Exhibit 10.27
MULTI SITE
COLOCATION COMMITMENT
AGREEMENT
This Agreement ("Agreement') is made and entered into this 17th day of
February, 2000 by and between RateXchange, a Delaware corporation ("CUSTOMER")
and XXXX.XXX, a California corporation ("COLO").
COLO builds, operates and maintains Neutral Central Offices ("NCOs")
and provides space in the NCOs as outsourced facilities for the deployment of
Customer's networks. COLO also provides a variety of services to meet its
customers' needs.
CUSTOMER desires to license space and receive services from COLO in the
NCOs, as and when space becomes available in specified locations.
CUSTOMER and COLO therefore agree as follows:
1. CUSTOMER irrevocably agrees to a THREE MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS ($3,500,000.00) revenue commitment to COLO for Space at the
Premises (Space and Premises having the meaning as defined in XXXX.XXX Terms and
Conditions for Delivery of Service, attached hereto as Exhibit "B") and to pay
license fees for the Space(s) for the time periods specified on Exhibit "A"
attached hereto and incorporated herein for all purposes, as and when said Space
becomes available. If COLO is unable to have the Space ready within thirty (30)
days of the desired delivery date at any of the specified Premises, Customer, at
its sole discretion may elect to terminate its obligation for said Space at said
Premises and be relieved of any term and financial commitment for same. Customer
agrees to begin payment of entire revenue commitment no later than December 31,
2000.
2. COLO will give CUSTOMER 100 days advance written notice of the activation
date for the Space(s) of each location, and provide written confirmation of the
activation date every two weeks thereafter. By making this commitment CUSTOMER
agrees that it will pay the activation fee and the minimum monthly amounts for
the term shown on Exhibit "A".
3. CUSTOMER's use of the space and this Agreement will be governed by XXXX.XXX
Terms and Conditions for Delivery of Service a copy of which is attached as
Exhibit "B".
4. COLO plans to build, operate and maintain NCOs at the locations shown on
Exhibit "A" and will license to CUSTOMER the minimum amounts of space shown on
Exhibit "A" as and when the Space(s) becomes available.
5. This Agreement will be governed and interpreted in accordance with the laws
of the State of California. In the event legal action is brought to enforce this
Agreement the prevailing party shall be entitled to recover reasonable attorneys
fees and costs incurred in the action.
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RateXchange Multi Site Colocation Commitment Agreement Page 1 of 1
Upon execution of this Agreement by the duly authorized
individuals of CUSTOMER and COLO the revenue commitment described herein becomes
effective as of the date stated above.
COLO:
XXXX.XXX,
a California corporation
By: /s/ Xxxx X. Xxxx, III
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Printed Name: Xxxx X. Xxxx, III
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Title: VP, Sales
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CUSTOMER:
RateXchange, Inc.
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx, Xx.
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Printed Name: Xxxx X. Xxxxxxx, Xx.
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Title: EVP/COO
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RateXchange Multi Site Colocation Commitment Agreement Page 2 of 2
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XXXX.XXX Terms and Conditions for Delivery of Service
These terms and conditions are applicable to the XXXX.XXX ("COLO") Service
Service Order Form ("Service Order Form") and are incorporated in each Service
Order Form.
LICENSE: COLO hereby grants and Customer hereby accepts, a nonexclusive limited
license ("License") to colocate computer and communication equipment
("Equipment") in a portion of the controlled space ("Space") located at the
premise(s) ("Premise" or "Premises"), subject to Customer's completion of a site
survey, listed on the Service Order Form, on an "as is" basis at Customer's own
risk. COLO reserves the right to relocate, change or otherwise substitute the
exact location of the Space, at any time during the Term of the License, with 60
days written notice, provided that the substitute space is substantially similar
to the original Space allotted and within the same geographic location and the
relocation is at COLO's cost. In no event may COLO relocate a Licensed Space
more than once during the Term of its License nor within the last six (6) months
of such Term.
Customer hereby acknowledges and agrees that it has not been granted any real
property interest in the Space or any of the Premises and that Customer has no
rights as a tenant under any real property or landlord / tenant laws,
regulations or ordinances. Customer may not allow anyone else to use the space
for any reason.
2. USE OF SPACE. Customer agrees to use the Space solely for the installation,
maintenance, operation, and removal of its Equipment. Unless otherwise agreed to
by COLO, Customer, or its agents, at its expense, shall install all Equipment
into the Space. Customer shall not use or allow any other person to use the
Space for any other purpose without first obtaining COLO's prior written
consent.
3. CUSTOMER USE. Customer shall abide by any posted or otherwise communicated
reasonable and practical policies and procedures relating to COLO's facilities.
4. COLO. COLO will have the right to immediately terminate Customer's License if
COLO loses rights to the Premises. COLO will offer any other available space to
Customer on a right of refusal based on date of initial contract with COLO.
Customer will have 48 hours to accept or decline such offer.
5. SERVICES & FEES. The Service Order Form lists the basic services and prices
thereof ("Services") as of the order date. COLO may increase the amount Customer
pays for the Services, after the initial term on the Service Order Form, to
reflect changes in the CPI. Such increases will not be more often than once a
year and will not exceed the CPI plus 2%. Upon request, Customer may purchase
additional services for Supplier at the then-prevailing rate.
6. PAYMENT. Customer shall pay COLO when due for all Services ordered or used,
including all applicable taxes, surcharges, and other government imposed fees.
All Services shall be invoiced on a monthly basis and are due 30 days from the
date appearing on the monthly billing statement. Any invoice not paid by the due
date shall be deemed delinquent and is subject to interest charges accruing at a
rate of 1.5% per month. Customer shall be liable for all costs of collection of
any delinquency, including any and all collection agency fees, reasonable
attorneys' fees, and court costs.
7. PAYMENT DISPUTE. Should Customer dispute any xxxx or any portion thereof,
Customer shall pay the full amount of the outstanding xxxx by the due date and
then send COLO a written explanation outlining the basis for the dispute. COLO
shall investigate any disputed xxxx within a reasonable time notify Customer of
the outcome of such investigation.
8. TERM. The term and Customer's obligation to pay COLO for the use of the Space
shall begin as stated in the Multi Site Colocation Commitment Agreement
regardless of whether or not Customer actually occupies the Space, and shall
continue for the Term Commitment shown on the Service Order From provided
however that in the event COLO is unable to deliver such Space(s) to Customer by
such date then the parties shall proceed as set forth in the Multi Site
Colocation Commitment Agreement. Customer is entitled to a one (1) year
automatic renewal at the end of the initial term.
In the event of any termination or cancellation of an Service Order Form or of
this Agreement by Customer prior to the end of the term for reason other than
COLO's breach thereof, Customer shall, as full settlement of liability for early
termination, promptly pay COLO the following percentage of the monthly recurring
charged for the remaining term of the Service Order Form or of this Agreement,
as applicable: 50%, if termination or cancellation takes place during the first
year of this Agreement, 33%, if termination or cancellation takes place during
the second year of this Agreement, and 25% if termination or cancellation takes
place during the third year of this Agreement. If the Customer does not remove
its Equipment from the Premises within thirty (30) days of termination, COLO
shall be entitled to remove the equipment and dispose of it in any manner
determined by COLO in its sole and absolute discretion without liability to
Customer thereof.
9. CONFIDENTIALITY. Each Party, for itself, its agents, employees and
representatives agrees that it will not divulge any confidential or propriety
information received from the other Party. The terms and conditions of this
contract, notwithstanding the fact this agreement has been entered shall be
considered confidential or propriety information under this paragraph. Customer
will not use COLO's name in marketing materials without the prior written
consent of COLO. Customer may grant COLO a limited license to use any of its
trade names and / or trademarks or service marks in any news release, marketing
materials, or on COLO's web site announcing the agreement provided that COLO
obtains Customer's trade names, trademarks or service marks will inure solely to
Customer. COLO will not use the consent of Customer and such Customer. This
Section 9 does not prohibit either party from disclosing (a) information which
is already known to the public other than as a result of disclosure by such
party or its officers, directors, employees or agents, (b) information that was
known to such party on a non-confidential basis prior to its disclosure by the
other party to such party in connection with this agreement, (c) information
that becomes known or available to the disclosing party on a non-confidential
basis from any source that such party does not know to be subject to a
confidentiality agreement covering such information, (d) any information to its
attorney or other professional advisors on a need-to-know basis under
instruction to keep such information confidential, or (e) any information
required by law or by the banding order of any court to be disclosed by such
party, except that the disclosing party (i) shall first use reasonable efforts
to notify the other party before such information is disclosed, so that the
other party can take measures to protect the confidentiality of such information
and (ii) shall disclose only the information that is required to be disclosed by
such law or court order and then only to the persons to whom such law or court
order required such information to be disclosed.
10. INSURANCE. At all times during the term of the Service Order Form, Customer
at its expense and any contractors or other third parties representing Customer
shall maintain All Risk
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Property and casualty insurance and comprehensive general liability
insurance (collectively "Policy"), insuring against all hazards and risks
customarily insured against by persons collocating Equipment in buildings. The
Policy should be written on a per-occurrence basis with blanket contractual
liability coverage, with respect to use of the Space and operation of business
therein, with a combined single-limit coverage of not less than One Million
Dollars ($1,000,000) and an aggregate umbrella coverage of not less than an
additional One Million dollars ($1,000,000). A per occurrence limit of
($2,000,000) will be acceptable as well. At all times during the term of the
Service Order Form, COLO requires Customer to name COLO and if requested by COLO
the landlord(s) for each Premise as a designated or additional insured on the
Policy. All policies shall provide that Customer's insures' waive all rights of
subrogation against COLO.
Customer shall maintain property insurance including EDP perils written on a
"Special Form" basis at full replacement cost value. The definition of property
to include data and media.
Customer shall promptly deliver to COLO certificates of insurance issued by the
insurance company or its authorized agent for the Policy, in a form reasonably
satisfactory to COLO. The Policy shall provide that it cannot be cancelled or
modified unless COLO is given 30 days prior written notice of such cancellation
or modification. Customer shall require any contractor, subcontractor,
sublicensee entering the Space on its behalf to procure and maintain the same
types, amounts and coverage extensions as required of Customer.
Customer shall procure and maintain workers' compensation insurance complying
with the law of the applicable state or states, whether or not such coverage is
required by law, and employer's liability insurance with limits of no less than
One Million Dollars ($1,000,000). Customer shall place the Policies required
herein with a carrier with an AM Best rating of A- VIII or better.
The insurance requirements set forth herein are independent of Customer's
indemnification and other obligations thereunder and shall not be construed or
interpreted in any way to restrict, limit, or modify Customer's indemnification
and other obligations, or to limit Customer's liability.
11. SERVICES PERFORMED. At times Customer may direct COLO to perform services
that are part of COLO's service packages, installation packages, regular
maintenance activities via service requests or under COLO's hourly service
rates. These services typically will be associated with maintenance/installation
type activities. COLO or where applicable, COLO's contractor's, subcontractors
etc. will not be responsible for any damage to Customer's equipment during such
directed activities; except in instances where COLO, or where applicable COLO's
contractors, subcontractors, etc., are grossly negligent.
12. INDEMNITY. To the fullest extent permitted by law, COLO and Customer shall,
at the other's expense, indemnify, defend and hold each other, its shareholders,
officers, directors, agents, and employees harmless from and against all Claims,
as defined below, from any cause arising out of or relating (directly or
indirectly) to this Agreement, except claims arising out of or relating to the
willful or intentional misconduct or gross negligence of the other. For purposes
of this Agreement, "Claims" means any and all claims, causes of action (whether
based on tort or contract law principles, law or equity, or otherwise), charges,
assessments, fines, and penalties of any kind (including consultant and expert
expenses, court costs, and reasonable attorneys' fees). This indemnification
extends to and includes Claims for: (i) injury to any persons (including death
at any time resulting from that injury); (ii) loss of, injury or damage to, or
destruction or real or personal property (including all loss of use resulting
from that loss, injury, damage, or destruction of the Space or Premises); and
(iii) all economic losses and consequential, resulting, incidental or punitive
damages of any kind. This indemnification may not be construed or interpreted as
in any way restricting, limiting, or modifying COLO or Customer's insurance or
other obligations under the Service Order Form and is independent of COLO or
Customer's insurance obligations. The provisions of this paragraph shall survive
the expiration or earlier termination of the Service Order Form until all Claims
involving any of the indemnified matters are fully, finally, and absolutely
barred by the applicable statutes of limitation.
13. DISCLAIMER OF WARRANTY. COLO represents that it has full rights and
authority to grant the rights herein otherwise, Customer accepts the Space and
services on an `as is' basis at its own risk as specified on the Service Order
Form. Unless specifically stated herein, COLO makes no warranties express or
implied as to the Space, Premises, or services. COLO specifically disclaims any
and all express or implied warranties, including without limitation any
warranties of merchantability or fitness for a particular purpose.
14. DEFAULT. In the event that Customer fails to perform any of its monetary
obligations under the Service Order Form or the Multi Site Colocation Commitment
Agreement, COLO shall have the right to immediately terminate the license;
provided COLO will give Customer five (5) days notice to cure such a monetary
default. In the event that Customer fails to perform any other material
obligation under the Service Order Form which has not been cured within thirty
(30) days of receiving a written notice of default, COLO shall have the right to
immediately terminate the License; provided however that in the event that any
action or non-action threatens or causes harm to any Space or Premise, COLO
shall have the right to immediately terminate the License.
15. TERMINATION. Upon expiration or earlier termination of the License: (1) COLO
will cease providing Services under the Service Order Form, or any applicable
License; (2) any and all payment obligations of Customer under this Service
Order Form will become due and payable immediately, including but not limited to
any fees through the end of the term for any and all applicable Licenses; (3)
Customer shall immediately quit and peacefully surrender that portion of the
applicable Space it uses to COLO and remove all Equipment from all affected
Space, at its expense; (4) Customer, at its expense, shall repair, replace, or
compensate COLO for any damage to the Space or Premises resulting from the
removal of the Equipment within thirty (30) days of receiving notice of any such
damage; (5) within thirty (30) days of the expiration or earlier termination
date of the Service Order Form or the appropriate License, if Customer has not
removed the Equipment from the appropriate Premise(s), except when Customer and
COLO are in contract negotiations, Customer shall be deemed to have abandoned
its claim of ownership to the Equipment and to have conveyed all of its right,
title, ad interest to the Equipment to COLO without set-off or any other credit
of any amount that may be owed to COLO by Customer; and (6) each party shall
return all Confidential Information of the other Party in its possession and
will not make or retain any copies of such Confidential Information except as
required to comply with any applicable legal or accounting record keeping
requirement.
16. DISPUTE RESOLUTION. Negotiation Between Executives. (i) The parties shall
attempt in good faith to resolve any dispute promptly through negotiation
between executives who have authority to settle the controversy, and who are at
a higher level of management than the persons with direct responsibility for the
Service Order Form or agreement in dispute. Within fifteen (15) days after the
delivery by one of the parties to the other of a notice that it has a dispute
with it, the receiving party shall send a
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written response to the originating party. Both the notice and the response
shall include (a) statement of the party's position and a summary of arguments
supporting that position; and (b) the name and title of the executive who will
represent that party and of any other person who will accompany the executive.
Within thirty (30) days after delivery of the originating party's notice, the
designated executives of the parties shall meet at a mutually acceptable time
and place and , thereafter, as often as they deem necessary to attempt to
resolve the dispute. All reasonable requests for information made by one party
to the other will be honored. (ii) If the matter has not been resolved within
sixty (60) days of the originating party's notice or, if the parties fail to
meet with thirty (30) days, either party may initiate mediation of the
controversy or claim as provided below. (iii) All negotiations pursuant to this
clause shall be confidential and treated as compromise and settlement
negotiations for purposes of the Federal Rules of Evidence and state rules of
evidence.
If the dispute has not been resolved by negotiation, the parties shall endeavor
to settle the dispute by mediation under the American Arbitration Association
("AAA") Model Procedure for Mediation of Business Disputes in effect on the date
of this agreement. The parties with the assistance of AAA, shall select a
mediator. In the event that the AAA becomes unwilling or unable to assist in the
selection of a mediator, the parties have selected JAMS/Endispute as the
alternative.
Any dispute arising out of or relating to the Multi Site Colocation Commitment
Agreement or Service Order Form, or the breach, termination or validity thereof,
which has not been resolved by the non-binding procedure provided for above
within ninety (90) days of the initiation of such procedure, shall be
adjudicated by arbitration in accordance with the American Arbitration
Association Rules for Non Administered Arbitration of Business Disputes in
effect on the date of the Service Order Form, by a three independent and
impartial arbitrators, of whom each party shall appoint one, and the third shall
be elected by the first two; provided, however, that if one party has requested
the other to participate in mediation and the other has refused, the requesting
party may initiate arbitration upon receiving notice of such denial. The
arbitration shall be governed by the United States Arbitration Act, 9 U.S.C.
Sections 1-16, and judgement upon the award rendered by the arbitrator(s) may be
entered by any court having jurisdiction thereof. The place of arbitration shall
be San Francisco, California. The arbitrator(s) are not empowered to award
damages in excess of compensatory damages, and each party hereby irrevocably
waives any right to recover such damages with respect to any dispute resolved by
arbitration.
17. FORCE MAJEURE. Notwithstanding anything to the contrary contained herein,
neither COLO or Customer shall not be liable to the other for any loss or
damage, or deemed to be in breach of the Service Order Form due to a failure to
perform, wholly or in part, if such nonperformance is due to causes beyond
COLO's or Customer's control, including acts of God, fire, explosion,
earthquake, hurricane, tornado, wind, flood, storm or other natural occurrences;
vandalism; third party theft; computer, voice mail, e-mail, or other
telecommunications system failure; failure to secure or the loss of the right to
possess any Premise; any law, order, regulation, direction, action or lawful
demand of any Federal, state, local or foreign governments having jurisdiction
over COLO or Customer or of any department, agency, commission, court, bureau,
corporation or other instrumentality of any one or more such governments, or of
any civil or military authority; national emergency; insurrection; riot; war;
strike, lockout, work stoppage or other such labor difficulty.
18. ASSIGNMENT. The Service Order Form shall not be assigned or delegated by
Customer without first obtaining the prior written consent of COLO, which
consent shall be in the sole discretion of COLO. COLO will not unreasonably
withhold consent for assignment. Any purported assignment or delegation without
the required consent shall be null and void and of no legal force or effect.
19. GOVERNING LAW. The Service Order Form shall be governed by and interpreted
in accordance with the laws of the State of California. In the event of a
dispute or litigation regarding the Service Order Form, the prevailing party
shall be entitled to receive reasonable attorneys fees and costs.
20. NO WAIVER. The failure of COLO or Customer at any time to enforce any right
or remedy available to it under the Service Order Form with respect to any
breach or failure by COLO or Customer shall not be construed to be a waiver of
such right or remedy with respect to any other breach or failure by COLO or
Customer.
21. LIMITATION OF LIABILITY. With the exception of money due to COLO by
Customer, under not circumstances shall either party be liable to the other
party for any indirect, incidental, economic, special, punitive or consequential
damages, whether for breach of contract, negligence or under any other cause of
action, that arises out of or relates to the Service Order Form. The total
aggregate liability for any direct damages arising our of or relating to the
Service Order Form shall be limited to no more than the total amount of fees
collected under the Service Order Form for the prior twelve (12) months.
22. SURVIVAL. The obligation of confidentiality and indemnification shall
survive the termination of any applicable Service Order Form.
23. ENTIRE UNDERSTANDING. The Multi-Site Colocation Commitment Agreement, and
these Terms and Conditions for the Delivery of Service constitute the entire
understanding of the parties related to the subject matter hereof. In the event
of any conflict between Multi-Site Colocation Commitment Agreement, and these
Terms and Conditions for Delivery Service and any Customer purchase order the
Service Order Form, Multi-Site Colocation Agreement, and these Terms and
Conditions for Delivery of Service shall control.
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XXXX.XXX EXHIBIT A Account
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TO COLOCATION AGREEMENT
CUSTOMER INFORMATION
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Company RateXchange_______________ Contact Name Xxxx Xxxxxxxx
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Phone 000-000-0000_______________ Pager
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Fax 000-000-0000_______________ E-mail Xxxxxxxxx@xxxxxxxxxxx.xxx
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Street 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxx Xxxxxxxxx Xxxxx XX Zip 94107 Country USA
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SITE INFORMATION
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Site Code Space Power Cross Delivery Term Fees
(Cabinets/Cages/ft2) Connects Date
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Activation Monthly
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TBD 400 SQ. FT. 200 AMPS DC 20 DS-1'S TBD 3 YR. $4,000 $14,400
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XXX 000 XX. XX. 000 XXXX XX 00 DS-1'S TBD 3 YR. $4,000 $10,800
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XXX 000 XX. XX. 000 XXXX XX 00 DS-1'S TBD 3 YR. $4,000 $7,200
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Service Order Forms attached Number of Sites TBD
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COMMENTS
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Form: EA/CS/99 Version 1.0, Last Updated 12/7/99
XXXX.XXX
Colocation Service Quote
Quotation Number: 4003
Quotation Date: 12/15/1999
Sales Representative: Xxxxx Xxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
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CLIENT INFORMATION:
Company: RateXChange
Contact Name: Xxxx Xxxxxxxx, xxxxxxxxx@xxxxxxxxxxx.xxx
Address: 000 Xxxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxx: Xxx Xxxxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
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3 Sites XXXX.XXX SITE ADDRESS Per Site Per Site
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ITEM DESCRIPTION # ONE TIME INSTALLATION MONTHLY FEE
FEE
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10' by 10' Cage Includes: power runs, cage, door 4 $4,000.00 $14,400.00
increments (400 and door key ($36.00/Sq Ft)
Square Feet) * Assumes 400 Square Feet comes with 200
AMPs DC w/dedicated 20 amp circuit at 120/208
VAC 50 amps DC per 10' by 10' space
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19" Rail Relay Racks Mountable Equipment Relay Racks XXX XXX
(6 per 100 Sq. Ft) $475 Install per pack
*Customer may provide own Racks
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DC Power DC Install/run/rate schedule, XXX XXX
$15.00/mo per additional amp
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DS1 Cross Connect Fees DS1 Cross Connects at $25 XXX XXX
Install $20/month
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DS3 Cross Connect Fees DS3 Cross Connects at $75 XXX XXX
install & $50/month
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SM Fiber Cross SM Fiber Cross Connects at $250 XXX XXX
Connect Fees Install & $75/month
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SERVICE LEVELS Remote Hands, Level 1 Included
OPTIONAL Bronze, Silver and/or Gold SEE BELOW
Managed Installation of Customer Equipment Optional
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Subtotals $4,000.00 $14,400.00
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TOTAL FEES:
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YEAR TERM COMMITTMENT 3 YEAR TERM COMMITTMENT
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INSTALLATION FEE $4,000.00
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MONTHLY FEE $14,400.00
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TO BEGIN SERVICE $18,400.00
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0000 Xxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxx 00000-0000
xxxx://xxx.xxxx.xxx Main 000.000.0000 Fax 000.000.0000
