Exhibit 10(n)
ALLTEL MORTGAGE INFORMATION
SERVICES, INC.
ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
ALLTEL MORTGAGE
ALLTEL Information Services, Inc. - Mortgage Division
Post Office Box 2388 - Jacksonville, Florida 32231
(904) 359-5000
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ALLTEL MORTGAGE INFORMATION SERVICES, INC.
ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
Agreement No.: 183-96BP
This ELECTRONIC DATA PROCESSING SERVICES AGREEMENT ("Agreement") is entered
into as of this 9th day Of May 1996 ("Effective Date") by and between ALLTEL
Mortgage Information Service Inc., ("ALLTEL Mortgage"), the address of which is
601 Riverside Avenue, Jacksonville, Florida 32204, and United Home Lending
Services, Inc. ("Client"), the address of which is 227 Capital Street,
Charleston, West Virginia 25321.
ALLTEL Mortgage and Client hereby agree as follows:
1. DEFINITION OF PROCESSING SERVICES
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1.1 The Software Systems ("Software or System") referred to by this Agreement
are a series of computer programs employed by ALLTEL Mortgage to perform
electronic data processing ("EDP") services for its clients. ALLTEL
Mortgage's Documentation User Manuals ("Documentation") for the Software are
incorporated herein by reference as a definition of the functions of the
Software.
1.2 ALLTEL Mortgage, using the Software, its EDP equipment and EDP skills,
will perform EDP services for Client. This Agreement includes the Addenda and
Schedules (specifically identified by an "X" below), which are attached
hereto and incorporated herein by reference:
Pages
x Addendum I - CPI Mortgage Servicing Package with On-line Services 1-2
x Addendum I - Schedule A - System Availability Times 1-1
x Addendum I - Schedule I - Estimated One Time Costs 1-1
x Addendum II - ALLTEL Mortgage Optional Processing and Support Services 1-6
Addendum III - CPI Residential Loan Inventory Control 1-2
Addendum III - Schedule I - Estimated One Time Costs 1-1
Addendum IV - Disaster Recovery Plan 1-6
Addendum V - CPI Passport 1-6
Addendum VI - CPI Navigator 1-3
Addendum VII - CPI Training Services 1-5
2. TERM
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2.1 Original Term. The original term of this Agreement shall be the period
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beginning with the Effective Date of this Agreement through July 31, 1999
(the "Original Term"). For Agreements where the Original Term commences on a
date other than January 1, the first year of the Original Term shall be
deemed to be the period from the cunni of the Original Term through and
including the immediately succeeding December 31.
2.2 Extended Terms. Following the Original Term, the Agreement will
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automatically renew for successive one year periods, unless terminated in
accordance with Paragraph 13 hereof, on the same terms and conditions (the
"Extended Term"); provided however, the Basic Processing Charges for such
Extended Term shall be at ALLTEL Mortgage's then published rates.
3. INPUT/OUTPUT SERVICES
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3.1 Input. Client shall perform the data entry requirements from items of
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original entry (which items remain in the possession of Client). Client shall
create the input data and Client and/or Client's agent will transmit the
input data required by each System, as defined in the Documentation, to
ALLTEL Mortgage's computer facilities in Jacksonville via satellite or some
other mutually agreed upon method of data transmission. Input data is to be
received by ALLTEL Mortgage each business day, or other processing frequency
as required, at a mutually agreed upon time. Client shall be responsible for
verification of the data transmitted and for the release of the data to
ALLTEL Mortgage for processing.
3.2 Output. ALLTEL Mortgage will process the data using the Software and will
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have the output available to allow the Client to begin to print the output
data at Client's location at a mutually agreed upon time. ALLTEL Mortgage
will use its best efforts to complete the processing and transmission of
Client's data on schedule provided Client has transmitted and released its
input in accordance with Paragraph 3.1 of this Agreement.
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ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
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3.3 Rejected Transactions and System Balancing. Client shall correct and
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resubmit all transactions rejected by the Software and Client shall be
responsible for reconciling and adjusting differences in batch control totals
which result from rejected transactions and/or erroneous control totals.
Client is responsible for the system balancing on a daily basis.
3.4 Reasonable Care. Client agrees to exercise reasonable care in the use of
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each service. "Reasonable care" includes, but is not limited to scheduling
certain reports and producing large volumes of output data only on selected
days. Certain reports identified in the Documentation have been blocked in
the Software System from being produced during peak cycles.
4. ON-LINE SERVICES
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4.1 Description and Availability of Services. ALLTEL Mortgage agrees to
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provide to Client on-line access to information contained in Client's
mortgage master, history, and certain utility files from terminals located in
Client's office(s). The Documentation lists the inquiry displays and the
primary data entry menus to be provided by ALLTEL Mortgage. The on-line
systems access Client's files through the CICS tele-communication facility.
The data entered by Client is verified using logic tests. Errors found in the
data are immediately displayed to Client for correction. These on-line
services shall be available at the times specified in Addendum I Schedule A
attached to this Agreement. ALLTEL Mortgage shall put forth its best efforts
to maximize the availability of the on-line systems during the times
specified in Schedule A; provided, however, reasonable periods of system
outages shall not be construed as a default of this Agreement. Data accepted
by the on-line system generates transactions which are stored on ALLTEL
Mortgage's host computer. This transaction file serves as an input file for
the Client's update processing run. The on-line system includes on-line or
printed documentation for every screen in the System. Instructions for
operating the Software and for entering transactions are included therein.
4.2 Error Correction. ALLTEL Mortgage shall use its best efforts to minimize
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rejects due to program logic errors. The on-line systems also contain an on-
line interrogation feature. Client realizes that ALLTEL Mortgage will have w
control over conflicts affecting the same loan number within the same
processing cycle or correction and resubmission of all transactions
originally entered through the on-line system and rejected by the system.
Client shall be responsible for reconciling and adjusting any differences in
control totals which result from rejected transactions and/or erroneous
totals.
5. TRANSMISSION SERVICE & TERMINAL EQUIPMENT
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5.1 Transmission Service. Client will pay all costs for
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installation/deinstallation and for the data transmission service between
Client's office and ALLTEL Mortgage's site. ALLTEL Mortgage shall specify and
order the type of transmission service required and will bill Client for
those transmission services in accordance with the fees set forth on Addendum
E to this Agreement. In the event Client relocates its service center, Client
shall be responsible for the cost of deinstalling at Client's old site and
for reinstallation of such transmission service at Client's new site. Should
Client desire to terminate the data transmission service, Client shall give
ALLTEL Mortgage not less than ninety (90) days written notice. Client shall
be responsible for any deconversion costs of such transmission service at the
time of termination of such service.
5.2 Communication Devices. The communication devices, satellite or
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terrestrial, shall be specified and ordered by ALLTEL Mortgage. Such devices
will be leased in ALLTEL Mortgage's name or owned by ALLTEL Mortgage. ALLTEL
Mortgage, in turn, will bill Client for such devices located in Client's
office(s). Should Client desire to terminate the devices, Client shall give
ALLTEL Mortgage not less than ninety (90) days notice.
5.3 Terminal and Printing Equipment. ALLTEL Mortgage will specify the type of
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terminal equipment to be used by Client. Client may use its most cost
effective or efficient method for acquiring the equipment specified by ALLTEL
Mortgage. ALLTEL Mortgage, as an OEM dealer, may sell or lease the terminal
equipment to Client. In such case, ALLTEL Mortgage and Client will execute
ALLTEL Mortgage's "Master Agreement for Hardware Purchase" or ALLTEL
Mortgage's "Equipment Lease Agreement", whichever applies.
5.4 Transmission Problems. ALLTEL Mortgage shall use its best efforts in
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isolating data transmission problems and obtaining service from the terminal
hardware vendors and/or communication carriers. In situations where data
transmission is rendered impossible by virtue of equipment failure at ALLTEL
Mortgage's site, ALLTEL Mortgage agrees to print such data and ship to Client
at the expense of ALLTEL Mortgage. In the event of inability to transmit
because of the communication carrier, the cost to print and ship will be
borne equally by ALLTEL Mortgage and Client. In the event of equipment
failure at Client site, Client pays all printing and shipping costs.
5.5 Shipment of Output. Client may elect to have input/output functions
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performed at ALLTEL Mortgage and to have the output shipped to Client by
ALLTEL Mortgage. The cost of such functions including postage and/or freight
incurred to ship output media to Client are billable to Client at ALLTEL
Mortgage's standard rates for Optional Processing and Support Services as
shown in Addendum II.
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ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
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6. BASIC PROCESSING CHARGES
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6.1 Basic Monthly Charges. In consideration for processing its data using the
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Software, Client agrees to pay a monthly charge and fee according to the
schedules contained in each of the Addenda attached hereto, but in no case
less than the minimum monthly charge set forth in the Schedules.
6.2 Software Modifications. The basic processing charges are for computer
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processing and for other services as described in Addendum I, Article 2.
hereto. All reports described in the Documentation and processing provided by
the standard Software System are available to Client as of the date of
conversion. Custom or special modifications of the Software are available to
Client upon specification of the nature of such modification and payment of
fees to be negotiated between Client and ALLTEL Mortgage for each such
modification as more specifically described in Paragraph 8 of this Agreement.
7. OPTIONAL PROCESSING AND SUPPORT SERVICES
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7.1 From time to time, Client may elect to use ALLTEL Mortgage's input/output
functions, such as data entry, printing, microfiche, special computer usage
for Easytrieve, consulting, etc. These services will be billed to Client in
accordance with the Schedule of Optional Processing and Support Services as
shown in Addendum II. Supplies, including rental charges for tapes and disks
dedicated to the storage of Client's data, and Client's usage of ALLTEL
Mortgage's electronic mail communication system known as "CIMON", will also
be charged according to ALLTEL Mortgage's Optional Processing and Support
Services as shown in Addendum II. ALLTEL Mortgage's Optional Processing and
Support Services, as described in Addendum II, may be increased upon thirty
(30) days written notice to Client.
8. PROGRAM MODIFICATIONS
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8.1 Customized Modifications. Report contents and processing logic in the
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Software may be modified from time to time. Client may initiate such
modifications by defining the desired change on a System Service Request
("SSR") and submitting the SSR to ALLTEL Mortgage. ALLTEL Mortgage will
review the SSR and return it to Client with a fixed price, which will include
the cost of the programming definition, programming, testing, installation
and documentation. If the Client wishes to proceed with the programming and
installation of the modification, Client will execute the SSR, approving the
fixed price indicated and return it to ALLTEL Mortgage for implementation.
The CPI MSP 850 Report ("Mortgage Servicing Client Project Inventory") will
identify all approved SSRs to be invoiced to Client.
8.2 Standard Enhancements. Based on changes to government regulations, tax
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laws, mortgage industry and mortgage agencies' needs, as well as to increase
the efficiency of the System, ALLTEL Mortgage will issue, usually each month,
standard enhancement changes which are included as part of the Basic
Processing Charges described in Addendum 1, Article 2.
8.3 New System Offerings. In addition to any products made available to
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Client under Paragraphs 8. l and 8.2 of this Agreement, installation and
implementation of the new systems or subsystems comprising the "CPI
Renaissance" Architecture (the "Architecture") may be provided for an
additional fee or under a new pricing structure and subject to additional or
different terms and conditions. Such systems or subsystems will be
specifically identified as part of the Architecture. Implementation of any
such additional fee or pricing structure for the Architecture shall not be
restricted by the Consumer Price Index adjustment provision set forth in
Addendum I, Article 2 of this Agreement. ALLTEL Mortgage will present the
features of the Architecture to Client and will inform Client of any fees
related to their installation and implementation. Client shall be responsible
for any increase in charges (if any) associated with the Architecture. Any
additional services requested by Client, not offered as part of the
Architecture package, will be billable to Client at ALLTEL Mortgage's then
current rates for such services.
9. TAXES
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9.1 All taxes, however designated, arising from or based upon this Agreement
or the payments made to ALLTEL Mortgage by Client pursuant hereto,
including, but not limited to, all applicable sales, use and excise taxes,
shall be paid by Client as the same become due. Client shall, upon request
by ALLTEL Mortgage, pay the same either to ALLTEL Mortgage or to the
appropriate taxing authority at any time during or after the termination of
this Agreement. Client shall not be responsible for the payment of any
state, federal, or local franchise or income taxes based upon the net income
of ALLTEL Mortgage.
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ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
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10. AUTHORIZED EMPLOYEES
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10.1 Client shall designate in writing to ALLTEL Mortgage within thirty (30)
days of the execution of this Agreement and when requested by ALLTEL
Mortgage from time to time, employees who are authorized to contact ALLTEL
Mortgage support personnel, to release input data or request reports, to
approve System Service Requests (SSRs) and to authorize other requests for
services under this Agreement. ALLTEL Mortgage may rely on the actions and
representations of such authorized employees without performing any further
investigation or confirmation. Client shall be bound by all agreements both
written and verbal, entered into between ALLTEL Mortgage and such authorized
employees.
11. OWNERSHIP AND CONFIDENTIALITY
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11.1 Client acknowledges that the Software and all information, programs,
documentation and assistance concerning it are the sob property of ALLTEL
Mortgage, and that they constitute the valuable proprietary products and
trade secrets of ALLTEL Mortgage embodying substantial creative efforts,
ideas and expressions. Client further agrees to observe complete
confidentiality regarding all aspects of the Software including, without
limitation, agreeing not to disclose or otherwise permit any other person or
entity access to, in any manner, the Software or any part thereof, except
that such disclosure or access shall be permitted to an employee of the
Client requiring such access in the course of employment. Upon termination
of this Agreement, Client agrees to return the Software and all parts
thereof, to destroy any copies made by Client, and to certify to ALLTEL
Mortgage in writing that it has returned or destroyed all parts of the
Software information. Client acknowledges that the terms and conditions of
this Agreement and the related negotiations between Client and ALLTEL
Mortgage with respect to this Agreement shall be treated as confidential
pursuant to this Paragraph.
11.2 ALLTEL Mortgage acknowledges that the data is the sole property of the
Client, and agrees to take all such reasonable measures as may be necessary
to protect the confidentiality of such. Client consents to the use by ALLTEL
Mortgage of statistical data generated by the Software provided that such
use shall not directly or indirectly identify Client or any specific
individual.
11.3 All data stored by ALLTEL Mortgage's system remains the property of the
Client. At the request of Client, and upon payment to ALLTEL Mortgage of all
monies due under the terms of this Agreement, ALLTEL Mortgage shall transfer
this data to Client.
12. LIMITATION OF LIABILITY
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12.1 ALLTEL MORTGAGE'S OBLIGATION IN THE EVENT OF NEGLIGENCE OR ERROR BY
ALLTEL MORTGAGE IN THE PERFORMANCE OR NON-PERFORMANCE OF ITS DUTIES
HEREUNDER SHALL BE LIMITED TO REPROCESSING THE DATA FOR CLIENT. CLIENT
AGREES TO NOTIFY ALLTEL MORTGAGE WITHIN TWO (2) BUSINESS DAYS OR TWO (2)
PROCESSING CYCLES AFTER THE RECEIPT OF ERRONEOUS DATA.
12.2 IN NO EVENT WILL ALLTEL MORTGAGE BE LIABLE FOR ANY INDIRECT, SPECIAL,
CONSEQUENTIAL OR THIRD PARTY DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED
TO LOST PROFITS, LOSS OF GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF
THIS AGREEMENT OR THE USE OF ANY EQUIPMENT, THE SOFTWARE, DOCUMENTATION OR
SERVICE PROVIDED UNDER THIS AGREEMENT EVEN IF ALLTEL MORTGAGE HAS BEEN
ADVISED IN ADVANCE THAT SUCH DAMAGES MAY BE INCURRED.
13. TERMINATION
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13.1 Written Notice During Extended Term. Either party may terminate this
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Agreement at the end of the Original Term or at the end of any Extended Term
by giving the other one hundred eighty (180) days advance written notice
prior to the end of the Original Term or the then current Extended Term.
13.2 Monetary Default. In the event Client shall default in the payment of
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any sums due by it hereunder, and such default is not cured within thirty
(30) days after written notice from ALLTEL Mortgage, then ALLTEL Mortgage
may terminate this Agreement. Either party may then invoke the provisions of
Article 21, Conflict Resolution. Amounts remaining & outstanding after such
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thirty (30) day period shall accrue interest at the highest rate allowed by
law.
13.3 Non-Monetary Default In the event ALLTEL Mortgage or Client shall
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materially default in the performance of any of their duties, and if such
party does not remedy the default within thirty (30) days after the receipt
of written notice from the other party, the non-defaulting party may
terminate this Agreement. Either party may then invoke the provisions of
Article 21, Conflict Resolution.
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ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
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13.4 Extended Force Majeure. In the event the ability of either party to
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perform its obligations under this Agreement is prevented by a Force Majeure
event as described in Paragraph 22.1 hereof, passage of any law or any other
similar force beyond the control of that party for a period of more than
thirty (30) days, then either party may terminate this Agreement upon
written notice to the other party. Ln the event the affected party elects
not to terminate this Agreement, Client and ALLTEL Mortgage will negotiate a
proration of monthly processing charges based on the period performance was
prevented.
13.5 Bankruptcy. In the event that either party files any petition for
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protection under any Federal or state bankruptcy acts, or if an involuntary
petition in bankruptcy is filed against either party and is not discharged
in thirty (30) days, or if either party commits an act of bankruptcy, or if
a receiver, trustee or Marshall of either party's assets is appointed, or if
there is any material default under any bank credit agreement, the other
party may immediate terminate this Agreement by giving written notice of
termination to that party. The non-defaulting party shall be entitled to
pursue any and all remedies available to it at law or in equity.
13.6 Breach of Confidentiality In the event of a breach of the provisions of
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Article 11 hereof, the non-defaulting party may immediately terminate this
Agreement and invoke the provisions of Article 21, Conflict Resolution.
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13.7 Regulatory Notices. In the event Client is a Federally Insured Savings
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and Loan Association and should the Agreement terminate or if there are any
material changes in the services to be performed by ALLTEL Mortgage, ALLTEL
Mortgage will provide notice to the RTC/OTS District Director or to the
Department of Treasury agency having jurisdiction.
13.8 Effect of Termination. Upon termination of this Agreement, Client's
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right to use the processing services contemplated hereunder shall end
immediately. Client and ALLTEL Mortgage agree that, notwithstanding any
certification required by this Paragraph, obligations of confidentiality
herein shall, upon termination of this Agreement, continue in full force and
effect and shall be binding upon Client and ALLTEL Mortgage following such
termination.
14. NON-SOLICITATION OF EMPLOYEES
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14.1 Client and ALLTEL Mortgage agree that neither party will solicit the
services of any employee of the other party during the Original Term or any
Extended Term of this Agreement, without first obtaining the written consent
of the other party. notwithstanding the foregoing, Client and ALLTEL
Mortgage understand and agree that the following shall not constitute
solicitation under this Article 14: (i) employment solicitations directed to
the general public at large, including without limitation newspaper, radio
and television advertisements, and (ho an employment solicitation directed
by a party to an employee of the other party, and any related communication,
the occurs after a communication regarding employment that was initiated by
the employee.
15. DOCUMENTATION AND REVIEW OF INTERNAL CONTROLS OF ALLTEL MORTGAGE
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15.1 ALLTEL Mortgage, annually, will provide Client (and to the District
Director of the OTS if applicable) at no charge with one (1) copy of the
Documentation and Review of Internal Controls ("Third Party Review")
prepared by its Certified Public Accountants each year. The Third Party
Review is a review of ALLTEL Mortgage's internal procedures, and is not
intended in any way to replace or substitute Client's internal annual
review.
16. FINANCIAL INSTITUTIONS
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16.1 National Banks. If Client is a national bank, or is either directly or
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indirectly owned by a national bank or its parent holding company is a
national bank, Client agrees to permit ALLTEL Mortgage to make available
Client's records, data and procedures to the EDP Examiners of the
Comptroller of the Currency, Administrator of National Banks, or to any
supervising agency which has the authority to examine the records of Client,
if so requested.
16.2 State Banks. If Client is a state chartered, non-member Federal Reserve
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bank, a federal member state bank or a state chartered bank, Client agrees
to permit ALLTEL Mortgage to make available Client's records, data and other
procedures to the Federal Deposit Insurance Corporation ("FDIC"), to the
Federal Reserve System, or to the State Banking Department whichever is
applicable, or to any bank supervising agency which has the authority to
examine the records of Client, if so requested.
16.3 Savings Institutions. If Client is a state or Federally Insured Savings
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and Loan Association, Client agrees to permit ALLTEL Mortgage to make
available Client's records, data and other procedures to the OTS or RTC
and/or its examiners or to any supervising agency which has the authority to
examine the records of Client, if so requested.
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ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
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16.4 Other Institutions. Client agrees to permit ALLTEL Mortgage to make
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available Client's records, data and other procedures to the OTS or RTC
and/or its examiners and to the Federal Deposit Insurance Corporation
("FDIC") and/or its examiners, or to any supervising agency which has the
authority to examine the records of Client, if so requested by any of the
foregoing agencies. Further, ALLTEL Mortgage and Client agree by entering
into this Agreement, that the Office of Thrift Supervision will have the
authority and responsibility provided to the other regulatory agencies
pursuant to the Bank Service Corporation Act, 12 U.S.C. 1867 (C) relating to
services performed by contract or otherwise.
17. STORAGE OF DATA FILES
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17.1 ALLTEL Mortgage will provide off-site storage for Client's data files
so that they can be reconstructed in the event of loss or destruction of
Client's processing files at ALLTEL Mortgage's data center. Such off-site
storage will be in accordance with the guidelines set forth in ALLTEL
Mortgage's Third Party Review.
18. ASSIGNMENT
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18.1 Neither this AGREEMENT nor any rights or obligations hereunder may be
assigned by either party hereto without the prior written consent of the
other. Merger, consolidation or other business reorganization of either
party shall not be doomed an assignment hereunder; provided that the
Assignor is not an entity, or an affiliate or subsidiary of an entity, which
engages or attempts to engage in the business of providing any software or
services that compete with such software or services provided by the non-
assigning party. The assigning party hereby agrees to provide reasonable
advance notice to the other party of any assignment which does not require
the consent of such other party. This Agreement shall insure to the benefit
of and be binding upon the parties hereto and their respective successors
and permitted assigns. Neither the terms of this Agreement nor any
performance hereunder shall be construed to create any rights in any person
other than the parties to this Agreement.
19. FURTHER ASSURANCE
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19.1 ALLTEL Mortgage and Client agree to perform all acts and execute all
supplementary instruments or documents which may be necessary to carry out
the provisions of this Agreement.
20. INDEPENDENT CONTRACTOR
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20.1 ALLTEL Mortgage is an independent contractor which has the solo right
to supervise, manage, control and direct its performance of services. The
performance of activities by either party under this Agreement shall not
constitute either a joint venture or partnership of the parties. This
Agreement shall not be construed to limit in any way the rights of the
parties to pursue, independently and in accordance with their respective
management policies, any aspects of their respective businesses and
operations.
21. CONFLICT RESOLUTION
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21.1 Informal Dispute Resolution.
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(a) ALLTEL Mortgage and Client agree to notify each other as promptly as
possible of any conflicts arising out of this Agreement or in the
interpretation of the provisions of this Agreement, or any dispute as to
whether or not an event of default has occurred. ALLTEL Mortgage and Client
further agree to attempt to resolve all such conflicts as promptly as
possible and in good faith before initiating any causes of action arising
out of this Agreement.
(b) If any dispute remains unresolved for any reason after thirty (30) days
following the initial request for informal dispute resolution, or such
other period of time as mutually agreed to, then the parties may agree to
continue informal efforts to resolve the dispute or either party may
initiate a binding arbitration proceeding as contemplated by Paragraph 21.2
of this Agreement.
21.2 Binding Arbitration. ALLTEL Mortgage and Client stipulate and agree that
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if they are unable to resolve any controversy arising under this Agreement as
contemplated by Paragraph 21.1 and if such controversy is not subject to
Paragraph 21.3 of this Agreement, then such controversy, and any ancillary
claims not so resolved and not so subject, shall be submitted to binding
arbitration at the election of either party (the "Disputing Party") pursuant to
the following conditions:
(a) Selection of Arbitrator. The Disputing Party shall notify the American
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Arbitration Association ("AAA") and the other party in writing describing
in reasonable detail the nature of the dispute (the "Dispute Notice"), and
shall request that AAA furnish to the parties a list of five (5) possible
arbitrators who shall be licensed to practice law in the United States and
shall have at least five (5) years of experience in data processing
matters. Each party shall have fifteen (15) days to reject two (2) of the
proposed arbitrators. If one (1) individual has not been so rejected, he or
she shall serve as arbitrator; if two (2) or more individuals have not been
so rejected, AAA shall select the arbitrator from those individuals.
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ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
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(b) Conduct of Arbitration. Arbitration will be conducted by the arbitrator
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selected pursuant to subparagraph 21.2(a) with respect to the dispute
described in the Dispute Notice and any other disputes related to this
Agreement between the parties to this Agreement (i) pending at the inception
of such arbitration and not otherwise being arbitrated under this Paragraph
21.2; or (ii) arising during the pendency of such arbitration in accordance
with the rules of AAA, except as specifically provided otherwise in this
Paragraph 21.2. The arbitrator will allow reasonable discovery in the forms
permitted by the Federal Rules of Civil Procedure, to the extent consistent
with the purpose of the arbitration. The arbitrator will have no power or
authority, under the rules of AAA or otherwise, to amend or disregard any
provision of this Paragraph 21.2. The arbitration hearing shall be limited to
not more than ten (10) days, with each of Client and ALLTEL Mortgage being
allocated one-half of the time for the presentation of its case. Unless
otherwise agreed to by the parties, an arbitration hearing shall be conducted
on consecutive business days.
(c) Replacement of Arbitrator. Should the arbitrator refuse or be unable to
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proceed with arbitration proceedings as called for by this Paragraph 21.2,
such arbitrator shall be replaced by an arbitrator selected from the other
four (4) arbitrators originally proposed by AAA and not rejected by the
parties, if any, or if there are no remaining proposed arbitrators who have
not been rejected, by repeating the process of selection described in
subparagraph 21.2(a) above. If an arbitrator is replaced pursuant to this
subparagraph 21.2(c), then a rehearing shall take place in accordance with
the provisions of this Paragraph 21.2 and the rules of AAA.
(d) Findings and Conclusions. The arbitrator rendering judgment upon
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disputes parties to this Agreement writing as provided in this Paragraph 21.2
shall, after reaching judgement and award, prepare and distribute to the
parties a describing the findings of fact and conclusions of law relevant to
such judgment and award and containing an opinion setting forth the reasons
for the giving or denial of any award.
(e) Place of Arbitration Hearings. Arbitration hearings contemplated by
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subparagraph 21.2(b) shall be held in Jacksonville, Florida. If ALLTEL
Mortgage and Client agree, arbitration hearings may be held in another
location.
(f) Time of the Essence. The arbitrator is instructed that time is of the
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essence in the arbitration proceeding, and that the arbitrator shall have the
right and authority to issue monetary sanctions against either of the parties
if, upon a showing of good cause, the party is unreasonably delaying the
proceeding. The arbitrator shall render his or her judgment or award within
fifteen (15) days following the conclusion of the arbitration proceeding.
Recognizing the express desire of the parties for an expeditious means of
dispute resolution, the arbitrator shall limit or allow the parties to expand
the scope of discovery as may be reasonable under the circumstances.
(g) Limitation OD Authority of Arbitrator. If the arbitrator finds that a
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material breach of this Agreement has occurred, the arbitrator shall not have
the authority to exclude the right of a party to terminate this Agreement by
virtue of such material breach. The arbitrator will have no power or
authority, under the rules of AAA or otherwise, to amend or disregard any
provisions set forth in this Agreement and shall be limited to rendering
judgement on the dispute being arbitrated pursuant to this Article 21.
21.3 Litigation
(a) Immediate Injunctive Relief. The parties to this Agreement agree that the
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only circumstance in which disputes between them will not be subject to the
provisions of Paragraphs 21.1 and 21.2 is where ((i) a party defaults under
the provisions of Paragraph 13.5 of this Agreement or ii) a party makes a
good faith determination that a breach of the terms of this Agreement by the
adhere party is such that the damages to such party resulting therefrom will
be so immediate, so large or severe and 50 incapable of adequate redress
after the fact that a temporary restraining order and/or other immediate
injunctive relief is the only adequate remedy for such breach. If a party
making such a determination files a pleading with a court seeking such
immediate injunctive relief and this pleading is challenged by the other
party to this Agreement and the challenging party succeeds in such challenge,
the party filing such pleading seeking immediate injunctive relief shall pay
all of the costs and attorneys' fees of the party successfully challenging
such pleading.
21.4 Costs and Attorneys' Fees. Notwithstanding any rule of AAA to the
--------------------------
contrary, the arbitrator rendering judgment upon disputes between the parties to
this Agreement as provided in Paragraph 21.2 shall have the power to award all
cost and attorneys' fees between the pa ties subject to such disputes.
21.5 Continued Performance. Except where prevented from doing so by the matter
----------------------
in dispute, both parties Agee to continue performing their respective
obligations under this Agreement while the dispute is being resolved unless and
until such obligations are terminated by the expiration or termination of this
Agreement.
7
61
ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
- ---------------------------------------------
22. FORCE MAJEURE
-------------
22.1 ALLTEL Mortgage or Client shall not be responsible for delays and
failures in performance resulting from act beyond their control. Such act
shall include but not be limited to act of God, strikes, lockout , riot,
acts of war, epidemics, governmental regulations superimposed after the
fact, fire, communication line failures, power failures, earthquakes, or
other disasters.
23. SURVIVAL OF REPRESENTATIONS AND WARRANTIES
------------------------------------------
23.1 The terms, provisions, representations, warranties and covenant
contained in this Agreement shall survive the delivery and acceptance of
those services to be delivered hereunder, the payment of any fees or other
charges hereunder, and the termination of this Agreement for any reason.
24. WAIVER
------
24.1 The waiver of a breach of, or a default under, any term or condition of
this Agreement shall not be construed as a continuing waiver of any such
term or condition, nor shall a waiver of a breach of, or a default under,
any term or condition be construed as a waiver of any breach or default
under any other term or condition, or in any manner affect any other term or
condition hereof.
25. ARTICLE HEADINGS
----------------
25.1 The article and other headings of this Agreement are inserted for
convenience only and in no way define, limit, or describe the scope or
intent of this Agreement, nor affect its terms or provisions.
26. SEVERABILITY OF PROVISIONS
--------------------------
26.1 The provisions of this Agreement are severable, and if any provision is
hereafter declared invalid or unenforceable by any court of competent
jurisdiction, such determination shall not affect the validity of any other
provision hereof.
27. NOTICES
-------
27.1 Whenever the giving of a written notice by ALLTEL Mortgage or Client is
required by this Agreement, such notice shall be given personally or sent by
certified mail or overnight courier, postage prepaid, addressed to the other
party in care of a designated officer and at the address listed in the
preamble of this Agreement or at such other address as may be specified by
ALLTEL Mortgage or Client in advance in writing to the other, and shall be
deemed to have been given on the date of receipt by the other.
28. SECURITY
--------
28.1 The System provides Client with built-in security through initial
access and through submenus. Client is responsible for the initial setup of
security levels and security codes as well as for the ongoing maintenance of
security codes and security levels within the System. Client agrees at the
time this Agreement is executed to identify in writing to ALLTEL Mortgage
the person who is responsible for the initiation and maintenance of the
security controls within the System.
29. BILLINGS
--------
29.1 ALLTEL Mortgage shall render invoices for services monthly. Invoices
for special charges incurred during the month will be rendered as of the
last day of that month. Invoices are due and payable by Client upon receipt.
30. WARRANTIES
----------
30.1 ALLTEL Mortgage represents and warrants that the mortgage loan
processing performed by the System conforms to the specifications set forth
in the Documentation. ALLTEL Mortgage further represents and warrants that
the System was developed by ALLTEL Mortgage for its own use, and that ALLTEL
Mortgage has all the necessary right to use such System to provide mortgage
loan servicing for Client under the terms of this Agreement. THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
8
62
ELECTRONIC DATA PROCESSING SERVICES AGREEMENT
- ---------------------------------------------
31. ATTORNEYS' FEES
---------------
31.1 In the event of any litigation between the parties to enforce the
provisions of this Agreement, the prevailing party shall be entitled to
reimbursement of all costs of such action including but not limited to
reasonable attorney's fees, whether incurred prior to or at trial or on
appeal.
32. DISASTER RECOVERY
-----------------
32.1 ALLTEL Mortgage will provide disaster recovery services for its batch
and on-line processing obligations to Client at a dedicated facility which
is equipped to handle ALLTEL Mortgage's data center processing in the event
disaster recovery is needed. Provided that Client is utilizing the ALLTEL
Mortgage telecommunication network, ALLTEL Mortgage agrees to provide data
communication access to the disaster recovery facility, including the
necessary communication devices (multiplexors, moderns, channel extenders,
dc.) to facilitate such communication; otherwise, Client shall be
responsible for providing, and paying for, the necessary communication lines
and devices. Throughout the term of this Agreement, ALLTEL Mortgage will
maintain in effect contracts and/or arrangements for disaster recovery which
are substantially equivalent to those which are currently in effect.
32.2 Client acknowledges that disaster recovery arrangements are designed to
deal with circumstances which are expected to cause a substantial portion of
the capabilities at the ALLTEL Mortgage Data Center to be unavailable for a
period exceeding seventy-two (72) hours. Should such an event or situation
occur, ALLTEL Mortgage shall execute the Disaster Recovery Plan in a time
frame and manner necessary to ensure the restoration of batch and on-line
processing service to Client within seventy-two (72) hours of service
interruption.
32.3 ALLTEL Mortgage will test its disaster recovery capabilities at least
once per calendar year. Client is allowed to participate in the disaster
recovery test when deemed appropriate by ALLTEL Mortgage.
33. PERFORMANCE AUDITS
------------------
33.1 ALLTEL Mortgage will cooperate fully with Client or its auditors,
internal or external, upon reasonable prior notice, for the purpose of
inspecting, examining, and auditing the performance of the services to be
rendered by ALLTEL Mortgage to Client hereunder (with the exception of any
records, information or procedures which are of a confidential nature with a
third party), provided, however, that any such inspection, examination
and/or audit shall take place only during normal business hours and in a
manner that will not disturb the ordinary transaction of ALLTEL Mortgage's
business. ALLTEL Mortgage reserves the right to charge Client on a time
and materials basis for any services required to be performed by ALLTEL
Mortgage in connection therewith. Client shall put forth best efforts to
limit any performance audits to a reasonable duration and to one per
calendar year. Client will provide, and instruct its auditors, internal and
external, to provide ALLTEL Mortgage with a copy of that portion of each
written report containing contents concerning ALLTEL Mortgage or the
services performed by ALLTEL Mortgage pursuant to this Agreement.
34. COMPLETE AGREEMENT AND GOVERNING LAW
------------------------------------
34.1 This agreement constitutes the constitutes understanding of ALLTEL
Mortgage and Client, and no other than is contained herein or in any
agreement referred to herein shall be binding on either patty. No
alteration, modification, or waiver of any provision hereof shall be valid
unless in writing and signed by the parties hereto.
34.2 This Agreement shall be considered s entered into in the State of
Florida and shall be governed by and construed in accordance with the laws
of the State of Florida Any action or proceeding in litigation based upon
this Agreement or arising out of its performance shall be brought in a
Federal or State court of competent Jurisdiction in Florida and no other
jurisdiction.
ALLTEL Mortgage and Client have executed this Agreement on the date set
forth above.
UNITED HOME LENDING ALLTEL MORTGAGE INFORMATION
SERVICES, INC. SERVICES, INC.
BY: BY:
/s/ J. Christopher Thomas 05/09/96 /s/ D. Robert Davis 05/13/96
---------------------------------- -------------------------------------
SIGNATURE DATE SIGNATURE DATE
J. Christopher Thomas D. Robert Davis
NAME NAME
Chairman & CEO Senior Vice President
TITLE TITLE
"CLIENT" "ALLTEL Mortgage"
63
ADDENDUM I
CPI MORTGAGE SERVICING PACKAGE WITH ON-LINE SERVICES
To Agreement No.: 183-96BP
Original Term: 5/9/96 - 7/31/99
1. DEFINITION OF CPI MORTGAGE SERVICING PACKAGE
a. The CPI Mortgage Servicing Package ("CPI MSP") referred to by this
Agreement is a series of computer programs developed by ALLTEL Mortgage
and currently employed by ALLTEL Mortgage to perform EDP services for its
clients. ALLTEL Mortgage's Documentation is incorporated herein by
reference as a definition of the functions of CPI MSP. A list of the
standard output reports produced by the CPI MSP is included in the
Documentation.
2. BASIC PROCESSING CHARGES
------------------------
a. In consideration for processing data in accordance with the CPI MSP
and for Client's use of the Systems, Client shall be charged and shall
pay to ALLTEL Mortgage processing charges according to the following
table:
Minimum Monthly Number of Principal Balance Loans: 8,000
----------------------------------------------------- -----
LOANS
-----
1996
Monthly Rate
From To Per Loan
0 10,000 0.793
10,001 20,000 0.679
20,001 30,000 0.566
30,001 50,000 0.533
50,001 75,000 0.437
75,001 100,000 0.406
100,001 150,000 0.367
150,001 250,000 0.335
b. This charge is to cover regular monthly and normal year-end
processing. }which have been p~paid-in-full, foreclosed, or transferred
to a non-affiliated company, and are therefore inactive zero balance
loans, will be billed to Client at the rate of twelve cents ($0.12) @ per
loan per month until December 31st of that year (unless there is an open
paid-in-full tracking record).
c. The above fees cover total on-line transactions equal to a max mum of
ten (10) transactions per principal balance loan per month. For example,
if Client has a processing portfolio of 10,000 principal balance loans,
the above fees cover up to 100,000 transactions per month. ALLTEL
Mortgage shall have the right to bill Client and Client agrees to pay a
fee as described in Addendum II, Section 3 for the number of transactions
over and above the maximum number of transactions.
d. For the fees described above, the processing service will also include
the following:
1. All documentation updates, telephone support, and enhancement
videos (if applicable).
2. All shared standard CPI MSP enhancements added to the CPI MSP
Software System during the Original Term or any Extended Term of this
Agreement. (Note: Custom changes requested by Client shall be paid for
by Client as defined by Client's SSR (see Article 6) for such custom
changes.)
3. Up to one hundred (100) standard LetterWriter letters per each one
thousand (1,000) principal balance loans per month (the "Allowable
Amount"). Additional standard letters produced above the Allowable
Amount and all ARM letters will be billable as described in Addendum
II.
4. The Interest Accrual Subsystem Base monthly rate. (Note: Client
shall pay the installation charges for such system).
e. The Basic Processing Charges shall remain in effect for the first year
of the Original Term of this Agreement.
1
64
ADDENDUM I
----------
f. Per Agreements where the Original Term's multi-year (where the "first
year" is as defined in Paragraph 2.1 and which may be less than one (1) year
in length), during the second and subsequent years of the Original Term,
ALLTEL Mortgage reserves the tight upon thirty (30) days written notice to
Client, to adjust the Basic Processing Charges and the Minimum Monthly Number
of Loans. Such adjustment to the Basic Processing Charges shall not exceed
the percent increase in the U.S. Department of Labor, Bureau of Labor
Statistics, Consumer Price Index, U.S. City Average, for all Urban Consumers,
other goods and services ('82-'84 = 100 (the "CPI-U Index") between the
annual averages of the most recently published twelve (12) month period and
the immediately preceding twelve (12) month period. For purposes of
forecasting, documentation preparation, and advance notification
requirements, the "most recently published" period shall be deemed to be
the latest available published period at the time ALLTEL Mortgage begins its
price adjustment process for the upcoming year.
3. CONVERSION SERVICES
-------------------
3.1 General. Each party Agrees to use their best efforts to convert Client's
mortgage servicing portfolio by August 31, 1996.. Client agrees at the time
this Agreement is executed, to identify its Project Coordinator. The
Client's Project Coordinator will be responsible for the overall conversion
effort, for all communications with ALLTEL Mortgage and for identifying and
authorizing conversion critical programming modifications to the CPI MSP.
3.2 Project Management and Technical Services. ALLTEL Mortgage will provide
------------------------------------------
Client with specific project management and technical services during the
conversion process. ALLTEL Mortgage will charge Client for such services
based on the attached Schedule I. Services beyond the scope of those shown
in Schedule I, will be billed at the ALLTEL Mortgage Optional Processing and
Support Service Rates described in ADDENDUM II.
3.3 Conversion Programming ALLTEL Mortgage will provide file conversion
----------------------
programming to convert Client's servicing portfolio from the present method
of processing the data to the CPI MSP. Client will use its best efforts to
see that ALLTEL Mortgage is provided with documentation and cooperation with
respect to the preconverted data. ALLTEL Mortgage will be responsible for
the initial loading and balancing of the files, for performing file
validation tests on the converted files and for ensuring that all of the
Client's mortgage servicing computer files have been correctly converted to
the formats required by the CPI MSP.
3.4 Optional Conversion Services. ALLTEL Mortgage provides optional
-----------------------------
conversion services which have been identified to Client by ALLTEL Mortgage
in the ALLTEL Mortgage conducted planning session. Services rendered by
ALLTEL Mortgage to Client will be identified and described in ALLTEL
Mortgage's System Service Request ("SSR") which acts as a "Work Order".
ALLTEL Mortgage shall render Client an invoice for these services within
thirty (30) days from the date of completion. The CPI MSP "850 Report"
("Mortgage Servicing Client Project Inventory") will be provided
periodically to Client's Project Coordinator to identify all approved SSRs
to be billed to Client. Conversion critical software modifications requested
by Client must be identified, defined and a price approved by Client prior
to the final conversion critical SSR due date established by ALLTEL Mortgage
and Client in the published conversion schedule. ALLTEL Mortgage will
provide Client's Project Coordinator with a periodic report identifying all
conversion critical SSRs known to ALLTEL Mortgage. ALLTEL Mortgage will not
be obligated to complete software modifications requested by Client by final
conversion which are not received by ALLTEL Mortgage and approved by Client
prior to the critical SSR due date in the final conversions schedule.
4. SPECIAL PRICING CONSIDERATIONS
------------------------------
4.1 Basic Processing Credits. ALLTEL Mortgage shall grant to Client a credit
-----------------------------
equal to twenty five thousand three hundred and seventy six dollars
($25,376), such credits shall be applied against the Basic Processing
Charges beginning the month immediately following conversion, as calculated
against the rate table shown in Article 2, Paragraph a. of this Addendum I,
until fully expended. In no event shall such credit exceed twenty five
thousand three hundred and seventy six dollars ($25,376) The credit is given
in exchange for a three (3) year Original Term Agreement period. In the
event Client terminates the Agreement prior to the end of the Original Term
for reasons other than default by ALLTEL Mortgage, Client shall reimburse
the full amount of the credit to ALLTEL Mortgage.
2
65
ADDENDUM I
SCHEDULE A
SYSTEM AVAILABILITY TIMES
To Agreement No.:183 96BP
1. ALLTEL MORTGAGE ON-LINE SYSTEMS SCHEDULED SYSTEM AVAILABILITY *
(Note: All times are Local Client time)
Day of Week Start-Time Stop-Time
Monday 0800 2000
Tuesday 0700 2000
Wednesday 0700 2000
Thursday 0700 2000
Friday 0700 2000
Saturday 0700 1500
Sunday not available
* Note: Alaska, Hawaii, or Puerto Rico Clients' hours may vary.
2. EXCEPTIONS TO NORMAL ON-LINE SYSTEMS USAGE AVAILABILITY
a. Holiday Schedules: ALLTEL Mortgage annually publishes the dates on which
ALLTEL Mortgage observes the following holidays via electronic mail (CIMON).
1. Memorial Day
2. Independence Day
3. Labor Day
4. Thanksgiving
5. Christmas
6. New Year's
There will be no support or regular systems processing available from 0700 on
the dates published until 0700 the following day. If Client observes
additional processing holidays, Client should notify ALLTEL Mortgage Client
Services in writing at least 15 days prior to the scheduled holiday.
b. Preventative maintenance will normally be conducted on the ALLTEL Mortgage
in-house equipment until 0800 each Monday morning. This schedule will
automatically change to Tuesday morning when ALLTEL Mortgage is closed for a
holiday on Monday. Occasionally, the systems may not be available on
Saturdays when ALLTEL Mortgage is making hardware/software upgrades or
change-overs. In such instances, ALLTEL Mortgage will provide notice via
electronic mail (CIMON).
c. Year-end Processing: ALLTEL Mortgage will publish a special year-end
processing schedule at least 60 days prior to each year-end. Client agrees to
cooperate in meeting the special year-end processing schedule.
66
ADDENDUM II
ALLTEL MORTGAGE OPTIONAL PROCESSING AND SUPPORT SERVICES
BILLING RATES
(As of January 1, 1996)
TABLE OF CONTENTS
-----------------
1. TECHNICAL SUPPORT 1
a. Project Management 1
b. Technical Installation/Integration/Support 1
c. Communication Equipment 2
d. Teleprocessing Support Charges 2
e. CPI Electronic Mail Communication System ("CIMON") 2
f. CPI On-Line Reporting Environment ("CORE") 2
g. CPI On-Line Training System 2
2. PERSONNEL AND RELATED 2
3. COMPUTER PROCESSING 3
4. MEDIA AND OTHER 3
5. SPECIAL PROCESSING & SERVICES 3
6. DOCUMENTATION 5
67
ALLTELL
INFORMATION SERVICES
Mortgage Division
United Home Lending Service, Inc.
ADDENDUM I
SCHEDULE I
Estimated One Time Cost
-----------------------
8,000 Loan
Portfolio
Project Initiation Phase (Data Analysis) $ 2,800
Planning Phase
Planning Session $ 1,680
Pre-definition & Data Mapping $ 8,400
Data Definition $ 8,400
Development Phase
Programming (ARMS) $ 5,600
Programming(MCP/Trans) $ 8,400
Test review (Investor) $ 2,800
Test review (All other) $ 5,600
Interactive Testing $ 11,200
Investor/Remittance Header $ 2,800
Implementation
Programming $ 5,600
Testing $ 2,800
Final Support $ 11,200
Project Management $ 5,600
Optional lP's $ 10,000
General Ledger Interface (existing format) ($5,000)
CIF file (existing format) ($5,000)
Hardware/Communications Installation $ 4,500
Training $ 11,400
--------
Total $108,780
Optional Services: On-site functional review and testing support is $150 per
hour.
Note: Out of pocket expenses for travel, lodging, meals, and any application
sales tax are reimbursed based on actual expense. Freight, postage and shipping
are reimbursed based on actual expenses.
This proposal is proprietary information.
It is valid for ninety days and will expire on June 18, 1996
68
ADDENDUM II
ALLTEL MORTGAGE OPTIONAL PROCESSING AND SUPPORT SERVICES BILLING RATES
Effective January 1, 1996
(These rates are subject to adjustment upon 30 days notice.)
Hourly Charge*
--------------
1. TECHNICAL SUPPORT
a. Project Management $140
Project Management consists of: site surveys,
configuration analysis, communications design,
Client/ALLTEL Mortgage coordination, Client/ALLTEL
Mortgage/Vendor coordination, quality assurance,
disaster recovery planning, project plan development
and distribution. Project Management effort is
typically categorized by one of the three following
levels:
1. Project Management-Small (5 person hours or less)
-------------------------------------------------
(e.g.: New Product standard additions - Laser Check
System, TeleVoice, RJE, 3270 gateway additions)
2. Project Management-Medium (6-10 person hours)
---------------------------------------------
(e.g.: Third Party - lockbox (i.e., lockbox banks),
client technical moves, mergers dc acquisitions -
technical components, disaster recovery consulting)
3. Project Management-Large ((greater than)10 person hours)
-------------------------------------------
(e.g.: New Client conversions, Non-standard technical
implementation - Advantis. Frame Relay)
b. Technical Installation/Integration/Support
Technical Installation/Integration/Support consists of:
hardware assembly, software loads or modifications,
installation or integration, testing, technical training,
Client/ALLTEL Mortgage/Vendor coordination, technical onsite
or telephone installation assistance, quality assurance.
1. Technical Support-Level One No Charge
---------------------------
Productivity Product support during normal business
hours (M-F), (ALLTEL Mortgage induced issues) for
adds or changes such as: signature cartridges,
logo changes, disaster recovery testing.
2. Technical Support-Standard $140
--------------------------
Onsite or telephone assisted installation or
configuration of ALLTEL Mortgage standard product
offerings such as: TeleVoice, Passport, Laser
Check, Post Payoff, RJE or 3270 workstations,
Graphical Workplace Shell, Customer Service
Desktop, Navigator, as well as: Late or out of
cycle system modifications (SYSMODS), disaster
recovery testing outside of business hours but
not during maintenance windows, and printer
configuration support.
3. Technical Support-Non Standard $175
------------------------------
Support of non-standard, non-certified configurations
of printers or non-ALLTEL Mortgage related problems,
LAN operating systems, non-standard desktop
configurations, disaster recovery testing during
ALLTEL Mortgage maintenance windows, troubleshooting
support, mainframe or custom VTAM/host programming,
and network design.
*Client also reimburses ALLTEL Mortgage for reasonable travel, meals, and
lodging expenses, plus shipping & handling costs of materials shipped to the
Client's site (when applicable)
1
69
ADDENDUM II
Installation Monthly
Charge* Charge
c. Communication Equipment
1. Transmission Links X X
2. 9600 BPS Port Charge (per 9600 BPS) N/A $100
3. Dial-Up Lockbox Port/Line Charge (per remote) See 1.a.2 $250
d. Teleprocessing Support Charges
1. Point to Point T leased Line Support (per Line) N/A $200
2. Multi-drop Branch office Support (each branch) N/A $ 50
3. RJE/3270 On-line (per Controller or Emulator) N/A $ 50
4. CPU to CPU (Bisync NJE) $500 $250
5. NJE Cross Domain facility $500 $250
6. Cross Domain Facility $1,500 $500
7. Excess Terminal Charge (above 2.5 Sessions per 1,000 N/A $20/Session
total CPI MSP and RLIC Loans)
e. CPI Electronic Mail Communication System ("CIMON") + $500
1. 2-10 Boxes $20/Box
2. 11-50 Boxes $15/Box
3. Over 50 Boxes $10/Box
f. CPI On-Line Reporting Environment ("CORE"))++ N/A $0.025 per
page stored
1. Compressed Print Set-up (for Non-Supported Printers) $100/hour N/A
g. CPI On-Line Training System $1,000 $2,000
Unit Measure Rate Per Unit*
------------ --------------
2. PERSONNEL AND RELATED
a. Consulting Project Managers per hour $200.00 to $300.00
b. Senior Consultants per hour $175.00 to $250.00
c. Consultants per hour $100.00 to $175.00
d. Senior Systems Programmer per hour $175.00
e. Hardware h Software Installation per hour $140.00
f. Analysts, Programmers, Programmer/Analysts per hour $100.00
g. Client Support Representative per hour $75.00
h. On-Site Support (License Clients)(1 day minimum) per day $1,500.00
* Client also reimburses ALLTEL Mortgage for reasonable travel, meals, and
lodging expenses, plus shipping & handling costs of materials shipped to the
Client's site (when applicable)
X At proposed rates for proposed configuration Subject to adjustment based ed
on configuration and/or rate changes
+ Each subscribing ALLTEL Mortgage Client will be supplied with one (I) CIMON
Communication Box at no charge
++ Available to Remote Clients only
2
70
ADDENDUM II
Unit Measure Rate Per Unit
------------ --------------
3. COMPUTER PROCESSING
a. Central processing unit:*
9021-972 System "A" per minute $372.00
9121-742 System "J" ** per minute $173.00
b. Formatted microfiche tape or disk output per 1000 lines $0.10
c. Easytrieve Class C ***
d. Excess CICS Transaction Fee: (Above the maximum allowable $0.022
transactions per principal balance loan)
Unit Measure Rate Per Unit
------------ --------------
4. MEDIA AND OTHER
a. Printing:
Laser printing (Non-Special Forms) per Page $0.03
Impact Printing per 1000 lines $0.75
b. Tape rental; per reel per month, in-house backup $2.00
c. Tape handling charge for tapes sent to clients or $32.00
third parties
d. Microfiche:
(i) ORIGINALS (ii) COPIES
From To Price From To Price
---------------------------------- ---------------------------------
0 500 $2.25 0 1,000 $. 120
501 1,000 2.00 1,001 2,000 .110
1,001 1,500 1.50 2,001 3,000 .105
1,501 3,000 1.35 3,001 5,000 .100
3,001 5,000 1.25 5,001 10,000 .095
5,001 8,000 1.10 10,001 25,000 .090
8,001 PLUS 1.00 25,001 plus .080
These scaled prices are based on the total fiche produced for a
billing month. For instance if two thousand (2,000) original fiche and three
thousand fifty (3,050) fiche copies are generated in a given month the cost for
each original fiche would be one dollar thirty five cents ($1.35) and the cost
for the fiche copies would be ten cents ($0.10) per copy
5. SPECIAL PROCESSING & SERVICES Base Per Unit
---- --------
a. FHA (MIP/ANP) monthly processing via combined tape per item $25 minimum $0.03 per loan
b. CPI MSP Loan Master File Copy or Utility File Copy $60 plus: $0.0017 per loan
c. FNMA/FHLMC Laser Compare
0-19 999 loans: per S/S Number**** $150
20,000-30 000 loans: per S/S Number**** $250
Over 30 000: per S/S Number**** $350
d. Chemical Bank Transfer Subsystem per run $200
* Due to periodic CPU upgrades ALLTEL Mortgage may adjust the "per minute
rate" throughout the year without advance notice provided such adjustments
do not materially affect the total charge to Client for such service Per
minute CPU rates are based on processor speed to ensure like charges for
like jobs regardless of the processor executing the job.
** system "J" shall be used at ALLTEL Mortgage's discretion for the purpose of
system "A" overflow workload Per minute CPU rates are based on processor
speed to ensure like charges for like jobs regardless of the processor
executing the job
*** The run time charge for Easytrieve is based on the rates in 3 a above A ten
percent (10%) discount is given when Easytrieve is executed in Class "C"
which will process a after all MSP batch processing is completed for that
cycle (excludes month end unless month end is a Friday)
**** Seller/Servicer Number
3
71
ADDENDUM II
Base Per Unit
---- --------
5. SPECIAL PROCESSING & SERVICES (Continued)
e. Interest Accrual Subsystem N/A N/A
The interest accrual subsystem including the trial and final
initialization of file, load and balance and coordination will be
provided to Client ALLTEL Mortgage will charge Client a fee
of two thousand dollars ($2,000) for the file installation; five
hundred dollars ($500) for initialization cycle; and five hundred
dollars ($500) for initialization run at trial
f. Mortgage Insurance Audit Tapes Subsystem per run $200
g. Tax Subsystem per run $200
h. Surcharge for Tax Subsystem Programming Change per incident $1,000
Requests requiring completion in 30 days or less
Processing Control Record (PCR) Scan per run $5,000
j. Reruns and Extra Cycles:*
TOTAL LOAN COUNT LEVEL
0 - 10,000 per run $400
10,001 - 20,000 per run $600
20,001 - 30,000 per run $900
30,001 - 50,000 per run $1,300
50,001 - 75,000 per run $1,900
75,001 - 100,000 per run $2,400
100,001 - 150,000 per run $3,100
150,001 - 250,000 per run $4,400
250,001 - 500,000 per run $7,200
500,001 - 1,000,000 per run $12,900
k. Re-ODDS per reodd $50
l. Jacksonville Airport Delivery per trip $20.00
m. Local Delivery per trip $10.00
n. Letterwriter:** (Standard) per letter $0.15
(ARMS) per letter $0.25
o. EDI Transmission via the CPI InterChange/TM/ TBD*** TBD***
p. FHA 2344 per tape $30
q. Master File Verification (full) each $1,000
Master File Verification (sample) each $500
r. Report Changes to Delivery Receipt Time & Material
s. Tape Copies per tape $50
t. Audit Confirmations per run $250
u. Run Standalone Edit Programs vs Test Files per run $150
v. Download Extract File $500 minimum $0.01 per
per month record/day
w. Subsystem Special Handling per job $500
x. System Modification (TSR) Special Handling per hour $135
* Client shall be obligated to pay the applicable fee once the request for
rerun or extra cycle is made, even in the event such rerun or extra cycle is
canceled before actual commencement of processing (Minimum of $400)
** Client shall receive a monthly credit not to exceed the first 100 letters
(standard or ARMS) produced per each 1,000 principal balance loans (the
allowable amount) at $.15 each. All letters produced above the allowable
amount shall be billed at the above rates
*** To Be Determined - Charges for non-vendor paid transmissions are being
determined and will be preceded by a minimum thirty (30) day notice
4
72
ADDENDUM II
Initial Issue Additional
At No Charge Documentation
------------- --------------
6. DOCUMENTATION
a. CPI MORTGAGE SERVICING PACKAGE
CPI MSP Reference Library 3 sets $780/set
System Components Manual $65
System Control Manual $65
System Input Manual (3 volumes) $65/volume
System Output Manual (7 volumes) $65/volume
Systems Administrator's Guide 3 $175
CPI MSP On-Line LetterWriter Reference 3 $175
CPI MSP On-Line LetterWriter User's System Admin. Guide 3 $175
CPI MSP MODE Reference Guide 3 $175
CPI Transaction Layout Package 3 $175
CPI MSP On-Line Inquiry Screens 3 $125
CPI MSP Master File Fields 1 $200
ARM Workstation User's Guide 3 $175
ARM Workstation Admin. Guide 1 $175
ARM Workstation Conversion Guide 1 $100
Assumptions Workstation 2 $50
Cashiering Workstation 3 $175
Corporate Advance Workstation 3 $175
Bankruptcy Workstation 3 $175
Collection workstation Admin. Guide 1 $175
Collection Workstation User's Guide 3 $175
Customer Service Workstation 3 $175
Escrow Analysis Workstation 3 $175
Foreclosure Workstation Admin. Guide 1 $175
Foreclosure Workstation User's Guide 3 $175
Foreclosure Workstation Claim Screens 1 $175
Hazard Insurance Workstation 3 $175
CPI MSP Daily Balance and Control Form 1 $50
Interest on Escrow 1 $25
Investor Report Request Workstation 3 $175
Loan Maintenance Workstation 3 $175
MBS Pool Workstation 3 $175
Mortgage Insurance Workstation 3 $175
CPI MSP Info Tracking Workstation 3 $175
New Loan Workstation User's Guide 3 $175
New Loan Workstation Supervisor's Guide 1 $175
Paid-ln-Full Tracking Workstation 3 $175
Payoff Workstation 3 $175
Property Inspection Facility User's Guide 3 $125
Real Estate Tax Workstation 3 $175
REO Workstation 2 $175
Year-End Workstation User's Guide 2 $175
Year-End Coordinator Guide 1 $175
Year-End Guide l $175
Default Reporting Workstation User's Guide 2 $175
FNMA Laser Header Facility User's Guide 3 $175
FNMA Custodial Account Analysis User's Guide 3 $175
Freddie Mac Custodial Account Analysis User's Guide 3 $175
CPI Group Investor Reports User's Guide 3 $175
Drafting Workstation User's Guide 2 $175
Bank Account Reconciliation Workstation User's Guide 2 $175
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ADDENDUM II
6. DOCUMENTATION (Continued)
b. RESIDENTIAL LOAN INVENTORY CONTROL PACKAGE
(RLIC)
RLIC Reference Library
System Components Manual 3 $175
System Control Manual 3 $175
System Input Manual 3 $175
System Output Manual 3 $175
RLIC Transaction Layout Package 3 $175
RLIC Buy Price History Workstation 3 $125
RLIC Fallout Workstation 2 $175
RLIC Helpful Hints 3 $75
RLIC Applications through Closing User's Guide 3 $175
RLIC Headers User's Guide 3 $175
RLIC User Fields User's Guide 3 $175
Loan Delivery Workstation 2 $175
RLIC MODE Reference Guide 3 $175
c. RESIDENTIAL LOAN INVENTORY PRODUCTION CONTROL
(RLPC)
RLPC System Administrator's Guide 1 $175
RLPC Reference Guide 1 $175
RLPC Interface Guide 1 $100
RLPC IQ 1 $100
RLPC on InterChange User's Guide 1 $175
d. MICRO-COMPUTER BASED SYSTEMS
MIDSS User's Guide (DOS or O$12 version) 1 $175
MIDSS Communique/Support Reference Guide 1 $100
MIDSS Risk Management Analysis System User's Guide 1 $125
PCDOCS User's Guide 1 $175
PCDOCS Communique/Support Reference Guide 1 $100
e. CPI INTERCHANGE
CommManager Getting Started Guide 1 $175
Connections Getting Started Guide 1 $175
Mail Getting Started Guide 1 $175
ProComm Getting Started Guide 1 $175
File Room User's Guide 1 $175
f. CPI INTERACT
CPI Interact Processing Getting Started Guide 1 $175
g. CPI INTERVIEW
CPI InterView User's Guide 1 $175
CPI InterView Overview 1 $175
h. EASYTRIEVE
Computer Associates EASYTRIEVE PLUS Reference Manual 1 $90
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6. DOCUMENTATION (Continued)
i. TECHNICAL OR SYSTEMS MANUALS
(FOR LICENSE CLIENTS ONLY)
On-Line Systems Technical Reference Guide 1 $100
CPI MSP Manual 1 $75
RLIC S&P Manual 1 $75
CPI FM Manual 1 $30
OS ODDS User's Guide 1 $30
OS ODDS System Programmer's Guide 1 $30
ACS User's Guide 1 $175
ACS System Administration Guide 1 $175
j. SPECIAL INTEREST DOCUMENTATION
CIMON User's Guide 1 $100
CIMON Coordinator's Guide 1 $100
Construction Loan Workstation 1 $150
TeleVoice 1 $100
EDI License Client 1 $150
EDI Processing Client 1 $150
EDI Vendor 1 $150
LaserCheck System 1 $125
RFUF User's Guide 1 $125
CORE Self-Study Course 1 $395
CORE User's Guide 1 $25
RJE 1 $50
EVALUATOR PLUS Reference Guide 1 $95
EVALUATOR PLUS User's Guide 1 $95
STRATIFIER User's Guide 1 $95
TRANSLATOR User's Guide 1 $95
RMAS Implementation Guide 1 $175
RMAS Implementation (MIDSS'95) 1 $175
RMAS User's Guide 1 $175
Current Year Survey (for Non-Participants) 1 $2,500
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