EXHIBIT 2.19P
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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 (***).
FIFTY SIXTH AMENDMENT
TO
RESTATED AND AMENDED
CSG MASTER SUBSCRIBER MANAGEMENT SYSTEM AGREEMENT
BETWEEN
CSG SYSTEMS, INC.
AND
AT&T BROADBAND MANAGEMENT CORPORATION
This 56th Amendment (the "Amendment") is effective as of the 30/th/ day of
September, 2001, and is made by and between CSG Systems, Inc., a Delaware
corporation ("CSG"), and AT&T Broadband Management Corporation (f/k/a TCI Cable
Management Corporation) ("Customer"). CSG and Customer are parties to 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.
The parties hereto agree as follows:
1. This Amendment voids the Fifty-Fourth Amendment to this Agreement in its
entirety as of the effective date of such Amendment thereby eliminating any
effect of the 54/th/ Amendment on this Agreement. Notwithstanding the
foregoing, CSG agrees to adjust the charges on any previous invoices issued
to Customer pursuant to the Fifty-Fourth Amendment in accordance with the
changes to the fees set forth in this Amendment. Such adjustment will be
reflected on the December 2001 invoice issued by CSG to Customer.
2. As of the date of execution of this Amendment, Customer receives CSG's CSG
Ticket Express(TM) service pursuant to the Fourteenth Amendment to the
Agreement dated March 31, 1999 (the "Fourteenth Amendment"). Customer no
longer desires to receive CSG's CSG Ticket Express(TM) service. Therefore,
effective as of September 1, 2001, the Fourteenth Amendment shall be
terminated in its entirety and have no further force or effect, except for
Paragraph 5 of such Amendment. Notwithstanding the foregoing, Customer
shall still be responsible for paying CSG all of the fees due in relation
to the Fourteenth Amendment for all months prior to its termination.
3. Customer desires to receive CSG Care Express(R). Therefore, for the term of
the license as set forth in Paragraph 4 and subject to payment of the fees
set forth in Paragraph 6, CSG grants Customer, and Customer hereby accepts
from CSG, a non-exclusive and non-transferable license to use the software
constituting CSG Care Express(R) (the "Term License") in object code form
only, and only for Customer's own internal purposes and business operations
with the Services for providing accounting and billing services to its
subscribers. The Term License is limited to the number of One Time
Registered Users procured by Customer pursuant to Paragraph 6(b). Customer
agrees that it shall not: (i) reverse engineer, decompile or disassemble
any of the Term License; (ii) sell, lease or sublicense any of the Term
License; (iii) publish any results of benchmark tests on the Term License;
(iv) create, write or develop any derivative
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
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"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
of the Term License; (v) use the Term License to provide any service to or
on behalf of any third parties in a service bureau capacity; (vi) permit
any other person to use the Term License, whether on a time-sharing, remote
job entry or other multiple user arrangement; and (vii) install the Term
License, or any update or enhancement thereto, on a network or other multi-
user computer system unless CSG specifically authorizes it in writing.
Nothing in this Agreement shall entitle Customer to receive the source code
of the Term License in whole or in part.
4. The Term License granted in Paragraph 3 above, and the terms related to the
CSG Operations and Facilities Management Services, shall be effective for a
term commencing on September 1, 2001 and shall terminate on December 31,
2003. Notwithstanding the foregoing, Customer shall, upon ninety (90) days
written notice, have the right to terminate the Term License and any CSG
Operations and Facilities Management Services related to the Term License,
provided that Customer has paid to CSG at least $*** in the Term License,
Registered User Maintenance, CSG Operations, Facilities Management
Services, and Non-Registered User fees. Upon notice of termination of the
Term License, and during such ninety (90) day period prior to termination
of the License Term, CSG will provide Customer, subject to the payment of
any unpaid fees accrued in accordance with Paragraph 6 of this Amendment, a
data file of CSG Care Express(R) data which will include statement data, e-
mail id, login id and password, and any other da7ta or information retained
by CSG Care Express(R). Furthermore, CSG will retain any data or
information and make that data or information available to Customer for a
period of thirty (30) days after termination of the Term License and any
support, maintenance and/or facility management services related thereto.
Should Customer desire, CSG will also provide Customer with a data file of
customer data contained within CCS. Any services provided by CSG under
this Paragraph 4 shall be performed in pursuant to and in accordance with a
mutually agreeable Statement of Work. In neither case shall these one-time
data feeds be construed as an interface. Such data files will not be
provided by CSG for any purpose other than to help Customer transition to a
new web based application with similar functionality as CSG's Care
Express(R).
5. Although the duration of the Term License as set forth in Paragraph 4 of
this Amendment is different from the term of the Agreement as set forth in
Section 15 of the Agreement, the rest of the terms and conditions of the
Agreement, including, but not limited to, Section 17(d), shall apply with
respect to CSG Care Express(R), but only during the duration of the Term
License.
6. Schedule D of the Agreement shall be amended to include the following fees
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for the CSG Care Express(R).
(a) Installation Services (per request)
. Electronic ▇▇▇▇ Presentment (EBP) Quote
. Self-Care Quote
All installation services and the associated fees shall be set forth in
a mutually agreed upon Statement of Work. Reimbursable Expenses are
additional.
(b) Fees for EBP and Self-Care:
. One Time Registered User License Fee (($***) per registered
user) $(***)
- Term License Fee through December 31, 2003
- Capacity for up to (***) registered users
- Customer shall pay CSG the $(***) license fee as follows:
. $(***) due on April 15, 2002
Note: In the event that Customer exceeds (***) registered users,
Customer shall be required to license additional registered user
capacity in incremental blocks of (***) registered users at $(***)
per each registered user, prorated for the remaining term of the Term
License. Such proration of the license fee due to CSG shall be
calculated based upon the prorated time period from the date the
additional licenses are granted to Customer to December 31, 2003. For
example, if Customer licensed additional registered user capacity of
(***) registered users on November 1, 2002, the license fee would be
$(***) per registered user or a total of $(***). Such additional
licenses shall be granted to Customer via a duly executed amendment
to the Agreement.
. Monthly Registered User Maintenance Fee (per registered user) $(***)
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
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"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
. Monthly CSG Operations Fee (per registered user)* $(***)
. Monthly Facilities Management Services Fees**:
- Registered User Management Fee (per registered user) $(***)
- Statement Storage Fee (per statement stored) $(***)
. Non-Registered User Fee (per non-registered user transaction) $(***)
. Online ▇▇▇▇ Payment (per transaction)
Note: CSG's credit card processing services are required for online
▇▇▇▇ payment. The accepted transaction fee for such services are set
forth in Schedule D, Section 15 of the Agreement.
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*Note: Including operations of interconnected systems for which CSG
maintains in relation to the CSG Care Express(R) application.
**Note: Customer desires, and CSG agrees, to host CSG Care Express(R)
and provide facilities management services to Customer through the
license term set forth in Paragraph 4 of this Amendment. Customer,
however, shall have the option to host, at Customer's location, the
services provided by CSG under the Facilities Management Services
fees set forth in 4/th/ bullet point) of 3(b) above. In the event
that Customer desires to host the services provided by CSG under
▇/▇▇/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇(▇) above, Customer shall provide CSG with at
least 90 days prior written notice that CSG is to cease to provide
such services to Customer. In such event, the Monthly Facilities
Management Services Fee shall terminate upon Customer's assumption of
the host function. Any associated transition requirements and costs
will be set forth in a mutually executed Statement of Work.
(c) Monthly Fee Minimum
Commencing the month in which this Amendment is executed, Customer shall be
responsible for paying CSG a monthly minimum fee in relation to the
Register User Maintenance Fee, CSG Operations Fee, Facilities Management
Services Fees, and Non-Registered User Fee set forth above. The monthly
minimum fee shall be paid in accordance with the following schedule:
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Time Period Monthly Minimum Total
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September 2001 - March 2002 $(***) $(***)
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April 2002 - June 2002 $(***) $(***)
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July 2002 - December 2002 $(***) $(***)
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January 2003 - June 2003 $(***) $(***)
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July 2003 - November 2003 $(***) $(***)
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December 2003 $(***) $(***)
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Total payment as of December 2003 $(***) $(***)
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Notwithstanding the foregoing, the monthly minimum fees shall only be due
to CSG until Customer has paid to CSG at least $(***) in Registered User
Maintenance, CSG Operations, Facilities Management Services, and Non-
Registered User fees. Thereafter, the monthly minimum fee shall no longer
be applicable.
(b) Web Page Maintenance & Programming Services (per person, per hour) Quote
The hourly rate used shall be Customer's then current rate for Technical
Services (minimum of 1 hour)
(e) Custom Development Quote
All custom development services and the associated fees shall be set forth
in a mutually agreed upon Statement of Work. Reimbursable Expenses are
additional. The hourly rate used shall be Customer's then current rate for
Technical Services.
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
"Confidential Treatment Requested
and the Redacted Material has been
separately filed with the Commission."
Note: In the event that Customer desires or is required to produce a physical
statement, then, in addition to the fees set forth above, Customer shall be
responsible for paying the CCS Print and Mail Services Fees as set forth in
Schedule D, Section 6.
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7. During term set forth in Paragraph 4 of this Amendment, the CSG Care
Express(R) application will be available *********** percent ((***)%) of the
time, on a monthly basis, excluding downtime for maintenance for up to ****
(***) hours per week to occur during CSG's published scheduled downtime for
CSG Care Express(R). In the event CSG's scheduled downtime for maintenance is
expected to exceed **** (***) hours in a particular week, CSG shall provide
Customer with ******** (***) days prior notice. However, in no event shall
the monthly average of downtime exceed *** (***) hours per week. For purposes
of this Paragraph 7, downtime does not include network capabilities beyond
the CSG point of demarcation including, but not limited to, telephone lines,
individual terminals, controllers or modems not located on CSG's property.
CSG shall use commercially reasonable efforts to provide Customer with a
minimum of *** (***) weeks advance notice to Customer for downtime for system
maintenance. CSG shall provide written reports on a monthly basis indicating
CSG's performance with regard to these standards.
If CSG fails to meet the performance standards set forth above ("Failed
Standard"), Customer shall provide CSG with written notice (the "Notice")
within *** (***) days of the date of the monthly report that describes with
specificity the nature of the Failed Standard. If the noticed Failed Standard
persists for a second month, then Customer shall be entitled to the exclusive
remedy for a Failed Standard prescribed below in this Paragraph 7, which the
parties agree shall be construed to be liquidated damages and not a penalty.
For clarification purposes, once a Failed Standard is cured by CSG, by
meeting the (***)% availability requirement for the month immediately
following the Failed Standard, any subsequent notice provided by Customer
with respect to failure to meet the (***)% availability standard shall be
considered a new and separate Failed Standard for purposes of calculating
Customer's remedies below.
(a) If CSG cures the noticed Failed Standard by achieving a (***)%
availability for the month in which CSG receives the Notice, there shall
not be any credit owed to the Customer.
(b) If CSG fails to cure the Failed Standard for the month in which it
receives the Notice, then Customer shall receive a credit equal to the
Total Monthly Fees paid or payable by Customer to CSG for the previous
month in which the Failed Standard occurred multiplied by the product of
(i) (***)% minus the service level percentage for that month in which the
Failed Standard occurred multiplied by (ii) the multiple ***** (***).
(c) For purposes of this Paragraph 7, the "Total Monthly Fees" shall include
the greater of monthly fees paid by Customer to CSG in accordance with
either Section B or Section C of Schedule D of the Agreement, as amended
by Paragraph 6 of this Amendment.
(d) The remedy formula set forth in Paragraph 7(b) above will continue to be
applied for each consecutive month in which a Failed Standard occurs
until the (***)% performance standard is again achieved in a subsequent
month.
(e) Notwithstanding the above, in no event shall a credit for a Failed
Standard exceed the Total Monthly Fees paid by Customer to CSG for the
previous month in which the Failed Standard occurred.
CSG SYSTEMS, INC. ("CSG") AT&T BROADBAND MANAGEMENT
CORPORATION ("CUSTOMER")
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇
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Title: CFO Title: SVP & CIO
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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
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