The URL can be used to link to this page

19-160 Cyxtera, Master Agreement DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera. Cyxtera Master Agreement This Cyxtera Master Agreement (this "MA") is entered into by and Date"). Any amount not disputed by Customer bythe Due Date shall be between Cyxtera Communications, LLC, a Missouri limited liability deemed correct and binding upon Customer and Customer waives any company("Cyxtera"),and the City of Cupertino,a Municipal Corporation right to dispute any such amount after the Due Date. Any Undisputed ("Customer"),and is effective on the date the last party signs this MA(the Charge not paid by the Due Date or Resolved Charge not paid by the "Effective Date"). The parties agree that as of the Effective Date,this Resolved Charge Due Date is subjectto late interest at the lesserof 1.5% Agreement shall constitute the complete and exclusive statement of the per month or the maximum rate allowed bylaw. In the event Customer agreement between Cyxtera and Customer with respect to the subject does not pay an Undisputed Charge by the Due Date or Resolved Charge matter herein and that this Agreement shall supersede and replace any by the Resolved Charge Due Date, Customer shall be liable for the prior agreements between Cyxtera and Customer regarding the subject payment of all fees and expenses,including reasonable attorneys'fees, matter herein, including, for the avoidance of doubt, the applicable incurred by Cyxtera in collecting, or attempting to collect, any such service agreement(s)located at https:/Iwww.cyxtera.com/legal/product- amount. Customer's payments to Cyxtera must be made by wire and-service-terms-and-conditions (the "Original MSA"). transfer,ACH,check or any other Cyxtera approved payment method. Notwithstanding the foregoing,all Service Orders and Services entered Cyxtera's acceptance of late or partial payments(even those marked, into under the Original MSA and currently in effect on the Effective Date "paid in full")and late payment charges is not a waiver of its right to will remain in effect subject to the terms and conditions of this collect the full amount due. Agreement. This MA provides the general terms and conditions applicable to Customer's purchase of products and services("Products"or q. Taxes. All fees stated are exclusive of Tax. Customer is "Services")under a schedule(s)or service schedule(s)(each,a"Schedule" responsible for all taxes,duties,fees and other governmental charges of or"Service Schedule"). any kind(otherthan taxes based on the net income of Cyxtera)imposed by any governmental entity on the provision,sale or use of the Services 1. Services;Service Schedules. Cyxtera,or an Affiliate thereof, or required by any governmental entity to be assessed on Customer in may enter into one or more Service Schedules with Customer, or an connection therewith (collectively, "Taxes"). All payments due to Affiliate thereof,which shall set forth the terms and conditions relevant Cyxtera shall be made without any deduction orwithholding on account to, and the process for ordering, the Products and Services covered of any Tax,duty;chargeor penalty,except as required by applicable law, thereby. Except as set forth in the relevant Service Schedule, each in which case the sum payable by Customer in respect of which such Affiliate of a party entering into a Service Schedule shall be solely and deduction or withholding is to be made shall be increased to the extent exclusively responsible for all liabilities and obligations arising necessary to ensure that,after making such deduction or withholding, thereunder. Cyxtera receives and retains(free from any liability in respect thereof, other than with respect to taxes based on the net income of Cyxtera)a 2. Term;Termination. The term of this MA will commence on net sum equal to the sum it would have received but for such deduction the Effective Date and continue until terminated in accordance with the or withholding being required. Customer may present Cyxtera with a terms hereof. Either party may terminate the Agreement upon written valid Tax exemption certificate; Cyxtera will give effect thereto notice to the other party following expiration or termination of the last prospectively for as long as such Tax exemption certificate remains effective Service being provided or to be provided under a Service valid. Schedule. 5. Confidentiality. Except as set forth in the Agreement,neither 3. Payment. Cyxtera may begin invoicing for specific Services receiving party will,without the prior written consent of the disclosing as specified in the applicable Service Schedule. Invoices will be sent by party, disclose or use the Confidential Information of the disclosing Cyxtera to Customer in accordance with Cyxtera's standard invoicing party. Each receiving party will protect the disclosing party's practices (for example, manner of sending invoices, information on Confidential Information using at least the same efforts the receiving invoices,format of invoices). Unless otherwise indicated,all charges are party uses to protect its own confidential information of a similar' quoted and payable in United States dollars. For convenience,a single nature,but in no event less than commercially reasonable efforts. Each Cyxtera entity may invoice Customer for Cyxtera Affiliate provided receiving party agrees to limit disclosure and access to the disclosing Services. Invoiced amounts are due in full within thirty(3o)days of the party's Confidential Information to those of its officers, employees, date of delivery of the invoice to Customer(the"Due Date"). To dispute contractors, attorneys or other representatives who (a) reasonably a charge on an invoice, Customer must submit a written notice to require such access in connection with the consummation of the j Cyxtera identifying the specific charge in dispute and providing transactions contemplated under the Agreement or prosecuting or reasonable supporting documentation by the Due Date. Customer may defending any claim arising under or with respect to the Agreement,(b) withhold payment of any amount disputed in good faith in accordance are made aware of the Confidential Information's confidential nature with this Section 3,but shall remain obligated to make timely payment and(c)are subject to confidentiality obligations at least as restrictive as of all other charges ("Undisputed Charges") by the Due Date. In the those set forth herein. Each receiving party agrees not to use the event Customer disputes an amount in accordance with this Section 3, disclosing party's Confidential Information for any purpose other than the parties will work in good faith to resolve the dispute. If the parties in connection with the consummation of the transactions contemplated mutually determine that a disputed charge is in error, Cyxtera will under the Agreement or prosecuting or defending any claim arising reverse the amount incorrectly billed or, if Customer has already paid under or with respect to the Agreement. Nothing in the Agreement such disputed charge to Cyxtera, issue a credit to Customer. If the shall be deemed or construed to grant to the receiving party a license to parties mutually determine that a disputed charge was billed correctly sell, develop, exploit or create derivatives of the disclosing party's ("Resolved Charge"),Customer's payment will be due no later than ten Confidential Information. A receiving party may disclose the disclosing (1o)days after such mutual determination(the"Resolved Charge Due party's Confidential Information to the extent required to do so by 1 Last Updated:September11,2029 I DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 low xtera applicable law,provided,that,(i)to the extent legally permissible,the LOSS OR LIABILITY ARISING OUT OF HACKING OR SIMILAR receiving party notifies the disclosing party prior to making any such MALICIOUS ACTIVITY, OR ANY ACT OR OMISSION OF CUSTOMER, disclosure so asto enable the disclosing partyto seek such protection as AND(D)CYXTERA DOES NOT WARRANT THAT THE PRODUCTS OR may be available to preserve the confidentiality of such Confidential SERVICES ARE OR WILL BE ERROR-FREE OR THAT THE USE OR Information and(ii)the receiving party discloses only such information OPERATION OF THE PRODUCTS OR SERVICES WILL BE as its counsel advises is legally required to be disclosed. UNINTERRUPTED. Notwithstanding the obligations in this Section 5, neither receiving party's obligations under this Section S shall apply to information that 8. LIMITATION OF LIABILITY. THIS MA SETS FORTH (s) is at the time of disclosure by the disclosing party to the receiving CERTAIN GENERAL TERMS AND CONDITIONS RELATING TO THE party in the public domain or,at any time thereafter enters the public RELATIONSHIP BETWEEN THE PARTIES. THE SERVICE SPECIFIC domain through no breach of this Section 5 by the receiving party,(a)is LIABILITY PROVISIONS ARE DEFINED IN THE RELEVANT SERVICE already known to the receiving party at the time of its disclosure by the SCHEDULES. EXCEPT AS SET FORTH IN THE APPLICABLE SERVICE disclosing party to the receiving party,(3) is independently developed SCHEDULE,NEITHER PARTY,NOR ITS AFFILIATES,SHALL BE LIABLE by the receiving party without use of or reference to Confidential FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, Information of the disclosing party,or(y) is received by the receiving EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY party from a third party who is not known to the receiving party to be LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, COST OF subject to any restriction on disclosure. Promptly following receipt of PURCHASING REPLACEMENT SERVICES, LOSS OF PROFITS, the disclosing party's written request,the receiving party shall return to REVENUE, DATA, OR DATA USE, UNDER THE AGREEMENT, the disclosing party or destroy(at the receiving party's option)all of the REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH disclosing party's Confidential Information. Each party's obligations LIABILITY IS ASSERTED,AND REGARDLESS OF WHETHER A PARTY under this Section 5 shall survive for two(z)years following expiration HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY. or termination of the Agreement,provided,that,to the extent any of the disclosing party's Confidential Information constitutes a trade g. Intellectual Property. Except as set forth in the applicable secret, the receiving party's obligations under this Section S with Service Schedule,nothing in the Agreement orthe performance thereof respect thereto shall survive until such Confidential Information ceases shall convey, license or otherwise transfer any right, title or interest to so constitute a trade secret(but no less than two(2)years following (express, implied or otherwise) in any information, material, expiration or termination of the Agreement). Each receiving party technology, trademarks, copyrights, service marks, trade names, acknowledges that a threatened or actual breach by it of this Section 5 patents,trade secrets or other form of intellectual property of a party, may result in immediate, irreparable harm to the disclosing party for its Affiliates or their respective licensors to the other party. Except as which monetary damages may not be adequate compensation and, set forth in the applicable Service Schedule, Cyxtera's intellectual consequently,that the disclosing party shall be entitled,in addition to property and proprietary rights include any skills, know-how, all other remedies available to it at law or equity,to seek(without any modifications, other enhancements or derivative works developed or requirementto post bond)injunctive or other equitable relief to prevent acquired by or on behalf of Cyxtera in the course of configuring, such threatened or actual breach. The receiving party will be providing or managing the Service. Customer agrees that it will not, responsible for anyviolation of the terms of this Section S committed by directly or indirectly, circumvent, reverse engineer, decompile, its officers,employees,contractors,attorneys or other representatives. disassemble,reproduce,otherwise attemptto derive source code,trade secrets or other intellectual property, or modify or make derivative 6. Use of Name and Marks. Each party may reference the other works from any information, material, technology, trademarks, party's status as a customer or vendor,as applicable,of the referencing copyrights,service marks,trade names,patents,trade secrets or other party in marketing materials and sales presentations and on such intellectual property of Cyxtera, its Affiliates or their respective referencing party's we.bsite. Each party may use the other party's licensors. Customer agrees that it will not disclose or publish tradenames, trademarks and domain names in connection with the performance benchmark results or test results with respect to the foregoing, provided, that, any use thereof by Customer shall be in Services. accordance with Cyxtera's tradename/trademark usage policy,a copy of which is available to Customer upon request. Neither party may issue zo. Miscellaneous. a press release referencing the other party, directly or indirectly, without such other party's prior written consent. a. Entire Agreement. The Agreement constitutes the sole and entire agreement between the parties with respect to the subject 7. DISCLAIMER OF WARRANTIES. EXCEPT ASSET FORTH IN matter thereof and supersedes all prior and contemporaneous THE APPLICABLE SERVICE SCHEDULE, (A) ALL PRODUCTS AND agreements, representations, warranties and understandings, verbal SERVICES ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS and/or written,with respect thereto. The terms of the Agreement shall AND CUSTOMER'S USE OF THE PRODUCTS AND SERVICES IS supersede the terms in any purchase order or other response made by SOLELY AT ITS OWN RISK, (B) CYXTERA DISCLAIMS ALL EXPRESS Customer and no terms included in any such purchase order or response AND IMPLIED WARRANTIES,EITHER IN FACT OR BY OPERATION OF shall apply to the Agreement or in any way be binding upon Cyxtera. LAW,STATUTORY OR OTHERWISE,INCLUDING, BUT NOT LIMITED TO,ALL WARRANTIES OF MERCHANTABILITY,TITLE,FITNESS FOR b. Amendments. Except as otherwise set forth in the A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, Agreement, the Agreement may only be amended, modified, COMPLETENESS, COMPATABILITY OF SOFTWARE OR EQUIPMENT supplemented or revoked by an instrument in writing signed by both OR ANY RESULTS TO BE ACHIEVED THEREFROM, (C) CYXTERA parties. MAKES NO WARRANTIES OR REPRESENTATIONS THAT ANY PRODUCT OR SERVICE WILL BE COMPLETELY SECURE,FREE FROM z Last Updated:September 21,2029 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera C. Waiver. No waiver by any party of any of the provisions and (vi) any other document governed by, or that is incorporated by hereof shall be (i) effective unless explicitly set forth in writing and reference into, this MA or any of the documents referenced in signed by the party so waiving or(ii)construed as a waiver of the same subclauses(ii)through(v)hereof. provision at any time in the future or of any other provision. No failure to exercise or delay in exercising any right,remedy,power or privilege k. Relationship of the Parties. Cyxtera is an independent arising from the Agreement shall operate or be construed as a waiver contractor and shall not be deemed an employee or agent of Customer. thereof. Nothing in the Agreement shall be construed to create a joint venture, partnership, association or other form of legal entity or business d. Headinos. The headings in the Agreement are for reference enterprise between the parties hereto. Neither party hereto shall have only and shall not affect the interpretation of the Agreement. any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the e. Severability. If any term or provision of the Agreement is other party to any contract,agreement or undertaking with any third invalid, illegal or unenforceable in any jurisdiction, such invalidity, party. illegality or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or I. Force Majeure. The obligations of a party to perform under provision in any other jurisdiction and,in the jurisdiction in which such the Agreement may be temporarily suspended during any period during term or provision is invalid, illegal or unenforceable, such term or which such party is unable to carry out its obligations under the provision will be modified as nearly as possible to reflect the intentions Agreement,when and to the extent such failure or delay is caused by or of the parties so as to no longer be invalid,illegal or unenforceable in results from acts beyond such party's reasonable control (a "Force such jurisdiction. Majeure Event"), and such party shall not have any liability or responsibility to the other party or be deemed to have defaulted under or breached the Agreement for failure or delay in performance to the f. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO extent resulting therefrom (except that no such event shall relieve a HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY party of any obligation to pay any sum due under the Agreement). In RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING, the event Cyxtera is unable to deliver a Service as a result of a Force IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING Majeure Event,Customer shall not be obligated to pay Cyxtera for the AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. affected Service for so long as Cyxtera is unable to deliver such affected Service as a result of the Force Majeure Event. If a Force Majeure Event g. Expenses; Attorneys' Fees. In the event that any party prevents the provision of a particular Service for a period of thirty(30) institutes any Legal Proceeding against the other party,the prevailing consecutive days,either party mayterminate such Service by providing party in the Legal Proceeding shall be entitled to receive,and the non- written notice to the other party,provided,that,the terminating party prevailing party shall pay,in addition to all other remedies to which the exercises its right to terminate before Cyxtera is able to resume prevailing party may be entitled, the reasonable costs and expenses providing such Service. In the event of termination of a Service in (including,without limitation,those incident to appellate, bankruptcy accordance with this Section lo.1,(i)Customer will not be liable for any and post-judgment proceedings) incurred by the prevailing party in "Early Termination Charge"withrespectto such terminated Service and conducting the Legal Proceeding,including reasonable attorneys'fees (ii)Customerwill be entitled to a refund of all pre-paid fees with respect and expenses and court costs. to such terminated Service relating to periods of time(A)following such termination and(B)for which Customer is not obligated to pay for the h. Counterparts;Delivery. (i)This MA,(ii)each Service Schedule affected Service pursuant to this Section 2o.l. and(iii)each other document governed by,or that is incorporated by reference into,this MA or a Service Schedule,may be executed in two M. Assionment;Successors and Assigns. The Agreement will be (2)or more counterparts,each of which shall be deemed an original,but binding upon and inure to the benefit of the parties hereto and their all of which together shall be deemed to be one and the same respective successors and permitted assigns. Neither the Agreement instrument. A signed copy of this MA,any Service Schedule or any such nor any rights or obligations under the Agreement may be transferred, document delivered by facsimile or other electronic means shall be assigned or delegated, in whole or in part, by Customer, without deemed to have the same legal effect as delivery of an original signed Cyxtera's prior written consent, and any attempted transfer, copy of this MA, such Service Schedule or such other document, as assignment or delegation without such consent shall be null and void. applicable. Notwithstanding the foregoing,Customer may assign the Agreement in j its entirety to one of its Affiliates,provided,that,in the event any such i. Survival. The terms of any sections of the Agreement which Affiliate breaches its obligations under the Agreement, Customer and by their nature are intended to extend beyond expiration ortermination such Affiliate will havejoint and several liability to Cyxtera and Cyxtera of (i) this MA, (ii) any Service Schedule or (iii) any other document shall have the right to proceed against either or both of Customer and governed by, or that is incorporated by reference into, this MA or a such Affiliate with respect to any such breach. Service Schedule,will survive expiration or termination of this MA,such Service Schedule or such other document,as applicable. n. Notices. All notices in connection with the Agreement shall be in writing and shall be deemed to have been given:(i)when delivered, j. Conflicts. If a conflict exists among provisions within the if delivered by hand,(ii)on the next business day after the date sent,if Agreement, unless otherwise expressly stated to the contrary, the sent(for overnight delivery)by nationally recognized overnight courier, following order of precedence will apply in descending order of control: (iii)upon the earlierto occur of receipt by the addressee as evidenced by (i) this MA, (ii) a Service Schedule, (iii) an SLA, (iv) a Service Order, return receipt thereof or five(5)days from the date of mailing,when Statement of Work,Order Form or Quote,(v)a Service Guide or AUP sent by first class mail,prepaid postage,return receipt requested,(iv)on 3 Last Updated:September 11,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera the date the transmission was sent if sent during normal business hours control with", means the legal, beneficial or equitable ownership, of the recipient or on the next business day if sent after normal business directly or indirectly,of more than fifty percent(50%)of the aggregate hours of the recipient,if sent by facsimile or e-mail,or(v)on the date of all voting equity interests in an entity. the transmission was sent,if sent by Cyxtera to Customer through any customer portal made available by Cyxtera to Customer, any such b. "Agreement" means (i) this MA, (ii) all Service Schedules, notice to be sent to Cyxtera at 2333 Ponce De Leon Blvd., Suite goo, Service Orders, Statements of Work, Order Forms, Quotes, Service Coral Gables, Florida 33134, Attention: Legal Department, Guides,AUPs and SLAB,and(iii)any other document governed by,or Iegal(a-cyxtera.com or to Customer at Customer's address as set forth that is incorporated by reference into,this MA or any of the documents in Cyxtera's records. Either party may change its address for notices referred to in subclause(ii)hereof. upon written notice to the other party in accordance with this Section 1o.n. Notwithstanding Section io.j of this MA, if a conflict exists C. "Confidential Information"means all information (including, between this Section io.n and a notice provision in any Service for the avoidance of doubt, information about the disclosing party's Schedule,the conflicting notice provision in the Service Schedule shall Affiliates)that is disclosed by or on behalf of the disclosing party to the take precedence overthis Section 1o.n. receiving party, during the term of the Agreement, whether written, oral, visual or otherwise that (i) is identified as confidential using an o. No Third-party Beneficiaries. Except as otherwise set forth in appropriate legend, marking, stamp, or other clear and conspicuous the Agreement, no person or entity, other than the parties and their written identification that unambiguously indicates the information respective successors and permitted assigns,shall be a direct or indirect being provided is Confidential Information (or, in the case of beneficiary of,orshall have any direct or indirect cause of action or claim information provided in other than written form, is identified as in connection with,the Agreement. confidential at the time it is first disclosed,with such identification to be confirmed in writing by the disclosing party to the receiving party 11. Definitions. promptly following disclosure)or(ii)should reasonably be understood to be confidential or proprietary based on the content of the a. "Affiliate" means any entity controlled by, controlling, or information and/orthe circumstances of its disclosure. under common control with a party,where the term"control"and its correlative terms, "controlling", "controlled by" and "under common IN WITNESS WHEREOF,the undersigned parties have caused this MA to be executed by their duly authorized representatives effective as of the Effective Date. Cyxtera: City of Cupertino: DocuSigned by: moos"s'sies1.Iaev: 1Htttu�u FDVuSCa D( u By:��--- By: Mitchell Fonesca Name: Name:Bill Mitchell Title: Authorized Signatory Title:Chief Technology Officer Date: 18-Sep-2019 1:50 PM Date: EDT 20-Sep-2019 1 6:52 PM EDT DocuSigned by: By: Cat a t,r NwAtr 674AEC6815CC469... Name:Heather M.Minner Title:City Attorney Date: 20-Sep-2019 1 6:57 PM EDT 4 Last Updated:September 11,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera Cyxtera Colocation Service Schedule This Cyxtera Colocation Service Schedule (this"Service Schedule") is 2. Term;Termination. entered into by and between Cyxtera Communications,LLC,a Missouri limited liability company ("Cyxtera"), and the City of Cupertino, a a. Term of this Service Schedule. The term of this Service Municipal Corporation("Customer"),and is effective on the date the last Schedule will commence on the Effective Date and continue until party signs this Service Schedule(the "Effective Date"). This Service terminated in accordance with the terms hereof. Schedule is governed by that certain Cyxtera Master Agreement(the "MA") entered into by and between Customer, or its Affiliate, and b. Termination Upon Expiration or Termination of all Services. Cyxtera,or its Affiliate. In the event the MA is executed by an Affiliate Either party may terminate the Service Schedule Agreement upon ofCustomeror Cyxtera,thenthe MAshall applytothis Service Schedule written notice to the other party following expiration or termination of as if Customer or Cyxtera,as applicable,was a party thereto in lieu of the last effective Service being provided or to be provided under this the Affiliate of Customer or Cyxtera,as applicable. Capitalized terms Service Schedule. used,but not defined herein,shall have the meaning ascribed thereto in the MA. C. Terminationfor Cause.An"Eventof Default"shall be deemed to occur if(i)Customer fails to make any payment when due under the 1. Services;Rates. Service Schedule Agreement and such failure continues forten(1o)days after Customer's receipt of written notice from Cyxtera,(ii)either party a. Services. This Service Schedule sets forth the terms generally fails to observe or perform any other material term of the Service applicable across all colocation services provided hereunder Schedule Agreement and such failure continues for thirty (3o) days ("Services"), as well as terms applicable only to specific Services as (unless a different period is set forth in the Service Schedule Agreement) noted herein. The colocation Services covered by this Service Schedule after the defaulting party's receipt of written notice from the non- are space, power, remote hands, structured cabling, cross-connects, defaulting party, or (iii) a party (i) becomes insolvent, (2) becomes CXD Port,Metro Connect Dedicated and any other colocation Services subject to any voluntary or involuntary bankruptcy, liquidation, provided by Cyxtera,or an Affiliate thereof,to Customer,or an Affiliate insolvency or similar proceedings (which, with respect to any thereof, from time to time. Cyxtera's extensible data center (CXD) involuntary bankruptcy,liquidation,insolvency or similar proceeding,is platform services are not covered under this Service Schedule and not dismissed within sixty (6o) days of the date filed), (3) makes an require a separate Service Schedule. Customer,or an Affiliate thereof, assignment for the benefit of creditors, (4) appoints or consents or may purchase Services from Cyxtera,or an Affiliate thereof,pursuant to acquiesces to the appointment, of a receiver, liquidator, assignee, a Service Order,Statement of Work or through the Portal. Each Affiliate trustee or similar person or entity for all or any substantial part of its of a party providing or purchasing Services,as applicable,shall be solely assets, or (5) admits in writing its inability to pay its debts as they and exclusively responsible for all liabilities and obligations arising with become due. Upon the occurrence of an"Event of Default",the non- respect to such Services. defaulting party may terminate the Service Schedule Agreement(and all Services being provided under this Service Schedule), at any time b. Rates. Customer will pay all applicable rates and fees set forth prior to the defaulting party's curing the Event of Default,by providing in the relevant Service Order,Statement of Work,any online purchasing written notice to the defaulting party,which written notice must specify website or portal made available by Cyxtera for Customer's use (the the effective date of the termination. The effective date of termination "Portal"), or otherwise agreed to be paid by Customer to Cyxtera shall be no later than thirty(3o)days after the date the non-defaulting pursuant to the Service Schedule Agreement. Except asset forth in the party sends such notice to the defaulting party. In the event Customer applicable Service Order, Statement of Work or on the Portal or terminates a Service pursuant to this Section 2.c,(x)Customer will not otherwise in the Service Schedule Agreement, (i) monthly recurring be liable for any"Early Termination Charge" in connection with such charges("MRCs")will be billed monthly in advance,(ii)varying or usage- termination and(y)Customer will be entitled to a refund of all pre-paid based charges will be billed monthly in arrears and (iii) installation or fees with respect to such terminated Service relating to periods of time other non-recurring charges("NRCs")will be billed upon the BCD of the following such termination. "Cause"to terminate the Service Schedule applicable Service. Agreement (and all Services being provided under this Service Schedule) pursuant to this Section 2.c will not constitute "Cause"to C. Annual Escalator;Power Pass Through. At any time afterthe terminate any other agreements between the parties(including,forthe 12-month anniversary of the initial BCD of a Service in a colocation avoidance of doubt,the MA,any other Service Schedule or any other environment, but no more than once per calendar year, Cyxtera may Service(as defined in the MA)). In addition to the right of termination increase the MRCs for the Services in such colocation environment in an setforth in this Section 2.c,the terminating party shall be entitled to any amount not to exceed 3%. Cyxtera may increase the rates for and all rights and remedies available under the Service Schedule Customer's Services to pass through increases inutility and power costs Agreement and at law or in equity. attributable to such Service(s) (e.g., power allocation or metered power). For the avoidance of doubt,such pass through shall be at no d. Term of Service Orders and Services. Services have a additional markup and will not include any allocation of increases in minimum term which begins on the billing commencement date facility costs. ("BCD")and continues for the period set forth in the relevant Service 1 Last Updated:September 11,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera Order or Statement of Work or in the Portal(the"Initial Term"). Except the BCD of such Service)priortothe conclusion of the applicable Service as set forth in the applicable Service Order,Statement of Work or in the Term, unless otherwise set forth in the Service Schedule Agreement, Portal,as applicable, upon conclusion of the Initial Term or a renewal then Customer shall be liable for an "Early Termination Charge", term,as applicable,(i)if the Initial Term is less than one(1)year,each payable in a single lump sum,equal to z00%of the unpaid charges and Service will automatically renew for successive periods equal to the fees with respect to such Service for the remainder of the Service Term. Initial Term,unless either party provides the other party with at least No waiver of Early Termination Charges shall be effective unless thirty (3o) days advance written notice prior to the expiration of the explicitly set forth in a writing signed by Cyxtera. Upon any termination then-current Service Term,and (ii)if the Initial Term is one(1)year or of a Service prior to the conclusion of the applicable Service Term longer,each Service will automatically renew for successive periods of (whether by Cyxtera for Cause, Customer for Cause or Cyxtera or one(i)year,unless either party provides the other party with at least Customer for any other reason), Customer shall be liable for Service sixty(6o)days advance written notice priortothe expiration of the then- charges accrued but unpaid as of the termination date. Customer current Service Term. The Initial Term and any subsequent renewal agrees that(a)Cyxtera will incur considerable consequences and losses terms are collectively referred to as the"Service Term". in the event Customer terminates a Service priorto the expiration of the applicable Service Term, (b) such consequences and losses would be 3. Billing Commencement Date(BCD). difficult, if not impossible to estimate, and (c) the Early Termination Charge constitutes liquidated damages based on fairly estimated harm a. Billing Commencement Date. Cyxtera will deliver notice to to Cyxtera, which is a reasonable estimate of the consequences and Customer when the Service has been installed and is available for use by losses that Cyxtera would actually incur if Customer terminates a Customer. Unless otherwise set forth in Section 3.b,the BCD for the Service early,and is not intended as a penalty. Service(other than professional Services) is the earlier to occur of the date(i)of delivery of such notice by Cyxtera to Customer and (ii)that 5. LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO A Customer begins to use such Service. For professional Services,unless PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS otherwise specified in the Service Order,Statement of Work or on the HEREUNDER, NEITHER PARTY, NOR ITS AFFILIATES, SHALL BE Portal, the BCD shall be the date Cyxtera begins performing the LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, RELIANCE, professional Services. EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND,INCLUDING ANY LOSS OF GOODWILL,LOSS OF ANTICIPATED b. Acceptance Period. Customer shall have ten (io) business SAVINGS,COST OF REPLACEMENT SERVICES,LOSS OF PROFITS OR days afterthe earlierto occur(the"Acceptance Period")of(i)receipt of REVENUE OR LOSS OF OR CORRUPTION OF DATA OR DATA USE, Cyxtera's notice under Section 3.a orthis Section 3.b,as applicable,and UNDER THE SERVICE SCHEDULE AGREEMENT, REGARDLESS OF (ii) its beginning to use a Service,to notify Cyxtera in writing of any THE LEGAL THEORY UNDER WHICH SUCH LIABILITY IS ASSERTED, deficiency. Such notice shall include a written description that AND REGARDLESS OF WHETHER A PARTY HAS BEEN ADVISED OF demonstrates the deficiency in Service to Cyxtera's reasonable THE POSSIBILITY OF SUCH LIABILITY. EXCEPT WITH RESPECT TO A satisfaction. In the event Customer provides a notice of a deficiency to PARTY'S BREACH OF ITS PAYMENT OBLIGATIONS HEREUNDER, Cyxtera in accordance with this Section 3 and Cyxtera reasonably agrees CONFIDENTIALITY OBLIGATIONS HEREUNDER OR OBLIGATIONS IN that there is such a deficiency, (x) Cyxtera will remedy the Service SECTION 8 OR g,(A)IN THE EVENTTHE FIRST EVENT GIVING RISE TO deficiency and provide Customer notification(the"Remedy Notice")of A CLAIM OR CAUSE OF ACTION HEREUNDER OCCURS DURING THE such remedy at which time a new Acceptance Period shall begin,and(y) FIRST TWELVE (12) MONTHS OF THE TERM OF THIS SERVICE the BCD for the Service will be the date of delivery by Cyxtera to SCHEDULE,EACH PARTY'S MAXIMUM LIABILITY FOR ANY AND ALL Customer of the Remedy Notice. In the event Cyxtera reasonably CLAIMS AND CAUSES OF ACTION ARISING FROM OR RELATED TO disagrees that there issucha deficiency,(s)CyxterawillnotifyCustomer THE SERVICE SCHEDULE AGREEMENT WILL NOT EXCEED TWELVE of its determination,(2)no new Acceptance Period shall begin and(3) (12)TIMES THE TOTAL MRCS PAID OR PAYABLE BY CUSTOMER AND the BCD for the Service will be as set forth in Section 3.a. ITS AFFILIATES TO CYXTERA AND ITS AFFILIATES UNDER THE SERVICE SCHEDULE AGREEMENT IN THE MONTH DURING WHICH C. Separate Billing. If Cyxtera installs or activates a Service THE FIRST EVENT GIVING RISE TO A CLAIM OR CAUSE OF ACTION ordered by Customer, Cyxtera reserves the right to deliver notice to HEREUNDER OCCURRED AND(B) IN THE EVENT THE FIRST EVENT Customer pursuant to Section3.a and commence billingforsuch Service GIVING RISE TO A CLAIM OR CAUSE OF ACTION HEREUNDER as of the BCD of such Service notwithstanding that all other Services OCCURS AFTER THE FIRST TWELVE (12) MONTHS FROM THE ordered by Customer have not been installed or activated. If a Service EFFECTIVE DATE OF THIS SERVICE SCHEDULE, EACH PARTY'S installation is delayed,incomplete or is not usable by Customer due to MAXIMUM LIABILITY FOR ANY AND ALL CLAIMS AND CAUSES OF Customer's actions or inactions(orthe actions or inactions of any other ACTION ARISING FROM OR RELATED TO THE SERVICE SCHEDULE party acting by or on behalf of Customer),Cyxtera will have the rightto AGREEMENT WILL NOT EXCEED THE TOTAL MRCS PAID OR commence the BCD as if such Service was installed and commence PAYABLE BY CUSTOMER AND ITS AFFILIATES TO CYXTERA AND ITS billing for such Service as of such BCD. AFFILIATES UNDER THE SERVICE SCHEDULE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE q. Early Termination Charges. In the event any Service ordered FIRST EVENT GIVING RISE TO A CLAIM OR CAUSE OF ACTION pursuant to this Service Schedule is terminated(whether before or after HEREUNDER OCCURRED. 2 Last Updated:September ss,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera accordance with this Section 7.b,(i)Customer will not be liable for any 6. Indemnification. Each party will defend,indemnify and hold "Early Termination Charge"in connection with such termination and(ii) harmless the other party, its Affiliates and each of their respective Customerwill be entitled to a refund of all pre-paid fees with respect to agents, officers, directors, representatives and employees from and such terminated Service relating to periods of time following such against all third-party claims, demands, liabilities, losses, costs and termination. expenses,including reasonable attorneys'fees,to the extent arising out of or relating to(a)personal injury,death or loss or damage to property C. Relocation of Services. If the Customer Area and/or any caused directly or indirectly by the negligence or willful misconduct of Service needs to be moved due to Cyxtera's reasonable business needs the indemnifying party, its employees, agents, contractors or other (e.g.,repair,remodel or upgrade the area of Cyxtera premises at which representatives or(b)a party's breach of its obligations in Section 8 or the Customer Area is located), Cyxtera may notify Customer of g. The indemnifying party's obligations under this Section 6 are Cyxtera's intention to relocate such Customer Area and/or Service,as contingent upon the indemnified party (i) providing prompt written applicable, to another area within the same Cyxtera premises or to notice to the indemnifying party of such claim(provided,however,that another Cyxtera premises. Customer may, within thirty (3o) days of any failure or delay in notice shall not affect any of the indemnified receipt of such notice from Cyxtera, elect to terminate any affected party's rights hereunder except to the extent the indemnifying party is Services without any obligation to pay any"Early Termination Charge" materially prejudiced thereby), (ii)allowing the indemnifying party to to Cyxtera in connection with such termination by providing written control the defense and any related settlement of any such claim,and notice to Cyxtera(the"Termination Notice"),otherwise Customer will (iii)furnishing the indemnifying party with reasonable assistance,at the be deemed to have consented to such relocation. In the event Customer indemnifying party's sole cost and expense, in the defense or terminates any Services pursuant to the preceding sentence,Customer settlement of any such claim.The indemnified party shall have the right will be entitled to a refund of all pre-paid fees with respect to such to participate in the defense of such claim with counsel of its own terminated Services relating to periods of time following such choosing at its own expense.The indemnifying party shall not enter into termination. Any such termination shall be effective as of the date set any settlement of any such claim without the prior written consent of forth in the Termination Notice, but in no event later than thirty(30) the indemnified party(such consent not to be unreasonably withheld, days from Cyxtera's receipt of the Termination Notice. In the event conditioned or delayed) if the indemnified party's rights would be Customer has consented (or is deemed to have consented) to such directly and materially impaired thereby. For the avoidance of doubt, relocation, Customer will cooperate in good faith with Cyxtera to any settlement that does not include a full and unconditional release of complete such relocation and ensure that the relocation is completed the indemnified party from any and all liability arising out of the claim, within Cyxtera's timeframe for such relocation, provided, that, in no shall be deemed to directly and materially impair the indemnified event shall such timeframe be less than thirty(3o)daysfrom Customer's party's rights. consent (or deemed consent) thereto, unless Customer agrees to a shorter timeframe. In the event Customer's failure to cooperate with 7. Service Agreement; Cyxtera's Lease; Relocation of Cyxtera results or, Cyxtera reasonably believes is likely to result, in Services. whole or in part,in the inability of Cyxtera to complete the relocation within the required timeframe,Cyxtera shall have the right to take any a. Service Agreement. This is a services agreement and is not and all actions necessaryto complete the relocation without Customer's intended to and does not constitute a lease of any real or personal consent or cooperation. Cyxtera will use commercially reasonable property or create any tenancy or other real property rights in favor of efforts to minimize any interruption in Services during any such Customer. Customer acknowledges and agrees that it is granted only a relocation. license to use the Customer Area in accordance with the Service Schedule Agreement. The rights granted to Customer under the 8. Acceptable Use Policy. In connection with Customer's Service Schedule Agreement are,and shall at all times remain,subject receipt and use of the Services,Customer shall be subject to and comply and subordinate to any lease between Cyxtera or an Affiliate thereof with Cyxtera's Acceptable Use Policy ("AUP") located at and its landlord(s) (the "Landlord(s)") and all superior instruments to https://www.cyxtera.com/legal/Cyxtera-Acceptable-Use-Policy.pdf such lease(s). Customer agrees that it will not make any claims against which may be modified by Cyxtera from time to time by posting an the Landlord(s)with respect to the Cyxtera premises. updated AUP at such website or a successor website and providing at least thirty (3o)days advance notice to Customer. In the event such b. Cyxtera's Lease. Cyxtera shall have the rightto terminate any notice does not specify the date such modification is effective as of,such or all of the affected Services without liability of any kind as a result of modification shall be effective thirty(3o)days after Customer's receipt the expiration of or termination of Cyxtera's underlying lease for the of such notice. Unless a modification is required by applicable law or Cyxtera premises at which such Services are being provided. Cyxtera industry standard,if Cyxtera modifies the AUP pursuant to this Section will use commercially reasonable efforts to provide Customer at least 8,the Service Guide pursuant to Section 9 or the SLA pursuant to the ninety(go)days advance written notice of termination of a Service(s) definition of"SLA" in Section 18 ("AUP/Service Guide/SLA Change") pursuant to this Section 7.b. In the event Cyxtera is unable to provide and Customer believes that its use of a Service(s) is, or its rights or Customer with at least ninety(go)days advance written notice of such obligations with respect to a Service(s) are, materially and adversely termination, Cyxtera will provide Customer as much notice as is affected by the AUP/Service Guide/SLA Change,Customer may,at any reasonably possible. In the event Cyxtera terminates a Service in time priorto the effective date of such AUP/Service Guide/SLA Change, 3 Last Updated:September 11,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera send written notice to Cyxtera indicating such Service(s)and including of Section 9 or(iii)address the Emergency,as the case may be. Cyxtera details sufficient to demonstrate the adverse material affect shall also have the right to suspend Services and/or restrict Customer's ("AUP/Service Guide/SLA Change Notice"). With respect to any access (which, for the avoidance of doubt, includes any access by Services set forth in Customer's written notice that Customer and Customer Representatives)to the Cyxtera premises if Customerfails to Cyxtera mutually agree that the AUP/Service Guide/SLA Change make any payment when due under the Service Schedule Agreement materially and adversely affects Customer's use of such Services, or and such failure continues for ten(io)days after Customer's receipt of Customer's rights or obligations with respect to such Services (the written notice of such failure from Cyxtera. Cyxtera shall exercise "Affected Services"),Cyxtera may(a)agree to waive the applicability of commercially reasonable efforts to notify Customer priorto suspending the AUP/Service Guide/SLA Change with respect to the Affected any Service,restricting any access and/or taking any action pursuant to Services,provided,that,any such waiver shall not be made by Cyxtera this Section io. In the event Cyxtera does not notify Customer prior to until the parties execute an amendment to the Service Schedule suspending any Service,restricting any access and/or taking any action Agreement setting forth the terms of such waiver, or (b) decline to in accordance with this Section so, Cyxtera shall notify Customer of waive the applicability of the AUP/Service Guide/SLA Change with suspension, restriction on access or action as promptly as reasonably respect to the Affected Services. In the event Cyxtera declines to waive practical thereafter. In the event of any suspension of Services and/or the applicability of the AUP/Service Guide/SLA Change with respect to restriction on access by Cyxtera pursuant to the Service Schedule the Affected Services,Customer may,within thirty(3o)days of receipt Agreement,Customer shall continue to be obligated to pay the fees for of Cyxtera's written notice of Cyxtera's election to do so,terminate the the Services during such period of suspension and/or restriction on Affected Services by providing written notice of such termination to access. If Cyxtera suspends a Service and/or restricts access pursuant to Cyxtera,with such termination to be effective as of the date set forth in the Service Schedule Agreement, unless Cyxtera has subsequently Customer's written notice to Cyxtera,but no later than ninety(go)days terminated such Service in accordance with the terms of the Service from Customer's receipt of such notice from Cyxtera. In the event Schedule Agreement,Cyxtera will resume the discontinued Service and Customer terminates a Service pursuant to this Section 8,(i)Customer remove the restriction on access,as applicable,as soon as reasonably will not be liable for any"Early Termination Charge"in connection with practical after Cyxtera is reasonably satisfied that the reason giving such termination and(ii)Customer will be entitled to a refund of all pre- Cyxtera the right to suspend and/or restrict access has been cured or paid fees with respect to such terminated Service relating to periods of resolved,as applicable.Customer shall reimburse Cyxtera the costs of time following such termination. any actions taken by Cyxtera in accordance with this Section 20(other than any actions taken by Cyxtera due to applicable law or as a result of g. Use of Service. In no event shall Customer, any Customer an Emergency,unless Customer,any Customer Representative or any Representative or any Customer Materials(a) interfere with, harm or Customer Materials caused the circumstance resulting inCyxterataking cause personal injury or property damage to(i)a Cyxtera premises,(ii) the action due to applicable law or to address the Emergency, as any of Cyxtera's or any third party's equipment or property contained at applicable)as invoiced by Cyxtera to Customer,which will be on a time a Cyxtera premises or(iii)any of Cyxtera's or any third party's personnel and materials basis and performed as Remote Hands hours. at a Cyxtera premises or (b) adversely impact or interfere with the services provided by Cyxtera to its other customers. Customer shall be ii. Equipment;Equipment Storage. subject to and shall,and shall ensure that all Customer Representatives, comply with all data center operating policies and other terms and a. If the Service includes access to or the use of equipment or conditions in the Cyxtera Customer Information Guide & Handbook software provided by Cyxtera or its licensors ("Cyxtera Equipment"), located at httRs://www.cyxtera.com/technology/service- Customer:(i)will not assert any ownership interest whatsoever in the gu ides/down load/Customer-Guide-H and book.pdf (the "Service Cyxtera Equipment,(ii)will not cause any liens,claims or encumbrances Guide"),which Service Guide may be modified by Cyxtera from time to to be placed on the Cyxtera Equipment, (iii) shall protect and use all time by posting an updated Service Guide at such website or a successor Cyxtera Equipment in accordance with the Service Schedule website and providing at least thirty (3o) days advance notice to Agreement, and (iv) shall cooperate with Cyxtera to allow the Customer. In the event such notice does not specify the date such maintenance and, upon termination, removal of the Cyxtera modification is effective as of,such modification shall be effective thirty Equipment. Unless otherwise set forth in the Service Schedule (3o)days after Customer's receipt of such notice. Agreement,Customer is responsible for selecting,supplying,installing and maintaining any equipment, hardware, cabling, applications, 20. Suspension of Services. Cyxtera may immediately suspend systems and software used to access or receive the Services("Customer Services and/or restrict Customer's access(which,for the avoidance of Equipment"). doubt,includes any access by Customer Representatives)to the Cyxtera premises and/or take any action in the event Cyxtera reasonably b. Upon Customer's request(which shall be deemed to include if believes (a) it is required by applicable law, (b) that Customer, any Customer ships Customer Materials to a Cyxtera premises), Cyxtera Customer Representative or any Customer Materials are violating (or may,as a convenience to Customer,store Customer Materials pending will violate) Section g, or (c) there is an Emergency. Any such their installation in the Customer Area. In the event storage continues suspension or restriction on access or action taken by Cyxtera shall only for more than thirty(3o)days,(i)any such storage longerthan thirty(30) be to the extent reasonably deemed necessary by Cyxtera to(i)comply days shall be at Customer's sole cost and expense and(ii)Cyxtera may, with the applicable law,(ii)prevent the continued or potential violation at any time after providing Customer with at least ten(io)days advance 4 Last Updated:September 11,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera written notice, and Customer's failure to remove the Customer excepted, Cyxtera may take action to do so. Customer shall be Materials from storage within such ten (1o) day period, ship (at responsible for any costs incurred by Cyxtera in taking any action Customer's sole cost and expense) such Customer Materials to pursuant to this Section 13. In no event shall Customer Materials be Customer at Customer's last address of record. Following termination construed as fixtures or fittings. Cyxtera's initial election to store of all of the Services at a Cyxtera premises at which Customer Materials Customer Materials for Customer in accordance with this Section 13 are being stored pursuant to this Section 11.b,Cyxtera shall also have shall not prohibit Cyxtera from subsequently deciding to take any of the the right to take any and all actions set forth in Section 13 hereof with other actions permitted under this Section 13. Notwithstanding respect to such Customer Materials. Notwithstanding anything in the anything in the Service Schedule Agreementtothe contrary,in no event Service Schedule Agreement to the contrary,in no event shall Cyxtera shall Cyxtera have any liabilityto Customer(including liabilityfor loss of have (x) any liability to Customer (including liability for loss of or or damage to any Customer Materials)arising out of Cyxtera's exercise damage to any Customer Materials)arising out of Cyxtera's exercise of of its rights under this Section 13(including any loss of or damage to any its rights under this Section 11.b or(y)any liability to Customer for loss Customer Materials during any period of time when such Customer of or damage to any Customer Materials while being stored by Cyxtera Materials are being stored by Cyxtera pursuant to this Section 13).While pursuant to this Section i1.b. Customer has no right to use any Customer Area or Service after the applicable Service expires or is terminated,if Customer continues to use 12. Access. Cyxtera may enter the Customer Area, access any Customer Area or Service after the expiration or earlier termination Customer Materials and/or take any action reasonably deemed of the Service Term(which,for the avoidance of doubt,will be deemed necessary by Cyxtera at any time for any legitimate business purpose of to have occurred until the later to occur of such time as(x)all Customer Cyxtera. "Legitimate business purpose"includes,but is not limited to, Materials have been removed from the Customer Area, and (y) the (a) installation, inspection, removal, relocation, replacement or Customer Area has been restored to the same condition it was on the maintenance (routine and emergency) of Services, (b) anything BCD,normal wear and tear excepted,in each case either by Customer otherwise necessary for Cyxtera to provide the Services,(c)any action or Cyxtera in accordance with this Section 13), then Customer shall reasonably deemed necessary by Cyxtera to prevent Customer, any remain subject to the terms and conditions of the Service Schedule Customer Representative or any Customer Materials from violating Agreement and(a)the MRCS during such hold-over period shall increase Section g, and (d) anything otherwise necessary so that Cyxtera can to two hundred percent(200%)of the MRCs and(b)the usage charges exercise its rights underthe Service Schedule Agreement(including,but during such hold-over period shall be calculated in the same manner as not limited to, its rights under Section 10 of this Service Schedule). they were, in each case during the last full month before expiration or Customer agrees to cooperate in a timely manner and provide earlier termination of such Service Term,and such continued use may reasonable access and assistance to Cyxtera and/or any third party be terminated by Cyxtera immediately without notice. designated by Cyxtera in connection with Cyxtera and/or any such third party taking any action pursuant to this Section 12. 14. Insurance. Customer will, at its own cost and expense, maintain, during the term of this Service Schedule: (a) commercial 13. Customer's Obligations upon Termination of a Service; general liability or public liability insurance with limits not less than Holdover. Prior to termination of all of the Services in a particular $2,000,000 USD (or equivalent local currency) per occurrence and Customer Area,Customer will(a)remove all Customer Equipment and $4,000,000 USD (or equivalent local currency) aggregate, covering any other Customer property(collectively,the "Customer Materials") personal and advertising injury, bodily injury and property damage, from such Customer Area(and either move such Customer Materials to products/completed operations, and contractual liability, (b) workers' another Customer Area or remove such Customer Materials from the compensation insurance or similar social insurance or government Cyxtera premises),and(b)return such Customer Area to Cyxtera in the scheme in accordance with the applicable laws in the State of California, same condition as it was on the BCD,normal wear and tear excepted. If which shall provide coverage for Customer employees at each Customer fails to take any such action with respect to Customer jurisdiction in which a Cyxtera premises is providing Services to Materials,this will constitute abandonment of such Customer Materials Customer,(c)employers'liability or stop gap insurance with limits not under the laws of the jurisdiction where the abandoned property is less than$1,000,000 USD(or equivalent local currency)each accident, located and Cyxtera may, at any time thereafter, (i) remove such (d)commercial automobile liability insurance with limits not less than Customer Materials from the Customer Area (or other area of the $1,000,000 USD(orequivalent local currency),combined single limit per Cyxtera premises where they were left)and store them(either on the occurrence,covering bodily injury and property damage for all owned, Cyxtera premises or an off-site location)or(ii)after providing written non-owned and hired vehicles used in connection with the performance notice to Customer of its failure to remove such Customer Materials and of the Service Schedule Agreement,and(e)"all-risk"or"special form" i Customer's failure to do so within thirty(3o)days of its receipt of such property insurance on a replacement cost basis in an amount sufficient written notice, (i) ship such Customer Materials to Customer at to cover Customer Materials. All insurance coverage(s)required to be Customer's last address of record, (2)to the extent not prohibited by maintained by Customer pursuant to this Section 14 shall cover applicable law,destroy and dispose of(or have destroyed and disposed) Customer and all Customer Representatives, provided,that, if any of such Customer Materials or (3) to the extent not prohibited by such coverage(s)does not cover a Customer Representative,Customer applicable law, liquidate the Customer Materials and retain the shall require such Customer Representative to carry such coverage(s)in proceeds. If Customer fails to return any Customer Area to Cyxtera in compliance with all requirements set forth in this Section 14 with the same condition as it was on the BCD, normal wear and tear respect thereto. Customer may obtain the limits required pursuant to I 5 Last Updated:September 11,2019 DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera subclauses (a), (c) and (d) through any combination of primary and Cyxtera will provide Customer with a copy of the then-current audit excess or umbrella liability insurance. Cyxtera must be included as an report. Each audit-report provided by Cyxtera to Customer pursuant to additional insured on the policy(ies) required to be maintained by this Section is shall be considered Cyxtera Confidential Information. Customer pursuant to subclauses (a) and (d) hereof. The insurance Notwithstanding anything inthe MA to the contrary,Customer shall not policies required to be maintained by Customer pursuant to subclauses be permitted to make any such audit report available to any third party (a)and(d)hereof must be primary and non-contributory to insurance unless such third party has agreed to reasonable confidentiality terms which is maintained by Cyxtera.The insurance policies required to be required by Cyxtera. maintained by Customer pursuant to subclauses (a), (b), (d) and (e) hereunder must include a waiver of subrogation in favor of Cyxtera. 16. Resale, Leasing, Licensing or Sublicensing of Services. Priorto commencement of Services underthis Service Schedule and,at Customer shall not be permitted to resell, lease, license or sublicense any time thereafter,promptly upon Cyxtera's request, but in no event any of the Services provided hereunder without Cyxtera's prior written more than once per calendar year, Customer will make available to consent, which can be withheld in Cyxtera's sole and absolute Cyxtera evidence of the insurance required herein. discretion. Cyxtera will,at its own cost and expense,maintain,during the term of 17. Notices. Customer's disconnect, termination and non- this Service Schedule:(a)commercial general liability or public liability renewal notices must be submitted by Customer in the Customer portal insurance with limits not less than$2,000,000 USD(or equivalent local made available by Cyxtera to Customer for such purpose and shall not currency) per occurrence and $4,000,000 USD (or equivalent local be effective if sent to Cyxtera in any other manner, including,for the currency) aggregate, covering personal and advertising injury, bodily avoidance of doubt,Cyxtera's address for notices set forth in the MA. injury and property damage, products/completed operations, and contractual liability, (b) workers' compensation insurance or similar 18 Definitions. social insurance or government scheme in accordance with the applicable laws in each jurisdiction in which a Cyxtera premises at which a. "Customer Area" means the space (i.e., colocation Cyxtera is providing Services to Customer hereunder is located, (c) environment,office space,storage space or roof space)within,or on the employers' liability or stop gap insurance with limits not less than roof of, a Cyxtera premises specifically identified as available to si,000,000 USD (or equivalent local currency) each accident, (d) Customer for the placement and operating of the Customer Materials. commercial automobile liability insurance with limits not less than si,000,000 USD(or equivalent local currency),combined single limit per b. "Customer Representative"means any Customer employee, occurrence,covering bodily injury and property damage for all owned, agent,contractor or other third party who accesses a Cyxtera premises non-owned and hired vehicles used in connection with the performance on behalf of Customer. of the Service Schedule Agreement,and(e)"all-risk"or"special form" property insurance covering each Cyxtera premises at which Cyxtera is c "Emergency"means a situation that,in Cyxtera's reasonable providing Services to Customer hereunder, with limits not less than discretion, is serious, unexpected and dangerous and requires $2,000,000 USD (or equivalent local currency) per occurrence. The immediate action. insurance coverage(s)will be from a company or companies with either an A.M.Best's rating of A-VII or better or a Standard and Poor's rating d. "Service Order"means a service order,order form,quote or of A-or higher. Each such company or companies must be authorized other ordering document that includes the type and details of the to do business in each jurisdiction in which a Cyxtera premises at which specific Services ordered by Customer and agreed to be provided by Cyxtera is providing Services to Customer hereunder is located. Cyxtera Cyxtera. Any Services purchased by Customer through the Portal will may obtain the limits required pursuant to subclauses(a), (c) and (d) be deemed to be purchased pursuant to a "Service Order" through any combination of primary and excess or umbrella liability notwithstanding that the Services are purchased through the Portal and insurance. Customer must be included as an additional insured on the neither party physically or electronically executed an actual "Service policy(ies)required to be maintained by Cyxtera pursuant to subclauses Order"document. I (a)and(d)hereof. The insurance policies required to be maintained by i Cyxtera pursuant to subclauses (a), (b), (d) and (e) hereunder must e. "Service Schedule Agreement"means(i)the MA(but only to include a waiver of subrogation in favor of Customer. Promptly upon the extent the MA applies to this Service Schedule), (ii) this Service Customer's request,but in no event more than once per calendar year, Schedule, (iii) all Service Orders, Statements of Work, Order Forms, Cyxtera will make available to Customer evidence of the insurance Quotes,Service Guides,AUPs and SLAB,and(iv)any other document required herein. governed by,orthat is incorporated by reference into,the MA(but only is. Audits. Cyxtera has completed,and will continue to complete to the extent such document applies to this Service Schedule), this on an annual basis, an AICPA sanctioned Type II audit (i.e., Service Schedule or any of the documents referred to in subclause(iii) SSAE18/ISAE3402 SOC 1 or AT-io1 SOCz), or an audit using a hereof. substantially similar standard, covering each of the Cyxtera premises (other than third-party data centers whereby Cyxtera is reselling f. "SLA"means the service level agreement applicable to certain Services from such third-party to Customer) at which Cyxtera is of the Services purchased by Customer hereunder located at providing Services to Customer hereunder. Upon Customer's request, https://www.cyxtera.com/pdfs/legal/Cyxtera-Colocation-SLA.pdf 6 Last Updated:September 11,zoig DocuSign Envelope ID:C9D5E429-2A81-49B4-883B-OB05A50BEB53 Cyxtera which may be modified by Cyxtera from time to time by posting an updated SLA at such website or a successor website and providing at g. "Statement of Work" means a statement of work that least thirty(3o) days advance notice to Customer. In the event such includes the type and details of the specific Services ordered by notice does not specify the date such modification is effective as of,such Customer and agreed to be provided by Cyxtera. modification shall be effective thirty(3o)days after Customer's receipt of such notice. IN WITNESS WHEREOF, the undersigned parties have caused this Service Schedule to be executed by their duly authorized representatives effective as of the Effective Date. Cyxtera: City of Cupertino: ,//DocuSigned by: 0 Sion dby: C6L W� CM.ifclu.11,�e�usca. 1/�1U.�� llllMM��CC��tt..AW�� By: �pgpperstnuaa By. 3AE1D376477D4CD... Mitchell Fonesca Name: Name:Bill Mitchell Authorized Signatory Title: Title: Chief Technology Officer 18-Sep-2019 1:50 PM EDT 20-Sep-2019 1 6:52 PM EDT Date: Date: F DocuSigned by: By: n'LIWAt 674AEC6815CC469... Name: Heather M.Minner Title:City Attorney Date: 20-Sep-2019 6:57 PM EDT 7 Last Updated:September 11,2019 ^� ® DATE(M M/DD/YYYY) AID o CERTIFICATE OF LIABILITY INSURANCE 0 5/0112 0 1 9 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this A! certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACTNAME 'a Aon Risk Services, Inc of Florida PHONE (g66) 283-7122 FAX (800) 363-0105 `y 1001 Brickell Bay Drive (A/C.No.Ext) AC.No. O Suite 1100 E-MAIL Miami FL 33131 USA ADDRESS = INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA Trumbull Insurance Company 27120 INSURER Hartford underwriters Insurance Company 30104 c/o Cyxtera Technologies, Inc. 2333 Ponce De Leon Blvd #900 INSURER Twin City Fire Insurance Company 29459 Coral Gables FL 33134 USA INSURER D Hartford Casualty Insurance Co 29424 INSURER Indian Harbor insurance Company 36940 INSURER F COVERAGES CERTIFICATE NUMBER: 570076117903 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MMIDD/YYYY MM/DDIYYYY LIMITS B X COMMERCIAL GENERAL LIABILITY 84 LIEN ZH 444 EACH OCCURRENCE $1,000,000 CLA MS-MADE X❑OCCUR DAMAGERENTED PREMISES (Ea occurrence) $300,000 MED EXP(Any one person) $10,000 PERSONAL&ADV NJURY $1,000,000 0 GEN'LAGGREGATE L MITAPPL ES PER: GENERAL AGGREGATE $2,000,000 r X POLICY ❑PRO JECT ❑LOC PRODUCTS-COMP/OPAGG $2,000,000 co r OTHER: o A AUTOMOBILE LIABILITY 84 LIEN ZH9444 05/01/2019 05/01/2020 COMB NED S NGLE LIMIT Ea accident $1,000,000 X ANYAUTO BODILY INJURY(Per person) O OWNED SCHEDULED BODILY INJURY(Per accident) y AUTOS ONLY AUTOS HI REDAUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident d) D X UMBRELLA LIAB X OCCUR 84XHUZH5423 05/01/2019 05/01/2020 EACH OCCURRENCE $3,000,000 U EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED I X RETENTION S10,000 C WORKERS COMPENSATION AND See Attached 05/01/2019 05/01/2020 X I PER OTH- EMPLOYERS'LIABILITY Y STATUTE iER ANY PROPRIETOR PARTNER/EXECUTIVE � E L.EACH ACC DENT $1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E L.DISEASE-POLICY L MIT $1,000,000 E E&O-Technology MTP903500002 05/01/2019 05/01/2020 Aggregate $3,000,000 Claims Made SIR $100,000 SIR applies per policy terns & condi ions DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage. A Irr CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Cyxtera Technologies, Inc. AUTHORIZED REPRESENTATIVE 2333 Ponce De Leon Blvd #900 Coral Gables FL 33134-5427 USA e-�r1'o�a ��G�OiSc�itarr�✓tea. ��Cst�d,� ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 570000071358 LOC#: ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED NSURED Aon Risk services, Inc of Florida Cyxtera Cybersecurity, Inc. POLICY NUMBER See Certificate Number: 570076117903 CARRIER NAIC CODE See Certificate Number: 570076117903 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Workers Compensation Policies Policy Number: 84WBIC9915 states and underwriting Companies: UT ME NM IN Trumbull insurance company ID WA NJ NV VT WV KY DC TX RI AL MS OH DE WI Twin City Fire insurance Company CA NC TN MN GA Hartford Accident and Indemnity Insurance Company NY Hartford insurance company of the Midwest CT VA AZ Hartford underwriters Insurance Company IL PA Hartford insurance Company of the southeast OK MA sentinel Insurance company FL NH OR Hartford Fire Insurance Company Co Property & Casualty Insurance Company of Hartford MO MD Hartford casualty Insurance Company ACORD 101(2008101) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD A`CAR"® EVIDENCE OF PROPERTY INSURANCE DATE(MM/DD/YYYY) 07/16/2019 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE (866) 283-7122 COMPANY (A/C,NO,E4): Aon Risk services, Inc of Florida Zurich American Ins Co 1001 Brickell Bay Drive Suite 1100 t= Miami FL 33131 USA s~ b FAX (800) 363-0105 E-MAIL � (A/C,No): ADDRESS: Ix CODE: SUB CODE: AGENCY CUSTOMER ID a: 570000071358 INSURED LOAN NUMBER POLICY NUMBER PPR028187602 Cyxtera Technologies, Inc. C/O Cyxtera Communications, LLC EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 2333 Ponce De Leon Blvd #900 06/01/2019 05/Ol/2020 TERMINATED IF CHECKED Coral Gables FL 33134-5427 USA THIS REPLACES PRIOR EVIDENCE DATED: O O n PROPERTY INFORMATION LOCATION/DESCRIPTION p z L 6� U THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED I I BASIC I BROAD X SPECIAL COVERAGES/PERILS/FORMS AMOUNT OF INSURANCE DEDUCTIBLE Commercial Property Coverage Blkt Real & Personal $ 2,000,000 $ 100,000 REMARKS(Including Special Conditions) A waiver of subrogation is included in favor of the City of Cupertino, its City Council, officers, officials, employees, agents, servants, and volunteers. —_ CANCELLATION F OULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN CORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST -`- =r NAME AND ADDRESS ADDITIONAL INSURED H LENDER'S LOSS PAYABLE LOSS PAYEE City of Cupertino MORTGAGEE y 10300 Torre Avenue Cupertino CA 95014 USA LOAN n AUTHORIZED REPRESENTATIVE ACORD 27(2016/03) ©1993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Pooled Liability Assurance Network JPA 1750 Creekside Oaks Drive, Suite 200, Sacramento, CA 95833 916-244-1100 Liability Certificate of Coverage Additional Covered Party Certificate Number: 49661208 Certificate Holder: Cyxtera Technoligies, Inc. 2333 Ponce de Leon Blvd.,#900 Coral Gables, FL 33134 Covered Party: City of Cupertino Description of As respects the Colocation Service Schedule Agreement between Cyxtera Technologies, Inc. and the City Covered Activity: of Cupertino regarding colocation services; Cyxtera Technologies, Inc. is an additional covered party with regard to any negligent acts or omissions of the City of Cupertino, its officers,officials, employees and volunteers. Memorandum of Coverage Number: GAL 2019-20 Effective Date: 7/1/2019 Expiration Date: 7/1/2020 Limits: $2,000,000(per occurrence) The Following General and automobile liability as defined in the Memorandum of Coverage on file with the covered party Coverage is in named above. effect: Pursuant to the definition of Covered Party in the Liability Memorandum of Coverage,the certificate holder named above is an additional covered party for covered claims arising out of the covered activity stated above and is subject to the limits stated above. This coverage shall be primary and non-contributory. This is to certify that the coverage listed above has been issued to the Covered Party named above for the coverage period indicated, notwithstanding any requirement,term,or condition of any contract or other document with respect to which this certificate may be issued or may pertain.The coverage afforded as described herein is subject to all the terms, exclusions, and conditions of the Memorandum of Coverage of the PLAN,which is available for your review upon request. Coverage is in effect from 12:01 a.m. Pacific Time of effective date to 12:01 a.m. Pacific Time of expiration date as stated above and will not be canceled, limited,or allowed to expire except upon 30-day notice to the certificate holder. Date Issued: 6/27/2019 Renewal: Yes Excess Certificate Issued: No Authorized Representative Signature: ' 49661208 PLAN 1 19/20 GL $5MM LIMITS I Brenneca Kidd 1 6/27/2019 5:35:58 PM (PDT) I Page 1 of 1 This certificate cancels and supersedes ALL previously issued certificates. CERTIFICATE NO. ISSUE DATE(MM/DD/YYYY) WC-491 CERTIFICATE OF COVERAGE 06/24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY CSAC Excess Insurance OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BELOW. THIS Authority CERTIFICATE OF COVERAGE DOES NOT CONSTITITUE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER C/O ALLIANT INSURANCE SERVICES, INC. PO BOX 6450 IMPORTANT:If the certificate holder is requesting a WAIVER OF SUBROGATION,the Memorandums of Coverage must be endorsed.A statement on this certificate does not confer NEWPORT BEACH,CA 92658-6450 rights to the certificate holder in lieu of such endorsement(s). PHONE(949)756-0271 /FAX(619)699-0901 COVERAGE LICENSE#OC36861 AFFORDED BY: A-See attached schedule Of insurers Member: COVERAGE CITY OF CUPERTINO AFFORDED BY: B C/O ALLIANT INSURANCE SERVICES,INC ATTN:SETH A.COLE COVERAGE 1301 DOVE STREET,SUITE 200 AFFORDED BY: C NEWPORT BEACH,CA 92660 COVERAGE AFFORDED BY: D Coverages THIS IS TO CERTIFY THAT THE MEMORANDUMS OF COVERAGE AND POLICIES LISTED BELOW HAVE BEEN ISSUED TO THE MEMBER NAMED ABOVE FOR THE PERIOD INDICATED,NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE COVERAGE AFFORDED BY THE MEMORANDUMS AND POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS,AND CONDITIONS OF SUCH MEMORANDUMS AND POLICIES. CO TYPE OF COVERAGE MEMORANDUM/ COVERAGE EFFECTIVE COVERAGE EXPIRATION LIABILITY LIMITS LTR POLICY NUMBER DATE(MM/DD/YYYY) DATE(MM/DD/YYYY) A EXCESS WORKERS' See attached 07/01/2019 07/01/2020 WORKERS'COMPENSATION: COMPENSATION& Schedule of Difference between EMPLOYER'S LIABILITY Insurers for policy Statutory and Member's numbers $500,000 Retention EMPLOYERS'LIABILITY: Difference between $5.000,000 and Member's Retention LIMITS APPLY PER OCCURRENCE FOR ALL PROGRAM MEMBERS COMBINED. Description of Operations/Locations/Vehicles/Special Items: AS RESPECTS EVIDENCE OF COVERAGE ONLY. Cancellation Certificate Holder SHOULD ANY OF THE ABOVE DESCRIBED MEMORANDUMS OF COVERAGE/POLICIES BE CANCELLED BEFORE THE EXPIRATION THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE MEMORANDUMS OF COVERAGE/POLICIES PROVISIONS. FOR THE PURPOSE OF EVIDENCE ONLY C/O CITY OF CUPERTINO AUTHORIZED REPRESENTATIVE 10300 TORRE AVENUE CUPERTINO,CA 95014 CSAC EXCESS INSURANCE AUTHORITY CSAC EXCESS INSURANCE AUTHORITY EXCESS WORKERS' COMPENSATION PROGRAM 2019/2020 SCHEDULE OF INSURERS CITY OF CUPERTINO PROVIDER MEMORANDUM/ LIMIT POLICY NUMBER CSAC Excess Insurance Authority EIA PE 19 EWC-68 Workers' Compensation: $50,000,000 each accident/each employee for disease (Difference between $50,000,000 and the individual member's retention) Employers' Liability: $5,000,000 each accident/each employee for disease (Difference between $5,000,000 and the individual member's retention) Liberty Insurance Corporation EW7-64N-444785-019 Statutory each accident/each employee for disease excess of $50,000,000 ^C� EVIDENCE OF PROPERTY INSURANCE 77/1/2019(MMIDDNYYY) THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE COMPANY A/C No Ext:415-403-1400 Alliant Insurance Services,Inc. Lexington Ins Co. 100 Pine Street, 11 FL CA License No.OC36861 San Francisco,CA 94111 FAX( C No):415-874-4810 ADARE, ss:sweeks@alliant.com CODE: SUB CODE: AGENCY CUSTOMERID : INSURED LOAN NUMBER POLICY NUMBER PLAN J 017471589/06(Dec City of Cupertino D 0 pertino ( ) 10300 Torre Avenue EFFECTIVE DATE EXPIRATION DATE Cupertino,CA 95014 CONTINUED UNTIL 07/01/2019 07/01/2020 TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION LOCATION/DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED I I BASIC BROAD I X I SPECIAL COVERAGE/PERILS/FORMS AMOUNT OF INSURANCE DEDUCTIBLE "All Risk"of Direct Physical Loss or Damage $25,000,000 $225,000 Real Property,Personal Property,Extra Expenses,Business Interruption Rental Interruption Vehicle Coverage:Replacement Cost Various Sublimits Apply-See Policy for Details REMARKS(Including Special Conditions Evidence of coverage as respects the Service Schedule Agreement for Provider of data center colocation,enterprise application cloud,hybrid clud,cybersecurity and analytics solutions. Subject to policy terms,conditions and exclusions. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS d ADDITIONAL INSURED LENDER'S LOSS PAYABLE LOSS PAYEE MORTGAGEE LOAN# Cyxtera Technologies,Inc. 2333 Ponce de Leon Blvd.,#900 AUTHORIZED REPRESENTATIVE Coral Gables,FL 33134-5427 ACORD 27(2016/03) ©1993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD