EXHIBIT 2.19K
Pages where confidential treatment has
been requested are stamped "Confidential
Treatment Requested and the Redacted Material
has been separately filed with the Commission,"
and places where information has been redacted
have been marked with (***).
FIFTEENTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Fifteenth Amendment (the "Amendment") is executed this 19th day of
November, 1999, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and TCI Cable Management Corporation ("Customer"). CSG and
Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (collectively, the
"Agreement"), and now desire to amend the Agreement in accordance with the terms
and conditions set forth in this Amendment. If the terms and conditions set
forth in this Amendment shall be in conflict with the Agreement, the terms and
conditions of this Amendment shall control. Any terms in initial capital letters
or all capital letters used as a defined term but not defined in this Amendment,
shall have the meaning set forth in the Agreement. Upon execution of this
Amendment by the parties, any subsequent reference to the Agreement between the
parties shall mean the Agreement as amended by this Amendment. Except as amended
by this Amendment, the terms and conditions set forth in the Agreement shall
continue in full force and effect according to their terms.
CSG and Customer agree as follows:
1. For the fees set forth in paragraph 2 below, Customer will receive the
@Home implementation services set forth below. Such services are the only
implementation services that Customer will receive in connection with house
loads for @Home. As a result, any implementation services set forth in Exhibit
A-2 as of the date of execution of this Amendment shall not apply with respect
to AT&T @Home house loads. For conversion of AT&T @Home subscribers to CCS, the
services outlined in Exhibit A-2 shall be provided. Accordingly, Exhibit A-2 of
the Agreement shall be amended to include the following:
Technical Services For House Loads
-----------------------------------
. Analyze the house load specifications
. Copy mapping tables and enter site-specific from/to values.
. Upload test house data from PC to mainframe
. Run tests and verify output.
. Make changes received from test output as necessary and re-test.
. Upload live house data from PC to mainframe.
. Run live house conversion process.
. Verify live output.
. Make any changes requested and rerun, reverify
. Merge houses into production system
. Balance house load and produce balancing forms (sent only to site),
. Send house load sign-off to site for final verification.
Non-Technical Services For House Loads
--------------------------------------
. System Set-Up - Includes the UDF/Service Codes, RMS, Sys/Prin/Agents, UDF
transfers and code table configuration
. Specification Definition - Receive from site. Review with CSG programming
. Review/Verify Output - Verify Address reports (also sent to site), field-to-
field review, verify Exception Reports (also sent to site)
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
. Environment set-up, LU pools, Sys/Prin access, destinations, push code table
to server, build passwords and profiles, establish ".ini" settings
. Test Connectivity (occurs only when @Home sites precedes video
implementation)
. Printers - build print queue on server(s), verify configuration, test
printers
On-Site Launch Services
-----------------------
. Data Base verification
. Converter Data
. House Info
. Account accessing by all appropriate customer information
. Printer testing with RMS - Work Orders and Reports
. RMS training and review
. WPT setup and training
. Work Order Auto Tech Assignment setup and training
. UDF and CTD review and approval
. Password and profiles reviewed and setup for production
. Scheduling and Dispatch CTD review
. Exception & production reports reviewed and worked
. Review and verification of all tax code tables
2. Schedule D of the Agreement shall be amended to include the following fees
to be paid by Customer for the services set forth in Paragraph 1 above.
A. Fees for Full Initial Houseload:
1. On-site Services are provided*
a. CCS/ACSR in production at System Site $(***)
b. CCS/ACSR not in production at System Site $(***)
2. On-site Services are not provided*
a. CCS/ACSR in production at System Site $(***)
b. CCS/ACSR not in production at System Site $(***)
*Includes up to sixteen (16) hours of on-site support. Any additional hours
required by Customer shall be at CSG's then current rates. Excludes
Reimbursable Expenses which will be billed separately.
B. Other Ancillary Fees:
. Full Agent Addition $(***) per System Site
. Partial Agent Refresh $ (***) per System Site
. Data Clean-up $(***) per System Site
. Develop Houseload Time and Materials
specifications
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION
("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
----------------------------- --------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
--------------------------- -----------------------------
Title: V.P. & General Counsel Title: EVP, Fulfillment Services
-------------------------- -----------------------------
& Operations
--------------
2
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES
OF THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR
OUTSIDE THEIR RESPECTIVE COMPANIES
EXHIBIT 2.19K
Pages where confidential treatment has
been requested are stamped "Confidential
Treatment Requested and the Redacted Material
has been separately filed with the Commission,"
and places where information has been redacted
have been marked with (***).
TWENTY-NINTH AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Twenty-Ninth Amendment (the "Amendment") is executed this 19/th/ day of
November, 1999, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and TCI Cable Management Corporation ("Customer"). CSG and
Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (collectively, the
"Agreement"), and now desire to amend the Agreement in accordance with the terms
and conditions set forth in this Amendment. If the terms and conditions set
forth in this Amendment shall be in conflict with the Agreement, the terms and
conditions of this Amendment shall control. Any terms in initial capital
letters or all capital letters used as a defined term but not defined in this
Amendment, shall have the meaning set forth in the Agreement. Upon execution of
this Amendment by the parties, any subsequent reference to the Agreement between
the parties shall mean the Agreement as amended by this Amendment. Except as
amended by this Amendment, the terms and conditions set forth in the Agreement
shall continue in full force and effect according to their terms.
CSG and Customer agree as follows:
1. As of the date of execution of this Amendment, Customer receives CSG's
Electronic Xxxx Payment Services pursuant to the Electronic Xxxx Payment
Services Agreement executed by CSG and TCI Communications Inc. ("TCIC") on
March 29, 1996 (the "Paybill Agreement"). Upon Customer's final conversion
from the services provided by CSG under the Paybill Agreement to the
services provided by CSG under the terms and conditions set forth in
Schedule I of the Agreement, the Paybill Agreement shall be terminated and
of no further force or effect.
2. Until such time that Customer fully converts from the services provided by
CSG under the Paybill Agreement to the services provided by CSG under the
terms and conditions set forth in Schedule I of the Agreement, Customer
shall continue to pay the fees set forth in the Paybill Agreement.
3. Customer agrees to purchase CSG's Electronic Xxxx Payment Services (Paybill
Advantage(R)) as set forth in Schedule I of the Agreement. The fees for
such services are set forth below and shall become effective when Customer
fully converts from the services provided by CSG under the Paybill
Agreement to the services provided by CSG under the terms and conditions
set forth in Schedule I of the Agreement. Accordingly, Schedule D shall be
amended to include the following fees:
-Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission
----------------------------------------------------------------------------------------------------------------
ITEM/DESCRIPTION PRICE
----------------------------------------------------------------------------------------------------------------
Initial Fees:
----------------------------------------------------------------------------------------------------------------
1. One-time start-up fee (Note 1) $(***) per system principle
----------------------------------------------------------------------------------------------------------------
2. Communication interface installation $(***)
----------------------------------------------------------------------------------------------------------------
Monthly Fees:
----------------------------------------------------------------------------------------------------------------
1. Monthly fee per ACH debit and prenote transaction:
----------------------------------------------------------------------------------------------------------------
Monthly Volume per system principle (Note 2) Amount per ACH debit and prenote transaction
----------------------------------------------------------------------------------------------------------------
1 to 1,000 transactions $(***)
----------------------------------------------------------------------------------------------------------------
1,001 to 2,000 transactions $(***)
----------------------------------------------------------------------------------------------------------------
2,001 to 3,000 transactions $(***)
----------------------------------------------------------------------------------------------------------------
3,001 to 4,000 transactions $(***)
----------------------------------------------------------------------------------------------------------------
4,001 to 5,000 transactions $(***)
----------------------------------------------------------------------------------------------------------------
5,001 and above transactions
----------------------------------------------------------------------------------------------------------------
2. Monthly fee for insufficient funds returns $(***) per item
----------------------------------------------------------------------------------------------------------------
3. Monthly fee for notification of change $(***) per item
----------------------------------------------------------------------------------------------------------------
4. Monthly fee for redeposit $(***) per item
----------------------------------------------------------------------------------------------------------------
5. Monthly maintenance fee $(***) per system principle
----------------------------------------------------------------------------------------------------------------
6. Monthly communication interface fees Responsibility of Customer or their ACH bank
----------------------------------------------------------------------------------------------------------------
Other Fees:
----------------------------------------------------------------------------------------------------------------
1. ACH bank set-up and testing (Note 3) $(***) per hour
----------------------------------------------------------------------------------------------------------------
Note 1: The one-time start-up fee does not apply to the system principles
converting from the services provided by CSG under the Paybill Agreement.
Note 2: For clarification purposes, the volume discounts are cumulative and not
incremental (e.g., if a system principle has 2,000 transactions during the
month, all 2,000 transactions would be charged at $(***) per transaction.)
Note 3: Customer's ACH bank must be able to process CSG's format which is the
NACHA standard file format. CSG requires ninety (90) days for set-up of new ACH
bank.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION
("Customer")
By:/s/ Xxxxxx X. Xxxxx By:/s/ Xxx Xxxxxxxxxx
---------------------------- ------------------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
-------------------------- ----------------------------------------
Title: V.P. & General Counsel Title: EVP Fulfillment Services & Operations
------------------------- --------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION-FOR USE BY AUTHORIZED EMPLOYEES OF THE
PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR
RESPECTIVE COMPANIES
2
EXHIBIT 2.19K
Pages where confidential treatment has
been requested are stamped "Confidential
Treatment Requested and the Redacted Material
has been separately filed with the Commission,"
and places where information has been redacted
have been marked with (***).
FORTY-FIRST AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Forty-First Amendment (the "Amendment") is executed this 23/rd/ day of
December, 1999, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and TCI Cable Management Corporation ("Customer"). CSG and
Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (collectively, the
"Agreement"), and now desire to amend the Agreement in accordance with the terms
and conditions set forth in this Amendment. If the terms and conditions set
forth in this Amendment shall be in conflict with the Agreement, the terms and
conditions of this Amendment shall control. Any terms in initial capital
letters or all capital letters used as a defined term but not defined in this
Amendment, shall have the meaning set forth in the Agreement. Upon execution of
this Amendment by the parties, any subsequent reference to the Agreement between
the parties shall mean the Agreement as amended by this Amendment. Except as
amended by this Amendment, the terms and conditions set forth in the Agreement
shall continue in full force and effect according to their terms.
CSG and Customer agree as follows:
1. For the fees set forth in paragraph 3 below and in accordance with the
terms and conditions of the Agreement, CSG hereby grants to Customer a
site license pursuant to which Customer may use ACSR on an additional
************************* ((***)) workstations.
2. CSG shall provide Customer one (1) master copy of ACSR for the purpose of
installing ACSR on the ************************* ((***)) workstations
referenced above.
3. The fees to be paid by Customer for the additional site license of
************************* ((***)) workstations of ACSR are as follows:
ACSR Perpetual License Fees
---------------------------
(***) workstations $(***)
($(***) per workstation)
ACSR Annual Maintenance Fees
----------------------------
(***) percent (***%) of License Fees
Note: The ACSR Annual Maintenance period on the
************************* ((***)) workstations licensed under this
Amendment shall begin on January 1, 2000 and shall continue on each
January 1 thereafter throughout the term of the Agreement.
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION
("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
-------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
------------------------------ ----------------------------------
Title: V.P. & General Counsel Title: EVP, Fulfillment Services and
----------------------------- ------------------------------
Operations
----------
EXHIBIT 2.19K
Pages where confidential treatment has
been requested are stamped "Confidential
Treatment Requested and the Redacted Material
has been separately filed with the Commission,"
and places where information has been redacted
have been marked with (***).
FORTY-THIRD AMENDMENT
TO
RESTATED AND AMENDED CSG MASTER
SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
TCI CABLE MANAGEMENT CORPORATION
This Forty-Third Amendment (the "Amendment") is executed this 29th day of
December, 1999, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG") and TCI Cable Management Corporation ("Customer"). CSG and
Customer entered into a certain Restated and Amended CSG Master Subscriber
Management System Agreement dated August 10, 1997, which has subsequently been
amended pursuant to separately executed amendments (collectively, the
"Agreement"), and now desire to amend the Agreement in accordance with the terms
and conditions set forth in this Amendment. If the terms and conditions set
forth in this Amendment shall be in conflict with the Agreement, the terms and
conditions of this Amendment shall control. Any terms in initial capital
letters or all capital letters used as a defined term but not defined in this
Amendment, shall have the meaning set forth in the Agreement. Upon execution of
this Amendment by the parties, any subsequent reference to the Agreement between
the parties shall mean the Agreement as amended by this Amendment. Except as
amended by this Amendment, the terms and conditions set forth in the Agreement
shall continue in full force and effect according to their terms.
CSG and Customer agree as follows:
1. Schedule D is amended to include the following fees for CSG Aggregator
Express(TM):
A. Installation Services:
-------------------------
Initial Installation Services Fee $(***)
(Includes the installation services set forth
in Exhibit X-1, for the System Sites set
forth in Exhibit X-1 as of the date of execution
of this Amendment)
B. Aggregation Account Fee:
----------------------------
Monthly Aggregation Account Fee (per aggregated
account on CCS) $(***)
Note: The definition of an Aggregation
Account shall be any account set up on CCS
for the sole purpose of storing summary
information from non-CCS billing sources
resident on CSG Aggregator Express.
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
C. Aggregation Processing Fee:
-------------------------------
Monthly Transaction Fee (per account, per LOB on CSG Aggregator
Express) $(***)
THIS AMENDMENT is executed on the day and year first shown above.
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION ("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
---------------------------- --------------------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
-------------------------- ------------------------------------------
Title: V.P. & General Counsel Title: EVP, Fulfillment Services & Operations
------------------------- -----------------------------------------
2
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
EXHIBIT 2.19K
SCHEDULE I
----------
Electronic Payment Services (Paybill Advantage(R))
---------------------------
This Schedule I is made as of this 19/th/ day of November, 1999, between CSG
----------
Systems, Inc. ("CSG"), and TCI Cable Management Corporation ("Customer"),
pursuant to the CSG Systems Master Subscriber Management Agreement executed as
of August 10, 1997 (the "Master Agreement"), and of which this Schedule I forms
----------
an integral part.
1. Electronic Payment Services. Subject to the terms and conditions of the
Master Agreement, for the term set forth in Section 11 below and for the fees
set forth in Schedule D, CSG will provide to Customer, and Customer
will purchase from CSG all of Customer's requirements for the data processing
services, including reasonable backup security for Customer's data, to support
electronic xxxx paying services as set forth in Section 2 below (the "Basic
Services") for all of Customer's subscriber accounts that elect to utilize
Customer's electronic xxxx payment services (the "Subscribers").
2. Basic Services
(a) Consumer Debits. Each Subscriber will have the option to preauthorize a
debit to either their checking account or savings account each month for a
predetermined date of Customer's choosing. Customer's third party ACH
Originator will be responsible for the disbursement, remittance and settlement
of all funds. CSG will create and submit a preauthorized payment disbursement
file according to bank industry standards (National Automated Clearing House
Association, "NACHA", or Electronic Data Interface, "EDI") containing a debit
record for Subscribers who have preauthorized monthly debits to be made from
checking or savings accounts on a day designated by Customer each month. The ACH
Originator will submit to an automated clearing house data in the required form
for the collection of the monthly payments from Subscribers bank accounts, which
will be effected on the collection date, or if that date is not a banking day,
the first banking day after such date. Each Debit will be submitted so as to
effect the payment on the designated date.
(b) Credit of Remittances. CSG will post to Subscriber's CCS account a payment
transaction for each processing Subscriber on the Subscriber's collection day.
(c) Enrollment Process. Customer is responsible for obtaining Subscriber
enrollment information that authorizes his respective bank to post debit
transactions to his respective bank checking account or savings account as
required by NACHA. Customer will input Subscriber type of account, bank account
number, payment method, and bank routing information into the CCS system. CSG
will initiate an ACH prenote the day the form is processed or the day after the
form is processed if the form is entered after the daily cutoff time. A daily
report will be generated for the Customer each business day for which input is
processed showing that a prenote has been initiated. If the prenote process
produces an error, the CCS system will automatically update the Subscribers'
payment status to reflect an error and add the error to a daily report. If the
error was correctable by the receiving depository financial institution, the CCS
system will automatically update the information on the CCS system. The first
debit will be initiated on the appropriate date to effect the debit on the
Customer's predetermined date.
(d) Automatic Preauthorized Payments. Customer's ACH Originator shall provide
automatic payment deduction which will occur monthly on a date predetermined by
Customer. CSG will submit a file to Customer's the ACH Originator two days prior
to the date the deduction is scheduled to take place. The Subscriber payment
amount submitted to the ACH Originator will be the statement balance if the
statement balance is less than the current balance or if the statement balance
is greater than the current balance, then the current balance will be used. If
the designated date for deduction falls on a weekend and/or holiday, the
deduction will not occur until the next scheduled banking day.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
1
(e) Settlement. Customer's The ACH Originator will be responsible for
crediting Customer's bank account for the gross ACH collection. on the same day
as the Debit to Subscriber's checking or savings account.
(f) Settlement of Returns. Customer's The ACH Originator will be responsible
for settling daily returns against Customer's bank account. Settlement with
Customer will be done daily. Each day for which there are returns, the ACH
Originator will initiate a Debit to the Customer's specified account for the
total amount of Debits received by ACH Originator that day. First time NSF
returns that will be re-deposited by ACH Originator will not be debited to the
Customer's specified account.
(g) Record Keeping. Customer is responsible for maintaining Subscriber
authorization forms for a period of at least seven (7) years in accordance with
the CSG Systems Master Master Subscriber Management Agreement dated August 10,
1997.Agreement
3. Additional Services. If Customer desires CSG to provide other services in
addition to the Basic Services, the parties agree to negotiate in good faith
with respect to the terms and conditions (including without limitation, pricing)
on which such services shall be provided. Such services include, but are not
limited to (i) special computer runs or reports, special accounting and
information applications; and (ii) data processing and related forms and
supplies and equipment other than those provided as standard pursuant to this
Agreement (the "Additional Services"). The description of any such additional
services, and any other terms and conditions related thereto, shall be set forth
in an amendment to this Agreement signed and dated by both parties. Unless
otherwise agreed in writing by the parties in such amendment any such additional
services shall be subject to the terms of this Schedule I.
4. Subscriber Authorization. Customer shall obtain from each Subscriber the
proper documents authorizing automatic transfers to and from such Subscriber's
savings account or checking account. Customer will enter only valid
authorizations for processing.
5. Collection Data. Customer shall update Subscriber account balance
information to provide necessary data for the Basic Services and Additional
Services and shall ensure through periodic checks and updates that the data is
current and accurate at all times.
6. Settlement of Returns. Customer is ultimately responsible to cover on a
daily basis all return debits incurred by ACH originator and in the event
collections have ceased.
7. Reserved.
8. Subscriber Reports. If Customer requests that CSG provide Customer with a
tape containing information regarding Customer's Subscribers and related banking
information and payment data, then Customer shall pay CSG's then current rates
for such tape.
9. Compliance with Laws. Customer will comply in all material respects
with all federal, state or local laws and regulations pertaining to electronic
payment processing. In the event of clear evidence of significant fraudulent
activity by Customer, the Basic Services and any Additional Services will be
discontinued immediately and any funds on the way to Customer will be impounded
immediately.
10. Reliance on Information. CSG shall be entitled to rely upon and act in
accordance with any instructions, guidelines or information provided to CSG by
Customer, which are given by such persons as have actual or apparent authority
to provide such instructions, guidelines or information and shall incur no
liability in doing so.
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
2
11. Term. The term of this Schedule shall be coterminous with the term set
forth in Section 15 of the Master Agreement.
Agreed and accepted this 19th day of November, 1999, by:
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION
("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
------------------------ ------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION - FOR USE BY AUTHORIZED EMPLOYEES OF
THE PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE
THEIR RESPECTIVE COMPANIES
3
EXHIBIT 2.19K
SCHEDULE X
CSG Aggregator Express(TM)
This Schedule X is made as of this 29/th/ day of December, 1999, between CSG
----------
Systems, Inc. ("CSG"), and TCI Cable Management Corporation ("Customer"),
pursuant and in accordance with the Restated and Amended CSG Master Subscriber
Management System Agreement, executed as of August 10, 1997 (the "Agreement").
1. License. CSG hereby grants Customer, and Customer hereby accepts from CSG,
a non-exclusive and non-transferable perpetual right to use the software
products known as CSG Aggregator Express (the "Aggregator Express Product"),
which, when used in the designated environment described in Section 3, accepts
data from external customer care and billing systems and enables Customer to
create consolidated billing statements. Customer will be licensed to use the
Aggregator Express Product at the System Sites set forth in Exhibit X-1, for the
fees set forth in Schedule D and subject to the terms and conditions of the
Master Agreement, including, but not limited to, those specified below.
2. Required Products and Services. Customer acknowledges that CCS, Statement
Express and ESP (the "Required Products and Services") are required in order for
Customer to use the Aggregator Express Product, and Customer shall comply with
all of the terms set forth in the Master Agreement for each of those Products
and Services in accordance with the terms thereof.
3. Designated Environment. In addition to the Designated Environment for each
of the Required Products as set forth in the respective Schedules, Customer is
required to use the hardware and software set forth in Exhibit X-2 (the
"Aggregator Designated Environment"). Customer may use the Aggregator Express
Product only in the Aggregator Designated Environment and will be solely
responsible for upgrading the Aggregator Designated Environment to the
specifications that CSG may provide from time to time. In the event that the
Aggregator Designated Environment is inadequate to permit the required products
to operate in accordance with their express performance warranties on the date
of delivery hereunder, CSG agrees that it shall be responsible for the hardware
costs associated with upgrading the Aggregator Designated Environment such that
it complies with this representation .
4. Installation Services. Customer will receive the installation services set
forth in Exhibit X-1 in connection with its license to use the Aggregator
Express Product.
5. Term. This Schedule X shall be effective upon the date set forth above
----------
and shall continue in effect until June 30, June 30, 2000 unless terminated
earlier in accordance with the terms and conditions of the Agreement. Any
extension of this Schedule X shall be pursuant to the parties' mutual written
consent.
Agreed and accepted this 29th day of December, 1999, by:
CSG SYSTEMS, INC. ("CSG") TCI CABLE MANAGEMENT CORPORATION ("Customer")
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxx Xxxxxxxxxx
------------------------------ --------------------------------------
Name: Xxxxxx X. Xxxxx Name: Xxx Xxxxxxxxxx
---------------------------- ------------------------------------
Title: V.P. & General Counsel Title: EVP Fulfillment Svcs & Operations
--------------------------- -----------------------------------
Exhibit X-1.........Installation Services and System Sites
Exhibit X-2.........Designated Environment
CONFIDENTIAL AND PROPRIETARY INFORMATION-FOR USE BY AUTHORIZED EMPLOYEES OF THE
PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR
RESPECTIVE COMPANIES
1
EXHIBIT X-1
-----------
INSTALLATION SERVICES AND SYSTEM SITES
--------------------------------------
1. For the fees set forth in Schedule D, CSG will provide the following
Installation Services in connection with Aggregator Express, for the System
Sites set forth below as of the date of execution of this Amendment:
. on-site product integration review
. documentation
. statement translator development
. ESP statement format development for Iowa and California and Texas
projects
. circuit sizing recommendations (via phone) for non-CSG rendered services
. UNIX/mainframe parameter setup
. pre-implementation support of operational concerns
. on-site ESP requirements gathering and training (at CSG facility)
. guide interface development
. CCS account creation
. development of auto registration
. up to fifty (50) hours of process consulting
2. System Sites:
Select System Sites in Iowa, Texas and California:*
Iowa
----
. Cedar Rapids
. Waterloo
Texas and California
--------------------
. Subscribers enrolled in the AT&T BIS
Bottom of the Xxxx Promotion
* Other mutually agreed upon System Sites.
CONFIDENTIAL AND PROPRIETARY INFORMATION-FOR USE BY AUTHORIZED EMPLOYEES OF THE
PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR
RESPECTIVE COMPANIES
2
EXHIBIT X-2
-----------
================================================================================
CSG Aggregator Express (TM) Designated Environment
================================================================================
Effective 11/99 Page 1 of 1
================================================================================
CSG Aggregator Express - ACSR Integrated Environment /(1)/
--------------------------------------------------------------------------------
Platform
--------------------------------------------------------------------------------
See current Designated Environment hardware and software requirements for ACSR
for Windows NT, Windows 95 workstation, and Statement Express
--------------------------------------------------------------------------------
(1) Requires CSG:
. CCS or ACSR;
. ESP; and
. Statement Express products
CSG Aggregator Express - Stand Alone Environment
--------------------------------------------------------------------------------
Client Hardware
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Processors
--------------------------------------------------------------------------------
Compaq, IBM and Dell Business Class computers with Intel Pentium, Pentium II and
Celeron processors designated as Microsoft Windows NT certified and Year 2000
compliant.
--------------------------------------------------------------------------------
Random Access Memory (RAM)
--------------------------------------------------------------------------------
64 MB
--------------------------------------------------------------------------------
Minimum Hard Drive Space
--------------------------------------------------------------------------------
1.2 GB
--------------------------------------------------------------------------------
Minimum Video Requirements
--------------------------------------------------------------------------------
1024 x 768 x 256 colors, small font
--------------------------------------------------------------------------------
SVGA 15" Monitor
--------------------------------------------------------------------------------
Printer
--------------------------------------------------------------------------------
Any printer compatible with the client workstation/network environment
--------------------------------------------------------------------------------
CD-ROM
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Client Software
--------------------------------------------------------------------------------
Operating System
--------------------------------------------------------------------------------
Microsoft Windows NT v4.0 w/ Service Pack 3 and Year 2000 fixes; or w/ Service
Pack 4 and Year 2000 fixes.
--------------------------------------------------------------------------------
Microsoft Windows 95 with OSR 2.5, 4.00.1111 with Y2K fixes, and
WIN95Y2K.EXE applied
--------------------------------------------------------------------------------
Communications
--------------------------------------------------------------------------------
Internet Explorer 4.x minimum or greater, or Netscape Navigator 4.x minimum or
greater
--------------------------------------------------------------------------------
Other
--------------------------------------------------------------------------------
Open Windows
--------------------------------------------------------------------------------
CONFIDENTIAL AND PROPRIETARY INFORMATION-FOR USE BY AUTHORIZED EMPLOYEES OF THE
PARTIES HERETO ONLY AND IS NOT FOR GENERAL DISTRIBUTION WITHIN OR OUTSIDE THEIR
RESPECTIVE COMPANIES
3
