EXHIBIT 10.31
STATEMENT PRODUCTION SERVICES AGREEMENT
between
U. S. COMPUTER SERVICES
2969 PROSPECT PARK DRIVE
RANCHO CORDOVA, CALIFORNIA 95670
and
CINCINNATI BELL INFORMATION SYSTEMS INC.
600 VINE STREET
CINCINNATI, OHIO 45202
U. S. Computer Services (hereinafter called "USCS"), a California corporation,
agrees to provide Cincinnati Bell Information Systems Inc. (hereinafter called
"CBIS") and CBIS agrees to purchase Statement Production Services described in
Attachments A and B (hereinafter collectively called "Services") subject to the
following terms and conditions:
1. TERM OF AGREEMENT
1.1 The term of this Agreement shall be [*]. This agreement shall be
automatically renewed for [*] periods thereafter unless either party
hereto provides to the other written notice of intent not to renew at
least ninety (90) days prior to the expiration date of the original
term or succeeding terms, if any.
1.2 Testing of the systems necessary to provide Statement Production
Services as set forth in Paragraph 5 of this Agreement will occur as
mutually agreed. This will include exercising all aspects of the
services package provided for in this Agreement, and may include live
statement runs. For those instances in which live statement runs
(resulting in statements being mailed by USCS for CBIS) occur prior to
the commencement date of this Agreement, the parties shall be bound by
the terms and conditions of this Agreement as to such statements.
1.3 During the time of the initial conversion of systems on CBIS (at the
time of the signing of this contract) to the USCS bill production
system neither the custom programming charges nor the timetable in
paragraph 1.4
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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shall be applicable. USCS and CBIS will mutually agree upon the
initial conversion schedule. CBIS will provide USCS with camera-ready
art and specifications for forms and envelopes along with print files
that match the forms and envelopes.
1.4 USCS and CBIS will mutually agree on statement format, envelope
format, print file format, tape format, Transmit 56 protocol (if
applicable), and statement cutoff dates. Once the above information
is agreed upon, CBIS will provide written notification for any changes
or new CBIS customer according to the following schedule:
Forms Printing [*]
Envelope Printing [*]
Insert ("Stuffer") Printing [*]
Electronic Forms [*]
Print File Format [*]
Tape Format [*]
Transmit 56 Protocol [*]
Statement Cutoff Dates [*]
Inserting Plan Setup [*]
Certain changes may involve custom programming charges which will be
quoted in advance. Changes involving a change in paper and/or
envelope stock which result in unused inventory of such stock are
subject to an unused stock fee as described in Paragraph 7.5.
2. NATURE OF RELATIONSHIP
2.1 CBIS is currently a vendor to the U.S. cellular industry offering
products and services that include MIS packages and bill production.
Under this Agreement, USCS would become a vendor to CBIS for [*].
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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[*]
2.4 USCS does intend to have a marketing presence in the cellular
industry. This would include but not be limited to participation in
industry trade shows, advertising in industry trade publications,
sales calls, and other direct marketing efforts. [*]
[*]
2.7 USCS and CBIS agree that the further intent in this developing
relationship is to pursue other opportunities in the areas of domestic
and international cellular, international bill production, domestic
BOC bill production, and other areas as might be deemed mutually
appropriate.
3. DELIVERY OF MATERIAL AND DATA FOR PROCESSING
3.1 Delivery of the print file to the USCS statement production facility
will be by high speed data line (Transmit 56). [*] USCS and CBIS shall
each share operational responsibility for this data transmission.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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3.2 CBIS may, at its option, ship or transmit system data before a final
accuracy check has been made. In such case, USCS will hold the cutoff
in abeyance until a written release by facsimile has been issued by
CBIS. Should new system data be necessary, CBIS will be responsible
for all costs associated with delivering or transmitting the new print
file to USCS. Should a release be issued that is later rescinded,
CBIS shall reimburse USCS for work performed at USCS standard rates
including, but not limited to, data transmission, printing, inserting,
postal presorting, and postage. This reimbursement shall be limited
to work performed after the release and before the rescission. Should
CBIS' statements already have been released to the U.S. Postal system
after the rescission is issued, USCS shall incur no liability for
incorrect statements.
4. CBIS DATA
4.1 CBIS will provide USCS a print file of data to be processed by USCS
and used to provide Statement Production Services. This print file
will be in the format mutually agreed to by USCS and CBIS.
4.2 USCS requires [*] for purposes of internal control and postal
presort. This requirement may increase as postal regulations change.
5. STATEMENT PRODUCTION SERVICES
5.1 Attachment A describes the components of USCS Statement Production
Services.
6. NORMAL TIME FOR PROCESSING
[*]
6.2 Should CBIS, after the transmission and release of data, request USCS
to place a hold on statement production, the turnaround time shall be
extended by the time of the hold. Likewise, should a hold on
statement production be necessary due to submission by CBIS of changes
to print file format, tape format, forms, envelopes,
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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inserts, Transmit 56 protocol or statement cutoff dates later than the
limits outlined in Paragraph 1.3, the turnaround time shall be
extended by the time of the hold.
[*]
7. PRICE
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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8. PAYMENT FOR SERVICES
8.1 USCS shall invoice CBIS monthly for Services. Standard payment terms
are [*]. In the event that CBIS does not render full payment within
sixty (60) days of the date payable, USCS may, after notifying CBIS,
cease any and all Services until such account is brought current.
8.2 CBIS agrees to prepay the postage expense for mailing statements.
CBIS agrees to set up a postage deposit account with USCS. [*]
In the event CBIS does not prepay postage, as set forth above, USCS
reserves the right to hold statements until sufficient funds are
received.
8.3 In the event of an increase in postage rates, the postage expense for
mailing statements by USCS shall be increased by the amount of USCS'
actual cost of such increase.
[*]
8.5 CBIS will pay directly, or reimburse USCS for, all taxes and charges
imposed on any interest in or use of any Services, supply, or upon
this Agreement, excluding, however, all taxes on or measured by USCS'
income.
8.6 If CBIS fails to pay any charges when due and payable, CBIS agrees
that CBIS will pay a late payment service charge of [*] per month, but
not in excess of the lawful maximum, on the past due balance.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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9. STANDARDS OF WORK
9.1 USCS warrants that the performance of work and Services provided to
CBIS under this Agreement shall be in conformance with the
requirements of this Agreement and with industry standards.
10. PROPRIETARY INFORMATION AND DISCLOSURE
10.1 USCS agrees that all information disclosed by CBIS during performance
of this Agreement shall be considered proprietary, be held in
confidence and used only in performance of this Agreement. No
information provided by CBIS under this Agreement shall be duplicated
or furnished to another party without prior written consent of CBIS.
USCS will exercise the same standard or care to protect CBIS'
proprietary data as is used to protect its own proprietary data
from unauthorized disclosure.
10.2 In a like manner, CBIS understands the proprietary nature of the
system designed and developed solely by USCS, and CBIS will exercise
similar care to prevent unauthorized disclosure of any information
that could be injurious to the business operations and welfare of
USCS.
10.3 The obligations in this Section 10 shall survive the termination of
this Agreement for a five (5) year period.
11. LIMITATION OF REMEDY
11.1 USCS' liability for loss of any CBIS data or materials shall be
limited to the replacement or regeneration of the lost items by the
method or means deemed most reasonable by USCS.
11.2 Neither USCS nor CBIS shall be considered in default due to any
failure in performance of this Agreement, in accordance with its
terms, should such failure arise out of causes beyond its control
and without its fault or negligence.
11.3 In the event of an error or omission, whether human or mechanical, on
the part of USCS or its employees, USCS may elect to reprocess the
work at no extra cost to CBIS to correct said error or omission. USCS
shall indemnify and hold CBIS harmless from and against any claims
initiated against CBIS by third parties arising from the procedural
errors or omissions by USCS. USCS' liability to CBIS for any losses
or damages, direct or indirect, arising out of this Agreement shall
not exceed the total
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amount billed or billable to CBIS for the performance which gave rise
to the loss or damage. USCS shall not be liable for any special or
consequential damages in any event.
12. INSPECTIONS
12.1 It is understood that CBIS may inspect all work being performed under
this Agreement to the extent practical at all reasonable times and
places. However, it is also understood that such inspections by CBIS
shall not be performed in any way that shall unduly delay the work
being performed. Reasonable facilities and assistance shall be
provided for CBIS' inspection if any inspection is made by CBIS on the
premises of USCS. Such facilities and assistance shall be provided
without extra charge. However, should CBIS perform inspection at a
place other than the premises of USCS, it shall be at the expense of
CBIS.
13. MISCELLANEOUS
13.1 ATTORNEYS' FEES. The parties agree that in the event it is necessary
to employ attorneys to enforce the terms of this Agreement, the
prevailing party in any lawsuit shall be entitled to an award of
reasonable attorneys' fees and court costs.
13.2 ASSIGNMENT. This Agreement may not be assigned by either party
without prior written consent of the other party. This agreement
shall inure to the benefit of, and shall be binding upon, the parties
hereto and their respective successors and permitted assigns.
13.3 AMENDMENT. This Agreement may be amended only by an instrument in
writing, executed by CBIS and USCS.
13.4 GOVERNING LAW. This Agreement will be governed in all respects by the
laws of the State of California.
13.5 ENTIRE AGREEMENT. This Agreement and Attachments represent the entire
agreement between the parties and supersede and replace all prior oral
and written proposals, communications, and agreements with regard to
the subject matter hereof between CBIS and USCS.
13.6 PLANT RULES AND SECURITY REQUIREMENTS. The employees and agents of
each party shall, while on the premises of the other, comply with all
plant rules and regulations in effect at such premises, including
security requirements.
13.7 PUBLICITY. The parties shall not, without prior written
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permission from the other party, issue or release for publication any
articles or advertising or publicity matter relating to the work
performed hereunder or the existence of this Agreement.
13.8 INFRINGEMENT. The following terms apply to any infringement, or
claims of infringement, of any patent, trademark, copyright, trade
secret or other proprietary interest based on the manufacture, normal
use or sale of any material, equipment, programs or services furnished
by USCS to CBIS hereunder or in contemplation hereof. USCS shall
indemnify CBIS and its subsidiaries, jointly and severally, for any
loss, damage, expense or liability that may result by reason of any
such infringement. USCS shall defend or settle, at USCS' own expense,
any action or suit for which USCS is responsible hereunder. CBIS
shall notify USCS promptly of any claim of infringement for which USCS
is responsible, and shall cooperate with USCS in every reasonable way
to facilitate the defense of any such claim.
13.9 LIABILITY. Neither USCS nor its subcontractors nor the employees or
agents of any of them, shall be deemed to be employees or agents of
CBIS, it being understood that USCS is an independent contractor for
all purposes and at all times; and USCS shall be solely responsible
for the withholding or payment of all federal, state and local
personal income taxes, social security, unemployment and sickness
disability insurance and other payroll taxes with respect to its
employees, including contributions from them when and as required
by law.
[*]
13.11 SECTION HEADINGS. The headings of the several Sections are inserted
for convenience of reference only and are not intended to be part of,
or to affect the meaning or interpretation of, this Agreement.
13.12 WAIVER. No provision of this Agreement shall be deemed waived,
amended, or modified by either party, unless such waiver, amendment or
modification be in writing and signed by the party against whom it is
sought to enforce the waiver, amendment or modification.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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13.13 SEVERABILITY. If any provision, or portion thereof of this
Agreement, is deemed to be invalid under any applicable statute or
rule of law, it is only to that extent to be deemed omitted.
14. TERMINATION
14.1 BREACH. Either party shall have the right to terminate the Agreement
if the other fails to substantially comply with any of its material
obligations under the Agreement. Should either party elect to
exercise this right to terminate for breach, it must be done in
writing specifically setting forth the claimed breach. The other
party shall then have thirty (30) days from receipt of notification to
remedy the breach. If such party corrects the breach within this
period, then the Agreement shall not be terminated pursuant to this
provision. Should such party fail to correct the breach within the
period, then the party claiming breach shall have the right to
terminate the Agreement forthwith. In the event that this Agreement
is terminated due to a breach by USCS, the provisions of paragraph 2.5
shall survive such termination for a period of three (3) years.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
9th day of October, 1990.
CINCINNATI BELL INFORMATION
SYSTEMS, INC. U.S. COMPUTER SERVICES
By: /s/ Rudolph J. Frank By: /s/ Raymond W. Matteson
--------------------- ------------------------
Rudolph J. Frank Raymond W. Matteson
President Vice President
Communications Systems Group Business Development
Date: October 9, 1990 Date: October 9, 1990
---------------------- -------------------------
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ATTACHMENT A
SPECIFICATIONS FOR FORMS AND ENVELOPES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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ATTACHMENT A
DESCRIPTION OF SERVICES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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ATTACHMENT A
DESCRIPTION OF SERVICES CON'T
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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USCS/International Billing Services RATE SHEET CBIS
ATTACHMENT B
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 1
USCS/International Billing Services RATE SHEET CBIS
ATTACHMENT B
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 2
USCS/International Billing Services RATE SHEET CBIS
ATTACHMENT B
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 3
USCS/International Billing Services RATE SHEET CBIS
ATTACHMENT B
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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ATTACHMENT C
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 1
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 2
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 3
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 4
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 5
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 6
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 7
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 8
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 9
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 10
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 11
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 12
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 13
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 14
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 15
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 17
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 18
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 19
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 20
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 21
INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS PRESENTATION OF RATES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 24
INTERNATIONAL BILLING SERVICES CBIS REMINDERS
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS REMINDERS
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS REMINDERS
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS REMINDERS
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS REMINDERS
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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INTERNATIONAL BILLING SERVICES CBIS REMINDERS
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
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EXHIBIT 10-31E
ATTACHMENT "D"
TO
STATEMENT PRODUCTION SERVICES AGREEMENT
1. Section 6.1 is amended by inserting the words, "... for each category
comprised of regular statements and reminder or treatment notices." at
the end of the first sentence thereof.
2. Section 6.1 is amended by adding the following at the end thereof:
[*]
3. Section 7.3 is amended by adding the following:
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
4. Section 13.4 is amended by the following:
"The parties agree that the forum for any suit or action under this
Agreement shall be the State or Federal Courts sitting in Cincinnati,
Ohio."
CINCINNATI BELL INFORMATION U.S. COMPUTER SERVICES
SYSTEMS INC.
/s/ Rudolph J. Frank /s/ Raymond W. Matteson
---------------------------- -----------------------
Rudolph J. Frank Raymond W. Matteson
President Vice President
Communications Systems Group Business Development
Oct. 9, 1990 October 9, 1990
---------------------------- -------------------------
Date Date
FIRST ADDENDUM
TO
STATEMENT PRODUCTION SERVICES AGREEMENT
INTRODUCTION: On October 9, 1990, U.S. COMPUTER SERVICES (USCS) and CINCINNATI
BELL INFORMATION SERVICES (CBIS) entered into a Statement Production Services
Agreement (the "Agreement"). Subsequent to entering into the Agreement, CBIS
requested USCS to change certain forms and envelope pricing under the Agreement.
USCS was willing to make such changes based on minimum quantities and provided
that CBIS made certain commitments. This Addendum is the result of negotiations
on these issues.
Wherever language contained in this Addendum conflicts with the terms of the
Agreement, the language contained in this First Addendum shall control.
The parties agree as follows:
1. DEFINITIONS AND SPECIFICATIONS. The "Replacement Attachment A" attached to
this Addendum replaces Attachment A of the Agreement. The specifications
set forth in Replacement Attachment A meet or exceed in all instances the
specifications in the CBIS Request for Proposal (RFP) dated October 25,
1990.
2. TERMINATION OF PRIOR FORMS/ENVELOPE PRICING. For the term of this
Addendum, the parties hereby delete the prices in Items II, IV, V, VI and
XIII in Attachment B of the Agreement and Paragraph 7.5 of the Agreement.
3. NEW FORMS/ENVELOPE PRICING. Forms and envelope prices will be:
a. FORMS: [*] per thousand;[*]
b. SEND ENVELOPE: [*] per thousand in minimum Gang Run of [*] includes
2 color preprinting
c. RETURN ENVELOPE: [*] per thousand in minimum Gang Run of [*]
includes 1 color preprinting
d. 9 X 12 FLAT ENVELOPE: [*] per thousand in minimum Gang Run of
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 1 -
e. ENVELOPE MODIFICATIONS:
Additional colors Add [*] per color per thousand; Minimum Job Run
of [*] or [*] Set-Up Fee; total colors per envelope
limited to 3 outside and 1 inside
Inside Privacy Add [*] per thousand; Minimum Job Run of [*] or
[*] Set-Up Fee
Glassine Add [*] per thousand; Minimum Job Run of [*] or
[*] Set-up Fee
Move window [*] charge per thousand; Minimum Job Run of [*] or
[*] Set-Up Fee. All window locations specified
by CBIS must meet U.S. Postal Service requirements
and USCS' manufacturing and inserting
requirements.
Peel & Seal flap Add [*] per thousand; available for 9 X 12 Flat
Envelope only
"Gang Run" means press run(s) which are (a) ordered at the same time and (b)
involve forms or envelopes of the same size, paper weight, paper quality, and
method of construction.
"Job Run" means a portion of a Gang Run in which all print parameters and window
parameters are identical, including (but not limited to) color, one- or two-side
printing, print location(s) on the envelope, window placement, window numbers,
window material etc.
4. INVENTORY MANAGEMENT FEE. USCS will charge and CBIS agrees to pay an
inventory management fee of [*] per one thousand Forms/Envelopes. Said fee
shall be assessed based on the number of Forms/Envelopes purchased by CBIS
from USCS or handled by USCS but provided from other vendors of CBIS
customers' choice. The foregoing notwithstanding, the parties agree that
USCS shall waive such fee for forms and envelopes during the interim
conversion period until [*] for forms and envelopes existing
in CBIS inventory as of [*] (new orders for forms and envelopes
placed after
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 2 -
[*] during the interim conversion period shall be subject to this inventory
management fee). The inventory management fee shall be invoiced when
forms/envelopes are ordered from USCS or received by USCS from other
vendors, as relevant.
5. FORMS/ENVELOPES PURCHASING PROCESS.
a. In order to be eligible for the prices in Paragraph 2, CBIS must place
firm orders once for each calendar quarter in the following minimum
amounts:
(1) FORMS: [*] million per quarter
(2) SEND ENVELOPES: Minimum Gang Run of [*] per quarter
(3) RETURN ENVELOPE: Minimum Gang Run of [*] per quarter
(4) 9 X 12 FLAT ENVELOPE: Minimum Gang Run of [*] per quarter
b. CBIS must place firm orders once each quarter conforming to the
following schedule:
Order Date For forms/envelopes to be used in--
---------- -----------------------------------
December 1 January, February, March
March 1 April, May, June
June 1 July, August, September
September 1 October, November, December
To the extent that forms/envelopes are changed or established for new
CBIS customers, the written notification to USCS must also comply with
the time frames in Paragraph 1.4 of the Agreement.
c. USCS waives the minimum purchase requirements of Paragraph 5a until
[*].
d. CBIS agrees that orders for systems with less than [*] subscriber
statements per month shall be placed once per year rather than once
per quarter. Yearly orders may be placed on any of the Order Dates
referenced in b above.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 3 -
e. Quarterly and yearly orders will be invoiced by USCS to CBIS
approximately ten to fifteen days after the order is received.
Payment in full is due within 30 days of the invoice date.
f. To the extent that any CBIS Customer needs additional forms or
envelopes outside of the quarterly or yearly amounts ordered by CBIS
for whatever reason (including, but not limited to, those needed
because of new systems converted to USCS, changes in design or
under-ordering by CBIS), then such additional forms and envelopes
shall be supplied by USCS to CBIS on a mutually agreed as-quoted
basis.
g. If changes in design by CBIS or CBIS customers after a quarterly or
yearly order has been placed results in unusable forms or envelopes in
inventory or on order, CBIS shall not be entitled to any credit or any
refund of the order or the Inventory Management Fee.
6. PRICING IF MINIMUMS NOT MET. [*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 4 -
[*]
9. CBIS EXCLUSIVITY COMMITMENT; USCS RIGHT TO BID ON CUSTOMER FORMS/ENVELOPES.
CBIS agrees that it will not, during the term of the Agreement, directly or
indirectly solicit or purchase from another entity any forms or envelopes
used for its customers. The parties understand that CBIS's customers may
solicit bids from outside vendors for forms and envelopes and CBIS agrees,
in good faith and to the extent possible, to urge such customers to allow
USCS to take part in the bidding process, either through CBIS under this
Agreement or on its own behalf.
10. STORAGE FEES FOR 3RD PARTY FORMS/ENVELOPES. The Parties agree that,
Paragraph 2.3 of the Agreement notwithstanding, CBIS customers may have
forms and/or envelopes produced by a party or parties other than USCS
(hereinafter referred to as "Third Party Forms/Envelopes"), provided that
such Third Party Forms/Envelopes meet the specifications set forth in
Replacement Attachment A and the terms, conditions and specifications in
the CBIS RFP dated October 25, 1990, and further provided that CBIS pays to
USCS the Inventory Management fee as set forth in Paragraph 4 of this
Addendum.
[*]
13. MISCELLANEOUS. Paragraph 3 of Attachment D of the Agreement is hereby
deleted.
14. TERM OF ADDENDUM. Paragraphs 4, 7, 9 and 12 of this Addendum shall remain
in effect for the term of the Agreement. The term of the remainder of this
Addendum shall be from the date of its execution until October 9, 1993. At
that time, forms
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 5 -
and envelope prices, terms, and specifications shall be subject to good
faith renegotiation. It is the intent of the parties to have forms and
envelopes production included in the Agreement during the entire term of
the Agreement.
Except as modified herein, all other terms and conditions of the Agreement shall
remain in full force and effect unchanged.
IN WITNESS WHEREOF, the parties hereto have executed this First Addendum as of
the ___________ day of _________________________, 1991.
CINCINNATI BELL INFORMATION U.S. COMPUTER SERVICES
SYSTEMS, INC.
By: /s/ D R Cornely By: /s/ Raymond W. Matteson
- --------------------------------- ----------------------------
Daniel R. Cornely Raymond W. Matteson
- --------------------------------- ----------------------------
(typed name) (typed name)
7/17/91 7/17/91
- --------------------------------- ----------------------------
(date) (date)
- 6 -
REPLACEMENT ATTACHMENT A
SPECIFICATION FOR FORMS AND ENVELOPES
A. "FORMS" means forms for CBIS customer billing statements meeting the
following specifications
- ------------------------------------------------------------------------------
MINIMUM SATISFACTORY RANGE MAXIMUM
Reject Lower Upper Reject
Test Names Below: Limit Target Limit Above:
- ------------------------------------------------------------------------------
WEIGHT 25X38/500 [*]
CALIPER
MULLEN
TEAR MD
TEAR CD
SMOOTHNESS FS
SMOOTHNESS WS
STIFFNESS (TABOR)MD
STIFFNESS (TABOR)CD
BRIGHTNESS FS
OPACITY
FOTOSIZE FS
POROSITY
ASH
MOISTURE
WAX PICK FS
CURL
HOT PH
ABRASION WS
FLUORESCENCE
STARCH LB/TON
DIRT
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 1 of 5
A. "FORMS" (continued)
FINISHED FORM CHARACTERISTICS VALUE OR SPECIFICATION
[*]
1. INK
a. COLOR [*]
b. TYPE [*]
i. WEB FED PRESS [*]
2. FLATNESS (2 REAMS) [*]
3. PERFORATION
a. LOCATION [*]
b. TYPE [*]
4. OFF-SET IMAGE PLACEMENT [*]
5. SHEET SIZE 8 1/2 X 11 [*]
6. PACKAGING
a. 500 SHEETS/REAM PACKAGE
b. CHIPBOARD TOP AND BOTTOM OF PACKAGE
c. LOOSE SHRINK WRAP (NO HEAT) POLYETHYLENE - FULLY SEALED
d. 2500 (5 REAMS) PER CARTON TAPED FLAP
7. CURL (IN REAM) [*]
8. PERFORATION LOCATION [*]
SPECIFICATIONS
9. COLOR VOLUME IN LASER PRINT AREA
[*]
B. "SEND ENVELOPE" means an envelope meeting the following specifications:
SIZE [*]
SEAM [*]
PAPER WEIGHT [*]
PAPER TYPE [*]
PRINT [*]
FLAP [*]
WINDOW [*]
CONSTRUCTION [*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 2 of 5
C. "RETURN ENVELOPE" means an envelope meeting the following specifications:
Size [*]
Seam [*]
Paper Weight [*]
Paper Type [*]
Print [*]
Flap [*]
Window [*]
Construction [*]
D. "9 X 12 FLAT ENVELOPE" means an envelope meeting the following
specifications:
Size [*]
Seam [*]
Paper Weight [*]
Print [*]
Flap [*]
Window [*]
Construction [*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 3 of 5
REPLACEMENT ATTACHMENT A
DESCRIPTION OF SERVICES
BILLING STATEMENT PRODUCTION SERVICES
USCS will provide Customer the following services for prices set
forth in ATTACHMENT "B":
[*]
DETAIL OF PRODUCTS FOR ATTACHMENT "B"
I. STATEMENT PRINTING PER IMAGE
Printing per image. Image is defined as one print cycle where
printing may take place on one side of one sheet of paper no greater
than 8.5 X 11 in size. Duplex printing, in which an image may be
placed on both sides of a piece of paper, thereby using two print
cycles, is counted as two (2) images. The imaging price includes
inserting the statement and where appropriate collating and folding.
II. [deleted]
III. ELECTRONIC FORM
Forms created and printed by laser. Restrictions apply to usage if
form density slows the print process.
IV. [deleted]
V. [deleted]
VI. [deleted]
VII. PRE SORTING, PER MAIL PIECE
Optimization of each mail piece for maximum postal discount; the level
discount is based on the address accuracy and density.
VIII. INSERTING, PER PIECE
Placement of each piece of paper, with the exception of sheet-fed
statement pages, into the sending envelope.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Page 4 of 5
IX. MAILING, PER PIECE
Preparation of each mail piece for placement into the US Postal
Service mail stream.
X. PRIORITY HANDLING, PER PIECE
Per piece premium for accelerated average 12 hour turnaround (only
available on statements averaging three or less pages).
XI. MICROFICHE
14 X 18 frame Microfiche at 48 X magnification.
XII. SPECIAL HANDLING
One-time fees applicable to special processing required by individual
situations. See "RATE SHEET - CBIS" for descriptions and pricing.
XIII. [deleted]
Page 5 of 5
[LETTERHEAD]
October 5, 1993
Mr. Tom Clear
Vice President - Wireless Product Management
CINCINNATI BELL INFORMATION SYSTEMS, INC.
851 Trafalgar Court
Maitland, FL 32751
Dear Mr. Shouse:
Re: AMENDMENT TO FORMS AND ENVELOPES ADDENDUM
On July 17, 1991, Cincinnati Bell Information Systems, Inc. ("CBIS") and U.S.
Computer Services ("USCS") entered into that First Addendum (the "Forms and
Envelopes Addendum") to the Statement Production Services Agreement dated
October 1, 1990 (the "Agreement"). Under Paragraph 14 of the Forms and
Envelopes Addendum, [*] When countersigned by CBIS, this letter will be an
amendment to the Forms and Envelopes Addendum. The terms of the amendment are
as follows:
1. Paragraph 14 of the Forms and Envelopes Addendum is deleted in its entirety
and replaced with the following:
"14. TERM OF ADDENDUM. The First Addendum shall remain in effect for the
term of the Agreement. [*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
Mr. Tom Clear
October 5, 1993
Page 2
2. Paragraph 3a of the Forms and Envelopes Addendum is deleted in its entirety
and replaced with the following:
"3.a. Forms: [*]
3. Subparagraph entitled "Inside Privacy" of Paragraph 3e (Envelope
modifications) of the Forms and Envelopes Addendum is deleted and replaced
with the following:
"3.e. Envelope modifications
...
Inside Privacy [*]
4. Except as modified above, all other terms and conditions of the Forms and
Envelopes Addendum remain in force and effect unchanged.
If the above conforms with your understanding of our agreement, please execute
in the space provided below on both duplicate originals of this letter, retain
one original for CBIS' records and return the other duplicate original to USCS
for our records.
Sincerely,
U.S. COMPUTER SERVICES
/s/ Sally Shuler
Sally Shuler
Vice President - Major Accounts
MGJ/jhs
AGREED AND ACCEPTED this 29 day of November, 1993.
Cincinnati Bell Information Systems, Inc.
By: Thomas H. Clear
------------------
Mr. Tom Clear
Vice President - Wireless Product Management
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.