EXHIBIT 10.26
ON/LINE OPERATING & LICENSE AGREEMENT
between
U.S. COMPUTER SERVICES
dba CABLEDATA
2969 Prospect Park Drive
Rancho Cordova, California 95670
and
Customer Continental Cablevision
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Principal Office Address The Pilot House, Lewis Wharf
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City Boston State MA Zip 02110
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U.S. Computer Services (hereinafter called "USCS"), a California corporation
doing business as CableData, agrees to provide Customer and Customer agrees to
subscribe exclusively to the services and products offered through USCS'
proprietary DDP FINANCIALS AND ON/LINE APPLICATIONS SOFTWARE (hereinafter
collectively called "Software") and the constituent Software, products and
services (hereinafter individually called "Product" and collectively called
"Products") for all Customer Cable Systems listed in Attachment A, subject to
the following terms and conditions:
1. TERM OF AGREEMENT
1.1 The initial term of this Agreement shall be for a period of [*]
commencing on the date of full execution of this Agreement. After
the initial term, this Agreement shall be automatically renewed
for one (1) year periods unless either party hereto provides to
the other written notice of intent not to renew at least one
hundred eighty (180) days prior to the expiration date of the
initial term or succeeding terms, if any.
2. LICENSE
2.1 For each Software Product requested by Customer, USCS grants to
Customer a non-exclusive, nontransferable license, without right of
sublicense, to use, perform, or execute such Product or portions
thereof solely for Customer's own use at the Computer Facilities or
Remote Sites designated in Attachment A of this Agreement. Customer
may, at its option from time to time by giving USCS prior notice,
request to add new Computer Facilities, Remote Sites, or Products and
services; USCS may then add such new sites to Attachment A and such
Products and services and the prices therefor to Attachment B.
2.2 Any use of the Product at other than the designated installation
address(es) set forth in Attachment A will require the extension of
the licenses herein granted for each additional installation address.
Such extension(s) shall be made by amendment to Attachment A upon
written request by Customer and approval by USCS of the additional
installation address(es), which approval shall not be unreasonably
withheld. If Customer temporarily is unable to use the Product at the
designated Computer Facility or Remote Site because of conditions
beyond Customer's control, the affected license may be temporarily
extended, upon prior approval by USCS, to permit Customer to use the
Product at another designated Computer Facility.
*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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2.3 The license granted herein for each Product specified in Attachment B
shall be effective on the installation date of, or conversion date to,
the Product and shall continue through the end of the term, including
any renewal terms as set forth in Paragraph 1.1, subject to the
provisions of Sections 12 and 19.
2.4 THIS AGREEMENT COVERS USCS' APPLICATIONS SOFTWARE AND DOES NOT COVER
COMPUTER OPERATING SYSTEM SOFTWARE. NO WARRANTY, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, IS MADE WITH RESPECT TO TANDEM OR OTHER
OPERATING SYSTEM SOFTWARE.
3. PRE-CONVERSION TRAINING
3.1 USCS will provide the standard initial training program for Customer's
employees at a USCS regional service center. The initial training is
included in the Conversion Fee and will consist of the classes
required by USCS. Equipment and materials used in the instruction are
provided by USCS.
3.2 Customer is responsible for all transportation to and from the
regional service center, lodging and food for Customer's employees
that attend the USCS training.
3.3 Customer agrees to send qualified employees who will be fulfilling
System-related job roles to those classes designed for their job roles
before the conversion, in accordance with the job roles and the
required classes defined by USCS. In the event the employee does not
fulfill the requirements of the class, Customer agrees to provide a
replacement and said replacement will attend the required class(es)
before conversion.
4. CONVERSION TO THE SOFTWARE
4.1 USCS will install the Software Products requested by Customer on
Customer's equipment in consideration of Customer's payment of the
relevant conversion fee and reasonable travel and expenses
reimbursement.
4.2 USCS will provide, at time of conversion, a standard on-site training
program for Customer's employees at the designated Computer
Facility(ies) as set forth in Attachment A. The on-site training is
included in the Conversion Fee. In the event Customer requests on-
site training at Remote Sites, such additional training will be
provided at then current prices.
4.3 USCS will convert Customer's data and initialize data on the Software.
In the event data is not in a defined computer format and available on
magnetic tape, 9-track 800/1600 bpi, then an additional charge is
applicable. USCS' services to convert and initialize Customer's data
shall include all reasonable actions necessary to make such data
compatible with the Software and the Product, including reformatting
of such data if needed.
4.4 USCS will provide one complete set of documentation at no charge.
Customer can purchase additional copies at then current prices.
5. USCS' CUSTOMER SUPPORT FOR USCS APPLICATIONS SOFTWARE
5.1 USCS will provide telephone Software support for Customer for the
duration of this Agreement.
5.2 Customer support telephone calls to a USCS regional service center
will be handled immediately or returned within sixty (60) minutes by a
qualified USCS employee. Customer must provide qualified individuals
in Customer's Cable System(s) who have attended USCS' relevant
classes, with whom USCS will deal. Customer will be required to
maintain a level of expertise to properly utilize the Software during
the term of this Agreement.
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5.3 Excluded from Software support under this Agreement are (a)
operational procedures for loading and shutting down the computer
system; (b) setting computer operating system command parameters; (c)
nightly procedures for database backup and file maintenance, (d)
defining whether any problems are hardware or Software-based; (e)
database recovery necessitated by an operating system software or
operational problem; (f) balancing file allocation and disk space
management; (g) operational procedures to support lockbox, cutoff, and
Transmit-X; and (h) conducting performance analysis of the computer
system. These operational support services are available at USCS'
then current prices.
5.4 The telephone Software support provided under this Agreement covers
only USCS applications Software licensed hereunder and does not
include support of any computer operating system software (such as
Tandem's Guardian software).
6. USE OF THE SOFTWARE BY CUSTOMER
6.1 Customer will be responsible for determining the appropriate uses to be
made of the Products and establishing the features through the setting
of Product parameters.
6.2 Customer will utilize the Software as set forth in the Software
documentation.
6.3 Customer is not authorized to make modifications to the Software.
Should Customer make such modifications, USCS will not be responsible
for support of any Software as modified, nor for the compatibility of
such modified Software with any equipment, with the unmodified
Software or with any future Software releases.
7. ON-GOING TRAINING
7.1 Customer can purchase additional instruction at then current prices
for all classes taught at the regional service center. Customer can
also purchase customized on-site training at then current prices.
Customer is responsible for all transportation to and from the
regional service center, lodging and food for Customer's employees
that attend the USCS training.
8. CHANGES TO THE SOFTWARE BY USCS
8.1 USCS reserves the right to make changes, updates and enhancements to
the existing Software as determined by developments in the Cable TV
industry. USCS may modify its charges to Customer to reflect the new
services, updates and enhancements and the cost thereof. It is
understood that Customer shall not, without its prior written
approval, be obligated to convert to such modified Product if such
conversion would substantially increase Customer's obligations under
this Agreement.
8.2 USCS may, during the term of this Agreement, add new Products at
prices to be published at the time of introduction. Customer may
elect such new Products as set forth in Section 2.
8.3 USCS is not responsible for the inability of any software or other
product purchased or licensed from third parties to function because
of changes to USCS Software.
8.4 At Customer's request, custom modifications to the Software will be
made by USCS at the discretion of USCS and at Customer's expense.
Such custom modifications shall belong exclusively to USCS. If such
modification(s) increases USCS' processing costs, Customer agrees that
the prices for the Products may be increased because of such
modification(s).
8.5 Customer agrees that USCS will have the right to levy charges for
services resulting from Customer's modification of the Software or for
Customer's failure to utilize current procedures.
8.6 CUSTOMER AGREES THAT USCS WILL HAVE THE RIGHT TO LEVY A SOFTWARE
SUPPORT SURCHARGE (ADDITIONAL CHARGE) IN THE EVENT CUSTOMER IS TWO OR
MORE MAJOR SOFTWARE RELEASES BEHIND THE CURRENT SOFTWARE RELEASE. As
used herein, a "Major Software Release" means release by USCS to its
customer
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base of a version of the Software which contains (i) a major revision
in database structure or design; or (ii) modifications of more than 50
application programs; or (iii) changes made pursuant to 100 or more
SARs (Software Assistance Requests) or DCRs (Database Change
Requests); or (iv) addition or modification of two or more major
components or schemes (i.e. rate codes, collections).
9. DATA PROCESSING, REPORTS AND STATEMENT PRODUCTION SERVICES
9.1 WITHIN THIRTY (30) DAYS OF EXECUTION OF THIS AGREEMENT, CUSTOMER MUST
PROVIDE TO USCS A CUTOFF SCHEDULE AGREEABLE TO USCS FOR THE NEXT
SUCCEEDING TWELVE (12) MONTH PERIOD FOR EACH CUSTOMER CABLE SYSTEM
UNDER THIS AGREEMENT, AND CUSTOMER MUST UPDATE SUCH SCHEDULE(S) EACH
NOVEMBER FOR THE NEXT SUCCEEDING CALENDAR YEAR.
9.2 Transmission of all data to and from USCS shall be via
telecommunications (including, but not limited to Transmit-X) or
shipment of tape(s) and shall be at Customer's expense.
9.3 The normal turnaround time for a processing cycle of any file update
at USCS' International Billing Services facility, defined as the
elapsed time between USCS' complete receipt of usable data
transmission, or tape(s), and the return transmission of processed
data, disk pack(s) or tape(s), is an average of sixty (60) hours over
twelve (12) consecutive processing cycles.
Statement production will be completed within twenty-four (24) hours
of the successful completion of the cycle update and transmission of
processed data back to customer and the approval to proceed with
statement production by the customer.
9.4 In the event Customer requests special processing, USCS may, at its
discretion, increase this turnaround time by an additional twenty-four
(24) to forty-eight (48) hours. In no event should turnaround time
exceed one hundred eight (108) hours except in the case of force
majeure or delays caused by Customer.
9.5 Customer reports and Customer billing statements and other products
shall be provided in accordance with options selected by Customer.
10. PRICE
10.1 The Price Schedule for utilizing the Software and Products selected by
Customer is set forth in Attachment B. Such prices shall be subject
to increase upon forty-five (45) days' prior notice, provided however
that the percentage of such increase or increases shall not exceed the
percentage increase in the Consumer Price Index for All Urban
Consumers (CPI-U) published by the U.S. Department of Labor (a) from
the date of last general price increase prior to the effective date of
this Agreement (b) to the date of price increase under this Agreement.
Prices for all USCS products and services ordered and used by Customer
but not set forth in Attachment B shall be the prices in effect on the
date of use of the product or service.
10.2 In order to be eligible for Inclusive Bundled Price and Inclusive
Package Bundled Price, the Cable System must have not less than 20,000
Subscribers.
10.3 The following definitions are applicable to, and incorporated in,
Attachment B:
a. "Computer Facility" means a single Customer cable property
location where the Processor(s) is located.
b. "Remote Site" means a Customer cable system(s) operating by
telecommunications from Customer's or USCS' Computer Facility.
c. "Corp(s)" means Customer cable system(s) identified by a unique
corp-city number as set forth in Attachment B.
d. "Subscribers" or "Subs" means the number of historical ledger
records produced (including all active and inactive subscribers
with a balance or a transaction.)
e. "Update" means the processing of Customer's DDP Financials master
file for the purpose of updating some or all of the Subscriber
records on that master file.
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f. "Processor" means the central processing unit, memory and
addressable peripherals on which the Software functions.
g. "Multiple System Operator" or "MSO" means a cable operator owning
or managing not less than four (4) cable systems using USCS with
an aggregate Subscriber count on USCS in excess of one hundred
thousand (100,000).
10.4 Printing and graphics, inserts, supplies and other materials and
services not listed in Attachment B shall be available at then current
USCS prices. Said prices are subject to change without notice.
Customer may purchase such forms, supplies, and materials from other
vendors, provided materials which impact the statement production
process (including inserts) or the Software meet USCS' reasonable
specifications necessary to ensure proper operation.
10.5 Customer agrees that USCS will have the right to charge in accordance
with USCS' then current prices for special projects requested by
Customer and performed for Customer by USCS that are outside the scope
of day-to-day customer service.
11. TAXES
11.1 Customer will pay, or reimburse, USCS for all taxes and charges
imposed on Customer or USCS on any interest in or use of any service,
Software, or tangible good provided hereunder, or upon this Agreement,
excluding, however, all taxes on or measured by USCS' income.
12. PAYMENT TERMS
12.1 USCS shall invoice Customer monthly for services and products, postage
prepayment, taxes and other charges. The monthly charges in Attachment
B for all software license fees will be billed one (1) month in
advance. Postage prepayment will be billed as set forth in Section
13. All other fees and charges for products and services, unless
otherwise noted, shall be billed in arrears.
12.2 Standard payment terms are net cash, without discount, due and payable
within thirty (30) days from the date of the invoice. In the event
that Customer does not render full payment of all undisputed amounts
within thirty (30) days of the date payable, USCS may, after notifying
Customer, cease any and all services until such account is brought to
a current status.
12.3 If Customer fails to pay any charges when due and payable, Customer
agrees that USCS will have the right to invoice and Customer will pay
a late payment service charge of 1.5 percent per month, but not in
excess of the lawful maximum, on the past due balance.
12.4 In the event that Customer should dispute a particular charge,
Customer will, within fifteen (15) days of the USCS invoice, notify
USCS in writing of the disputed charge and the reason for the dispute.
USCS will attempt to resolve such dispute as soon as possible. In all
events, Customer is obligated to pay all undisputed charges on each
invoice when due. Charges not disputed by Customer within three (3)
months of invoice date shall be final and non-disputable.
13. POSTAGE
13.1 Customer agrees to prepay Customer's postage for billing statements no
later than one (1) week prior to Customer's cutoff date. Customer
shall remit to USCS an amount equal to the number of Customer's
current month Subscribers multiplied by an average postage rate. This
amount will be adjusted to actual postage on the following month's
invoice. This amount will be indicated on the postage invoice mailed
to Customer at least fifteen (15) days prior to the due date. In the
event Customer does not prepay postage, as set forth above, USCS
reserves the right to hold Customer's billing statements until
sufficient postage prepayment is received.
13.2 In the event of an increase in U.S. postage rates, postage prepayment
shall be increased by the amount of such postage rate increase.
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14. NON-DISCLOSURE OBLIGATIONS
14.1 USCS agrees that all information disclosed by Customer during
performance of this Agreement shall be considered proprietary, to be
held in confidence and used only in performance of this Agreement. No
information provided by Customer under this Agreement shall be
duplicated or furnished to another party without prior written consent
of Customer except as required by law. USCS will exercise the same
standard of care to protect Customer's proprietary data as is used to
protect its own proprietary data from unauthorized disclosure.
14.2 Customer understands the proprietary nature of the Software designed
and developed solely by USCS. Customer agrees to exercise similar
care to prevent unauthorized disclosure of any information that could
be injurious to the business operations and welfare of USCS and/or
third parties, including Tandem. Customer further acknowledges that
the Software and Products of USCS are provided in confidence and are
trade secrets of USCS and will be so protected by Customer. Customer
agrees to maintain the Products in confidence and not to disclose any
portion of the Products to any third party, and to utilize its best
efforts to protect the contents of the Products or any part thereof
from unauthorized disclosure by its agents, employees or
representatives. Customer agrees to take appropriate action, by
notice to its employees and all others who are permitted access to the
Products, to satisfy its obligations under this Agreement.
15. TITLE
15.1 Customer recognizes and agrees that, during the term of this Agreement
and thereafter, title to, ownership of, and all proprietary and
intellectual property rights in the Products licensed under this
Agreement, and all copies and derivative works thereof, will at all
times remain in USCS. Customer agrees to use the Products only as
provided in this Agreement. The existence of a copyright notice
shall not cause, or be construed as causing, a Product to be a
published copyrighted work or to be in the public domain. Customer
agrees that it will not make or have made any more copies of the
Products or any part(s) thereof than are necessary for the use
hereunder by Customer and that it will cause such copies upon
reproduction to have the same copyright or proprietary legends that
appear on the Products or any part(s) thereof. Customer recognizes
that certain parts of the Products may have been copyrighted by USCS
or by third parties. Customer agrees that it will affix to any and
all reproductions of those parts of the Products which are
copyrighted, the form of copyright notice indicated by USCS and/or
third parties.
16.LIMITATION OF REMEDY
16.1 USCS agrees that it will maintain, in machine readable form, in off-
site premises, a duplicate copy of Customer's master file as most
recently updated, to enable regeneration of the DDP Financials
master file data in the event of loss of such items due to machine
failure, conduct of USCS' employees, fire or other calamity at USCS'
International Billing Services facility. Customer agrees to maintain
duplicate backup disk packs and/or tapes as provided for in the
Software in the event of loss of such items due to the reasons stated
above.
16.2 USCS' liability for loss of any Software data or materials shall be
limited to the replacement or regeneration of the lost items by the
method or means deemed most suitable by USCS.
16.3 Neither USCS nor Customer 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 their control and
without their fault or negligence.
16.4 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
data at no extra cost to Customer to correct said error or omission.
USCS' liability to Customer for any losses or damages, direct or
indirect, arising out of this Agreement shall not exceed the total
amount billed or billable to Customer for the performance of the
particular task which gave rise to the loss or damage. USCS shall not
be liable for any special or consequential damages in any event.
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16.5 EXCEPT AS PROVIDED IN THIS SECTION 16, NO WARRANTY, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, IS MADE WITH RESPECT TO THE PRODUCTS
AND SERVICES PROVIDED HEREUNDER.
17. INSPECTION
17.1 It is understood that Customer 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
Customer shall not be performed in any way that shall unduly delay the
work being performed. Reasonable facilities and assistance shall be
provided for Customer's inspection if any inspection is made by
Customer on the premises of USCS. Such facilities and assistance shall
be provided without extra charge. However, should Customer perform
inspection at a place other than the premises of USCS, such inspection
shall be at the expense of Customer.
18. INFRINGEMENT
18.1 USCS warrants that the Products and all components thereof, and their
use in the manner contemplated by this Agreement, do not and will not
infringe any United States patent or copyright.
18.2 If any action is instituted against Customer based upon a claim that
the Products or any component or use thereof infringe a United States
patent or copyright, USCS shall, for and on behalf of Customer, defend
and indemnify such action at USCS' expense, provided Customer promptly
notifies USCS in writing of said action and USCS has sole control of
the defense and any settlement negotiations.
18.3 USCS shall have no liability to Customer for any infringement action
or claim which is based upon or arises out of:
a. Any modification of the Products by Customer without the express
written permission of USCS; or
b. Any use of the Products in combination with any other system,
equipment or software which is not furnished by USCS or approved
by USCS in writing.
19. TERMINATION
19.1 Notwithstanding any other provision herein, USCS will have the right
to terminate this Agreement or all or any licenses granted herein if
Customer fails to comply with any of its material obligations under
this Agreement. Should USCS elect to exercise this right to terminate
for nonperformance, it must be done in writing specifically setting
forth those items of nonperformance. Customer will then have fifteen
(15) days from receipt of notification to remedy the items of
nonperformance. Should Customer fail to correct these items of
nonperformance, then USCS shall have the right to enter upon
Customer's premises to repossess and remove any USCS-owned or licensed
Products. In addition, USCS' termination of this Agreement or such
taking of possession shall be without prejudice to any other remedies
USCS may have, including, without limitation, all remedies with
respect to the unperformed balance of this Agreement; provided,
however, that if Customer has not made payment of the fees or charges
due hereunder and such nonpayment continues after thirty (30) days'
prior written notice by USCS, USCS may then terminate this Agreement
or any license granted herein.
19.2 Upon expiration of the term (including any extensions thereof) of this
Agreement or upon the termination of this Agreement or of any license
granted hereunder for any reason, all rights of Customer to use the
Products will cease and Customer will immediately (i) grant to USCS
access to its business premises and the Products and allow USCS to
remove the Products (ii) purge all copies of all Products from all
computer processors or storage media on which Customer has installed
or permitted others to install such Products, and (iii) when requested
by USCS, certify to USCS in writing, signed by an officer of Customer,
that all copies of the Products have been returned to USCS or
destroyed and that no copy or any Product remains in Customer's
possession or under its control.
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19.3 USCS will, within ten (10)days after termination of this Agreement,
return Customer's most recent fixed master(s), provided Customer has
paid in full the fee for the fixed master(s) and all outstanding
monies owed. In the event there are outstanding balances due, USCS
may withhold master file data until said balances are paid in full.
19.4 Any termination pursuant to this Section 19 shall be in writing to the
address of the other party as indicated on the first page of this
Agreement or to such other address as the other party may, by prior
written notice, have specified.
20. GENERAL
20.1 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.
20.2 This Agreement may not be assigned without prior written mutual
consent of Customer and USCS.
20.3 This Agreement may be amended only by an instrument in writing,
executed by Customer and USCS.
20.4 This Agreement will be governed in all respects by the laws of the
State of California.
20.5 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 Customer and USCS.
20.6 SECTION 14 (Nondisclosure) and SECTION 13 (Title), and Paragraph 16.4
(Limitation of Remedies) shall survive the termination of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
__________ day of ____________, 19____.
U.S. Computer Services
CONTINENTAL CABLEVISION dba CableData
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(Customer Name)
By: /s/ J.T. Delorme By: /s/ Arthur O. Hawkins
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J.T. Delorme Arthur O. Hawkins
- ------------------------------------- ---------------------------------
(typed name) (typed name)
EVP
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(title-must be an officer) (title-must be an officer)
11/22/93
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(date) (date)
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AMENDMENT
TO
OPERATING AND LICENSE AGREEMENT
WHEREAS, U.S. COMPUTER SERVICES, a California corporation doing business as
CableData (hereinafter "USCS"), and CONTINENTAL CABLEVISION (hereinafter
"Continental") have entered into that OPERATING AND LICENSE AGREEMENT
(hereinafter called the "Agreement") of an even date herewith; and
WHEREAS, USCS and Continental desire to modify the Agreement such that wherever
language contained in this Amendment conflicts with the terms of the Agreement,
the language contained in this Amendment shall control;
NOW, THEREFORE, the parties agree as follows:
1. TERM OF AGREEMENT: Paragraph 1.1 of the Agreement is deleted in its
entirety and the following is replaced therefor:
1.1 The initial term of this Agreement shall commence eighteen (18) weeks
after the date on which this Agreement is signed by both parties, and
shall extend until the expiration date of [*]. Notwithstanding the
foregoing, Continental may, upon written notice to USCS, begin to
deconvert its systems from USCS' DDP/SQL product to another vendor's
product as early as ninety (90) days prior to the expiration date of
the initial term of this Agreement and may continue such deconversion
for a period of up to ninety (90) days after the expiration date of
the initial term of this Agreement. Upon deconversion, Continental
will no longer be required to pay USCS for use of its software. This
Agreement may be extended beyond [*] as set forth in Paragraph 10.7
below.
1.2 Continental may convert Continental's St. Paul, Minnesota system from
another vendor to USCS' DDP/SQL products in July 1994 upon the
termination of the current contract with the vendor and may add said
system to Attachment A for the then remaining term of the Agreement.
2. REPLACEMENT OF PRIOR AGREEMENT: Upon commencement of this Agreement, the
Master Agreement--On/Line Exclusive System Operating and License Agreement
between USCS and Continental dated June 29, 1989 shall be deleted in its
entirety and replaced with this Agreement.
3. CONVERSION/MIGRATION PLAN: Paragraphs 4.5 and 4.6 are added to the
Agreement as follows:
4.5 Continental has agreed to migrate its Cable Systems listed in
Attachment A from USCS' DDP/TBOL product to USCS' DDP/SQL product;
Continental and USCS will mutually agree on a pre-conversion training
and migration schedule. Continental recognizes that migration cannot
take place until telephone lines are installed at its Cable Systems,
and that installation of telephone lines may take up to forty-five
(45) days. No fees will be charged to Continental for conversion
pursuant to Paragraph 1.2 above or migration pursuant to this
Paragraph 4.5.
*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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4.6 The roles and responsibilities of each party in connection with
migrations are set forth in Appendix 4 to this Agreement, which
appendix is incorporated herein by this reference.
4. QUARTERLY SENIOR MANAGEMENT MEETINGS: USCS agrees that its senior
management will meet with Customer on a quarterly or more often basis
throughout the term of this Agreement.
5. ON-GOING TRAINING: Paragraph 7.1 of the Agreement is deleted in its
entirety, and the following is substituted therefor:
7.1 USCS shall provide Continental with [*] days of training at each of
Continental's three data centers, or at a USCS regional service center
on a space-available basis, during each twelve (12) months of this
Agreement. Continental may, subject to space availability at a USCS
regional service center, choose the location of such training and may
aggregate and allocate the training as it chooses for a total of [*]
days in each twelve (12) month period. USCS will bear all costs of
such training at Continental's data centers, including transportation,
lodging and food expenses for USCS personnel; Continental will be
responsible for transportation, lodging and food for its personnel
attending training at a USCS regional service center. In addition to
such training, USCS will provide Continental with one copy per data
center of each self-directed learning and, when available, each
computer-based training module requested by Continental. Continental
can purchase additional instruction at then current prices for all
classes taught at the regional service center. Continental can also
purchase additional customized on-site training at then current
prices. Continental is responsible for all transportation to and from
the regional service center, lodging and food for Continental's
employees that attend the USCS training.
6. CHANGES TO THE SOFTWARE BY USCS: Paragraph 8.1 of the Agreement is
amended by adding the following language at the end thereof:
[*]
*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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Paragraph 8.3 of the Agreement is deleted in its entirety, and the following
is substituted therefor:
8.3 USCS is not responsible for the inability of any software or other
product purchased or licensed from third parties to function because of
changes to USCS Software. USCS will, however, ensure that third-party
software for which USCS has developed an interface will continue to work
with future versions of the DDP/SQL product provided that (a)
Continental has informed USCS in writing of its intent to use the third-
party product; (b) USCS has approved the specifications of the third-
party product; and (c) there have been no changes to the third-party
product.
7. SOFTWARE SUPPORT SURCHARGE: The first sentence of Paragraph 8.6 of the
Agreement is deleted in its entirety, and the following language is
substituted therefor:
"During the initial term of this Agreement, there will be no
additional charge for software support in the event Continental is two
or more major software releases behind the current software release.
THEREAFTER, CONTINENTAL AGREES THAT USCS WILL HAVE THE RIGHT TO LEVY A
SOFTWARE SUPPORT SURCHARGE (ADDITIONAL CHARGE) IN THE EVENT
CONTINENTAL IS TWO OR MORE MAJOR SOFTWARE RELEASES BEHIND THE CURRENT
SOFTWARE RELEASE."
8. FUNCTIONALITIES; PROGRAMMING "CREDITS": Paragraphs 8.7, 8.8, 8.9 and 8.10
are added to the Agreement as follows:
8.7 Except for those items marked "third party" and "separate FSN
product," USCS commits to developing and delivering the DDP/SQL
software functionalities set forth in Appendix 1 in accordance with
the schedules set forth therein, subject to the following conditions:
(a) For those functionalities that USCS is to develop exclusively or
primarily for Continental ("Custom Programs"), such delivery is
contingent on the parties mutually agreeing to contents in a
timely manner. Mutual agreement must be in writing signed by
both parties, specifically describing the contents of the
functionality. Both parties agree to take all reasonable steps
necessary to ensure timely agreement on contents. USCS further
agrees that if, in its opinion, a scheduled delivery date will be
missed because of lack of agreement on contents, it will promptly
notify Continental of such possibility.
(b) For those functionalities that USCS is to deliver to Continental
and to other USCS customers as part of USCS' general software
development process ("Core Programs"), the provisions of this
Paragraph 8.7 pertaining to mutual agreement shall not apply.
-3-
Delivery dates in Appendix 1 refer to beta first site test. USCS will
provide Continental with at least fifteen (15) days' notice of its
intention to deliver each software functionality. Promptly after the
delivery of each software functionality, Continental shall test such
functionality. Within fifteen (15) days after such delivery,
Continental shall notify USCS in writing, specifically identifying the
basis of nonacceptance, if, in Continental's sole reasonable
discretion, a Custom Program functionality does not perform in
accordance with the contents mutually agreed to by Continental and
USCS. In addition to such written notification, Continental shall, no
later than five (5) days after the notification date, return the
Custom Program to USCS. Failure to so notify USCS within such period
or to return the program to USCS shall be deemed acceptance of the
software functionality in question.
In the event Continental notifies USCS that a Custom Program is not
acceptable, such software shall not be deemed delivered or available
for purposes of this Paragraph 8.7 and Appendix 1 and USCS shall have
thirty (30) days to continue to develop such functionality. If USCS
fails to deliver a Core Program on the originally scheduled delivery
date or a Custom Program within thirty (30) days after notification of
unacceptability then Continental's sole and exclusive remedies shall
be as set forth in Paragraph 8.10 below.
8.8 Continental understands that certain functionalities in Appendix 1
will require additional hardware acquisition by Continental and that
additional charges may be applicable for those items marked "custom
module" and for acceleration of delivery dates where noted. USCS will
provide Continental with its best estimate of the costs of any
additional hardware required to support specific functionalities or
combinations of functionalities upon Continental's initial request for
those functionalities, provided that the parties have reached
agreement on specifications. Such estimate, as well as any hardware
estimates included in Appendix 1, is intended merely to assist
Continental with its own internal planning and may be relied on only
for such purpose. All estimates are subject to change and will not be
binding on the parties. Upon disclosure of USCS' estimate,
Continental may elect to withdraw its request or to modify it so that
it better satisfies Continental's objectives. The additional hardware
requirements and the parties' responsibilities in connection therewith
are further detailed below:
(a) For those functionalities identified in Class A of Appendix 1, no
additional hardware will be required;
(b) For those functionalities identified in Class B of Appendix 1,
some additional hardware may be required, depending on
Continental's actual use of the software. In the event
additional hardware is required, the parties will share equally
USCS' purchase costs of such additional hardware;
(c) For those functionalities identified in Class C of Appendix 1,
significant additional hardware may be required. The selection,
acquisition, installation and all associated costs of such
additional hardware will be the sole responsibility of
Continental.
-4-
8.9 [*]
8.10 [*]
9. MERGE PROGRAM: New Paragraph 8.11 is added to the Agreement as follows:
8.11 USCS will use its best efforts to have a DDP/SQL merge program ready
for beta testing in January of 1994. Corp merges may be performed
during the migration process; however, merging Corps will be required
to use paper backlog, and the expected additional backlog time will
be two to three days. A normalization program will be available when
the merge program is ready for beta testing.
10. Paragraph 9.3 of the Agreement is deleted in its entirety, and the
following is substituted therefor:
9.3 Over twelve (12) consecutive processing cycles, the normal turnaround
time for a processing cycle of any file update at USCS' International
Billing Services facility, defined as the elapsed time between USCS'
complete receipt of usable data transmission, or tape(s), and the
return transmission of processed data, disk pack(s) or tape(s), is a
pre-Hold average of forty-eight (48) hours and the normal turnaround
time for statement mailing, defined as the elapsed time between USCS'
complete receipt of usable data transmission, or tape(s), and the
entry of the USPS tray containing the individual statement into the
U.S. Postal system, is a pre-Hold average of seventy-two (72) hours.
Except in the case of causes beyond the reasonable control of USCS,
in the event either average is not maintained over any twelve (12)
consecutive processing cycles, Continental may deliver written notice
of nonperformance to USCS; whereupon USCS will have sixty (60) days
to cure the problem. If the problem is not cured within that time,
Continental may give USCS thirty (30) days' written notice of intent
to terminate.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 5 -
11. PRICE: Paragraph 10.1 of the Agreement is deleted in its entirety, and the
following is substituted therefor:
10.1 The Price Schedule for utilizing the Software and Products selected
by Continental is set forth in Attachment B. Such prices shall not
be subject to increase during the initial [*] of this Agreement.
Thereafter, such prices shall be subject, in addition to any price
increase that may be applicable at such time, to a percentage
increase upon forty-five (45) days' prior notice not to exceed the
percentage increase in the Consumer Price Index for All Urban
Consumers (CPI-U) published by the U.S. Department of Labor (a) from
the date of last general price increase prior to the effective date
of this Agreement (b) to the date of price increase under this
Agreement. Prices for all USCS products and services ordered and
used by Continental but not set forth in Attachment B shall be the
prices in effect on the date of use of the product or service.
Notwithstanding the foregoing, USCS will provide Continental with
Esprit SQL prom upgrades at no additional charge for the equipment
or its installation.
12. MERGES AND SPLITS: New Paragraph 10.6 is added to the Agreement as follows:
[*]
13. EXTENSION BEYOND INITIAL TERM: New Paragraph 10.7 is added to the Agreement
as follows:
10.7 Following the initial twenty-four (24) month term of this Agreement,
Continental may elect to extend the Agreement for an additional
period of twelve (12), twenty-four (24) or thirty-six (36) months.
Such extension is contingent on a corresponding extension of the term
of the lease agreement between Continental and U.S. Computer Systems
Leasing, if applicable. Upon Continental's election of an extension
term, Continental's DDP/SQL Exclusive Bundle price for software
processing will be increased, in addition to any applicable CPI-U
increase, as follows: (a) twelve (12) month extension - [*] per
Subscriber; (b) twenty-four (24) month extension - [*] per
Subscriber; (c) thirty-six (36) month extension - [*] per Subscriber.
Prices for Products and Services not included in the Bundle will be
USCS' then-current standard prices.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 6 -
14. PAYMENT TERMS: Paragraph 12.3 of the Agreement is deleted in its entirety,
and the following is substituted therefor:
12.3 If Continental fails to pay any charges when due and payable,
Continental agrees that USCS will have the right to invoice and
Continental will pay a late payment service charge of [*] per month,
but not in excess of the lawful maximum, on the past due balance.
15. USCS' LIABILITY: Paragraph 16.2 is amended by adding the following
language at the end thereof:
"In any event, Continental shall not be required to pay for any work
or service not actually received, whatever the reason for
nonreceipt."
16. STANDARDS OF WORK: New Paragraph 16.6 is added to the Agreement as follows:
16.6 USCS warrants that the performance of work and services provided to
Continental under this Agreement shall be in conformance with the
requirements of this Agreement and with high industry standards.
17. TERMINATION: The third sentence of Paragraph 19.1 of the Agreement is
deleted in its entirety, and the following is substituted therefor:
"Continental will then have thirty (30) days from receipt of
notification to remedy the items of nonperformance."
18. TERMINATION BY CONTINENTAL FOR BREACH; CO-OPERATION IN CONVERSION TO
ANOTHER VENDOR AFTER TERMINATION: The following is added to the Agreement
as Paragraphs 19.5, 19.6 and 19.7:
19.5 Except as otherwise provided in this Agreement, Continental will have
the right to terminate this Agreement if USCS fails to comply with
any of its material obligations under this Agreement. Should
Continental elect to exercise this right to terminate for
nonperformance, it must be done in writing specifically setting forth
those items of nonperformance. USCS will then have thirty (30) days
(sixty (60) days in the event of a performance deficiency pursuant to
Section 21 hereof) from receipt of notification to remedy the items
of nonperformance. Should USCS fail to correct these items of
nonperformance, then Continental shall have the right to terminate
this Agreement. In addition, Continental's termination of this
Agreement shall be without prejudice to any other remedies Continental
may have under this Agreement.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 7 -
19.6 In the event Continental terminates this Agreement for breach as set
forth in Paragraph 19.5 or upon the natural termination of this
Agreement at the end of the term set forth in Paragraph 1.1, USCS
agrees to fully cooperate in good faith with Continental and
Continental's new vendor with regard to Continental's conversion to
the new vendor for a period of up to ninety (90) days following such
termination. Continental understands that Continental will be
responsible for paying for Fixed Masters, at a cost of [*] per Fixed
Master for single Corps and [*] per Fixed Master for multiple Corps
where the Fixed Masters are being sent to the same vendor, and that
any use of USCS software or billing services by Continental during
the ninety (90) day period will be subject to the terms and
conditions of this Agreement, including pricing.
19.7 USCS agrees to deposit and maintain in the possession of Capitol Bank
Sacramento as escrow agent (or other mutually agreed-upon qualified
escrow agent in Sacramento, California) a copy of all versions of
USCS software currently used by the Continental (including source
code, compilers, interpreters, utilities, documentation, operating
system code) necessary for Continental to assume maintenance of USCS
Systems and Programs. In the event that USCS is in default as set
forth in Paragraph 19.5, Continental shall be allowed to obtain these
materials to continue operating the USCS System and Program until the
later of (1) the end of the term of the Agreement or any extensions
thereto or (2) for twelve (12) months. Continental agrees that in
the event it obtains these materials from the escrow agent, it shall
pay USCS for possession and use of the materials at the times and
in the amounts provided in this Agreement, and the use of the
materials shall be further governed by Sections 2 (License), 14 (Non-
Disclosure Obligations), 15 (Title), 16 (Limitation of Remedy), and
18 (Infringement) of this Agreement.
19. PERFORMANCE STANDARDS: New Section 21 is added to the Agreement as follows:
21. EXCLUSIVE SYSTEM PERFORMANCE STANDARDS
21.1 In conjunction with Continental's use of the Exclusive On/Line
system, USCS will commit to performance criteria set forth
below, provided Continental maintains all related system
components, provides necessary staff, and adheres to Operating
Limitations set forth in Appendix 2 and Hardware Configuration
Criteria set forth in Appendix 3.
21.2 Terminal response time for a new customer install processed
will be [*] cursor movement will be [*] provided
Continental adheres to local system maintenance criteria
determined by USCS and further provided that Continental is
not running any of the batch jobs listed in Appendix 2, does
not run non-USCS applications and does not perform any ad
hoc queries during the relevant measurement period. Response
time and cursor movement will be measured using a
USCS-supplied measurement tool, or such other measurement
tools as USCS determines to be satisfactory, on a PC (at
least a 486) at Continental's data center.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 8 -
21.3 [*]
21.4 The above performance standards are based upon the following
assumptions:
a. Continental's Subscriber base will not have grown
appreciably as of the effective date of the
Agreement and will grow only moderately (no more than
5% Subscriber growth/no more than 10% PPV growth per
data center) over the remaining term of the Agreement;
b. Continental complies in all material respects with the
limitations set forth in Appendix 2 and the equipment
configurations set forth in Appendix 3;
c. Continental adheres to the estimations of future usage
provided to USCS, upon which the Hardware Configuration
Criteria in Appendix 3 are based; and
d. Continental will provide USCS with raw data on a semi-
annual basis for review with Continental and for
determination of adherence to the above criteria.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 9 -
The standards set forth above do not take into account
currently unreleased USCS software, including versions of
DDP/SQL beyond Release 2.9, third-party software,
acquisitions by Continental of additional systems, or
abnormal Subscriber growth (beyond 5% Subscriber growth/10%
PPV growth per data center). Should Continental desire to
move onto a currently unreleased version of USCS software,
USCS will share with Continental any projected changes in
these performance standards prior to such transition. If
additional hardware is required to enable Continental to
realize the performance standards set forth above given the
criteria set forth in this Section 21 and allowing for
Subscriber growth up to 5% and not more than 3 million
Subscribers, then, upon request from Continental, [*]. For
purposes of this Section 21, Subscriber and PPV growth
measurements will be based on figures in effect on the
execution date of this Agreement.
21.5 In the event that Continental's growth exceeds 5% Subscriber
base/10% for its PPV, as set forth in Paragraph 21.4 (a),
and its Subscriber base is less than 3 million Subscribers,
then USCS agrees to sell to Continental, at [*] the equipment
necessary to continue to meet the response time obligations
set forth in Paragraph 21.1.
21.6 USCS will use its best efforts to assist Continental's
efforts through third parties to develop an off-line
reporting system. "Best efforts" means that USCS will
cooperate with Continental's systems integrator to the best
of USCS' ability, including making available USCS personnel
in Sacramento to assist with development of the off-line
system. If necessary and agreed to by the parties, USCS
will be reimbursed by Continental or its integrator for
reasonable travel and lodging expenses for USCS personnel
required to travel to one of Continental's sites in
connection with development of the off-line system. It is
Continental's desire that implementation of the off-line
system be accomplished prior to migration of Continental's
Cable Systems; however, in no way will development of an
off-line system delay the effective date of this Agreement
as set forth in Paragraph 1.1. [*]
20. New Section 22 is added to the Agreement as follows:
22. DISPUTE RESOLUTION
22.1 In the event of any disagreement, controversy or dispute
regarding performance under or interpretation of this
Agreement, the parties agree to attempt to reach a
negotiated resolution. If a dispute remains unresolved for
a period of thirty (30) days after one party has provided
written notice of such dispute to the other, then each party
shall designate an officer to meet to endeavor to resolve
the dispute. Arbitration in accordance with this section
may not be commenced by either party until such officers
determine in good faith that a negotiated resolution is
unlikely, provided, however, that if one or both parties
refuse to meet within ninety (90) days of the original
written notice of the dispute set forth above, then
arbitration may be instituted by either party.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
-10-
22.2 In the event that a negotiated resolution is not reached,
the disagreement, controversy or dispute shall be settled by
binding arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association
and judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof. The
arbitration shall be conducted in Sacramento, California by
three arbitrators. One arbitrator shall be selected by
Continental, one arbitrator shall be selected by USCS
and the third arbitrator shall be selected by the American
Arbitration Association and shall be subject to approval by
both Continental and USCS.
21. CUSTOMER SERVICE SUPPORT: New Section 23 is added to the
Agreement as follows:
23. QUALIFICATIONS FOR DISCOUNT INCLUDED IN ATTACHMENT B BUNDLED
PRICE FOR CUSTOMER SUPPORT
23.1 The DDP/SQL Exclusive Bundle pricing in Attachment B
includes [*] per Subscriber per month discount. This
[*] per Subscriber per month discount shall be in effect
for each Continental Cable System only so long as each of
Continental's divisions has, upon written notification to USCS,
agreed to provide customer service support to each of
Continental's Cable System offices within the division, so
that USCS will then support Continental only through
Continental's division data processing staff.
23.2 All of Continental's existing Cable Systems are eligible for
the customer service support program. In order for a
division to qualify as "providing customer service support,"
it must meet the following criteria:
a. Maintain at least three (3) people on its software
support staff who have successfully completed relevant
USCS training. USCS agrees to provide the additional
training, at no charge, except for travel related
expenses, to the division.
b. Provide front-line telephone customer service support
to all Cable System offices and remote sites on a
twenty-four (24) hour basis; and
c. Review all requested DDP/F Type 30 changes from the
individual systems for completeness and accuracy prior
to forwarding the completed paperwork to USCS for
processing; and
d. Complete all Rate Increase/Prorate Run projects for the
individual systems by preparing a letter to USCS
defining the proposed project, filling out and
submitting to USCS all of the necessary paperwork for
Type 30 changes, message selects, and/or insert plans.
Make all changes to the DDP/SQL Director file at the
appropriate time, run the program(s), review the results
on DDP/SQL and send the files to
DDP/F at the time of cutoff. Review, complete USCS-
provided checklist and sign off on the DDP/F Reports
prior to releasing the bills and running the DDP/SQL
update program; and
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
-11-
e. Review all requests for message selects, alters, or
other special DDP/F projects from the individual
systems. Prepare a letter to USCS defining the project
and include paperwork for all required changes on
DDP/F. If DDP/SQL is involved, make any necessary
changes to the Director file parameters, run the
appropriate program(s), review the results, and forward
the files to DDP/F at the time of cutoff; and
f. Forward all requests for inserts or special statements
to USCS Insert Control for handling; and
g. Handle customer service support conversion as well as
splits and merges for all Software functions including
addressability for all systems with USCS assisting in
problem solving. USCS will assume responsibility for
any and all problems requiring use of the Dump
Modification or Move Group programs except for those
specific problems for which USCS has given Continental
written permission to fix. Continental will perform
file diagnostics, history purges, and customer purges
on a regular basis; and
h. The Continental division will perform all system
maintenance and database management functions, including
proper database back-up procedures, disk free space
maintenance, SQL table partitioning, CPU balancing, and
port configurations. Perform disk defrags, file purges
and table reorganizations regularly.
i. Continental also agrees that, should a division fail to
comply with all of the above requirements, and such
failure requires USCS to provide support for repair of
database discrepancies, Continental shall pay [*] per man
hour as well as any additional expenses which may be
incurred. USCS shall do all database repair.
23.3 USCS agrees to continually review each division's ability to
qualify for the discount described above and reserves the
right to discontinue the discount of [*] if three (3) violations
to the above terms and conditions occur in one (1) month or if
there are any violations in three (3) consecutive months to
any of the above terms and conditions set forth in Paragraph
23.2 of this Agreement. The discount may be reinstated
after one (1) month with no violations. In the event a
division ceases to qualify as providing customer service
support, then the DDP/SQL Exclusive Bundle shall increase by [*]
per Subscriber per month for those Continental Cable Systems
that no longer are eligible for the discount as set forth in
Paragraph 23.1.
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
-12-
22. The following is added to the Agreement as Paragraph 24.1:
[*]
23. The following Appendices are a part of this Amendment:
Appendix 1: Function Matrix
Appendix 2: Operating Limitations for Performance Standards
Appendix 3: Hardware Configuration Requirements for
Performance Standards
Appendix 4: Migration Roles and Responsibilities; Key
Personnel
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
Amendment as of the _____ day of October, 1993.
CONTINENTAL CABLEVISION U.S. COMPUTER SERVICES
By: /s/ Jeffrey T. Delorme By: /s/ Arthur O. Hawkins
---------------------- ------------------------
Jeffrey T. Delorme
- --------------------------- ------------------------
(Print Name) (Print Name)
Executive Vice President
- --------------------------- ------------------------
(Title) (Title)
December 17, 1993
- --------------------------- ------------------------
(Date) (Date)
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
-13-
ON/LINE OPERATING & LICENSE AGREEMENT
ATTACHMENT A
CUSTOMER'S COMPUTER FACILITIES AND REMOTE SITES
PRIMARY SITE
- ------------
Corp Number 250-32
------
Installation Address 3443 DEER PARK DRIVE
--------------------
City STOCKTON State CA County Zip 95219
-------- -- -----
REMOTE SITE
- -----------
Corp Number 222-35
------
Installation Address 550 N. CONTINENTAL BOULEVARD
----------------------------
City EL SEGUNDO State CA County Zip 90245
---------- -- -----
REMOTE SITE
- -----------
Corp Number 222-19
------
Installation Address 2808 METROPOLITAN PLACE
-----------------------
City POMONA State CA County Zip 91767
------ -- -----
REMOTE SITE
- -----------
Corp Number 222-20
-------------------------
Installation Address ONE CABLE PLACE
---------------
City INGLEWOOD State CA County Zip 90302
--------- -- -----
Page 1
REMOTE SITE
- -----------
Corp Number 222-21
------
Installation Address 20930 E. BONITA
---------------
City CARSON State CA County Zip 90746
------ -- -----
REMOTE SITE
- -----------
Corp Number 222-26
------
Installation Address 13325 BECH AVENUE
-----------------
City MARINA DEL RAY State CA County Zip 90746
-------------- -- -----
REMOTE SITE
- -----------
Corp Number 222-27
------
Installation Address 10839 LA REINA AVENUE
---------------------
City DOWNEY State CA County Zip 90241
------ -- -----
REMOTE SITE
- -----------
Corp Number 222-28
------
Installation Address 2204 N. LONG BEACH
------------------
City COMPTON State CA County Zip 90221
------- -- -----
REMOTE SITE
- -----------
Corp Number 222-29
------
Installation Address 2900 CRENSHAW BOULEVARD
-----------------------
City LOS ANGELES State CA County Zip 90016
----------- -- -----
Page 2
REMOTE SITE
Corp Number 222-33
Installation Address 550 N. CONTINENTAL #115
City EL SEGUNDO State CA County Zip 90245
REMOTE SITE
Corp Number 250-20
Installation Address 6505 TAM O'SHANTER
City STOCKTON State CA County Zip 95210
REMOTE SITE
Corp Number 250-28
Installation Address 16006 S. VIRGINIA
City RENO State NV County Zip 89511
REMOTE SITE
Corp Number 250-29
Installation Address 111 N. MOONEY BOULEVARD
City TULARE State CA County Zip 93274
REMOTE SITE
Corp Number 250-30
Installation Address 1945 N. HELM AVENUE
City FRESNO State CA County Zip 93727
Page 3
REMOTE SITE
Corp Number 250-31
Installation Address 311 B STREET
City YUBA CITY State CA County Zip 95991
REMOTE SITE
Corp Number 250-49
Installation Address 1945 NORTH HELM
City FRESNO State CA County Zip 93727
REMOTE SITE
Corp Number 259-04
Installation Address 189 BUSINESS CENTER DRIVE
City CORONA State CA County Zip 91720
REMOTE SITE
Corp Number 259-05
Installation Address 13816 RED HILL ROAD
City TUSTIN State CA County Zip 92680
REMOTE SITE
Corp Number 259-06
Installation Address 302 E. ROWLAND
City COVINA State CA County Zip 91723
Page 4
REMOTE SITE
Corp Number 250-16
Installation Address 27800 FRANKLIN ROAD
City SOUTHFIELD State MI County Zip 48034
REMOTE SITE
Corp Number 250-15
Installation Address PRINCETON & GULLEY ROAD
City DEARBORN HEIGHTS State MI County Zip 48127
REMOTE SITE
Corp Number 250-18
Installation Address 27432 GROESBECK HIGHWAY
City ROSEVILLE State MI County Zip 48066
REMOTE SITE
Corp Number 250-97
Installation Address 1575 ROHLWING ROAD
City ROLLING MEADOWS State IL County Zip 60008
REMOTE SITE
Corp Number 250-37
Installation Address 1575 ROHLWING ROAD
City ROLLING MEADOWS State IL County Zip 60008
Page 5
REMOTE SITE
Corp Number 250-22
Installation Address 688 INDUSTRIAL DRIVE
City ELHURST State IL County Zip 60126
REMOTE SITE
Corp Number 250-41
Installation Address 8101 AUSTIN AVENUE
City MORTON GROVE State IL County Zip 60053
REMOTE SITE
Corp Number 250-23
Installation Address 14150 CHICAGO ROAD
City DOLTON State IL County Zip 60419
PRIMARY SITE
Corp Number 250-00
Installation Address 335 MAIN STREET
City READING State MA County Zip 01867
REMOTE SITE
Corp Number 222-03
Installation Address 81 MYSTIC STREET
City ARLINGTON State MA County Zip 02174
Page 6
REMOTE SITE
Corp Number 222-04
Installation Address 27 HALE STREET
City NEWBURYPORT State MA County Zip 01950
REMOTE SITE
Corp Number 222-05
Installation Address 81 SCHOOL STREET
City QUINCY State MA County Zip 02169
REMOTE SITE
Corp Number 222-07
Installation Address 149 WAREHAM ROAD
City MARION State MA County Zip 02738
REMOTE SITE
Corp Number 222-08
Installation Address 15 FARRAR FARM ROAD
City NORWELL State MA County Zip 02061
REMOTE SITE
Corp Number 222-10
Installation Address 15 LOCUST ROAD
City ORLEANS State MA County Zip 02653
Page 7
REMOTE SITE
Corp Number 222-12
Installation Address ONE VAN CORTLANDT AVENUE
City OSSINING State NY County Zip 10562
REMOTE SITE
Corp Number 222-13
Installation Address 12 SAMSONDALE AVENUE
City W. HAVERSTRAW State NY County Zip 10993
REMOTE SITE
Corp Number 222-17
Installation Address 88 SHERMAN STREET
City CAMBRIDGE State MA County Zip 02141
REMOTE SITE
Corp Number 222-23
Installation Address 26 WILLIAMS STREET
City CLINTON State MA County Zip 01510
REMOTE SITE
Corp Number 250-01
Installation Address 8 COMMERCIAL STREET
City CONCORD State NH County Zip 03301
Page 8
REMOTE SITE
Corp Number 250-02
Installation Address 4 FRANKLIN STREET
City BROCKTON State MA County Zip 02401
REMOTE SITE
Corp Number 250-04
Installation Address 1123 MAIN STREET
City SPRINGFIELD State MA County Zip 01103
REMOTE SITE
Corp Number 250-05
Installation Address 116 MAIN STREET
City WATERTOWN State MA County Zip 02172
REMOTE SITE
Corp Number 250-07
Installation Address 55 JACKSON STREET
City SAUGUS State MA County Zip 01906
REMOTE SITE
Corp Number 250-08
Installation Address NIBLICK ROAD
City ENFIELD State CT County Zip 06082
Page 9
REMOTE SITE
Corp Number 250-09
Installation Address 360 WASHINGTON STREET
City STOUGHTON State MA County Zip 02072
REMOTE SITE
Corp Number 250-10
Installation Address 150 GREENLEAF AVENUE
City PORTSMOUTH State NH County Zip 03801
REMOTE SITE
Corp Number 250-11
Installation Address 1 DELAWARE DRIVE
City SALEM State NH County Zip 03079
REMOTE SITE
Corp Number 250-12
Installation Address 186 MAIN STREET
City N. HAMPTON State MA County Zip 01060
REMOTE SITE
Corp Number 250-13
Installation Address 335 MAIN STREET
City READING State MA County Zip 01867
Page 10
REMOTE SITE
Corp Number 250-14
Installation Address 294 MAIN STREET
City SACO State ME County Zip 04072
REMOTE SITE
Corp Number 250-15
Installation Address PRINCETON & GULLEY ROAD
City DEARBORN HEIGHTS State MI County Zip 48127
REMOTE SITE
Corp Number 250-24
Installation Address 1110 E. MOUNTAIN
City WESTFIELD State MA County Zip 01086
REMOTE SITE
Corp Number 250-25
Installation Address 159 EAST GROVE STREET
City MIDDLEBORO State MA County Zip 02346
REMOTE SITE
Corp Number 250-27
Installation Address WEST CENTRAL
City NATICK State MA County Zip 01760
Page 11
REMOTE SITE
Corp Number 250-33
Installation Address 7 B WHEELING AVENUE
City WOBURN State MA County Zip 01801
REMOTE SITE
Corp Number 250-34
Installation Address 115 EPPING ROAD
City EXETER State NH County Zip 03833
REMOTE SITE
Corp Number 250-44
Installation Address 681 FALMOUTH ROAD, BUILDING C
City MASHPEE State MA County Zip 02649
REMOTE SITE
Corp Number 250-45
Installation Address 172 CENTRAL STREET
City MILFORD State MA County Zip 01757
REMOTE SITE
Corp Number 250-46
Installation Address 41 MARBLE STREET
City REVERE State MA County Zip 02151
Page 12
REMOTE SITE
Corp Number 250-50
Installation Address 100 BRADY DRIVE
City PORTSMOUTH State NH County Zip 03801
REMOTE SITE
Corp Number 058-29
Installation Address 5934 RICHARD STREET
City JACKSONVILLE State FL County Zip 32216
REMOTE SITE
Corp Number 170-01
Installation Address 141 N.W. 16TH STREET
City POMPANO BEACH State FL County Zip 33060
REMOTE SITE
Corp Number 170-02
Installation Address 6781 W. SUNRISE BOULEVARD
City PLANTATION State FL County Zip 33313
REMOTE SITE
Corp Number 250-38
Installation Address 5934 RICHARD STREET
City JACKSONVILLE State FL County Zip 32216
Page 13
REMOTE SITE
Corp Number 250-39
Installation Address 5934 RICHARD STREET
City JACKSONVILLE State FL County Zip 32216
REMOTE SITE
Corp Number 250-42
Installation Address 5934 RICHARD STREET
City JACKSONVILLE State FL County Zip 32216
REMOTE SITE
Corp Number 250-51
Installation Address 5934 RICHARD STREET
City JACKSONVILLE State FL County Zip 32216
Page 14
ON/LINE OPERATING & LICENSE AGREEMENT
ATTACHMENT A
CUSTOMER'S COMPUTER FACILITIES AND REMOTE SITES
PRIMARY SITE
Corp Number 250-00
Installation Address 335 Main Street
City Reading State ma County Zip 1867
REMOTE SITE
Corp Number 250-19
Installation Address 100 Main Street
City Dover State NH County Zip 3820
REMOTE SITE
Corp Number 222-30
Installation Address 8 N. Main Street
City Attleboro State MA County Zip 2703
ON/LINE OPERATING & LICENSE AGREEMENT
ATTACHMENT A
CUSTOMER'S COMPUTER FACILITIES AND REMOTE SITES
PRIMARY SITE
Corp Number 250-97
Installation Address 1575 Rohlwing Road
City Rolling Meadows State IL County Zip 60008
REMOTE SITE
Corp Number 250-40
Installation Address 1304 Marquette Dr.
City Romeoville State IL County Zip 60441
ON/LINE OPERATING & LICENSE AGREEMENT
ATTACHMENT B
SELECTED PRODUCTS AND SERVICES
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 1 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 2-
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 3 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 4 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 5 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 6 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 7 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 8 -
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
- 9 -
ATTACHMENT B
ON/LINE OPERATING AND LICENSE AGREEMENT
BENCHMARK STATEMENTS
DISCOUNT LEVEL
PRODUCT STANDARD 1ST 2ND 3RD 4TH 5TH 6TH 7TH 8TH
[*] [*] [*] [*] [*] [*] [*] [*] [*] [*]
Benchmark Statement
Benchmark Statement
(100% MSO) [*]
Benchmark Statement
(100% Division)
DISCOUNT LEVEL MSO SUBSCRIBERS
-------------- ---------------
1st 100,000 - 249,999
2nd 250,000 - 499,999
3rd 500,000 - 999,999
4th 1,000,000 - 1,499,999
5th 1,500,000 - 1,999,999
6th 2,000,000 - 2,999,999
7th 3,000,000 - 3,999,999
8th 4,000,000 - and up
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
-10-
APPENDIX 1
FUNCTION MATRIX
NOTE: All functionality that has not been moved forward
to Continental requested dates is "core" to DDP/SQL
and therefore, the USCS available dates are our
best delivery date.
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
1
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
2
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
3
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
4
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
5
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
6
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
7
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
8
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
9
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
10
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
11
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
12
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
14
APPENDIX 1
FUNCTION MATRIX
[*]
*PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT
REQUEST.
15
ON/LINE OPERATING AND LICENSE AGREEMENT
APPENDIX 2
OPERATING LIMITATIONS
1) The Programs listed below, and no others, can be run at any time; however,
these Programs are to be run primarily during normal business hours
(response measurement period).
Program # Description
--------- -----------
100 Order Entry
250 Dispatch
260 Check-in
600 Pay/Adjust
607 Lockbox Processing
200 Select CDW File
224 Route Cards
211 Route/Assign
220 Work Orders
130 Director File Maintenance
140 Personnel File Maintenance
110 Quota File Maintenance
160 Forms Writer
900 Keyboard Training
025 Customer Repair
300 Box File Maintenance
350 Addressable Box Driver (ARU/ANI)
370-375 ANI Drivers
342,345 ARU Drivers
Terminal In-Truck Driver
700 Print Spooler
150 Complex File Maintenance
610 Post/Print Batches
-1-
2) The following batch jobs should only be run after normal business hours.
In the event any of these batch jobs are running, the response time
criteria will no longer be applicable.
Description
-----------
Daily Performance
Unreturned Converter
Capitalized Drops
Month-End Performance
Print Cost by Aging
Print Customer Products
Rate Increase Run
M/T Builder
Customer Purge
Change Group Events
Hot Move/Disc Reports
Customer Labels
EFTS Processing
Inst/Tech/Equip Report
Refunds Run
Write-offs
Not Dones/Cancels
Program Log Maintenance
Collection Summary
Supplier Activity
Sales Commission
Mass Correction-Print
Box Select
Status Summary
Event Select
WIP File Select
Unreturned Converters
Universal Select-when avail.
Mass Correction-Key-in
Collections Run
House/Customer Select
-2-
APPENDIX 3
HARDWARE CONFIGURATION REQUIREMENTS
PERFORMANCE STANDARDS
READING DATA CENTER
POMPANO - K1010 JACKSONVILLE - B SYSTEM
484 PORTS
375K ACTIVE SUBSCRIBERS
Description Qty
- ----------- ---
K1008, Scal Parallel Srvr Pkg, 8 proc 1
Base System Cabinet 4
Processors (32mb Mem) 8
Multifunction Controllers 8
RMI Modem 1
I/O Expansion Cabinet, Dual Row 5
Substitute 96MB for 32MB Pr. 4
Non-Stop Kernel - Per Proc 8
Run-Time SQL 1
Pathway 1
Exchange - RJE 1
X.25 Access Method 1
Expand 1
Measure 1
C Compiler 1
Additional Hardware Components
- ------------------------------
Scal Parallel Srvr Add-on, 2 Proc 1
Substitute 95mb for 32mb, Pair 1
Non-Stop Kernel 2
3650 Communications Subsystem 1
Fiber Optic Cable, 25m 2
4 Port Async LIU 10
Comm Stacking Pedestal 3
Cable Mgmt Kit 5
Dual Row Configuration Base Kit 1
Disk Drive, 1.038gb Internal 4
4510 12 Pak 2gb Disk Drive 1
4510 4 Pak 2gb Disk Drive 1
3128 Controllers 6
5175 Tape Drive 1
517-025W 25' Tape Cable Subst. 3
Pedestal, Modular Storage Sys 1
Enable Placement Kit 1
SCSI BIC 1
3214 Tape Controller 3
DISC SPACE ANALYSIS SHOWED 890MB OF NON-CABLEDATA, NON-TANDEM
SOFTWARE/DATABASE. NEED TO ADD ONE ADDITIONAL VOLUME, (2 DRIVES), TO
ACCOMMODATE THIS DATA. 30 OF 60 I/O SLOTS ARE POPULATED
USE (4) 648MB DISK FOR S/I AND MISC. STATIC FILES FROM EXISTING INVENTORY
CONFIGURATION INCLUDES DATA STORAGE FOR EXPANDED LEDGER ASYNCHRONOUS CABLING
TO BE INCLUDED IN HARDWARE CONFIGURATION
APPENDIX 3
HARDWARE CONFIGURATION REQUIREMENTS
PERFORMANCE STANDARDS
READING DATA CENTER
K1014
READING - SPRINGFIELD - A SYSTEM
861 PORTS
825K ACTIVE SUBSCRIBERS
Description Qty
- ----------- ---
K1012, Scal Parallel Srvr Pkg, 12 proc 1
Base System Cabinet 6
Processors (32mb Mem) 12
Multifunction Controllers 12
RMI Modem 1
Substitute 96MB for 32MB Pr. 6
Non-Stop Kernel - Per Proc 12
Run-Time SQL 1
Pathway 1
Exchange - RJE 1
X.25 Access Method 1
Expand 1
Measure 1
C Compiler 1
Scal Parallel Srvr, Add-on, 2 Proc 1
Substitute 96mb for 32mb, Pair 1
Non-Stop Kernel 2
1038mb Disk Drives 4
4510 30 Pack 2GB Disk Drives 1
4510 4 Pak 2gb disk 1
3128 Controllers 12
I/O Expansion Cabinet, Dual Row 7
5175 Tape Drive 1
517-025W 25' Tape Cable Subst. 3
Enable Placement Kit 2
Pedestal, Modular Storage Sys 2
3850 Comm Subsystem 15
Fiber Optic Cables 30
Cable Management Kit 10
Comm Pedestal 5
4 Port Async LIU 216
3214 Tape Controller 3
SCSI BIC 1
Dual Row Base Configuration Kit 1
Cable, 10156-01 2
DISC SPACE ANALYSIS SHOWED 890MB OF NON-CABLEDATA, NON-TANDEM SOFTWARE/DATABASE.
NEED TO ADD ONE ADDITIONAL VOLUME, (2 DRIVES), TO ACCOMMODATE THIS DATA.
49 OF 84 I/O SLOTS ARE POPULATED
USE (5) 648MB DISK FOR S/I AND MISC. STATIC FILES FROM EXISTING INVENTORY
CONFIGURATION INCLUDES DATA STORAGE FOR EXPANDED LEDGER
ASYCHRONOUS CABLING TO BE INCLUDED IN HARDWARE CONFIGURATION
APPENDIX 3
HARDWARE CONFIGURATION REQUIREMENTS
PERFORMANCE REQUIREMENTS
ROLLING MEADOWS DATA CENTER
K1000 6 PROCESSOR
ROLLING MEADOWS
256 PORTS
245K ACTIVE SUBSCRIBERS
Description Qty
- ----------- ---
K1006, Scallable Parallel Srvr Pkg. 1
System Cabinet 3
Processor (32MB) 6
Multifunction Controllers 6
RMI Modem 1
Substitute 96MB for 32MB Pr. 3
NonStop Kernel (per CPU) 6
NonStop SQL Runtime 1
Expand 1
Pathway NonStop Systems 1
C Compiler 1
Measure 1
X.25 Access Method 1
Exchange 1
I/O Expansion Cabinet 3
4510 12 Pack 2gb Disk Drive 1
3128 Controllers 4
5175 Tape Drive 1
517-025W 25' Tape Cable Subst. 3
Internal 1.038gb Disk Drive 4
Pedestal, Modular Storage Sys 1
Enable Placement Kit 1
Async Controllers (3606) 16
Sync Controllers (3605) 1
Universal Printer Controller 1
Cable, 10156-01 1
3214 Tape Controller 3
SCSI BIC 1
DISC SPACE ANALYSIS SHOWED 155MB OF NON-CABLEDATA, NON-TANDEM SOFTWARE/DATABASE.
NEED TO ADD ONE ADDITIONAL VOLUME, (2 DRIVES), TO ACCOMMODATE THIS DATA.
26 OF 36 I/O SLOTS ARE POPULATED
USE (4) 648MB DISK FOR S/I AND MISC. STATIC FILES FROM EXISTING INVENTORY
CONFIGURATION INCLUDES DATA STORAGE FOR EXPANDED LEDGER
ASYNCHRONOUS CABLING TO BE INCLUDED IN HARDWARE CONFIGURATION
APPENDIX 3
HARDWARE CONFIGURATION REQUIREMENTS
PERFORMANCE REQUIREMENTS
STOCKTON DATA CENTER
K1000 2 PROCESSOR
SOUTHFIELD
118 PORTS
141K ACTIVE SUBSCRIBERS
Description Qty
- ----------- ---
K1002 Scalable Parallel Srvr Pkg 1
System Cabinet 1
Processor (32MB) 2
Multifunction Controllers 2
RMI Modem 1
Substitute 96MB for 32MB Pr. 1
NonStop Kernel (per CPU) 2
NonStop SQL Runtime 1
Expand 1
Pathway NonStop Systems 1
C Compiler 1
Measure 1
X.25 Access Method 1
Exchange 1
4510 6 Pak 2gb Disk Drive 1
Enable Placement Kit 1
Pedestal, Modular Storage Sys 1
3128 Controllers 2
Internal 1.038gb Disk Drive 4
Universal Printer Controller 1
System Printer Conversion Kit 1
3214 Tape Controller 1
5175 Tape Drive, 6250bpl 1
517-025W 25' Tape Cable Subst. 2
I/O Expansion Cabinet 1
Cables 10156 (system printer) 1
3650 Communications Subsystem 2
4 Port Async LIU 30
Fiber Optic Cable,25m 4
Comm. Stacking Pedestal 1
SCSI BIC 1
Cable Mgmt. Kit 1
USE (2) 648MB DISK FOR S/I AND MISC. STATIC FILES FROM EXISTING INVENTORY
CONFIGURATION INCLUDES DATA STORAGE FOR EXPANDED LEDGER
10 OF 12 I/O SLOTS ARE POPULATED
DISC SPACE ANALYSIS SHOWED 193MB OF NON-CABLEDATA, NON-TANDEM SOFTWARE/DATABASE.
NEED TO ADD ONE ADDITIONAL VOLUME, (2 DRIVES), TO ACCOMMODATE THIS DATA.
7 ASYNCS FROM SOUTHFIELD CAN'T BE USED DUE TO I/O SLOT LIMITATIONS. SEND TO
STOCKTON FOR EL SEGUNDO
(1) SCSI BIC FROM EL SEGUNDO
ASYNCHRONOUS CABLING TO BE INCLUDED IN HARDWARE CONFIGURATION
APPENDIX 3
HARDWARE CONFIGURATION REQUIREMENTS
PERFORMANCE STANDARDS
STOCKTON DATA CENTER
STOCKTON & EL SEGUNDO
656 PORTS
621K ACTIVE SUBSCRIBERS
Description Qty
- ----------- ---
K1012 Scalable Parallel Srvr Pkg 1
System Cabinet 6
Processor (32MB) 12
Multifunction Controllers 12
RMI Modem 1
Substitute 96MB for 32MB Pr. 6
NonStop Kernal (per CPU) 12
NonStop SQL Runtime 1
Expand 1
Pathway NonStop Systems 1
C Compiler 1
Measure 1
X.25 Access Method 1
Exchange 1
Additional Hardware Components
- ------------------------------
4510 24 Pak 2gb Disk Drive 1
4510 2 Pak 2gb Disk Drive 1
Enable Placement Kit 2
Pedestal, Modular Storage Sys 2
3128 Controllers 10
5175 Tape Drive 1
517-025W 25' Tape Cable Subst. 3
Internal 1.038gb Disk 4
Async Controllers (3606) 3
Universal Printer Controller 1
System Printer Conversion Kit 1
SCSI BIC 1
3214 Tape Controller 3
I/O Expansion Cabinet, Dual Row 6
Dual-Row Config. Base Kit 1
Cables 10156 (system printer) 1
USE (5) 648MB DISK FOR S/I AND MISC. STATIC FILES FROM EXISTING INVENTORY
CONFIGURATION INCLUDES DATA STORAGE FOR EXPANDED LEDGER
57 OF 72 I/O SLOTS ARE POPULATED
DISC SPACE ANALYSIS SHOWED 959MB OF NON-CABLEDATA, NON-TANDEM SOFTWARE/DATABASE.
NEED TO ADD ONE ADDITIONAL VOLUME, (2 DRIVES), TO ACCOMMODATE THIS DATA.
(7) ASYNCS FROM SOUTHFIELD, (4) ASYNCS FROM FRESNO, (27) ASYNCS FROM EL SEGUNDO
ASYCHRONOUS CABLING TO BE INCLUDED IN HARDWARE CONFIGURATION
APPENDIX 4
MIGRATION RESPONSIBILITIES
CABLEDATA
- - 1 on-site migration rep for every 50,000 active subscribers
- - Migration rep(s) on site at 9:00 a.m. on the day files are loaded down.
Rep(s) leave site 2 days later at 5:00 p.m. after corp is "live" for 2 days.
- - ABL Prep and Extract Programs to be run by Data Center on-site migration
coordinator
- - Data Center on-site migration coordinator to remain on-site for 5 Days after
Data Center has completed migrations
- - 24 hour support provided during migration period
- - A set of 7 training videos with workbooks will be provided to each corp and
Data Center
- - A playcorp will be provided for each Data Center for training purposes
- - Test files created for each corp 1 month prior to migration
- - QSP upgrade kit installation to be done by Computerland or corp,
coordinated by migration coordinator
- - Database administrator to be on-site at Data Centers to load down corp files
- - Programmer on site in Reading, MA; Jacksonville, FL, and Pompano, FL for
1 to 2 days to assess what effort will be needed to convert Continental's
custom programs
CONTINENTAL CABLEVISION
- - Corp employees need to be trained utilizing the training videos before
migration rep(s) arrive on site.
- - At least 1 crt at each corp will need to be upgraded to Quick Screen Plus for
training(or 1 pc upgraded with the QSP emulator)
- - Non-CableData reports will need to be provided to CableData for
conversion if desired
- - All corps must be on DDP Release 8.11 in order to be migrated to SQL
Release 2.5
- - Data Center must save each corp's Manager, Event, and Batch files the
night that ABL is started and backed up to tape
- - Data Center must run a PPV charging run and reformat the Manager file the
night prior to the backup for live files
- - Data Center must run special rev "V" TBOL programs during migration
period
- - Data Center must have at least 1 upgraded crt in order to run ABL programs
- - Bank needs to be notified of sequence number change
- - Corps and Data Centers need to have management representative on-site
at all times while CableData personnel are on-site
- - If any corp is using ANI, it must be converted to OLVQ before the migration
- - Corps must not cutoff during migration period
- - Backup for live files must not be done during twilight period
USCS
KEY PLAYERS
Migration Department Manager Jill Grant
Migration Scheduling Manager Larry Alsbrook
Database Administrator (Chicago) Sallia Bandy
Data Center Coordinator (Chicago) Debbie Persram
Database Administrator (Stockton) Mike Staahl
Data Center Coordinator (Stockton) Diana Oatis
Database Administrator (Reading) Ed Hewett
Data Center Coordinator (Reading) Linda Lorusso
CONTINENTAL CABLEVISION
KEY PLAYERS
Data Center Coordinator (Chicago) Joan Polaski
Data Center Coordinator (Stockton) Glen Calloway
Data Center Coordinator (Reading) Bob Gatesy