EXHIBIT 10.2
TELECITY FACILITIES MANAGEMENT AGREEMENT
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BETWEEN:
(1) TELECITY UK LIMITED of Williams House, Manchester Science Park, Lloyd
Street North, Manchester M15 6SE ("TeleCity"); and
(2) RATE EXCHANGE CORPORATION., of 185 Berry Street, Suite 3515, San
Francisco, CA 94107 ("Customer").
BACKGROUND:
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(A) TeleCity operates facilities for customers to locate and operate
computing, networking and telecommunications equipment.
(B) The Customer wishes to place its equipment in such facilities and
TeleCity wishes to supply such facilities to the Customer.
TERMS AGREED:
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The parties agree that the Equipment shall be placed at and operated from the
Property and TeleCity shall provide the Services on TeleCity's Standard Terms
and Conditions set out overleaf.
The Customer acknowledges that this agreement and pricing terms have been
determined on the basis of the exclusions from the limitations of liability
contained in this agreement (and in particular clause 10).
TeleCity The Customer
Signature /s/ James R. E. Coley Signature /s/ Paul A. Wescott, Jr.
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Name James R. E. Coley Name Paul A Wescott, Jr.
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Position Secretary Position EVP/COO
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Date 11-7-00 Date July 7, 2000
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FACILITIES MANAGEMENT TERMS AND CONDITIONS
1 Definition
1.1 In this Agreement unless the context otherwise requires the following
words and expressions shall have the following meanings:
"Additional Equipment"
any equipment other that the Equipment in respect of which the Customer
wishes the provisions of this Agreement to apply (as agreed with TeleCity
from time to time in writing);
"Additional Services"
services other than the Basic Services which TeleCity agrees to provide
to the Customer (as specifically set out in the Schedule to this
Agreement or any later Appendix);
"Annual Fee"
TeleCity's yearly fee for providing the Basic Services and the Additional
Services as set out in the Schedule and/or any later Appendix;
"Appendix"
any addition to the Schedule agreed between the parties from time to
time;
"Basic Services"
the services described as such in the Schedule;
"Client"
any third party who retains, maintains, operates or uses the Equipment;
"Commencement Date"
the date on which this Agreement shall take effect either as specified in
the Schedule or upon actual commencement of any provision of any of the
Services (whichever is the earlier);
"Equipment"
any equipment owned or used by the Customer and/or its Clients which is
kept at the Location from time to time during the Term (which for the
avoidance of doubt includes without limitation any software, wires,
cables and peripherals used in conjunction with the same);
"Force Majeure"
any event beyond the reasonable control of either party including, but
not limited to, fires, strikes or lock-outs, insurrection or riots,
delays in transportation, inability to obtain supplies, suppliers'
failure, the act or omissions of third parties (including, without
limitation, other customers or the clients) and the requirements or
regulations of any civil or military authority;
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"Initial Period"
unless otherwise specified in the Schedule, a period of 5 years running
from the Commencement Date;
"Location"
the designated area(s) at the Properties where the Equipment will be kept
during this Agreement (as varied from time to time by notice in writing)
as more particularly shown or described in the Schedule;
"Property"
the address(es) detailed in the Schedule (or such other address(es) as is
reasonably notified to the Customer from time to time);
"Schedule"
the schedule to this Agreement as added to or varied by any appendix;
"Services"
the Basic Services and the Additional Services;
"Set-Up Fee"
any fee payable in relation to the installation of Equipment or the
preparation of the Location at the Property;
"Set-Up Quote"
the detailed description and fee quote to be prepared by TeleCity
relating to the preparation of the Location at the Property'
"Standard Rates"
TeleCity's standard rates for services from time to time prevailing;
"Term"
the term of this Agreement;
"Working Hours"
9am to 5pm Mondays to Fridays (excluding public holidays local to the
Property); and
"Year"
any period of 12 months commencing on the Commencement Date and any
subsequent anniversary of the commencement Date during the Term.
1.2 The Schedule and any Appendices shall form part of this Agreement and
shall be read as if fully set out in the body of this Agreement. In the
event of a conflict between this Agreement and the Schedule or an
Appendix then the Schedule and the Appendix shall prevail.
1.3 Where TeleCity agrees to provide any services that do not part of the
Services then subject to the provision of services pursuant to clause 4.8
the parties shall complete and sign an appendix so that such services are
treated as Additional
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Services. In the event of a conflict between the Schedule and an Appendix
then the Appendix shall prevail (and, where there is more than one
Appendix, the most recent Appendix shall in the case of conflict
prevail).
2. Interpretation and Variation
2.1 This Agreement shall govern the relationship between TeleCity and the
Customer and the Customer agrees to deal with TeleCity on the terms of
this Agreement to the exclusion of all other terms, conditions,
warranties or representations (other than misrepresentation made
fraudulently).
2.2 No variation to this Agreement shall be binding unless detailed in
writing and signed by a director of TeleCity and a duly authorized
representative of the Customer.
3 Period of this Agreement
The Agreement shall commence on the Commencement Date and shall continue
indefinitely subject to either party giving to the other at least 3
months' written notice such notice to expire no earlier than the expiry
of the Initial Period.
4 Provision of Services
4.1 TeleCity shall perform the works detailed in the Set-Up Quote, such works
to be invoiced and paid for on their completion.
4.2 In consideration of the Customer paying to TeleCity the Annual Fee from
time to time in accordance with this Agreement, TeleCity shall use all
reasonable endeavors to provide:
4.2.1 the Basic Services;
4.2.2 non-exclusive access to the Property and Location to enable the
Customer to retain, maintain and operate the Equipment at the
Locations; and
4.2.3 the Additional Services.
4.3 The Customer may be entitled to install Additional Equipment at the
Location on the payment of a Set-Up Fee. Upon installation any Additional
Equipment shall be treated as Equipment for the purposes of this
Agreement (and for the provision of Services).
4.4 The customer may be entitled to install Additional Equipment in the
Property outside the Location provided that TeleCity has sufficient space
available. Where the Customer wishes for Additional Equipment to be
installed outside the Location TeleCity shall prepare an Appendix which
shall include a revision of the Annual Fee. Any installation of
Additional Equipment outside the Location shall be carried out only after
signature of the Appendix by the parties and may be subject to a Set-Up
Fee. Upon installation any Additional Equipment shall be treated as
Equipment for the purposes of this Agreement (and for the provision of
the Services).
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4.5 In the event that the Customer requests that Additional Equipment is
installed under Clause 4.4, TeleCity shall have the right to relocate the
Equipment to enable the Additional Equipment and the Equipment to be at
the same Location. All costs and expenses arising in connection with such
relocation shall be borne by the Customer.
4.6 Subject to Clause 4.7 below, TeleCity shall have the right (exercisable
on not less than three months' written notice to the Customer from time
to time during the period of this Agreement) to require that the
Equipment be moved from the Location, in the case of emergency or another
event which immediately effects TeleCity's ability to provide the
customer service, to either:
4.6.1 any other part of the Property; or
4.6.2 another property that is reasonable proximate to the Property; and
all reasonable costs and expenses arising in connection with the
relocation of the Equipment pursuant to this clause 4.6 being borne by
TeleCity.
4.7 Without prejudice to the rights of TeleCity pursuant to Clause 4.6 above,
TeleCity agrees that in specifying the time-scale for any relocation of
the Equipment or installation of Additional Equipment TeleCity shall
endeavor to consult with the Customer and use its reasonable endeavors to
specify a time-scale which causes minimum disruption to the operation of
the Equipment.
4.8 TeleCity is not obliged to provide any services other that the Service
under the Agreement. TeleCity may on request provide services to the
Customer other that the Services. Any such provision of services shall be
performed at TeleCity's sole discretion on a time and materials basis at
TeleCity's Standard Rates and in accordance with the terms and conditions
of this Agreement.
4.9 TeleCity shall use its reasonable endeavors to ensure that it has staff
on duty as all times to carry out Services, subject only to availability
and demand from the Customer and its other customers.
5 Customer's Rights and Obligations
5.1 The Customer shall, upon giving reasonable notice and immediately in the
event of an emergency, be entitled to enter the Property in order to
carry out any necessary operation, maintenance and repairs to the
Equipment which TeleCity is not obliged to provide under the Agreement.
Access shall be permitted even outside Working Hours for these purposes.
5.2 The Customer and its employees, Clients, sub-contractors (for which
purpose the Customer shall from time be entitled to nominate in writing
any sub-contractor who shall enjoy such rights) and agents shall,
throughout the Term and upon giving reasonable notice, be entitled to
enter the Property during Working Hours for the purpose of inspecting the
Location and for showing potential Clients the facilities provided by
TeleCity.
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5.3 The Customer shall be responsible for insuring the Equipment against any
and all risks (including but not limited to fire, theft and flood) and
for obtaining such other insurance cover (including the heads of damage
set out at clause 10.5) as the Customer in its sole discretion may
consider appropriate.
5.4 The Customer shall provide such information (including, without
limitations, user manuals, software codes and specialist training) as is
necessary to enable TeleCity to carry out the Services.
5.5 The Customer shall provide TeleCity with reasonable notice in writing of
its intention to replace, modify or alter the Equipment or any
connections relating to the Equipment in order that TeleCity may properly
carry out the Services.
5.6 The Customer shall not and shall procure that its employees, Clients,
sub-contractors and agents shall not interfere with the Property or its
contents (other that the Equipment).
5.7 The Customer shall and shall procure that its employees, Clients,
sub-contractors and agents shall, at all times, comply with any rules and
regulations notified to them by TeleCity with regard to use of the
Location.
5.8 The Customer shall fully indemnify TeleCity against any and all costs,
claims, demands, losses, damages, expenses (including, without
limitation, legal expenses) and liabilities of whatsoever nature suffered
or incurred by TeleCity relating to:
5.8.1 any claim by a third party that the use or possession of the
Equipment by TeleCity infringes the patent, copyright, design
right, trade mark or other intellectual property rights of such
third party or gives rise to any other liability whatsoever to
TeleCity based on the operation of the Equipment or content of
data or information held on or transmitted via or by it; and
5.8.2 any breach of the terms of this Agreement or by the Customer or
its employees, Clients, sub-contractors or agents; and
5.8.3 any injury or damage caused by the Equipment.
5.9 The Customer shall not do or permit anything which might constitute a
breach of any statutory requirement relating to the Property or the
Equipment.
5.10 The Customer warrants that the Equipment shall comply with any applicable
safety and other legislation and regulations.
5.11 The Customer, its clients, sub-contractors, agents and employees shall
not bring any furniture, equipment, goods or chattels other that the
Equipment into the Property without the consent of TeleCity (except as is
necessary for the exercise of the rights given to the Customer under this
Agreement) and shall keep the Location clean and free of rubbish. The
Customer shall make good any damage caused to the Location by the
Customer, its employees, Clients, sub-contractors or agents during the
Term (whether accidental or otherwise).
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5.12 The Customer, its Clients, sub-contractors, agents and employees shall
not alter the Location (or any other part of the Property) without the
prior written consent of TeleCity.
6 Power
6.1 Where the provision of power is included as part of the Annual Fee (as
indicated I n the Schedule) the annual Fee shall cover the provision of
power to the Equipment as part of the Basic Service up to and including a
maximum power usage of 1,000 Watts per two square meters. Where the
Customer exceeds this power usage TeleCity shall have the right to make
additional charges at its Standard Rates.
6.2 For the purposes of this clause6 power usage shall be calculated by
taking the total aggregate rated capacities of the Equipment within any
location from time to time (as stated in the equipment manufacturers'
specifications) and dividing the total by the square metreage of that
Location.
7 Prices and Payment
7.1 The Customer shall pay any Set-Up Fee on or before the commencement of
installation of the Equipment or Additional Equipment at the Property.
7.2 The Customer shall pay the Annual Fee quarterly in advance on 1 December,
1 March, 1 June and 1 September. The first installment shall be due on
the Commencement Date and shall be adjusted pro-rata to reflect the
period of time until the next quarterly installment is due. Unless
otherwise agreed all payments should be made by standing order or direct
debit.
7.3
7.4 Any charges for services provided under this Agreement not forming part
of the Annual Fee shall be payable within thirty (30) days of the invoice
date.
7.5 All payments by the Customer to TeleCity are to be made in cleared funds.
In the event that the Customer fails to pay any monies due under or in
connection with this Agreement within 10 days of the specified due date
then (without prejudice to its other rights) TeleCity shall be entitled
to:
7.5.1 suspend performance of any obligations owed by TeleCity under this
Agreement until such payment is made; and/or
7.5.2 require advance payment of the Annual Fee in full before
continuing to supply any of the Services under this Agreement;
and/or
7.5.3 terminate this Agreement forthwith; and/or
7.5.4 charge interest on any outstanding sums (after as well as before
judgment) at the rate of 4% above the base rate of Barclays Bank
plc for the time being in force calculated from the date on which
the outstanding sum fell due to the date upon which payment is
received by TeleCity in cleared funds.
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7.6 All payments made by the Customer under this Agreement shall be subject
to value added tax or any applicable sales or other tax, made in full
without any set-off, restriction or condition and without any deductions
for or on account of any counterclaim.
8 Termination
8.1 Either party shall be entitled to terminate the Agreement with immediate
effect by notice in writing to the other party if:
8.1.1 the other party commits a material breach of any term of this
Agreement which (in the case of a breach capable of being
remedied) has not been remedied within thirty (30) days of a
written request to remedy the breach (and for these purposes it is
agreed that other than a failure to pay outstanding amounts,
provision for which is made in clause 7.5, lateness is a
remediable breach); or
8.1.2 the other party makes any voluntary arrangement, becomes bankrupt
or insolvent, becomes subject to an administration order, has a
receiver appointed, ceases or threatens to cease to carry on
business or suffers any other insolvency event (in the
jurisdiction of the Property or any other jurisdiction).
8.1.3 The Customer shall have the right to terminate this agreement at
the earliest on the third anniversary of the Commencement Date. In
order to effect such termination the Customer must give TeleCity
not less than 90 days written notice of termination such notice
terminating prior to the said third anniversary date. If notice is
not given during this 90- day period it will be deemed that the
contract will continue for one further full calendar year. In the
event that no such notice has been served the Agreement shall
continue unless and until terminated by the Customer serving
notice to that effect at lease 90 days prior to any subsequent
anniversary of the Commencement Date.
8.2 Upon termination or expiration of this Agreement:
8.2.1 TeleCity shall cease to provide the Services; and
8.2.2 all sums outstanding to TeleCity from the Customer shall be paid
forthwith whether or not then due; and
8.2.3 TeleCity shall (on payment of any and all outstanding sums due to
TeleCity from the Customer) within a reasonable time provide
access to the Property for the removal of the Equipment (and the
Customer shall remove and collect the Equipment at its cost); and
8.2.4 risk in the Equipment shall pass to the Customer (whether or not
the equipment remains at the Property).
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8.3 Pursuant to Clause 8.2 TeleCity shall have a lien over the Equipment to
secure all sums due to it under this Agreement and the Customer shall not
be entitled to remove the Equipment from the Property unless and until
TeleCity has received all outstanding sums (whether under this Agreement
or any other agreement) owing to it from the Customer in cleared funds.
8.4 Notwithstanding clauses 8.2 and 8.3 where the Customer fails to collect
the Equipment within fourteen (14) days of termination TeleCity shall be
entitled to:
8.4.1 remove and store the Equipment either at the Property or off-site
and charge the Customer all costs reasonably incurred in so doing;
and/or
8.4.2 sell the Equipment and attribute the sales proceeds to any
outstanding debt owed to TeleCity by the Customer before crediting
any balance to the customer.
8.5 Termination of this Agreement shall be without prejudice to the rights
and remedies of the parties either under this Agreement or at law.
Termination shall not affect any accrued rights or liabilities of either
party nor any provision which is expressly or by implication intended to
come into force on, or continue in force. after termination.
9 Warranties
9.1 TeleCity warrants that it shall exercise reasonable skill and care in
carrying out its obligations under this Agreement. In the event that the
Customer considers that TeleCity has failed in its obligations the
Customer shall forthwith notify TeleCity and give TeleCity a reasonable
opportunity to remedy any default.
9.2 The warranty set out at clause 9.1 is the only warranty given by TeleCity
under this Agreement. Any other warranties, conditions, obligations or
terms implied into this Agreement by statute, custom, law or otherwise in
respect of any obligations or services to be provided by TeleCity are
hereby excluded. In particular, the Customer acknowledges that TeleCity
does not warrant that any services TeleCity provides under this Agreement
(including the Services) will ensure the proper and uninterrupted
operation of the Equipment.
10 Liability
10.1 The Annual Fee and TeleCity's other charges under this Agreement are
determined on the basis of the following limitations and exclusions of
liability. The Customer expressly agrees that these limitations are
reasonable because of the likelihood that the amount of damages awardable
to the Customer for a breach of this Agreement by TeleCity would
otherwise be disproportionately greater that the value of the services
provided.
10.2 The provisions of this clause 10 set out TeleCity's entire liability
(including any liability for the acts and omissions of its employees,
agents or sub-contractors) to the Customer in respect of:
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10.2.1 any breach of its contractual obligations arising under or in
connection with this Agreement;
10.2.2 any representation, statement, negligence, other tortuous act or
omission or breach of statutory duty arising under or in
connection with this Agreement; and
10.2.3 any damage to property.
10.3 Subject to clause 10.6 TeleCity's liability for damage to the Customer's
property (including, without limitation, the Equipment) caused by any
act, omission or default of TeleCity (its employees, agents or
sub-contractors) per event or series of linked events is limited to
(lambda)50,000.
10.4 Subject to clauses 10.5 and 10.6, TeleCity's liability other than
pursuant to clause 10.3 under or in respect of this Agreement during any
Year shall in aggregate be limited to either the aggregate of the Basic
Fee and the Additional Fee payable during that Year or (lambda)50,000
whichever is the greater.
10.5 Notwithstanding clause 10.4 TeleCity shall not in any event be liable for
any claim for damages to, loss of or costs in respect of:
10.5.1 pure economic loss, anticipated profits, revenues, anticipated
savings, loss of clients, goodwill or business opportunities; or
10.5.2 wasted overheads or the time of the Customer's officers, employees
or consultants; or
10.5.3 any other consequential or indirect loss (including, without
limitation, any and all losses not flowing naturally and directly
from the breach complained of); or
10.5.4 any loss or corruption of data, software or configurations held by
the Customer.
10.6 Notwithstanding anything to the contrary in this Agreement TeleCity's
liability to the Customer:
10.6.1 for death or personal injury resulting from negligence; or
10.6.2 under Part 1 of the Consumer Protection Act; or
10.6.3 for fraud (including, without limitation, fraudulent
misrepresentation);
shall not be limited (but nothing in this clause 10.6 confers any right
or remedy upon the Customer to which it would not otherwise be entitled).
10.7 Except pursuant to sub-clause 10.6 above, TeleCity shall have no
liability to the Customer in respect of any loss or damage howsoever
caused unless the Customer has served notice of the same on TeleCity
within three (3) months of the date on which
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the loss or date arose and legal proceedings are commenced within two (2)
years of that date.
10.8 This clause 10 has continuing effect after termination of this Agreement.
11 Clients
11.1 The Customer shall be entitled to permit a Client access to the Location
provided that:
11.1.1 the Customer shall procure that at all times the Client shall to
abide by the terms of this Agreement and shall observe TeleCity's
procedures; and
11.1.2 the Customer shall be and shall remain liable to TeleCity for any
failure by the Client to adhere to the terms of this Agreement or
TeleCity procedures or for any act or omission of the Client
whether negligent, willful or otherwise and shall indemnify
TeleCity against any and all costs, claims, demands, losses,
damages, expenses (including, without limitation, legal expenses)
and liabilities of whatsoever nature arising pursuant to such
failure.
11.2 TeleCity shall not under any circumstances be liable to the Customer
under this Agreement, for any claim by the Client against the Customers
arising out of the Customer's failure to provide any services to the
Client) whether such failure arises as a result of TeleCity's negligence,
breach under this Agreement or otherwise).
11.3 The Customer shall indemnify TeleCity (and keep TeleCity indemnified)
against any and all costs, claims, demands, losses, damages, expenses
(including, without limitation, legal expenses) and liabilities of
whatever nature arising out of any claim brought against TeleCity by a
Client (whether such claim is brought in contract, tort of otherwise).
11.4 TeleCity acting in its sole discretion shall have the right to prevent
any Client from accessing the Location at any time. This right shall not
be exercised unreasonably.
12 Waiver
The failure or delay of TeleCity to enforce or to exercise, at any time
or any period of time, any term of or any right, power or privilege
arising pursuant to this Agreement does not constitute and shall not be
construed as a waiver of such term or right and shall in no way affect
TeleCity's right later to enforce or exercise it (nor shall any single or
partial exercise of any remedy, right, power or privilege preclude any
further exercise of the same or the exercise of any other remedy, right,
power or privilege).
13 Severance
If any provision of this Agreement, or of any document made in connection
with this Agreement, is determined by and Court, Tribunal or
Administrative Body of a competent jurisdiction to be wholly or partly
unenforceable for any reason, that unenforceability shall not affect the
rest of this Agreement or that document, the
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unenforceable part being deemed severed and deleted and the remainder
continuing in full force and effect.
14 Notices
14.1 Any notice or other document to be served under this Agreement must be in
writing and a notice or other document will be effectively served if
served in the following ways (and shall be deemed to have been served at
the time stated):
14.1.1 by pre-paid recorded delivery post - on the second day after
posting;
14.1.2 by fax - upon receipt of an error-free reception code (provided
that a copy is sent by pre-paid first class post on the date the
fax is sent);
14.1.3 by E-mail - on sending (provided that a copy is sent by pre-paid
first class post on the date the E-mail is sent): and
14.1.4 by personal delivery - upon actual delivery or upon refusal to
accept delivery.
14.2 Any notice or other documents to be served under this Agreement shall be
addressed to the recipient's address stated in this Agreement or any
other address which the recipient has notified the other party (or
alternatively, in the case of a company, to the registered office of that
company).
15 Assignment
15.1 This Agreement is personal to the Customer and the Customer may not other
than as referred to in clause 15.2 assign, transfer, sub-contract,
mortgage, charge or otherwise dispose of or encumber this Agreement, or
any of its rights or obligations under it, without the prior consent of
TeleCity.
15.2 The Customer shall be entitled at any time to assign this agreement to
any wholly owned Subsidiary (as later defined) of it which is
incorporated in England and Wales provided that the Customer shall remain
liable as original contracting party. Such assignment shall be effected
by way of written notice delivered to TeleCity.
15.3 TeleCity may sub-contract any or all of its obligations under this
Agreement without consent on giving written notice to the Customer.
15.4 TeleCity may not assign any of its rights or obligations under this
Agreement to a third party without the consent of the Company Except:
15.4.1 to any Holding Company Subsidiary or any Subsidiary of such
Holding Company (as the same are defined in Section 736 of the
Companies Act 1985); or
15.4.2 to any company pursuant to the sale of the whole or a significant
part of TeleCity's business to that company.
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16 Force Majeure
Neither party shall be liable to the other if its performance of its
obligations under this Agreement (other than an obligation to pay money)
is prevented or hindered due to any event of force majeure. The party
affected by Force Majeure agrees to given written notice to the other
upon becoming aware of Force Majeure, that notice containing details of
the circumstances giving rise to Force Majeure.
17 Headings
Clause headings are purely for ease of reference and do not form part of
or affect the interpretation of the Agreement.
18 Law and Jurisdiction
The construction, validity and performance of the Agreement is governed
by the law of England and the parties accept the exclusive jurisdiction
of the English Courts.
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Schedule 1
1. Customer Name Rate Exchange Corporation
2. Customer Address 185 Berry Street,
Suite 3515,
San Francisco,
CA 94107
3. Service 400 square feet of suited space
4. Property 8&9 Harbour Exchange,
Lime Harbour,
London, E14 9GE
5. Location To Be Advised
6. Annual Fee (LB) 76,000 License Fee per Annum at
(LB) 190 per Square Foot
7. Additional Fee (LB) 1,300 First Line Support per
Installed Standard Rack
(600mm *800mm *200mm) per
Annum
A Fit Out Quote will be provided by
TeleCity's Operational Department
8. Commencement Date 24th July, 2000
9. Term 5 Years
TeleCity shall provisionally hold, in three locations of the Customers choice
(in which TeleCity has operational space), not less than 400 Square Feed per
chosen site until the 31st December, 2000, subject to TeleCity's then current
rate and Standard Terms and Conditions. TeleCity can cancel this arrangement on
a site by site basis by giving 1 (one) months notice in writing ("the Notice
Period"). During this Notice Period the Customer may at any time require
TeleCity to provide the option to space at the then current Terms and
Conditions, and price.
The price per square foot for the sites subject to the above option together
with the price per square foot the subject of this agreement will be subject to
adjustment, as follows;
a. Where the total square footage under contract is not less than 800 square
foot the price for all space taken shall be calculated on the bases of
(lambda)170 per square foot; and
b. Where the total square footage under contract is not less than 1200
square foot the price for all space taken shall be calculated on the
basis of (lambda)160 per square foot; and
c. Where the total square footage under contract is not less than 1600
square foot the price for all space taken shall be calculated on the
basis of (lambda)160 per square foot
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AND the price quoted in respect of space already under contract shall be
adjusted accordingly provided that such adjustment shall only take effect from
the date on which the Annual Fee becomes payable under the most recent contract
(usually the Commencement Date). For the avoidance of doubt the adjustment will
not apply to any period prior to the Commencement Date or if later the date on
which the Annual Fee become payable under the most recent contract.
10. Basic Services
Description
Chilling Maintenance of an air temperature of 22 degrees celcius
(plus or minus 15%) within the Location.
The above will be maintained between an outside ambient
temperature of 30 degrees celcius and minus 2 degrees
celcius (saturated), and is based on a maximum heat
output of 1,000 Watts per two square meters within the
Location.
AC Power Supply Provision of a connection point to a
protected single phase 230 Volt AC power supply
providing a maximum of 1,000 Watts per two square
meters within the Location. The Customer bears the cost
of the power drawn by the Equipment (unless otherwise
stated in the Schedule).
The above supply is protected by a UPS battery back up
system and a diesel generator. The UPS battery back up
system will provide a minimum of 10 minutes of AC power
as detailed above. The diesel generator will provide a
minimum of 48 hours of AC power as detailed above,
before requiring its fuel to be replenished.
Fire Control Provision of either a fire detection and
suppression system or a VESDA fire detection system
covering the Location. The suppression system will
utilize either a FM200 Gas, or a Hi Fog Mist system.
Lighting Provision of lighting within the Location.
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11. Additional Services
Description
Support Level 1
o 24 x 7 First Line Support per installed rack. It includes 2 hours of
support o per month. Unused support time expires at the end of each
month. First Line Support is defined as any instance where TeleCity
attention to the Equipment is required, where the actions taken are to
precise customer instructions and the responsibility for the outcome of
those actions lies with the customer.
o Management of carriers and suppliers
o Supervision of authorized installation, maintenance and carrier staff
o Disposal of all packaging and rubbish
Circuit Cabling Installation Maintenance Per Annum
Copper Circuit (1 pair) (LB)100 (LB)50
Coax Circuit (1 pair) (LB)200 (LB)50
Fiber Circuit (1 pair) (LB)750 (LB)100
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[Sample] APPENDIX
This Appendix shall form part of the Facilities Management Agreement between the
parties dated [STATE DATE] (the "Agreement") and shall be read and construed as
if set out in full in the Agreement. In the event of a conflict between this
Appendix and the Agreement, this Appendix shall prevail over the Agreement.
1. Customer Name
2. Customer Address
3. Additional Services
4. Commencement Date
5. Property
6. Location
7. Revised Annual Fee
TeleCity The Customer
Signature ______________________ Signature __________________________
Name ___________________________ Name _______________________________
Position _______________________ Position ___________________________
Date ___________________________ Date _______________________________
<PAGE>
RateXchange, Inc. Purchase Order
185 Berry Street, Suite 3515 Date P.O. No.
San Francisco, CA 94107 7/7/2000 59
Vendor Ship To
TeleCity Limited RateXchange, Inc.
Bellevive House 185 Berry Street, Suite 3515
4 Muirfield Crescent San Francisco, CA 94107
London E149SZ England
<TABLE>
<CAPTION>
ITEM DESCRIPTION QTY RATE AMOUNT
<S> <C> <C> <C> <C>
7 Colocation Expe... 400 Square Feet Colocation Space 400 190.00 76,000.00
7 Colocation Expe... First Line Support/Annum 1 1,300.00 1,300.00
7 Colocation Expe... Partitioning, Door, Cable Basket, Floor 1 12,771.00 12,771.00
Tile Preparation, Labout as listed in
Quote dated 3-Jul-00
7 Colocation Expe... Power 0 16,000.00 0.00
PO is valid pursuant to TeleCity's execution of the
contract forwarded under separate cover.
Pricing is in British Pounds Total $90,071.00
</TABLE>
