levels SLA performance metrics, if any, by which the Services are measured as set forth in the applicable Services Addendum. Storage Space location(s) within or without a Facility(ies) dedicated to Customer storage of Customer Property and set forth in an Order Form. Taxes oreign, federal, national, state or local excise, gross receipts, property, access, bypass, sales, use, privilege, or other tax, however designated, levied or imposed (whether as a deduction, withholding or payment) now in force or enacted in the future, which apply to the Designated Space, the Services performed by CyrusOne for Customer or to Customer for its operations and use of the Designated Space 2. Scope. The Master Terms contain the standard terms and conditions applicable to CyrusOne Services Customer. Terms and conditions specific to the Services ordered by Customer are set forth in (a) individual addenda signed by Customer and the applicable CyrusOne Services Addendum (b) the applicable Order Form (defined below). Each Order Form, together with the Master Terms, the applicable Services Addenda, and any other documents incorporated or referenced in any of the foregoing (all of which are incorporated therein by such reference), constitute a separate agreement between Customer and the CyrusOne entity that is a party to the applicable Order Form (the Agreement , a Order Form. In the event of any conflicting or inconsistent terms, the following order of precedence applies in descending order: (i) the Master Terms; (ii) a Services Addendum, unless a Services Addendum expressly states that a particular provision of the Services Addendum overrides a particular provision of the Master Terms; (iii) an Order Form, unless an Order Form expressly states that a particular provision of the Order Form overrides a particular provision of the Master Terms or a Services Addendum; and (iv) any other documents incorporated or referenced therein. Each Agreement may only be amended in writing signed by authorized representatives of the applicable Parties thereto. 3. Ordering Services. Services may be ordered by Customer pursuant to a written order prepared by CyrusOne that references the Master Terms and the applicable Services Addendum and is signed by Customer and the applicable CyrusOne entity offering the Services (each an Order Form Unless a Service Commencement Date is expressly set forth in the executed Order Form, then following execution of an Order Form by both Parties, CyrusOne shall deliver a tentative installation date for the requested Service. Any changes to the scope of Services must be documented in a written change order or amendment to the Order Form signed by authorized representatives of the applicable Parties thereto. Terms and conditions contained in any Customer purchase order forms or other similar documents shall not apply to the Services and shall be null and void. The fees and charges for the Services do not include Taxes. Customer is solely responsible for payment of all Taxes and shall indemnify CyrusOne for all Losses arising from or related to such Taxes. 4. Term. 4.1 Master Terms. The effectiveness of these Master Terms commences on the Effective Date and unless terminated earlier in accordance with these Master Terms, continues until the later of: (a) the date that is one year following the Effective Date; and (b) the date which is six (6) months following the expiration and non-renewal or termination of the Service Term of the last of the Order Forms in effect under these Master Terms. 4.2 Order Form. The term of each Service set forth in an Order Form commences on the date of the last signature to the Order Form and unless terminated earlier in accordance with the Agreement, continues following the Service Commencement Date for the fixed period of time set forth in such Order Form (Service Term ). EACH SERVICE TERM AUTOMATICALLY RENEWS FOR ADDITIONAL, SUCCESSIVE ONE (1)-YEAR PERIODS UNLESS: (A) A PARTY NOTIFIES THE OTHER PARTY IN WRITING OF ITS INTENT NOT TO RENEW THE ORDER FORM NO LESS THAN ONE-HUNDRED EIGHTY (180) DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT SERVICE TERM OR SUCH PERIOD IS TERMINATED EARLIER IN ACCORDANCE WITH THE AGREEMENT; (B) AN ORDER FORM STATES THAT A PARTICULAR SERVICE IS SUBJECT 3 CyrusOne Confidential Information TO ONE OR MORE ADDITIONAL, SUCCESSIVE RENEWAL PERIODS EACH HAVING A FIXED DURATION (e.g., A RENEWAL OPTION OF 3 YEARS IN DURATION), IN WHICH CASE THE RENEWAL PERIOD (IF TRIGGERED IN ACCORDANCE WITH THE AGREEMENT) SHALL BE FOR SUCH DURATION UNLESS TERMINATED EARLIER IN ACCORDANCE WITH THE AGREEMENT; OR (C) AN ORDER FORM STATES THAT A PARTICULAR SERVICE HAS A FIXED DURATION THAT IS LESS THAN ONE YEAR (e.g., MONTH-TO-MONTH), IN WHICH CASE THE SERVICE TERM FOR SUCH SERVICE SHALL AUTOMATICALLY RENEW FOR ADDITIONAL, SUCCESSIVE PERIODS OF EQUAL DURATION UNLESS A PARTY NOTIFIES THE OTHER PARTY IN WRITING OF ITS INTENT NOT TO RENEW THE APPLICABLE SERVICE NO LESS THAN THIRTY (30) DAYS PRIOR TO EXPIRATION OF THE THEN-CURRENT SERVICE TERM OR SUCH PERIOD IS TERMINATED EARLIER IN ACCORDANCE WITH THE AGREEMENT. 5. Customer Responsibilities. Customer, its employees, agents, contractors and representatives (including all individuals placed on the Access List by Customer) shall comply with all rules, specifications, policies, procedures, and security requirements governing the Services, a Facility, the Designated Space and any use thereof, including without limitation the CyrusOne Customer Support Guide (co CyrusOne Policies . Customer remains fully and unconditionally responsible for the acts and omissions of such individuals while at a Facility. Customer agrees to actively cooperate with CyrusOne with respect to the delivery of the Services, including but not limited to providing timely feedback, approvals, assistance and information reasonably required for CyrusOne to successfully deliver the Services. CyrusOne shall not be responsible for any delay, failure to perform, or alteration of the Services due to any act, omission or failure to perform by Customer, its Affiliates or any of their respective employees, agents, customers, contractors or representatives, and Customer may be responsible to CyrusOne for additional fees and costs associated therewith. 6. Fees and Payment. 6.1 Monthly Recurring Charges. Customer shall pay CyrusOne the MRC and usage-based fees specified in the applicable Order Form. Customer acknowledges and agrees that the MRC is a firm commitment for the period stated in the Order Form and any renewal of such period and that billing for all MRC and usage-based fees commence on the Service Commencement Date regardless of whether Customer has procured or received services, equipment or other materials from third- party vendors (i.e., equipment suppliers, software developers, telecommunication carriers, etc.) required by Customer in connection with its use of the Services or Designated Space. Unless otherwise specified in an Order Form, CyrusOne shall invoice monthly in advance for all recurring fees and in arrears for usage-based fees. By way of example and not limitation, the MRC shall be billed a month in advance so that such charges shall be paid by Customer prior to the month for which the MRC is applicable (e.g., based on 30 day payment terms, CyrusOne shall invoice the MRC on December 1 for Services that commence on January 1). 6.2 Non-recurring Charges. Customer shall pay CyrusOne all non-NRC specified in the applicable Order Form. Unless otherwise specified in an Order Form, CyrusOne shall invoice Customer for all NRC upon the effective date of the applicable Order Form. 6.3 Payment Terms. All invoices are due thirty (30) calendar days from the invoice date. If Customer fails to pay any amounts not disputed in accordance with Section 6.4 (Disputed Payments) below, CyrusOne reserves the right, in addition to any other rights or remedies, to: (a) suspend any and all Services; (b) charge Customer interest on the unpaid amount at the lesser of: (i) one and one half percent (1.5%) per month; and (ii) the highest rate permitted by Applicable Law; and (c) any combination of the foregoing. Customer s, incurred in obtaining payment on unpaid, undisputed amounts. a check or electronic funds transfer (via wire transfer or ACH). Where Customer requires CyrusOne to utilize a billing or invoicing system resulting in usage or other administrative fees or expenses to CyrusOne, CyrusOne reserves the right to require that Customer reimburse CyrusOne for such fees or expenses. Customer shall communicate to CyrusOne any and all changes to its billing information including billing address, purchase order number or attention to information reasonably in advance in writing. In the event that the Agreement is terminated for any reason , Customer immediately shall pay to CyrusOne all amounts that Customer is required to pay to CyrusOne under the Agreement. 6.4 Disputed Payments. If Customer reasonably and in good faith disputes any portion of a CyrusOne invoice, Customer must pay the undisputed portion of the invoice in accordance with Section 6.3 (Payment Terms) and submit a written claim to CyrusOne for the disputed amount along with the supporting documentation requested by CyrusOne. All such claims relating to disputed amounts must be submitted to CyrusOne within thirty (30) days of the date of initial invoice on which the disputed amount appears, failing which Customer waives all rights to dispute any charges and to file any claim. The Parties shall cooperate in good faith to resolve all If the dispute is resolved such that Customer 4 CyrusOne Confidential Information is required to pay any outstanding amounts, then within five (5) days following resolution of the dispute, Customer shall pay the applicable amounts, plus interest accrued from the date payment was originally due. 6.5 No Sale of Goods or Telecommunication Services. CyrusOne sells colocation services, not products. To the extent a product is identified on an Order Form (e.g., power whips, cage material, access reader, etc.) the applicable fee represents the set-up charges associated with the item, the installation of which is required for CyrusOne to prepare the Designated Space use during the applicable Service Term. Legal title shall remain with CyrusOne and Customer shall have no right to remove any such products at any time. In the event the Parties wish to alter this arrangement they may do so in the applicable Order Form, provided the Order Form expressly identifies the products being sold, states that title to the product is intended to transfer, and sets forth the manner in which title shall be transferred. All products, and some Services, may be provided by a CyrusOne Affiliate. CyrusOne is not a reseller of telecommunication services. If third party telecommunication services are procured through CyrusOne, Customer . 6.6 Broker. Customer represents and warrants to CyrusOne that it has not entered into any agreement with a broker, agent or Identified Broker to whom a brokerage or other commission or fee may be payable in connection with the Agreement or the transaction contemplated hereby. To the extent Customer has used an Identified Broker in connection with the Agreement and CyrusOne has agreed in an executed Commission Payment Agreement to pay to it a commission or any portion of a commission, Customer agrees that in connection with any termination of the Agreement prior to the expiration of the applicable Service Term, Customer shall reimburse CyrusOne promptly upon termination for any unamortized broker fees or commissions and shall indemnify CyrusOne for any brokerage fees or commissions in connection the Agreement. 7. Compliance with Applicable Laws. Customer shall comply, in all material respects, with all Applicable Laws, including as such Applicable Laws may apply to Custo CyrusOne shall comply, in all material respects, with all Applicable Laws that apply to CyrusOne as a provider of Services. CyrusOne reserves the right, upon reasonable notice to Customer, to amend or supplement the Services and the terms or conditions of the Agreement to meet requirements imposed by Applicable Law. CyrusOne has the right, in addition to any other rights and remedies, to suspend the provision of any of the Designated Space and Services, in whole or in part, and to deny access to the Facilities if Customer violates Applicable Law (including by its use of the Services or the Designated Space) and such violation negatively and materially impacts Services, or causes CyrusOne to be in violation of any Applicable Law, and in either case, Customer fails to cure such violation within thirty (30) days following written notice (unless Applicable Law or a government authority does not permit such a cure period or requires a shorter period). 8. Termination. 8.1 General. Each Party may terminate the Agreement: (a) if the other Party is in material breach of the Agreement and has not cured the breach within thirty (30) days following written notice from the first Party of such breach; or (b) upon written notice to the other Party if the other Party becomes insolvent, is unable to pay its debts as they come due, or fails to discharge an involuntary petition with sixty (60) days of filing or enters into or files (or has filed or commenced against it) a petition, arrangement, application, action or other proceeding seeking relief or protection from creditors under the bankruptcy laws or similar laws of the United States or any state of the United States. Customer also may terminate the Agreement as of a date specified in a written notice of termination given to CyrusOne if a court or other governmental body, regulator, agency or authority of competent jurisdiction prohibits Customer from receiving the Services from CyrusOne, provided that Customer has undertaken commercially reasonable efforts to remove or work- around such restriction. CyrusOne also may terminate the Agreement as of a date specified in a written notice of termination given to Customer if: (y) a court or other governmental body, agency or authority of competent jurisdiction prohibits CyrusOne from providing the Services to Customer, provided that CyrusOne has undertaken commercially reasonable efforts to remove or work-around such restriction; or (z) CyrusOne has suspended the Services for any reason permitted under the Agreement for thirty (30) consecutive days or more. 8.2 Survival. The provisions of Sections 1 (Definitions; Construction), 2 (Scope), 6 (Fees and Payment), 8.2 (Survival), 10 (Limitation of Liability), 11 (Indemnification), 12 (Confidential Information), 15 (Assignment), and 18 (Waiver; Severability) through 24 (Counterparts; Complete Agreement; Signing Authority) and any other Articles, Sections, Addenda, Schedules or Attachments of the Agreement that by their nature may reasonably be presumed to survive any termination or expiration of the Agreement, shall so survive. 9. Limited Warranties; DISCLAIMER. Each Party represents and warrants to the other Party that: (a) such Party is qualified and registered to transact business in all locations where the performance of its obligations hereunder would require such qualification; 5 CyrusOne Confidential Information (b) the individual person(s) signing the Agreement and any Services Addendum or Order Form has all right, power and authority to sign them on behalf of such Party; and (c) the execution of the Agreement by such Party shall not conflict with or violate, and shall not breach, any agreement, covenant, court order, judgment or decree to which such Party is a party or by which it is bound. Customer further represents and warrants that neither it, nor any of its Affiliates, officers, directors, employees or End Users are on any of the U.S. Government export screening lists of the Department of Commerce, Department of State and Department of the Treasury, including without limitation the Denied Persons List, the Entity List, the Debarred List, or the list of Specially Designated Nationals. Customer shall promptly notify CyrusOne if it is identified on any of the foregoing lists at any point during the term of the Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, THE DESIGNATED SPACE, ALL SERVICES AND ALL MATERIALS (INCLUDING PRODUCTS) PROVIDED BY CYRUSONE OR ITS AFFILIATES CYRUSONE DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. CYRUSONE DOES NOT MONITOR OR EXERCISE CONTROL OVER ANY CUSTOMER PROPERTY STORED, PROCESSED, TRANSMITTED THROUGH OR OTHERWISE RESIDING ON CUSTOMER EQUIPMENT OR TRANSMITTED THROUGH THE FACILITIES. USE OF ANY CONTENT, DATA OR INFORMATION OBTAINED VIA THE SERVICES IS AT , AND CYRUSONE DOES NOT REPRESENT, WARRANT OR COVENANT THAT THE DESIGNATED SPACE OR ANY SERVICES SHALL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. CYRUSONE SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF CONTENT, DATA AND INFORMATION OBTAINED THROUGH ITS SERVICES. CUSTOMER ACKNOWLEDGES THAT, DUE TO THE PUBLIC NATURE OF THE INTERNET, THERE IS NO GUARANTEE OF SECURITY OR PRIVACY ON THE INTERNET AND CYRUSONE MAKES NO GUARANTEE THAT ANY OF , CONTENT, DATA AND INFORMATION SHALL BE SECURE OR KEPT PRIVATE WITH RESPECT TO THIRD PARTY ACCESS VIA THE INTERNET. CYRUSONE IS NOT RESPONSIBLE FOR THE MANNER IN WHICH THE SERVICE IS USED BY CUSTOMER OR ANY OTHER PERSON OR ENTITY ACCESSING SUCH SERVICE (OR THE EQUIPMENT USED TO DELIVER SUCH SERVICE) THROUGH OR ON BEHALF OF CUSTOMER. 10. Limitation of Liability. (a)NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY, NOR ANY OF THEIR RESPECTIVE AFFILIATES, AGENTS AND CONTRACTORS SHALL BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, NOR DAMAGES AND LOSSES FOR ANY LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITY, USE, REPUTATION, SAVINGS OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; THE COST OF PURCHASING REPLACEMENT SERVICES; OR OTHER PECUNIARY LOSS; AND LOSS OR CORRUPTION OF ANY CUSTOMER CONTENT, DATA AND INFORMATION STORED ON, OR PROCESSED THROUGH, THE CUSTOMER EQUIPMENT, WHETHER IN ANY SUCH CASE ANY OF THE FOREGOING ARE FORESEEABLE AND HOWEVER CAUSED, EVEN IF SUCH PARTY IS ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES OR LOSSES MIGHT ARISE. (b) SUBJECT TO SUBSECTION (c) BELOW, AND EXCEPT ENCE OR WILLFUL MISCONDUCT (INCLUDING BUT NOT LIMITED TO ANY INTENTIONAL USE OF THE FACILITY OR DESIGNATED SPACE BY CUSTOMER IN VIOLATION OF THE PERMITTED USE OR APPLICABLE LAW), MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS, DAMAGES AND LOSSES ARISING FROM OR RELATED TO THE AGREEMENT (INCLUDING ATTORNEYS FEES) SHALL NOT EXCEED AS FOLLOWS: (A) FOR SERVICES FOR WHICH CUSTOMER PAYS RECURRING CHARGES, AN AMOUNT EQUAL TO THE AVERAGE MONTHLY RECURRING CHARGE DURING THE SERVICE TERM UNDER THE ORDER FORM FROM WHICH THE CLAIM, DAMAGE OR LOSS AROSE, MULTIPLIED BY TWELVE (12), LESS ANY AMOUNTS PAID FOR CLAIMS, DAMAGES OR LOSSES THEREUNDER DIRECT DAMAGES CAP ; PROVIDED, HOWEVER, IF THE SERVICE IS PROVIDED ON A MONTH-TO-MONTH BASIS, THE DIRECT DAMAGES CAP AS RELATES TO SUCH SERVICES SHALL BE EQUAL TO THE MONTHLY RECURRING CHARGE PAID OR PAYABLE BY CUSTOMER TO CYRUSONE FOR SUCH SERVICE FOR THE MONTH IN WHICH THE CLAIM FIRST AROSE; (B) FOR SERVICES FOR WHICH CUSTOMER PAYS A NON-RECURRING CHARGE, THE AMOUNT OF THE NON-RECURRING CHARGE PAID BY CUSTOMER FOR THE SERVICE FROM WHICH THE CLAIM FIRST AROSE; AND (C) FOR A BREACH OF SECTION 12 (CONFIDENTIAL INFORMATION), THE DIRECT 6 CyrusOne Confidential Information DAMAGES CAP IS INCREASED TO THE GREATER OF: (I) TWO TIMES THE DIRECT DAMAGES CAP; AND (II) ONE MILLION DOLLARS ($1,000,000). (c)THE LIMITATION OF LIABILITY SET FORTH IN SUBSECTION (b) DOES NOT APPLY TO: (1) OBLIGATION TO INDEMNIFY UNDER SECTION 11(a) BELOW WITH RESPECT TO LOSSES ARISING OUT OF CLAIMS FOR BODILY INJURY (INCLUDING DEATH) RESULTING FROM THE FRAUD, NEGLIGENCE OR WILLFUL MISCONDUCT OF A CYRUSONE INDEMNITEE, AND (2)(i) CUSTOMER OBLIGATION TO INDEMNIFY UNDER SECTION 11(b) BELOW WITH RESPECT TO LOSSES ARISING OUT OF CLAIMS FOR BODILY INJURY (INCLUDING DEATH) RESULTING FROM THE FRAUD, NEGLIGENCE OR WILLFUL MISCONDUCT OF A CUSTOMER INDEMNITEE OR (ii) USE OF ANY OF THE SERVICES, FACILITIES, DESIGNATED SPACE AND CUSTOMER PROPERTY BY A CUSTOMER INDEMNITEE OR ANY OTHER PERSON INCLUDING BUT NOT LIMITED TO CUSTOMERS OF CUSTOMER OR ITS AFFILIATES. FOR CLARITY, ANY LOSSES OF A THIRD PARTY FOR WHICH AN INDEMNIFYING PARTY IS REQUIRED TO INDEMNIFY THE OTHER PARTY AND ITS INDEMNITEES UNDER THE AGREEMENT ARE CONSIDERED DIRECT DAMAGES, REGARDLESS OF THE TYPES OF LOSSES AWARDED TO, OR SETTLED WITH, SUCH THIRD PARTY. (d) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 10 (LIMITATION OF LIABILITY) SHALL APPLY TO ANY AND ALL CLAIMS, REGARDLESS OF WHETHER SUCH CLAIMS ARISE IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY. FOR CLAIMS RELATED TO ANY SERVICE DEFICIENCIES, UNAVAILABILITY OR INTERRU LIABILITIES, ARE LIMITED TO THOSE REMEDIES AS SPECIFICALLY SET FORTH UNDER THE APPLICABLE SERVICES ADDENDUM WITH RESPECT TO SERVICE LEVELS FOR THE AFFECTED SERVICE. THE LIMITATIONS AND EXCLUSIONS REGARDING LIABILITY SET FORTH IN THIS SECTION 10 (LIMITATION OF LIABILITY) REPRESENT A FAIR ALLOCATION OF THE RISKS BASED ON THE PRICES CYRUSONE CHARGES FOR THE SERVICES AND APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. NOTHING CONTAINED IN THE AGREEMENT CHARGES, FEES AND COSTS UNDER THE APPLICABLE ORDER FORM. 11. Indemnification. (a)CyrusOne shall defend, indemnify and hold harmless Customer, its Affiliates and their respective directors, employees, officers, agents Customer Indemnitees from and against any and all Losses arising out of any Claims brought by a third party (including but not limited to governmental authorities) or employees, contractors, agents or representatives of a Party related to bodily injury (including death) resulting from the fraud, negligence or willful misconduct of a CyrusOne Indemnitee (defined below). Notwithstanding the foregoing, nothing in this subsection (a) shall require CyrusOne to indemnify a Customer Indemnitee to the extent of any fraud, gross negligence or willful misconduct of a Customer Indemnitee. (b)To the extent permitted by Applicable Law, and without waiving any other immunities or defenses, Customer shall defend, indemnify and hold harmless CyrusOne, its Affiliates and their respective directors, employees, officers, agents and contractors CyrusOne Indemnitees any and all Losses arising out of any Claims brought by a third party (including but not limited to governmental authorities) or employees, contractors, agents or representatives of a Party related to: (i) bodily injury (including death) resulting from the fraud, negligence or willful misconduct of a Customer Indemnitee or (ii) use of any of the Services, Facilities, Designated Space and Customer Property by a Customer Indemnitee or any other Person including but not limited to customers of Customer or its Affiliates or any other Persons having access to any of the foregoing through a Customer Indemnitee, in each case without regard to the cause or causes thereof or the negligence of any Party or Parties. Notwithstanding the foregoing, nothing in this subsection (b) shall require Customer to indemnify a CyrusOne Indemnitee to the extent of any fraud, gross negligence or willful misconduct of a CyrusOne Indemnitee. 12. Confidential Information. 12.1 Confidentiality. (a)Confidential Information available by or on behalf of a Party Disclosing Party to the other Party or Persons acting on such other Party (the Receiving Party ) is either marked or identified in writing as confidential, proprietary, secret or with another designation 7 CyrusOne Confidential Information sufficient to give notice of its sensitive nature, (ii) the Receiving Party knows or has reason to know is confidential, proprietary, or trade secret information of the Disclosing Party or (iii) is of a type or nature that the Receiving Party should reasonably understand that the Disclosing Party desires to protect the information from disclosure. In the case of CyrusOne, Confidential Information also the Designated Space, the Services provided and their respective charges, fees, costs, equipment used at the Facilities, the configuration of cables, networks and services at the Facilities, and any non-graphic information that the Receiving Party may receive, gather or observe while at a Facility. (b)Confidential Information does not include information that the Receiving Party can demonstrate: (i) was in the possession of, or was rightfully known by, the Receiving Party without an obligation to maintain its confidentiality prior to receipt from the Disclosing Party; (ii) was or has become generally available to the public except through a breach of the Agreement by the knowledge, had a lawful right to disclose such information to the Receiving Party without any obligation to restrict its further use or disclosure; or (iv) was independently developed by the Receiving Party without use of or reference to any Confidential Information of the Disclosing Party. CyrusOne shall not be deemed to have accessed, received or otherwise processed, or to be in the possession of, lely by virtue of the fact that Customer transmits, receives, accesses, processes or stores such Confidential Information through its use of the Services. 12.2 Obligations of Confidentiality. The Receiving Party agrees to: (a) protect the Confidential Information of the Disclosing Party using at least the same efforts to protect such Confidential Information as the Receiving Party would use to protect its own information of similar nature, but in no event less than reasonable care; (b) not disclose such Confidential Information to third parties in violation of the Agreement without the prior written consent of the Disclosing Party; and (c) use Confidential Information of the Disclosing Party only for purposes of performing its obligations or establishing its rights under the Agreement, including providing such Confidential Information only to its Affiliates, employees, contractors, lenders, and agents Representatives who have a need to know and are bound to protect the confidentiality of the information in a manner substantially equivalent to that required of the Receiving Party. The Receiving Party further acknowledges, and shall advise its Representatives who are informed as to the matters which are the subject of the material, nonpublic information from purchasing or selling securities of such issuer or from communicating such information to any other person. 12.3 No Implied Rights this Section shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or by implication, any rights or license to the Confidential Information of the other Party. 12.4 Compelled Disclosure. If the Receiving Party becomes legally compelled to disclose any Confidential Information of the Disclosing Party in a manner not otherwise permitted by the Agreement, the Receiving Party shall provide the Disclosing Party with prompt notice of the request (unless legally precluded from doing so) so that the Disclosing Party may seek a protective order or other appropriate remedy. If a protective order or similar order is not obtained by the date by which the Receiving Party must comply with the request, or if the Disclosing Party has provided a written consent to the disclosure, the Receiving Party may furnish that portion of the Confidential Information that it determines it is legally required to furnish in the opinion of its counsel (which, for the purposes of the Agreement Notwithstanding anything to the contrary in the Agreement, the Receiving Party shall be permitted to disclose any Confidential Information of the Disclosing Party to the extent, in the opinion of disclosure of information. 12.5 Return or Destruction. Upon the Disclosing Party (and any copies thereof) in any medium that contain, refer to, or relate to Confidential Information of the Disclosing Party or, at the Disclosing Party election, destroy them, provided however, that the Receiving Party may retain a copy of the Disclosing Party Information for legal archival purposes, which copy shall be maintained in accordance with the provisions of the Agreement. Receiving Party shall also not be required to return or on any computer records or files containing the Confidential Information which have been created pursuant to automatic archiving or back-up procedures on secured central storage servers and which cannot reasonably be deleted, provided that all such archived or backed-up records shall continue to be treated as Confidential Information and shall be maintained in accordance with the provisions of the Agreement. Subject to the foregoing, at the Disclosing Party 8 CyrusOne Confidential Information returned or destroyed all copies of the Disclosing Party or any of its Affiliates or contractors. 12.6 Feedback. In the event Customer elects, in connection with any Services, to communicate to CyrusOne suggestions for Feedback me, even if Customer has designated the Feedback as confidential, and CyrusOne shall be entitled to use the Feedback without restriction. 13. Insurance Requirements. The Parties shall comply with their respective obligations in Schedule 1 (Insurance Requirements). 14. Force Majeure. Except for payment obligations arising under the Agreement, neither Party shall be liable, nor shall any credit allowance or other remedy be provided, for any delay or failure of performance or equipment due to causes beyond its or its and suppliers ) reasonable control, including but not limited to acts of God, fire, explosion, hurricane, acts or omissions of suppliers, flood or other catastrophe, any Applicable Law or request of any governmental entity, national emergency, terrorist activities, insurrections, riots, labor disputes, work stoppages or disruptive labor activities, global or natural disasters or like events Force Majeure Event . 15. Assignment. Except as expressly permitted in this Section 15 (Assignment), neither Party may assign the Agreement or its rights or obligations under the Agreement without first obtaining the written consent of the other Party. Without any obligation to obtain the consent of the other Party, either Party may assign the Agreement and all of its rights and obligations thereunder to its respective Affiliates or to an entity which is acquiring the applicable Facility or all or substantially all of business or assets to which the Agreement relates; provided, that (a) any such assignee fully accepts, in writing, all the terms and conditions contained in these Master Terms and the applicable Agreement(s) and (b) in the event that Customer assigns the Agreement to a competitor of CyrusOne, CyrusOne may terminate the Agreement immediately upon written notice to Customer. Upon any such assignment by CyrusOne, CyrusOne hereby is released from all of its obligations under the Agreement accruing on and after the effective date of any such assignment and such release is effective automatically and without further action required by the Parties. Additionally, CyrusOne may use its Affiliates and subcontractors of CyrusOne and its Affiliates to perform any of its obligations under the Agreement, and Customer hereby authorizes CyrusOne to provide such Persons access to the Designated Space and Customer Property as necessary to provide the Services. The Master Terms and each Agreement shall be binding upon and inure to the benefit of all successors and permitted transferees of the Parties, who shall be bound by all of the obligations of their predecessors or transferors. Except for the CyrusOne Indemnitees and the Customer Indemnitees and the respective successors and assigns of a Party: (y) no Person who is not a party to the Agreement shall have any rights under the Agreement; and (z) the Parties hereby agree that nothing in the Agreement shall be construed as creating a right that is enforceable by any Person that is not a party to the Agreement. Notwithstanding anything contained herein, nothing shall prevent CyrusOne from pledging its rights under the Agreement as collateral for a loan or other financing arrangement and transfers related thereto shall not require the consent of Customer. 16. Notice. Except with respect to the reporting of Service performance issues and deficiencies, which will be addressed as set forth in the applicable Services Addendum, all notices to be given in connection with the Agreement shall be given in writing and shall be effective upon delivery. Notices may be delivered (a) in person, (b) by certified mail, postage prepaid, return receipt requested, or (c) by a commercial overnight courier that guarantees next day delivery and provides a receipt. Notices shall be addressed, (i) with respect to Customer, to the address listed on the applicable Order Form, with a copy (which shall not constitute notice) to General Counsel, email: Compliance@MedStar911.org; or (ii) with respect to CyrusOne, to: CyrusOne, Attention: Corporate Secretary, 2101 Cedar Springs Road, Suite 900, Dallas, Texas 75201, with a copy (which shall not constitute notice) to Chief Financial Officer, same address; with an additional copy (which shall not constitute notice) to General Counsel, email: generalcounsel@CyrusOne.com. Each Party shall notify the other of any changes to its address for receiving notices. 17. Use of Names. Neither Party shall use the other Party without such P The foregoing notwithstanding, Customer agrees that during the Term, CyrusOne shall have the right to use Cust in its materials and communications, including in print and digital marketing, sales, financial, and public relations materials and on and to publicly refer to Customer as a customer of CyrusOne. CyrusOne has the right to publish a press release announcing its relationship with Customer, which press release shall be subject to CyrusOne reserves the right to provide any customer or potential customer bound by a nondisclosure agreeme customers and a general description of Services purchased by such customers and Customer hereby consents to such disclosure except that financial terms relating to the purchase shall not be disclosed. 18. Waiver; Severability. Either Party may waive compliance by the other Party with any covenants or conditions contained in the Agreement only by written instrument signed by the Party waiving such compliance. No such waiver, however, shall be deemed 9 CyrusOne Confidential Information to waive any other circumstance or any other covenant or condition not expressly stated in the written waiver. The provisions of the Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of its provisions shall not affect the validity and enforceability of its other provisions. If any such provision is held to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force. In lieu of any invalid provision, a substitute provision shall apply retroactively which comes as close as legally and commercially possible to that intent which the Parties had or would have had, according to the spirit and purpose of the Agreement. 19. Arbitration; Governing Law. All disputes arising out of the Agreement, including with respect to the operation, construction, interpretation, or enforcement of the Agreement, shall be resolved pursuant to final, binding decision of an arbitration panel consisting of three (3) arbitrators and in accordance with the procedures for complex commercial arbitrations under the rules of the American Arbitration Association AAA . The place of arbitration shall be Dallas, Texas and the language of the arbitration shall be English. Within thirty (30) days after the commencement of arbitration, each Party shall appoint a person to serve as an arbitrator. The Parties shall then appoint the presiding arbitrator within twenty (20) days after selection of the appointees by each Party. If any arbitrators are not selected within these time periods, the AAA shall, at the written request of any Party, complete the appointments that have not been made. The Agreement is governed by and construed in accordance with the internal substantive laws of the state of Texas without giving effect to any choice of law or other provision that would result in the application of the laws of any other jurisdiction. Application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The Parties hereby agree to waive and opt-out of any application of the Uniform Computer Information Transactions Act (UCITA). Except for any remedies identified as sole and exclusive remedies in the Agreement and subject to the limitations and exclusions set forth in Section 10 (Limitation of Liability), the remedies in the Agreement are not exclusive, and a Party may pursue any and all other remedies that may be available at law or in equity, by statute or otherwise, individually or in any combination thereof. Nothing in this section shall be construed to preclude any party from seeking injunctive relief in order to protect its rights pending resolution of a dispute. 20. Relationship of the Parties. CyrusOne is an independent contractor and is not an employee, agent, partner, joint venture, or legal representative of Customer. Nothing in the Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between Customer and CyrusOne, nor authorize either Party to act as agent for the other. Neither Party has the authority to act in the name or on behalf of, or otherwise bind, the other Party in any way. 21. Non-solicitation. During the term of the Agreement, Customer shall not (and shall cause its Affiliates not to), directly or indirectly, for their own account, or for or on behalf of any other Person, whether as an officer, director, employee, partner, principal, joint venture, consultant, investor, shareholder, independent contractor or otherwise, hire or employ, or attempt to hire or employ, in any fashion (whether as an employee, independent contractor or otherwise), any employee or independent contractor of CyrusOne that , vendors, suppliers, or independent contractors, or cause or attempt to cause any such persons to terminate their relationship with CyrusOne. This Section 21 (Non-solicitation) shall not: (a) restrict the right of Customer to solicit or recruit generally in the media; or (b) prohibit Customer from hiring an employee of CyrusOne who (i) responds to any advertisement or general solicitation, (ii) otherwise voluntarily applies for hire without having been initially solicited or recruited by the Customer, or (iii) is contacted by a recruiter for Customer where the recruiter has not been instructed by Customer to target the personnel of CyrusOne. 22. Electronically Transmitted Documents and Signatures. An electronic signature or a manual signature on the Agreement, the image of which (in either case) is transmitted electronically, shall constitute an original signature for all purposes and the Parties shall not dispute the legally binding nature, validity or enforceability of the Agreement based on the fact that the terms were accepted with any such electronic or manual signature. The delivery of the Agreement, including signature pages, may be transmitted or exchanged by the Parties by way of exchanging (a) signed originals, (b) facsimile transmission, (c) by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, including sending in portable document format (PDF) via email, or (d) any combination of any such means, and the Parties hereby adopt as original any such documents received. Delivery of such documents by facsimile transmission or by any other electronic means shall have the same effect as physical delivery of the paper document bearing the original signature. In addition, by signing below, the Parties consent during the Term to (x) enter into Order Forms, Service Addenda, and other documents with CyrusOne electronically, (y) use electronic signatures and records in connection with the Agreement, any amendment to the Agreement and any Order Form, Service Addenda, or other documents issued under the Agreement, and (z) except for notices required under Section 16 (Notice) of these Master Terms, to receive electronic mail and other electronic communication with respect to any document relating to or regarding the Agreement and the Services. The Parties may provide documents to each other electronically by emails that include attachments or embedded links. 10 CyrusOne Confidential Information 23. Estoppel. Upon request of CyrusOne, Customer shall execute and deliver to CyrusOne, within fifteen (15) business days after receipt of the request, a written instrument, duly executed: (a) certifying that the Agreement has not been amended or modified and is in full force and effect or, if there has been a modification or amendment, that the Agreement is in full force and effect as modified or amended, and stating the modifications or amendments; (b) stating whether to the best knowledge of Customer, CyrusOne is in any default of the Agreement and, if so, stating the nature of the default; and (c) stating the Effective Date of the Agreement. 24. Counterparts; Complete Agreement; Signing Authority. The Agreement may be executed in one or more counterparts, each of which are deemed an original and all of which together constitute one and the same instrument, it being understood that the Parties need not sign the same counterpart. The Agreement sets forth the entire, final and exclusive agreement between the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties related to the subject matter therein. Neither the Agreement nor the use granted to Customer in the Agreement constitute a lease of any real property or grant to Customer any tenancy rights whatsoever in and to a Facility or Designated Space. The Agreement shall be deemed to have been written by both Parties and shall be construed fairly and reasonably and not more strictly against the drafting Party. The Agreement may only be amended by a writing executed by both Parties. By the signatures of their duly authorized representatives below, CyrusOne and Customer, intending to be legally bound, agree to all of the provisions of these Master Terms as of the Effective Date. Metropolitan Area EMS Authority CyrusOne LLC Signature Signature Print Name Douglas R. Hooten Print Name John B. Gould Title Chief Executive Officer Title EVP, Chief Commercial Officer 11 CyrusOne Confidential Information Schedule 1 Insurance Requirements 1. Customer Insurance. (a)Customer agrees, at its sole expense, to obtain and maintain in effect at all times during the Term, the following insurance coverage in accordance with the terms and conditions and limits not less than those set forth herein: (i)Commercial General Liability in a form reasonably equivalent to the latest filed and approved ISO CG 0001 (including commercially acceptable endorsements) with limits as follows: Each Occurrence: $1,000,000 Damage to Rented Premises (each occurrence): $1,000,000 Personal and Advertising Injury: $1,000,000 General Aggregate: $2,000,000 (ii)Commercial Automobile Liability insurance in an amount not less than $1,000,000 combined single limit for bodily injury and property damage. (iii)Workers which the each disease each employee and $1,000,000 policy limit Bodily Injury by disease. (iv)Umbrella/Excess Coverage provided following the form of the above liability coverage with limits not less than $5,000,000. (v)ll risk property insurance covering loss or damage to Customer Equipment and any leasehold improvements to the real property made on behalf of Customer in an amount not less than the full replacement cost of such property; including Business Interruption and Extra Expense coverage for any interruption of operations or relocation of equipment from the Facility; provided, that the coverage required under this subsection (v) shall not be required to the extent that the Services provided to Customer under the Agreement are Managed Services (as such term is defined in the applicable Managed Services Addendum) pursuant to which Customer is not providing Customer Equipment. For clarity, if CyrusOne is providing Managed Services with respect to Customer Equipment, then Customer is required to procure the coverage required under this subsection (v). (b)Upon written request, Customer shall deliver to CyrusOne certificates of insurance which evidence the minimum levels of insurance set forth above. Failure to provide such Certificates of Insurance does not constitute a waiver by CyrusOne of these insurance requirements. (c)Commercial General Liability shall include CyrusOne and its respective Affiliates, officers, directors and employees (and any underlying property owner, where applicable) as an additional insured, via form CG2010. (d)Each policy shall: (i) be issued by insurance companies authorized to do business in the states in which the Colocation Space is located and shall have an A.M. Best Rating of A - XII or better or such equivalent credit rating issued by another recognized rating agency; (ii) provide that the insurance companies and any approved self-insured employer waive all rights of subrogation for such amounts against CyrusOne and its respective Affiliates, officers, directors and employees; (iii) provide not less than thirty (30) days prior written notice of cancellation to any herein required policy; and (iv) be primary to any other insurance available to CyrusOne or any underlying property owner (where applicable). (e)Any deductibles or self-insured retentions are the sole responsibility of the named insured party. (f)Customer shall require any End User or contractor entering the Colocation Space on its behalf to procure and maintain the same types, amounts and coverage extensions as required by Customer herein. 12 CyrusOne Confidential Information 2. CyrusOne Insurance. CyrusOne agrees to obtain and maintain, directly or through its parent entity, the following insurance in effect at all times during the Term in accordance with the terms and conditions set forth herein: (i)Commercial General Liability in a form reasonably equivalent to the latest filed and approved ISO CG 0001 (including commercially acceptable endorsements) with limits of $1,000,000 per occurrence and a minimum combined single aggregate limit of $5,000,000. The liability limit may be obtained through a combination of primary excess or umbrella liability coverage. (ii)statutes in lity with limits of $1,000,000 each accident, $1,000,000 each disease each employee and $1,000,000 policy limit bodily injury by disease. (iii)Errors and Omissions Liability insurance in an amount not less than $2,000,000 in the aggregate. 3. Waiver of Recovery and Subrogation. To ensure that the risk of loss normally insured against by each P carrier remains the burden of the insurance carrier and cannot be shifted over to the other Party, CyrusOne and Customer have agreed to the following waiver of subrogation. CyrusOne and Customer release each other from all Claims and Losses of property and loss of business or revenues that are covered by the releasing P been covered by the required insurance if the releasing Party fails to maintain the property coverage required by this Agreement. The Party incurring the damage or loss will be responsible for any deductible or self-insured retention under its property insurance. CyrusOne and Customer will notify the issuing property insurance companies of the release set forth in this Section and will have the property insurance policies endorsed, if necessary, to prevent invalidation of coverage. THE RELEASE IN THIS SECTION WILL APPLY EVEN IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PARTY BUT WILL NOT APPLY TO THE EXTENT THE DAMAGE OR LOSS IS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE RELEASED PARTY. For purposes of this Section, the t Customer or Affiliate of Customer and any assignee of Customer. Colocation Services Addendum CyrusOne Confidential Information 1 This COLOCATION SERVICES ADDENDUM (including any schedules, addenda, attachments or exhibits referenced herein) Colocation Addendum is effective as of ____________, 20__ Colocation Addendum Effective Date between the Metropolitan Area EMS Authority dba MedStar Mobile Healthcare, a governmental administrative agency, having its principal place of business at 2900 Alta Mere Dr. Fort Worth, TX 76116 Customer and CyrusOne LLC, a Delaware limited liability company with its principal place of business at 2101 Cedar Springs Road, Suite 900, Dallas, Texas 75201 CyrusOne , and is entered into pursuant to the Master Services Agreement, dated ____________, 20__ between CyrusOne and Customer Master Terms . This Colocation Addendum is subject to all the terms and conditions set forth in the Master Terms. Capitalized terms not otherwise defined in this Colocation Addendum have the meanings assigned to them in the Master Terms. 1. Use of Designated Space. Agreement and CyrusOne Policies, Customer shall be permitted 24x7x365 access to, and use of, the Designated Space, for the ordinary business purpose(s) associated with such space (e.g., Customer access to and use of the Colocation Space shall be for the placement, operation and maintenance of Customer Equipment) Permitted Use . Customer shall use the Designated Space for the Permitted Use in an orderly and safe manner, and to and use of the Facilities and the Designated Space is, and at all times shall remain, subordinate and subject to any lease that CyrusOne may have with respect to any portion of the Facilities, including the Designated Space. Customer shall not, at any time, use or allow any unauthorized person or third party to access or use the Designated Space, nor do nor permit anything to be done or kept in or about the Designated Space, for activities other than those permitted under the Agreement. Customer shall not access the subfloor or CyrusOne infrastructure. Customer is responsible for the cost of replacing any security devices lost or stolen after delivery thereof to Customer. Customer shall not take any action that causes the imposition of any lien or encumbrance on the Facility, or any portion thereof, and shall promptly discharge any such liens upon request by CyrusOne. CyrusOne has the right to take immediate action (up to and including the suspension or termination of the Services or access to the Designated Space or Facility) without liability of any kind: (a) upon the occurrence of any activity or event that presents a significant, grave or imminent threat to the life or physical safety of any person or to the security of a Facility; or (b) subject to subsection (a), hours after being notified, Customer fails to (i) cease such interference, (ii) provide a plan acceptable to CyrusOne to cease such interference, expense. 2. Improvements. Customer shall not, and shall not permit others to, rearrange, disconnect, remove, attempt to repair, or otherwise tamper with or make alterations, additions or improvements to any Facility or the Designated Space, without the prior written consent of CyrusOne, which consent Notwithstanding the foregoing, nothing in this Section shall preclude Customer, at its expense, from installing, altering, Fitout Improvements or otherwise affect, the Facility structure or systems, and (c) do not interfere with the operations of any other occupant of prior to the installation of any Fitout Improvement. Customer agrees to repair, at its own cost, any damage to the Facility caused by its employees, agents, End Users, contractors or representatives (including all individuals placed on the Access List by Customer), including but not limited to any damage caused with respect to the installation, alteration, removal or use of the Fitout Improvements. Upon termination or expiration of the Agreement, Customer shall remove all Fitout Improvements and restore the Designated Space substantially to its condition as of the date on which the Designated Space was first made available to Customer, reasonable wear and tear excepted. 3. Customer Equipment. (a)Unless otherwise set forth in an Order Form, Customer is solely responsible for the provision, operation and maintenance of all equipment within a Designated Space, including Customer Equipment. CyrusOne shall not be responsible for the provision, operation or maintenance of any Customer Equipment or any other equipment located in the Designated Space. Customer alone bears the risk of loss with respect to the Customer Equipment. Customer shall CyrusOne Confidential Information 2 operate all Customer Equipment in accordance with published technical specifications and in compliance with all CyrusOne Policies. (b)Subject to Section 10 (Removal of Customer Equipment; Holdovers) of this Colocation Addendum, Customer retains all right, title and interest in and to any Customer Equipment, and CyrusOne shall not place any liens or encumbrances on the Customer Equipment, provided that Customer is not in default under the Agreement. (c)Customer is required, at its own expense, to install and maintain a cold aisle enclosure system for all cabinet rows located in the Colocation Space. and exhaust (hot air) from Customer Equipment is minimized. Customer cold aisle enclosure solution, or subject to (not to be unreasonably withheld), another third party cold aisle enclosure solution. (d)Customer may not sublicense or permit access to or use of the Facility or any Designated Space by any third parties. Notwithstanding the foregoing, Customer may allow its customers who are obtaining services from Customer to locate equipment in the Colocation Space if necessary for (and for the sole purpose of) obtaining such services from Customer, provided that: (i) Customer shall ensure that all such Persons abide by the terms of the Agreement and the CyrusOne Policies; (ii) Customer is solely responsible for all acts and omissions of any such customer as well as for any such equipment; and (iii) as between Customer and CyrusOne, all such equipment shall be considered Customer Equipment for purposes of the Agreement and subject to all of the terms and conditions of the Agreement pertaining to Customer Equipment. (e)Customer acknowledges and agrees that Customer is solely responsible for maintaining appropriate security, protection and backup for all Customer Property stored, processed, transmitted through or otherwise residing on Customer Equipment, and further acknowledges and agrees neither CyrusOne nor any of its Affiliates has any control over nor accepts any responsibility whatsoever for any Customer Property. 4. Power. 4.1.General. Customer acknowledges that electricity is provided from a third party power utility company with rates that are subject to change without notice. For Order Forms in which Services are purchased under a metered power model, CyrusOne shall pass through power costs to Customer in accordance with the equation set forth in the applicable Order Form. For Order Forms in which Services are not purchased under a metered power model, CyrusOne may increase the rates associated with existing Services at any time in order to pass through increases in the underlying power utility costs associated with such Services and such increase shall be effective upon the date set f notice thereof to Customer. In addition, CyrusOne reserves the right to pass through to Customer any carbon surcharges. 4.2.Contracted Power. The power threshold set forth in an Order Form represents the total amount of power that Customer is allowed to utilize in the Designated Space and for which Customer is required to pay Contracted Power . Customer shall not exceed the Contracted Power without Cyrus during the applicable Service Term, CyrusOne may require Customer, and Customer hereby agrees, to amend its Order Form to increase the Contracted Power to an amount at least equal to the amount of such excess usage, and Customer also shall pay for the additional utilization used by Customer prior to the effective date of any such amended Order Form. For illustrative purposes only, if lization reaches 120 kW, CyrusOne may require Customer to increase its Contracted Power under the applicable Order Form by up to 20 kW, and Customer also shall pay for such additional utilization it incurred prior to such amendment. 4.3.Power Whips. As reque power whips reasonably required by Customer in the Facility. In the event Customer desires to install power whips with a capacity in excess of one hundred fifty percent (150%) of the Contracted Power, such installation shall be subject to , which approval may be conditioned by CyrusOne upon Customer increasing its Contracted Power such that the capacity of the power whips installed does not exceed one hundred fifty percent (150%) of the increased Contracted Power. 5. Connectivity Services. CyrusOne shall provide the Services described in this Section 5 (Connectivity Services) to the extent ordered by Customer as set forth in an Order Form. 5.1.Cross Connects. Cross Connects are the physical interconnections within a Facility that connect Customer Equipment to a third party. Customer, at its cost and expense, may request that CyrusOne complete Cross Connects to or from third-party carriers within the Facility. CyrusOne shall provide and install all Cross Connects in the Facility. All points of interconnection, conduit and/or cable routes and other details shall be determined by CyrusOne in its sole CyrusOne Confidential Information 3 discretion and shall belong to CyrusOne at all times. The responsibility of CyrusOne with regard to the installation of Cross Connects shall be to run and terminate a physical cable and test the cable to confirm the physical layer thereof. Customer shall have sole responsibility for the circuit underlying a Cross Connect, including initial turn-up, integration, logical function and other use thereof. Customer expressly recognizes that other than completing the Cross Connect, CyrusOne shall have no responsibility whatsoever for the nature, performance, quality, integration, protocol, timelines, utility or other features of circuit(s) provided by a third party carrier or provider, which shall be governed solely by ss otherwise expressly agreed in writing by CyrusOne, all third party carriers shall be located at a dedicated area determined in Cy discretion. 5.2.IP Bandwidth. To the extent Customer purchases IP bandwidth services, Customer shall be responsible for the consumption of bandwidth which is attributable to Customer or its IP space, including without limitation any consumption that occurs as a result of any denial of service attack, virus, Customer system, proxy compromise, or otherwise. Customer shall secure its network and related elements at all times from attack and/or other abuse. Unless otherwise set forth in an Order Form, CyrusOne uses an industry standard 95th percentile analysis to measure usage for IP bandwidth service which allows Customer to burst beyond a given committed rate. IP addresses provided to Customer hereunder shall remain the sole property of CyrusOne. CyrusOne shall be deemed to have granted to Customer a nontransferable and non-assignable license to use the IP addresses provided by CyrusOne during the applicable Service Term. CyrusOne shall have the right, from time to time, to require Customer to change its IP addresses if required by the IP provider. 5.3.Circuits. To the extent CyrusOne agrees in an Order Form to procure a circuit from a third party carrier for is, and at all times shall be, governed by and remain subordinate and subject to any lease, license or other agreement between CyrusOne and the underlying carrier with respect to such circuit. 6. Service Levels. CyrusOne shall use commercially reasonable efforts to deliver the Services in accordance with the Service Levels set forth in Attachment 1 (Service Level Agreement) attached to this Colocation Addendum. 7. Condemnation. In the event a Facility (or part thereof) affecting the Designated Space is taken by right of Taking business in the Designated Space in a manner reasonably comparable to that conducted immediately before such Taking, then CyrusOne may elect, at its expense, to: (a) relocate Customer to space within twenty-five (25) miles of such Facility that is reasonably comparable to such Facility, provided that CyrusOne notifies Customer of its intention to do so prior to the effective date of the Taking; or (b) terminate the applicable Order Form to the extent of the Taking, in which case the MRC shall be adjusted proportionally to account for such terminated Services. If CyrusOne does not elect to relocate Customer following such Taking, then Customer may terminate the applicable Order Form as of the date of such Taking by giving written notice to CyrusOne not later than the date sixty (60) days after the Taking, and the Charges shall be apportioned as of the date of such Taking. If CyrusOne does not relocate Customer and Customer does not terminate the Order Form, then the charges shall be adjusted on a reasonable basis as to that portion of the Customer Facility rendered untenable by the Taking. Any such relocation may be for a portion of the remaining Service Term or the entire Service Term. 8. Third Parties. Customer may provide services to its customers that incorporate the Services provided by CyrusOne, including without limitation providing colocation Services to its customers in the Colocation Space. Any End User(s) direct obligation to any End Users. Customer shall be the exclusive customer of record for all Services and shall be responsible for all obligations associated with the use of such Services, including without limitation all payment obligations which include, by way of example, carrier termination charges, broker fees, licenses and ordered equipment. As between Customer and CyrusOne, Customer will be responsible and liable for all services provided to its End Users, including all credit verification, billing, collection, customer service, and support necessary to provide such services. Customer will not make any representation, warranty or covenant to any End User that would misrepresent or conflict with the Agreement. No End User or any other third party shall be considered a party to or beneficiary of the Agreement or have any claim under the Agreement against CyrusOne. 9. Office Space; Storage Space. Any Office Space includes the standard features (and, with respect to Office Space, standard services) as set forth therein. Additional features, functions (e.g., additional security or buildout) and services (including any utilities or other services in addition to those identified in the applicable Order Form, or services in frequency, scope, quality or quantity substantially greater than those which CyrusOne determines are normally required for general office use) shall be subject to additional charge. If any lights, machines or equipment (including but not limited to computers) used by Customer in the Office Space or Storage Space materially affect the tempera -conditioning system or generate CyrusOne Confidential Information 4 substantially more heat in the Facility than that which would normally be generated by the lights and business machines typically used for general office use, then CyrusOne shall have the right to install any machinery or equipment which CyrusOne considers reasonably necessary in order to restore the temperature balance between the Office Space or Storage Space and the rest of the Facility, including but not limited to equipment -conditioning system. Customer shall reimburse CyrusOne for all costs expended by CyrusOne to install any such machinery and equipment and all costs of operation and maintenance occasioned by such installation. 10. Removal of Customer Equipment; Holdovers. (a) No later than the conclusion of the applicable Service Term or the effective date of any earlier termination of the Agreement, whichever occurs first, Customer shall: (i) vacate and return the Designated Space to CyrusOne in the same condition as it was in when first made available to Customer, reasonable wear and tear excepted; and (ii) remove all Customer Equipment and any other Customer Property from the Designated Space. (b) Any period of time that Customer occupies the Designated Space beyond the Service Term is considered Holdover Period During any Holdover Period: (i) Customer shall be deemed a holdover customer, regardless of whether CyrusOne continues to provide Services for the benefit of Customer; (ii) CyrusOne may use reasonable efforts to continue to provide to Customer the Services set forth in the applicable Order Form; provided, however, that Service Levels, credits and other remedies relating to performance or non-performance of the Services shall cease to apply; (iii) Customer; and (iv) in addition to all other rights, damages and remedies to which CyrusOne may be entitled (including but not limited to suspension of the Services)C shall increase as follows: (A) for the first six (6) months following the end of the Service Term, an amount equal to one hundred fifty percent (150%) of the MRC payable during the last month of the Service Term; and (B) after the initial six (6) month Holdover Period, an amount equal to two hundred percent (200%) of the MRC payable during the last month of the Service Term. Nothing contained herein, nor any act (or failure to act) of CyrusOne Property and vacate the Designated Space by the end of the applicable Service Term. (c) In addition to the foregoing, if the Customer Equipment has not been removed or retrieved by Customer by the end of the applicable Service Term, then Customer shall be deemed to have abandoned the Customer Equipment, to have surrendered all rights to its ownership or possession, and to have authorized CyrusOne to dispose of or use the Customer Equipment in such manner and for such terms as CyrusOne may determine in its sole discretion, without liability or compensation to Customer. Without limiting the generality of the foregoing, during any Holdover Period and without liability or compensation to Customer, CyrusOne may, at its election and at Custom exercise any of the following rights (or any combination thereof): (i) remove the Customer Equipment, including from the Designated Space or the Facility, and store it (ii) ship the Customer Equipment to Customer at the address for Customer ; or (iii) dispose of or use the Customer Equipment in such manner as CyrusOne may determine in its sole discretion; or (iv) use the Customer Equipment in such manner as CyrusOne may determine in its sole discretion; provided, however, that in the event of subparts (i) or (ii), Customer shall pay the cost in advance for CyrusOne to remove and store or ship the Customer Property and in the event of any such use under subpart (iv), CyrusOne shall use commercially reasonable efforts to dispose of any data, information or content residing in any Customer Equipment prior to such use. 11. Additional Services. Subject to any express terms set forth in an Order Form, Customer may purchase additional services offered by CyrusOne from time to time as described or otherwise set forth in the Customer Support Guide in effect at the time such services are requested, at the rates (and, if applicable, for the increments) set forth in such Customer Support Guide or as otherwise published by CyrusOne from time to time. 12. Service Issue Reporting. Customer may report performance issues and deficiencies relating to the Services to CyrusOne by contacting the CyrusOne Global Service Desk as further described in the Customer Support Guide. 13. Reserved Rights. As between Customer and CyrusOne, title to all Facilities and equipment used to deliver the Services (except Customer Equipment) shall remain with CyrusOne. CyrusOne (and its employees or contractors, where applicable) retain the right to: (a) enter or access the Designated Space for any legitimate business purpose, including without limitation, to compliance with the terms and conditions of the Agreement and to take any reasonable measures to prevent damage or loss from occurring to the Facility, or any portion thereof, or customers of CyrusOne (other than Customer); (b an uncured breach by Customer of the terms and conditions of the Agreement; and (c) provide access to the Facility and/or the Designated CyrusOne Confidential Information 5 Space as CyrusOne deems necessary or appropriate in response to a request by law enforcement authorities or as required by Applicable Law. By the signatures of their duly authorized representatives below, CyrusOne and Customer, intending to be legally bound, agree to all of the provisions of this Colocation Addendum effective as of the Colocation Addendum Effective Date. Metropolitan Area EMS Authority CyrusOne LLC Signature Signature Print Name Douglas R. Hooten Print Name John B. Gould Title Chief Executive Officer Title EVP, Chief Commercial Officer CyrusOne Confidential Information 6 ATTACHMENT 1 TO COLOCATION SERVICES ADDENDUM 1. General. This Service Level A SLA is provided pursuant to the terms of the Agreement, including Section 6 (Service Levels) of the Colocation Services Addendum. 2. Calculation. The monthly percentages set forth in this SLA are calculated by factoring the amount of time such Service is available (for availability Service Levels) and/or stable (for stability Service Levels) against the total time in each month. Unless otherwise indicated herein, with regard to all Service Levels, the calculation of any period of unavailability or instability shall begin upon verified receipt of an alarm indicating an outage or the receipt by CyrusOne s Customer Service Desk of a detailed report from CyrusOne or Customer stating that a Service is unavailable and the opening of a trouble ticket. The period of unavailability or instability shall end when the affected Service has been restored. 3. Applicability of Service Levels for Internet Solution and Metro IX . Each of (a) the Internet Solution Availability Service Level (b) the Metro IX Availability Service Level (c) the IX City to City Ethernet Availability and (d) the IX City to City Wave Availability shall apply only to the extent that each such service is ordered by Customer and set forth on a signed Order Form. 4. Service Levels and Service Credits. In the event CyrusOne fails to achieve a Service Level set forth below in any given calendar month during the applicable Service Term (but in all cases subject to the exclusions set forth in Section 5 (Exclusions) below), Customer may claim the Service Credit corresponding to the applicable failure (as set forth in the table below) by providing CyrusOne with a written request for such Service Credit within thirty (30) days after receipt of an invoice from CyrusOne for the period in which the Service Level was not achieved. a shall be the basis for all Service Level calculations and determinations. Service Credits are sole and exclusive remedy or failures with respect to the Services. Service Credits shall not have any cash value at the end of the Service Term or otherwise. Unless otherwise stated in the table below, Service Credits are calculated based on the total MRC paid by Customer that is (a) attributed to use of the Colocation Space with respect to which the Service Level failure occurred and (b) the calendar month in which such Service Level failure occurred SLA Credit Baseline . Notwithstanding anything to the contrary, the maximum amount of Service Credits in any calendar month under the SLA shall not exceed fifteen percent (15%) of the SLA Credit Baseline. If Customer is in multiple Colocation Spaces, Service Credits are calculated on a space-by-space basis such that a Service Credit shall be given only for a failure in the particular Colocation Space that is the subject of the Service Level failure. For any multiple Service Level event with the same root cause, only the Service Level with the highest Service Credit available shall apply (i.e., multiple Service Credits for the same event will not be given). Service Level Description Percentage Service Credit Power Availability The power availability SLA shall become effective only once Customer has purchased and is properly utilizing Power Demarc. The Power Demarc of the power whip attached to each Customer power distribution unit or power strip. CyrusOne will provide power to the Power Demarc (Power Availability ). Power shall be deemed unavailable if the electricity feeds in both power whips A and B fail simultaneously, for any amount of time, on the CyrusOne side of the Power Demarc. Power Availability shall be provided by CyrusOne to Customer at 100% 100% No Credit <100% >99.5% 3% of SLA Credit Baseline <99.5% >99.0% 5% of SLA Credit Baseline <99.0 % >98.5% 10% of SLA Credit Baseline <98.5% 15% of SLA Credit Baseline CyrusOne Confidential Information 7 Service Level Description Percentage Service Credit uptime per month (Power Availability Service Level ). For purposes of determining whether the Power Availability Service Level has been achieved, the percentage of availability shall be calculated each month during the Service Term as follows: (Total minutes of Power Availability per month) / (Total minutes per month). Customer shall be entitled to a Service Credit as set forth in this Section in the event the Power Availability Service Level is not achieved. The Service Credit is expressed as a percentage of Customer s MRC in a Colocation Space for the month in which the Power Availability Service Level is not achieved. Temperature Stability The Temperature Stability SLA shall become effective once Customer has properly installed blanking panels and a cold aisle containment system in the Colocation Space. CyrusOne will maintain the air temperature within the portion of the Facility in which the Colocation Space is located (the Data Hall within the Recommended Range under the 2011 ASHRAE TC 9.9 A2 Thermal Guidelines (Recommended Temperature Guidelines as measured at the supply air demarcation points serving the Data Hall (Temperature Stability ). CyrusOne shall determine the location of all demarcation points for the Data Hall. Temperature instability shall be deemed to occur if the average temperature across all measurement points is outside the Recommended Temperature Guidelines for a period of time exceeding forty-eight (48) consecutive hours (Temperature Baseline Instability ). For the avoidance of doubt, Temperature Baseline Instability shall not be deemed to have commenced until after expiration of the forty-eight (48)-hour grace period. In addition, if at any time the average temperature across all measurement points in the Data Hall is outside the allowable range under the Recommended Temperature Guidelines as measured at the supply >99.98% No Credit <99.98% >99.5% 3% of SLA Credit Baseline <99.5% >99.0% 5% of SLA Credit Baseline <99.0 % >98.5% 10% of SLA Credit Baseline <98.5% 15% of SLA Credit Baseline CyrusOne Confidential Information 8 Service Level Description Percentage Service Credit air demarcation points serving the Data Hall, then temperature instability shall be deemed to occur (High Temperature Instability Temperature Baseline Instability and High Temperature Instability, collectively, shall be referred to as Temperature Instability . Purely localized conditions within a particular Customer cabinet, Customer rack or other enclosed space do not constitute an event of Temperature Instability. For purposes of determining whether the Temperature Stability Service Level has been achieved, the percentage of stability shall be calculated each month during the Service Term as follows: (Total minutes of Temperature Stability per month) / (Total minutes per month). Customer shall be entitled to a Service Credit as set forth in this Section in the event the Temperature Stability Service Level is not achieved. The Service Credit is expressed as a percentage of Customer s MRC in a Colocation Space for the month in which the Temperature Stability Service Level is not achieved. Humidity Stability The Humidity Stability SLA shall become effective once Customer has properly installed blanking panels and a cold aisle containment system in the Colocation Space. CyrusOne will maintain the humidity within the Data Hall within the Recommended Range under the 2011 ASHRAE TC 9.9 A2 Thermal Guidelines (Recommended Humidity Guidelines ) as measured at the supply air demarcation points serving the Data Hall (Humidity Stability ). CyrusOne shall determine the location of all demarcation points for the Data Hall. Humidity instability shall be deemed to occur if the average relative humidity across all measurement points is outside the Recommended Humidity Guidelines for a period of time exceeding forty-eight (48) consecutive hours (Humidity Baseline Instability ). For the avoidance of doubt, Humidity Baseline Instability shall not be deemed to have commenced until after >99.98% No Credit <99.98% >99.5% 3% of SLA Credit Baseline <99.5% >99.0% 5% of SLA Credit Baseline <99.0 % >98.5% 10% of SLA Credit Baseline CyrusOne Confidential Information 9 Service Level Description Percentage Service Credit expiration of the forty-eight (48)-hour grace period. In addition, if at any time the average humidity across all measurement points in the Data Hall is outside the allowable range under the Recommended Humidity Guidelines as measured at the supply air demarcation points serving the Data Hall then humidity instability shall be deemed to occur (High Humidity Instability ). Humidity Baseline Instability and High Humidity Instability, collectively, shall be referred to as Humidity Instability . Purely localized conditions within a particular Customer cabinet, Customer rack or other enclosed space do not constitute an event of Humidity Instability. For purposes of determining whether the Humidity Stability Service Level has been achieved, the percentage of stability shall be calculated each month during the Service Term as follows: (Total minutes of Humidity Stability per month) / (Total minutes per month). Customer shall be entitled to a Service Credit as set forth in this Section in the event the Humidity Stability Service Level is not achieved. The Service Credit is expressed as a percentage of Customer s MRC in a Colocation Space for the month in which the Humidity Stability Service Level is not achieved. <98.5% 15% of SLA Credit Baseline Cross Connect Availability Cross Connects shall be provided by CyrusOne with 99.99% availability Cross Connect Service Level A Cross Connect is considered unavailable when the passive physical media that CyrusOne uses for the Cross Connect fails and the endpoints of the Cross Connect are not able to maintain a communication connection due to the failure of the physical media. For purposes of determining whether the Cross Connect Service Level has been achieved, the percentage of availability shall be calculated as follows: (Total minutes of Cross Connect availability per month) / (Total minutes per month). Customer shall be entitled to a Service Credit as set forth in this Section in the > 99.99% No credit <99.99% 100% of Cross Connect MRC CyrusOne Confidential Information 10 Service Level Description Percentage Service Credit event the Cross Connect Service Level is not achieved. The Service Credit is expressed as a percentage of Customer s Cross- Connect MRC for the month in which the Cross Connect Service Level is not achieved (and not, for the avoidance of doubt, the SLA Credit Baseline). Internet Solution Availability The Internet Solution Service Level is available only if Customer has ordered Services configured with two (2) for the same Service. CyrusOne will use commercially reasonable efforts to network demarcation point through at least one network feed in the Network Availability olution demarcation point shall be the CyrusOne patch panel in the Colocation Space. The network shall be deemed unavailable if both network feeds are unavailable, simultaneously for any amount of time. Network Availability shall be provided by CyrusOne with one-hundred percent (100%) uptime Network Service Level For purposes of determining whether the Network Service Level has been achieved, Network Availability shall be calculated as follows: (Total minutes of Network Availability per month) / (Total minutes per month). The Service Credit is expressed as a percentage of Customer s MRC for Internet Solution Services for the month in which the Internet Solution Availability Service Level is not achieved (and not, for the avoidance of doubt, the SLA Credit Baseline). 100% No Credit <100% >99.99% 10% of Internet Solution MRC <99.99% >99.9% 15% of Internet Solution MRC <99.9 % >99.0% 25% of Internet Solution MRC <99.0 % >98.5% 50% of Internet Solution MRC <98.5 % 75% of Internet Solution MRC Metro IX Availability The purpose of the Metro IX service Metro IX is to provide connectivity between CyrusOne data centers and carrier hotels within the same metropolitan area. Metro IX backbones consist of dark fiber (leased from carriers or owned by CyrusOne), leased circuits, and CyrusOne owned and controlled network equipment. Customers have the option to procure Single Connection 100% >99.9% No Credit <99.9% >99.5% 15% of Metro IX MRC <99.5% >99.0% 25% of Metro IX MRC <99.0 % >98.5% 50% of Metro IX MRC CyrusOne Confidential Information 11 Service Level Description Percentage Service Credit a single connection or dual connections for redundancy. CyrusOne will use commercially reasonable efforts to deliver Metro IX Network Demarcation Point Metro IX Availability network demarcation point shall be the CyrusOne patch panel in the Colocation Space. The Metro IX shall be deemed unavailable if Customer is unable to pass traffic over the connection. Metro IX Availability shall be provided by CyrusOne with 99.9% uptime for single connections and 99.999% uptime for dual Metro IX Service Level For purposes of determining whether the applicable Metro IX Service Level has been achieved, Metro IX Availability shall be calculated as follows: (Total minutes of Metro IX Availability per month) / (Total minutes per month). The Service Credit is expressed as a percentage of Customer s MRC for Metro IX Services for the month in which the Metro IX Service Level is not achieved (and not, for the avoidance of doubt, the SLA Credit Baseline). <98.5% 75% of Metro IX MRC Dual Connection 100% >99.999% No Credit <99.999% >99.99% 5% of Metro IX MRC <99.9% >99.0% 25% of Metro IX MRC <99.0 % >98.5% 50% of Metro IX MRC <98.5% 75% of Metro IX MRC IX City to City Ethernet Availability The purpose of the IX City to City IX C2CE provide connectivity between CyrusOne data centers and carrier hotels in different states or different metropolitan areas (e.g., Chicago to Dallas or Houston to Dallas) over a packet switched Ethernet network. IX C2CE backbones consist of dark fiber (leased from carriers or owned by CyrusOne), leased circuits, and CyrusOne owned and controlled network equipment. Customers have the option to procure a single connection or dual connections for redundancy. CyrusOne will use commercially reasonable efforts to IX C2CE traffic to the IX C2CE network demarcation p IX C2CE Availability Network Demarcation Point shall be the CyrusOne patch panel in the Colocation Space. The IX C2CE shall Single Connection 100% >99.9% No Credit <99.9% >99.5% 15% of IX C2CE MRC <99.5% >99.0% 25% of IX C2CE MRC <99.0 % >98.5% 50% of IX C2CE MRC <98.5% 75% of IX C2CE MRC Dual Connection 100% >99.999% No Credit <99.999% >99.99% 5% of IX C2CE MRC <99.9% >99.0% 25% of IX C2CE MRC CyrusOne Confidential Information 12 Service Level Description Percentage Service Credit be deemed unavailable if Customer is unable to pass traffic over the connection. IX C2CE Availability shall be provided by CyrusOne with 99.9% uptime for single connections and 99.999% uptime for dual IX C2CE Service Level whether the applicable IX C2CE Service Level has been achieved, the IX C2CE Availability shall be calculated as follows: (Total minutes of IX C2CE Availability per month) / (Total minutes per month). The Service Credit is expressed as a percentage of Customer s MRC for IX C2CE Services for the month in which the IX C2CE Service Level is not achieved (and not, for the avoidance of doubt, the SLA Credit Baseline). <99.0 % >98.5%50% of IX C2CE MRC <98.5% 75% of IX C2CE MRC IX City to City Wave Availability The purpose of the IX City to City IX C2CW is to provide connectivity between CyrusOne data centers and carrier hotels in different states or different metropolitan areas (e.g., Chicago to Dallas or Houston to Dallas) in the form of an optical wavelength. IX C2CW backbones consist of dark fiber (leased from carriers or owned by CyrusOne), leased circuits, and CyrusOne owned and controlled network equipment. Customers have the option to procure a single connection and may have the option to procure diverse connections for redundancy. CyrusOne will use commercially reasonable efforts to to the IX C2CW network demarcation IX C2CW Availability C2CW network demarcation point shall the CyrusOne patch panel in the Colocation Space. The IX C2CW shall be deemed unavailable if Customer is unable to pass traffic over the connection. IX C2CW Availability shall be provided by CyrusOne with 99% uptime for single Single Connection 100% >99.9% No Credit <99.9% >99.5% 15% of IX C2CW MRC <99.5% >99.0% 25% of Metro IX C2CW MRC <99.0 % >98.5% 50% of Metro IX C2CW MRC <98.5% 75% of Metro IX C2CW MRC Dual Connection 100% >99.999% No Credit <99.999% >99.99% 5% of Metro IX C2CW MRC <99.9% >99.0% 25% of Metro IX C2CW MRC <99.0 % >98.5% 50% of Metro IX C2CW MRC CyrusOne Confidential Information 13 Service Level Description Percentage Service Credit connections and 99.999% uptime for IX C2CW Service Level For purposes of determining whether the applicable IX C2CW Service Level has been achieved, the IX C2CW Availability shall be calculated as follows: (Total minutes of IX C2CW Availability per month) / (Total minutes per month). The Service Credit is expressed as a percentage of Customer s MRC for IX C2CW Services for the month in which the IX C2CW Service Level is not achieved (and not, for the avoidance of doubt, the SLA Credit Baseline). <98.5% 75% of Metro IX C2CW MRC 5. Exclusions. For purposes of determining the percentage of availability, stability or other measure for any Service Level under this SLA, the following causes will be excluded from the calculation (e.g., if unavailability or instability are due to any of the causes listed below, such unavailable or unstable time shall be included as available or stable for purposes of calculating the percentage of availability or stability): (a)Customer not utilizing or implementing the redundancy components of the infrastructure provided by CyrusOne including without limitation Customer s failure to purchase or properly utilize an A and B power whip to the Power Demarc; (b)scheduled maintenance during a maintenance window communicated to Customer; (c)Denial of Service (DoS ), Distributed DoS attacks, or similar cyber-attacks on or through the network (Denial-of-Service attack means any explicit attempt by attackers to prevent legitimate users of a service from using that service. Examples include but are not limited to (i) attempts to flood a network, thereby preventing legitimate network traffic; (ii) attempts to disrupt connections between two machines, thereby preventing access to a service; (iii) attempts to prevent a particular individual from accessing a service; or (iv) attempts to disrupt service to a specific system or person); (d)acts or omissions of Customer or its employees, agents, customers, contractors, representatives, or a third party acting at the direction of Customer; (e)CyrusOne following or implementing instructions or procedures issued by Customer; (f)a Force Majeure Event; and (g)any other exclusions set forth in the Agreement. 6. Third Party Circuit Availability. A 3rd Party Circuit is a s exclusive use and provided by a third-party vendor that is not an Affiliate of CyrusOne. The purpose of a 3rd Party Circuit 3PC ervice is to provide connectivity within a metropolitan area or between metropolitan areas from locations where CyrusOne has a network node and other locations where CyrusOne does not have a network node (for example and without limitation, Facility in Chicago to Customer's enterprise office in Chicago, Facility in All Service Credits for 3PC (if any) will be passed through from the underlying telecom carrier providing the 3PC service Underlying Carrier . To the extent applicable, CyrusOne shall identify and provide the applicable Service Level Agreement provided by the Underlying Carrier, if any, upon . The demarcation p Facility(ies) will be the CyrusOne panel in the Colocation Space. At locations other than a CyrusOne Facility, the demarcation p service demarcation point. Unless otherwise expressly agreed in the applicable Order Form, Customer shall be responsible for extending the s service demarcation point ervice demarcation point, and shall also be operationally and financially responsible for all building access rights, licenses, fees, and any other obligation associated with the 3PC service. F�RT ��RTH�} City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Cyrusone, LLC. Subject of the Agreement: Consent of Assignment Agreement with CyrusOne, LLC - Medstar transfer M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? XYes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: If�different from lhe approval dale. Expiration Date: If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the infor7nation is required and if the information is nol provided, the contract will be returned to the department. 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