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CONTRACT 4581A Amendmentxe-N1i}.us] V 7; a.� Account Name : CITY OF EL SEGUNDO Account Number :134064 Currency Order Number : 1-190876199269 Order Valid Until Version #: 7 Agreement # : 00016298.0 Initial Term (Months) Renewal Period (Months) Non -renewal notice (Days) If£(i1i SPC00002 CAG00001 CAG1011, POW00001 POW00003 POW00003 POW00003 PO-1101 MC00007 MCD0007 MC00001 CC00001 Section Total USD PREPARED BY: 11 -Oct -2019 Mike Hilly mhilly@equinix.com :60 14083064011 :12 :90 Private Cage With kVA Based Power 1 Each Cage -4 Cabinets -20 kVA 20 kVA Cage- Installation Fee 1 Each AC Power 20 kVA AC Circuli -208v -60 -amp -Three Phase - Primary 2 Each AC Circuit- Installation Fae- 208v -60 -amp -Three Phase - Primary 2 Each AC Circuit -208v -60 -amp -Three Phase - Redundant 2 Each AC Circuit- Installation Fee- 208v -60 -amp -Three Phase- 2 Each Redundant Demarcation Point 1 Each Metro Connect - Protected 1 Each Metro Connect- Protected- Installation Fee- 10G 1 Each Metro Connect Port- 10G 1 Each Network Cable Connection -Z -side IBX-LA1 1 Each $137.50 $137.50 $0.00 $1,100.00 $0.00 $1,100.00 Agreement No. 4581A WW E IryQI U I NY® III XN III IInOIINIII�nId�II aIIO PREPARED FOR: Scott Kim skim@elsegundo.org +1-310-524-2392 1- $2,750.00 $600.00 I $2,750.00 1 $O.OD 1 $2,200.00 - I I $0.00 $2,200.00 - p $0.00 $750.00 $1,000.00 $750.00 $1,000.00 - $0.00 1$0.00 1 $6,000.00 $6,250.001 Monthl recurring charge: „, � .'ir, ,,,,, �', , " •., iiI .';,`,�� $6,250.00 on-re urring charge., $61000 ( i TYto to OF EL SEGUNDO ,.''.Y6. ',I„��� I;�; i�li�,iN'"aYM1anaMl°�;,,,;�' i° ,��,11' pod”States r g;umlw,ninl ut Z -Side - I C 600 W 7th Street, Los Angeles, United I Equina Order Number.1-190876199269(V7) Page 1 of 4 EQUINIX ORDER TERMS AND CONDITIONS 1. INTRODUCTION Agreement No. 4581A WW IIIIr=ouiNix This Order is governed by and incorporated by reference into the applicable Master Country Agreement entered into by and between the Parties, effective September 25, 2013, which incorporates the Global Terms and Conditions (together, the "Agreement") (EI Segundo City Agreement#4581). Capitalized words used but not defined in this Order shall have the meaning ascribed to them in the Agreement or shall refer to the values listed at the top of this Order 2. DEFINITIONS 'Effective Date' as used in this Order (which may also be referred to as "Billing Commencement Date') shall be the date stated above or, if no such date is stated above, then the date the Licensed Space is provided or the Services are delivered, 'Products' as used in this Order may also be referred to as Licensed Space and/or Services PRODUCTTERMS Additional terms and conditions applicable to the Products listed above can befound at the following URL: http://www, equinix.com/resources/product-documents and which are incorporated by reference into this Order 3. INITIAL TERM & RENEWAL PERIOD The Initial Term will commence on the Effective Date and will remain in effect through the Initial Term. After the Initial Term, the term will automatically renew for the Renewal Period unless either Party terminates the Order by providing written Non -renewal notice prior to the end of the then -current term to the other Party in which event this Order will terminale at the and of the then -current term 4. POWER LIMITATIONS The maximum amount of electrical power that Customer may draw is stated above as Draw Cap or Qty/UoM in kVA or kW ("Draw Cap") Customer may not draw more power than the Draw Cap, If Customer exceeds the Draw Cap, Equinix will notify Customer and Customer must reduce power draw to be equal to or less than the Draw Cap within 72 hours (or as otherwise agreed) or Equinix may, in its sole discretion, either charge Customer for the power overage at a maximum of twice the MRC/kVA rate for Licensed Space and power Services above, or suspend Customers power Services to return to Draw Cap compliance. 5. PRICE & PRICE INCREASE Customer's obligation to pay the Fees for the Licensed Space and Services shall begin on the Effective Date. Notwithstanding anything in this Order to the contrary, all Fees for those Products in the Price Increase Terms may be subject to the Price Increase with effect from the date stated in the Price Increase Terms and every twelve (12) months thereafter, except where a change in Equinix's direct electrical supply costs exceeds the Price Increase value listed below then Equinix may change the Fees for power Services by such increased cost Equinix Order Number, 1-190876199269(V7) Page 2 of 4 EQUINIX ORDER Agreement No. 4581A E O V I N I X II IIIIIIIII II���Nl�llilgll� First Price Increase Applicable After f2months 1I All Products Pnce Increase % 3% 1 77-7 All Products 01,ce Increase EQuinix Order Number: 1 -1 90876199269(V7) Page 3 of 4 EQUINIX ORDER CITY OF EL SEGUNDO Signature: Billing Contact Nams:,5". It J, '&qw-) Billing Address Name: f,, tt- r-1545" Ad, Title: lM(AW41 d -r Date Phone Number: 3(0 Email Address. .9-1 l,"4 e'e ( S -es A�RO�E# T FORM. 01 ATTORNEY LEST; 01'y of"El Segundo Agreement No. 4581A uUW Equinix LLC, on behalf of itself and its U.S. Affiliates Equinix Local Entity Address Signature: One Lagoon Drive, 4th Floor Redwood City CA United States 94066 Name: Matthew M Monaco Title: Senior Director, Asset Management Date: 26 -Sep -2019 Equinix Order Number; 1 -1 90876199269(V7) Page 4 of 4 GLOBAL IBX POLICIES These Global International Business Exchange Data Center Policies ("Global IBX Policies") supplement and set forth additional terms and conditions governing the use of an Equinix International Business Exchange TM "IBX®" Data Center by Customer, pursuant to Customer's Agreement and the applicable Order. All capitalized terms are either defined in Customer's Agreement or herein. References to "Customer" will also include Customer's Authorized Persons and accompanying persons where appropriate. A. IBX Access 1. 2417 Access. Subject to the restrictions herein, Customer may access the IBX Common Areas and its Licensed Space twenty- four (24) hours per day, every day of the year. 2. Identitv Verification. Access to the IBX will only be granted to individuals whose identities have been verified by Equinix security or management (such as IBX Operations Director or authorized designee). Customer and any visitors must present valid government issued photo identification acceptable to Equinix for identity verification before being granted entry to the IBX. Acceptable identification is limited to valid, readily identifiable government issued photo identification such as: (a) a passport or (b) a driver's license or national identity card from the same state or country in which the IBX is located. For avoidance of doubt, a driver's license or national identity card from a country other than the country in which the IBX is located will not be acceptable identification. If the presented identification is deemed unacceptable or an individual's identity cannot be verified for any other reason, access to the IBX will be denied until acceptable identification has been provided. Any person being enrolled into the access control system may be required to have a photo taken for identification record purposes. 3. Prohibited Items and Behavior. Before being granted access to the IBX, Equinix may require Customer to undergo physical screening (e.g., metal detectors) to ensure prohibited items are not brought into the IBX. Equinix will deny access or remove from the IBX property anyone who either: © 2019 EQUINIX INC. a. Possesses any of the following prohibited items: 1. Explosives, firearms, weapons or dangerous devices of any type; 2. Hazardous or radioactive materials or other harmful chemicals; 3. Alcohol, illegal drugs or other intoxicants; 4. Magnets and electromagnetic devices; or b. Engages in any of the following prohibited activities: 1. Any activity that puts health, life or property at risk, including being intoxicated or otherwise impaired; 2. Any attempt to tamper with or defeat security rules, systems, AVI - E Q U I N I X POLICY Agreement No. 4581A GLOBAL IBX POLICIES devices or appliances, including attempting to fraudulently gain access to any restricted location or network or otherwise bypass security; 3. Any activity which may diminish Equinix's capability to provide security or fulfill its obligations; 4. Any construction changes or alterations to the interior or exterior of the IBX or the Licensed Space unless expressly approved by Equinix in advance and in writing; or 5. Acting in an unsafe manner not otherwise expressly prohibited, not having a business purpose for the visit, or otherwise violating any other provision of Customer's Agreement or these Global IBX Policies. 4. Emeraencv. Equinix may temporarily restrict or delay IBX access if there is any emergency such as fire, building evacuation, medical emergency, weather-related emergency, terrorist attack, etc.; or any threat to the IBX or its operation; or pursuant to instructions from government personnel (e.g., police or firefighters). During an emergency or drill, Customer must follow instructions given by onsite Equinix personnel. B. IBX Usage Customer must: a. Comply with Customer's Agreement, these Global IBX Policies, and all applicable laws, rules, regulations and procedures in effect at the IBX, including instructions by onsite Equinix personnel and signs posted by Equinix from time to time; b. Behave in a courteous, lawful, professional and safe manner, which includes not blocking any exits routes or aisles, or causing a fire hazard or any other nuisance or otherwise interfering with Equinix personnel or other customers; c. Immediately notify Equinix of suspicious activity, non- compliance with these Global IBX Policies, bodily injury, equipment or facility damage, or a dangerous situation of any type; d. NOT interfere with proper operation of the IBX, including but not limited to touching, altering, damaging or breaching any security or electrical or any other system or equipment operated or maintained by Equinix including Cross Connects; e. NOT manufacture, generate, treat, transport, dispose of, release, discharge or store any hazardous materials in, on, under or near the IBX or any surrounding properties; and f. NOT use mobility aids unless approved by Equinix. 2. Use of Cameras. Videoarar)hv. CCTV or other Recordina Eauir)ment. Customer may not use any camera, videography, CCTV or other recording equipment except as specifically permitted in Section D.3. 3. Use of IBX Common Areas. Customer may use the IBX Common Areas as permitted by Equinix (e.g., for ingress and egress to and from its Licensed Space) M,l E Q U I N I X POLICY Agreement No. 4581A GLOMAL IBX POLICIES but may not encumber or obstruct the pathways, driveways, yards, entrances, hallways, stairs or any IBX Common Areas in or around the IBX. If Equinix designates an IBX Common Area as a shared work area, Customer may use such shared work area only for the purpose expressly permitted by Equinix (e.g., equipment repair and testing). Additionally, Customer may only consume food, beverages, or tobacco or vaping products in IBX Common Areas expressly designated by Equinix for such activities. Customer must not leave any of Customer's Equipment unattended in IBX Common Areas. C. Licensed Space Access 1. 24/7" Access. Subject to the restrictions herein, Customer may access its Licensed Space twenty-four (24) hours per day, every day of the year. 2. Prohibited Behavior. Customer must not: alter, tamper with, damage, adjust, repair, interfere with or breach the security of its or any other customer's Licensed Space. 3. Equinix will not access Customer's Licensed Soace exceot. a. If directed by Customer (e.g. Smart HandsTM); b. To respond to a health/safety emergency; c. To perform services necessary for the efficient operation of the IBX, including maintenance; or d. As otherwise permitted by Customer's Agreement, including accompanying Equinix's Landlord if such access is required as applicable, and if so, then only upon prior notice and coordination. D. Licensed Space Usage Orderly and Clean. No Furniture. Customer must maintain Licensed Space in an orderly and clean manner and in good repair and condition, free of debris and litter. Designated trash receptacles are located in IBX Common Areas. Customer may not place furniture (e.g., chairs) in its Licensed Space except as permitted by the IBX site manager, and such permission may be withdrawn at any time. If Customer fails to remove the furniture within a reasonable time after notice, Equinix may remove and store the furniture at Customer's expense billed at Smart Hands rates. 2. Card boa rd/Shiooino/Box/Debris/Flammable Material Removal. Cardboard or other flammable material is strictly prohibited in Licensed Space in some jurisdictions. Where it is permitted, Customer must not store or permit such materials to remain within the Licensed Space for more than 24 hours without Equinix's consent. Violations of this section may result in Equinix remediating the problem at Customer's expense billed at Smart Hands rates. 3. Use of Cameras, CCTV or Recording Eaui menu. Customer may not use any cameras, CCTV or recording equipment inside the IBX, except for the following limited exceptions within a private cage. Smart Hands charges for Equinix's time will apply. a. CCTV. Customer may NOT install any surveillance cameras or other E Q U I N I X POLICY Agreement No. 4581A GLOBAL IBX POLICIES surveillance equipment without Equinix's prior review and consent. All equipment and use of such equipment is subject to Equinix approval. No equipment will be approved if it includes pan/tilt/zoom capabilities or a microphone or is able to monitor anything except the inside of Customer's Licensed Space. Equinix reserves the right to require Customer to remove or relocate any equipment that Equinix deems to threaten or impede the security of the IBX, including the security and privacy of other Equinix customers. b. Smart Hands Assistance. When scheduling a visit, Customer may request that Equinix take photographs of Customer's private cage and of Customer's Equipment within such private cage. Equinix will do so only if: (i) Customer completes the required documents provided by Equinix, (ii) an IBX staff member takes the photographs and recordings with Customer's recording equipment, and (iii) the IBX staff member at all times controls the recording equipment while it is inside the IBX. Customer may only use any recordings, photographs or video taken within an IBX for Customer's internal purposes and may not distribute or use such content in any public marketing or promotional materials without Equinix's prior written approval. 4. Signage, Customer may install a self -identifying marker (e.g., sign) on Customer's Equipment or Licensed Space with the prior approval of Equinix. Equinix will not install any such signs unless expressly directed by Customer at Customer's expense billed at Smart Hands rates. 5. Customer's Equipment -General. Customer must configure, provide, place, install, upgrade, add, maintain, repair and operate Customer's Equipment in a safe and lawful manner and in compliance with all applicable laws and manufacturer specifications and requirements and industry standards, including but not limited to, those relating to proper installation, power consumption and ventilation. 6. Customer's Equipments ----Installation and Operation. Customer's Equipment may not be stacked or resting on any other equipment and must be securely fixed onto a cabinet or rack in a manner reasonably satisfactory to Equinix. If Customer's Equipment is too large or heavy for a rack or cabinet (e.g., large servers), Equinix may affix such Customer's Equipment directly to the floor at Customer's expense billed at Smart Hands rates. Where practical, the heaviest or hottest components of Customer's Equipment should be installed in the lower sections of a cabinet to make the most effective use of the supplied cooling system. Equinix may require removal of any of Customer's Equipment that, in Equinix's sole discretion, (i) causes a threat to safety (including any risk of fire or other hazard), (ii) unreasonably interferes with the operations of Equinix or another customer or any other person or entity that is occupying Licensed Space or IBX property or otherwise utilizing any portion of the IBX, or (iii) otherwise does not comply with these Global IBX Policies. 7. Customer's Equipment -Internet Exchange. Customer will not operate an "Internet Exchange" within the Licensed Space that competes with Equinix. To clarify, uUuu EO U I N I X POLICY Agreement No. 4581A GLOMAL IBX POLICIES Customer may not create or operate a shared infrastructure to which a network interconnects for the purpose of exchanging routed traffic with all the other networks connected to the shared infrastructure where the owners of the networks have direct contractual relationships between each other for the exchange of that routed traffic. Customer may connect to other Customers through use of a Cross Connect or an Equinix Exchange only. 8. Power. a. Customer must NOT: 1. Use UPS systems or 48v DC rectifiers that are not provided by Equinix; 2. Use VRLA (valve -regulated lead -acid) batteries or any other form of rechargeable battery unless the batteries are a manufacturer -installed integrated part of the equipment; 3. Use circuit splitters on any Equinix-provided power circuit; 4. Connect a power circuit to a cabinet other than the cabinet specified by Equinix for such power circuit; 5. Connect power strips or other equipment into each other to form a single long line of strips, i.e., daisy chain; or 6. Use equipment that does not comply with applicable safety codes and product safety agency listings. Specifically, all Customer's Equipment must be UL -listed and comply with the U.S. National Electrical Code (or equivalent thereof outside the United States). b. Power Circuit Usaq. For each power circuit and Redundant Power Circuit Pair (as defined below), Customer will not consume more than the lesser of (i) the power rating for such power circuit stated in the associated Order (80% of the rated capacity) or (ii) the rated capacity pursuant to the applicable local codes. A "Redundant Power Circuit Pair" is two identical power circuits installed in the same cabinet or rack (neither of which are part of another pair of circuits in the same cabinet or rack) that are fed from diverse power busses and are powering only equipment with redundant power supplies capable of auto-failover. Customer must ensure that the aggregate draw of the entire Redundant Circuit Pair does not exceed the usage limit of a single circuit at any time. If the draw of the entire Redundant Circuit Pair exceeds the usage limit of a single circuit, then each power circuit will be considered a single primary circuit, so additional charges will apply and the circuits will not be covered by the Redundant Circuit Pair SLA, and Equinix may reduce the Customer's power draw accordingly. 9. Environmental. Customer must use appropriate air management/ containment components such as full cabinet blanking panels and above -cabinet vertical panels as specified by Equinix in applicable IBX data centers to minimize recirculation of hot server exhaust with cold supply air and to support cooling efficiency and effectiveness. For the avoidance of doubt, Equinix-provided cabinets will also include the initial blanking plates, grommets and brushes, and Customer may request that Equinix install such air management products on Customer's behalf E 0 U I N I X POLICY Agreement No. 4581A GLOBAL IBX POLICIES pursuant to an Order. Customer will ensure any and all applicable air containment components remain installed and intact throughout the contracted term of the Licensed Space. Equinix may perform periodic audits to ensure containment components are functioning as intended and if not, then Customer will promptly comply with Equinix remediation requests or permit Equinix to enter the Licensed Space and perform the remediation at Customer's expense billed at Smart Hands rates. E. Cables and Wirinq As further described below, Equinix will install Cross Connects that extend outside Licensed Space and attach them to the Point of Demarcation ("POD"), and Customer will install "Customer Cabling" (as defined below) within Licensed Space, including those that attach to the POD. Cross Connect. A Cross Connect is a physical or wireless interconnection within an IBX that exits Customer's Licensed Space or otherwise connects Customer to another Equinix customer. Customer may not install, move or remove any Cross Connect. Equinix will install a Cross Connect ordered by a Customer ("A -side") only if the other customer ("Z -side") approves such Cross Connect. Equinix may disconnect a Cross Connect upon termination or expiration of the Order or at the request of either the A -side or the Z -side Customer, and in such case, Equinix will inform the other Customer of an impending disconnection. Customer will be responsible for obtaining telecommunications services as needed from the carrier of its choice inside the IBX, and Equinix will not be responsible for such services other than for installation and maintenance per the Cross Connect SLA. 2. Point of Demarcation. Equinix will install a POD to connect Cross Connects to Customer Cabling. The POD is typically a relay rack with a demarcation patch panel, which may include: (i) patch panel, DSX panel for category 5 twisted pair, co -axial, single and multi -mode fiber, or (ii) other appropriate interconnection equipment. Customer may only connect Customer's Equipment to the POD within the Licensed Space to complete the connection to the Cross Connect. Customer may request installation of an additional POD subject to Equinix approval. 3. Customer Cablinq. Customer Cabling is the physical interconnection between Customer Equipment wholly within the Licensed Space, including patch cables, and connection to the POD. Customer is responsible for the installation, maintenance and repair of Customer Cabling. a. Customer must: 1. Ensure cables and power cords only run from Customer's Equipment out of the back of the cabinet or rack. If this is not possible, Customer will ensure that appropriate air management products are installed to make the most effective use of the supplied cooling system. 2. NOT access Equinix cable trays or Equinix cabling infrastructure to install Customer Cabling; except Customer may install Customer Cabling in those instances where Customer has had Equinix install a dedicated cable tray or fiber duct over two or more of its cabinets expressly for this purpose, and if Customer requires access to the cabling infrastructure for such connection, Equinix will install it at MOM E 0 U I N I X POLICY Agreement No. 4581A GLOBAL IBX POLICIES Customer's expense billed at Smart Hands rates. 3. Ensure all cables and wiring within the Licensed Space (excluding Cross Connects and POD, which are Equinix's responsibility) are neatly wrapped and tied together. If Customer fails to comply with this requirement within a reasonable time, Equinix will notify customer to correct the condition, and if Customer still fails to comply, Equinix may neatly wrap and tie such wires and cables at Customer's expense billed at Smart Hands rates. b. Labels. Customer may label Customer Cabling but may NOT affix or maintain labels to any Cross Connect or POD, including any ports on the POD. Equinix will affix and maintain those labels, which will contain information as determined by Equinix, including circuit identification and other information needed to identify each Equinix-provided port. If Customer requires labeling of Customer Cabling, Equinix can label according to Customer's instructions and at Customer's expense billed at Smart Hands rates. 4. Wireless Interference. Equinix is not responsible for any electronic interference that may occur with respect to Customer's use of wireless communications equipment. .0M 2116. Incoming Shiiaments. Equinix will reject or ship back to the "shipped from" address at Customer's risk and expense any shipment that does not comply with the following: a. Shipments and boxes must be clearly labeled with Customer's name or identifier as required by the IBX. Customer may not list Equinix as a recipient of any shipment or identify Equinix as a recipient to any shipping carrier. b. Shipment must pass Equinix's reasonable safety inspection. Shipments containing liquids, combustibles and any hazardous materials are prohibited and will be rejected. c. Customer must give Equinix advance notice that a shipment is arriving in accordance with the shipping and receiving policies in effect at the IBX. Failure to provide advance notice may result in rejection of the shipment. d. Customer must promptly move shipments from shipping/ receiving area to Licensed Space and may request Equinix perform Smart Hands for assistance. If Customer fails to have shipments moved promptly, then Equinix may move the shipments to a temporary holding area at Customer's risk and expense. If Customer fails to remove (or cause to be removed) the shipment from the temporary holding area within five days of Equinix receiving the shipment, then Equinix may, at Customer's risk and expense, (i) ship the Equipment back to Customer; or (ii) upon prior written notice to Customer, Equinix may consider the shipment to be abandoned under the laws of the jurisdiction where the IBX is located, and liquidate or otherwise dispose of such shipment and retain the proceeds. EO U I N I X POLICY Agreement No. 4581A GLOMAL IBX POLICIES 2. Property Control Procedures. If Customer prefers to hand carry (hand trucks and carts not permitted) Customer's Equipment either into or out of the front door of the IBX, Customer will be subject to property control procedures, which may include requirements to provide Equinix with descriptions and the serial numbers of items valued at more than US$1,000 (or equivalent local currency) as well as the name, contact number and signature of the person removing such items. 3. Smart Hands Assistance. Customer may request that Equinix: a. Move shipments into Customer's Licensed Space from shipping/receiving or vice versa; b. Unpack or pack shipments. In doing this, Equinix may record serial numbers for Customer's Equipment. Accordingly, when packing Customer's Equipment for shipping, Customer may expect that Equinix personnel will need access to and record the serial numbers of Customer's Equipment prior to the boxes being sealed and shipped. Equinix is not responsible or liable for any missing or damaged Customer's Equipment, which may occur during the packaging, shipping, unpacking or receipt of such equipment. 4. Local Variations. Customer will comply with any local shipping and receiving policies in effect at the IBX. 5. Duties and Import/Export Charges. Customer is responsible for all duties, charges, fees, taxes and customs requirements associated with international shipments. G. Notifications Customer will designate one or more persons whom Equinix may contact at any time in the event of an emergency or otherwise as needed by Equinix. Customer will provide to Equinix a means of contacting such persons at any and all times. Equinix prefers, but does not require, that such contact method be the telephone number of a twenty-four (24) hour operations center staffed by persons familiar with Customer's use of its Licensed Space and Customer's Equipment. Customer may contact Equinix Service Desk for questions or support. H. Use of Unordered Products Customer may only use Licensed Space or Services that are specified in a valid Order (including Online or Phone Orders) executed by the Parties. If Customer or Equinix discovers Licensed Space or Services are being delivered without a valid Order ("Unordered Service"), the discovering party must notify the other (email or regular mail specifically permitted in this instance), and the Unordered Service will be discontinued immediately unless the Parties promptly execute a valid Order. If Customer fails to discontinue use of the Service or execute and deliver to Equinix a valid Order within ten (10) days of the proposed Order being sent to Customer, then in addition to other remedies permitted by the Customer Agreement, Equinix may also immediately suspend or terminate the use of the Unordered Service. For the avoidance of doubt, use of a power circuit beyond its limit and use of a Redundant Power Circuit Pair beyond the limit of one of the circuits in such Redundant Power Circuit Pair shall be considered use of an Unordered Service. O E Q U I N I X May 14, 2019 EQUINIX METRO CONNECT and INTER -METRO CONNECT POLICY This Equinix Metro Connect and Inter -Metro Connect Policy ("Policy") supplements and sets forth additional terms and conditions governing Customer's use of the Equinix Metro Connect and Inter - Metro Connect (defined below) as further described in the applicable Order. Words capitalized but not defined in this Policy will have the meaning defined in the Agreement. 1. Description of Products Metro Connect ("MC") provides fiber optic connectivity between Equinix IBX Centers within a metro area. Inter -Metro Connect ("IMC") provides fiber optic connectivity between Equinix IBX Centers in different metro areas. Unprotected MC and IMC provides at each IBX Center a single path, a single switch, and a single handoff. Protected MC and IMC provides resiliency at each IBX Center by using two diverse paths with a single switch and a single handoff. Dual Diverse MC and IMC provides added resiliency at each IBX Center by using two diverse paths with two switches and two handoffs. 2. Service Level Agreement This Service Level Agreement ("SLA") defines measurable performance levels and, subject to the last paragraph of this section, specifies Customer's sole and exclusive remedies if Equinix fails to achieve the service levels specified in the tables below. "Unavailability" for this product is defined as: a communications failure between the endpoints of the MC or IMC caused by failure of the passive physical media or Equinix's switching components. MONTHLY CONSECUTIVE MINUTES AVAILABILITY OF UNAVAILABILITY 99.9%-99% 44 minutes to < 7 hours 99%-98% 7 hours to < 14.4 hours 98%-97% 14.4 hours to < 21.6 hours „„ < 97% 1 21.6 hours MRC CREDIT FOR EACH AFFECTED UNPROTECTED MC OR IMC 10% 50% 75% 100% CONTRACTS Agreement No. 4581A EQUINIX METRO CONNECT AND INTER -METRO 11 III'"ll' '9� "°IIIII� uiiiiiggi. x i i i.l "i a upviiillwu a ulp uqu ilipli ililininiilulnuni in u u i I l l lni uuu,w11,11H w ,.. x. iee uxuunuuu m ii MONTHLY CONSECUTIVE MINUTES MRC CREDIT FOR AVAILABILITY OF UNAVAILABILITY EACH AFFECTED < 4 minutes PROTECTED MC OR IMC ...................... 99.99% - 99.9% 4 minutes to 5% 99.9%-99% < 44 minutes 99.9%-99% 44 minutes to 10% < 7 hours 98%-97% 99%-98% 7 hours to 50% < 97% < 14.4 hours 98%-97% 14.4 hours to 75% < 21.6 hours < 97% > 21.6 hours 100% MONTHLY CONSECUTIVE MINUTES AVAILABILITY OF UNAVAILABILITY 99.999%-99.99% 26 seconds to < 4 minutes 99.99%-99.9% 4 minutes to < 44 minutes 99.9%-99% 44 minutes to < 7 hours 99%-98% 7 hours to < 14.4 hours 98%-97% 14.4 hours to < 21.6 hours < 97% > 21.6 hours MRC CREDIT FOR EACH AFFECTED DUAL DIVERSE MC OR IMC 2% 5% 10% 50% 75% 100% CONTRACTS Agreement No. 4581A E UINIX METRO CONNECT AND IN'TER-METRO Unavailability periods must belllverified by Equinix E nix and begin from the earlier of (i) Customer's written notification to Equinix, and (ii) the demonstrated start of the Unavailability as agreed by the parties; and ends when the Unavailability has been remedied. All approved credits will be applied by Equinix to the invoice for the month following the month in which the credit was approved. Notwithstanding anything to the contrary, Equinix will have no liability and Customer will not be entitled to a credit if the event or condition that would have otherwise given rise to the credit was caused by any of the following: (a) circumstances beyond Equinix's reasonable control; (b) Customer's act or omission, or an act or omission of the customer to whom Customer connects; (c) scheduled maintenance; or (d) Customer does not request a credit from Equinix in writing at the appropriate country contact within seven (7) days after the incident entitling Customer to a credit has been remedied. Agreement No. 4581A Shilling, Mona 111 Illlllii illi i P From: Shilling, Mona Sent: Thursday, October 17, 2019 9:59 AM To: Sandoval, Lili; Harada, Patricia Cc: Cerritos, Maria; Kim, Scott; Fennell, Darlene; David King Subject: FW: Equinix Agreements Lili/Patrica, Follow-up regarding IS submittal of two new Equinix Orders associated with existing agreement 4581. Please refer to the email below confirming Equinix existing order numbers associated with the City's agreement no. 4581. This email is my understanding of the current agreement and the two new Equinix Orders. ********** Currently we have an open ended agreement with Equinix, the City's agreement no. 4581. The Equinix order numbers associated with this agreement are as follows; GTC_154388 (Global Terms and Conditions) MCA_154388 (Master Country Agreement), this is identified as "Exhibit A" of the City's agreement no. 4581 154597 (Pricing Agreement), this is identified as "Exhibit B" of the City's agreement no. 4581 S-135767_154412 (LA4 Equinix IBX Order, dated September 26, 2013)) , this is identified as "Exhibit C" of the City's agreement no. 4581 S-135837_154415 (LA4 Equinix IBX Order dated September 26, 2013), this is identified as "Exhibit D" of the City's agreement no. 4581. It is important to note this agreement did not go to Council for approval in 2013. The associated Exhibits listed above do not appear to go over the City Manger's signing authority. Invoices from FY 18/19 total $38,743.52. PO number 25- 000743 and 25-007743 were issued for $49,000.00 and $36,400.00 for FY 18/19. ********** Recently, IS went to the City Council (2019-09-03) to enter into a 5 (five) year lease agreement for a total of amount of $404,185.20 stating the average cost per year will total $79,637.00. Attached are Equinix Order number 1-190876199269. This order reflects a non-recurring charge of 6000.00 with a monthly recurring charge of $6,250.00 and a price increase of 3% per year. Lili checked the calculations and this agrees with the dollar amount approved by Council for a 5 (five) year term. IS has requested our office process this Order as an amendment to agreement no. 4581. In additional IS requested we process Equinix order no. 1-190926018976 as an additional amendment to agreement no, 4581. This order is a non-recurring charge of $9,880.00. This did not go to Council. In discussions with David King he is comfortable with this falling under the City Manager's $50,000. signing authority. ********** Agreement No. 4581A Below you will find an email Scott Kim sent to Equinix confirming that the existing billing and associated order numbers with the current billing will not overlap with the new Equinix Order numbers thus not exceeding Councils approval amount or the City Manager's signing authority per Fiscal Year. However, what is possible a concern is the new orders automatically renew for a 12 month term every year if a notice is not provided 90 days to terminate. We will need to reflect the 5 year term only (expiration date approximately October 30, 2024) and the approved dollar amount only in our contract log and Laserfiche of $404,185.20. Lili, based on the staff report the minutes for this reflect a new agreement no. 5768. You will need to canx this agreement number in the contract log and add comments to refer to amendment numbers 4581A and 4581B. We should change the name in Laserfiche from LA4 Equinix to just Equinix. Per Joe Lillio he will provide us a copy of the ICRMA certificate for our proof of insurance to Equinix. Please include this in the agreement folder and Laserfiche. Patricia, IS and the City Attorney's office are aware of the expired separate License Agreement No. 3787 with Equinix. IS was attempting to negotiate at the same time. To date that agreement has not been renewed. In speaking with David, at a minimum the City should maintain current proof of insurance from Equinix for that agreement, also periodically we should continue to follow-up with IS on the expired license agreement. Please include this email with the agreement in the contract log, Lasterfiche and paper file. Any questions or concerns let me know. Thanks, Mona S -----Original Message ----- From: Kim, Scott Sent: Friday, October 11, 2019 2:11 PM To: Shilling, Mona Cc: Fennell, Darlene; Mallory, Charles Subject: FW: [EXTERNAL] FW: Equinix Contract Mona, Per our conversation this morning here is an email approval from Equinix, Scott Kim IS Manager City of EI Segundo 310.524.2375 -----Original Message ----- From: Mike Hilly <mhilly@equinix.com> Sent: Friday, October 11, 2019 12:51 PM To: Kim, Scott <skim@elsegundo.org> Subject: Re: [EXTERNAL] FW: Equinix Contract Greetings Scott, Agreement No. 4581A The below email is correct. Please let me know if you need anything else. Kind regards, Mike Hilly Account Executive EQUINIX PROFESSIONAL SERVICES, CLOUD I One Lagoon Drive, Redwood City, CA 94065 E mhilly@equinix.com I T +1 650 598 6027 1 M +1408 306 4011 On 10/11/19, 11:25 AM, "Kim, Scott" <skim@elsegundo.org> wrote: Mike, Can you please knowledge that Equinix approves the following. Contract 4581 (attached to this email) — EI Segundo will... * Only keeping the Global Terms and Conditions, and Master Country Agreement from contract 4581 * Remove exhibits B (154597), C (5135767_154412), and D (135837_154415) from contract 4581 • Amend Contract 4581 to add the new Sales Order and Parts orders attached to this email When the new sales orders 1-115450393385, 1-190876199269 go active, old sales order (154597, 5135837_154415, 5135767_154412) will not be charged. •There will be no overlap of old sales orders (154597, 5135837_154415, S135767_154412) and the new sales orders 1-115450393385, 1-190876199269 on contract 4581. > Thanks, > > Scott Kim > 1S Manager > City of EI Segundo > 310.524.2375 > <CONTRACT 4581 Vender Agreement.pdf> > <SalesOrder.pdf> > <Parts.pdf>