Exhibit 10.8


 




 





 


 






 


INTERCONNECTION FACILITIES LICENSE AGREEMENT


 






 


COLO
PROPERTIES ATLANTA, LLC


 


“LICENSOR”


 


AND


 


SECURITY ASSOCIATES INTERNATIONAL, INC.


 


“LICENSEE” OR “CUSTOMER”


 






 


 


	
  Premises:

  	
  1st Floor

  
	
   

  	
  56
  Marietta Street

  
	
   

  	
  Atlanta, Georgia

  
	
   

  	
   

  
	
  Dated:

  	
  May 14,
  2007

  



 




 





 

















 


INTERCONNECTION FACILITIES LICENSE AGREEMENT REFERENCE PAGE


 


	
  BUILDING:

  	
   

  	
  56
  Marietta Street

  
	
   

  	
   

  	
  Atlanta,
  GA 30303

  
	
   

  	
   

  	
   

  
	
  LICENSOR:

  	
   

  	
  LICENSEE:

  
	
  Colo
  Properties Atlanta, LLC.

  	
   

  	
  Security
  Associates International, Inc.

  
	
  c/o
  The telx Group, Inc

  	
   

  	
  2101
  S. Arlington Heights Road

  
	
  17
  State Street, 33rd floor

  	
   

  	
  Arlington
  Heights, IL 60005

  
	
  New
  York, NY 10004

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LICENSE
  EFFECTIVE DATE:

  	
   

  	
  June 1,
  2007

  
	
   

  	
   

  	
   

  
	
  LICENSED
  AREA:

  	
   

  	
  225
  square foot cage, as further depicted on

  
	
   

  	
   

  	
  Exhibit A.

  
	
   

  	
   

  	
   

  
	
  COMMENCEMENT
  DATE:

  	
   

  	
  The
  sooner to occur of June 1, 2007 or Customer installation.

  
	
   

  	
   

  	
   

  
	
  TERMINATION
  DATE:

  	
   

  	
  May 31,
  2012

  
	
   

  	
   

  	
   

  
	
  TERM
  OF LICENSE:

  	
   

  	
  5
  years beginning on the Commencement Date and ending on the Termination Date
  (unless sooner terminated pursuant to the Lease).

  
	
   

  	
   

  	
   

  
	
  INTIAL
  ANNUAL LICENSE FEE:

  	
   

  	
  $106,233.00

  
	
   

  	
   

  	
   

  
	
  ANNUAL
  INCREASE:

  	
   

  	
  5%

  
	
   

  	
   

  	
   

  
	
  INITIAL
  MONTHLY INSTALLMENT OF

  	
   

  	
   

  
	
  ANNUAL
  LICENSE FEE:

  	
   

  	
  $8,852.75

  
	
   

  	
   

  	
   

  
	
  INITIAL
  PAYMENT DUE UPON SIGNING:

  	
   

  	
  $33,955.96
  ($8,852.75 - First Month’s Payment; $8,852.75 - Security Deposit; $16,250.46
  - Installation Fees & Taxes)

  
	
   

  	
   

  	
   

  
	
  LICENSEES
  PRORATA SHARE:

  	
   

  	
  225/129,500
  = 0.17%, for the purpose of computing Taxes and Maintenance Expenses. To the
  extent the rentable area of the Building varies from the denominator set
  forth in the Tenant’s Proportionate Share formula, Landlord reserves the
  right to change such number (with notice to tenant) and Tenant’s
  Proportionate Share will change accordingly.

  
	
   

  	
   

  	
   

  
	
  ASSIGNMENT/SUBLICENSING
  FEE:

  	
   

  	
  $1,500.00,
  if applicable.

  
	
   

  	
   

  	
   

  
	
  AGENT
  DUE COMMISSION:

  	
   

  	
  Chris
  West

  



 


The
Reference Page information is incorporated into and made a part of the
Agreement.  In the event of any conflict
between any Reference Page information and the Agreement, the Agreement
shall control.  This Agreement includes
Exhibits A through D, all of which are made a part of this Lease.


 


	
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INTERCONNECTION FACILITIES LICENSE AGREEMENT


 


This
INTERCONNECTION FACILITIES LICENSE AGREEMENT
(“Agreement”) is made and entered into as of May 14, 2007 (“Effective
Date”) by and between COLO PROPERTIES ATLANTA,
LLC., a Delaware Limited Liability Company (hereinafter “Licensor”),
with its corporate headquarters at 17 State Street, 33rd Floor New York, NY 10004, and SECURITY ASSOCIATES INTERNATIONAL, INC., a Delaware
corporation, (hereinafter “Customer”), with its corporate headquarters
located at 2101 S. Arlington Heights Road, Arlington Heights, IL 60005.


 


Introductory


 


(a)                               Licensor owns
that certain commercial building commonly known as 56 Marietta Street, Atlanta,
Georgia, USA and operates an Interconnection Facility therein known as the
Meet-Me-Room (collectively described herein as the “Premises”), for
the placement, operation and interconnection of communications and information
technology equipment.


 


(b)                              Customer has requested
that Licensor allow it access to a portion of the Premises for the purposes of
locating certain communications and information technology equipment, cabling
and other related activities in such designated portion of the Premises, as
identified on Exhibit A (the “Licensed
Area”).


 


(c)                               Licensor is
willing to provide specified services to Customer in the form of (i) a
grant to Customer of a revocable license for the non-exclusive access to and
use of the Licensed Area;  (ii) non-exclusive
access to the Premises for ingress and egress to and from the Licensed
Area;  (iii) the provision of other
specified support services, all on the terms and conditions set forth herein,
on the Master Service Order (“MSO”, attached as Exhibit B) and as
may be supplemented or modified by Customer Service Orders (“CSO”).


 


NOW, THEREFORE, in consideration of the mutual covenants,
promises and conditions set forth in this Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
Licensor and Customer, intending to be legally bound, agree as follows:


 


1.                                    Grant
of License; General Terms of Use


1.1                                  License
Grant.  Licensor hereby grants to
Customer, on the terms and subject to the conditions set forth in this
Agreement, a revocable non-exclusive license (the “License”) for access
to and use of the Licensed Area for the installation and operation of
customer-provided communications and information technology equipment and
cabling (the “Equipment”). Notwithstanding the foregoing, Customer
acknowledges that other customers and tenants of the Premises will be using the
Meet-Me-Room and some of the Meet-Me-Room facilities; and that
Licensor reserves the right to install and maintain conduits, cables and wiring
along and adjacent to the ceiling above the Licensed Area and, in the case of
raised flooring, the floor below the Licensed Area.


 


1.2                                  Access to Premises and Licensed
Area.  During the period of
existence of the License, provided that Customer shall not be in material breach
or default hereunder and is otherwise current in payments of all fees and
charges then due Licensor, those individuals specifically identified by name on
Exhibit C attached hereto and
incorporated herein by this reference (the “Permitted Access List”) shall
have access to the Licensed Area twenty-four (24) hours per day, seven (7) days
per week. The persons on the Permitted Access List (the “Authorized
Personnel”) shall be employees, agents, or contractors of Customer (and if
contractors they must be approved in advance by Licensor, such approval not to
be unreasonably withheld, conditioned or delayed).  The Authorized Personnel may enter the
Premises only for purposes of ingress to and egress from the Licensed Area to
perform work or services permitted by this Agreement.  No representatives, agents, employees or
invitees of Customer other than the Authorized Personnel shall have the right
to enter the Premises.  Authorized Personnel
must carry a photo-identification credential for presentation to Licensor or
Licensor’s agents, employees or representatives when entering the
Premises.  Upon written notice to
Licensor, Customer may amend the Permitted Access List; provided, however, in
no event may the Permitted Access List identify more than five (5) individuals.  In no event shall Customer or any agent,
representative, contractor or invitee of Customer, including without
limitation, Authorized Personnel, have the right to access any portion of the
Premises, other than those corridors, hallways, 


 


	
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doorways
and elevators designated by Licensor for access to the Licensed Area.   Notwithstanding the foregoing, Licensor
shall have the right to refuse access to the Premises and Licensed Area to
anyone in its reasonable sole discretion if it determines that such person
presents a hazard or security threat to Licensor or its other Customers.


 


1.3                                  Equipment-Installation/Removal.   Any delivery, installation,
replacement or removal work with respect to Customer’s Equipment shall be
subject to review and approval by Licensor. Customer may be required to utilize
certain suppliers or contractors which have been previously identified by the
Licensor as authorized to perform work on the Premises.  As a condition to granting or continuing the
License, Licensor may, from time to time, request information from Customer
regarding its Equipment, systems, proposed rack/cabinet layout and
interconnections/cross-connect diagrams, suppliers or contractors and may
require scheduling changes and substitution of suppliers and contractors as
conditions of its approval, all of which may be set forth in the Customer or
Master Service Order.  Approval by
Licensor is not an endorsement of Customer’s supplier or contractor, and
Customer will remain solely responsible for the selection of the supplier or
contractor and all payments for construction work. Customer shall not make, or
cause to be made, any construction changes or material alterations to the interior
or exterior portions of the Premises or Licensed Area, including any cabling or
power supplies for the Equipment, without obtaining Licensor’s written approval
for Customer to have the work performed and otherwise complying with the terms
of this Agreement; or have Licensor perform the work.  Licensor reserves the right to perform and
manage any construction or material alterations within the Premises or Licensed
Area at commonly reasonable rates. Customer agrees that, upon the expiration or
termination of the License, Customer (or, at Licensor’s election, the
contractor designated by Licensor) shall promptly remove, at Customer’s sole
cost and expense, all cable, wiring, connecting lines, and other installations,
equipment or property installed or placed by or for Customer in the Premises
(except the Meet Me Area, which shall be removed by Licensor), and restore
those portions of the Premises damaged by such removal to their condition
immediately prior to the installation or placement of such items.  If Customer fails to promptly remove all such
items pursuant to this Section 1.3, or if Licensor elects to have such
work performed by Licensor’s contractor, Licensor may remove such items and
restore those portions of the Premises damaged by such removal to their
condition immediately prior to the installation or placement of such items, in
which case Customer agrees promptly to pay Licensor’s reasonable costs of
removal and restoration.


 


1.4                           Cross-Connections.  Only upon the prior express written consent
of Licensor may Customer cross-connect its Equipment with equipment or services
of any other Customer or Tenant of Licensor, including any
sub-Tenant/sub-licensee within the Premises. 
Failure to obtain the prior written consent of Licensor shall constitute
a material breach of this Agreement and Licensor may pursue any legal or
equitable remedy available to it, including immediate removal of such
impermissible cross-connects and/or the immediate termination or suspension of
the License granted by this Agreement without any liability.  All installation and other work relating to
the establishment of cross-connections with any party for which Licensor gives
explicit written permission shall be established under the control and
direction of Licensor and shall be carried out in the Meet-Me-Area, as depicted
on Exhibit A.


 


1.5                               Licensed
Area Relocation.  Licensor
shall not arbitrarily or discriminatorily require Customer to relocate the
Equipment to a relocated Licensed Area; however, Licensor shall have the right
to relocate the License Area within the Premises upon thirty (30) days advance
written notice to Customer or, in the event of an emergency, as determined by
Licensor in its sole discretion, with such notice as Licensor may deem
reasonable under the circumstances.


 


1.6                               Compliance
with Laws, Facility Rules & Regulations.  Each party, at such party’s
sole cost and expense, shall comply with (a) all laws, ordinances, orders,
rules and regulations of state, federal, municipal or other agencies or
bodies having jurisdiction relating to its specific use or manner of use or
ownership, as applicable of the Premises, and (b) all industry standards,
practices and procedures.  Customer’s use
of the Licensed Area, installation of Equipment and access to the Premises shall
at all times be subject to and conditioned upon the Facility Rules and
Safety Specifications for the Premises and Licensed Area (“Facility Rules”)
annexed hereto as Exhibit D
and as may be posted at the Premises. 
Such Facility Rules may be amended or updated from time to time
with reasonable notice to Customer.


 


	
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1.7                               Inspections.  Licensor may conduct
inspections of the Equipment and Licensed Area as Licensor deems necessary or
appropriate.  For routine inspections,
Licensor will attempt to give Customer reasonable notice of such inspection,
but under no circumstances will Licensor be required to notify Customer or
obtain Customer’s consent before entering the Licensed Area.


 


2.0                              Commencement
Procedures;  Fees and Charges; Security
Deposit.


2.1                              Commencement
Procedures.  The following
procedures apply to the Customer in connection with the initial set-up and
installation of the Equipment provided for in this Agreement and the related
Master Service Order.  Customer,
subject to the terms and conditions of this Agreement and the MSO, shall be
permitted  to commence occupying the Licensed
Area, provided the Customer has returned to Licensor: 1) the executed MSO, 2)
first month’s Recurring Fee, 3) Security Deposit Amount, 4) executed Agreement,
5) executed Facility Rules, 6) acceptable certificate of insurance (as required
by Section 10 hereof), and 7) such other information and documents
as are required by this Agreement and the MSO.  In the event the Customer has not
completed (or reached, in the sole reasonable determination of Licensor
substantial completion of) occupancy of the Licensed Area within thirty (30)
days following the Effective Date (or such other date as may be designated in
the MSO as the “Start Date”), then Licensor may, in its sole discretion either (i) require
of Customer additional assurances as to a projected occupancy date (which
reasonable assurances may include Customer providing Licensor an additional
amount of Security Deposit), (ii) designate another Licensed Area for the
Customer, or (iii) elect by written notice to the Customer to revoke the
applicable License, and thereby Customer shall be required to promptly vacate
the originally designated Licensed Area, at Customer’s expense.


 


2.2                              Recurring
and Non-Recurring Fees and Charges.  Customer shall pay Licensor in advance
monthly recurring fees (the “Recurring Fees”) which shall include,
without limitation: charges for use and occupancy of the Licensed Area (the “License
Fees”) and Recurring Additional Power Charges (as defined below), if
applicable, all as quantified in the MSO. In addition to any Recurring Fees,
Customer shall be charged “Non-Recurring Fees” for build-out (if any) of the
Licensed Area in connection with any Customer-requested improvements or special
construction within the License Area, any cross-connect and/or rack
installation, labor and material charges for maintenance and Technical
Services, and any Non-Recurring Power Charges (defined below) as applicable,
all as set forth in the relevant MSO or CSO. 
Additionally, Customer will be charged for the use of the technical
support team at the hourly rate, and in such increments, that are in effect at
the time of the provision of service.  In
addition to the fees described above, Customer agrees to reimburse Licensor,
within 30 days after billing, for Customer’s prorata share, as reasonably
calculated by Licensor, of any reasonable out of pocket costs incurred by
Licensor for maintenance and repair of the Premises and of any governmental
fees, taxes, tariffs, or other charges imposed on Licensor due to the
installation, operation, maintenance, use or licensing of the Premises to
Customer including but not limited to any City business taxes or like charges.
All of the foregoing fees are sometimes referred to herein as “Fees and Charges”.  All Customer payments of Fees and Charges
shall be made without setoff against any claims or obligations which may arise
between Customer and Licensor under any other agreement or other contractual
arrangement.


 


2.3                              Taxes. Customer
agrees to pay or reimburse Licensor for any applicable taxes including those
levied based on the transactions hereunder, excluding only taxes on Licensor’s
income. Any such tax shall be invoiced and payable in accordance with the
payment terms of this Agreement. 
Licensor agrees to provide Customer with reasonable documentation to
support invoiced amounts for taxes within thirty (30) calendar days of receipt
of Customer’s written request.


 


2.4                               Invoices.  All payments from Customer for Recurring Fees
shall be due and payable on the first of the calendar month to which such
invoice relates (“Payment Date”). 
Any payments that remain unpaid five (5) days after the Payment
Date (“Late Fee Date”) shall be subject to a late fee equal to 10% of
the payment amount. Invoices for Non-Recurring Fees shall be sent to Customer
at the address indicated in the invoice and shall contain agreed-upon payment
terms.  All amounts are due in US dollars
and all fees associated with the transfer or collection of funds shall be the
responsibility of the Customer


 


	
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2.5                               Adjustment
of Fees and Charges.  Except as may
be provided in the MSO or applicable CSO, all Recurring Fees shall be subject
to an annual increase of five percent (5%). Non-Recurring Fees and Additional
Power Charges shall be subject to change upon thirty (30) days’ prior written
notice to Customer.


 


2.6                               Security
Deposit.  Upon the signing and
delivery of this Agreement to Licensor, Customer shall deposit with Licensor as
security for performance of Customer’s obligations hereunder, cash, in an
amount equal to (a) one month’s projected Recurring Fees and (b) such
other amounts as may be specified in the MSO (the “Security Deposit”).  Licensor shall not be required to maintain
the Security Deposit in a separate account, and except as may be required by
law, Customer shall not be entitled to interest on the Security Deposit.  In the event that Licensor shall transfer all
or any part of its interest in the Premises, Licensor may transfer the Security
Deposit to such transferee and shall thereupon be released by Customer from any
and all liability for the return of the Security Deposit and Customer agrees
thereafter to look only to such transferee for the return of the Security
Deposit. If Customer fails to pay any amount when due hereunder, then Licensor
may draw upon the Security Deposit in the amount of the payment due but not
made.  If Customer’s actual Recurring
Fees increase or Customer’s required monthly payments are received more than
five (5) days after the Payment Date for two (2) consecutive months,
Licensor, in addition to its other remedies hereunder, shall be entitled at its
sole discretion to increase the required Security Deposit and require, by
written notice, that the Customer provide such additional amount.  Within three (3) business days after
receipt of written notice of any deficiency in the amount of the Security
Deposit (either due to withdrawals by Licensor or an increase in the required
amount), Customer shall deposit with Licensor cash in an amount sufficient to
restore the Security Deposit to its original or required increased amount.  Customer’s failure to do so shall constitute
a material breach hereunder.  Within
forty-five (45) days after the later of (i) the expiration or earlier
termination of the Agreement, or (ii) Customer’s vacating the Premises,
and provided no default exists hereunder, Licensor shall return the Security
Deposit less any portion thereof as Licensor shall have used to satisfy
Customer’s obligations under this Agreement.


 


2.7                               Right
of First Refusal.  Licensor
hereby grants Customer a right of first refusal to license the Expansion Space
(as defined on Exhibit A).  Prior to
Licensor offering to license all or part of the Expansion Space to a third
party, Licensor shall first give Customer prior written notice of such desire
and the terms and other information under which Licensor intends to license the
Expansion Space.  Customer shall have the
option, which may be exercised by written notice to Licensor at any time within
ten (10) days after Customer’s receipt of Licensor’s notice, to agree to
lease the Expansion Space on the terms and condition specified in the
notice.  In the event Customer agrees to
license the Expansion Space, Licensor shall lease the Expansion Space to
Customer in accordance with the notice. In the event Customer fails to exercise
Customer’s option within said ten (10) days, Licensor shall have ninety
(90) days thereafter to license the Expansion Space.  In the event the Licensor fails to license
the Expansion Space to a third party within said ninety (90) day period or in
the event the Licensor proposes to license the Expansion Space to a third party
on materially more favorable terms than those proposed to Customer, Licensor
shall be required to resubmit such offer to Customer pursuant to the above
notice requirements.


 


3.                                    Term.  The License granted pursuant
to this Agreement for use of a Licensed Area shall be for a term of five (5) years,
commencing on the Effective Date (the “Initial Term”), and shall be
subject to the option set forth below and thereafter (or in the event such
option is not exercised) automatically renew for successive one year terms
(each, a “Renewal Term”), in each such case subject to earlier
termination or revocation for cause, as provided herein.  Customer shall have an option to renew the
License granted pursuant to this Agreement for a period of five (5) years
upon expiration of the Initial Term.  In
the event Customer elects to exercise such option, Customer must deliver
written notice thereof to Licensor no less than one hundred twenty (120) days
prior to expiration of the Initial Term and such five year period shall be
considered the first Renewal Term.  For
the purposes of this Agreement, “Term” shall refer to the Initial Term
or any Renewal Term, as applicable. 
During the Initial Term, Customer may effect elective termination or
revocation of the associated License(s) upon one hundred twenty (120) days
prior written notice.  Any such elective
termination shall require Customer to pay, by way of liquidated damages and not
a penalty, the aggregate monthly Recurring Fees otherwise due for the remainder
of the Initial Term (Licensor and Customer agreeing that Licensor’s actual
damages in such event are impossible to ascertain and that the 


 


	
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amount set forth above is a reasonable estimate
thereof).  Following the Initial Term,
either party may effect elective termination of any License, effective as of
the expiration of the Initial Term or any Renewal Term, without payment of any
special termination fees, upon one hundred twenty (120) days prior written
notice to the non-terminating party.


 


4.           Interconnection Facility Services.


4.1        Licensor Services.  The following services are provided
by Licensor to Customer in addition to specific services described in any MSO
or CSO (collectively, “Interconnection Facility Services”).  Provided that the License granted hereby has
not otherwise been terminated, revoked or suspended, and provided further that
Customer is not in material breach or default in the performance of any of its
obligations under this Agreement, and is otherwise current in fulfilling its
payment obligations under this Agreement:


 


a.               Access. 
Licensor shall provide Customer access to the Premises and Licensed Area
consistent with Section 1.2 of this Agreement.  Owner shall
supply Tenant with five (5) swipe cards for the card key access
system.  Tenant may obtain additional swipe cards a fee of $25/per
additional swipe card.


 


b.              Power. 
Licensor shall provide DC power and/or AC power to the Licensed Area as per the
allotment specified in the MSO or applicable CSO (the “Allotted Power”). 
Power requirements in excess of the Allotted Power will be provided, subject to
availability, for additional one-time (“Non-Recurring Power Charges”) and
recurring charges (“Recurring Additional Power Charges”), as set forth
in the CSO. Licensor shall be responsible for repairing and maintaining the
electrical system of the Premises and shall provide a generator to back up the
power supply. Licensor makes no representation or warranty with respect to the
generator and shall be responsible for repairing and maintaining the generator
and for supplying fuel to the generator.


 


c.               Facility
Maintenance Services.  Licensor shall maintain the Premises (but
shall not have an obligation to maintain the Licensed Area) and shall provide
maintenance services in a professional workmanlike manner consistent with
telecommunications industry standards.


 


d.              Interconnection/Cross-Connect
Services.  Licensor shall provide interconnection and
cross-connect services (“Interconnection Services”) to facilitate
Customer needs of connectivity to other customers and carriers within the
Meet-Me-Room and Building, all at the pricing and rates provided in the
applicable CSO.  Unless otherwise agreed to by Licensor, all
Interconnection Services shall be performed in the Meet-Me-Area.  In the
event a conduit build is required, the terms and conditions for any conduit
build-outs extending connectivity to termination points outside of the Premises
or the Meet-Me-Area (e.g. to other carriers within the Building not in the
Meet-Me-Area) shall be on mutually agreed terms and shall be set forth on the
CSO.


 


e.               Air
Conditioning.  Licensor shall provide air conditioning service
to the Premises consistent with telecommunications industry standards and shall
be responsible for repairing and maintaining the air conditioning equipment.


 


f.                 Fire
Suppression.  Licensor shall supply a dry pipe pre-action
system for the Premises and shall be responsible for repairing and maintaining
the dry pipe pre-action system in compliance with telecommunications industry
standards.


 


g.              Lighting.  Licensor
shall provide common over head lighting for the Premises and shall be
responsible for repairing and maintaining the common over head lighting system.


 


5.                                     Customer
Breach of Agreement; Revocation of License.     If (a) any payment due from
Customer to Licensor on account of any amounts due under this Agreement,
including late fees and any other charges, is not received by Licensor within
five (5) days following the Payment Date; (b) Customer is in material
breach of this Agreement, and such violation continues unremedied for ten (10) days
after notice of such breach is provided by Licensor; or (c) Customer is in
material breach of any other agreement between Licensor (or any of its
affiliate companies) and Customer; then in each such case Licensor shall have
the right (without limitation of any other remedies hereunder or under
applicable law or in equity) in its sole 


 


	
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discretion,
upon written notice (“Default Notice”), to revoke or suspend (in whole
or in part) the revocable License granted hereby.


 


In addition to the foregoing, and without limiting
any other remedies of Licensor hereunder, or under applicable law or in equity,
in the event of Customer’s failure to cure any non-payment of fees and/or
charges described in the related Default Notice (“Payment Default Notice”),
then Licensor shall be entitled to immediately or at any time thereafter
terminate this Agreement, and this Agreement shall be deemed to have been
terminated upon receipt by Customer of written notice of such termination.  Upon such termination, Licensor shall be
entitled to recover from Customer all damages Licensor may suffer by reason of
such termination, all arrearages in Fees and Charges and other costs, charges,
assessments, and reimbursements, the cost (including, without limitation, court
costs and attorneys’ fees) of recovering possession of the Premises, and, in
addition thereto, Licensor may declare to be due and payable immediately, the
then present value (calculated with a discount factor of three percent 3% per
annum) of the entire amount of Fees and Charges and other charges and
assessments which in Licensor’s reasonable determination would become due and
payable during the remainder of the Term (in the absence of the termination of
this Agreement).   Upon the acceleration
of such amounts, Customer agrees to pay the same at once, in addition to all
Fees and Charges, costs, charges, assessments, and reimbursements theretofore
due; provided, however, that such payment shall not constitute a penalty or
forfeiture, but shall constitute liquidated damages for Customer’s failure to
comply with the terms and provisions of this Agreement (Licensor and Customer
agreeing that Licensor’s actual damages in such event are impossible to
ascertain and that the amount set forth above is a reasonable estimate
thereof).


 


In addition to the foregoing, and without limiting any other remedies
of Licensor hereunder, or under applicable law or in equity, in the event of
Customer’s failure to cure any non-payment of fees and/or charges described in
the related Payment Default Notice, then Licensor shall be entitled to prevent
and otherwise take all commercially reasonable steps to restrict Customer’s
access to and/or removal of any Equipment from the affected Licensed Area (“Customer
Equipment Retention”).  Customer
Monthly Recurring Fees (including Additional Power Charges, to extent provision
of Electrical Power has not been suspended) shall continue to accrue and be
payable by Customer, notwithstanding Licensor exercise of available remedies
set forth in this Section 5. 
Licensor’s right to Customer Equipment Retention shall continue until
such time as Customer shall have paid in full all fees and charges due Licensor
under this Agreement.  In the event
Customer fails to pay in full all amounts due, and has not responded to the
Payment Default Notices within one hundred twenty (120) days of delivery
thereof, Licensor shall be entitled, in connection with any Customer Equipment
Retention, to treat such Equipment as having been abandoned, and Licensor shall
be entitled to retain ownership and possession of, and otherwise sell, transfer
and/or dispose of said Equipment, consistent with applicable law.


 


6.                                    Eminent
Domain.   In the event of a taking by eminent domain
of all or any portion of the Premises so as to prevent, in Licensor’s sole
reasonable judgment, the utilization by Customer of the Licensed Area, the
License shall terminate as of the date of such taking or conveyance with
respect to the Licensed Area which is affected by such taking or conveyance,
and the Recurring Fees to be paid by Customer shall be adjusted
accordingly.  Customer shall have no
claim against Licensor for the value of the unexpired Term of this Agreement or
the applicable MSO or CSO affected thereby (or any portion thereof) or any
claim or right to any portion of the amount that might be awarded to the
landlord of the Premises or Licensor as a result of any such payment for
condemnation or damages.


 


7.                                    Damage
to Premises.  If the Premises
are damaged by fire or other casualty, Licensor shall give notice to Customer
of such damage as quickly as practicable under the circumstances.   Licensor and Customer shall each have the
option to terminate the License due to damage or destruction of the Premises
and the License shall terminate as of the date of such exercise or decision as
to the affected Licensed Area, and the Recurring Fees to be paid by Customer
shall be adjusted accordingly.  If
Licensor and Customer do not exercise the right to terminate, then Licensor
shall restore the building and the Premises, to substantially the same
condition it was in prior to the damage, completing the same with reasonable
speed considering all of the facts and circumstances.  In no event shall Licensor have any
obligation to repair or replace Equipment.  
In the event that Licensor shall fail to complete the repair within a
reasonable time period under the circumstances, Customer shall thereupon have
the option to terminate the relevant License and applicable CSO’s with respect
to the affected Licensed Area, which option shall be the sole remedy available
to 


 


	
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Customer against Licensor
under this Agreement relating to such failure. 
If the Licensed Area or any portion thereof shall be rendered unusable
by reason of such damage, the Recurring Fees for such Licensed Area shall
proportionately abate, based on the amount of square footage of the Licensed
Area which is rendered unusable, for the period from the date of such damage to
the date when such damage shall have been repaired for the portion of the
Licensed Area rendered unusable.


 


8.                                    Limitation
of Liability; No Warranty.   In no event shall Licensor,
Customer, their respective members, managers, 
officers, directors, employees or representatives be liable for any
special, incidental, direct, indirect, punitive, reliance or consequential
damages, whether foreseeable or not.  The
Licensed Area is accepted “AS IS” by Customer. LICENSOR DISCLAIMS ALL EXPRESS AND
IMPLIED WARRANTIES RELATING TO THE PREMISES, AND THE PROVISION OF ALL
INTERCONNECTION SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.


 


NOTWITHSTANDING ANYTHING TO THE CONTRARY PROVIDED IN
THIS AGREEMENT, IT IS SPECIFICALLY UNDERSTOOD AND AGREED, SUCH AGREEMENT
BEING A PRIMARY CONSIDERATION FOR THE EXECUTION OF THIS AGREEMENT BY LICENSOR,
THAT IF LICENSOR SHALL FAIL TO PERFORM ANY COVENANT, TERM OR CONDITION OF
THIS AGREEMENT UPON LICENSOR’S PART TO BE PERFORMED AND, AS A CONSEQUENCE
OF SUCH DEFAULT, CUSTOMER SHALL RECOVER A MONEY JUDGMENT AGAINST LICENSOR, SUCH
JUDGMENT SHALL BE SATISFIED ONLY OUT OF AN AMOUNT EQUAL TO LICENSOR’S EQUITY IN
THE PREMISES, AS THE SAME MAY THEN BE ENCUMBERED, AND NEITHER LICENSOR NOR
ANY OF ITS MEMBERS, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES
SHALL BE LIABLE FOR ANY DEFICIENCY.  IT
IS UNDERSTOOD THAT IN NO EVENT SHALL CUSTOMER HAVE ANY RIGHT TO LEVY EXECUTION
AGAINST ANY PROPERTY OF LICENSOR OTHER THAN ITS INTEREST IN THE PREMISES AS
HEREINBEFORE EXPRESSLY PROVIDED.  IN THE
EVENT OF THE SALE OR OTHER TRANSFER OF LICENSOR’S RIGHT, TITLE AND INTEREST IN
THE PREMISES, LICENSOR SHALL BE RELEASED FROM ALL LIABILITY AND OBLIGATIONS
UNDER THIS AGREEMENT THEREAFTER ACCRUING, PROVIDED THAT LICENSOR’S SUCCESSOR IN
INTEREST SHALL ASSUME THE RIGHTS AND OBLIGATIONS OF LICENSOR UNDER THIS
AGREEMENT AS OF THE EFFECTIVE DATE OF SUCH TRANSFER.


 


9.                                    Indemnity.  Customer shall indemnify, defend, release and
hold Licensor and all of its members, managers, affiliates, agents, clients,
consultants, customers, employees, subcontractors, invitees, shareholders,
directors, officers and licensees harmless from and against any action, claim,
court costs, damages, demands, expense, liability, loss, penalty, proceeding or
suit, including reasonable attorneys’ fees, costs and disbursements
(collectively “Claims”) arising from or relating to injury to person or
property, including death, as a result of any act or omission (whether
intentional, negligent or otherwise) by Customer in connection with the
Premises or Licensed Area, use of the Interconnection Facility or otherwise
related to the exercise by Customer of the License granted to Customer under
this Agreement.


 


10.                              Insurance.   Customer shall maintain, at
its expense, commercial general liability insurance for the Premises. Such
coverage shall (a) have a single limit of not less than One Million
Dollars ($1,000,000.00) (or such greater amount over time so as to be
commercially reasonable), (b) cover Customer’s contractual liability
hereunder, (c) cover any third parties performing work in the Premises, (d) name
Customer as insured, (e) name Licensor as additional insured, and (f) be
considered primary, regardless of any insurance carried by Licensor.  Customer shall also keep in force all risk
property coverage insurance for the full replacement value of Customer’s
improvements within the Premises, its furniture fixtures and Equipment and all
personal property of Customer. Customer shall deliver certificates, with copies
of all applicable endorsements attached, to Licensor before the commencement of
this License, which certificates shall reflect that the policies shall not be
cancelled without ten (10) days prior notice to Licensor.  If any work is to be performed for Customer’s
improvements, the certificate shall be delivered to Customer prior to
commencement of the improvements.  If
Customer fails to obtain the necessary coverage’s, Licensor may obtain such
coverage’s at Customer’s expense. 
Customer’s property insurance coverage shall include a waiver of
subrogation in favor of Licensor.  All
such insurance shall be provided by companies admitted to 


 


	
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engage in the business of insurance in the State of Georgia and which
have a Best’s Insurance Guide rating of A/VIII or better. Customer shall also
procure and maintain worker’s compensation and employer’s liability insurance
covering all of Customer’s employees working in or about the Premises, with
coverage limits not less than the minimum limits allowable under all applicable
laws.


 


11.                              No
Property Interest; Sole Use of Licensed Area by Customer; No Assignment or
Sub-License. Customer acknowledges that the rights granted to
Customer hereunder constitute a usufruct and do not constitute an easement of
any portion of the Premises.  Customer
further acknowledges that it has been granted only a license to occupy the
Licensed Area and that it has not been granted any real property interest in
the Licensed Area or the Premises. 
Customer further agrees that, subject to required procedures and
conditions to any sublicense (set forth below), neither this Agreement nor any
interest created herein shall be assigned, mortgaged, subleased, sub-licensed,
encumbered or otherwise transferred by Customer by any act or omission on the
part of Customer, directly or indirectly, including by way of any transfer of
all or any portion of the ownership interests or assets of Customer to a third
party.  Customer further agrees that
neither the Licensed Area or any part thereof shall be used or occupied, nor
permitted to be used or occupied, by any entity (including any affiliated
entity) other than Customer.  Any attempt
to allow the use or occupancy of the Licensed Area by any entity other than
Customer, or to assign, mortgage, sublease, sub-license or encumber any rights
under this Agreement by Customer shall be void and constitute a material breach
of the License granted hereby, unless otherwise agreed to in writing by
Licensor.


 


12.                              Liens.  If any mechanics lien or other liens shall be
filed against the building, the Premises or property of Licensor, or any
improvement thereon by reason of or arising out of any labor or materials furnished
or alleged to have been furnished or to be furnished to or for Customer or by
reason of any changes, or additions to Licensor property made at the request or
under the direction of the Customer, Customer shall, within thirty (30) days
after receipt of written notice from Licensor either pay such lien or cause the
same to be bonded off in the manner provided by law.  Customer shall also defend on behalf of
Licensor, at Customer’s sole cost and expense, any action, suit or proceeding
which may be brought for the enforcement of such liens and Customer shall pay
any damage and discharge any judgment entered thereon.


 


If any liens shall be filed against the Equipment or property of
Licensor by reason of or arising out of any obligation or alleged obligation of
Licensor, Licensor shall, within thirty (30) days after receipt of written
notice from Customer either pay such lien or cause the same to be released in
the manner provided by law.  Licensor
shall also defend on behalf of Customer, at Licensor’s sole cost and expense,
any action, or suit or proceeding which may be brought for the enforcement of
such liens and Licensor shall pay any damage and discharge any judgment entered
thereon.


 


13.                              Subordination.


13.1                        All rights of
Customer hereunder are and shall be subject and subordinate in all respects to
all mortgages and leasehold interests on the Premises.  This Section 13.1 shall be
self-operative and no further instrument of subordination shall be
required.  In confirmation of such
subordination, Customer shall promptly execute, acknowledge and deliver any
instrument that Licensor or the landlord of the Premises may reasonably request
to evidence such subordination.


 


13.2                        Customer
covenants and agrees not to execute any security agreements, Uniform Commercial
Code financing statements, chattel mortgages, conditional bills of sale, leases
or other title retention agreements or any modifications, extensions,
replacement or amendments thereto in connection with the purchase of, or
covering or affecting any fixtures, equipment or personal property used at the
Premises, except to the extent the same relate only to Customer’s
property:  (a) which does not
constitute a fixture or part of the Premises under the law of the State of
Georgia and (b) the removal of which will not damage the Premises.


 


14.                              General
Provisions.


14.1                        No
Joint Venture.  Neither
party is authorized to assume or create any obligation on behalf of, in the
name of, or binding upon the other party, nor shall this Agreement in any way
create, give rise to, or be deemed a joint venture or partnership between the
parties.


 


14.2                        No
Solicitation.  Customer
shall not use the Premises or Licensed Area for marketing or solicitation
purposes.  Customer shall place no signs
or marking of any kind (except for a sign or other identification


 


	
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affixed to Customer’s Equipment and reasonably
necessary to identify Customer’s Equipment, and which shall include a list of
emergency contacts with telephone numbers), in the Premises or Licensed Area.


 


Customer shall not, and shall make sure that its employees,
representatives, independent contractors and any other individuals accessing
the Premises and Licensed Area from time to time on behalf of the Customer
(collectively, “Customer Representatives”) shall not, during the Term of this
Agreement and for a period of six (6) months thereafter, directly or
indirectly (i) solicit, employ, offer to employ or engage as a consultant,
any employee of Licensor; or (ii) pay or offer to pay any employee of
Licensor any compensation (in cash or in kind), gifts or entertainment as an
inducement (stated or implied) to perform any services in the Premises or
Licensed Area for Customer or any Customer Representative.  Any violation of this provision shall
constitute a material breach of this Agreement.


 


14.3                   Force
Majeure.  Licensor shall not be liable
for any damage or claim of damage arising from or relating to delays, failures
to perform, damages, losses or destruction or malfunction of any equipment or
any consequence thereof caused or occasioned by, or due to, acts of God, fire,
explosion, flood, water, the elements, vandalism, cable or fiber cuts, labor
disputes or shortages, utility curtailments, power failures, civil
disturbances, or any law, order, or regulation of any department, agency,
commission, court, bureau, corporation or other instrumentality of one or more
of said governmental agencies, or any law, order, regulation, direction, action
or request thereof, national emergency, insurrection, riot, war, strike lockout
or work stoppage, or other labor difficulties, shortages of equipment or
supplies, unavailability of transportation, acts or omissions of third parties,
of any other cause beyond Licensor’s reasonable control.


 


14.4                   No
Waiver; Binding Effect;  Amendment;  Merger.  The failure
of Licensor to enforce or insist upon compliance with any of the provisions of
this Agreement (including Facility Rules) or the waiver thereof, in any
instance, shall not be construed as a waiver or relinquishment of any other
instance, or of any other provision of this Agreement.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.  This Agreement may not be
amended except by an instrument in writing, executed by the parties.  This Agreement supersedes and merges all
prior agreements, promises, understandings, statements representations,
warranties, indemnities and covenants and all inducements to the making of this
Agreement relied upon by either party, whether written or oral, and embodies
the parties’ complete and entire agreement with respect to the subject matter
hereof.  No representation, statement or
agreement, oral or written, made before the execution of this Agreement shall
vary or modify the written terms hereof in any way whatsoever.


 


14.4                   Severability.  If any term or provision of this Agreement is
determined to be illegal, unenforceable or invalid in whole or in part, for any
reason, such illegal, unenforceable or invalid provision or part shall be
stricken from this Agreement and such provision shall not affect the legality,
enforceability or validity of the remainder of this Agreement.


 


14.5                   Representation
of Authority.  Each party
represents and warrants to the other that the execution and delivery of this
Agreement and the performance of such parties’ obligations hereunder have been
duly authorized, and that this Agreement is a valid and legal agreement binding
on such parties and enforceable in accordance with its terms.


 


14.6                   Further
Assurances; Customer Certifications.  The parties shall, at their own cost and
expense, execute and deliver such further documents and instruments and shall
take such other actions as may be reasonably required or appropriate to carry
out the intended purposes of this Agreement. 
In such regard, Customer agrees, within ten (10) days of written
request, to provide written acknowledgement or other form of certification as
may be necessary or advisable to confirm the commercial terms and status of
this Agreement and any License granted hereunder.


 


14.7                   Governing
Law.  THIS AGREEMENT SHALL BE IN ALL
RESPECTS GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF THE
STATE OF GEORGIA, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.


 


	
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14.8                   Counterparts;
Agreement by Facsimile Transmission.  This Agreement may be executed in one or more
counterparts, each of which shall constitute an original but all of which,
taken together, shall constitute one and the same instrument.  Each party agrees that the execution and
delivery of this Agreement by facsimile shall have the same force and effect as
delivery of original signatures and that each party may use such facsimile
signatures as evidence of the execution and delivery of this Agreement by the
parties to the same extent that an original signature could be used.


 


14.9                   Notices.  All notices or consents required or permitted
to be given hereunder shall be in writing and shall be deemed to be duly given
if sent by: (a) hand delivery, (b) certified mail return receipt
requested postage prepaid, (c) nationally recognized overnight courier
service, or (d) by facsimile from a machine that confirms transmission and
addressed as follows:


 


	
  If
  to Licensor:

  	
  Colo
  Properties Atlanta, LLC

  
	
   

  	
  C/O
  The telx Group, Inc.

  
	
   

  	
  17
  State Street, 33rd Floor

  
	
   

  	
  New
  York, NY 10004 USA

  
	
   

  	
  Telephone:
  (212) 480-3300

  
	
   

  	
  Facsimile:
  (212) 480-8384

  
	
   

  	
  Attn:
  

  	
  J.
  Todd Raymond, Esq.

  
	
   

  	
   

  	
  President &
  COO

  
	
   

  	
  Email:
  

  	
  toddr@telx.com

  
	
   

  	
   

  	
   

  
	
  If
  to Customer:

  	
  Security
  Associates International, Inc.

  
	
   

  	
  2101
  Arlington Heights Road

  
	
   

  	
  Arlington
  Heights, IL 60005

  
	
   

  	
  (800) 323-7601

  
	
   

  	
   

  	
   

  
	
   

  	
  Paul Lucking

  
	
   

  	
  plucking@sai-inc.com

  
				



 


14.10            Confidentiality.  a) Each party expressly undertakes to retain
in confidence all information (including, with respect to Customer, the
identification of other licensees of space at the Premises) and know-how, in
whatever form transmitted, including, but not limited to, information
concerning its past, present and future business affairs, business plans,
operations or systems of such party (“Disclosing Party”) or another
party whose information the Disclosing Party has in its possession under
obligations of confidentiality, disclosed in any way to it (the “Receiving
Party”) that the Disclosing Party has identified as being proprietary
and/or confidential or that, by the nature of the circumstances surrounding the
disclosure, ought in good faith to be treated as proprietary and/or
confidential (“Confidential Information”).  The Receiving Party shall treat the
Confidential Information with the same degree of care, and will make no use of
such Confidential Information during the existence of this Agreement except as
otherwise specified herein; (b) the Receiving Party shall have no
obligation to maintain the confidentiality of information that: (i) it
received rightfully from another party without restrictions on disclosure prior
to its receipt from the Disclosing Party; (ii) the Disclosing Party has
disclosed to an unaffiliated third party without any obligation to maintain
such information in confidence; or (iii) is independently developed by the
Receiving Party; (c) except as otherwise provided, the Receiving Party
shall not disclose, disseminate, distribute or use any of the Disclosing Party’s
Confidential Information to any third party without the Disclosing Party’s
prior written permission; (d) The parties agree that a breach of the terms
of this Section 15.16 would result in irreparable injury to the Disclosing
Party for which a remedy in damages would be inadequate.  The parties agree that in the event of such
breach or threatened breach, the Disclosing Party shall be entitled to seek an
injunction to prevent the breach or threatened breach, in addition to remedies
otherwise available for such specific performance or injunctive relief, that
the Disclosing Party has an adequate remedy at law.


 


14.11                 Time is of the essence in all things to be
done, including all payments to be made by Customer under this Agreement.


 


	
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14.12                 The Exhibits referenced in and attached to
this Agreement, as well as the subsequent. 
CSOs executed in connection with this Agreement, form a part of and
shall be deemed an integral part hereof to the same extent as if written in
whole herein.  The term “Agreement” shall
mean collectively this document and any exhibits and any agreements expressly
incorporated herein, as the same may be amended, modified or supplemented from
time to time in accordance with the terms hereof.  In the event that any inconsistency exists
between the express provisions of this Agreement and any CSO, the express terms
of such CSO shall control.


 


14.13                 Customer acknowledges that it shall have no
right to record this Agreement nor any memorandum thereof in the Real Property
records of any governmental entity, nor in any other public records.


 


IN
WITNESS WHEREOF, the parties have executed this Interconnection Facilities License Agreement as of the date
first above written.


 


	
  COLO
  PROPERTIES ATLANTA, LLC

  	
  SECURITY
  ASSOCIATES INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /
  s /     J. Todd Raymond

  	
   

  	
  By:

  	
  /
  s /    Paul M. Lucking

  
	
   

  	
   

  
	
  Name:
  J. Todd Raymond, Esq.

  	
  Name:
  Paul M. Lucking

  
	
   

  	
   

  
	
  Title:
  President & COO

  	
  Title:
  COO

  
					



 


ATTACHMENTS:


Exhibit A — Licensed Area Diagram


Exhibit B — Master Service Order


Exhibit C — Permitted Access List


Exhibit D — Facility Rules and Safety Specifications


 


	
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EXHIBIT A


LICENSED AREA


 


	
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EXHIBIT B


MASTER SERVICE ORDER


 


	
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EXHIBIT C


SECURITY ASSOCIATES INTERNATIONAL, INC.


PERMITTED ACCESS LIST


 


	
  NAME

  	
   

  	
  ID# (1)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 






(1)   Please provide the ID# of the picture ID (GA
Drivers License, Passport, etc...) that will be Copied and placed on file with
our security office.


 


	
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EXHIBIT D


FACILITY RULES AND SAFETY SPECIFICATIONS (“RULES”)


 


Colo Properties Atlanta,
LLC — 56 Marietta Property


 


The following Rules (as may be updated,
modified or supplemented from time to time by Licensor) sets forth the general rules
governing Licensee personnel and activities within the Premises and Licensed
Area(s).  These Rules incorporate by
reference the relevant Interconnection Facilities License Agreement between
Colo Properties Atlanta, LLC (“Licensor”) and Customer signing below (the “Agreement”).  Any continuing breach of any of the Rules which
remain unremedied following written notice from Licensor shall constitute a material breach of the
Agreement, and shall entitle Licensor to take remedial actions outlined in these Rules and/or as provided
for in the Agreement.


 


General Minimum Standards —
Codes, Standards and References


 


Attached as Schedule A to these Rules is
a listing and references to certain industry standards, codes and references (“Codes
and Standards Schedule”) which all Customers and their representatives,
agents and contractors shall be required to adhere to in connection with
colocating within the Premises  or
otherwise performing any work or associated activities at the Premises.  Such Codes and Standards shall be controlling
in connection with the interpretation and application of the Rules set
forth below.  Compliance with the terms
of the Codes and Standards Schedule are a requirement, applicable to all
Licensees, inasmuch as such referenced Codes and Standards are intended to
ensure the integrity of the facilities as well as the equipment and networks of
all Customers within such facilities.


 


1.0                               Equipment
Specifications


 


1.1                               Customer will
ensure that the Equipment and surrounding area do not pose safety hazards to
personnel.  This includes exposed AC
electrical hazards, trip and slip hazards, hazardous material storage
deficiencies, improperly secured or overloaded equipment racks or ladders,
inadequate ingress and egress space. 
OSHA and local codes will apply.


 


1.2                               No slack coil shall be permitted on ladder rack, in junction boxes, or
in MMA Relay Racks (unless RUs are reserved by customer for this purpose).  Slack Coils are permitted within Customer’s
caged area provided they are neat and secured.


 


1.3                               All Equipment
and items of any kind associated with a Customer’s Rack shall not protrude
beyond the Rack Space within the Licensed Area and shall in no event extend
into, encroach upon or otherwise interfere with the rack space or licensed area
of any other Licensee.


 


1.4                               Customer will
notify Licensor of any Equipment additions or deletions (i.e. shelf or
rack).  Installation and removals will be
coordinated with Licensor management in accordance with the applicable
provisions of the Agreement.


 


2.0                               Space
Specifications — Licensed Area & Premises


 


2.1                               The following is intended to clarify Licensor right of access on 24/7
basis to the Vertical Common Areas in all Customer Licensed Areas (racks,
cabinets, cases, square footage colo space) within the Licensor facilities:


 


The Vertical Common Area refers to the space
running throughout each Licensor facility, descending from the ceiling to the “trapeze”
area and, in the case of raised flooring, the space underneath the raised
flooring between the raised flooring and the floor (whether built or under
construction) for the physical support of all conduit pipe, innerducts and
junction boxes, and the like.  The
Vertical Common Area is intended for the use and access by Licensor, to
facilitate the effective functioning of the facility as a whole.


 


	
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·                  Licenses to Customer Licensed Areas do not include the Vertical Common
Area.


·                  Customer use of Vertical Common Area requires separate written approval
by Licensor (similar to approval process for conduit installation in the
facility).


·                  Licensor personnel (and subcontractors) shall have unrestricted access
(with adequate notice to affected Customers) on an ongoing as-needed basis to
affected Customer Licensed Areas in order to build-out and maintain effective
operation of Vertical Common Areas.


·                  All personnel/subcontractors
accessing Vertical Common Areas abbuting Customer Licensed Areas shall maintain
adequate liability insurance for the benefit and safety of Customer Equipment
within affected Licensed Areas underlying Vertical Common Areas in which any construction
or maintenance work is performed.


 


2.2                               Customer will
not jeopardize Services or damage property of other customers, Licensor, the
Premises, or the building landlord in any manner.


 


2.3                               Customer will
take precautions to protect the Premises and nearby equipment belonging to
other customers.  This includes floor,
wall, and telecommunication equipment protection while moving Equipment and
notifying Licensor of any major rearrangements of Equipment, drilling, power
work, and similar potentially disruptive work—all of which activities shall
comply with the applicable provisions of the Agreement.


 


2.4                               Customer will
follow good cleanliness practices.  All
trash must be disposed of daily at Customer’s expense.  Any trash or empty boxes not disposed of by
Customer is subject to removal by Licensor with any associated charges borne by
Customer. No food or beverages of any kind shall be allowed in or around the
Licensed Area.


 


2.5                               Nothing may be
stored outside of the assigned rack space within the Licensed Area.  A minimum of 2.5’ of aisle space must be
maintained at front and rear of Equipment.


 


2.6                               Combustible or
hazardous material may not be stored in Licensed Area or elsewhere on the
Premises.


 


2.7                               All Equipment
must be installed within the assigned telecom rack footprint (i.e. UPS units,
spare equipment).


 


2.8                               All cabling
will be terminated on DSX panels in the designated Licensor transmission area.
Licensee representatives are strictly prohibited from entering the transmission
area, other than when escorted by Licensor personnel.  Fiber will be terminated on an appropriate
Fiber Distribution Panel (“FDP”).


 


2.9                               Customer is
responsible for the termination of the A & B DC power and signal
cabling in its Equipment.


 


2.10                        Maximum DC
power provided to Customer as A & B power shall be rated for the
rating of a single feed.  Customer is
liable for any outage caused by the DC power exceeding the single feed
rating.  Customer will be responsible for
payment of consumed power exceeding the single feed rating specified in the
Colocation Agreement or applicable Colocation Services Order.


 


2.11                        Customer will
follow normal telecommunications industry standards with regards to equipment
installation and removal in a central office environment. Licensor standards
are to be followed for connection of cables that interface or cross-connection
with Licensor or any other carrier equipment or panels within the
Premises.  All installations are subject
to approval by Licensor and to the terms and conditions of the Agreement.


 


2.12                        Permanent or
extended use of extension cords is strictly prohibited.


 


	
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2.13                        Customer will
not jeopardize Licensor’s or any other customer’s ability to conduct business
in any manner.


 


2.14                        All local,
state, and federal laws shall be complied with. 
Local requirements for union labor, especially for electrical work, will
be observed.


 


2.15                        Customer will
follow Licensor sign-in procedures at all times. Subject to the requirements of
the Agreement, Customer shall have access to its Equipment and Licensed Area on
a 24/7 basis.  Customer must coordinate
its first visit to a the Premises with Licensor’s operations department, giving
at least five (5) days notice of such visit.


 


2.16                        If Licensor
notifies Customer in writing of a violation of the Colocation Rules, or any
other unsafe or unacceptable situation or practice, the Customer must correct
the problem within seven (7) days or provide a written plan for correction
to Licensor’s satisfaction and proposed completion date.  If the problem is not resolved in seven days
or within a longer time frame agreed upon by Licensor; then Licensor will have
the option of either (i) correcting the problem at Customer’s expense, or (ii) taking
such remedial action as provided for in the Colocation Agreement, including
without limitation disconnecting power and signal connections from Customer’s
Equipment.


 


3.0                               Corrective Action — Procedures


 


In circumstances in which Licensor in its professional
judgment deems it necessary or advisable, then consistent with Telcordia
procedures regarding corrective actions the following procedures shall apply:


 


Immediate Action — problems that usually consist of safety or service require the
following:


·                  Direct personal interface


·                  “Real Time” action management


·                  Expedited handling


 


Scheduled Action — problems to be rectified at an agreed upon date


·                  Prioritized corrective action


·                  Agreed upon due date


·                  Escalation if necessary


·                  Penalty
for non-compliance


 


Extreme
safety violations are subject to immediate correction by Licensor without prior
notice to Customer.  Corrections made by
Licensor are at the Customer’s expense and will be billed to the Customer on a
time and materials basis


 


These Rules and attached Schedule(s) are hereby Agreed to and
Acknowledged as of the date of the Agreement by:


 


 


Customer: Security Associates International, Inc.


 


 


	
  By: 

  	
  / s /    Paul M. Lucking

  	
   

  
	
  Name: Paul M. Lucking

  	
   

  
	
  Title: COO

  	
   

  



 


[Attachment — Schedule A: Codes and Standards]


 


	
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SCHEDULE A


CODES AND STANDARDS


 


This Codes and Standards Schedule forms a part of the Rules, as to
which this document is an incorporated Schedule.  The following is a list of documents
detailing the standards to which all individuals performing work at the
Premises are required to adhere. 
Compliance to these standards will ensure the integrity of the Premises
and, in turn, the integrity of the networks of those companies who are
customers within the Premises.


 


I.                                                                TELCORDIA(i) (formerly Bellcore)


 


·                  GR-1502-CORE   Central
Office Environmental Detail Engineering Generic Requirements


·                  GR-1275-CORE   Central
Office Environment Installation/Removal Generic Requirements


·                  TR-NWT-001275 Central
Office Environment Installation/Removal Generic Requirements


·                  TR-EOP-000063   Network
Equipment Building Systems (NEBS)


·                  TR-TSY-000078   Generic
Physical design Requirement for Telecommunications Products and Equipment


·                  TR-EOP-000295   Isolated
Ground Plains: definition and Application to Telephone central Offices


·                  TR-TSY-000785   System
Equipment Engineering Associated Services Quality Program Analysis


·                  TR-TSY-000893   Telecommunications
Installation Service Quality Program Analysis


·                  TR-NWT-00108   Electromagnetic
Compatibility and Electrical Safety Generic Criteria For Network
Telecommunications Equipment


·                  TR-NWT-001252 Bellcore’s
Quality System Generic Requirements for Hardware


 


II.                                                           National Electric Code, NFPA 70(ii)


 


·                  Article 110                            Requirement for Electrical Installations


·                  Article 250                            Grounding


·                  Article 645                            Information Technology Equipment


·                  Article 770                            Optical Fiber Cables and Raceways


·                  Chapter 8                              Communications
Systems


 


III.                                                      ANSI / TIA / EIA(iii)  (Telecommunications
Industry Association/Electronics Industry Association)


 


	
  ·

  	
  TIA/EIA-455

  	
  Fiber
  Optic Standards

  
	
  ·

  	
  TIA/EIZ-526

  	
  Optical
  Fiber Systems Test Procedures

  
	
  ·

  	
  ANSI/TIA/EIA-568A

  	
  Cabling
  Standard

  
	
  ·

  	
  ANSI/TIA/EIA-569A

  	
  Pathways
  and Spaces

  
	
  ·

  	
  ANSI/TIA/EIA-606

  	
  Administration
  Standard

  
	
  ·

  	
  ANSI/TIA/EIA-607

  	
  Grounding
  and Bonding

  
	
  ·

  	
  ANSI/TIA/EIA-758

  	
  Customer
  Owned Outside Plant (OSP)

  
	
  ·

  	
  TIA/EIA
  Bulletin TSB67

  	
  Transmission
  Performance Specifications

  



 


IV.                               The BICSI (Building Industry Consulting Service
International) Telecommunications Distribution Methods Manual(iv)


 






(i)                                     TELCORDIA
Technologies


(800) 521-2673


www.telcordia.com


 


(ii)                                  National Fire
Protection Association


1 Batterymarch Park


Quincy, MA 02269


www.nfpa.org


 


(iii)                               Global
Engineering Documents


15
Inverness Way East


Englewood,
CO 80112


(800)
624-3974


www.global.his.com


 


(iv)                              BICSI


8610
Hidden River Parkway


Tampa,
FL 33637


(800)
242-7405


www.bicsi.org


 


	
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