*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.* *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 Options. Optional Provisions of the Civic Compute Allocation ## FROM PART 2. GROUND LEASE **Section 2.5 [Optional] County computing share.** [The Tenant grants the County, as landlord, a share of computing capacity on these terms. No Board elects this Section for Premises that are airport property subject to 49 U.S.C. 47107(b) or 47133. (a) **Amount.** As additional rent, from the first delivery date and for the Term, the Tenant shall make available to the County computing capacity, in megawatts, of S x C, where S is the ratio [__] stated in the Board's published minimum lease terms and C is Installed IT Capacity (the "County Share"). The County Share is separate from and in addition to the Allocation and does not reduce the Allocation or any right of the Recipient. (b) **Delivery.** The last sentence of Section 1.4(a), Sections 1.4(d) and (e) and 1.7, and paragraphs T-2 to T-4 and T-6 to T-10, other than paragraphs T-7(c) and T-8(c), apply to the County Share as they apply to the Allocation, reading "County" for "Recipient" and the County schedule under this subsection for the Technical Schedule. No Conversion Event, Conversion Payment or Substitute Benefit applies to the County Share. The County Share is delivered as dedicated virtual machines or bare-metal servers with full administrative access, so that the County may install and run any open-source software and any open-weights model. That access is subject only to the security and isolation terms of a County schedule the Tenant and the County agree on the matters paragraph T-1 lists. Failure to agree does not defer delivery; meanwhile the Tenant applies the security and isolation terms it applies to the Allocation. Section 1.7 governs the layers the Tenant operates. The County chooses its own software, but any general-purpose artificial intelligence service the County offers to the public through the County Share uses open-weights models. The County Share is a service, and the County holds no lease or license of space or equipment at the Premises because of it. (c) **Uses.** The County uses the County Share for its own governmental purposes and may share it by interlocal agreement with other political subdivisions, other than any that acts on the Approvals. It does not sell or provide the County Share to any private person, except as s. 350.81, Florida Statutes, permits. Its use is subject to the County's cybersecurity standards under s. 282.3185, Florida Statutes. The County does not use the County Share, or permit its use, for 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, and the County permits no law enforcement agency to use it except for emergency services. "Emergency services" in this Section 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. (d) **Separate from the commons.** The County Share is partitioned and network-isolated from the Allocation and from commercial workloads. The Recipient has no right to it. Because of it, the County acquires no right in the Allocation, the Recipient, Recipient-Owned Hardware or any account under this Module, and no role Section 1.3(a) excludes. Section 1.3(b) does not apply to the County Share. The Tenant has no access to County workloads or data except as strictly necessary for security, capacity management or compliance with law. The Tenant keeps and makes available the County's public records it holds in operating the County Share as s. 119.0701(2)(b), Florida Statutes, would require of a contractor acting on behalf of the County. Reports and telemetry concerning the County Share are delivered only to the County, and Section 1.22 does not apply to them. On expiration or termination of the Lease, the Tenant gives the County [__] days to export its workloads and data, and then removes them under the media sanitization standards of the Operating Standards. [Set in at least 14-point boldfaced type, as s. 119.0701(2)(a), Florida Statutes, requires:] **IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT [telephone number, e-mail address, and mailing address].** (e) **Shortfall; remedy.** The Tenant cures any shortfall in the County Share, including an interruption, by delivering equivalent capacity within [__] days after notice from the County. It may deliver that capacity at the Premises or, at its own cost, on a public cloud of equal class and quantum. If the Tenant does not cure, it pays the County the value of the undelivered County Share under Schedule 3. That payment is the only money measure for undelivered County Share and does not limit specific performance or injunctive relief. The County holds it in a separate account restricted to acquiring equivalent computing capacity, and not in its general fund, applies it only to that purpose, and states its receipt and application in the record under subsection (h). No amount recovered for the County Share is paid into the Restricted Account, and no draw on the security under Section 1.20 is made for a default under this Section. (f) **Rent.** The County Share is not credited against Base Rent and is not counted in total rent under Section 2.4(c). Its value under subsection (g) is entered in the ledger under Section 2.8. Its value is stated in the award record in Exhibit "B." Together with the Allocation, it is the Tenant's maximum in-kind computing obligation under the Lease, in place of Section 1.4(f). (g) **Valuation.** Schedule 3 values the County Share as it values a component of the Allocation, except that the County, and not the Recipient, joins the Tenant under paragraphs V-6 and V-9, notwithstanding Section 1.3(a). (h) **Acceptance; record.** The County Share is first made available when the County's [designated officer] confirms in writing that its delivery meets subsection (b). The officer gives that confirmation when delivery meets subsection (b), stating in writing any respect in which it does not; the confirmation is a ministerial act of the County as landlord. Each year the County records the value of the County Share determined under subsection (g).] --- ## FROM PART 3. COMMUNITY BENEFITS AGREEMENT **Section 3.6 [Optional] Instruction Share.** [The Parties may choose this Section. It applies to a share of the Allocation delivered in kind and, as subsection (h) provides, to a share paid as the Community Payment. (a) **Amount.** From first delivery, for the share of the Allocation delivered in kind, the Developer shall pay the Instruction Institution each year, in addition to and not out of the Allocation, any Community Payment, any Readiness Payment or the Administration Payment, an Instruction Share equal to [[$__] a year for the whole Allocation, scaled to the share delivered in kind, adjusted each year by CPI-U and never below the prior year's amount] [OR: [$__] for each megawatt of that share, adjusted each year by CPI-U and never below the prior year's rate]. It is paid in equal quarterly installments in advance, with interest on late amounts at the rate Section 1.18(d) states. No Instruction Share accrues for any period in which no Instruction Institution serves. "Year" in this Section means the Instruction Institution's fiscal year. (b) **Instruction Institution.** The "Instruction Institution" is a public postsecondary educational institution in Florida, accredited by an accrediting agency recognized by the United States Secretary of Education, such as a state university, a Florida College System institution or a technical college operated by a district school board, that has accepted this Section in writing by notice to the Developer, the Community Party and the Custodian, and that is the Host Institution or, for a share paid as the Community Payment, the institution subsection (h) names. No other person is the Instruction Institution. No Instruction Share, and no disbursement from the instruction account under subsection (g), is paid to a Qualified Operator, the Community Party, any director, officer or employee of any of them, or any entity any of them controls. (c) **Uses.** The Instruction Institution applies the Instruction Share only to its documented costs of instruction in which students use the Allocation or, for a share paid as the Community Payment, the computing subsection (h) describes: instructors and instructional staff; curriculum and course development; instructional materials and software; seeking and keeping the accreditation of its programs and their approval for public student aid; and indirect costs on those costs at its federally negotiated indirect cost rate for instruction then in effect, including a provisional rate, applied to the base and in the manner that rate agreement provides, or any lower rate it elects, or, 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. The Instruction Share does not pay any payment to or for a person as a student, trainee or displaced worker, including any tuition, fee or examination payment, waiver, voucher or reimbursement, stipend, wage or transition payment; equipment or other capital expenditures; any cost of administering the Allocation; or any cost the Administration Payment or a Readiness Payment pays. (d) **Conditions.** The Instruction Institution alone decides the curriculum, instructors, schedule, number of seats and admission of students, under its own policies, and neither the Developer nor the Community Party approves, reviews or directs any of them. The Developer buys, reserves and names no seat, course or program, neither designs nor delivers any course or program that the Instruction Share, or a disbursement under Section 6.2(b)(iv) of the Agreement, pays for, and receives no naming, marketing or other benefit from the Instruction Share beyond its publication, and no part of the Instruction Share is paid to the Developer, an affiliate or any of their employees. Enrollment is open to residents of [COUNTY] County on the institution's ordinary terms, and no seat is reserved for, and no preference is given to, an employee, applicant or contractor of the Developer or an affiliate. Each course or program leads to academic credit, a certificate or an industry-recognized credential usable with any employer, and none is designed for or limited to positions with the Developer, an affiliate, or their contractors or customers. No student is promised employment, or required to apply for or accept employment, with any person, and no instruction includes work on the Project Site, paid or unpaid, or unpaid work for the Developer, an affiliate or any of their contractors. Training for the Developer's own positions, and the commitments of Sections 7.2 to 7.4 of the Agreement, are not instruction under this Section and are not paid from the Instruction Share. (e) **Budget; true-up; audit.** Before each year the Instruction Institution publishes its budget for the uses of subsection (c), and after it a statement of actual costs and its report under Section 7.5 of the Agreement. Any amount not spent in a year, other than a reserve of not more than [__] months of budgeted cost, is credited against the next year's Instruction Share. The Developer may, at its own cost and not more than once a year, have an independent accountant examine the statement of actual costs, but not the content of any instruction or any student's record; any amount paid for a use subsection (c) does not permit is credited against the next installment, and a dispute is decided under Article XI of the Agreement on this subsection alone. (f) **Accounting; bars.** The Instruction Share is never paid into or from the Community Benefit Account, the Community Fund, the Readiness Account or the Restricted Account. It is not a Permitted Purpose under Section 5.10 of the Agreement. Section 2.4(c) of the Agreement applies to every payment under this Section. (g) **Continuity and change.** The Instruction Share continues at the amount payable for the last full quarter before the event during an interruption under Section 1.15(a), during force majeure for not more than [__] months, and for [__] months after a Conversion Event, and then ends for a converted share. An institution that ceases to be the Instruction Institution may apply its unspent balance and reserve, for not more than [__] days, to its documented costs of completing instruction already begun, and pays the rest to the Custodian. An Instruction Share due for a period in which an institution was the Instruction Institution remains due to that institution after it ceases to be the Instruction Institution (a "former Instruction Institution"), which applies any amount it later receives only to its documented costs under subsection (c) for that period and to the costs of completing instruction already begun that the preceding sentence permits, and pays the rest to the Custodian. The Custodian holds every amount paid to it under this subsection, and every draw under Section 9.1 of the Agreement for an unpaid Instruction Share, in a separate instruction account, and disburses it, on the certificate of the Instruction Institution then serving, only for the uses of subsection (c), except that an amount drawn for an Instruction Share due to a former Instruction Institution is disbursed to it, on its certificate, for the uses this subsection permits it. At the end of the Term, the Instruction Institution may apply any balance it holds to completing instruction already begun, and any balance of the instruction account is paid to the last Instruction Institution that was not replaced under Section 3.3 and still meets Section 1.11(b), for completing instruction already begun under this Section and then for the uses of subsection (c) in instruction that uses the successor host named in the transition plan and meets subsection (d). If there is no such institution, the Custodian gives notice of the balance to each institution named in Exhibit C and publishes it, and the balance is paid, for the same uses, to the first institution named in Exhibit C, in order, that is a public postsecondary educational institution accredited as subsection (b) requires, was not replaced under Section 3.3, meets Section 1.11(b) and accepts in writing, with the certificate Section 1.11(c) requires, within [__] days after the notice, or, failing any, to the first other such institution in Florida whose acceptance, with that certificate, the Custodian receives after that period. Each acceptance under this subsection states that the accepting institution agrees to arbitrate under paragraph T-23 any dispute that paragraph assigns to the neutral. No amount under this Section reverts to the Developer. (h) **Share paid as the Community Payment.** For a share paid as the Community Payment: (i) subsection (a) applies to that share as it applies to a share delivered in kind, with the whole commitment under Section 5.1 of the Agreement in place of the whole Allocation, and "first delivery" means the First Delivery Date; (ii) the Instruction Institution is the first institution named in Exhibit C, if it is a public postsecondary educational institution in Florida accredited as subsection (b) requires and accepts this Section as that subsection provides by the First Delivery Date, and otherwise the first such institution named in Exhibit C to accept while none serves, whether or not it is the Recipient; (iii) an institution ceases to be the Instruction Institution for that share when it gives notice withdrawing its acceptance, when it ceases to meet subsection (b) or Section 1.11(b) and does not cure within the period Section 1.11(c) states, or when that share ceases to be paid as the Community Payment; (iv) the computing is computing capacity or computing hardware bought with a grant from the Community Benefit Account or the Community Fund under the Agreement; (v) the first sentence of subsection (g) does not apply, and at the end of the Term that computing takes the place, in subsection (g), of the successor host named in the transition plan; and (vi) where one institution is the Instruction Institution for a share delivered in kind and another for a share paid as the Community Payment, each is the Instruction Institution only for its own share, each reference in this Section and in the Agreement to the Instruction Institution is read for the share concerned, and the Custodian keeps a separate balance in the instruction account for each share.] --- ## FROM SCHEDULE 1. TECHNICAL SCHEDULE **T-12 [Optional] Procurement through the Developer.** [The Developer buys open hardware for the Recipient on these terms. (a) At the Recipient's written request, the Developer acquires for the Recipient hardware that conforms to an open hardware specification, of the class, specification and quantity the request states, through the Developer's own supply arrangements, in one of two forms: (i) the Developer arranges for its supplier to sell the hardware directly to the Recipient at the prices and on the terms that apply to the Developer; or (ii) where the supplier will not, the Developer buys the hardware and transfers title to the Recipient on delivery. (b) In the form of subsection (a)(ii), the Recipient pays the Developer's acquisition cost plus the handling fee of paragraph T-11, certified as that paragraph provides, and never more than it permits. A request under this paragraph identifies the order as one paragraph T-11 governs. (c) The Recipient makes a request only where paragraph T-14 is met for the hardware. The Developer may require that payment, or a deposit of not more than the expected price, be placed with the Custodian before it orders. The Custodian pays the Developer the price when title passes under this paragraph and refunds the rest, or all of it if the Developer does not order, to the payer within [__] days. The Developer states the export classification of the hardware, where determined, and the Recipient takes the hardware subject to the export control laws that apply to it. In the form of subsection (a)(ii), the Developer assigns or passes through to the Recipient every manufacturer warranty and support right its supply arrangements permit, gives no warranty of its own except good title free of any lien or security interest, delivers any lender release that title requires, and title and risk of loss pass to the Recipient on delivery at the place the request states. (d) The Developer may decline a request, in whole or in part, only where it does not then buy hardware of that class and specification, where its supply arrangements permit neither form under subsection (a) or bar the disclosure subsection (b) requires, where filling the request would reduce what its supplier allocates to it, or where the transfer would cause it to lose or repay a tax exemption; it states which in writing within [__] days after the request. (e) Restricted Account funds may pay for hardware acquired under this paragraph, subject to paragraphs T-9, T-14 and Section 1.19.] **T-15 [Optional] Retired equipment.** [Where the Instrument grants it, the Developer grants the Recipient a right of first refusal on retired Covered Equipment on these terms. (a) On each refresh cycle or decommissioning event, the Developer gives the Recipient notice reasonably identifying the classes and quantities of serviceable Covered Equipment being displaced and stating for each class: (i) the disposition pathway elected or expected; (ii) whether the equipment is Developer-owned or subject to the interest of an equipment financier, lessor, mortgage lender or Leasehold Mortgagee, and whether the Developer holds an option to acquire it; and (iii) its export classification, where determined. (b) The Recipient may elect, within [thirty (30)] days after notice, to acquire any of it at its fair salvage value, or at any lower price, including donation, the Developer elects. (c) Where the Developer elects a donation or qualified-refurbisher pathway, the Recipient is offered the equipment first on the same terms and has priority over another refurbisher on identical terms; the election satisfies this right as to equipment the Recipient declines or does not elect in time. This priority is the Developer's private grant. (d) The Recipient may decline equipment it cannot lawfully or practicably administer, house, secure or dispose of, without prejudice to later cycles. It may take only equipment it can house within the Colocation Parity Entitlement or redeploy or assign under paragraph T-18, and that meets paragraph T-14, except that, under an Agreement while the Election is a payment Election, the institution that holds this right under Section 8.1 of the Agreement may take equipment for use in its own facilities free of those conditions, and equipment it so takes is not Recipient-Owned Hardware. Equipment no longer receiving the manufacturer's security updates may be taken only for isolated, non-sensitive uses or declined. (e) Where the Developer holds an option to acquire financed or leased equipment, it notifies the Recipient at least [ninety (90)] days before the option lapses, and this right applies on the Developer's acquisition. The Developer need not exercise any option or alter any financing. (f) Transfers are as-is, without warranty, after sanitization under paragraph D-1(e). The Developer certifies in writing the sanitization of each data-bearing medium it transfers, and the Recipient assumes all other risk on transfer. (g) This right compels no donation or below-salvage price or holding beyond the notice period. (h) Restricted Account funds may pay the price, transport and installation, subject to paragraph T-14 and Section 1.19. (i) Before first exercising this right, the Recipient adopts and publishes a written acceptance policy stating the equipment classes it accepts, the most units it takes in one cycle, its testing and grading procedure and the disposition pathway, and has in place a written agreement with a recycler holding current R2v3 or e-Stewards certification, or a recognized successor, for equipment it does not deploy. It accepts no equipment on terms that transfer to it liability for sanitizing media the Developer has not certified as sanitized.] --- ## 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.*