*Clean copy, with the heading block and drafting notes removed, except a title or a list of abbreviations the text needs; the annotated copy keeps both, including steps to take before use. No county has adopted the instruments of this release, no developer has signed them, no licensed attorney has reviewed them, and none of the studies they depend on has been done. Remove this note, the license and notice lines below, and the status, author and release-notes lines at the end before the text is adopted, signed or recorded.*

<!-- SPDX-License-Identifier: CC0-1.0 -->
*LICENSE: CC0 1.0 Universal (Public Domain Dedication). To the extent possible under law, Timothy Smith has waived all copyright and related or neighboring rights to this instrument.*

*ADOPTION NOTICE. **No attribution, notice, citation, credit, or acknowledgment of any kind is required in any adopted ordinance, executed agreement, staff report, or recorded instrument**, and no provision of this document shall be construed to require one. A jurisdiction may adopt, modify, renumber, or reject any portion without notice to or consent of the author. Attribution is requested only in derivative published works, and only as a courtesy.*

---

# Module M3. Civic Compute Allocation

**Contents.** Part 1, Common terms. Part 2, Ground lease. Part 3, Community benefits agreement. Schedule 1, Technical Schedule. Schedule 2, Resident Data. Schedule 3, Valuation.

---

## PART 1. COMMON TERMS

**Section 1.1 Application.**

(a) This Module applies where (i) the Board of County Commissioners takes part of the rent under a ground lease made on the Model Ground Lease as rent in kind (the "Lease"), or (ii) a community benefits agreement made on the Model Community Benefits Agreement attaches or applies provisions of this Module under its Section 5.4 (the "Agreement"). The Lease or the Agreement is the "Instrument."

(b) Part 1 and Schedules 1 to 3 apply under either Instrument. Part 2 applies only under a Lease, and Part 3 only under an Agreement. Where Part 2 or Part 3 states a term for a matter, that term governs under its Instrument. Where a provision of this Module states a specific term, including a cure period, a Substitute Benefit or a Conversion Floor, it governs over a general term of the Instrument.

(c) The obligations of this Module are covenants of the Instrument. The Instrument cites a provision of this Module with the word "Module," for example "Module Section 1.4" or "Module paragraph T-3."

(d) A term the Instrument defines, including "Approvals," "Approved Capacity," "Compute Hall," "Operations Commencement Date," "Phase," "Project," "CPI-U" and "Abandonment," has the meaning the Instrument gives it, except as Section 1.2 provides. Under a Lease, "minimum lease terms" is such a term: the Lease defines it as the terms the Board sets and publishes before the solicitation identified in its Exhibit "B."

**Section 1.2 Definitions.** In this Module:

- "Accelerated-computing capacity" means capacity provided by graphics processing units, tensor processing units and other compute accelerators, as distinct from general-purpose central processing units, storage and networking.
- "Access Institution" has the meaning in Section 1.5(g)(ii).
- "affiliate" means an entity that controls, is controlled by or is under common control with the Developer, and "control" means the power to direct management or policies, by ownership, contract or otherwise.
- "Allocation" or "Civic Compute Allocation" means the computing capacity the Developer makes available under Section 1.4.
- "Appointing Authority" means the appointing authority the Instrument names, which is never the County or any other local government. It appoints the valuer panel when paragraph V-5 calls for it and each neutral under this Module.
- "Chronic Deficiency" means the Developer's failure to meet the service levels of the Technical Schedule in [two (2)] consecutive calendar quarters after notice and the cure period of Section 1.24.
- "Continuity Escrow" means the escrow under Section 1.14.
- "Conversion Event" means an event listed in Section 1.17(a).
- "Conversion Payment" means a payment of the value of undelivered Allocation, on a Conversion Event or under Section 1.9(c), Section 1.15(c) or paragraph T-13(b).
- "Counterparty" means, under a Lease, the County acting only as landlord, and, under an Agreement, the Community Party.
- "Covered Equipment" means servers, compute accelerators, storage and networking hardware at the Project Site.
- "Custodian" means the bank or trust company the Instrument names under Section 1.12, or its successor.
- "Developer" means the Tenant under a Lease and the Developer under an Agreement.
- "Distress Event" has the meaning the Instrument gives it, and for this Module also includes a material failure to maintain the Allocation, the Continuity Escrow, the obligations of Section 1.15 or the security under Section 1.20 that continues after notice and the cure period of Section 1.24.
- "Fair salvage value" of hardware that has been in service means its value under the salvage benchmark the Technical Schedule states or, until a Technical Schedule in effect states one, the lower of (a) the highest written offer the Developer or an affiliate received, within [__] days before the hardware is ordered or elected, for that hardware or for units of the same model, configuration and condition, from a buyer that is neither and that buys used computing hardware in the ordinary course of its business; and (b) the price the Developer or an affiliate paid a person that is neither for the hardware, net of every discount, rebate and credit, reduced in equal monthly amounts over [__] years from the date the hardware entered service, and not below zero. Where no such offer was received, item (b) applies alone. Where paragraph T-11 applies, the certificate under paragraph T-11(c) states each figure and its basis.
- "holder" of Recipient-Owned Hardware means the person that holds title to it. A person that has possession of it without title, including the Developer under paragraph T-17, a person housing it under paragraph T-18 and the County after the end of a Lease, is not its holder.
- "Host Institution" means an institution the Instrument names under Section 1.11 that has accepted in writing or, under a Lease, an institution Section 2.1(b) describes.
- "Installed IT Capacity" means the aggregate nameplate electrical capacity of information-technology equipment installed at the Project Site for computation, storage or data transmission, whoever owns, leases or operates it, measured at rated equipment input, without regard to utilization actually achieved, power capping, redundancy reservation or equipment in standby. For equipment that neither the Developer nor an affiliate owns or operates, and whose owner or operator does not report its nameplate rating after the Developer's written request, made each year, the critical information-technology load contracted to its owner or operator is used, counted once without redundant feeds, or, where none is contracted, the load provisioned to it, counted the same way; the share of that load serving accelerated computing is the share its owner or operator reports or, if none is reported, the share the Technical Schedule or, under an Agreement, Exhibit A states. Under an Agreement, it also includes the capacity of the information-technology equipment installed at each related data center under Section 5.1(d) of the Agreement, measured the same way.
- "Leasehold Mortgagee" means, under a Lease, a Leasehold Mortgagee as the Lease defines it, and, under an Agreement, a holder of a mortgage on a leasehold estate in the Project Site.
- "Monitoring Fund" means the fund described in Section 1.21.
- "Project Site" means, under a Lease, the Premises.
- "Public Approver" means the County, any board, agency or dependent district of the County, and any other county, municipality, regional body, special district or other local government that grants or acts on an Approval or, under an Agreement, a Replacement Approval. A Public Approver operates each facility it runs in the ordinary course of its functions and each facility it holds under a lease. It does not operate any other facility, such as a school that another body runs, only because it opens or runs a public shelter or a cooling or warming center there during an activation, whether or not an emergency has been declared, under s. 252.385, Florida Statutes, or its emergency management plan.
- "Qualified Operator" means an entity other than a Host Institution that, under an Agreement only, becomes or may become the Recipient under Section 3.2(b), 3.4(b)(iii) or 3.5(d), or continues as the Recipient under Section 1.10(b)(viii), on meeting Section 1.10; Section 1.10(a) governs when it ceases to qualify.
- "Recipient" means, at any time, the Host Institution or, under an Agreement, the Qualified Operator then entitled to receive the Allocation. While none is entitled, there is no Recipient, except as Section 3.1(b) provides.
- "Recipient-Owned Hardware" means computing hardware to which the Recipient holds title and that vested in it under Section 1.13(a), that it bought under the option in Section 1.13(b), that it acquired under paragraph T-12 or T-15, other than equipment that paragraph T-15(d) excepts, that it received from an earlier Recipient under Section 1.6(d), that was paid for with funds of the Restricted Account, of the Hardware Refresh Reserve under paragraph T-20 or of net proceeds applied under Section 1.6(d), or that it acquired for users on the terms of paragraph T-14 and designated in writing to the Developer as Recipient-Owned Hardware before it was ordered. Hardware that has been Recipient-Owned Hardware remains Recipient-Owned Hardware until it is retired under Section 1.6(d), whoever later becomes its holder and however, and hardware any person buys with net proceeds applied under Section 1.6(d), or that a holder buys under that Section to replace Recipient-Owned Hardware lost, destroyed or taken, is Recipient-Owned Hardware; but hardware ceases to be Recipient-Owned Hardware when, in enforcing financing that paragraph T-14 permits and that is secured solely by the hardware it pays for, a secured party accepts it in satisfaction of the debt or a person buys it at the secured party's disposition, unless that secured party or person is the Developer or an affiliate or is controlled by either. No other hardware a Recipient owns is Recipient-Owned Hardware.
- "Replacement Cost" has the meaning in paragraph V-2.
- "Restricted Account" means the account the Custodian holds under Section 1.19.
- "Service" has the meaning in paragraph T-21.
- "Substitute Benefit" has the meaning in Section 1.17(d).
- "Technical Schedule" means the schedule agreed under paragraph T-1.
- "Term" means the term of the Instrument and, under a Lease, includes any holdover.
- "The commons" means the Allocation, Recipient-Owned Hardware and each Service the Recipient makes available to users.

**Section 1.3 The County and other public bodies.**

(a) **No County role.** Under a Lease, Section 2.6 states the County's role as landlord. Under an Agreement, the County is not a party and has no right, duty or role. Under either Instrument, the County holds no appointee, seat, vote, membership, consent right, approval right, veto, custody role, residual or reversionary interest in or over any Recipient, the Custodian, any account under this Module, Recipient-Owned Hardware or the Allocation, and has no right to direct their governance, operation, use or disposition. The Technical Schedule, the acceptable-use policy, each Recipient's governing instruments and every decision of a Recipient are made without County review or approval, and no Recipient's governing instruments need County consent to be amended. No approval, election, determination, consent, designation, appointment, audit, filing, custody, ownership or receipt of property or money under this Module is given to, made by or held by the County, except as Part 2 states for the County as landlord. The County does not form, organize, incorporate, sponsor, fund or designate any Qualified Operator, and does not select, instruct or pay any valuer. No Recipient, Custodian, valuer or neutral is an agent, instrumentality or contractor of the County.

(b) **No public receipt.** Except as Part 2 states for cash rent and the County's own fees and costs, no computing capacity, hardware, Substitute Benefit, service, equipment, money or other property under this Module is delivered or paid to a Public Approver or to any facility a Public Approver owns or operates, and no such facility receives or houses equipment under this Module, except Recipient-Owned Hardware and other equipment a Recipient owns awaiting removal under Section 2.11(b). Use of the Allocation by a resident as an individual user, from any location, including a public library terminal, is not an allocation to a facility. No account under this Module is an account of the County or is held for it, and no asset of the Restricted Account, the Continuity Escrow or the Monitoring Fund passes to the County or to any general fund in any event, including the dissolution of a Recipient, the end of the Instrument or reversion.

(c) **Not an approval condition.** The Allocation is not a condition of any permit, development order, rezoning, plan amendment, development agreement or other approval, and no approval refers to it.

(d) **Other law.** A reference in this Module to a County standard means a standard that applies to the Project by its own force, and it gives the County no role under this Module. No right under this Module affects any refurbisher registry or other County standard or gives any person a right against the County. This Module adds to, and does not displace, any procurement, property disposal, public records or contracting law that binds a Recipient or other purchaser that is a public body.

**Section 1.4 The Allocation.**

(a) **Amount.** From the first delivery date and for the Term, the Developer shall make the Allocation available to the Recipient in kind, without charge for the capacity itself. The Allocation, in megawatts, is A = R x C, where R is the ratio the Board states in its published minimum lease terms or, under an Agreement, the ratio in Section 5.1(a) of the Agreement, and C is Installed IT Capacity in megawatts, measured under paragraph T-2. Expressed as an annual quantum, the Allocation is A multiplied by 8,760 hours.

(b) **[Optional second limb.** The Allocation is the greater of A and the annual quantum of compute, bandwidth and storage stated in the Technical Schedule, compared as annual quanta. If the Technical Schedule states that quantum in other units, it states the conversion; without a stated conversion, subsection (a) governs.]

(c) **[Optional] Allocation Floor.** [The Allocation shall not be less than [one-half percent (0.5%)] of the critical IT load component of Approved Capacity, expressed as an annual quantum, or, where the Instrument states no critical IT load, [__] megawatts so expressed. The Developer is not required to dedicate in kind capacity exceeding [__] percent of then-current Installed IT Capacity. Any excess is a Conversion Event under Section 1.17(a)(iv) as to the excess only, and the in-kind obligation continues as to the remainder.]

(d) **First delivery.** First delivery shall occur not later than [__] months after the Operations Commencement Date or, under an Agreement, the Operations Commencement Date of the first Phase.

(e) **Scaling.** The Allocation scales with Installed IT Capacity by its own terms as the Project grows, is restated at each Phase, and applies to the Project as enlarged without amendment of this Module.

(f) **Maximum.** The Allocation is the Developer's maximum in-kind computing obligation under the Instrument. Export-control services under paragraph T-7 and exit assistance under Section 1.14(e) are services incident to delivery; services priced under Section 1.8(a) or paragraph T-12 or T-17, and the right under paragraph T-15, are not in-kind capacity; and none of them is additional in-kind capacity or rent in kind.

(g) **No duty to install.** Nothing in this Module requires the Developer to install IT equipment, maintain Installed IT Capacity at any level, restore a reduction, or install, keep or offer any particular class, generation or mix of equipment. Where the Project Site houses no accelerated-computing capacity, paragraph T-4 requires none and no shortfall under it can arise.

(h) **Delivery.** The Allocation is delivered as a service on current-generation equipment at the Project Site on the terms of Schedule 1, or in the cloud form under paragraph T-13. Delivery of the Allocation conveys no equipment to the Recipient, except as Section 1.13(a) provides.

**Section 1.5 Use; acceptable use.**

(a) **Uses; acceptable-use terms.** The Allocation is for public-interest research, education, workforce training, civic and nonprofit uses, and small-business access, by residents of the Service Area and institutions serving them, under an acceptable-use policy the Recipient adopts. The "Service Area" is [COUNTY] County[, together with, under an Agreement, the other counties Exhibit A of the Agreement names]. The policy includes these terms, in addition to those subsection (b) requires:

(i) **Eligible users.** Eligible users are residents of the Service Area using the Allocation as individuals; institutions serving them, including public bodies, schools, colleges, universities, libraries and nonprofit organizations; and small businesses located in the Service Area [with not more than [__] employees]. A law enforcement agency is an eligible user only for emergency services. "Emergency services" means response to a fire, medical emergency, hazardous materials release, disaster or other emergency that threatens life or property, and not surveillance or the investigation of crime.

(ii) **Prohibited uses.** No user uses the commons to (A) violate any law, including export control, sanctions, privacy, intellectual property and computer crime laws; (B) gain or attempt access to any system, account or data without authorization, or test the security of a system without its owner's written permission; (C) create, distribute or run malicious software, or send unsolicited bulk messages; (D) identify, track or profile individuals without their consent; or (E) carry out surveillance of members of the public, including by analyzing camera, video or drone imagery, license plate reader data, face images or location data to identify or track individuals, or by connecting to a real-time crime center.

(iii) **Screening lists.** For paragraph T-7(c), the policy names [the Consolidated Screening List maintained by the International Trade Administration, with any entity owned 50 percent or more by persons on the Specially Designated Nationals List or, while 15 C.F.R. 744.11(a)(1) is in effect, by entities on the Entity List] and, as the countries, [Macau, each destination in Country Group D:5 of Supplement No. 1 to 15 C.F.R. Part 740, and each foreign country of concern under s. 287.138(1)(c), Florida Statutes].

(iv) **Incident reports.** The prompt reporting subsection (b) requires is made within [__] hours after the user discovers the incident or misuse.

(v) **Suspension and review.** The Recipient may suspend an account or a project allocation at once to stop an active security incident or a use that violates the law, and otherwise only after notice of the breach and [__] days to cure. Each suspension or termination states its reason in writing. A user may ask, within [__] days, for review by a person at the Recipient who took no part in the decision, who decides within [__] days. Each year the Recipient publishes the number of suspensions and terminations by category.

(vi) **Changes.** The Recipient publishes each change to the policy not less than [__] days before it takes effect, except a change the law requires sooner.

(vii) **Sanctioned places.** The Recipient does not provide access to the Allocation from a country or region subject to comprehensive sanctions administered by the Office of Foreign Assets Control.

(b) **Policy.** The acceptable-use policy shall at least: limit use to the purposes of subsection (a); provide for project allocations under paragraph D-3(b); state abuse-response procedures consistent with the Technical Schedule; require conformity with paragraph T-7; require that each account is used only by the person to whom it is issued; require prompt reporting of any suspected security incident or misuse of credentials; make the person leading each project responsible for its members, their eligibility and the removal of members no longer authorized; limit use within each project allocation to its stated purpose; bar cryptocurrency mining; bar resale except as Section 1.6 permits; and bar processing of protected health information (45 C.F.R. 160.103) through the Allocation.

(c) **Health information.** The Recipient does not act as a business associate of any covered entity in operating the Allocation, and routes medical and public-health research directly to a covered institution. No protected health information is placed in the Allocation in any form of delivery, including the cloud form.

(d) **Reserved share.** In each calendar quarter, not less than [__] percent of the Allocation is reserved for users other than the Recipient's own faculty, staff, students and units; capacity in that share not requested within [__] days after the quarter begins may be used by any eligible user for that quarter only. The Recipient or, for a requester subsection (g) sends through an Access Institution, that institution decides requests within the reserved share under criteria the Recipient's acceptable-use policy states, within [__] days after a complete request, and no person with a financial interest in a request, or a relationship to the requester that the policy describes, takes part in deciding it. Requests from residents of [COUNTY] County, and from institutions located there, are decided first. [The Recipient adopts the criteria for deciding requests within the reserved share, and each change to them, after receiving the written advice of a panel of [__] residents of the Service Area chosen by lot for [two]-year terms, as nearly as possible half the seats drawn each year and, in the first draw, half for one year, from those who apply, none of whom is a director, officer or employee of the Developer, an affiliate or the Recipient, or an official of a Public Approver. The panel meets at least once a year, and the Recipient publishes the panel's advice with its response. If no panel can be drawn, or the panel gives no written advice within [__] days after the Recipient's request, the Recipient may act without it and publishes that fact. The panel's documented costs are part of the Recipient's administration cost under subsection (f).] Each quarter the Recipient publishes the number of requests within the reserved share received, granted in whole, granted in part and declined, by class of user, the capacity sought and granted, the reasons for declines by category, and the capacity sought but not granted on eligible requests declined or granted in part for want of capacity.

(e) **Unused capacity.** Any part of the Allocation that is not used for [__] consecutive months, measured by a method the acceptable-use policy states, including capacity the Recipient holds for its own faculty, staff, students, units or programs and capacity in a project allocation, goes to the next eligible user waiting under the allocation order the Recipient publishes in that policy. The order ranks public bodies, nonprofit organizations and residents using the Allocation as individuals ahead of other eligible users. [The policy may reduce a project allocation that is not used, on notice to its users.] Capacity that goes to another user remains part of the Allocation.

(f) **No fees; administration cost.**

(i) **No fees.** The Recipient charges no user any fee for access to the Allocation or for administering that access, such as account management and support, and no fee for the capacity itself.

(ii) **Administration cost.** The Developer pays the Recipient's documented administration cost to the extent no other payment under the Instrument pays it, whatever limit the Instrument places on any other payment, including Exhibit B, item 4, of an Agreement. "Administration cost" means the cost of the staff and systems that administer and maintain the Allocation, give users access to it and provide support; the Recipient's costs of complying with this Module, including insurance under Section 1.23(a) and the costs of any panel under subsection (d); and indirect costs on those costs at the Recipient's federally negotiated rate for other sponsored activities then in effect, including a provisional rate, applied to the base that rate agreement uses, or any lower rate it elects, or, for a Recipient without such a rate, at not more than the de minimis rate that 2 C.F.R. 200.414(f) then permits, applied to modified total direct costs as 2 C.F.R. 200.1 then defines them. "Support" means responding to a user's request about that user's account, access or workload, publishing documentation, and outreach informing eligible users how to apply; it excludes scheduled courses, workshops, curricula and cohort instruction. Administration cost does not include the Recipient's elections, annual audit or other governance costs, a cost subsection (g)(iv) excludes, or indirect cost on equipment, capital expenditures or rental costs, or on the value of the Allocation or of any capacity, cloud service or colocation. For a share converted under Section 1.17, administration cost includes the Recipient's cost of administering users' access to the capacity that replaces it, but not the cost of operating capacity or hardware bought or leased with the Restricted Account, which Section 1.19(b) pays. A person paid in part under this item certifies time under the Recipient's effort-reporting procedures, and no time spent giving instruction is charged to it.

(iii) **Each cost once.** A cost is not charged directly if any other cost incurred for the same purpose in like circumstances is included in the indirect costs the Recipient charges at its rate (2 C.F.R. 200.403(d), 200.412). A cost the Recipient pays from a disbursement from the Restricted Account, or that an offtake agreement under paragraph T-14 pays, is not paid under item (ii), and no Recipient is required to pay a cost from the Restricted Account in place of item (ii).

(iv) **Budget; payment in advance; true-up.** Before each fiscal year of the Recipient, and for the first year not less than [__] days before first delivery, the Recipient publishes under Section 1.22(c), and delivers to the Developer and the Custodian, its budget of administration cost for the year, stating the part other payments under the Instrument are budgeted to pay; the first budget also covers documented administration cost from the Recipient's acceptance. The Developer pays the rest to the Custodian in equal quarterly installments in advance, and the Custodian pays each to the Recipient within [__] business days after receiving it. After each year the Recipient publishes a statement of its actual administration cost. Any amount paid under this item and not spent in the year, other than an operating reserve of not more than [__] months of budgeted cost, is credited against the next year's installments, and any documented cost above the amount paid is paid with the next installment after the statement. The Developer may, at its own cost and not more than once a year, have an independent accountant examine the statement; any amount paid for a cost this subsection does not permit is credited against the next installment. A dispute paragraph T-26 describes is decided under that paragraph, and pending its decision the Developer pays the installments as budgeted.

(v) **Nonpayment.** An amount under this subsection that is not paid when due bears interest at the rate set under s. 55.03, Florida Statutes, from the due date until paid, and the interest is paid with it. Its nonpayment is a default under this Module, for which a draw under Section 1.20 may be certified as Section 1.24(a) provides. While any part of it is unpaid, the Recipient may, after notice to the Developer, the Counterparty and the Custodian, published under Section 1.22(c), reduce the access and support it gives users under this Module to what the amounts paid fund, applying the reduction to every class of user in proportion, without reducing the share subsection (d) reserves below its percentage of the access given, and without reducing its compliance with paragraph T-7 or the law, until the amount is paid with interest. A reduction under this item is not a failure or breach of the Recipient under this Module or the Instrument, including under subsections (d) and (g)(iii) and (v), Sections 1.8(e), 2.9(c) and 3.3 and paragraph T-23; Allocation cycles left idle by it are not returned to the Developer under Section 1.6(f); and no quarter in which it applies counts in the measurement period of Section 1.17(a)(vi). The Recipient's documented cost of giving notice of and collecting the amount, other than attorneys' fees and costs of an action, which Section 1.25(b) governs, and attorneys' fees paragraph T-26(b) excludes, is administration cost under item (ii). No reduction or other step under this item relieves the Developer of any obligation under this Module.

(g) **Recipients that are governmental entities.**

(i) **Application.** This subsection applies while the Recipient is a governmental entity under s. 350.81(1)(e), Florida Statutes, unless the Recipient has met s. 350.81 for the service, or has delivered to the Developer, and published under Section 1.22(c), a written opinion of its counsel that no payment or condition under the Instrument is "other consideration" under s. 350.81(1)(f) for capacity it furnishes without charge.

(ii) **Access Institutions.** Persons other than the Recipient and its own faculty, staff, students and units reach the Allocation, and any capacity of Recipient-Owned Hardware the Recipient furnishes without charge, only through another governmental entity as s. 350.81(1)(e) defines it, for that entity's own faculty, staff, students, employees and units, or through institutions under paragraph D-3(a) that are not governmental entities, are not excluded by Section 1.3(b), meet Section 1.11(b) as if each were a Host Institution (measured, for one without audited financial statements, on its most recent fiscal year), have no director or officer who is a member of the governing body of a Public Approver and, under an Agreement, are neither Barred Persons nor the Community Party (each, an "Access Institution"). Each Access Institution acts under a written agreement with the Recipient, a copy of which the Recipient delivers to the Developer and the Custodian, in which it certifies those facts when it signs and again each year, Section 1.11(c) applying to each certificate as to a Host Institution's; agrees to decide its users' requests under the Recipient's criteria and the time limit, conflict rule and order of subsection (d); is bound to its duties under item (iii) and, as if it were the Recipient, to subsection (f)(i), the first sentence of paragraph T-7(b) and paragraphs T-7(c), D-1 to D-4 and D-5(c), as to the users it provisions; and agrees with the Recipient, for the benefit also of the Developer and, under an Agreement, the Community Party, each an intended third-party beneficiary of this undertaking, to arbitrate under paragraph T-26 any dispute about its payments under item (iv). The Developer is also an intended third-party beneficiary of each such agreement as to the institution's duties under item (iii), paragraph T-7 and Schedule 2, without any award of damages or other money against an Access Institution that is a public body, and may, by notice to the Access Institution, the Recipient and the Custodian, suspend that institution's provisioning of users while it fails to revoke access contrary to the determinations under paragraph T-7(a) or to screen as paragraph T-7(c) requires.

(iii) **Requests.** The Recipient makes available to the Access Institutions the part of the reserved share their users request, up to the whole of it, divided among them as their agreements provide, except that requests subsection (d) decides first are met first, however they are made. Each Access Institution decides its users' requests within the part made available to it; provisions the users whose requests it grants, attesting for each under paragraph D-5(c); asks the Developer under paragraph T-7(a)(ii) for the determinations for each person it proposes to provision for a controlled portion; gives each user the Recipient's statement under paragraph D-4 with its own; and reports its decisions to the Recipient, which publishes them under subsection (d). The Recipient screens each Access Institution under paragraph T-7(c) before making capacity available to it, keeps at least one Access Institution bound by its agreement to serve any eligible user that asks and that this subsection requires to reach the Allocation through one, and provisions no person under paragraph D-3(b).

(iv) **Costs.** No payment under the Instrument to the Recipient pays the cost of administering access by users an Access Institution serves, other than the Recipient's own costs under item (iii) and of any panel under subsection (d). The Developer pays an Access Institution's documented cost of administering access to the Allocation by the users it serves, being the staff and systems that give them access and support and that perform the duties items (ii) and (iii) give it, with indirect costs on them at its federally negotiated rate for other sponsored activities or, if it has none, not more than the de minimis rate that 2 C.F.R. 200.414(f) then permits, and none on equipment, capital expenditures or the value of any capacity, to the Custodian on the terms items (iii) to (v) of subsection (f) state for the Recipient's administration cost, as if the Access Institution were the Recipient, and the Custodian pays it to the Access Institution if the Recipient has delivered its agreement to the Custodian; the Access Institution is an intended third-party beneficiary of this Module as to that payment. Under an Agreement, its documented costs of preparing, before first delivery, to give those users access are paid to it from the Readiness Account, as Section 6.2(b)(v) of the Agreement provides. Before each year, and for its first year not less than [__] days before it first provisions users, the Access Institution publishes its budget for those costs, and after each year a statement of actual costs; the Developer may, at its own cost and not more than once a year, have an independent accountant examine the statement; any amount paid for a cost this item does not permit is credited against the next payment; and a dispute paragraph T-26 describes is decided under that paragraph, on this item alone. An Access Institution exempt under Section 501(c)(3) of the Internal Revenue Code states in its agreement that its governing board has found in writing, with tax advice, that those payments, and any it receives under Section 6.2(b)(v) of the Agreement, will not cause it to fail any public support test that applies to it in any of its first [__] taxable years in that role.

(v) **No Access Institution.** If for [__] days in a calendar quarter the Recipient has no Access Institution bound as item (iii) requires, it publishes that fact under Section 1.22(c), and that quarter counts as one in which it failed to grant requests within the reserved share for Sections 2.9(c) and 3.3, unless an Access Institution ceased to be bound, or reduced its service under subsection (f)(v), because an amount due to it under item (iv) was unpaid, in which case the quarter does not count for Section 1.17(a)(vi), 2.9(c) or 3.3, and having none bound for that reason is not a failure or breach of the Recipient under item (iii), Section 1.8(e) or paragraph T-23, and Allocation cycles left idle for that reason are not returned to the Developer under Section 1.6(f). A Host Institution, or an institution named in Exhibit C of an Agreement, that ceased to be an Access Institution bound as item (iii) requires within [__] days before the first of those days may not give notice of that failure under paragraph T-23(b) or become the Recipient because of it.

**Section 1.6 Privilege, not property; dedication; idle capacity.**

(a) **Privilege.** Recipient-Owned Hardware belongs to its holder. The Recipient holds the Allocation, and each holder holds the capacity of its Recipient-Owned Hardware, as a privilege to use that capacity and to allocate it to users eligible under Section 1.5, and not as property it may sell. Neither the Recipient nor any holder sells, leases or sublicenses any of that capacity, or any right to it, or pledges it or any right to it, except that it may commit capacity under subsection (b), exchange capacity under subsection (c) and transfer hardware as subsection (d) permits. An allocation to users under Section 1.5 is not a resale or sublicense. Financing that paragraph T-14 permits, secured solely by the hardware it pays for, is not a pledge.

(b) **Commitments at cost.** The Recipient may commit capacity of Recipient-Owned Hardware to an eligible user at no more than cost-based rates, including under an offtake agreement under paragraph T-14, and never to the Developer or an affiliate. "Cost-based rates" means rates no greater than the Recipient's documented cost, without margin. A Recipient that is a governmental entity under s. 350.81, Florida Statutes, commits capacity under this subsection, or provides capacity of the Allocation or of Recipient-Owned Hardware under subsection (c), for a fee or other consideration only to another governmental entity as that section defines it, unless it has first met s. 350.81 for that service. A Recipient exempt under Section 501(c)(3) of the Internal Revenue Code, or a college or university described in Section 511(a)(2)(B) of that Code, obtains its own tax advice before committing or exchanging capacity for a fee with a user that is not an exempt organization or a governmental unit.

(c) **Exchanges.** The Recipient may provide capacity of the Allocation or of Recipient-Owned Hardware that is idle and that no eligible user waiting under the allocation order has asked for, for the time it stays idle, to another Recipient under an instrument made on this Module, and receive capacity from one, at cost-based rates, for use only by users eligible under either instrument, and never on a public commercial exchange. An exchange of capacity of the Allocation needs the Developer's consent, which it shall not unreasonably withhold, condition or delay.

(d) **Dedication; transfer.** Recipient-Owned Hardware and its capacity remain dedicated to the uses of Section 1.5 until the hardware is retired, including after the end of the Instrument. Hardware is retired at the end of the economic life stated for it under paragraph T-14 or T-20(a) or, earlier, on its holder's written finding, published under Section 1.22(c) before the retirement, that it can no longer serve those uses. No holder sells, pledges or transfers Recipient-Owned Hardware before it is retired except under this subsection, under financing that paragraph T-14 permits and that is secured solely by the hardware it pays for, or to a transferee that is another Recipient under an instrument made on this Module, a public body or an organization described in Section 501(c)(3) of the Internal Revenue Code, that is not one Section 1.3(b) excludes, a law enforcement agency, the Developer or an affiliate, or controlled by either, and that, in each case, assumes in writing, by an instrument delivered to the Developer and any Recipient then serving, for the benefit of each person that may enforce this subsection, the duties this subsection gives a holder. A lien that attaches to Recipient-Owned Hardware under a security agreement its holder made before acquiring it is not a pledge if it is released within [__] days after the acquisition. The net proceeds of Recipient-Owned Hardware are the consideration for its transfer before or on retirement, any surplus its holder receives on a secured party's disposition of it, and any insurance proceeds or award for its loss, destruction or taking that its holder does not spend on replacement hardware within [__] months after receiving them, in each case less the holder's documented costs of the sale or transfer. Net proceeds are paid into the Restricted Account or, where the holder is a public body or once the Restricted Account has been spent, closed or passed under Section 3.4(b)(iv), applied by the holder to the uses of Section 1.19(b), and the holder publishes under Section 1.22(c) how they were applied. A holder that dissolves transfers its Recipient-Owned Hardware at no cost to the Recipient then serving, if there is one and it accepts the hardware, and otherwise, on the terms of this subsection, to a transferee that also agrees, if the Instrument is then in effect, to transfer it at no cost to the next Recipient that asks within [__] months after the transfer. On a change of Recipient, the outgoing Recipient transfers its Recipient-Owned Hardware to the successor at no cost, with the records, warranties, licenses and offtake agreements that relate to it, the part of the Hardware Refresh Reserve held for it and, with the lender's written consent, any financing paragraph T-14 permits, which the successor assumes. Hardware stays with the outgoing Recipient, with any offtake agreement that relates to it, where the successor declines it, paragraph T-14 bars the successor from holding it, its lender does not consent, subsection (b) bars the successor from performing that offtake agreement, or the law that governs the outgoing Recipient's property bars the transfer; and an outgoing Recipient that is a public body, and that the law governing its funds bars from transferring the part of the Hardware Refresh Reserve held for hardware it transfers, applies that part as net proceeds. Each holder this subsection binds, other than the Recipient, keeps its Recipient-Owned Hardware dedicated until it is retired, and subsections (a) to (c) and (e), Section 1.7(a) and (c), and Schedule 2 as paragraph D-7 applies it, bind it as to that hardware as they bind the Recipient. On retirement the hardware is sanitized under paragraph D-1(e) and disposed of, other than to the Developer or an affiliate, as the law governing its holder's property requires or, where no such law applies, by sale after published notice to the highest bidder, by transfer at no cost to a public body or nonprofit organization for public use, other than one Section 1.3(b) excludes or a law enforcement agency, or, if it has no resale value, by recycling. A holder that transfers Recipient-Owned Hardware in breach of this subsection applies, as net proceeds, the greater of the consideration it received and the hardware's fair market value at the transfer, except that a holder that is a public body applies only the consideration it received; and no remedy under this subsection requires a public body to pay damages or other money. This subsection binds each Recipient, each holder that assumes it, each person that succeeds to either by merger, conversion or other operation of law and, as to Recipient-Owned Hardware that it, an affiliate or a person either controls comes to hold, the Developer, which causes each of them to keep that hardware as this subsection requires and, if a transferee this subsection permits accepts it, to transfer it under this subsection within [__] days after acquiring it; and the Developer, the Recipient then serving and, under an Agreement, the Community Party may each enforce it.

(e) **Annual statement.** The Recipient's annual statement states the capacity it committed under subsection (b) and exchanged under subsection (c), by class of user, with the rates and their basis.

(f) **Return to the Developer.** The Technical Schedule may let the Developer return to its own commercial operations Allocation cycles that are idle and that no eligible user waiting under the allocation order has asked for, for the time they stay idle. The Developer ends a return and makes the cycles available within [__] minutes after the Recipient asks for them. Within [__] days after each calendar quarter in which it returns cycles, the Developer pays into the Restricted Account the net margin on them, with a certificate of its chief financial officer showing how it was computed, and its books and records for the computation are subject to audit as paragraph V-7 provides. The net margin is its revenue from the cycles returned or, where that revenue cannot be traced, the cycles returned multiplied by its lowest published price in the quarter for preemptible or interruptible capacity of the same class or, if it publishes none, by [__] percent of its lowest published on-demand price for that class or, if it publishes neither, by [__] percent of the Replacement Cost of those cycles under Schedule 3, in each case less its documented incremental cost of power for them, unless the Technical Schedule states another measure. A late payment bears interest as Section 1.18(d) provides. A return is not a transfer by the Recipient, is not a breach of paragraph T-3, is reported in the telemetry of paragraph T-6 as a return and not as preemption, and gives the Developer no right to the capacity for any later period.

**Section 1.7 Open standards.**

(a) **Open stack.** The Allocation is provisioned and operated on an open-source software stack, including open-source virtualization, container orchestration and workload scheduling; exposes published, open application programming interfaces; and provides full data portability without proprietary lock-in. Every software layer used to provision or operate the Allocation that the Developer or the Recipient controls, including identity and access management and storage management, is open-source, except device drivers, firmware and accelerator runtime libraries supplied by a hardware manufacturer that are available to users without charge, whose terms do not restrict users from moving their own code, models or data to other systems, and that are listed in the Technical Schedule or, until it is agreed, identified by the Developer to the Recipient in writing. This subsection does not reach identity, network and storage services the Recipient operates for its institution as a whole, where the Allocation reaches them only through published, open interfaces and standard protocols, such as federated authentication, and users can move their own code, models and data without them. Paragraph T-10 states the only other exception. This subsection applies in the same way to each service the Recipient operates for users on Recipient-Owned Hardware.

(b) **Open weights.** Any general-purpose artificial intelligence service offered for public use through the Allocation uses open-weights models whose parameters are publicly available for inspection, local execution and fine-tuning. A Recipient that cannot meet this offers no general-purpose artificial intelligence service through the Allocation.

(c) **Open hardware.** Hardware acquired for the Allocation, and Recipient-Owned Hardware acquired new, conform to Open Compute Project or equivalent open hardware specifications where commercially available at competitive cost under paragraph T-9. Retired equipment acquired under paragraph T-15 is taken as it is. Open-source silicon designs are not required.

[(d) **Models trained on the commons.** The acceptable-use policy requires, as a condition of capacity granted on a request within the reserved share under Section 1.5(d), that any machine-learning model trained, fine-tuned or substantially adapted using that capacity be published, with its weights and a model card describing training data provenance, intended use and known limitations, under a license permitting use, study, modification and redistribution. The Recipient may grant a written exception, stated in its annual statement, only where publication would disclose personal information or data the user is not licensed to redistribute, violate applicable law, including export control, present a demonstrable and specific safety risk, or breach an existing obligation of a public agency user. An exception is no broader than necessary and states a date for reconsideration. This subsection imposes no obligation on the Developer and does not reach its or its tenants' operations.]

**Section 1.8 Limits of the Developer's obligations; indemnities.**

(a) **Priced services.** Any operator, colocation, power or cooling service the Developer provides to the Recipient for the Allocation or for Recipient-Owned Hardware, beyond the Allocation itself, is at documented cost plus a margin, agreed in the Technical Schedule, of not more than [__] percent of that cost, except as paragraph T-17 provides. Fees paid to the Developer for those services are documented and auditable at the Recipient's request.

(b) **Developer's rights.** The Developer keeps all rights in its intellectual property, equipment and customer relationships, and need not disclose trade secrets, except as paragraphs T-11, T-16 and V-7 provide.

(c) **Indemnities.** The Recipient indemnifies the Developer against claims arising from the Recipient's own negligence or willful misconduct in operating the Allocation, limited to the insurance limits Section 1.23(a) requires. A Recipient that is a public body gives no indemnity under this subsection, and one that is a state agency or subdivision under Section 768.28(2), Florida Statutes, is liable only as that section provides. The Developer indemnifies the Recipient against claims arising from the Developer's operation of the Project or of any infrastructure on which it delivers the Allocation, from its breach of Schedule 2, or from its own negligence, willful misconduct or breach of this Module, limited to the insurance limits Section 1.23(c) requires or, where that subsection does not apply, to the limits Section 1.23(a) requires of the Recipient. Neither indemnity changes the money measure of Section 1.18(e).

(d) **No guaranty.** The Developer is not liable for, and does not guarantee, the Recipient's obligations.

(e) **Suspension.** If the Recipient materially breaches this Module, becomes insolvent or stops operating, the Developer may suspend delivery to that Recipient after notice and the cure period of Section 1.24, and the rights then pass to a successor under the Instrument. A suspension never suspends accrual: Section 1.9(c) applies to the suspended period.

**Section 1.9 Recipients.**

(a) **Acceptance.** An institution or entity becomes the Recipient only on its written acceptance under Section 2.9 or Sections 3.2 to 3.5, and none is a Public Approver.

(b) **Standing.** Each Recipient is an intended third-party beneficiary of this Module from its written acceptance, with standing to enforce it directly against the Developer, and is bound from that date by the duties this Module states as duties of the Recipient. Except as the Instrument expressly provides, no user of the Allocation, and no other person, is a third-party beneficiary of this Module.

(c) **No Recipient.** For any period in which no Recipient is entitled, including a period of suspension, the Developer shall pay Conversion Payments for the value of the Allocation for that period into the Restricted Account, held by the Custodian for the next Recipient.

(d) **No excuse.** No failure, dissolution, suspension, removal or withdrawal of a Recipient excuses, reduces or suspends the Developer's obligations, which continue to accrue for the successor or the Restricted Account.

(e) **Transfer; withdrawal.** An outgoing Recipient cooperates in transferring the Technical Schedule, user provisioning, workloads and the transition plan to its successor, and transfers Recipient-Owned Hardware as Section 1.6(d) provides. A Host Institution may withdraw on [__] months' notice, effective on the earlier of a successor's acceptance and the end of the notice period, and cooperates under the transition plan until then.

(f) **Unformed corporation.** No person signs the Instrument, any acceptance or any other document as or on behalf of a corporation that has not been incorporated. Persons who purport to act as or on behalf of a corporation knowing that there was no incorporation are liable as s. 617.0204, Florida Statutes, provides.

(g) **Neutrality.** Neither the Developer nor any affiliate shall organize, fund or direct any campaign in an election of directors of a Recipient that is not a public body, or of a Qualified Operator. "Fund" includes paying any person, directly or indirectly, to promote or oppose a candidate. This subsection does not restrict any individual from voting in the individual's own right. Breach of this subsection is a default.

(h) **No Developer role.** Acting in its role under the Instrument, the Developer takes no part in the governance, elections or formation of any Recipient, and has no role in any account under this Module or in any decision of a Recipient, except as this Module provides.

**Section 1.10 Qualified Operator standards.**

(a) **Application.** This Section applies only under an Agreement. An entity becomes the Recipient as a Qualified Operator only on the acceptance, certificate and accountant's opinion of subsection (c), as Section 3.5 provides. A claim that a Qualified Operator serving as the Recipient has ceased to meet subsection (b) is made and decided under paragraph T-23(b), and it continues as the Recipient until the claim is resolved; a failure of subsection (b)(vii) may be cured as Section 1.11(c) provides.

(b) **Standards.**

(i) It is a not-for-profit corporation, or another entity whose governing instruments bar any distribution of earnings or assets to a member or owner, that the Internal Revenue Service recognizes as an organization described in Section 501(c)(3) of the Internal Revenue Code and classifies as a public charity described in Section 509(a)(1) or (2) of that Code, and it has been so classified for each of its [three (3)] most recent taxable years or, for an entity formed by merger or consolidation, each organization that formed it has been.

(ii) Its governing board has found in writing, with tax advice, that the payments it would receive under the Instrument will not cause it to fail the public support test that applies to it in any of its first [__] taxable years as Recipient.

(iii) It already operates computing for research, education or public use, serves residents of the Service Area, and is not a Barred Person under the Agreement.

(iv) It keeps the Allocation, its Recipient-Owned Hardware and the payments it receives under the Instrument in a separate program with segregated accounts.

(v) Money it receives under the Instrument is held on the condition that, if it ceases to be the Recipient or dissolves, the money passes, after any application to transition costs the Instrument allows, to the Recipient that succeeds it or, while there is none, to the Custodian for the next Recipient, and its Recipient-Owned Hardware passes as Section 1.6(d) provides.

(vi) It has an independent annual audit and written conflict-of-interest and recusal rules, and publishes a plain-language annual report.

(vii) It meets Section 1.11(b), applied to it as to a Host Institution.

(viii) If it merges, consolidates, converts, or sells or transfers substantially all of its assets, or any person or group acquires control of it other than through an election of its directors under its governing instruments, it gives the Developer, the Counterparty and the Custodian not less than [__] days' notice of the event. The resulting entity (in a sale or transfer of assets, the transferee, which assumes the Recipient's duties in writing) continues as the Recipient only if, within [__] days after the event, it delivers the acceptance and certificate subsection (c) requires and, after that, the accountant gives the opinion that subsection requires and the time for a dispute under Section 3.5(a) ends without one or the dispute is decided in its favor. If any of these fails, it ceases to be the Recipient when it fails, and Section 3.4 applies.

(c) **Acceptance, certificate and accountant's opinion.** An entity becomes the Recipient only on delivering to the Developer, the Community Party, the Custodian and any Recipient then serving an acceptance in the form Section 1.11(d) states, with its governing instruments, its most recent determination letter from the Internal Revenue Service, its audited financial statements for its [three (3)] most recent fiscal years (for an entity formed by merger or consolidation, with those of each organization that formed it for any of those years before its formation), and a certificate of its governing board, with supporting documents, stating that it meets subsection (b). A certified public accountant independent of the entity, the Developer, the Community Party and any Recipient, engaged under Section 3.5(f), performs, within [__] days after its engagement, an examination engagement on the certificate under the attestation standards of the American Institute of Certified Public Accountants, and reports in writing to the same persons its opinion on whether subsection (b)(i), (iv) and (vii) are met. Each of them is met only if the accountant's opinion so states. A dispute is decided under paragraph T-23 on the criteria of subsection (b) alone.

**Section 1.11 Host Institution standards.**

(a) **Institutions.** The Instrument names a first and a second Host Institution. Each is a state college, state university or other public or nonprofit institution that already operates computing for research, education or public use, and none is a Public Approver.

(b) **Independence.** No Host Institution is the Developer or an affiliate, or is controlled by either. None received, in its most recent audited fiscal year, more than [__] percent of its total revenue, counting contributions in cash or in kind to it or to an organization that supports it, from the Developer and its affiliates taken together, excluding every amount and all capacity under the Instrument. No director or officer of it is a director, officer or employee of the Developer or an affiliate, unless that person takes no part in any decision about the Allocation.

(c) **Certificate; cure.** Each acceptance includes the institution's chief financial officer's certificate of the facts of subsection (b) with the figures, identifying the audited financial statements from which the figures are drawn, and on request the Developer states what it and its affiliates paid the institution in that year. A failure of subsection (b) may be cured within [__] days after notice from the Developer, a Host Institution or, under an Agreement, the Community Party.

(d) **Acceptance.** The form of acceptance states that the institution (1) assumes the Recipient's duties under this Module from its acceptance; (2) adopts an acceptable-use policy meeting Section 1.5, including the reserved share; (3) will transfer the Recipient's rights, and its Recipient-Owned Hardware, to its successor as Sections 1.6(d) and 1.9(e) provide, cooperating in the transition; (4) names a responsible officer; (5) states its status under Chapter 119, Florida Statutes, for paragraph D-4; (6) will hold the reserved share under Section 1.5(d) available, grant requests from eligible outside users within it directly or, where Section 1.5(g) applies, through Access Institutions, and publish its acceptable-use policy and its use of the Allocation by class of user each year; (7) will adopt and publish the transition plan under Section 1.14(c); (8) agrees to arbitrate under paragraphs T-23 and T-26 any dispute those paragraphs assign to a neutral; and (9) if it is not a public body, states that its governing board has found in writing, with tax advice, that the payments it would receive under the Instrument will not cause it to fail any public support test that applies to it in any of its first [__] taxable years as Recipient.

**Section 1.12 Custodian.**

(a) **Qualification and duties.** The Custodian is a bank or trust company authorized to exercise trust powers in Florida, named in the Instrument, independent of the County, the Developer, the Counterparty and every Recipient, and not the issuer, confirmer or surety of any security under this Module. It holds the Restricted Account, the Continuity Escrow, the Monitoring Fund and any cash security account in separate accounts, is the beneficiary of the security under Section 1.20, and acts only on the certificates and for the uses this Module states. It may rely on a certificate that conforms on its face. If it receives conflicting certificates, it holds the disputed amount in the account concerned until it receives joint instructions from the persons who gave them, a decision under paragraph T-23 or T-26 that resolves the conflict, or the order of a court, and may seek instructions from the circuit court for [COUNTY] County. If no instruction, decision or order is received within [__] days, the Custodian may, and on the written request of any person who gave a conflicting certificate shall, sue for interpleader or declaratory relief in the circuit court for [COUNTY] County, and pays any undisputed part. Its account agreement meets paragraph T-25.

(b) **Account agreement.** The Developer and, under an Agreement, the Community Party sign the account agreement with the Custodian before the first payment to the Custodian under this Module is due. If it has not been signed when a payment falls due, for a reason other than the Developer's failure to sign it, that payment is due when it is signed.

(c) **Replacement; resignation.** The Recipient may replace the Custodian with another bank or trust company that meets subsection (a), on [sixty (60)] days' notice to the Developer, the Counterparty and the Custodian. While there is no Recipient, the Custodian may be replaced only as Part 2 or Part 3 provides. The Custodian may resign on [__] days' notice to the Developer, the Counterparty and the Recipient or, while there is none, each Host Institution, but no resignation takes effect until a successor that meets subsection (a), chosen by the Recipient or, while there is none, the person Part 2 or Part 3 names, has accepted and every account has been transferred to it. If no successor accepts within [__] days after the notice of resignation, the Custodian may apply to the circuit court for [COUNTY] County for appointment of one. The signatories under subsection (b) sign a conforming account agreement with each successor.

(d) **Fees.** The Developer pays the Custodian's customary fees and expenses in addition to every other payment, and none is paid from any account, except that after the Term ends and every amount accrued before then has been paid, or once the Developer has failed for [__] days to pay those fees after an Abandonment or a Distress Event, the Custodian's customary fees for an account, and the cost of any audit this Module requires of it, may be paid from that account. After the Term ends the Developer owes no further fees under this subsection, except fees accrued before then.

(e) **Security on a change.** On any change of Custodian, the Developer shall cause the security under Section 1.20 to be transferred to the successor, or amended or reissued naming the successor as beneficiary, within [__] days, failing which the outgoing Custodian shall draw the full undrawn amount and transfer the proceeds to the successor, which holds and applies them as cash security under Section 1.20(e). Until the security names the successor, the outgoing Custodian presents, at the successor's direction, any draw this Module permits and transfers the proceeds to the successor, and its duties under this subsection continue after the change.

**Section 1.13 Allocation hardware; insolvency.**

(a) **Dedicated hardware.** Where the Allocation is delivered on hardware dedicated to it, title may vest in the Recipient at no cost only if the Recipient elects in writing and paragraph T-14 is met. Hardware so vested, and hardware bought with Restricted Account funds, is physically segregable, individually asset-tagged, inventoried at each refresh, and housed under paragraph T-17. The Developer obtains from each mortgage lender, Leasehold Mortgagee and equipment financier a written acknowledgment that it is not the Developer's collateral or estate property. On Abandonment or a Distress Event, the Recipient has reasonable access to operate, secure or remove it.

(b) **Developer-owned hardware.** Where the Allocation is delivered on hardware the Developer owns, the Developer grants the Recipient a security interest in the hardware reasonably necessary to continue the Allocation, subordinate to every Leasehold Mortgagee, mortgage lender and equipment financier, with an option to buy that hardware at fair value on Abandonment or a Distress Event, exercisable subject to paragraph T-14. The Developer requests the senior parties' acknowledgment of these rights in writing and uses commercially reasonable efforts to obtain it. Within [__] days after granting the security interest and after each later financing of that hardware, it reports to the Recipient in writing each request it made, delivers each response, and states whether each acknowledgment was obtained and, if not, the reason the senior party gave; and its annual report under Section 1.22 states each senior party that has refused or not given it.

(c) **Not collateral.** Recipient-Owned Hardware and the assets of the Restricted Account, the Continuity Escrow and the Monitoring Fund are not the Developer's collateral or estate property.

**Section 1.14 Continuity.**

(a) **Continuity Escrow.** The Developer funds a Civic Compute Continuity Escrow, held by the Custodian in an account separate from the Restricted Account, sufficient to keep the critical public workloads of the Allocation running on independent infrastructure during a failure or transition, capped at the cost of that continuity for [twelve (12) to eighteen (18)] months, as validated in the Technical Schedule. The amount is revalidated each year against the then-current cost of continuity and adjusted within [sixty (60)] days. Amounts disbursed for a failure, or for a transition between Recipients, are restored by the Developer within [__] days after restoration or completion of that transition. The Custodian holds the Escrow in trust for the Recipient then entitled, and the Developer's only interest in it is the right to its unused balance under subsection (d). The Escrow is available from any Distress Event.

(b) **Uses.** The Custodian disburses from the Escrow on the Recipient's certificate, only so that the Recipient can keep current, portable backups of the public workloads and the capability to fail them over to an independent open-source or commercial cloud using the portability of Section 1.7, run them there during a failure or transition, and move them under the transition plan. Failover to another Recipient under an instrument made on this Module, or to another public research computing resource, meeting Section 1.7 is preferred where available on comparable terms. The Escrow serves the critical public workloads of the Allocation, not any user's systems generally, and relieves no user of keeping its own backups.

(c) **Transition plan.** Within [__] months after first delivery or its acceptance, whichever is later, each Recipient adopts and publishes a transition plan naming a successor host for the critical public workloads of the Allocation if the Allocation ends, such as the Recipient's own systems, another public research computing resource or a public cloud, the users and workloads the plan covers, and the steps and time needed to move them. It reviews and republishes the plan every [__] years and on any change of Recipient. The plan lists as a critical public workload each public collection on the Allocation, meaning works, records or data that a library, archive, museum or other public body or nonprofit organization keeps on the Allocation for access by the public, such as a library's digital collection, and names a successor host for each, which may be the institution that keeps it. Neither the Developer nor the Recipient deletes, or permits a provider under paragraph T-13 to delete, the last complete copy it holds of a public collection, listed or not, including under paragraph D-1(e) or D-2(b) or on any end or move of delivery, until it has moved to the successor host named for it or, where none is named, to the institution that keeps it, unless that institution directs otherwise in writing or law requires the deletion. A collection has moved when that host or institution confirms in writing that it holds a complete copy or, if it does not, [thirty (30)] days after the Developer or the Recipient delivers a complete copy to it in the open formats of the Technical Schedule or, where that institution has ceased to exist and no successor host is named, [__] days after notice of the collection published under Section 1.22(c).

(d) **End of the Term.** On Abandonment or at the end of the Term, the Custodian disburses from the Escrow, on the Recipient's certificate and as subsection (b) provides, the cost of keeping the critical public workloads running on independent infrastructure and moving them under the transition plan, for not longer than the period for which subsection (a) sizes the Escrow. The unused balance returns to the Developer only when that transition is complete.

(e) **Exit assistance.** When in-kind delivery of all or part of the Allocation ends or moves, including at the end of the Term, on a Conversion Event, on a change of Recipient, or on a change of delivery form under paragraph T-13, the Developer (i) continues delivery of the affected part for [__] days after the event or, where delivery cannot physically or lawfully continue, keeps the data on the affected part available to the Recipient for retrieval for that period; (ii) exports, on the Recipient's request, the workloads, data, configuration and metadata of the affected part in the open formats of the Technical Schedule; (iii) charges no fee for that export or for transferring any of it out of the facility; and (iv) cooperates in good faith with the Recipient and any successor host under the transition plan. Delivery under clause (i) is not credited against any Conversion Payment and does not delay the first installment of one.

**Section 1.15 Interruption; force majeure; casualty.**

(a) **Interruption.** If in-kind delivery is interrupted for more than [seven (7)] consecutive days, other than for maintenance that is not a breach of paragraph T-3 or a prevention under subsection (c), the in-kind obligation converts for the interruption into a monetary obligation equal to the reasonable cost of maintaining equivalent compute continuity, paid into the Restricted Account and applied to continuity of the public workloads.

(b) **Long interruption.** If the interruption exceeds [ninety (90)] consecutive days, the Recipient may elect a Conversion Event under Section 1.17(a)(ii); the Conversion Payment then runs from the first day of the interruption at the measure of Schedule 3, with amounts paid under subsection (a) credited.

(c) **Force majeure; casualty.** Force majeure under the Instrument applies to in-kind delivery as a non-monetary obligation. It never excuses maintaining the security, funding the Continuity Escrow, or paying any amount under this Module. If in-kind delivery is prevented by force majeure or casualty, the obligation for the period of prevented delivery converts into Conversion Payments from the first day, and the obligation does not abate by reason of casualty.

(d) **Business interruption cover.** The Developer maintains business interruption coverage (under a Lease, as part of its insurance under the Lease) that treats Conversion Payments as a continuing expense for not less than [twelve (12)] [twenty-four (24)] months, and the security under Section 1.20 secures them.

**Section 1.16 Shortfall.** If the Allocation delivered in any period is less than Section 1.4 requires, or fails paragraph T-3 or T-4, other than by an interruption under Section 1.15(a) or a prevention under Section 1.15(c), the Developer shall cure by delivering conforming capacity within [sixty (60)] days after notice from the Recipient or the Counterparty. Cure by delivery is always available. If the Developer does not cure, it shall pay into the Restricted Account the difference between the value of a conforming Allocation for the period and the value of the Allocation actually delivered, each determined under Schedule 3. The payment arises only on and to the extent of non-performance.

**Section 1.17 Conversion to payment.**

(a) **Conversion Events.** The in-kind obligation is not waived or diminished by conversion. It converts, in whole or in part, into Conversion Payments into the Restricted Account on any of the following:

(i) **Infeasibility.** The Developer certifies, with supporting reasons, that security, export-control or operational constraints make in-kind delivery at the Project Site structurally infeasible, wholly or as to an identifiable component, and the Recipient reasonably concurs within [__] days or the question is resolved under Section 1.25.

(ii) **Chronic Deficiency or long interruption.** The Recipient elects conversion after a Chronic Deficiency, an interruption under Section 1.15(b), or a Distress Event during which in-kind delivery has ceased.

(iii) **Agreement.** The Developer, the Recipient and, under an Agreement, the Community Party agree in writing, with notice to the Counterparty, and the agreement is published under Section 1.22(c).

(iv) **[Floor excess.** The Allocation Floor under Section 1.4(c) would require dedication above the ratio stated there, as to the excess only.]

(v) **Hardware currency.** The Recipient elects conversion under paragraph T-8(c), as to the deficient portion only.

(vi) **Low demand.** The Recipient, with the written concurrence of its governing board or delegate, and, under an Agreement, of the Community Party, finds in writing and publishes under Section 1.22(c) that (A) the Allocation has been offered on published terms and in compliance with Section 1.6 throughout the measurement period; (B) demand from eligible users, measured as requests made and capacity sought rather than capacity used, has been less than [__] percent of the Allocation over [four (4)] consecutive calendar quarters; (C) the shortfall is not due to the Recipient's own capacity, solvency, staffing or failure to offer; and (D) a Substitute Benefit is available. A conversion under this item converts into that benefit, not into Conversion Payments. Where published telemetry shows demand below that level for that period, the Developer may ask the Recipient in writing to make or decline the finding, and the Recipient publishes its decision with reasons within [__] days.

(b) **Partial; reversible.** A conversion under item (i), (ii) or (v) of subsection (a) may be partial; the Conversion Payment is then valued on the converted component and in-kind delivery continues for the rest. A conversion is reversible: the Developer may resume in-kind delivery of all or part on [ninety (90)] days' notice with the Recipient's reasonable concurrence, and Conversion Payments are prorated and trued up.

(c) **No buyout.** No conversion is priced at a nominal or per-unit buyout, and no conversion is itself a default.

(d) **Substitute Benefit.** A Substitute Digital-Infrastructure Benefit (a "Substitute Benefit") is an in-kind benefit other than compute capacity, such as conduit, dark fiber, connectivity, public access infrastructure or end-user devices, proposed by the Recipient, agreed by the Developer acting reasonably, and delivered to the Recipient or directly to public schools, colleges, universities, nonprofit institutions or libraries serving residents or, under an Agreement, institutions eligible under Section 8.4 of the Agreement. Its value equals the value of the converted component under Schedule 3. Where items (iv) and (vi) of subsection (a) both operate, the Allocation Floor is applied first. A Substitute Benefit is not paid into the Restricted Account and is not subject to Section 1.19. It is reversible on the terms of subsection (b). If the Developer and the Recipient do not agree on a Substitute Benefit within [one hundred twenty (120)] days after the finding, the converted component converts into Conversion Payments. No Substitute Benefit is a condition of, or compensation for, the use of any public road or right-of-way. No Substitute Benefit is or includes any means of surveillance of members of the public, such as cameras or video feeds that watch people, license plate readers, face recognition, location tracking, drones used to watch people or a link to a real-time crime center, or is delivered to or for a law enforcement agency other than for emergency services as Section 1.5(a)(i) defines them. Under a Lease, where the Developer or an affiliate is a dealer of communications services under Chapter 202, Florida Statutes, no Substitute Benefit consisting of communications services, fiber or conduit is delivered to a public body as defined in s. 202.24(3), Florida Statutes.

**Section 1.18 Conversion Payments.**

(a) **Amount.** The Conversion Payment for each year equals the Replacement Cost of the in-kind Allocation, or of the converted component, for that year, determined under Schedule 3[, but, for a payment under Section 1.9(c), a conversion under Section 1.17(a)(i), (iii) or (iv), or Conversion Payments under the last sentence of Section 1.17(d), not less than the Conversion Floor]. [The Conversion Floor does not apply to a payment under Section 1.15(c) or a conversion under Section 1.17(a)(ii) or (v), each of which is measured by Schedule 3 alone. Acceleration under subsection (f) does not change the measure of any Conversion Payment.]

(b) **[Conversion Floor.** The "Conversion Floor" for any year is the greater of (i) [$__], adjusted each year by CPI-U, never adjusted below the prior year's level, and held flat through any deflationary period until positive inflation resumes; and (ii) [eighty percent (80%)] of the average of the [three (3)] most recent annual valuations under Schedule 3 that are final and not subject to pending objection, or of such fewer as have been rendered.]

(c) **[Valuation trough deferral.** If in any year the Conversion Floor, where subsection (a) applies it, is more than [one hundred twenty-five percent (125%)] of the Replacement Cost determined under Schedule 3, the Conversion Payment for that year is that percentage of the Replacement Cost, and the rest of the Conversion Floor for that year (the "Deferred Amount") is deferred without interest. Deferred Amounts become payable in later years in which Replacement Cost exceeds the Conversion Floor, in an annual amount not exceeding [fifty percent (50%)] of the amount by which that later year's Replacement Cost exceeds the Conversion Floor, until satisfied. Any Deferred Amount not paid by the earlier of the end of the Term and [__] years after accrual is extinguished.]

(d) **Payment.** Each year's Conversion Payment is paid into the Restricted Account in equal quarterly installments in advance, the first within [thirty (30)] days after the Conversion Event or the start of a payment period under Section 1.9(c) or 1.15(c), prorated for partial periods. Late amounts bear interest at the rate set under s. 55.03, Florida Statutes, from the due date until paid, paid into the Restricted Account. After each annual valuation, the difference between installments paid and the amount finally determined is trued up, with interest at the same rate on any underpayment. The Developer may, at its election, prepay or capitalize one or more years at the discount rate in the Technical Schedule, and the security under Section 1.20(f) then steps down dollar for dollar for the prepaid period.

(e) **Exclusive money measure.** The money owed for capacity not delivered in kind is the amount this Module states for the circumstance: shortfall compensation under Section 1.16, the interruption payment under Section 1.15(a), or a Conversion Payment, with interest under subsection (d). No other measure of money damages applies to undelivered capacity. This subsection does not limit specific performance, injunctive relief, or a draw on the security.

(f) **Distress acceleration.** On a Distress Event, the unpaid balance of any Conversion Payment for the then-current year (or, if no valuation for that year is final, measured by the most recent final valuation) becomes immediately due into the Restricted Account, and the Custodian may draw the security to that extent. If in-kind delivery has then ceased, the Recipient may elect a Conversion Event under Section 1.17(a)(ii), and the Conversion Payment for the remainder of that year is then also immediately due. Acceleration changes only the timing of amounts already owed.

**Section 1.19 Restricted Account.**

(a) **Receipts.** Every Conversion Payment, every payment under Sections 1.6(f), 1.15(a) and 1.16, the net proceeds Sections 1.6(d) and 3.7(a) direct into it, all interest under Section 1.18(d), every amount recovered for undelivered capacity, and every draw on security that this Module or the Instrument does not direct to another account, is paid into the Restricted Account held by the Custodian.

(b) **Uses.** The Custodian disburses to the Recipient then entitled, on its certificate, solely to: purchase or lease, house, power, network, staff and operate computing capacity and Recipient-Owned Hardware that meet Section 1.7, including paragraph T-10 where it applies, subject to paragraph T-14 and, for a Service, paragraph T-21; deploy open-weights models and support eligible users' access to the Allocation or its replacement; maintain continuity under Section 1.14; and fund the reserve under paragraph T-20 for hardware bought from the Account. Paragraph T-22 governs investment and spending.

(c) **No reversion.** No Restricted Account asset reverts to the Developer. The Developer has no equity interest in, logical control over, or intellectual property claim to any asset acquired with Account funds.

(d) **Successor.** If a Recipient dissolves or fails, the Custodian holds the Account for the successor.

**Section 1.20 Security.**

(a) **Amount.** Before first delivery, the Developer shall deliver an irrevocable standby letter of credit or surety bond meeting paragraph T-24, from an issuer or surety meeting subsection (c), naming the Custodian as beneficiary for the benefit of the Recipient, in an amount equal to [__] years of the Allocation's value under Schedule 3 plus the obligations of Sections 1.14 and 1.15 [or, for those obligations, a separate instrument on the terms of this Section][, plus [__] months of the amounts budgeted under Sections 1.5(f) and 1.5(g)(iv) for the first year]. No parent guaranty or self-bond satisfies this Section.

(b) **Draws.** The Custodian draws on the certificate of the Recipient or the Counterparty that a default under this Module has continued past the cure period, and every draw is paid into the Restricted Account, except that a draw for an amount unpaid under Section 1.5(f) or 1.5(g)(iv) is paid to the Custodian for the person to which the amount was due, and except as subsections (d) and (e) provide. The Developer shall restore the security within [__] days after any draw. Failure to maintain the security is a default under the Instrument.

(c) **Issuers.** An issuer of a letter of credit is a bank whose letter of credit operations are regulated and examined by a federal or state agency and that holds a long-term rating of [__] or better from [__]. A surety is listed as an acceptable surety on federal bonds in Department of the Treasury Circular 570, is authorized to transact surety business in Florida, and holds a financial strength rating of [__] or better from [__]. A surety bond satisfies this Section only if it obliges the surety, within [__] days after the Custodian presents a certificate on which this Module permits a draw, to pay the amount stated in the certificate to the Custodian, for the account this Module names for the draw, without proof of default beyond the certificate and without any right to elect to perform the secured obligation instead of paying. A bond that secures a payment of money is issued by an insurer licensed to transact financial guaranty insurance in Florida.

(d) **Renewal; replacement.** Each letter of credit states an expiration date not earlier than one year after its issue and extends automatically for successive periods of not less than one year unless the issuer gives the Custodian and the Developer notice of non-extension at least [one hundred twenty (120)] days before the expiration date then in effect. A bond remains in force until the surety cancels it by notice to the Custodian and the Developer, and no cancellation takes effect until [one hundred twenty (120)] days after the Custodian receives the notice. No letter of credit or bond states that it is perpetual. The Custodian promptly sends a copy of each such notice to the Recipient and the Counterparty. If the Developer has not delivered replacement security meeting this Section within [sixty (60)] days after the Custodian receives the notice, and in any event not less than [sixty (60)] days before the security would expire or the cancellation would take effect, the Custodian shall draw the full undrawn amount on its own certificate stating that fact. If an issuer or surety ceases to meet subsection (c), is placed on watch for downgrade below the rating that subsection (c) requires, becomes subject to a public formal enforcement action or capital directive of its regulator, becomes subject to a receivership, conservatorship or insolvency proceeding, or has its authority to issue or act suspended or revoked, the Developer shall give the Custodian, the Recipient and the Counterparty prompt notice of the event and deliver replacement security within [__] days after the event or, for a watch for downgrade, enforcement action or capital directive, within [__] days after it, failing which the Custodian shall draw the full undrawn amount on its own certificate stating that fact.

(e) **Cash security.** The Custodian holds the proceeds of a draw in full under subsection (d) or Section 1.12(e) in a separate cash security account, applies them, on the certificates on which this Module permits a draw, to amounts then due or that later become due, paying them into the account this Module names, and returns the unapplied balance to the Developer when replacement security meeting this Section is delivered or every obligation the security secures has been performed.

(f) **After a Conversion Event.** From a Conversion Event until reversion to in-kind delivery or the end of the obligation, the security is not less than [thirty-six (36)] months of the then-current Conversion Payment. It names the Custodian as beneficiary, is drawable on a certificate of nonpayment without litigation, is restored within [thirty (30)] days after any draw, and no notice of its non-extension or cancellation is given on less than [one hundred twenty (120)] days. Every draw for a Conversion Payment is paid into the Restricted Account.

(g) **Scope.** The security secures amounts already measured under this Module and does not increase them. Except under Section 1.18(d), no part of any security attributable to the Allocation steps down while the obligations it secures continue. The security remains in force until every accrued obligation under this Module is paid, and is then released.

**Section 1.21 Monitoring Fund.**

(a) **The fund.** The Monitoring Fund is the fund the Custodian holds under Section 2.10 or, under an Agreement, Section 10.1 of the Agreement.

(b) **Uses.** The Custodian pays from it directly: the independent auditor and technical reviewers the Recipient engages for compliance review; the technical audit under paragraph D-6; the verification under paragraph T-11(c) where the certificate is correct; where paragraph V-7 provides for payment through the Monitoring Fund, the audit under that paragraph; the costs of preparing an objection by the Recipient, and any second-valuation cost paragraph V-9 places on it; where paragraph V-9(c) provides for payment through the Monitoring Fund, the Custodian's costs under that paragraph, including any second-valuation cost paragraph V-9 places on the Custodian; and the accountant's engagement under Section 1.10(c). It does not pay the Recipient's other costs of complying with this Module, which are administration cost under Section 1.5(f).

(c) **Backstop review.** If by [date] in any year no independent certified public accountant has been engaged for a compliance review this Section pays for, the Custodian engages one, independent of the County, the Developer, the Counterparty, the Custodian and every Recipient, to review for that year the receipts and uses of each account under this Module and the payments due and made into them, pays it from the Monitoring Fund, and delivers its report to the Developer, the Recipient (or, while there is none, each Host Institution) and the Counterparty.

(d) **Carry-forward.** Amounts not spent in a year carry forward; while the balance exceeds [__] times the annual maximum payment, each later payment is reduced by the excess.

(e) **Limits.** The Monitoring Fund pays nothing for an objection by the Developer or the County, and no attorneys' fees or costs in any action or arbitration against the Developer; an objection under paragraph V-9 is not such an action. No Monitoring Fund money is paid to the Community Party itself, and none funds lobbying or political activity. Its receipts and uses are reported under Section 1.22.

**Section 1.22 Reports; publication.**

(a) **Annual report.** Each year by [date], the Developer shall deliver to the Recipient and the Counterparty, and publish on a public website, a plain-language report stating, for the prior year, the Allocation made available and used, Installed IT Capacity and its restatements, the export classifications under paragraph T-7, the measures under paragraph T-8(b), the equipment statement under paragraph T-16, each statement it publishes under paragraph T-9, each valuation, each conversion, any default and cure, each amount under Sections 1.5(f) and 1.5(g)(iv) budgeted, paid and unpaid, any reduction under Section 1.5(f)(v), the matters Section 1.13(b) requires, and the receipts and uses of the Restricted Account, the Continuity Escrow, the Monitoring Fund and any cash security account as reported by the Custodian. The Recipient attaches its own annual statement, including the statements Sections 1.5(d) and 1.6 and paragraphs D-2(d), T-20 and T-22 require, each statement and finding under paragraphs T-9, T-10, T-13(g) and T-21, its use of the Allocation by class of user, and its transition plan. Under an Agreement, this report is part of the report under Section 4.3 of the Agreement.

(b) **Certificate.** Each year the Developer delivers to the Recipient a certificate stating the status of its obligations under this Module and any default known to it.

(c) **Publication before or after an act.** Where this Module requires a statement or finding to be published before an act, the person making it posts it on a public website, with notice to the Developer, the Recipient and the Counterparty, not less than [__] days before the act, and attaches it to its next annual report or statement. Where this Module requires one to be published after an act, the person this Module names to publish it, or otherwise the person making it, posts it the same way within [__] days after the act.

(d) **Formats; publication; license.** Every report, telemetry stream, manifest and audit under this Module is delivered to the Recipient and, under an Agreement, the Community Party in human-readable and machine-readable open formats under the Technical Schedule. The person that delivers it publishes it with, or as part of, the next report under subsection (a), subject to subsection (e), and the Recipient and the Counterparty may also publish any of them at any time. The Developer grants the Recipient and the Counterparty a perpetual, irrevocable, royalty-free, sublicensable license to publish, republish, aggregate and redistribute those materials, including through shared public repositories, and asserts no trade-secret, copyright or confidentiality claim against that publication. The waiver reaches only claims the Developer holds. Configuration-level detail and unit-pricing inputs are governed by Section 1.8(b) and paragraph V-11.

(e) **Redaction.** Physical-security layouts, network-security configurations, credentials and personal information about residents are redacted from publication whether or not designated. No redaction extends to capacity or service-level data or to valuation amounts.

**Section 1.23 Insurance; separateness.**

(a) **Recipient insurance.** The Recipient maintains: [commercial general liability of [$__] per occurrence and [$__] aggregate, naming the Developer as additional insured]; [cyber and privacy liability of [$__]]; [technology errors and omissions of [$__]]; and [property insurance on Recipient-Owned Hardware of which it is the holder, at replacement value]. These limits apply to every Recipient and are the limits for its indemnity under Section 1.8(c). A Recipient that is a public body may meet this subsection through a self-insurance or risk management program authorized by law that provides equivalent coverage. The Recipient's documented cost of the insurance this subsection requires, or of the part of such a program that provides it, is administration cost under Section 1.5(f), except to the extent an offtake agreement under paragraph T-14 pays it.

(b) **Separateness.** The Recipient bears its own risk of loss for Recipient-Owned Hardware of which it is the holder, holds its funds separately from any account of the Developer without commingling, and, in matters under the Instrument, deals with the Developer only on documented, commercially reasonable, arm's-length terms comparable to those of an independent commercial tenant.

(c) **Developer insurance.** Where subsection (a) requires the Recipient to name the Developer as additional insured, the Developer maintains, at its cost, [commercial general liability and cyber liability] insurance in amounts of [$__], covering the Project and any infrastructure on which it delivers the Allocation, naming the Recipient as additional insured. These are the limits for the Developer's indemnity under Section 1.8(c).

**Section 1.24 Notice; cure; enforcement.**

(a) **Notice and cure.** A notice of default under this Module may be given by the Recipient or by the Counterparty, with a copy to the other and to the Custodian. The Developer has the cure period the provision concerned states or, where none is stated, the period the Instrument states for that default. The Instrument's provisions on notice to and cure by lenders apply to every notice of default. Every notice on a matter under this Module is copied to the Recipient and the Custodian. Where an amount or other obligation under this Module is due on a fixed date, the cure period for a draw under Section 1.20 ends when the amount remains unpaid [thirty (30)] days, or the obligation remains unperformed [sixty (60)] days, after it was due. For that draw, notice of default is given where the law permits it, but is not a condition of the draw.

(b) **Remedies.** The Developer, the Recipient and the Counterparty agree that the commitments of this Module are unique and that money damages are inadequate. The Recipient and the Counterparty may each (i) obtain specific performance and injunctive relief; (ii) certify a draw under Section 1.20; (iii) recover the amounts Section 1.18(e) states, paid into the Restricted Account; and (iv) recover any amount unpaid under Section 1.5(f) or 1.5(g)(iv), with interest, paid to the Custodian for the person to which it was due. Under a Lease, the County exercises these remedies as landlord under Section 2.7. The Recipient has no right to terminate the Instrument, to re-enter the Project Site, or to any remedy against the County, except injunction and specific performance under Section 2.11(b)(i) as a holder.

(c) **Recipient covenants.** The covenants of Section 1.6(a) to (e), paragraphs T-14 and T-20, Section 1.7(a) and (c) as they apply to Recipient-Owned Hardware and services on it, and Schedule 2 as paragraph D-7 applies it to those services, are covenants to the Developer of the Recipient and of each holder Section 1.6(d) binds, enforceable by the Developer, but not by an award of damages or other money against a public body.

(d) **One recovery.** A recovery by the Recipient or the Counterparty of an amount under Section 1.18(e) for a period satisfies the other's claim for that period to the same extent.

**Section 1.25 Disputes; fees; damages.**

(a) **Mediation.** A dispute among the Developer, a Recipient, a Host Institution, an Access Institution, a holder of Recipient-Owned Hardware and, under an Agreement, the Community Party under this Module, other than for emergency injunctive relief, is mediated for not more than [__] days before suit, and the Developer pays the mediator in a dispute to which it is a party. A dispute about whether an entity meets Section 1.10(b), or an institution meets Section 1.11, is decided under paragraph T-23, and a dispute paragraph T-26 describes is decided under that paragraph.

(b) **Fees.** In an action under this Module between two or more of the Developer, a Recipient, a holder of Recipient-Owned Hardware, an Access Institution and the Community Party, or by a holder against the County, each party bears its own attorneys' fees and costs.

(c) **Damages.** Neither the Developer nor a Recipient is liable to the other for consequential or punitive damages. This subsection does not limit any amount under Section 1.18(e), any payment into the Restricted Account, or any draw on the security.

**Section 1.26 General.**

(a) **Independent obligations.** The obligations of this Module are independent of, and are not offset against, any other obligation of the Developer under the Instrument, and every payment under this Module is made without deduction, offset, abatement or counterclaim, including any claim the Developer has or asserts against the Counterparty or the County.

(b) **No reduction.** No act, failure, declination or schedule of a Recipient, no term or update of the Technical Schedule, no reallocation under Section 1.5(e), no return under Section 1.6(f), no use of an option under paragraph T-10, no conversion, no sublease or colocation license, and no suspension waives, reduces, excuses or offsets any obligation of the Developer or any protection of the Recipient or of users, or waives anything for a later period. Rules that bind the Recipient, and security after a Conversion Event, do not change what the Developer pays or when. Paragraph T-8 is an operating covenant independent of Section 1.4 and Schedule 3.

(c) **Measures.** Each money measure of this Module is compensation for performance not rendered, a reasonable forecast of harm or a rule of timing, and not a penalty or forfeiture. The conversion mechanics price the capacity itself and do not make legal remedies adequate for, or displace specific enforcement of, the open-standards, data-protection, segregation, ownership, access and security-instrument covenants.

(d) **Lenders.** The rights under Section 1.13 and paragraph T-15, and the obligations of Sections 1.14 and 1.15, are subordinate to every Leasehold Mortgagee, mortgage lender and equipment financier to the extent of conflicting collateral, grant no interest senior to them, do not impair the Developer's financing or delay decommissioning, and are read with Sections 1.4(f) and 1.8(a) so that the Developer's obligations are those this Module states.

(e) **Nothing reverts.** Nothing under this Module reverts or is conveyed to the Developer, except the unused balance of the Continuity Escrow under Section 1.14(d) and the unapplied balance of cash security under Section 1.20(e).

(f) **Training bar.** No payment the Developer makes under this Module, including any Conversion Payment, funds instruction, training, workforce or economic-transition programs or income support, except an Instruction Share under Section 3.6 where the Parties choose it.

(g) **Amendment.** After a Recipient accepts, no amendment of the Instrument reduces the Allocation or the Recipient's rights under this Module without the Recipient's written consent. The Developer gives no consent under s. 617.2104(6)(a), Florida Statutes.

(h) **End of the Instrument.** On the end of the Instrument, the obligation to deliver the Allocation ends prospectively, and every obligation accrued before then, including any acceleration under Section 1.18(f), survives. Sections 1.3, 1.12, 1.13(c), 1.14, 1.19, 1.24 and 1.25, paragraphs T-22 and T-26 and the accounts this Module creates survive until every accrued obligation is performed and each account is spent for its purposes. Sections 1.5(a), 1.6(a) to (e), 1.7(a) and (c), 1.19(b), 1.22(c), 1.24(c) and 1.25 and paragraphs T-9, T-14 and T-20(b), as they apply to Recipient-Owned Hardware, and Schedule 2, as paragraph D-7 applies it to services on Recipient-Owned Hardware and paragraph D-1(e) to that hardware, survive until that hardware is retired and its net proceeds are applied under Section 1.6(d).

(i) **No waiver.** No failure or delay in enforcing this Module is a waiver.

## PART 2. GROUND LEASE

**Section 2.1 Attachment; terms; particulars.**

(a) **Attachment.** A Board that takes part of the rent in kind publishes this Module, with each optional term of it that the Board elects, in the minimum lease terms of the solicitation. The Lease as executed attaches this Module as Exhibit "G." Parts 1 and 2 and Schedules 1 to 3 are covenants of the Lease. Part 3 does not apply. No Board elects this Module for Premises that are airport property subject to 49 U.S.C. 47107(b) or 47133.

(b) **Terms.** Under the Lease: "Developer" in Part 1 and the Schedules means the Tenant; "Project Site" means the Premises; "Counterparty" means the County acting only as landlord; "Term" includes any holdover; "Host Institution" means each institution Section 2.1(c) names and each additional Host Institution under Section 2.9(d)(ii), whether or not it has accepted, and each becomes the Recipient only on its written acceptance under Section 2.9; and "Abandonment" and "Distress Event" have the meanings in Section 1.1 of the Lease, as Section 1.2 extends the latter.

(c) **Particulars.** The Custodian is [Name], meeting Section 1.12(a). The first Host Institution is [name] and the second is [name], each meeting Section 1.11. The Appointing Authority is the one Section 1.1 of the Lease names.

**Section 2.2 Rent in kind; consideration.**

(a) **Rent.** As additional rent, the Tenant shall deliver the Allocation as rent in kind on the terms of this Module. The rent in kind and every obligation of this Module are part of the rent the Lease reserves and integral to it with Base Rent: no person may assume or take an assignment of the Lease without them, or keep its other terms while rejecting them, and for that purpose they are not severable from the rest of the Lease.

(b) **Consideration.** The rent in kind is consideration for the leasehold estate. The County bargained for it as landowner. Base Rent alone gives the County fair value for its land; the rent in kind is consideration in addition to it. Section 15.1(b) of the Lease applies to the rent in kind.

(c) **Direction to the Recipient.** The County, as landlord, directs that this rent be delivered to the Recipient and, for the payments Section 1.5(g)(iv) provides for them, to Access Institutions, for the uses of Section 1.5 rather than to the County. The Board's public-purpose finding for that delivery is part of the award record summarized in Exhibit "B."

(d) **Third-party beneficiaries.** Each Recipient is an intended third-party beneficiary of this Module as Section 1.9(b) provides, each Access Institution as Section 1.5(g)(iv) provides, the Custodian as to the amounts owed to it under Section 2.3, and each holder of Recipient-Owned Hardware as to Section 2.11(b)(i) and (iv), but against the County only for injunction and specific performance. Except as those Sections and Article 11 provide, no person is a third-party beneficiary of the Lease.

**Section 2.3 Conversion Payments as rent.** Conversion Payments and every other amount payable into the Restricted Account are owed by the Tenant directly to the Custodian, to be held for the Recipient. They are additional rent for the purposes of Section 2.2 and Sections 14.1(a) and 14.2 of the Lease only, and nonpayment is a rent default under Section 14.1(a). The County has no right to receive any Conversion Payment or to direct its application, and no Conversion Payment is a receipt, deposit or other money of the County. Section 4.8 of the Lease does not apply to amounts payable into the Restricted Account; interest under Section 1.18(d) applies instead.

**Section 2.4 Fair value; cash true-up.**

(a) **Base Rent.** Base Rent under Sections 4.1 and 4.2 of the Lease is set, and reset, at not less than the fair market rental value of the Premises determined by the appraisals summarized in Exhibit "B" and under Section 4.4 of the Lease, without counting the rent in kind.

(b) [Reserved.]

(c) **Fair-value floor.** For each rent year, total rent shall be not less than the fair market rental value of the Premises then in effect under Sections 4.2 and 4.4 of the Lease, which for this subsection is the appraised value even while a reset cap the Board elects under Section 4.3(b) holds Base Rent below it. "Total rent" means Base Rent and any other cash rent paid to the County for the year, excluding taxes, payments in lieu of taxes, reimbursements, late charges, interest and any payment under Section 2.5(e).

(d) **Shortfall paid as cash rent.** If total rent for a rent year is less than the fair market rental value for that year, the Tenant shall pay the shortfall to the County as cash rent within [__] days after the later of the end of that rent year and the date the determination of that value under Section 4.4 of the Lease becomes final.

(e) [Reserved.]

(f) **No reduction.** Nothing in this Module abates, defers or reduces Base Rent.

**Section 2.5 [Optional] County computing share.** [Where the Board elects it, Section 2.5 of the Module M3 Options is inserted here.]

**Section 2.6 The County as landlord.**

(a) **Landlord only.** The County is party to this Module as landlord and in no other capacity. Its rights under this Module are to receive the notices, reports, valuations, acceptances, certificates and statements this Module sends to the Counterparty, each of which is notice only; to give notice of default and certify a draw under Sections 1.24 and 1.20; to publish, and hold the license to publish, under Section 1.22(d); to receive cash rent under Section 2.4(d); where Section 2.5 applies, to receive the County Share and exercise the other rights that Section states; to dispute under Section 2.7, on paragraph T-9 alone, the Tenant's statement under that paragraph before the order; to take part in mediation as Section 2.6(e) allows; to enforce this Module under Section 2.7; and, as successor to the improvements, to recognize title and give access under Section 2.11(b). Enforcement of rent is not a governance role, and no right of the County is exercised over the Recipient. The County gives no approval or consent to any acceptance and has no right to object to one.

(b) **No duty.** The County has no duty to any Recipient, Host Institution, Custodian, valuer, user or other person under this Module, other than recognizing title and access under Section 2.11(b), and has no right or duty to enforce the covenants under Section 1.24(c). No failure or delay in enforcement creates any claim against the County, and nothing in this Module waives Section 768.28, Florida Statutes.

(c) **Confidential data.** The valuation report delivered to the County omits configuration-level workpapers and unit-pricing inputs, and no trade secret a valuer receives is delivered to the County.

(d) **Premises.** [The Recipient's commercial general liability insurance under Section 1.23(a) also names the County, as fee owner, as additional insured as to Recipient activities on the Premises.] Recipient personnel on the Premises are the Tenant's licensees for purposes of Article 9 of the Lease.

(e) **Disputes.** The County may, but need not, take part in mediation under Section 1.25(a), except in a dispute under paragraph T-23 or T-26, in which it takes no part. Section 15.12 of the Lease continues to govern fees in actions between the County and the Tenant.

**Section 2.7 Enforcement by the County as landlord.**

(a) **Remedies.** The County may enforce this Module as landlord: by notice of default, by specific performance and injunctive relief, by certifying a draw under Section 1.20, and by the remedies of Article 14 of the Lease, subject to Article 11.

(b) **Recoveries.** The County recovers no money for rent in kind. Amounts payable into the Restricted Account are owed to the Custodian under Section 2.3, amounts under Sections 1.5(f) and 1.5(g)(iv) are owed to the Custodian for the persons to which they are due, and the County may obtain an order that the Tenant pay any of them to the Custodian, but, for an amount in dispute under paragraph T-26 other than an installment as budgeted, only after the decision and for the amount it finds due, and it certifies a draw for such an amount only on the same terms. This subsection does not apply to the County Share or any payment for it under Section 2.5, to cash rent under Section 2.4(d), to the County's own fees and costs under Section 15.12 of the Lease, or to any amount owed to the County under any other provision of the Lease.

(c) **Events of Default.** A failure under this Module is an Event of Default under Section 14.1 of the Lease only if it is (i) a failure to pay a Conversion Payment or other amount into the Restricted Account, or an amount under Section 1.5(f) or 1.5(g)(iv), within the period of Section 14.1(a) after notice, given, for an amount in dispute under paragraph T-26 other than an installment as budgeted, only after the decision and for the amount it finds due; (ii) a failure of in-kind delivery that continues after the cure periods of this Module and for which the Tenant has not paid the amounts this Module substitutes for it; or (iii) a failure to maintain the security under Section 1.20, or the business interruption coverage under Section 1.15(d), within the period of Section 14.1(b).

**Section 2.8 Ledger of rent in kind.** Within [__] days after it receives the report under Section 1.22(a), the County publishes with it a ledger of rent in kind for the prior year stating, for each item of rent in kind (each component of the Allocation, each Substitute Benefit and each payment into the Restricted Account), the item and the quantity delivered or paid, its unit value and the valuation method under Schedule 3, and the valuer. The ledger also states the cash rent the County received for the year and the County administration cost for the year, restated from the County's actual cost, as its records show it, of monitoring and enforcing the rent in kind as landlord, excluding any cost the Monitoring Fund pays, with the basis of the restatement. The Tenant states in its report under Section 1.22(a) the facts the ledger requires that are within its knowledge.

**Section 2.9 Recipients under the Lease.**

(a) **Notice.** Not later than [__] months before the expected Operations Commencement Date, the Tenant shall give notice of the expected first delivery date to each Host Institution, the Custodian and the County.

(b) **First and second Host Institutions.** The first Host Institution becomes the Recipient on delivering its written acceptance to the Tenant, the Custodian and the County. If it declines, does not accept within [__] days after the notice under subsection (a), or later cannot serve, the second Host Institution becomes the Recipient on the same terms, accepting within [__] days after the Custodian's notice that it is entitled. The Custodian gives that notice within [__] days after the first declines or its time to accept ends; if it does not, the second's time to accept runs from the end of that period.

(c) **Succession.** If a Recipient dissolves, loses good standing, withdraws under Section 1.9(e), ceases to meet Section 1.11, as determined under paragraph T-23 where disputed, is unable to receive the Allocation, or is suspended under Section 1.8(e), the rights pass to the first and then the second named Host Institution that is not the departing Recipient, on its acceptance within [__] days after the Custodian's notice that it is entitled, which the Custodian gives within [__] days after the Recipient ceases to serve (and if it does not, that institution's time to accept runs from the end of that period), and otherwise as subsection (d) provides. A Host Institution that fails to hold the reserved share available or to grant requests within it, directly or, where Section 1.5(g) applies, through Access Institutions, in [__] consecutive quarters, or fails to publish as Section 1.11(d) requires, and does not cure within [__] days after notice under paragraph T-23(b), ceases to meet Section 1.11.

(d) **Open call.** The rest of this subsection applies after the period for acceptance under subsection (b) ends without an acceptance, or after a Recipient ceases to serve and no named Host Institution accepts within [__] days after notice that it is entitled. Within [__] days after either event the Custodian gives notice of it to the Tenant, the County and each Host Institution; if it does not, the Tenant, any Host Institution or any institution that meets Section 1.11 may give the notice with the same effect. After that notice, while no Recipient is entitled:

(i) a named Host Institution, including one that declined before, may accept at any time, otherwise on the terms of subsection (b);

(ii) from [__] days after the notice, any state college, state university or other public or nonprofit institution in Florida that meets Section 1.11 may deliver an acceptance in the form Section 1.11(d) states, with the certificate Section 1.11(c) requires, to the Tenant, the Custodian and the County. It becomes an additional Host Institution and the Recipient only when a neutral confirms that it meets Section 1.11. Within [__] days after the objection period under item (v) ends, the Custodian refers each such acceptance, in order, to a neutral with the qualifications paragraph T-23 states, appointed by the Appointing Authority, who decides on the certificate and any objection within [__] days; an acceptance not confirmed within that time is not confirmed. The Tenant pays the neutral for a confirmation, and an objector that does not prevail pays the cost its objection adds, except that the Tenant pays it for an objector that is a public body;

(iii) acceptances under item (ii) are considered in the order the Custodian receives them, an acceptance counting from that time if it also reaches the Tenant and the County within [__] business days, and those received on the same business day in an order the Custodian draws by lot; if one is not confirmed, the next is considered. An acceptance under item (i) takes priority over any acceptance under item (ii) not yet confirmed, and between acceptances under item (i) the first named Host Institution takes priority over the second;

(iv) no institution may accept under item (i) or (ii) within [__] months after it ceased to meet Section 1.11, was found not to meet it, or was suspended under Section 1.8(e); and

(v) the Tenant, a Host Institution or any institution that meets Section 1.11 may object to an acceptance under item (ii) by notice within [__] days after its delivery, decided in the confirmation, or dispute an acceptance under item (i) by notice within the same period, decided under paragraph T-23. Pending the decision, payments continue under Section 1.9(c) and nothing is delivered or disbursed to that institution.

(e) [Reserved.]

(f) **Custodian while there is no Recipient.** While there is no Recipient, the Custodian named in Section 2.1(c) continues and may be replaced only by the first Host Institution, on the terms of Section 1.12(c), and the first Host Institution chooses any successor on a resignation.

**Section 2.10 Monitoring Fund payment.** Beginning on the earlier of the first delivery date and the first day a Conversion Payment is due under Section 1.9(c), the Tenant shall pay the Custodian [$__] each year, adjusted by CPI-U, and not more than [$__] in any year, for the Monitoring Fund. Section 1.21 governs its uses and limits.

**Section 2.11 Relation to the rest of the Lease.**

(a) **Net rent; no tax credit.** Section 4.9 of the Lease applies to the rent in kind and to every payment under this Module. No rent in kind, and no payment under this Module, is credited against, or is the basis of any abatement, exemption or refund of, any tax, payment in lieu of taxes, fee or assessment. The Tenant shall not seek or accept, and shall cause its affiliates not to seek or accept, any credit, abatement, exemption or refund on account of any rent in kind or payment under this Module, and shall not cite, and shall cause its affiliates not to cite, any valuation under Schedule 3 in support of a request for one. This subsection does not bar any exemption, credit or other treatment that would be available to the Tenant on the same terms if the Lease took no rent in kind, which Article 5 of the Lease governs. If the Tenant or an affiliate receives a credit, abatement, exemption or refund this subsection bars that Section 5.3(f) of the Lease does not recover, the Tenant pays its amount into the Restricted Account, less any part repaid to the public body that granted it.

(b) **Expiration, termination and reversion.** On expiration or earlier termination of the Lease: (i) each holder of Recipient-Owned Hardware may remove it, and the Recipient may remove any other equipment it owns at the Premises, within [__] days, with escorted access, and the County, as successor to the improvements, recognizes the title of, and gives that access to, each person the Recipient serving at the end of the Lease or, if none is serving, the Tenant names to it in writing as such a holder or owner, never the Tenant or an affiliate, and the County may rely on that naming and decides no dispute about title; (ii) no Recipient-Owned Hardware or other equipment the Recipient owns, and no asset of the Restricted Account, the Continuity Escrow or the Monitoring Fund, merges into the reversion or passes to the County; (iii) the Continuity Escrow is applied under Section 1.14(d); and (iv) the Tenant gives each holder of Recipient-Owned Hardware, and the Recipient, notice of the end of the Lease not less than [__] days before an expiration or within [__] days after an earlier termination; removes from the Premises, at its cost, each item of Recipient-Owned Hardware, and other equipment the Recipient owns, that has not been removed under item (i), before it surrenders them or, after an earlier termination, within [__] days after the period item (i) states, with escorted access the County gives it for that purpose; and delivers each item to its holder or owner at a place in Florida that person states in writing within [__] days after the notice or, if it states none, at its principal office. If the Tenant does not remove an item when item (iv) requires, the period under item (i) continues for that item until it is removed, and the Tenant pays the documented cost of its removal and of the County's escort. The County takes no custody of Recipient-Owned Hardware or other equipment the Recipient owns.

(c) **Leasehold Mortgagees.** Article 11 of the Lease applies to this Module. A new lease under Section 11.3 includes this Module, and the Recipient then serving continues as Recipient under it. A Leasehold Mortgagee's liability under this Module is limited as Section 11.4 provides.

(d) **Assignment and subletting.** An assignee under Article 10 assumes this Module as part of the Lease, without any consent of the Recipient. No sublease or colocation license under Section 10.2 reduces Installed IT Capacity for this Module or relieves the Tenant of any obligation under it.

(e) **Capacity increase.** An increase in Approved Capacity requires an amendment of the Lease under Section 6.5, and the Allocation applies to the Project as amended under Section 1.4(e).

(f) **Survival.** In addition to the provisions Section 1.26(h) lists, Sections 2.6, 2.7 and 2.11(b) survive expiration or termination of the Lease.

(g) **Amendment.** This Module is amended only as Section 15.13 of the Lease provides. After a Recipient accepts, Section 1.26(g) and Section 11.4 of the Lease also apply.

**Section 2.12 Conforming provisions.** Where the Board elects this Module, the Lease provisions named below read as follows, in addition to their other terms:

(1) **Recital C.** The Board's findings of public purpose include rent in kind in the form of the Civic Compute Allocation, delivered under Exhibit "G" to the Recipient for public-interest use by residents of the County, which delivery serves a public purpose, and the County receives full and adequate consideration.

(2) **Section 1.1.** Terms defined in Exhibit "G," including "Civic Compute Allocation," "Conversion Event," "Conversion Payment," "Recipient," "Host Institution," "Custodian" and "Restricted Account," have the meanings given there, and no definition of the Development Agreement applies to them.

(3) **Section 1.1, "Affiliate."** The definition of "Affiliate" applies throughout the Lease, including Exhibit "G."

(4) **Section 3.2.** No extension of the Term reduces the rent in kind under Exhibit "G."

(5) **Section 4.3.** No downward reset under Section 4.3(d) reduces the rent in kind under Exhibit "G" or any other obligation of the Lease, and no reset cap under Section 4.3(b) holds cash rent for a rent year below the appraised value used in Module Section 2.4(c).

(6) **Sections 4.7 and 15.2.** Section 4.7 states that the Tenant delivers, as additional rent, the rent in kind on the terms of Exhibit "G," that Conversion Payments are governed by Module Section 2.3, and that each provision of the Lease this Section 2.12 names reads as this Section provides. Section 15.2 reads as Module Section 2.2(d) provides.

(7) **Section 4.4.** Each appraisal also disregards the rent in kind under Exhibit "G."

(8) **Section 5.2(b).** The Tenant's undertaking not to claim or accept any exclusion from, or reduction of, the tax on the leasehold under Section 196.199(2)(b), Florida Statutes, reaches the Allocation and every other provision of Exhibit "G."

(9) **Section 10.1.** The criteria for the County's consent to an assignment, and for its confirmation releasing the assignor, include Module Section 2.11(d), and every transferee, including a Leasehold Mortgagee or an entity it controls, assumes Exhibit "G" in writing with the Lease and the Operating Standards.

(10) **Section 11.4.** Each Leasehold Mortgagee acknowledges in writing, as a condition of its notice rights, that Recipient-Owned Hardware and the assets of the Restricted Account, the Continuity Escrow and the Monitoring Fund are not the Tenant's collateral or estate property, and the protections of Module Sections 1.13 and 1.26(d) bind and benefit the Parties and the Recipient subject to the subordination there stated.

(11) **Section 12.2.** In a taking of all or substantially all of the Premises by an authority other than the County, Recipient-Owned Hardware is compensable to its holder, and no part of any award for it, or for any asset of the Restricted Account, the Continuity Escrow or the Monitoring Fund, is allocated to the County.

(12) **Section 13.1.** Recipient-Owned Hardware, the Restricted Account, the Continuity Escrow, the Monitoring Fund and the rights under Module Section 2.11(b) survive expiration, termination and reversion and are not merged or extinguished by the County's succession to the improvements.

(13) **Section 14.4.** The County's rights under Section 14.4 confer no right or duty with respect to Exhibit "G," the Allocation, any Recipient, Recipient-Owned Hardware or any account under Exhibit "G."

(14) **Section 15.7.** The Tenant delivers its certificate under Module Section 1.22(b) to the Recipient within thirty (30) days after each anniversary of the Rent Commencement Date.

(15) **Section 15.17.** Before designating a substitute index for CPI-U, the County also consults the Recipient.

(16) **Exhibit "B."** Part 1 also includes: the request for information made before the solicitation covers the rent in kind; the independent valuation of the rent in kind under Schedule 3 and the fair-value computation of Module Section 2.4; the County administration cost for the rent in kind, stated separately as the County's estimate of its own annual cost as landlord to monitor and enforce it (receiving and reviewing reports and valuations, notices, certificates under Module Section 1.20, and enforcement), which no Monitoring Fund money pays and which the County restates each year under Module Section 2.8; a ledger of each item of rent in kind expected in the first rent year, with the entries Module Section 2.8 requires; and the Board's adequacy-of-consideration and public-purpose findings, including the public purpose of delivering the rent in kind to the Recipient and, for the payments Module Section 1.5(g)(iv) provides for them, to Access Institutions, and the public controls on it (the use limits of Module Sections 1.5 and 1.6, the dedication of Recipient-Owned Hardware under Module Section 1.6(d) (enforceable by the Developer and the Recipient then serving), audit and publication under Module Section 1.22 and Module paragraph D-6, succession under Module Section 2.9(c), and enforcement by the County as landlord under Module Section 2.7).

(17) **Exhibit "C."** The rent in kind is stated in Exhibit "G" and valued under its Schedule 3, and no amendment of the Development Agreement changes it.

(18) **Section 6.6.** Instead of bringing land within the Lease by amendment, the Tenant may elect by notice to the County and the Recipient to include the information-technology capacity installed at the facility, measured as Installed IT Capacity is measured, in the measure of the Allocation as if it were installed on the Premises. Except by that election, Section 6.6 does not enlarge any monetary or in-kind obligation measured by the Approved Capacity.

(19) **Section 15.18.** The entry for Exhibit "G" is "Module M3, Civic Compute Allocation," and the Module is attached in full as Exhibit "G."

## PART 3. COMMUNITY BENEFITS AGREEMENT

**Section 3.1 Attachment; terms.**

(a) **Attachment.** This Module forms part of the Agreement as Section 5.4 of the Agreement provides. Section 5.5 of the Agreement states which provisions of this Module do not apply to a share paid as the Community Payment. Part 2 does not apply.

(b) **Terms.** Under the Agreement: "Counterparty" means the Community Party; "Term" means the term under Section 13.2 of the Agreement; "Abandonment," "Distress Event," "Replacement Approval" and "CPI-U" have the meanings the Agreement gives them; and before any Host Institution or Qualified Operator accepts, the Community Party is the Recipient for purposes of enforcement only. The Allocation is a private commitment of the Developer to the Recipient.

(c) **Agreement provisions.** The security under Section 1.20 may be delivered as part of the security under Section 9.1 of the Agreement. The Monitoring Fund is the fund under Section 10.1 of the Agreement, and the Recipient's costs of complying with this Module, other than those Section 1.21(b) pays from it, are paid by the Administration Payment and, above it, under Section 1.5(f). The Custodian is the Custodian under Section 10.2 of the Agreement. While there is no Recipient, the Community Party may replace the Custodian, and chooses any successor on a resignation, under Section 1.12(c).

**Section 3.2 Host Institutions; first Recipient.**

(a) **Notice; acceptance.** Not earlier than [__] months and not later than [__] months before the expected Operations Commencement Date of the first Phase, the Developer gives notice of the expected first delivery date to each institution named in Exhibit C, the Community Party and the Custodian. The first institution named in Exhibit C becomes the Recipient on delivering its acceptance, in the form Exhibit C describes, to the Developer, the Community Party and the Custodian, at any time after the Approvals Date under the Agreement and not later than [__] days after the notice. If it declines, does not accept within that time, or later cannot serve, the second institution named in Exhibit C becomes the Recipient on the same terms, accepting within [__] days after the Custodian's notice that it is entitled. An institution that accepts before first delivery has the Recipient's rights under Article VI of the Agreement from its acceptance, and the rest from first delivery.

(b) **Qualified Operator.** Before first delivery and before any institution named in Exhibit C has accepted, and not later than [__] days after the notice under subsection (a), the Community Party may instead designate as the first Recipient a Qualified Operator, by notice delivered to the Developer and the Custodian with the Qualified Operator's acceptance and certificate under Section 1.10(c) and its statement of the users and uses it expects the Allocation to serve under Section 1.5 for the years Exhibit C states. Section 3.5(a) governs when the designation takes effect, and the institutions named in Exhibit C then serve as successors under Section 3.4. A Qualified Operator so designated has the Recipient's rights under Article VI of the Agreement from the date its designation takes effect under Section 3.5(a), and the rest from first delivery. No institution named in Exhibit C accepts under subsection (a) while a designation is pending, and if the designation does not take effect, the time for acceptance under subsection (a) runs from the Custodian's notice to those institutions that it has not taken effect, which the Custodian gives within [__] days after it receives an accountant's opinion that does not state that Section 1.10(b)(i), (iv) and (vii) are met or a decision against the designation under paragraph T-23, or after the period for the opinion under Section 1.10(c) ends without one.

**Section 3.3 Removal.** The Community Party may by notice replace a Host Institution or Qualified Operator that fails to hold the reserved share under Section 1.5(d) available, or to grant requests from eligible users within it directly or, where Section 1.5(g) applies, through Access Institutions, in [__] consecutive quarters, or fails to publish its budget or statement of costs under Section 5.17(c) of the Agreement, its acceptable-use policy or its transition plan, and in either case does not cure under Section 11.1 of the Agreement, or that ceases to meet Section 1.11(b) and does not cure within the period Section 1.11(c) states after notice from the Community Party or the Developer; the rights then pass under Section 3.4.

**Section 3.4 Successor recipient.**

(a) **Passing of rights.** If a Recipient dissolves, loses good standing, withdraws under Section 1.9(e), is replaced under Section 3.3, is found under paragraph T-23(b) to have ceased to meet Section 1.10(b) or 1.11 and has not cured within any period Section 1.10(a) or 1.11(c) allows, is suspended under Section 1.8(e), reaches the end of its term under Exhibit C without renewal, or is unable to receive the Allocation, the rights pass to the first institution named in Exhibit C, and then the second, that is not the departing Recipient and accepts on the terms of Section 3.2(a).

(b) **While there is no Recipient.** After the first delivery date, or after a Recipient ceases to serve, while no Recipient holds the rights: (i) any institution named in Exhibit C, including one that declined before but not one replaced under Section 3.3, suspended under Section 1.8(e) or found not to meet Section 1.11 within the prior [__] months, may accept at any time, otherwise on the terms of Section 3.2(a); (ii) the Community Party may by notice add to Exhibit C any public or nonprofit institution in Florida that operates computing for research, education or public use, meets Section 1.11 and is not a Barred Person under the Agreement; (iii) a Qualified Operator may become the Recipient by delivering its acceptance and certificate under Section 1.10(c), Section 3.5(a) governing when it takes effect, unless an institution accepts under item (i) before then; and (iv) if no Recipient has accepted within [__] months after the first delivery date or the date the last Recipient ceased to serve, the Community Party may elect by notice, without regard to Section 5.3 of the Agreement, that the Developer's commitment be delivered as the Community Payment under Section 5.2(a)(ii) of the Agreement, and the balance of the Restricted Account passes, on the date the first Community Payment is due, to the Community Benefit Account or the Fund Holder, as Section 5.8 of the Agreement then makes applicable, for the Permitted Purposes of Section 5.10(a)(i). The first Community Payment is then due on the first day of the calendar quarter beginning at least [__] days after the notice, a period not shorter than the acceptance period in Section 5.8(b), and the deadlines of Sections 5.6(b), 5.8, 5.11 and 9.1 of the Agreement run from that date.

(c) **Cloud form required by Exhibit A.** Where Exhibit A states public cloud delivery under Section 5.2(b)(B) of the Agreement, paragraph T-13 applies to that share as a required cloud form, and if cloud terms meeting paragraph T-13(f) are not signed within [__] months after the first delivery date, the Community Party may elect by notice, without regard to Section 5.3 of the Agreement, that the share be delivered as the Community Payment, and subsection (b)(iv) governs the balance of the Restricted Account and the timing of the first Community Payment.

(d) **Accrual.** Section 1.9(d) governs every failure of a Recipient, and the Developer's rights of suspension are only those Sections 1.5(g)(ii) and 1.8(e) state.

**Section 3.5 Qualified Operator.**

(a) **When it takes effect.** A designation under Section 3.2(b), an acceptance under Section 3.4(b)(iii) and an assignment under subsection (d) take effect, and a delivery under Section 1.10(b)(viii) is complete, [__] days after the accountant's opinion under Section 1.10(c), stating that Section 1.10(b)(i), (iv) and (vii) are met, is delivered to the Developer, the Community Party, the Custodian and any Recipient then serving, or on any earlier date the Developer, the Community Party and any Recipient then serving agree in writing, unless within that period the Developer, the Community Party or the Recipient then serving gives notice disputing, on the criteria of Section 1.10(b) alone, that the certificate is correct. The dispute is decided under paragraph T-23, and if the certificate is upheld the designation, acceptance, assignment or delivery takes effect [__] days after the decision.

(b) **Community Party as Recipient.** Where the Community Party is the Recipient, it may give notice of a dispute only by resolution of directors with no interest in its role as Recipient.

(c) **Transfer.** On any change of Recipient, Sections 1.6(d) and 1.9(e) of this Module and Section 5.17(e) of the Agreement apply, and, where Section 3.6 applies, an outgoing Host Institution ceases to be the Instruction Institution for the share delivered in kind, Section 3.6(g) applying.

(d) **Succession by consent.** The Host Institution that is the Recipient may, by written assignment, assign the Recipient's rights under Articles V, VI and VIII of the Agreement to a Qualified Operator that the Community Party designates by notice and that accepts in writing, assuming the Recipient's duties. The assignor remains bound for duties accrued before the assignment and under Section 1.6(d). The Developer consents now, without need for further consent, to any such assignment.

(e) **Institutions reaching users.** Subject to Section 1.5(g) where it applies, the Recipient may treat any public body or nonprofit organization in the Service Area, other than one Section 1.3(b) excludes or a Barred Person under the Agreement, and including one that residents organize, as an institution through which users reach the Allocation under paragraph D-3(a), for an identified share of the Allocation, under a written agreement binding the institution, as if it were the Recipient, to the first sentence of paragraph T-7(b) and paragraphs T-7(c) and D-1 to D-4 as to the users it provisions, and remains the Recipient and customer of record.

(f) **Enforcement; accountant.** A Qualified Operator that is the Recipient and the Community Party may each enforce Articles V to VIII of the Agreement, and the Community Party's obligations under Article III are unaffected. The Community Party engages the accountant under Section 1.10(c) within [__] days after the delivery that Section describes, and the Custodian engages one where the Community Party is the entity certifying or has not done so within that period. The accountant is paid from the Monitoring Fund under Section 10.1 of the Agreement.

**Section 3.6 [Optional] Instruction Share.** [Where the Parties choose it, Section 3.6 of the Module M3 Options is inserted here.]

**Section 3.7 Other terms under the Agreement.**

(a) **Recovered heat.** Net proceeds the Recipient receives from recovered heat taken under Section 8.2 of the Agreement are paid into the Restricted Account or, where the Recipient is a public body, applied by it to the uses of Section 1.19(b), and it publishes under Section 1.22(c) how they were applied. For this subsection, "net proceeds" means receipts from the heat less the Recipient's documented costs of taking, delivering and selling it, including recovery over [__] years, with interest at [__] percent a year, of its own capital in facilities beyond the interface.

(b) **Retired equipment.** Where Section 8.3 of the Agreement applies, paragraph T-15 of the Module M3 Options is inserted and applies.

(c) **Technical audit.** [The Community Party may also direct the technical audit under paragraph D-6.]

(d) **Valuer panel.** Before any Recipient accepts, the Community Party acts in the Recipient's place in agreeing the valuer panel under paragraph V-5.

## SCHEDULE 1. TECHNICAL SCHEDULE

### A. Measurement and delivery

**T-1 Technical Schedule.** Within [__] days after the first Recipient accepts, and before first delivery, the Developer and the Recipient shall agree in writing a technical schedule (the "Technical Schedule") stating: service levels for the Allocation; the units in which the Recipient allocates the Allocation to users, such as accelerator-hours by class, processor core-hours and storage capacity, and the method that converts the amount under Section 1.4 into those units, applied anew whenever C is restated and never so as to reduce the Allocation; security standards, abuse-response procedures and data-segregation requirements; open interoperability specifications for application programming interfaces, identity and access management, workload scheduling, workload portability, telemetry and usage reporting; the device drivers, firmware and accelerator runtime libraries that Section 1.7(a) excludes from its open-source requirement; an exhaustive specification of the workloads, data, configuration and metadata exportable under Section 1.14(e) and their formats, which does not limit that subsection; the salvage benchmark for paragraphs T-11 and T-15; the margin for services under Section 1.8(a); the colocation benchmark and service terms for paragraph T-17; the prepayment discount rate for Section 1.18(d); and the validated amount of the Continuity Escrow. The Technical Schedule may adopt open specifications of any recognized standards body. It is updated by written agreement of the Developer and the Recipient and published under Section 1.22(c), and no update may reduce any obligation of the Developer or any protection of the Recipient or of users. Failure to agree does not defer first delivery or any other obligation. Pending agreement, this Module applies on its own terms; the Developer identifies in writing the equipment delivering the Allocation, and the Recipient allocates it by device; the cloud form uses the reference equipment paragraph T-13(c) names; and either the Developer or the Recipient may refer the disagreement to Section 1.25.

**T-2 Measurement.**

(a) C is Installed IT Capacity as Section 1.2 defines it, measured at nameplate rating at rated equipment input or, for equipment that definition permits, by critical information-technology load as it provides. It is not reduced by utilization, power capping, redundancy reservation, equipment in standby, or any facility efficiency metric.

(b) No mechanical cooling load, power distribution or conversion loss, uninterruptible supply loss, ancillary load or other non-IT load is charged against, deducted from or counted toward the Allocation. Power Usage Effectiveness and any successor metric are the Developer's cost of performance, not a measure of the Allocation.

(c) C is restated at each technology refresh, on any addition of IT equipment and on any change in the load by which equipment is measured, and the Allocation adjusts within [thirty (30)] days after restatement. The Allocation is measured against then-current Installed IT Capacity, so that it refreshes as hardware generations turn over.

**T-3 Character of delivery.** The Allocation is delivered as committed, reserved capacity. It is not preemptible, evictable or reclaimable for commercial workloads; is not oversubscribed; and is not subject to power capping, clock reduction or scheduling deprioritization unless applied proportionally to production workloads of comparable class at the Project Site. Scheduled maintenance or modernization noticed to the Recipient at least [__] days in advance is not a breach of this paragraph if neither is applied to the Allocation more often or for longer than to production workloads of comparable class at the Project Site, except that scheduled maintenance beyond [__] hours in any calendar [month] [quarter] counts as unavailability under the Technical Schedule.

**T-4 Composition.** The share of the Allocation delivered as accelerated-computing capacity is not less than the share of Installed IT Capacity deployed as accelerated-computing capacity. The Developer may meet this by any combination of dedicated hardware, logically or physically partitioned capacity and scheduled access that delivers the required class and quantum, and chooses the means.

**T-5 Customer of record; isolation.** The Recipient is the single customer of record and operator of the Allocation and administers end-user access, provisioning and enforcement of its acceptable-use policy, except that, where Section 1.5(g) applies, each Access Institution provisions the users it serves and decides their requests. The Allocation is structurally partitioned and network-isolated, and public and resident data are not commingled with commercial tenant workloads.

**T-6 Performance verification.** The Developer shall deliver to the Recipient, at intervals of not more than [five (5)] minutes and in the formats of the Technical Schedule, telemetry sufficient to verify paragraphs T-3 and T-4: allocated and realized processor and accelerator core counts and sustained clock frequencies; memory and accelerator memory allocated and resident; storage and network throughput provisioned and achieved; preemption, eviction and throttling events with timestamps and causes; and interval availability, recorded for each minute. The Recipient may, at its own cost and not more than [twice] a year, run a synthetic benchmark of the Allocation and publish the result. The Developer shall not detect, special-case or preferentially schedule a workload because it is a benchmark.

**T-7 Controlled items; screening.**

(a) Where any portion of the Allocation consists of, or is provided by means of, items controlled under the Export Administration Regulations, 15 C.F.R. Parts 730 to 774, or any successor or analogous regime, the Developer shall (i) state the export classification of that portion in each annual report under Section 1.22; (ii) perform the end-user and end-use screening and licensing determinations required for access it provisions, authorizes or enables, including for each person the Recipient, or an Access Institution under Section 1.5(g), proposes to provision for a controlled portion, within [__] business days after the request; and (iii) furnish the Recipient, and each such Access Institution, the determinations it reasonably requires to administer access consistently with them.

(b) The Recipient administers access in conformity with those determinations and shall not grant, and shall promptly revoke, access contrary to them. If the Recipient determines in good faith that it cannot lawfully administer access to a controlled portion, it may decline that portion by notice, and the Developer shall substitute an equivalent quantum of non-controlled capacity.

(c) Whether or not any portion of the Allocation is controlled, before provisioning a project the Recipient confirms that the person leading it, any institution through which its users reach the Allocation and each person the Recipient provisions directly under paragraph D-3(b) are not listed on, or affiliated with an institution listed on, the restricted-party lists its acceptable-use policy names, and obtains from the person leading any project that trains an artificial intelligence model a written statement that the model is not trained for, or at the direction of, an entity headquartered in a country the policy names. Paragraph D-3(d) governs what the Recipient retains, subject to legal holds and retention required by law.

**T-8 Hardware currency.**

(a) Throughout the Term, the hardware delivering the Allocation is not more than [one] generation behind the median generation of accelerated-computing hardware then deployed at the Project Site, and of a condition not materially inferior to the median condition of deployed hardware of that generation, measured by accumulated power-on hours, thermal-throttling event rate, and any manufacturer-reported degradation or end-of-life indicator.

(b) The annual report under Section 1.22 states those measures for the hardware serving the Allocation and, in aggregate, for other hardware of the same generation at the Project Site.

(c) If the Developer does not cure a deficiency within [one hundred eighty (180)] days after notice, the Recipient may elect a Conversion Event under Section 1.17(a)(v) limited to the deficient portion, valued at the Replacement Cost of a conforming allocation.

### B. Open standards and procurement

**T-9 Open hardware at competitive cost.** Open hardware is commercially available at competitive cost under Section 1.7(c) when a supplier other than the Developer or an affiliate offers in writing hardware that conforms to an open hardware specification, of the class, performance and quantity required, for delivery within [__] days after the date it is needed, at a total cost of ownership over its expected economic life, counting acquisition, power, cooling, maintenance and support, not more than [__] percent above that of the lowest-cost hardware of equivalent class and performance that does not conform, offered for the same delivery. Before ordering hardware to which Section 1.7(c) applies, the person buying it states in writing the offers it compared, the percentage difference in total cost of ownership between them and its conclusion. The Developer, for hardware acquired for the Allocation, publishes its statement before the order under Section 1.22(c) and delivers the cost of each offer to the Recipient in confidence, and where the Recipient is subject to Chapter 119, Florida Statutes, the Developer may designate those costs as trade secrets as s. 119.0715, Florida Statutes, provides; before the order the Recipient or the Counterparty may dispute the statement, on this paragraph alone, under Section 1.25 or, for the County, Section 2.7. The Recipient, for hardware bought with Restricted Account funds, delivers its statement and the cost of each offer in confidence, except as Chapter 119, Florida Statutes, requires of a Recipient subject to it, to the Custodian before the order and publishes the statement after the order under Section 1.22(c); the Custodian makes no payment for the hardware until it has received them. This paragraph does not apply to an order of not more than [$__].

**T-10 Where no open option exists.**

(a) Where, for any software Section 1.7(a) requires to be open-source, no open-source option can deliver the Allocation on the terms of paragraphs T-3, T-4 and T-7 and Schedule 2, the software is chosen in this order: (i) an option available to users without charge, whose terms do not restrict users from moving their own code, models or data to other systems, and that exports them in documented, open formats, chosen on a written statement by the person choosing it, published before use under Section 1.22(c), of the open-source options considered and why none can deliver on those terms; and (ii) only where none is available, any other option, on a written finding by the Recipient, published under Section 1.22(c) before the option is used, that states the options considered and why no open-source option and no option under item (i) is available, with an exit plan stating how users' workloads and data would move when one becomes available.

(b) When an open-source option, or an option higher in this order, becomes available, it replaces the one in use at the next refresh or within [__] months, whichever is earlier, and the Recipient reviews each finding at least every [__] years.

(c) For software the Developer controls, the Developer may ask the Recipient in writing for a finding under subsection (a)(ii). The Recipient decides within [__] days and publishes its reasons, and a request not decided in that time, or made while no Recipient serves, is refused. Within [__] days after a refusal, the Developer may refer it, on this paragraph alone, to a single neutral with experience in computing infrastructure, chosen by agreement or, failing agreement within [__] days, by the Appointing Authority, who decides on documents within [__] days; the Developer pays the neutral unless it prevails against a Recipient that is not a public body. A decision of the neutral under this paragraph is an award in an arbitration under the Revised Florida Arbitration Code, Chapter 682, Florida Statutes, held in [COUNTY] County, in which the neutral is the arbitrator and the only question is whether no open-source option and no option under subsection (a)(i) is available for the software the request concerns.

(d) The Developer may use the option it proposed while a request or a timely referral is pending, for not more than [__] days in all from the request, and replaces it within [__] days after a refusal not referred, a decision against it or the end of that period, whichever is first. After a refusal or a decision against it, the Developer makes no new request for the same layer for [__] months unless it shows in writing that the options available have changed. Use of an option as this paragraph provides does not breach Section 1.7(a). This paragraph does not reach Section 1.7(b).

**T-11 Hardware bought from the Developer.**

(a) The Developer does not sell hardware, and causes its affiliates not to sell hardware, to the Recipient or another purchaser the Instrument applies this paragraph to (the "purchaser"), where the purchaser has identified the order in writing to the seller, before it is placed, as one this paragraph governs, at a price above the lowest written offer from a supplier other than the Developer or an affiliate for hardware of the same class, performance and quantity, on comparable terms of payment, warranty, support and delivery. The price counts every charge the purchaser pays the Developer or an affiliate for the hardware or for anything sold with it or required to buy it, without any sales tax the seller collects.

(b) Before ordering, the purchaser states in writing the offers it obtained from suppliers other than the Developer or an affiliate, at least one where any such supplier offers that hardware, and the price it will pay. In every case, the price also is not more than the Developer's acquisition cost plus a handling fee of not more than [__] percent of that cost. The Developer's acquisition cost is the price the Developer or an affiliate paid a person that is neither, net of every discount, rebate and credit received for that hardware, and for hardware that has been in service is not more than its fair salvage value.

(c) The Developer's chief financial officer certifies that cost in writing to the Custodian, which keeps the certificate in confidence; before the order the Custodian tells the purchaser in writing only whether the price is within this limit, and pays nothing for the hardware until it has. On the purchaser's request, an independent accountant that the Custodian engages, bound to confidence, verifies the certificate from the invoices and records the Developer gives it and reports only whether it is correct; if it is not, the Developer refunds the excess within [__] days and pays the accountant, and otherwise the accountant is paid from the Monitoring Fund. Section 1.8(b) does not excuse the certificate or those records.

(d) Where the Developer or an affiliate leases or finances hardware to the purchaser, the total cost over the term is not more than buying it at the price this paragraph permits with financing on comparable terms offered in writing by a lender other than the Developer or an affiliate, which the statement includes; where no such lender offers financing, neither the Developer nor an affiliate leases or finances the hardware to the purchaser.

(e) The purchaser delivers its statement, with the cost of each offer, in confidence, except as Chapter 119, Florida Statutes, requires of a purchaser subject to it, to the Custodian before the order, and the Custodian makes no payment for hardware it pays for until it has received them. After the order the purchaser publishes the statement under Section 1.22(c), without the price paid or the cost of any offer, stating instead the number of outside offers and whether the price was within this paragraph. Where paragraph T-9 also applies, one statement serves both paragraphs.

(f) This paragraph does not apply to retired equipment under paragraph T-15, where used, or hardware bought under the option in Section 1.13(b), which those provisions price, or to orders from the Developer and its affiliates totaling not more than [$__] in a year.

**T-12 [Optional] Procurement through the Developer.** [Where the Board, under a Lease, or the Parties, under an Agreement, choose it, paragraph T-12 of the Module M3 Options is inserted here.]

### C. Cloud form

**T-13 Cloud form.**

(a) **Election.** All or an identified part of the Allocation is delivered as committed capacity on a public cloud (the "cloud form") where the Recipient elects it by notice to the Developer and, unless the Developer or an affiliate offers a public cloud that meets this paragraph, the Developer consents, which it shall not unreasonably withhold, condition or delay; it gives or refuses consent, with its reasons in writing, within [__] days after the Recipient's notice, and a notice it does not answer in that time is consented to. The capacity comes from a public cloud that the Developer or an affiliate offers to unaffiliated customers, or is bought by the Developer, at its own cost, from an unaffiliated provider. The Developer proposes one or more providers that meet this paragraph, and the Recipient chooses among them; if the Developer proposes none within [__] days after the Recipient's notice, the Recipient may choose any provider that meets this paragraph. An election takes effect on the later of [ninety (90)] days after notice and the date the cloud terms under subsection (f) are signed, and delivery continues in its prior form until then. Except as subsection (b) provides, the Developer may not elect, require or condition any performance on the cloud form. An election is not a Conversion Event or a Substitute Benefit.

(b) **Required cloud form.** The Instrument may require the cloud form: under a Lease, where the Board states in the solicitation that a Tenant that will operate no computing equipment at the Premises delivers the Allocation in the cloud form; and under an Agreement, where Exhibit A states public cloud delivery under Section 5.2(b)(B) of the Agreement. The Developer then proposes providers within [__] days after the first Recipient accepts, and until cloud terms meeting subsection (f) are signed it pays Conversion Payments for that share as Section 1.9(c) provides. Ending a required cloud form requires the Developer's consent, which it shall not unreasonably withhold, condition or delay, and which it gives or refuses, with its reasons in writing, within [__] days after the Recipient's notice under subsection (j).

(c) **Same amount.** The cloud form changes where and how the Allocation is delivered, not its amount. The Allocation remains the amount under Section 1.4, measured against the Installed IT Capacity at the Project Site, with the composition of paragraph T-4 and the limit of Section 1.4(f). The Technical Schedule states the Allocation in the cloud form as an annual quantity of named classes of service: general-purpose computing in [processor-hours] of a named instance class; accelerated computing in [accelerator-hours] of a named instance class, where paragraph T-4 requires any; storage in [terabyte-months] of a named storage class; and network transfer in [terabytes]. It states the conversion from the amount under Section 1.4, established by measured performance on an open, publicly documented benchmark it names, and never by price. Where the Developer and its affiliates operate no equipment of a class at the Project Site, the conversion uses the benchmark performance, and the power drawn under that benchmark, of the equipment of that class deployed in the largest share at the Project Site as the statement under paragraph T-16 shows or, failing that, of the current-generation equipment of that class with the highest benchmark performance per watt generally available; where C is measured by contracted or provisioned load, the conversion uses power on the same basis. Storage and network transfer are stated in the capacity and throughput the Technical Schedule fixes for each megawatt of those classes. Each named class is restated at each restatement of C so that none is more than [one] generation behind the current generation the provider offers for that class.

(d) **No currency or credits.** No part of the Allocation in the cloud form is stated in currency, credits, points or any other unit whose quantity depends on a provider's prices, and no promotional, trial or research credit program meets this paragraph.

(e) **Committed delivery.** The capacity is delivered as committed reservations, or an equivalent commitment that is not preemptible, evictable or interruptible for the provider's commercial reasons, without expiry while the election continues and at no charge to the Recipient, [in accounts the Recipient owns and controls] [on the Developer's account with the Recipient as sole user]. Paragraph T-3 is met by delivery on terms no less favorable than those the provider gives unaffiliated customers holding committed reservations of the same class and term.

(f) **Cloud terms.** Before an election takes effect, the provider and the Recipient, or, for capacity on the Developer's account, the provider and the Developer with the Recipient as an intended third-party beneficiary, sign written terms that prevail over the provider's standard terms to the extent of conflict and provide at least that: (i) the provider does not terminate, suspend or reduce the service for convenience, and no change to its standard terms applies to the extent it would reduce the capacity, its availability or the Recipient's rights under this paragraph; (ii) the provider may suspend service only for an active security incident, abuse by a user, legal compulsion or the Developer's failure to pay the provider, the first three limited to the affected workload, with prompt notice and restoration on cure, and the last only after not less than [__] days' notice to the Recipient, the Counterparty and the Custodian; (iii) service levels are not less than those the provider publishes for the class, with service credits applied as added capacity and not as payment; (iv) workloads and data are hosted in the United States, and the Recipient may designate [at least one region outside Florida] for continuity; (v) the provider does not access, use or disclose the content of workloads except as strictly necessary to operate and secure the service or as law requires, and uses none of it to train or improve any model or service; (vi) data transfer out of the provider's cloud at the end of the election, on a change of Recipient, or for failover under Section 1.14 is free of charge to the Recipient and users; (vii) access continues for not less than [ninety (90)] days after the election ends or after notice that the provider will cease to serve, so that users can move their workloads; (viii) the Developer alone is liable for every charge for the service, and the Recipient for none; (ix) the provider and the Developer may not amend or end these terms so as to reduce the Recipient's rights without its written consent, and no standard term excluding third-party beneficiaries applies to the Recipient; and (x) where the Recipient is a public body, it gives no indemnity and, for accounts it owns, the terms include what s. 119.0701, Florida Statutes, requires of a contract for services.

(g) **Open standards.** The cloud form meets Section 1.7 where the Allocation is delivered as infrastructure services (computing, storage and networking) on which the Recipient runs the open-source software Section 1.7 requires, and subsection (f)(vi), subsection (f)(vii) and Section 1.14(e) meet its portability duty. The Recipient may use a provider's proprietary managed services only as paragraph T-10 permits, and discloses each such use in its annual statement under Section 1.22.

(h) **Verification.** In place of the telemetry of paragraph T-6, the Developer delivers each month, in the formats of the Technical Schedule, the provider's reservation records, the capacity delivered and used, interruption and suspension events with their causes, and service-level performance. The Recipient's benchmark right under paragraph T-6 continues, and Section 1.16 applies to any shortfall. For Section 1.16 and Schedule 3, capacity delivered in the cloud form is converted to the amount under Section 1.4 by the conversion under subsection (c).

(i) **Successor classes.** When a named class ceases to be generally available, the provider's successor class is substituted in a quantity fixed by measured performance on the benchmark under subsection (c), not by price, and no substitution reduces the Allocation or its composition.

(j) **Provider failure; ending the election.** If the provider ceases to offer the service, materially breaches the cloud terms or becomes insolvent, or an affiliated provider ceases to be the Developer's affiliate, the Developer, within [one hundred eighty (180)] days, procures the capacity in the cloud form from another provider that meets this paragraph or resumes delivery at the Project Site, and Section 1.16 applies to any shortfall in the interval. The Recipient may end an election, in whole or in part, on [one hundred eighty (180)] days' notice, and delivery then resumes at the Project Site, subject to subsection (b) for a required cloud form. Section 1.14(e) applies to each change.

(k) **Data and records.** Schedule 2 applies to the cloud form as it binds the Recipient, and subsection (f)(v) binds the provider. The provider gives any affidavit or certification Florida law requires of a person contracting with a public Recipient.

(l) **Character.** Delivery in the cloud form is performance of the Developer's obligation under this Module. It is not a gift, grant or donation to the Recipient, and it makes neither the Recipient nor the Counterparty a purchaser or reseller of the provider's services, or liable for any charge for them.

### D. Hardware, colocation and Recipient finances

**T-14 Recipient hardware rule.** The Recipient acquires and holds no Recipient-Owned Hardware, and in particular no accelerated-computing hardware, by purchase, financing, lease with purchase, transfer under paragraph T-15 or Section 1.13, or otherwise, unless (a) signed multi-year offtake agreements with users, each of which permits its assignment to a successor Recipient under Section 1.6(d), cover the hardware's full life cost over its economic life, including acquisition, financing, housing, power, maintenance, the reserve under paragraph T-20, and decommissioning and sanitization; (b) any financing is secured solely by the hardware it pays for and has a term no longer than the hardware's economic life; and (c) the Recipient bears no balloon payment or residual-value term. Restricted Account funds are applied to hardware only where this paragraph is met. [Item (a) is also met where Restricted Account funds, set aside for the purpose notwithstanding paragraph T-22(c) and within the spending the policy under paragraph T-22 permits, cover that full life cost, and in each of the [four (4)] preceding calendar quarters the unmet part of eligible requests within the reserved share that were declined, or granted in part, for want of capacity was at least the capacity the hardware adds, as the Recipient's publications under Section 1.5(d) show. The capacity of hardware so funded is furnished without charge for the capacity to users other than the Recipient's own faculty, staff, students and units, under Section 1.5(d) as if it were part of the reserved share, and capacity not requested within the period Section 1.5(d) states may be used under Section 1.5(e).]

**T-15 [Optional] Retired equipment.** [Where the Board, under a Lease, chooses it or, under an Agreement, Section 8.3 of the Agreement applies, paragraph T-15 of the Module M3 Options is inserted here.]

**T-16 Annual equipment statement.** Each year with its report under Section 1.22, and whether or not paragraph T-15 applies, the Developer states, for each class of Covered Equipment at the Project Site (accelerated computing, general-purpose computing, storage and networking), as shares of Installed IT Capacity and without configuration-level detail: (a) the shares owned by the Developer or an affiliate, held by it under a lease or financing, and owned or operated by subtenants, tenants or customers; (b) the expected year of the next refresh or decommissioning of the class; (c) whether the class conforms to an open hardware specification; and (d) whether equipment of the class is expected to be subject, when retired, to the rights of a lessor, financier, mortgage lender, Leasehold Mortgagee, subtenant, tenant or customer. For equipment that the Developer or an affiliate neither owns nor operates, the statement gives what its owners or operators report, aggregated so that no one subtenant's, tenant's or customer's equipment can be identified, and says where they report nothing. The statement is a planning disclosure and not a promise to retire, offer or keep any equipment. At the level of detail this paragraph requires, it discloses no trade secret for the purposes of Section 1.8(b).

**T-17 Colocation; cabinet reservation.**

(a) If the Recipient elects to lease colocation space, power, cooling or interconnection at the Project Site to house Recipient-Owned Hardware, the Developer provides it at [the lesser of [thirty percent (30%)] below prevailing retail market rates for comparable services in the region and prevailing wholesale market rates for committed capacity of comparable class, quantity and term in the region, meaning the rates in arm's-length transactions between unaffiliated parties for such capacity at the block-volume tier, each set annually by the independent published benchmark in the Technical Schedule] [the rates Section 1.8(a) permits].

(b) The Developer grants the Recipient, for the Term, a right of first refusal on standard cabinets with associated power and cooling within the main facility footprint sufficient to house Recipient-Owned Hardware of aggregate nameplate power draw up to the ratio R in Section 1.4(a) multiplied by Installed IT Capacity (the "Colocation Parity Entitlement"), adjusting automatically with Installed IT Capacity. After a Conversion Event in whole or in substantial part, the Entitlement is [twice that amount] [increased by up to [five (5)] additional standard cabinets, each with the power and cooling rating of the standard cabinets in the main facility footprint or, where they differ, the highest of those ratings], on the same terms. On the Recipient's request, the right of first refusal extends, in place of standard cabinets, within the Colocation Parity Entitlement and on the terms of this paragraph, to space, power and cooling for hardware built to an Open Compute Project or equivalent open rack specification, where the facility's power distribution, cooling, floor loading and containment within the main facility footprint can support it without alteration other than fit-out the Recipient pays for at cost; where they cannot, the Developer states which limit prevents it in writing within [__] days after the request.

(c) Recipient hardware is separately caged, keyed and network-isolated from commercial tenant systems. The Developer provides escorted physical access under reasonable security protocols and exercises no logical control over Recipient systems.

(d) Services under this paragraph are provided on the service levels, service credits, access and notice terms the Technical Schedule states, and never on terms less favorable than the Developer's standard terms for unaffiliated colocation customers of comparable size in the facility. No service credit limits Section 1.13 or any right under Section 1.24.

(e) While the Recipient's dedicated critical IT load at the Project Site would be less than one (1) megawatt, and unless the Department of Revenue has advised the Developer in writing that the housing does not affect the exemption under s. 212.08(5)(r), Florida Statutes, the Recipient makes no election under Section 1.13(a), houses no Recipient-Owned Hardware at the Project Site, and may house Recipient-Owned Hardware elsewhere as paragraph T-18 provides, as though it exceeded the Colocation Parity Entitlement.

(f) **Foreign entity.** The Recipient houses no Recipient-Owned Hardware at the Project Site while it is a foreign entity as s. 366.043(2), Florida Statutes, defines it, and commits or exchanges no capacity at the Project Site under Section 1.6(b) or (c) to a foreign entity. It certifies in writing to the Developer that it is not one before it first houses any hardware there and within [thirty (30)] days after the Developer's written request made not more than once a year, and obtains the same written certification from each person before committing or exchanging capacity at the Project Site to it under Section 1.6(b) or (c).

**T-18 Off-site redeployment; assignment.** Where Recipient-Owned Hardware acquired under paragraph T-15 exceeds the Colocation Parity Entitlement, the Recipient may (a) house the excess at a facility of another Recipient under an instrument made on this Module, a Florida College System or State University System institution, or a district school board, and the Developer cooperates in sanitization, deinstallation and transport at the Recipient's cost; or (b) assign its right of first refusal as to the excess to any of them [or to a member-governed cooperative whose governing instruments bar any distribution of earnings or assets to a member]. No redeployment or assignment enlarges the Developer's obligations.

**T-19 [Reserved.]**

**T-20 Hardware Refresh Reserve; tax.**

(a) To the extent the sources in subsection (b) allow, the Recipient funds a Hardware Refresh Reserve in an annual amount, stated in its spending policy and reviewed annually, sufficient to replace Recipient-Owned Hardware at the end of its economic life, stated separately for accelerated-computing and general-purpose hardware as a percentage of acquisition cost in service.

(b) The reserve is charged to the account that bore the acquisition: for hardware bought from the Restricted Account it is a use of that Account and, for hardware an offtake agreement under paragraph T-14 pays for, it is paid from receipts under that agreement. The Recipient need not fund it from any other source. It is held in a segregated account for no other purpose, and the part held for any hardware passes with it under Section 1.6(d).

(c) Each year the Recipient's governing board or its delegate determines, and states with its basis in the annual statement, whether the reserve and the Restricted Account can be expected to fund replacement over the remaining life of the commons. If not, the Recipient may retire Recipient-Owned Hardware at the end of its economic life under Section 1.6(d) without replacing it, and states in the annual statement the capacity so retired.

(d) Warranty and support, firmware and software licensing, spare parts, and end-of-life decommissioning and sanitization are separate annual costs charged to the account that bears operation, not to the reserve.

(e) Any tax on the Recipient's own activities is its operating cost and not an obligation of the Developer.

**T-21 Services bought from others.**

(a) **Scope.** This paragraph applies to computing capacity, software and online services that users use, or that hold their data (each a "Service"), bought from a person other than the Developer with Restricted Account funds or from the Continuity Escrow, and to any other purchase the Instrument applies it to. A Service bought from the Developer or an affiliate is bought only on terms meeting item (b)(i) and Schedule 2. This paragraph does not apply to the Allocation delivered in kind, including in the cloud form.

(b) **Minimum terms.** A Service is bought only on terms that bind its provider, by agreement or in its published terms, under which: (i) the provider does not sell users' data or use it for advertising, and does not use the content of users' inputs, files or outputs to train or improve any model or service, except as a user individually and expressly chooses; (ii) the provider states how long it keeps user content, and the Recipient tells users that, and whether the Recipient is subject to Chapter 119, Florida Statutes, before their first use; (iii) users or the Recipient can export their own data and content in a documented, machine-readable format, at no added charge, before the Service ends and for not less than [__] days after; (iv) no commitment runs longer than [__] years, and any automatic renewal can be cancelled on not more than [__] days' notice; and (v) the unit price for the Service, or for any product the provider offers in its place, including any feature the provider moves into a separately priced product, does not rise during a commitment, and on each renewal, or on a new commitment for the same Service made within [__] months after the prior one ends, rises, for each unit up to the quantity of the prior term and after every discount that applied in it, by not more than the greater of zero and the change in CPI-U over the prior term [plus [__] percent a year].

(c) **Preference; comparison.** The Recipient prefers a Service whose software users run is released under an open-source license, or whose models are open-weights models, so that users or another provider can run it, where one meets its needs at a cost not more than [__] percent above a closed Service of equal function, and next a Service whose terms do not restrict users from moving their own code, models, data and content to another provider and that exports them in documented, open formats. Where more than one provider offers a Service of the same function on terms meeting subsection (b), the Recipient compares at least [two (2)] of them before each new commitment and each renewal and keeps users' data in formats another provider can use; where only one does, it says so in a statement.

(d) **Findings.** The Recipient buys any other Service, or a Service on the nearest terms available where no provider offers the terms of subsection (b), only on a written finding, reviewed at each renewal, that states the options considered and the terms it could not obtain, with a plan for moving users' data when a preferred Service becomes available, and never on terms that permit the sale of users' data or its use for advertising.

(e) **Delivery; publication.** Before each commitment the Recipient delivers each comparison, statement and finding this paragraph requires, in confidence, except as Chapter 119, Florida Statutes, requires of a Recipient subject to it, to the Custodian, which keeps it for the audit of the account concerned and makes no payment for the Service until it has received it, and after the commitment the Recipient publishes it under Section 1.22(c).

(f) **Small purchases.** Items (ii) to (v) of subsection (b) and subsections (c) to (e) do not apply to a Service that costs not more than [$__] a year, counting together every purchase of the same Service by the Recipient in that year.

**T-22 Spending policy; program floor; corpus.**

(a) The Recipient adopts and keeps a written investment and spending policy for the Restricted Account consistent with s. 518.11, Florida Statutes, as this paragraph and paragraph T-25(d) vary it, under which the Custodian invests the Account, and states the policy and its compliance in its annual statement. Investment earnings stay in the Account for the same uses. Amounts disbursed to a Recipient that is an institution are held and spent as s. 617.2104, Florida Statutes, provides.

(b) **Program floor.** In each year from the first Conversion Payment in which a Recipient is entitled, the Recipient applies to the uses of Section 1.19 not less than the greater of [forty percent (40%)] of Conversion Payments received that year and [Fifty Thousand Dollars ($50,000)], adjusted each year by CPI-U and never below the prior year's level. This is a first charge on the Account and is not deferred to build corpus.

(c) **Corpus.** Until the Account reaches the Corpus Target, receipts remaining after the program floor and expenditure under subsection (e) are added to corpus. The "Corpus Target" is the amount that, at the policy's spending rate, would be expected to fund the full annual cost of the commons then in service; the Recipient recomputes and states it, with its basis, each year.

(d) After the Corpus Target is reached, annual expenditure does not exceed the percentage of the Account's average fair value over the preceding [twelve (12)] calendar quarters that the Recipient's governing board or its delegate finds prudent, stated in the policy, and is never less than the program floor. Each such finding is made in writing, with a finding that the Account can fund its uses over the remaining Term.

(e) Subsection (c) does not limit expenditure the Recipient's governing board or its delegate finds necessary to avoid a failure of the commons then in operation.

### E. Procedures and forms

**T-23 Eligibility disputes.**

(a) **Disputes at entry.** The Developer, the Recipient then serving or, under an Agreement, the Community Party may dispute whether an institution meets Section 1.11, by notice within [__] days after delivery of its acceptance or certificate, or whether an entity meets Section 1.10(b), by notice within the period Section 3.5(a) states. The dispute is decided on documents, within [__] days, by a single neutral with experience in nonprofit tax and governance, chosen by agreement of the disputing party and the entity concerned or, failing agreement within [__] days, by the Appointing Authority. The neutral delivers its decision to the parties to the dispute and the Custodian. The party that does not prevail pays the neutral, except that the Developer pays in place of a public body, and the neutral's decision is final as between the parties to the dispute. The incumbent Recipient continues, or Section 1.9(c) applies, until the dispute is resolved. A decision of the neutral under this paragraph is an award in an arbitration under the Revised Florida Arbitration Code, Chapter 682, Florida Statutes, held in [COUNTY] County, in which the neutral is the arbitrator and the only question is whether the entity meets Section 1.10(b), or the institution meets Section 1.11, within the limits this paragraph states. The neutral discloses in writing to the parties to the dispute, before appointment and until the decision is final, every engagement and prospective engagement by any of them or an affiliate and every other financial or professional relationship with any of them.

(b) **Later claims.** A claim that a Recipient has ceased to meet Section 1.10(b) or Section 1.11 is made by notice from the Developer, a Host Institution that then meets Section 1.11 or, under an Agreement, the Community Party, to the Recipient, the Custodian and the Counterparty, and is decided as subsection (a) provides. The Recipient continues until the claim is resolved, unless it has dissolved.

**T-24 Form of security.** Each letter of credit or bond under Section 1.20 states at least these terms: (a) it is an irrevocable standby letter of credit from an issuer meeting Section 1.20(c), or a surety bond that meets Section 1.20(c) from a surety meeting it; (b) it names the Custodian as beneficiary for the benefit of the Recipient; (c) it may be drawn without litigation, in one or more partial or full draws, on presentation of a demand and a certificate, in the form it attaches, signed by the Custodian and stating a ground for the draw under Section 1.12(e), 1.18(f) or 1.20, and on no other document; (d) presentation may be made [at an office in Florida] [or by the electronic means it states]; (e) it carries the renewal, non-extension and cancellation terms of Section 1.20(d); (f) if the place for presentation is closed on the last day for presentation, that day is extended to the [__] business day after it reopens; (g) a letter of credit is subject to [the International Standby Practices (ISP98)] [the Uniform Customs and Practice for Documentary Credits (UCP 600)] and, to the extent not inconsistent, Chapter 675, Florida Statutes; and (h) it is [transferable to a successor Custodian] [amendable on request to name a successor Custodian].

**T-25 Account agreement.** The account agreement with the Custodian, of which each Recipient is an intended third-party beneficiary from its acceptance: (a) binds the Custodian to perform every duty this Module gives it; (b) establishes the Restricted Account, the Continuity Escrow, the Monitoring Fund and any cash security account as separate accounts; (c) permits disbursement only on the certificates and for the uses this Module states; (d) invests the Restricted Account under paragraph T-22, and every other account only in direct obligations of the United States Treasury, money market funds registered with the Securities and Exchange Commission that hold the highest credit quality rating from a nationally recognized rating agency, or deposits insured by the Federal Deposit Insurance Corporation, and never in securities or obligations of the Developer or an affiliate and, while a public body is the Recipient, holds deposits only in a qualified public depository as defined in s. 280.02, Florida Statutes, or through the Custodian's trust department; (e) waives setoff against any obligation of the Developer, the County, the Counterparty or any Recipient; (f) states that no account is property of the County or of the Developer, except the Developer's rights under Sections 1.14(d) and 1.20(e); and (g) requires a statement of each account, at least every [__] months and in any event each year, to the Recipient, the Developer and the Counterparty, published under Section 1.22.

**T-26 Cost disputes.**

(a) **Scope.** A dispute about whether a budget or statement under Section 1.5(f)(iv) or 1.5(g)(iv) includes a cost that provision does not permit or omits one it permits, about the amount of an installment, credit or other payment under Section 1.5(f) or 1.5(g)(iv), or about whether such an amount is unpaid, and, under an Agreement, a dispute of the same kind about the Administration Payment under Section 5.17 of the Agreement, is decided under this paragraph. Disputes about the same budget are decided in one proceeding. Any of the Developer, the Recipient, the Access Institution concerned, a former Recipient or Access Institution as to its own budget, statement or payment and, under an Agreement, the Community Party may begin it, within [__] days after the budget or statement is published or, for any other dispute, after the later of the date the amount was due and notice of the claim, credit or draw it concerns, by notice to the others, the Custodian and the Counterparty. A budget or statement not disputed in time is final. The parties to the dispute are the person who begins it, the Developer and the person whose budget, statement or payment is concerned. An amount is in dispute under this paragraph from that notice until the decision or, failing one within [__] days after the notice, the end of that period.

(b) **Neutral.** The dispute is decided on documents, within [__] days after the neutral is appointed, by a single neutral who is a certified public accountant with experience applying the cost principles of 2 C.F.R. part 200, subpart E, independent of the parties to the dispute, chosen by agreement of the parties to the dispute or, failing agreement within [__] days after the notice, by the Appointing Authority. The neutral discloses in writing to the parties to the dispute, before appointment and until the decision is final, every engagement and prospective engagement by any of them or an affiliate and every other financial or professional relationship with any of them. The neutral and its firm shall have had no engagement by the Developer or an affiliate, other than under this paragraph, within [__] years before its appointment, and shall accept none until the decision is final. The Developer pays the neutral, whatever the decision, and the decision so provides; that payment is not administration cost and is not credited against any payment under the Instrument. Each party bears its own attorneys' fees in the proceeding, and its own attorneys' fees and other expenses of litigation in any judicial proceeding to confirm, vacate, modify or correct the decision; no party's attorneys' fees are administration cost.

(c) **Decision.** The neutral delivers its decision, with its reasons and the amount under each provision concerned, to the parties to the dispute, the Recipient, the Custodian and the Counterparty, and the Recipient publishes it under Section 1.22(c). An amount the neutral finds paid for a cost the provision concerned does not permit is credited as that provision states. An amount the neutral finds due is payable within [__] business days after the decision, with interest at the rate the provision concerned states from the date it was first due; if it is not then paid, a draw for it may be certified at once under Section 1.20 or, for the Administration Payment, under Article IX of the Agreement. Pending the decision, the Developer pays the installments as budgeted, without the disputed part of any credit, and, apart from the County's remedies Section 2.7(b) and (c)(i) defer, no dispute under this paragraph suspends the payment of any amount when it is due, or any default, reduction under Section 1.5(f)(v) or draw for its nonpayment.

(d) **Arbitration.** A decision of the neutral under this paragraph is an award in an arbitration under the Revised Florida Arbitration Code, Chapter 682, Florida Statutes, held in [COUNTY] County, in which the neutral is the arbitrator and the only question is the amount of cost a budget or statement may include, or the amount due or to be credited, under the provisions subsection (a) names.

## SCHEDULE 2. RESIDENT DATA

**D-1 Baseline.** The Recipient's acceptable-use policy and the Technical Schedule provide at minimum:

(a) collection of personal information limited to what is necessary to provision, secure and account for services;

(b) no sale, rental or commercial sharing, by the Developer or the Recipient, of usage data or personal information arising from the Allocation or from services on Recipient-Owned Hardware, and no Developer access to workloads or data on the Allocation or on Recipient-Owned Hardware except as strictly necessary for security, capacity management or compliance with law;

(c) notice of any breach of security to the Recipient and the Counterparty within [seventy-two (72)] hours after its determination, and to affected residents under s. 501.171, Florida Statutes;

(d) deletion of a person's data on request, subject to legal holds and retention required by law;

(e) verified sanitization or destruction of all data-bearing media in Allocation or Recipient service on refresh, repair, return or end of life, meeting applicable law and the media sanitization standards that apply to the Project; and

(f) administrative, physical and technical safeguards, maintained by the Developer and the Recipient, aligned with a recognized framework such as the NIST Cybersecurity Framework or the CIS Critical Security Controls, including access controls, network segmentation, vulnerability management and security logging. No proprietary security component may be used to satisfy or circumvent Section 1.7, except as paragraph T-10 or T-13(g) permits.

**D-2 Resident activity; non-creation; project data.**

(a) **Interactive services.** The Recipient designs, procures and operates each interactive service through which users reach the Allocation, meaning a service that returns a response to a prompt, query or submitted file within the user's session, including any general-purpose artificial intelligence service under Section 1.7(b), so that the following are not written to persistent storage and are not retained after the processing to which they relate ends: (i) the content of a user's prompts, queries, inputs or submitted files; (ii) the content of outputs returned to a user; (iii) any index, embedding, cache or derived artifact from which (i) or (ii) could be reconstructed; and (iv) any association between (i) or (ii) and an identified or identifiable person. Such material may be held in volatile memory during processing, and in ephemeral storage where a workload cannot otherwise run, if that storage is cleared on completion or within [twenty-four (24)] hours, whichever is earlier, and is excluded from backup, snapshot, replication and archive. This subsection does not apply to data a user chooses to place in storage assigned to a project allocation under subsection (b).

(b) **Project data.** Data that a user, or the institution through which the user reaches the Allocation, places in storage assigned to a project allocation, whether access is provisioned under paragraph D-3(a) or (b), such as code, inputs, checkpoints, results and trained models ("project data"), may persist while that allocation runs. Neither the Recipient nor the Developer accesses, copies, analyzes, discloses or uses project data except as the project's users direct, as strictly necessary for security, operation of the storage or capacity management, or as law requires, and neither uses it to train or evaluate any model. When a project allocation ends, the Recipient notifies the project's users, keeps the project data available to them for retrieval for not less than [__] days, and then, unless a successor allocation for the same project has begun or Section 1.14(c) bars the deletion of a public collection, deletes it, subject to legal holds and retention required by law. Scratch storage may be purged on the schedule the Recipient publishes under paragraph D-3(e).

(c) **Accounting and security records.** The Recipient may retain records of accounts, authentication, security events and resource consumption by project and by user, for the periods its retention schedule under paragraph D-3(e) states, if they contain none of the content described in subsection (a)(i) to (iii) and no project data. Paragraphs D-3(c) and D-5(c) apply to those records.

(d) **Telemetry; statement.** Operational telemetry (resource consumption, error and fault records, capacity and scheduling data, aggregate utilization), other than records under subsection (c), may be retained if aggregated or de-identified at collection so that no user's activity can be reconstructed. The Recipient's annual statement states its conformity with this paragraph or, where it has not conformed, the corrective measure.

**D-3 Provisioning; compliance retention.**

(a) Wherever practicable, end-user access is provisioned by the institution through which the user reaches the Allocation (a district school board, college, library or other public agency or nonprofit, other than one Section 1.3(b) excludes), under its own identity systems and policies, and that institution holds the user records.

(b) Where the Recipient provisions directly, for a resident or small business not reached through an institution, it does so through a project allocation granted for a stated purpose and period, and, apart from project data under paragraph D-2(b), retains only what is needed to administer the allocation and to satisfy paragraph T-7.

(c) The Recipient does not require or accept from an institution user-level identity or activity information beyond what subsection (d) requires.

(d) To show conformity with paragraph T-7, the Recipient retains only the fact of screening, the identity of the person or entity screened, the determination and the date, and only for the period the applicable regime requires or the Developer reasonably instructs in writing, whichever is shorter, but never for less than any period the law requires of the Recipient, including a records retention schedule that binds it. It retains nothing because it may later prove useful, and never the content of user activity. Where uncertain, it obtains the Developer's written statement of what the regime requires. Where the Recipient is subject to Chapter 119, Florida Statutes, the Developer retains the screening records under paragraph T-7(a)(ii), and the Recipient retains, for that screening, only the Developer's determination reference.

(e) The Recipient keeps, reviews annually and publishes a retention schedule stating each category retained, its legal basis, its retention period and its disposition method.

**D-4 Disclosure to users.** Before a person first uses the Allocation, the Recipient gives, in plain language and in a form the user must acknowledge, a statement of: what it retains and for how long, including project data and the retrieval period under paragraph D-2(b); what it does not retain; whether it is subject to Chapter 119, Florida Statutes, and if it is or may be, that retained information may be disclosed to any person on request; what the user's institution retains, where known; and how to obtain the retention schedule. The statement is published and is reviewed annually. It is updated, and the updated statement is sent to each current user, before any change the Recipient makes in what it retains takes effect, and within [thirty (30)] days after any other change in what it retains or in its status under Chapter 119.

**D-5 Verifiable non-retention; federated identity.**

(a) For interactive services under paragraph D-2(a), the Recipient uses only architectures whose retention behavior is publicly specified and independently verifiable, and publishes and keeps current a plain-language description of what each retains, what it does not, and how non-retention is achieved. Conformity may be shown by, among other means, session-scoped environments destroyed on completion, memory-backed working storage, encryption under a key the Recipient does not hold, or hardware-enforced isolation. No technology, vendor, product or standard is prescribed.

(b) The Developer shall not require, as a condition of delivery, that the Recipient retain any material paragraph D-2(a) bars, and shall not configure delivered capacity to retain it. The Developer need not alter capacity it operates for itself or others, adopt any architecture, or bear any cost of the Recipient's procurement.

(c) Where access is provisioned through an institution, the Recipient accepts authentication by federated assertion and does not request, accept or retain a directly identifying attribute where a pseudonymous identifier and an institutional attestation suffice. An attestation may state that the institution authenticated the user, performed the screening it is responsible for, and that the user is in an eligible class. An attestation sufficient for paragraph T-7 is retained in place of the identity of the person attested. No institution is required to attest; without an attestation, paragraph D-3(b) and (d) apply, except that, where Section 1.5(g) applies, each institution through which users reach the Allocation attests for each user it provisions.

**D-6 Technical audit.** The Recipient's governing board or its delegate may direct an independent technical audit of conformity with paragraphs D-2 and D-5, paid from the Monitoring Fund. The Recipient gives the auditor access to system configuration, procurement records and the published specification. The report is published, redacted only as to information that would itself create a security vulnerability.

**D-7 Application; records.** This Schedule applies to the Allocation in every form of delivery, including the cloud form as it binds the Recipient, to any Service bought from the Developer or an affiliate and, as it applies to the Allocation, to each service the Recipient operates for users on Recipient-Owned Hardware. The Developer's compliance as to infrastructure it operates is enforceable by the Recipient and the Counterparty under Section 1.24. Nothing in this Schedule or this Module alters the status under Chapter 119, Florida Statutes, of any record, wherever it is hosted, or represents that material the Recipient retains is confidential or exempt from disclosure, and the Recipient does not represent that user activity is confidential, private or exempt unless a statutory exemption applies.

## SCHEDULE 3. VALUATION

**V-1 Application.** This Schedule governs every valuation of the Allocation under the Instrument, including: the ledger of rent in kind under a Lease (Section 2.8); the security under Section 1.20; payments for periods without a Recipient under Section 1.9(c); payments for prevented delivery under Section 1.15(c); Conversion Payments under Section 1.18; shortfall compensation under Section 1.16; amounts under Section 1.18(e); the value of a Substitute Benefit under Section 1.17(d); and any other amount the Instrument measures by Replacement Cost.

**V-2 Replacement Cost.** The value of the Allocation, or of a component, for any period is its Replacement Cost: the price the Recipient would pay an unaffiliated provider, at prevailing market rates, for committed, reserved capacity equivalent in compute, accelerator class, memory, bandwidth and storage, of the then-current hardware generation consistent with paragraph T-8, with the availability and non-preemption of paragraph T-3, for the same quantum under Section 1.4, under a commitment for the period valued or, where no published rates or arm's-length transactions exist for a commitment of that length, for the nearest length for which they exist, adjusted under paragraph V-3, together with the power, cooling, network and support attributable to it. Replacement Cost is never measured by spot, preemptible or promotional rates, by salvage or book value, by the Developer's internal cost, by any nominal or per-unit buyout price, or by the rates of a provider that offers them only to a defined community, sets them with public or philanthropic support, or cannot supply the quantum valued.

**V-3 Evidence.** The valuer relies on published rates and arm's-length transactions for committed capacity of comparable class, quantity and term, adjusted for differences in generation, availability and term, and states each source and adjustment. A published price index is used only for the market segment, pricing basis and commitment length it measures, and the valuer states that basis.

**V-4 Timing.** A valuation is made before the security under Section 1.20 is first delivered, each year by [date], and within [__] days after any Conversion Event, the start of a payment period under Section 1.9(c) or 1.15(c), or notice of an uncured shortfall under Section 1.16.

**V-5 Valuer panel.** Before first delivery, the Developer and the Recipient agree in writing a pre-qualified panel of not fewer than [three (3)] independent firms with demonstrated experience pricing enterprise compute capacity, none engaged by the Developer, its affiliates or the Recipient within the prior [__] years other than as valuer under this Schedule. They review the panel every [__] years and replace any firm that ceases to qualify. If they do not agree a panel within [__] days, or if no Recipient has accepted when a valuation is due, the Appointing Authority names the firms.

**V-6 Selection and cost.** For each valuation, the Developer and the Recipient jointly select the valuer from the panel. If they do not agree within [__] days, or there is no Recipient, [the panel firms serve in rotation in the order listed]. The Developer pays the valuer at customary rates.

**V-7 Data access.** The Developer furnishes the valuer and the Recipient, under reasonable confidentiality terms, the installed-capacity, configuration and utilization data reasonably necessary to apply this Schedule, and keeps books and records sufficient for that purpose, subject to independent audit at the Recipient's request [paid through the Monitoring Fund under Section 1.21]. The valuer may receive trade secrets in confidence, and they are not published. Where the Recipient is subject to Chapter 119, Florida Statutes, the Developer may designate trade secrets as s. 119.0715, Florida Statutes, provides, and data the valuer needs but the Recipient does not is furnished to the valuer only.

**V-8 Report.** The valuer delivers a written valuation to the Developer, the Recipient (or, while there is none, the Custodian) and the Counterparty stating the value, the method, the sources and adjustments under paragraph V-3, [any Conversion Floor computation,] and, for a shortfall, the value of a conforming Allocation, the value of the Allocation delivered, and the difference.

**V-9 Objection; final-offer selection.**

(a) The Developer or the Recipient may object within [thirty (30)] days after delivery. Each then submits its final figure, with workpapers, to a second valuer jointly selected from the panel (or, failing agreement, chosen under paragraph V-6), who selects the figure closer to the Replacement Cost the second valuer finds on the valuation, the submissions and this Schedule, and no other figure, and delivers, within [__] days after the last submission, a written decision stating its reasons. The selection is final and binding as to amount. The objecting party bears the second valuer's cost unless its figure is selected.

(b) [Reserved.]

(c) While there is no Recipient, the Custodian may object and submit a figure under subsection (a) in the Recipient's place, its reasonable costs of doing so being paid [through the Monitoring Fund under Section 1.21] [by the Developer, including any second-valuation cost subsection (a) places on the Custodian].

**V-10 Interim payment.** Pending an objection, the Developer pays the undisputed amount, which is not less than the greater of [the Conversion Floor, where Section 1.18(a) applies it, and] the most recent final valuation, trued up with interest under Section 1.18(d) within [thirty (30)] days after resolution.

**V-11 Other disputes; publication.** Any dispute under this Schedule other than amount, including panel formation, data access, scope, or a claim that a selection resulted from fraud, partiality or failure to follow this Schedule, is resolved under Section 1.25. Valuation amounts, any Conversion Floor computation and the methodology are published under Section 1.22; configuration-level workpapers and unit-pricing inputs may be redacted. [Valuation publications issue [__] months after the valuation is final.]


---

## AUTHOR

*Prepared by Timothy Smith · Citizen-prepared working draft · Not legal advice.*

*Citizen-prepared. Not legal advice. The author is not licensed to practice law and is not affiliated with, and does not write on behalf of, any university, law school, clinic, law firm, or governmental body. No attorney-client relationship is created by this document or by any use of it. Any jurisdiction considering adoption should obtain review by licensed counsel admitted in that jurisdiction.*