LEGAL

SPECTRUM ENTERPRISE

Colocation Services Addendum

 

 

This Colocation Services Addendum (“Colocation Addendum”) governs the Spectrum Enterprise Colocation Service (“Colocation Service”) and constitutes an amendment to the Spectrum Enterprise Services Agreement between Time Warner Cable’s parent, Charter Communications Operating, LLC, and its subsidiaries providing Client Service (“Spectrum Enterprise”) (“Terms and Conditions”) and Client. The Colocation Service shall be considered a “Service” as such term is used in the Terms and Conditions.

Capitalized words used, but not defined, in this Colocation Addendum have the meanings given to them in the Terms and Conditions. A copy of the current version of the Terms and Conditions is available on the Spectrum Enterprise web site at http://enterprise.spectrum.com/legal.

1. Exhibits and Definitions

The following exhibit is attached to this Colocation Addendum and incorporated herein by this reference:

Exhibit A: Client Policies and Procedures

As used in this Colocation Addendum, the following terms shall have the following meanings:

“Client Space” means the server racks, cabinets and cages, and the space contained therein, to be provided by Spectrum Enterprise at a Data Center for the installation of the Equipment and the delivery of Colocation Services.

“Client-Supplied Equipment” means Equipment supplied by Client.

“Data Center” means the facility used by Spectrum Enterprise to provide the Colocation Services.

“Equipment” means any and all computer hardware, operating systems and other system-level software used in the delivery of Colocation Services.

“Spectrum Enterprise-Supplied Equipment” means the Equipment provided by Spectrum Enterprise for use by Client in connection with the Colocation Services. Spectrum Enterprise -Supplied Equipment shall be considered “Spectrum Enterprise Equipment” as such term is used in the Terms and Conditions.

2. Special Colocation Terms and Conditions

A. Grant of License

During the Order Term for the Colocation Service, Spectrum Enterprise grants to Client the right and non-exclusive license (“License”) to use the Client Space identified in the Service Order solely for the Permitted Uses (as defined below). Client may not assign or sublicense the Client Space, or allow any other person or entity to use the Client Space, without first obtaining the prior written consent of Spectrum Enterprise. This License is revocable by Spectrum Enterprise subject to changes in Spectrum Enterprise’ (or its third party provider’s) underlying lease agreements.

Client acknowledges and agrees that it does not have, has not been granted and will not own or hold any real property interest in the Client Space or the Data Center; that Client is a licensee and not a tenant or lessee of the Client Space; and that Client does not have any of the rights, privileges or remedies that a tenant or lessee would have under a real property lease or occupancy agreement.

Spectrum Enterprise reserves the right to relocate, change or otherwise substitute replacement space in the Data Center for the Client Space at any time during the applicable Order Term, provided that the replacement space is substantially similar in size and configuration to the original Client Space.

B. Client-Space Permitted Uses

Client shall use the Client Space solely for the purpose of (i) installation of the Equipment in the Client Space, (ii) maintaining such Equipment, (iii) operating such Equipment and (iv) removing such Equipment (collectively, the “Permitted Uses”). Unless otherwise agreed by Spectrum Enterprise in writing, Client shall perform the Permitted Uses at its sole cost and expense.

C. Equipment Installation

Client will ensure that its officers, employees, technicians, agents, representatives, subcontractors and visitors who are involved in the installation and maintenance of the Equipment, or who are granted access to the Client Space, comply with the Client Policies and Procedures, attached hereto as Exhibit A.

Client agrees to comply with any Spectrum Enterprise policies and procedures relating to the installation of Client-Supplied Equipment. Spectrum Enterprise has the right to reasonably limit the type, size and location of Client-Supplied Equipment located in the Data Center. Additional fees may be required, as agreed to between the parties, for Client installation of any Equipment that significantly differs from any specified in any installation plan agreed with Spectrum Enterprise or that does not fit into the purchased footprint. Client agrees to maintain all Client-Supplied Equipment in proper operating condition and to remove all Client-Supplied Equipment upon expiration or termination of this Agreement. As between the parties, Client is solely responsible to insure all Client-Supplied Equipment. Spectrum Enterprise retains ownership of all Spectrum Enterprise -Supplied Equipment, including, without limitation, all power and signal cabling, ladder racks, cages, cabinets and racks.

3. Base Colocation Services

A. Equipment Cabinets, Racks and Cages

Spectrum Enterprise will provide Data Center floor space and equipment cabinets, racks and/or wire-mesh cages as specified in each individual Service Order. If Client elects to purchase “shared space” (as indicated on a Service Order), Client acknowledges that Client may be sharing racks and cages with other Spectrum Enterprise clients and agrees that Spectrum Enterprise shall have no liability to Client for any acts or omissions of such other Spectrum Enterprise clients.

B. Power

Cage size is determined in part by the power density and the amount of power purchased by Client. If Client chooses to add power circuits to its environment, Spectrum Enterprise may, in its sole and reasonable discretion, require that Client’s cage be enlarged to accommodate the additional power circuits or that the rate per square foot and quantity of square feet be adjusted to ensure that the maximum recommended wattage density per square foot of the applicable data center, as determined by Spectrum Enterprise in its sole and reasonable discretion, is not exceeded.

Spectrum Enterprise shall exclusively provide any AC or DC power circuits for the Client Space in accordance with the Service Order. It shall be Client’s responsibility to manage the power draw on each circuit and each fuse, and Spectrum Enterprise shall not be liable for any outage or damage to Client-Supplied Equipment or applications should Client exceed the circuit or fuse rating. Client shall use only electric outlets from Spectrum Enterprise -provided power strips. Client-provided power strips used for remote control or other additional functionality must be approved for use in advance by Spectrum Enterprise. Dedicated power circuits are standard for full cabinets. Shared power circuits are standard for half-cabinets and quarter-cabinets. Five power-strip outlets are provided for half-cabinet service, and three power-strip outlets are provided for quarter-cabinet service. Client may purchase additional dedicated power services as required. Client must comply with the Client Policies and Procedures, attached hereto as Exhibit A.

Each Data Center utilizes Uninterruptible Power Supply (“UPS”) systems that receive power from both a local commercial power utility and from standby generators to provide continuous conditioned power to the Data Center’s power-distribution units (“PDUs”). In case of a failure in the commercial power source, the UPS battery system continues to provide conditioned electric power. For extended commercial outages, the generators act as the primary source of power to the UPS system. For PDU redundancy, Client may optionally purchase additional diverse power circuits.

Client shall elect to be charged for power on either (i) a fixed recurring charge (“MRC”) basis or (ii) a metered basis based on Client’s actual usage. Notwithstanding anything to the contrary, whether Client elects to be charged for power on an MRC basis or on a metered basis, Client’s energy charges are subject to increase in the event there is an increase in power charges incurred by Spectrum Enterprise.

C. Environmental Attributes

Spectrum Enterprise will provide and maintain the physical attributes of the Data Center, as set forth below:

  • Computer-room air conditioner units ensure that standard and appropriate ambient temperature thresholds are met. In raised-floor Data Centers, the conditioned air is dispersed through perforated floor tiles, while, in slab-cement-floor Data Centers, the conditioned air is dispersed overhead.
  • Fire-detection and -suppression measures include standard and Very Early Smoke-Detection Apparatus warning and alarm systems; zoned, pre-action, dry-pipe sprinkler systems; and portable fire extinguishers mounted throughout the Data Center.
  • Physical security measures vary by Data Center and may include controlled main-entrance access, closed-circuit digital surveillance cameras, biometric scanning, managed card-key locks and on-premises personnel.

 

D. Access Spectrum Enterprise will provide physical access by Client to the Data Center 24 hours a day, 7 days a week; provided, however, that Spectrum Enterprise reserves the right to restrict Client’s physical access to the Data Center if Client is in breach of any payment obligation set forth in the Master Agreement. To ensure the availability of Spectrum Enterprise personnel to accommodate Client access, Client must provide Spectrum Enterprise with sufficient prior notice of its intent to enter the Client Space. Client agrees to, and shall abide by and honor, all then-current rules and regulations of the Data Center regarding access and security. Spectrum Enterprise retains the right to access the Client Space at any time and for any reason, including, without limitation, to perform maintenance and repairs, to inspect Equipment, to measure power draw and to perform contracted Colocation Services.

4. Optional Services

Upon Client request, Spectrum Enterprise technicians are available to perform various “Remote Hands” technical tasks on Client-Supplied Equipment. Typical activities provided by the Remote Hands services include, without limitation, rebooting or power-cycling Client-Supplied Equipment, testing or swapping defective cables, directed keystrokes on Client-supplied KVM, visual reporting on status indicators, reseating or replacement of modular equipment and modem connections for remote access.

Prepaid Remote Hands services are purchased in monthly blocks of time. Requests for Remote Hands services that are not prepaid are available; however, they require a signed Service Order and will not receive prioritized response from the operations team. In addition, if Client requests Remote Hands services that exceed the services for which Client has prepaid or which are set forth in a Service Order, Spectrum Enterprise may provide such services in its discretion and shall have the right to charge Client for the same. All Remote Hands time will be billed in fifteen (15) minutes.

Although Spectrum Enterprise technicians are skilled in troubleshooting and repairing a variety of equipment, prior knowledge of, or training on, a particular system utilized by Client cannot be guaranteed. Spectrum Enterprise shall not be liable for any losses or damages due to any failure of the Equipment or for any loss of data or damages resulting from Remote Hands service. Remote Hands services do not include the usage of specialized tools or equipment, physical labor or Spectrum Enterprise Equipment.

5. Conflicts; Modification

In the event of a conflict between the terms of this Colocation Addendum and the Terms and Conditions, the terms of this Colocation Addendum shall control but only with respect to the Colocation Service. Spectrum Enterprise may change this Colocation Addendum by amending the on-line version of this Colocation Addendum. Use by Client and/or its End Users of the Colocation Service after such amendments shall constitute Client’s acceptance of such change(s) and agreement to be bound by this Colocation Addendum as so revised.

 

 

EXHIBIT A

CLIENT POLICIES AND PROCEDURES

Client will assure that its officers, employees, technicians, agents, representatives, subcontractors and visitors who are granted access to the Data Center comply with the policies and procedures set forth in this Exhibit A, all local building and facility policies and all laws, orders and regulations of all governmental bodies having jurisdiction over the Data Center or Client’s activities. Client will be responsible for any damages caused by its officers, employees, technicians, agents, representatives, subcontractors and visitors.

GENERAL RULES AND REGULATIONS

CLIENT-SUPPLIED EQUIPMENT

Equipment Delivery and Storage

Spectrum Enterprise will accept delivery of and store Client-Supplied Equipment in accordance with the guidelines set forth below. Due to limited storage space in each Data Center, Spectrum Enterprise, in its sole discretion, has the right to deny or limit the amount of storage space and storage time to clients.

Delivery Scheduling

Due to individual building requirements at each site, all Client deliveries must be scheduled in advance with Spectrum Enterprise in accordance with Spectrum Enterprise’ standard procedures at the applicable Data Center. If Spectrum Enterprise has not been notified in advance of Equipment arrival, Spectrum Enterprise reserves the right to deny acceptance of such delivery.

When scheduling the delivery of Equipment, Client must describe the Equipment being delivered to Spectrum Enterprise. Spectrum Enterprise can accept containers up to 50 pounds. For deliveries over 50 pounds, either the items must be shipped on a pallet via a lift-gate truck or Client must specify “Inside Delivery” service to the shipper, thereby making the shipper responsible for placing the Equipment inside the facility in a location specified by Spectrum Enterprise. If a freight elevator is required for the delivery of the Equipment, Client shall be responsible for any applicable charges imposed by the landlord or building manager.

Third-Party Equipment Delivery

If Client-Supplied Equipment is delivered by a third party, Spectrum Enterprise facility personnel will receive it on behalf of Client, provided that Client scheduled the delivery with Spectrum Enterprise as described above. Any such delivery must include detailed packing and shipping information which clearly identifies the Client to whom such Equipment is to be provided and other information as reasonably requested by Spectrum Enterprise.

Client shall prepay all Equipment shipments, freight, packages, etc. Spectrum Enterprise will not accept shipments that require any payment whatsoever. Client is responsible for all shipping and freight claims. Upon receipt of Client-Supplied Equipment, Spectrum Enterprise will provide the following:

  • Verify that the shipment is for the correct colocation facility.
  • Conduct a thorough visual inspection of the external packaging for possible damage.
  • Inventory all boxes and verify that the carton count matches shipping receipt.
  • Place the Equipment in the Client Space or store the Equipment in a secured area until the Client Space is ready or available in accordance with Spectrum Enterprise’ Equipment-storage policy.
  • Notify Client of receipt of all shipments and damages or shortages, if any.

In the event of damaged external packaging, Spectrum Enterprise will accept the Equipment and indicate “damaged shipment/freight” on the shipping receipt and request the delivery driver to countersign acknowledging delivery of “damaged shipment/freight.”

In the event of a discrepancy, Spectrum Enterprise will accept the shipment and indicate “short shipment/freight” on the shipping receipt and request the delivery driver to countersign acknowledging delivery of “short shipment/freight.”

Storage

If Client-Supplied Equipment can be safely locked in the Client Space, no storage charges will apply. However, once the initial Client build has been completed, no spare equipment can be stored in cardboard boxes within the confines of the Client Space or any other portion of the Data Center’s floor. If there is not enough storage area in the Client Space, Spectrum Enterprise will store Client-Supplied Equipment in a designated and secure storage area if there is space to do so, at the sole discretion of the site operations manager. Client will have 15 days in which to retrieve its Equipment from the storage area from the date the Equipment was delivered, after which storage fees will apply.

All Equipment left in Spectrum Enterprise storage areas for more than 45 days will be shipped to a Client-specified location at Client’s sole cost and expense. Spectrum Enterprise is not responsible for loss or damage to Client-Supplied Equipment stored in Spectrum Enterprise facilities or in transit if returned to Client.

Inventory of Equipment

As a means for providing a secure environment for Client-Supplied Equipment located in Spectrum Enterprise Data Center facilities and to clearly distinguish and segregate the Equipment of its respective clients, Spectrum Enterprise requires an inventory of Client-Supplied Equipment upon execution of a Service Order for Colocation Services. Upon receipt or installation of Client-Supplied Equipment, Spectrum Enterprise also reserves the right to affix “Client-Owned Equipment” tags to Client-Supplied Equipment. Client is required to notify Spectrum Enterprise of any significant changes in Equipment, including, without limitation, additions, upgrades, reconfigurations and de-installations. Spectrum Enterprise may conduct, upon reasonable advance notice to Client, periodic inventory of Client-Supplied Equipment and Equipment configurations during the term of Client’s Colocation Service.

Installation

Prior to the use of the Client Space, Client shall install, or have Spectrum Enterprise install, within the Client Space an appropriate number of (i) patch panels, (ii) DSX panels for Category 5 twisted pair, coaxial, single and multi-mode fiber or (iii) other appropriate demarcation-point equipment. The appropriate amount of demarcation equipment required by Spectrum Enterprise may be modified from time to time by Spectrum Enterprise in its reasonable discretion. Upon such modification, Client shall install, or have Spectrum Enterprise install, within the Client Space the appropriate amount of demarcation equipment.

Client is solely responsible for any connections, wiring and items inside the Client Space between the demarcation equipment and Client-Supplied Equipment. All wiring, connections, circuitry and utility ports shall be labeled to include appropriate information in accordance with Spectrum Enterprise standard identification procedure. Upon Client’s request, and if Client provides the required information, Spectrum Enterprise shall provide such labels. However, Spectrum Enterprise shall have no liability with respect to such labels, even if Spectrum Enterprise provides them.

All cables, interconnections, demarcation equipment and wiring must be cleanly wrapped and tied together and kept within the applicable cabinet or rack within the Client Space in a manner satisfactory to Spectrum Enterprise. Upon request, Spectrum Enterprise shall assist with cleanly wrapping wiring, interconnection, Client-Supplied Equipment or cables through our Remote Hands services. Client shall not permit any wiring, interconnections, Client’s demarcation equipment connections or cables to enter any other space outside of Client’s Client Space.

Client shall not install any Equipment that cannot be securely affixed or bolted into a cabinet or rack in a manner reasonably acceptable to Spectrum Enterprise. Any and all Equipment that is too large or heavy for a rack or cabinet (including, without limitation, large servers) shall be fastened, securely affixed or bolted directly to the floor by a Spectrum Enterprise technician. Client shall not stack or rest any Equipment on any other Equipment. In addition, nothing that may restrict the airflow through the Spectrum Enterprise facility may be mounted on cage walls.

INFRASTRUCTURE

Security

Data Centers typically are secured with a 24x7x365 main entrance that is manned by Spectrum Enterprise resources in the form of manned personnel or an electronic security system. A closed-circuit-television security system typically is located at entrances. All visitors at the Data Center must sign in and state their affiliation to a Spectrum Enterprise client. Client may not prop open any doors within the Spectrum Enterprise facility. No one may shield his or her face in any manner from the Spectrum Enterprise security system.

Access

Client shall comply with Spectrum Enterprise’s standard access and security procedures at the applicable Data Center, including without limitation by completing Spectrum Enterprise’s “Client Access Authorization Form” and complying with any additional procedures regarding the identification of Client employees or agents authorized by Client to enter a Data Center, including the Client Space, on Client’s behalf. It is Client’s responsibility to keep any such authorized employee and agent information updated at all times by contacting Spectrum Enterprise with any changes.

Client-Sponsored Visitors

Facility tours must be requested at least three (3) business days in advance. All visitors entering the Data Center will be required to sign in on the visitor roster and to present a valid driver’s license or other government-issued form of picture identification.

Power

Power provided will be based solely on accepted Equipment configurations as set forth on any applicable executed Service Order for Colocation Services. Additional power required for Equipment reconfigurations, additions or upgrades must be approved by the site operations manager.

All individual power runs are to be installed and maintained by Spectrum Enterprise only. All Equipment utilized in a Spectrum Enterprise facility must meet the standards of Underwriters Laboratory, Inc. (UL), or a similarly recognized governing board. Any electrical work that requires any contact with any Spectrum Enterprise infrastructure must be performed by Spectrum Enterprise, Spectrum Enterprise-employed contractors or Spectrum Enterprise-approved contractors.

Client may not install any batteries in the Data Center without the prior approval of the site operations manager.

Client must inform Spectrum Enterprise immediately upon discovery of any worn, frayed or cut cables by contacting the Spectrum Enterprise Client Support Center or the site operation manager. No soldering or open flames are allowed in the Data Center.

By code, the load on any AC circuit should not exceed 80% of its maximum rating or exceed 70% on any DC circuit. To insure the safety of the Data Center, there are restrictions on the maximum total power provided to any individual cabinet, rack or cage installed in the facility. For example, no individual cabinet or rack may exceed six kilowatts of power for standard density service, and 12 kilowatts for the high-capacity service. The site operations manager must approve all specific Client power requirements that exceed this threshold.

The standard power-circuit configuration is one primary 20A/120V AC circuit with one Spectrum Enterprise power strip per cabinet or rack. Client must use only outlets from Spectrum Enterprise-provided (or -approved) power strips. Spectrum Enterprise reserves the right to demand the removal of the additional power strips, and Client must remove them immediately on demand.

Redundant AC circuits for fail-over may also be purchased from Spectrum Enterprise. Client must use a redundant circuit for fail-over only and may not use it as a primary power feed. The actual combined power draw on a primary/redundant circuit pair may not exceed 80% of the primary circuit’s maximum draw. If Client’s actual power requirement exceeds 80% of the primary circuit’s maximum draw (for example, 16A on a 20A/120V circuit), Client must purchase additional primary power circuits. Spectrum Enterprise will periodically review Client’s usage of primary and redundant circuits to verify that Client is not overloading the circuit or using redundant circuit as a primary power source. Client will be charged the current monthly fee for a primary circuit for any redundant circuits used as a source of primary power or contributing to actual draw in excess of the primary circuit’s maximum draw.

Spectrum Enterprise may, with 24 hours’ notice, temporarily remove from service any individual DC power feed for maintenance of the power infrastructure.

Use of Data Center and Client Space

Subject to the above security and access requirements, the Data Center will be accessible 24 hours a day, 7 days a week, except in the event of an emergency. Spectrum Enterprise shall use reasonable efforts to provide advance notice to Client regarding material changes to, or suspension of, the hours of operation at the Data Center.

Any common space (such as kitchenettes, conference rooms, restrooms and work areas), if any, available in the Data Center shall be used solely in accordance with the policies and procedures of the applicable Data Center.

Client shall maintain the Client Space in an orderly and clean manner and in good repair and condition, satisfactory to Spectrum Enterprise. Client shall keep the Client Space free of litter, cartons, packing materials or packaging and related items (collectively, “Waste Materials”). Spectrum Enterprise does not provide, and is not responsible for providing, receptacles for Client’s Waste Materials. Client must remove all Waste Materials, and under no circumstances shall Client leave Waste Materials in the Data Center (including the Client Space). With the prior approval of the site operations manager, Client may deposit certain Waste Materials in designated trash receptacles that may be available within the Data Center or outside of the building.

Client shall insure that the Client Space is in compliance with all Occupational Safety and Health Administration (OSHA) standards. Client will be responsible for all damage that may be caused by failure to comply with OSHA standards within the Client Space and under Client’s control.

None of the Client or any of its officers, employees, technicians, agents, representatives, subcontractors or visitors shall eat, drink or smoke within the Data Center, except in areas designated by Spectrum Enterprise or the building management.

None of the Client or any of its officers, employees, technicians, agents, representatives, subcontractors or visitors shall bring any weapons—including guns, knives or mace—alcohol or drugs within the Data Center or the building.

Unless specifically approved by the site operations manager and accompanied by the site operations manager, none of the Client or any of its officers, employees, technicians, agents, representatives, subcontractors or visitors shall photograph or film any areas in the Data Center or the entrances to the Data Center. Client and its officers, employees, technicians, agents, representatives, subcontractors and visitors shall behave in a courteous and professional manner at all times while in a Data Center.

None of the Client or any of its officers, employees, technicians, agents, representatives, subcontractors or visitors shall touch, access, tamper or interfere with another client’s space or Equipment without such client’s written authorization, even if Client owns Equipment within another Spectrum Enterprise client’s space.

None of the Client or any of its officers, employees, technicians, agents, representatives, subcontractors or visitors shall loiter or solicit within the Data Center, shall do or permit anything to be done in, on or about the Data Center that might constitute a private or public nuisance or waste; or shall make any alterations, additions or improvements to the Client Space without the prior written consent of Spectrum Enterprise, which shall be in Spectrum Enterprise’s sole discretion.

None of the Client or any of its officers, employees, technicians, agents, representatives, subcontractors or visitors shall, or shall permit others to, (i) fail to maintain a suitable environment as specified by Spectrum Enterprise, (ii) alter, tamper with, adjust or repair any Equipment or property of Spectrum Enterprise or any other property (other than its own Equipment inside the Client Space) located within the colocation facility or the building, (iii) abuse or fraudulently access the building or the colocation facility to obtain, or attempt to obtain, service by any means or device with intent to avoid payment, (iv) gain unauthorized access, alter or destroy any information of Spectrum Enterprise or any other client of Spectrum Enterprise by any means or device, (v) use any Equipment in violation of the law or in aid of any unlawful act, (vi) use any Equipment in a manner that (x) interferes with the use of the telecommunications network operated by Spectrum Enterprise, its other clients or its authorized users or (y) in the opinion of Spectrum Enterprise, is not in accordance with its generally accepted standards of telecommunications access and use or (vii) attempt to do any of the foregoing or permit others to so attempt. Client shall inform Spectrum Enterprise technicians immediately of any unsafe facility conditions of which Client is aware (e.g., loose ladder racks, slick floors or electrical issues).

Each cage and cabinet in Spectrum Enterprise facilities is designed or partitioned to provide colocation for an individual client. Spectrum Enterprise does not allow more than one client per cage or cabinet partition in any Data Center.

Client agrees to safely configure, operate and maintain Equipment in the Client Space, including by appropriate engineering and designing equipment systems in adherence to manufacturer specifications. Failure to comply with these safety measures can result in an order to remedy or shut down unsafe Equipment.

When and where available, and with the prior approval of the site operations manager, cubicle work stations may be utilized on a first-come, first-served basis and must be vacated and cleaned daily. Client may not leave Equipment in the work area without a Client technician present.

Spectrum Enterprise maintains the confidentiality of Client’s identity within the Data Center, including, without limitation, the location of Client-Supplied Equipment. Client may not post any signage in the Spectrum Enterprise facilities, including Client cages or cabinets. Client may, at Client’s sole discretion and with appropriate Spectrum Enterprise advance written approval, have its name displayed on Spectrum Enterprise standard client signage within the Data Center.