EXHIBIT 10.25
ADVANCED RECOVERY (AR) SCHEDULE DATED FEBRUARY 15, 2000
TO THE MASTER AGREEMENT DATED OCTOBER 15, 1997
BETWEEN COMDISCO, INC. ("COMDISCO") AND
NYFIX Millennium, LLC (NYFIX, Inc.) ("CUSTOMER")
1. CUSTOMER FACILITY: 2. COMDISCO RECOVERY FACILITY:
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NYFIX Millennium, LLC (NYFIX, Inc.) Advanced Recovery Facility - Carlstadt, NJ
000 Xxxx Xxxxxx Advanced Recovery Facility - North Bergen, NJ
Xxx Xxxx, XX 00000
3. COMDISCO BACKUP CAPABILITY: ADVANCED RECOVERY SERVICES
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A. FACILITY MANAGEMENT SERVICES
FACILITY - CARLSTADT, NJ
Conditioned raised floor, fully secured and environmentally protected, up to
a maximum of 250 square feet in the AR Services data center area in
Carlstadt, NJ, as required to accommodate the physical specifications of the
configuration as specified in Exhibit 1. The actual space occupied may be
less than the maximum stated above.
FACILITY - NORTH BERGEN, NJ
Conditioned raised floor, fully secured and environmentally protected, up to
a maximum of 250 square feet in the AR Services data center area in North
Bergen, NJ, as required to accommodate the physical specifications of the
configuration as specified in Exhibit 1. The actual space occupied may be
less than the maximum stated above.
SUPPORT
Support will be provided on a 24 hour, 7 day per week basis using shared
operations support in Carlstadt, NJ for tape mounting for backup support as
per the procedures scripted, implemented, and documented by Customer. Support
not specifically delineated in this schedule is not included.
INFRASTRUCTURE
See Exhibit 1
Comdisco may be required to make infrastructure changes to accommodate
customer-owned equipment. The equipment in Exhibit 1 will be acquired by
Comdisco Inc. for purposes of this Schedule and will be installed by
Comdisco, Inc. within 90-150 days from receipt of Customer equipment list and
is dependent upon equipment delivery by Customer. All fees for installation
and infrastructure including power will be billed to customer as a pass
through expense.
4. INITIAL TERM:
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Beginning February 15, 2000 and continuing for 60 months.
5. TEST TIME:
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Not Applicable
6. CUSTOMER RESPONSIBILITIES:
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OPERATIONS SUPPORT
Customer will provide operator support for all processing above and beyond
that stated herein.
Whenever Comdisco, Inc.'s performance of the Services are dependent upon
Customer furnishing Comdisco, Inc. with appropriate data, documents,
information, or materials, Customer will furnish all such data, documents,
information, or materials in a timely fashion, and will process such data,
documents, information, or materials when necessary.
Customer is responsible for configuration, performance, and data integrity.
Advanced Recovery Schedule dated February 15, 2000
NYFIX Millenium, LLC. NYFIX, Inc.
Page 2 of 2
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SOFTWARE
Customer shall comply with the use of software on the dedicated equipment as
per the terms of the software license agreements with the software vendors.
Customer shall indemnify, defend and hold Comdisco harmless against any claim
by Customer's software licensors that Customer's use of software on the
dedicated equipment constitutes an infringement of licensor's copyright of
the software. Customer will be solely responsible for assuring Y2K compliance
on all Customer provided software, hardware and firmware.
If Customer furnishes software to Comdisco, Inc. for use by Comdisco, Inc. in
providing the AR Services, Comdisco, Inc. may review and test the software in
advance of its use to determine the software's compatibility with Comdisco,
Inc.'s equipment, software and firmware, as well as the software's
consistency with Comdisco, Inc.'s data processing techniques. If the software
is incompatible with or adversely impacts the provision of the AR Services,
Comdisco, Inc. will not be obligated to use the software.
EQUIPMENT
Comdisco will provide equipment listed on Exhibit 1 for the locations listed.
The equipment and telecommunications currently installed in the Comdisco
Carlstadt facility and associated with contract #52RS4838-00 will remain in
place. Customer is to provide Comdisco with an equipment list within 45 days
of signing this schedule, The equipment list will include any equipment
retained from the current schedule, indicated above, any new equipment to be
added by Customer and any telecommunications equipment or circuits being
provided. The equipment list must indicate which equipment will be provided
with dual power or single power feeds, any equipment not so indicated will be
assumed to be single fed equipment. Planning and installation of
infrastructure and electrical capabilities cannot be implemented by Comdisco
until such time as the equipment list is made available.
Customer may add or substitute equipment in the Equipment Configuration
during the term of this Schedule with thirty (30) days written notice
provided this would not require additional space. Any costs associated with
these changes, (e.g., power, environmentals, installation, etc.), will be the
responsibility of the Customer.
Should this configuration require additional space beyond that contracted for
in this agreement, it will be subject to availability at a rate of $120 per
square foot.
Customer agrees to pay all in-transit insurance, transportation,
installation, de-installation and maintenance costs associated with the
Customer-Provided Equipment. See Exhibit 1.
Customer assumes the risk of loss for the Customer-Provided Equipment.
Comdisco is not responsible for, and Customer releases Comdisco from any
liability relating to, any physical loss of, or damage to, the
Customer-Provided Equipment or Customer data on the Customer-Provided
Equipment, except any loss caused by Comdisco's negligence.
EQUIPMENT CONFIGURATION
See Exhibit 1
7. BACKUP CAPABILITY SPECIAL OPTIONS:
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Not Applicable
8. TELECOMMUNICATION SERVICES:
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See Exhibit 1.
9. MAINTENANCE:
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Advanced Recovery Schedule dated February 15, 2000
NYFIX Millenium, LLC. NYFIX, Inc.
Page 3 of 3
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Comdisco reserves the right to schedule maintenance for up to two (2) 24-hour
periods annually. The maintenance periods will occur on Sunday and are
scheduled on an annual basis. These time periods are used, WHEN REQUIRED, for
major facility upgrades, hardware movement, major system software
upgrades/testing as well as UPS testing and maintenance of the facility power
infrastructure. Customer will be notified in writing thirty (30) days in
advance when these periods are scheduled. Following the relocation to the new
Carlstadt facility, Comdisco will supply power to dual fed equipment in a
manner that will allow for continuous planned operation. The equipment must
be dual fed and be placed as requested by Comdisco. The power infrastructure
enhancement prevents the equipment from being powered down during Comdisco's
planned maintenance windows. Comdisco will supply power to single fed
equipment in a manner that will allow for continuous planned operation with
the exception of maintenance to the PDU supplying the single fed equipment.
The power infrastructure enhancement prevents the equipment from being
powered down during Comdisco's planned maintenance windows except when
maintenance to the attached PDU is being performed. Comdisco will strive to
place duplicate equipment on multiple PDUs. Maintenance windows will not be
scheduled at both Comdisco's Carlstadt and North Bergen facilities
concurrently.
Unforeseen downtime and unscheduled remedial maintenance may interrupt
Customer's access to the Advanced Recovery Services. As a result, Customer's
access to the Advanced Recovery Services may not be continuous and
uninterrupted. Comdisco agrees to minimize the duration and impact of any
such occurrence on the availability of the Advanced Recovery Services to the
maximum extent possible
10. FEES:
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ONE-TIME CISCO EQUIPMENT FEE..............$ 500,595 (THIS FEE INCLUDES SALES TAX)
PAYABLE WITHIN 14 CALENDAR DAYS FROM CONTRACT SIGNATURE BY CUSTOMER
A. MONTHLY SERVICE FEE......................................................$ 67,791
MONTHLY FEE FOR COMMUNICATIONS FROM SUPERSEDED SCHEDULE...................$ 3,152
MONTHLY TOTAL.................................................................$ 1
(FEBRUARY 15, 2000 THROUGH APRIL 14, 2000, 2 MONTHS)
MONTHLY TOTAL............................................................$ 30,000
(APRIL 15, 2000 THROUGH MAY 14, 2000, 1 MONTHS)
MONTHLY TOTAL............................................................$ 70,943
(MAY 15, 2000 THROUGH FEBRUARY 14, 2005, 57 MONTHS)
B. DISASTER NOTIFICATION FEE.....................................................N/A
Advanced Recovery Schedule dated February 15, 2000
NYFIX Millenium, LLC. NYFIX, Inc.
Page 4 of 4
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SPECIAL TERMS:
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A. This Schedule supersedes the Schedule and all Riders to the Schedule
dated October 15, 1997 between Comdisco and Customer (the "Previous
Schedule") (Contract #52RS4838-00). This Schedule begins and the
Previous Schedule terminates on February 15, 2000. The upgraded
Backup Capability may not be available for previously scheduled Test
Time.
This Schedule is confidential information of Comdisco for Customer's internal
use only and is issued pursuant to the Master Agreement identified above and is
a separate Agreement. All of the terms, conditions, representations and
warranties of the Master Agreement are incorporated herein and made a part
hereof.
ACCEPTED:
NYFIX Millennium, LLC (NYFIX, INC.) COMDISCO, INC.
By:/s/ Xxxxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Title: Xxxxxxx X. Xxxxxxxx, Title: President, Continuity Services
CFO, Secretary NYFIX Millennium
Date: February 16, 2000 Date: 3-17-00
Advanced Recovery Schedule dated February 15, 2000
NYFIX Millenium, LLC. NYFIX, Inc.
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CONFIGURATION DETAILS
EXHIBIT 1
CISCO HARDWARE (COMDISCO PROVIDED EQUIPMENT)
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QTY. PRODUCT NUMBER PRODUCT DESCRIPTION
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4 CISC07507/4X2 CISCO 7507 7-SLOT, 2 CYBUS, 2 RSP4, DUAL POWER SUPPLY
WITH:
(2) 7507s will be located in North Bergen and (2)
7507s will be located in Carlstadt, both with the
associated hardware listed below in each facility:
1 S75C-12.0.5T Cisco RSPx Series IOS IP
2 MEM-RSP4-256M RSP4 256MB DRAM Option
2 MEM-RSP4-FLC20M RSP4 Flash Card: 20 MB Option
2 VIP2-40 Versatile Interface Processor-2, model 40
2 MEM-VIP240-64M 64 MB DRAM Option for VIP2-40
1 PA-2T3+ 2 Port T3 Serial Port Adapter Enhanced
1 PA-2FEISL-TX 2 port Fast Ethernet/ISL 100BaseTx Port Adapter
1 PA-4T+ 4 Port Serial Port Adapter, Enhanced
1 CON-SNT-7507 SMARTnet 8x5xNBD for CISCO7507
CISCO7206VXR CISCO 7206VXR, 6-SLOT CHASSIS, 1 AC SUPPLY W/IP
SOFTWARE WITH:
(2) 7206s will be located in North Bergen and (2)
7206s will be located in Carlstadt, both with the
associated hardware listed below in each facility:
PWR-7200/2 Cisco 7200 Dual AC Power Supply Option, 280W
C7200-I/O Cisco 7200 Input/Output Controller
MEM-1/O-FLC20M Cisco 7200 I/O PCMCIA Flash Memory, 20 MB Option
NPE-300 Cisco 7200VXR Network Processing Engine 300
MEM-SD-NPE-256MB 256MB Memory for NPE-300 in 7200 Series
PA-2FEISL-TX 2 port Fast Xxxxxxxx/XXX 000XxxxXx Port Adapter
PA-2T3+ 2 Port T3 Serial Port Adapter Enhanced
PA-4T+ 4 Port Serial Port Adapter, Enhanced
CON-SNT-7206 SMARTnet 8x5xNBD for Cisco 7206 Modular Router
Catalyst 5500 Switches to support Dark Fiber Communications between the two
facilities
