EXHIBIT 10.1
AGREEMENT
between
FISERV SOLUTIONS, INC.
Pittsburgh Center
912 Fort Duquesne Boulevard
Pittsburgh, PA 15222
and
United Bankshares, Inc.
500 Virginia Street
Charleston, WV 25392
Date: October 1, 2000
FISERV
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AGREEMENT dated as of October 1, 2000 ("Agreement") between Fiserv Solutions,
Inc., a Wisconsin corporation d/b/a Fiserv, at its Pittsburgh Center with an
address of 912 Fort Duquesne Boulevard, Pittsburgh, PA 15222 ("Fiserv"), and
United Bankshares, Inc. its principal address of 500 Virginia Street,
Charleston, WV 25392 ("Client").
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Fiserv and Client hereby agree as follows:
1. Term. The term of this Agreement shall be 5 years and, unless written notice
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of non-renewal is provided by either party at least 365 days prior to
expiration of the term or any renewal term, this Agreement shall
automatically renew for a term of one year. This Agreement shall commence on
the date first written above.
2. Services.
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(a) Services Generally. Fiserv, itself and through its affiliates, agrees to
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provide Client, and Client agrees to obtain from Fiserv the services
("Services") and products ("Products") (collectively "Fiserv Services")
described in the attached Exhibits and that are marked with an "X"
below:
X Exhibit A - Account Processing Services
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--------- Exhibit B - Item Processing Services
--------- Exhibit C - EFT Services
--------- Exhibit D - Mortgage Processing Services
X Exhibit E - Equipment
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X Exhibit F - Software Products
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--------- Exhibit G - Custom Development Project Estimates
X Exhibit H - Remote Banking Services
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X Exhibit I - Additional Services
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The Exhibits set forth specific terms and conditions applicable to the
Services and/or Products, and where applicable, the Fiserv affiliate
performing the Services and/or Products. Only Exhibits marked with an
"X" shall be provided with this Agreement. Client may select additional
listed Fiserv Services not marked with an "X" above by executing with
Fiserv an additional appropriate Exhibit. Client may also select
additional services ("Additional Services") and products ("Additional
Products") (collectively "Additional Fiserv Services") not listed above
from time to time by completing with Fiserv an Exhibit I-n to this
Agreement.
(b) Training Services. Fiserv shall provide training, training aids, user
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manuals, and other documentation for Client's use as Fiserv finds
necessary to enable Client personnel to become familiar with the Fiserv
Services. If requested by Client, classroom training in the use and
operation of the Fiserv Services will be provided at a training facility
designated by Fiserv. Fees for training shall be quoted by Fiserv. All
such training aids and manuals remain the property of Fiserv. Fiserv
will waive the training registration fee for the first three (3)
individuals attending regularly scheduled application training classes
held at Fiserv Pittsburgh Center.
(c) Network Support Services. At Client's request, Fiserv shall provide
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Network Support Services ("Network Support Services") consisting of
design, installation coordination, continuous proactive communication
line monitoring and diagnostic systems, and support personnel to
discover, diagnose, repair, or report line problems to the appropriate
telephone company.
3. Communication Lines, Computer Terminals, and Related Equipment.
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(a) Communications Lines and Related Equipment. Fiserv shall order, on
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Client's behalf, the installation of appropriate data communication
lines and communications equipment at Fiserv's data center to facilitate
Client's access to the Fiserv Services. Client understands and agrees to
pay such charges relating to the installation and use of data
communications lines and communications equipment. Except to the extent
Fiserv shall provide Network Support
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Services to Client, Fiserv shall not be responsible for the reliability
or continued availability of the telephone lines and/or communications
equipment used to access the Fiserv Services.
(b) Computer Terminals and Related Equipment. Client shall obtain for its
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locations sufficient computer terminals and other equipment, approved by
Fiserv and compatible with the Fiserv Services, to transmit and receive
data between Client's locations and Fiserv's data center. Fiserv and
Client may mutually agree to change the type of computer terminal and
equipment used by Client. Fiserv agrees to support Client's current
Unisys A Series equipment through the initial tem of the Agreement.
4. Fees for Fiserv Services.
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(a) General. Client agrees to pay Fiserv the fees for the Fiserv Services
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specified in the Exhibits. Except if limited in the Exhibits, such fees
may be increased from time to time. Upon prior notification to Client,
Fiserv may increase its fixed fees in excess of amounts listed in the
Exhibits in the event that Fiserv implements major system enhancements
to comply with changes in law, or government regulation. A Major system
enhancement is defined as any required change that would increase the
Fixed Monthly Fee for all Custom Outsourcing Clients by twenty (20)
percent. Processing fees shall be those host processing based fees for
Services specifically excluding, but not limited to, out-of-pocket,
pass-through, software licensing and equipment sale fees. Unless
expressly provided to the contrary in this Agreement, any fees herein do
not include out-of-pocket expenses for any service or product requested
by and provided to the Client.
(b) Additional Charges. Fees for pass-through expenses, such as telephone,
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microfiche, courier, and other similar charges incurred by Fiserv on
Client's behalf shall be billed to Client at cost plus the applicable
Fiserv service fee. Such pass-through expenses may be changed from time
to time upon notification of a fee change from a vendor/provider.
(c) Taxes. Fiserv shall add to each invoice, and Client shall pay, any
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sales, use, excise, value added, and other taxes and duties however
designated that are levied by any taxing authority relating to the
Fiserv Services. In no event shall Client be responsible for taxes based
upon the net income of Fiserv.
(d) Exclusions. The charges and fees set forth in the Exhibits do not
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include, and Client shall be responsible for, furnishing transportation
or transmission of information between the Fiserv data center, Client's
site or sites, and any applicable clearing house, regulatory agency, or
Federal Reserve Bank.
(e) Network Support Services. Network Support Services shall be rendered
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from Fiserv premises. Off-premise support will be provided upon Client's
request on an as available basis at the then-current Fiserv time and
materials rates, plus reasonable travel and living expenses.
(f) Payment Terms. Fees for Fiserv Services are due and payable via ACH
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draft. The invoice shall be mailed by the 10/th/ day of each month to be
received by Client no later than the 15/th/ day of each month and will
contain:
(i) all fixed fees for the current month applicable to each Service
and/or Product;
(ii) all other fees calculable up to the date of invoice; and
(iii) sales or other taxes thereon.
On the last business day prior to the end of each month, Fiserv shall
initiate a draft from a demand deposit account designated by Client in
the total amount due on all Fiserv invoices to Client produced that
month. Client shall have 60 days from the date of invoice to notify
Fiserv of a disputed amount, and Fiserv shall have 30 days from receipt
of such notification to provide a response. However, Client shall have
one year from the date of invoice to notify Fiserv of disputed amounts
that exceed $5,000 and Fiserv shall have 30 days from receipt of such
notice to provide a response. Additionally, Client shall have 7 days
from the date of invoice to notify Fiserv of disputed amounts exceeding
$25,000 and Fiserv shall have 7 days from receipt of such notification
to provide a response. In the event that the parties ultimately agree
that a credit is due to Client, such credit shall also include payment
of interest to Client, at the then current prime interest rate, for the
period between the date of the credit and the date the amount was
originally debited.
5. Procedures for Use of Services.
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(a) Procedures. Client agrees to comply with any regulatory requirements
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applicable to Client and with reasonable operating and access procedures
for use of the Services established by Fiserv and furnished from time to
time to Client.
(b) Changes. Fiserv continually reviews and modifies the Fiserv systems used
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in the delivery of the Services ("Fiserv System") to improve service and
to assist the Client with its compliance with government regulations, if
any, applicable to
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the data and information utilized in providing Services. Fiserv reserves
the right to make changes in the Services, including but not limited to
operating procedures, type of equipment or software resident at, and the
location of Fiserv's service center(s). Fiserv will notify Client of any
material change that affects Client's normal operating procedures,
reporting, or service costs prior to implementation of such change. In the
event Fiserv offers a replacement for the Custom Outsourcing Solution core
services during the term of this Agreement, Fiserv agrees that it will not
force Client to convert to such replacement service.
6. Client Obligations.
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(a) Input. Client shall be solely responsible for the input, transmission,
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or delivery to and from Fiserv of all information and data required by
Fiserv to perform the Services unless Client has retained Fiserv to
handle such responsibilities. The data shall be provided in a format and
manner approved by Fiserv. Client will provide at its own expense or
procure from Fiserv all equipment, computer software, communication
lines, and interface devices required to access the Fiserv System. If
Client has elected to provide such items itself, Fiserv reserves the
right to charge Client its standard fee for certification of such items
resulting from such election if they are not already certified as
compatible with the Fiserv System.
(b) Client Personnel. Client shall designate appropriate Client personnel
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for training in the use of the Fiserv System, shall supply Fiserv with
reasonable access to Client's site during normal business hours for
Conversion Services and shall cooperate with Fiserv personnel in their
performance of Services, including Conversion Services.
(c) Use of Fiserv System. Client shall (i) comply with any operating
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instructions on the use of the Fiserv System provided by Fiserv, (ii)
review all reports furnished by Fiserv for accuracy, and (iii) work with
Fiserv to reconcile any out of balance conditions. Client shall
determine and be responsible for the authenticity and accuracy of all
information and data submitted to Fiserv.
(d) Forms, Supplies, Etc. Client shall furnish, or, if Fiserv agrees to so
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furnish, reimburse Fiserv for, any special forms or supplies applicable
to the provision of Services.
(e) Upon Termination or Expiration of Agreement. In the event that Client
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requests Fiserv to retain Client files upon expiration or termination of
this Agreement, Client shall be responsible to pay 50% of the Fixed
Monthly Fee due under this Agreement for a minimum of two months from
the expiration date. This provision shall survive the termination or
expiration of this Agreement for any reason.
7. Ownership and Confidentiality.
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(a) Definition.
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(i) Client Information. "Client Information" means: (A) confidential
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plans, customer lists, information, and other proprietary material
of Client that is marked with a restrictive legend, or if not so
marked with such legend or is disclosed orally, is identified as
confidential at the time of disclosure (and written confirmation
thereof is promptly provided to Fiserv); and (B) any information
and data concerning the business and financial records of Client's
customers prepared by or for Fiserv, or used in any way by Fiserv
in connection with the provision of Fiserv Services (whether or
not any such information is marked with a restrictive legend).
(ii) Fiserv Information. "Fiserv Information" means: (A) confidential
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plans, information, research, development, trade secrets, business
affairs (including that of any Fiserv client, supplier, or
affiliate), and other proprietary material of Fiserv that is
marked with a restrictive legend, or if not so marked with such
legend or is disclosed orally, is identified as confidential at
the time of disclosure (and written confirmation thereof is
promptly provided to Client); and (B) Fiserv's proprietary
computer programs, including custom software modifications,
software documentation and training aids, and all data, code,
techniques, algorithms, methods, logic, architecture, and designs
embodied or incorporated therein (whether or not any such
information is marked with a restrictive legend).
(iii) Information. "Information" means Client Information and Fiserv
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Information. No obligation of confidentiality applies to any
Information that the receiving party ("Recipient") (A) already
possesses without obligation of confidentiality; (B) develops
independently; or (C) rightfully receives without obligation of
confidentiality from a third party. No obligation of
confidentiality applies to any Information that is, or becomes,
publicly available without breach of this Agreement.
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(b) Obligations. Recipient agrees to hold as confidential all Information it
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receives from the disclosing party ("Discloser"). All Information shall
remain the property of Discloser or its suppliers and licensors.
Information will be returned to Discloser at the termination or
expiration of this Agreement. Recipient will use the same care and
discretion to avoid disclosure of Information as it uses with its own
similar information that it does not wish disclosed, but in no event
less than a reasonable standard of care. Recipient may use Information
for any purpose that does not violate such obligation of
confidentiality. Recipient may disclose Information to (i) employees and
employees of affiliates who have a need to know; and (ii) any other
party with Discloser's written consent. Before disclosure to any of the
above parties, Recipient will have a written agreement with such party
sufficient to require that party to treat Information in accordance with
this Agreement. Recipient may disclose Information to the extent
required by law. However, Recipient agrees to give Discloser prompt
notice so that it may seek a protective order. Not withstanding anything
to the contrary in this Section 7 (b), Client may share output files,
formats, and layouts for which it paid Fiserv to develop through the
Custom Development Process with other Third Parties without the prior
written consent of Fiserv. The provisions of this sub-section survive
any termination or expiration of this Agreement.
(c) Residuals. Nothing contained in this Agreement shall restrict Recipient
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from the use of any ideas, concepts, know-how, or techniques contained
in Information that are related to Recipient's business activities
("Residuals"), provided that in so doing, Recipient does not breach its
obligations under this Section. However, this does not give Recipient
the right to disclose the Residuals except as set forth elsewhere in
this Agreement.
(d) Fiserv System. The Fiserv System contains information and computer
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software that is proprietary and confidential information of Fiserv, its
suppliers, and licensors. Client agrees not to attempt to circumvent the
devices employed by Fiserv to prevent unauthorized access to the Fiserv
System, including, but not limited to, alterations, decompiling,
disassembling, modifications, and reverse engineering thereof.
(e) Confidentiality of this Agreement. Fiserv and Client agree to keep
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confidential the prices, terms and conditions of this Agreement, without
disclosure to third parties.
8. Regulatory Agencies, Regulations and Legal Requirements.
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(a) Client Files. The records maintained and produced for Client in the
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performance of this Agreement ("Client Files") may be subject to
examination by such Federal, State, or other governmental regulatory
agencies as may have jurisdiction over the Client's business to the same
extent as such records would be subject if they were maintained by
Client on its own premises. Client agrees that Fiserv is authorized to
give all reports, summaries, or information contained in or derived from
the data in the possession of Fiserv relating to Client when formally
requested to do so by an authorized regulatory or government agency.
Fiserv will notify Client in such an instance unless prohibited by court
order or other governing body.
(b) Fiserv Compliance with Regulatory Requirements. Fiserv shall maintain
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the Fiserv Services and make all necessary changes to the Fiserv System
and Fiserv Services to comply with all applicable federal, state, and
local regulations that relate to the Fiserv Services (the "Applicable
Laws"). Client agrees to notify Fiserv of changes in the Applicable Laws
of which Client is aware. Fiserv shall not charge Client for any work
necessary to comply with any federal Applicable Law, but may charge
Client the pro rata portion of any costs to comply with state or local
Applicable Laws divided among any other Fiserv clients requesting such
work. Fiserv may request Client assistance regarding state and local
Applicable Law interpretation and associated Fiserv Systems and Services
change design and/or testing from time to time. Such assistance shall be
provided by Client without charge to Fiserv.
(c) Client Compliance with Regulatory Requirements. Client agrees to comply
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with applicable regulatory and legal requirements including without
limitation:
(i) submitting a copy of this Agreement to the appropriate regulatory
agencies prior to the date Services commence;
(ii) providing adequate notice to the appropriate regulatory agencies
of the termination of this Agreement or any material changes in
Services;
(iii) retaining records of its accounts as required by regulatory
authorities;
(iv) obtaining and maintaining, at its own expense, any Fidelity Bond
required by any regulatory or governmental agency; and
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(v) maintaining, at its own expense, such casualty and business
interruption insurance coverage for loss of records from fire,
disaster, or other causes, and taking such precautions regarding
the same, as may be required by regulatory authorities.
9. Warranties.
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(a) Fiserv Warranties. Fiserv represents and warrants that:
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(i) (A) Fiserv will perform Client's work accurately provided that
Client supplies accurate data and follows the procedures described
in all Fiserv documentation, notices, and advices; and (B) Fiserv
personnel will exercise due care in the provision of Services. In
the event of a processing or computational error caused by any
Fiserv personnel, systems, or equipment, Fiserv shall correct the
error and/or reprocess the affected report at no additional cost to
Client and Client's exclusive remedy for such error shall be
recomputation of affected accounts or items. Client agrees to
supply Fiserv with a written request for correction of the error
within 7 days after Client's receipt of the work containing the
error. Work reprocessed due to errors in data supplied by Client,
on Client's behalf by a third party, or by Client's failure to
follow procedures set forth by Fiserv shall be billed to Client at
the then current Fiserv time and material rates.
(ii) It owns or has a license to furnish all equipment or software
comprising the Fiserv System. Fiserv shall indemnify Client and
hold it harmless against any claim or action that alleges that the
use of the Fiserv System infringes a United States patent,
copyright, or other proprietary right of a third party. Client
agrees to notify Fiserv promptly of any such claim and grants to
Fiserv the sole right to control the defense and disposition of all
such claims. Client shall provide Fiserv with reasonable
cooperation and assistance in the defense of any such claim.
THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY
WARRANTIES MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY
EXPRESSLY WAIVES, ALL OTHER WARRANTIES, INCLUDING WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE STATED EXPRESS
WARRANTIES ARE IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF FISERV FOR
DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR
PERFORMANCE OF FISERV SERVICES.
(b) Client Warranties. Client represents and warrants that: (A) no
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contractual obligations exist that would prevent Client from entering
into this Agreement; (B) it has compiled with all applicable regulatory
requirements; and (C) it has requisite authority to execute, deliver,
and perform this Agreement. Client shall indemnify and hold harmless
Fiserv, its officers, directors, employees, and affiliates against any
claims or actions arising out of (1) the use by Client of the Fiserv
System in a manner other than that provided in this Agreement or in the
operating instructions supplied by Fiserv to Client and (2) any and all
claims by third parties through Client arising out of the performance
and non-performance of services by Fiserv, provided that the indemnity
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listed in clause (2) hereof shall not preclude Client's recovery of
direct damages pursuant to the terms and subject to the limitations of
this Agreement.
10. Limitation of Liability.
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(a) General. IN NO EVENT SHALL FISERV BE LIABLE FOR LOSS OF GOODWILL, OR
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FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING
FROM CLIENT'S USE OF FISERV'S SERVICES, OR FISERV'S SUPPLY OF EQUIPMENT
OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN
CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2
YEARS AFTER SUCH CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR ANY
AND ALL CAUSES OF ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE
PROCESSING FEES PAID BY CLIENT TO FISERV FOR THE SERVICES RESULTING IN
SUCH LIABILITY IN THE 2 MONTH PERIOD PRECEDING THE DATE THE CLAIM
ACCRUED. FISERV'S AGGREGATE LIABILITY FOR A DEFAULT RELATING TO
EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID FOR THE
EQUIPMENT OR SOFTWARE.
(b) Lost Records. If Client's records or other data submitted for
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processing are lost or damaged as a result of any failure by Fiserv,
its employees, or agents to exercise reasonable care to prevent such
loss or damage, Fiserv's liability on account of such loss or damages
shall not exceed the reasonable cost of reproducing such records or
data from exact duplicates thereof in Client's possession or available
to Client.
11. Disaster Recovery.
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(a) General. Fiserv maintains a disaster recovery service plan ("Disaster
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Recovery Plan") for each Service provided by Fiserv as outlined in the
Disaster Recovery Plan approved through the Client Advisory Board. A
"Disaster" shall mean any unplanned interruption of the operations of
or inaccessibility to the Fiserv data center in which Fiserv, using
reasonable judgment, requires relocation of processing to a primary
recovery location. Fiserv shall notify Client as soon as possible after
it deems a service outage to be a Disaster. Fiserv shall move the
processing of Client's standard on-line services to a primary recovery
location as expeditiously as possible and shall coordinate the cut-over
to back-up telecommunication facilities with the appropriate carriers.
Client shall maintain adequate records of all transactions during the
period of service interruption and shall have personnel available to
assist Fiserv in implementing the switchover to the primary recovery
location. During a Disaster, optional or on-request services shall be
provided by Fiserv only to the extent adequate capacity exists at the
primary recovery location and only after stabilizing the provision of
base on-line services. In the event of a disaster, Fiserv shall not
increase its charges under this Agreement or charge Client any
additional fees.
(b) Data Communications. Fiserv shall work with Client to establish a plan
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for alternative data communications in the event of a Disaster. Client
shall be responsible for the costs of these communications.
(c) Disaster Recovery Test. Fiserv shall test its Disaster Recovery Plan
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annually. Client agrees to participate in and assist Fiserv with such
test, if requested by Fiserv. Test results will be made available to
Client's management, regulators, internal and external auditors, and
Client's insurance underwriters, upon request.
(d) Client Plans. Fiserv agrees to release the information necessary to
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allow Client to develop a disaster contingency plan that operates in
concert with the Disaster Recovery Plan.
(e) No Warranty. Client understands and agrees that the Disaster Recovery
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Plan is designed to minimize, but not eliminate, risks associated with
a Disaster affecting the Fiserv data center supplying the Services.
Fiserv does not warrant that service will be uninterrupted or error
free in the event of a Disaster; no performance standards shall be
applicable for the duration of a Disaster. Client maintains
responsibility for adopting a disaster recovery plan relating to
disasters affecting Client's facilities and for securing business
interruption insurance or other insurance as necessary for Client's
protection.
12. Termination.
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(a) Material Breach. Except as provided elsewhere in this Section 12,
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either party may terminate this Agreement in the event of a material
breach by the other party not cured within 90 days following written
notice stating, with particularity and in reasonable detail, the nature
of the claimed breach. Remedies contained in this Section 12 (a) are
cumulative and are in addition to the other rights and remedies
available under this Agreement or otherwise.
(b) Bankruptcy or Insolvency. Either party may terminate this Agreement in
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the event the other party becomes the subject of any proceeding under
the Bankruptcy Act or becomes insolvent or if any substantial part of a
party's property becomes subject to any levy, seizure, assignment,
application, or sale for or by any creditor or governmental agency.
Remedies contained in this Section 12 (b) are cumulative and are in
addition to the other rights and remedies available under this
Agreement or otherwise.
(c) Failure to Pay. In the event any invoice remains unpaid by Client 15
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days after its due date, or Client has deconverted any of its Core data
from the Fiserv System without prior written consent from Fiserv,
Fiserv, at its sole option, may terminate this Agreement and/or
Client's access to and use of the Fiserv Services. However, Fiserv may
not exercise its right to terminate the Agreement and/or Client's
access to and use of the Fiserv Services unless and until Fiserv has
sent written notice to the President of Client that the invoice remains
unpaid and the invoice is not paid in full within ten (10) days of
receipt of such notice. In such an event, Fiserv shall be entitled to
recover from Client as liquidated damages an amount equal to all fixed
monthly fee and Fiserv maintenance agreement payments remaining to be
made hereunder for the remaining term of the Initial Term or any
renewal term of this Agreement. Client agrees to reimburse Fiserv for
any expenses Fiserv may incur, including reasonable attorneys' fees, in
taking any of the foregoing actions. Any invoice submitted by Fiserv
shall be deemed correct unless Client provides written notice to Fiserv
within 60 days of the invoice date specifying the nature of the
disagreement.
(d) Merger. In the event of a merger between Client and another
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organization in which (A) Client is not the surviving organization, (B)
where the other organization is not currently a user of Fiserv services
similar to the Services being provided hereunder, and (C) Client shall
convert from Fiserv's Services directly to the surviving organization,
Fiserv will allow an early termination of this Agreement upon the
following terms and conditions:
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(i) Written notice must be given 6 months in advance, specifying the
deconversion date;
(ii) Fiserv may specify a deconversion date (not more than 30 days
after the requested deconversion date), based on its previous
commitments and work loads; and
(iii) Fiserv may charge a termination fee based on the remaining unused
term of this Agreement, the amount to be determined by
multiplying the Client's average monthly invoice (using the three
months immediately preceding Fiserv's receipt of written notice)
by 75% times the remaining months of the term, plus any
unamortized conversion fees or third party costs existing on
Fiserv's books on the date of deconversion.
(iv) In the event Client is acquired by a Fiserv, Inc. client and
desires to terminate this Agreement and convert from the Custom
Outsourcing Solution to such other Fiserv, Inc. processing
alternative, then the termination fee will be limited to six
months of the Fixed Monthly processing fee. This fee will be
calculated from the date of termination by multiplying 100% of
the Client's Fixed Monthly Fee times six (6).
(v) In the event that Fiserv, Inc. sells the Custom Outsourcing
Solution to a third party, the Client may terminate this
agreement, without payment of a termination fee, by notifying
Fiserv of its intent to do so within 90 days following such sale.
Fiserv agrees that Client may elect to be processed on the Fiserv
platform for up to one (1) year from such sell.
(e) Termination Fee not a Penalty. Client understands and agrees that
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Fiserv losses incurred as a result of early termination of the
Agreement would be difficult or impossible to calculate as of the
effective date of termination since they will vary based on, among
other things, the number of clients using the Fiserv System on the date
the Agreement terminates. Accordingly, the termination fee amount
represents Client's agreement to pay and Fiserv's agreement to accept
as liquidated damages (and not as a penalty) such amount for any such
Client termination for merger.
(f) Return of Data Files. Upon expiration or termination of this Agreement,
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Fiserv shall furnish to Client such copies of Client's data files
("Client Files") as Client may request in Fiserv's standard machine
readable format form along with such information and assistance as is
reasonable and customary to enable Client to deconvert from the Fiserv
System, provided, however, that Client consents and agrees and
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authorizes Fiserv to retain Client Files until (i) Fiserv has been paid
in full for all Services provided hereunder through the date such
Client Files are returned to Client, and has been paid any and all
other amounts that are due or will become due under this Agreement,
including, but not limited to, data communication lease obligations, if
any; (ii) Fiserv has been paid its then standard rates for providing
the services necessary to return such Client Files; (iii) if this
Agreement is being terminated, Fiserv has been paid any applicable
termination fee pursuant to subsection (c), or (d) above; and (iv)
Client has returned to Fiserv all Fiserv Confidential Information if
requested by Fiserv. After notification by the Client in writing,
Fiserv shall be permitted to destroy Client Files. Notification by the
Client must be received within thirty (30) days from the final use of
Client Files for processing.
(g) Miscellaneous. Client understands and agrees that Client is responsible
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for the deinstallation and return shipping of any Fiserv-owned
equipment located on Client's premises. Prior to termination of this
Agreement, Client shall promptly reimburse Fiserv for the cost of any
preprinted statements, checks, or any other forms that Fiserv has
prepared specifically for the Client and has on hand at the termination
of this Agreement.
13. Arbitration.
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(a) General. Except with respect to disputes arising from a
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misappropriation or misuse of either party's proprietary rights, any
dispute or controversy arising out of this Agreement, or its
interpretation, shall be submitted to and resolved exclusively by
arbitration under the rules then prevailing of the American Arbitration
Association, upon written notice of demand for arbitration by the party
seeking arbitration, setting forth the specifics of the matter in
controversy or the claim being made. The arbitration shall be heard
before an arbitrator mutually agreeable to the parties; provided, that
if the parties cannot agree on the choice of an arbitrator within 10
days after the first party seeking arbitration has given written
notice, then the arbitration shall be heard by 3 arbitrators, 1 chosen
by each party and the third chosen by those 2 arbitrators. The
arbitrators will be selected from a panel of persons having experience
with and knowledge of information technology and at least 1 of the
arbitrators selected will be an attorney. A hearing on the merits of
all claims for which arbitration is sought by either party shall be
commenced not later than 60 days from the date demand for arbitration
is made by the first party seeking arbitration. The arbitrator(s) must
render a decision within 10 days after the conclusion of such hearing.
Any award in such arbitration shall be final and binding upon the
parties and the judgment thereon may be entered in any court of
competent jurisdiction.
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(b) Applicable Law. The arbitration shall be governed by the United States
--------------
Arbitration Act, 9 U.S.C. 1-16. The arbitrators shall apply the
substantive law of the State of Wisconsin, without reference to
provisions relating to conflict of laws. The arbitrators shall not have
the power to alter, modify, amend, add to, or subtract from any term or
provision of this Agreement, nor to rule upon or grant any extension,
renewal, or continuance of this Agreement. The arbitrators shall have
the authority to grant any legal remedy available had the parties
submitted the dispute to a judicial proceeding.
(c) Situs. If arbitration is required to resolve any disputes between the
-----
parties, the proceedings to resolve the dispute shall be held in
Milwaukee, Wisconsin, or, in the alternative, Fiserv's primary business
location.
14. Insurance. Fiserv carries the following types of insurance policies:
---------
(i) Comprehensive General Liability in an amount not less than $1
million per occurrence for claims arising out of bodily injury
and property damage;
(ii) Commercial Crime covering employee dishonesty in an amount not
less than $5 million;
(iii) All-risk property coverage including Extra Expense and Business
Income coverage; and
(iv) Workers Compensation as mandated or allowed by the laws of the
state in which the services are being performed, including
$500,000 coverage for Employer's Liability.
15. Audit. Fiserv employs an internal auditor responsible for ensuring the
-----
integrity of its data processing environments and internal controls. In
addition, Fiserv provides for periodic independent audits of its operations.
Fiserv shall provide Client with a copy of the audit of the Fiserv data
center serving Client within a reasonable time after its completion. Upon
written request, Fiserv shall also provide a copy of such audit to the
appropriate regulatory agencies, if any, having jurisdiction over Fiserv's
provision of Services hereunder.
16. General.
-------
(a) Binding Agreement. This Agreement is binding upon the parties and their
-----------------
respective successors and permitted assigns. Neither this Agreement nor
any interest may be sold, assigned, transferred, pledged or otherwise
disposed of by Client, whether pursuant to change of control or
otherwise, without the prior written consent of Fiserv. Client agrees
that Fiserv may subcontract any of the Services to be performed under
this Agreement. However, Fiserv agrees not to subcontract its Core
Application Processing without prior written consent of the Client and
such consent will not be unreasonably withheld. Any such subcontractors
shall be required to comply with all of the applicable terms and
conditions of this Agreement.
(b) Entire Agreement. This Agreement, including its Exhibits, which are
----------------
expressly incorporated herein by reference, constitutes the complete
and exclusive statement of the agreement between the parties as to the
subject matter hereof and supersedes all previous agreements with
respect thereto. Modifications of this Agreement must be in writing and
signed by duly authorized representatives of the parties. Each party
hereby acknowledges that it has not entered into this Agreement in
reliance upon any representation made by the other party not embodied
herein. In the event any of the provisions of any Addendum or Exhibit
hereto are in conflict with any of the provisions of this Agreement,
the terms and provisions of this Agreement shall control unless the
Addendum or Exhibit in question expressly provides that its terms and
provisions shall control.
(c) Severability. If any provision of this Agreement is held to be
------------
unenforceable or invalid, the other provisions shall continue in full
force and effect.
(d) Governing Law. This Agreement will be governed by the substantive laws
-------------
of the State of Wisconsin, without reference to provisions relating to
conflict of laws. By entering into this Agreement, Fiserv agrees that
the Office of Thrift Supervision, FDIC, or other regulatory agencies
having authority over Client's operations shall have the authority and
responsibility provided to the regulatory agencies pursuant to the Bank
Service Corporation Act, 12 U.S.C. 1867(C) relating to services
performed by contract or otherwise. The United Nations Convention of
Contracts for the International Sale of Goods shall not apply to this
Agreement.
(e) Force Majeure. Neither party shall be responsible for delays or
-------------
failures in performance resulting from acts reasonably beyond the
control of that party.
(f) Notices. Any written notice required or permitted to be given hereunder
-------
shall be given by: (i) Registered or Certified Mail, Return Receipt
Requested, postage prepaid; (ii) by confirmed facsimile; or (iii) by
nationally recognized courier service to
87
the other party at the addresses listed on the cover page or to such
other address or person as a party may designate in writing. All such
notices shall be effective upon receipt.
(g) No Waiver. The failure of either party to insist on strict performance
---------
of any of the provisions hereunder shall not be construed as the waiver
of any subsequent default of a similar nature.
(h) Financial Statements. Fiserv shall provide Client and the appropriate
--------------------
regulatory agencies who so require a copy of Fiserv, Inc.'s audited
consolidated financial statements.
(i) Prevailing Party. The prevailing party in any arbitration, suit, or
----------------
action brought against the other party to enforce the terms of this
Agreement or any rights or obligations hereunder, shall be entitled to
receive its reasonable costs, expenses, and attorneys' fees of bringing
such arbitration, suit, or action.
(j) Survival. All rights and obligations of the parties under this
--------
Agreement that, by their nature, do not terminate with the expiration
or termination of this Agreement shall survive the expiration or
termination of this Agreement.
(k) Exclusivity. Client agrees that Fiserv shall be the sole and exclusive
-----------
provider of the Core services that are the subject matter of this
Agreement. For purposes of the foregoing, the term "Client" shall
include Client affiliates. During the term of this Agreement, Client
agrees not to enter into an agreement with any other entity to provide
these services (or similar services) without Fiserv's prior written
consent. If Client is acquired by another entity, the exclusivity
provided to Fiserv hereunder shall apply with respect to the level or
volume of these services provided immediately prior to the signing of
the definitive acquisition agreement relating to such acquisition and
shall continue with respect to the level or volume of these services
until any termination or expiration of this Agreement. Not withstanding
anything to the contrary in this Section 16 (K), Client may permit an
affiliate acquired after the date of this Agreement to maintain or
renew and agreement in effect at the time of such acquisition with any
other entity which is providing the services that are subject matter of
this Agreement. However, Client may not move existing accounts or
services covered under the scope of this Agreement from any existing
affiliate to the data processing provider of the newly acquired
affiliate during the initial term of this Agreement.
(l) Recruitment of Employees. Each party agrees not to hire the other
------------------------
party's employees during the term of this Agreement and for a period of
6 months after expiration or termination except with prior written
consent of the other party.
================================================================================
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date indicated below.
United Bankshares, Inc. Fiserv Solutions, Inc.
By: /s/ Kenneth L. Greear By: /s/ James C. Puzniak
-------------------------- --------------------------------
Name: Kenneth L. Greear Name: James C. Puzniak
-------------------------- -------------------------------
Title: Senior Vice President Title: President - Fiserv Pittsburgh
Center
-------------------------- -------------------------------
Date: 10/1/2000 Date: 10/1/2000
-------------------------- -------------------------------
88
Exhibit A - Account Processing Services
---------------------------------------
Client agrees with Fiserv as follows:
1. Services. Fiserv will provide Client and Client accepts the Account
--------
Processing Services (the "Account Processing Services") specified in the
Account Processing Services Fee Schedule attached as Exhibit A - 1 hereto
marked with a "F" in the left margin, which represents that the Service is
included in the Account Processing Services Fixed Monthly Fee. Other
Services therein shall be provided when requested by Client and accepted by
Fiserv.
2. Fees. Fiserv will provide Client with the following Account Processing
----
Services at the fees and prices indicated:
(a) Fixed Monthly Fee. For an Account Processing Services Fixed Monthly Fee
-----------------
of $133,795, Fiserv agrees to provide and Client agrees to pay for the
Services marked with a "F" in the left margin on Exhibit A - 1 of this
Agreement. All other Services provided hereunder shall be provided to
the Client upon reasonable request at then current pricing and in
accordance with this Agreement. Fiserv will provide its variable
services, as defined in Exhibit A-1, at prices that Fiserv charges
generally to its client base. The Client understands that the mix of
services, volumes and other factors affect the price that Fiserv charges
for its Variable Services.
(b) Fee Adjustment Factors. The delivery of the Services involves factors
----------------------
and risks that may increase Fiserv's cost of providing such Services.
Notwithstanding the foregoing, Fiserv agrees to limit increases in its
fees for those Services included in the Account Processing Services
Fixed Monthly Fee as follows:
(i) DAS Allowance: Fiserv agrees to increase the monthly Data Access
-------------
Service (DAS) allowance to $6,000.00 per month from the effective
date of this agreement through December 31, 2000. Beginning
January 1, 2001, the monthly DAS allowance will be reduced to
$4,000.00 per month.
(ii) Inflation: Fiserv agrees not to increase the Account Processing
---------
Services Fixed Monthly Fee for inflation until December 31, 2001.
Beginning January 1, 2002 and annually thereafter, Fiserv reserves
the right to increase such fee by the annual change in the U.S.
Department of Labor Consumer Price Index (Consumer Price Index for
All Urban Consumers (CPI-U): U. S. City Average). Fiserv shall use
the change in the published index for the previous twelve months
to compute the percentage increase in computing the fee for the
next twelve months.
(iii) Volume Adjustment. For volume related Account Processing Services
-----------------
Fixed Monthly Fee adjustments, Fiserv shall reprice the Account
Processing Services Fixed Monthly Fee in accordance with the
following:
A. "Client Account Volumes" shall be defined as total open Deposit
Accounts (Demand, Savings, and Time), and total open Loan
volumes (Retail Accounts and Commercial Loan Notes).
B. In the event that the Client acquires other financial
institutions or branches or portfolios of accounts for which
Fiserv will provide Account Processing Services, or elects to
have Fiserv provide Account Processing Services to existing
affiliates other than those contemplated by this Agreement,
upon each such conversion Fiserv shall recalculate the Account
Processing Services Fixed Monthly Fee by applying the per
account charge presented below to Post Conversion Volumes.
Proposed volumes ("Proposed Volumes") are those Client Account
Volumes that were used to compute the Account Processing
Services Fixed Monthly Fee above. In the event that Client
sells other financial institutions or branches or portfolios of
accounts for which Fiserv is providing Account Processing
Services, upon each such deconversion Fiserv shall recalculate
the Account Processing Services Fixed Monthly Fee by applying
the per account charge presented on the next page to the Post
Deconversion volumes. However, in no instance will the Fixed
Monthly Fee be reduced below $120,000 during the initial term
of this Agreement.
C. Beginning December 31, 2001 and upon completion of each
calendar year thereafter throughout the term of this Agreement,
Fiserv shall recalculate the Account Processing Services Fixed
Monthly Fee by applying the per account charge presented on the
next page to the then current year end Client Account Volumes,
adjusted for any inflationary increases applied as described
above.
89
---------------------------------------------------------
Client Account Volumes Per Account Charge
---------------------------------------------------------
First 75,000 $0.40
75,001 - 275,000 $0.35
275,001 - 475,000 $0.30
475,001 -1,000,000 $0.28
All above 1,000,000 $0.26
---------------------------------------------------------
(c) Conversion Fees
---------------
(i) In the event that the Client acquires other financial institutions
or branches or portfolios of accounts for which Fiserv will provide
Account Processing Services, or elects to have Fiserv provide Account
Processing Services to existing affiliates other than the
aforementioned, or elects to implement additional Account Processing
Services under the terms and conditions of this Agreement, Fiserv
agrees to provide "Minimum Support" Conversion Services for a fee of
$40,000 or $0.50 per account, whichever is greater. Reasonable out-of-
pocket, pass-through or other third party expenses will be billed as
incurred. Minimum Support shall include the following services:
A. Comprehensive Project Plan for overall project
B. Participate in regularly scheduled conversion meetings
C. Balance vendor input to Fiserv output
D. Application Conversion Task Plans for each converting application
E. Automatic check for duplicate accounts against converting bank
file
F. Telephone first calls for all applications, including Technical
Call
G. Product Mapping
H. Program Specifications for all applications where volume exceeds
300 accounts
I. Conversion Programming for all applications where volume exceeds
300 accounts.
J. Validation for all applications where volume exceeds 300 accounts
K. 1 - 2 sets of edits per application. Additional edits will be
provided at no cost in the event of a Fiserv related error.
L. 1 CIF conversion to be completed in conjunction with the
applications conversion
M. Manual conversions for all applications where volume is less than
300 accounts
N. 2 weeks of telephone support for all applications where volume
exceeds 300 accounts
O. 2 Automatic Merge to be scheduled at client request
Additional support above the "Minimum Support" level will be quoted on
a time and material basis.
(ii) In the event that Client elects to merge existing Affiliates into a
consolidated bank during the term of this Agreement, Fiserv shall
provide "Minimum Support" for each Affiliate merger for a fee of
$35,000. Such Minimum Support shall include the following:
A. Comprehensive Project Plan for overall project
B. Programming for account re-coding on the non-surviving entity.
C. Conversion planning conference calls
D. Automatic check for duplicate accounts
E. Telephone first calls for all applications
F. Consolidation of Bank and Branch Numbers into a single entity
90
G. Two set of output reports per application for Client verification.
Additional reports will be provided at no cost in the event of a
Fiserv related error.
H. 2 Automatic Merges to be scheduled at client request
Additional support requests outside of those mentioned above that may
be requested by the Client will be quoted on a time and material
basis.
(iii) Should Client acquire an entity currently processing on the Fiserv
Pittsburgh Center software platform, Fiserv shall incorporate such
entity into Client's processing environment without the payment of
termination fees. Fiserv Pittsburgh Center shall use good faith
efforts to minimize the costs associated with the acquisition of an
entity using another Fiserv solution for its core processing platform.
If such an acquisition occurs within the last three (3) years of this
agreement, this Agreement shall automatically be extended from the
date of such acquisition for the longer of 1) length of the contract
of the acquired entity or 2) three (3) years.
3. Responsibility for Accounts. Client shall be responsible for balancing its
---------------------------
accounts each business day and notifying Fiserv immediately of any errors or
discrepancies. Provided that Client immediately notifies Fiserv of any
discrepancy in Client's accounts, Fiserv shall, at its expense, promptly
recompute accounts affected by discrepancies solely caused by Fiserv
computer or software systems or provide for another mutually agreeable
resolution. Fiserv will use its commercially reasonable efforts to correct
errors attributable to Client or other third party servicers of Client.
4. Reconstruction of Error Conditions. Reconstruction of error conditions
----------------------------------
attributable to Client or to third parties acting on Client's behalf will be
done at prevailing rates as set forth in Exhibit A - 1.
5. Major Software Enhancements and Custom Programming. All major software
--------------------------------------------------
enhancements and custom programming will be subject to additional charges
for processing and development in accordance with Exhibit A - 1. Fiserv is
obligated to keep its software market competitive and in federal regulatory
compliance during the term of this Agreement.
6. Protection of Data. For the purpose of compliance with applicable government
------------------
regulations, Fiserv has developed an operations backup center. Fiserv tests
the procedure periodically to ensure the data center's compliance. Copies of
transaction files are maintained by Fiserv off premises in secured vaults.
7. Processing Priority. Fiserv does not subscribe to any Client processing
-------------------
priority; all users received equal processing consideration.
8. Client Advisory Board. Fiserv will support Client's continued membership on
---------------------
the Client Advisory Board throughout the term of this Agreement. Fiserv and
Client recognize that the Client Advisory Board is an independent
organization with its own set of by laws and is not under the control of
Fiserv.
9. FAST Software License Fee. In the event that Client executes a license
-------------------------
agreement with Fiserv for its FAST software product prior to December 31,
2000, the software license fee shall be $950 per workstation. In the event
Client executes a license agreement for the FAST software product after
December 31, 2000, the software license fee shall be $1,089 per workstation.
10. Customer Service and Call Center Solution (CSCS). In the event that Client
------------------------------------------------
executes a license agreement with Fiserv for its CSCS software product prior
to March 31,2001, the software license fee shall be $55,200 for the first 20
workstations representing a 20% discount. In the event that Client executes
a license agreement for CSCS after March 31, 2001, Fiserv will agree to a
10% discount from the then current market price for the first 20
workstations. Maintenance fees shall be billable at Fiserv's then current
rates.
11. InformEnt Data Warehouse: In the event that Client executes a license
------------------------
agreement with Fiserv for its InformEnt software product prior to March 31,
2001, the software license fee for the InformEnt Server Module shall be
$322,050. Additionally, all Hardware and Third Party software costs
outlined in this Agreement shall be adjusted to reflect any increase or
decrease as of the date of license agreement signing. In the event Client
desires to evaluate the InformEnt Data Warehouse product after March 31,
2001, a new product proposal will be prepared based on Fiserv's then current
market price for the InformEnt Data Warehouse.
12. Automated Proof Correction System (APCS), Return Items Control System
---------------------------------------------------------------------
(RICS). Fiserv agrees to support these products through the initial term of
the agreement.
91
13. Posting Exception Transaction System (PETS). Fiserv agrees to pro rate the
--------------------------------------------
annual maintenance fee for PETS when Client elects to implement the
Exception Item Processing product (EIP). The maintenance fee will be pro
rated from the beginning of the year to the implementation date for EIP.
14. Intervoice. Fiserv agrees to support the Intervoice VRU software and
----------
hardware platform during the term of this agreement as long as Intervoice
remains independent, financially solvent, and keeps its product offering
market competitive.
15. Atchley Comply/Wire. Fiserv and Atchley Systems have developed an automated
-------------------
file interface between FEDLINE and other Third Party vendors for the
transfer of wire data to the Atchley Comply/Wire product. Fiserv agrees to
work with Client's wire vendor (FundTech) to ensure that the transmission
file is in the proper format required by Fiserv and Atchley Systems.
16. Network Services. Fiserv will continue to provide ongoing telecommunication
----------------
network monitoring and support during the initial term of this agreement.
92
Exhibit A - 1 Account Processing Services Fee Schedule
The following schedule identifies systems and services described within the
scope of the Agreement to be included in the Fixed Monthly Fee.
- -------------------------------------------------------------------------
Fixed Monthly
Fee System or Service
- -------------------------------------------------------------------------
Account Analysis
F Per Account
F History Retention
- -------------------------------------------------------------------------
Automated Clearinghouse
F Receiving Transactions
F RJE Origination
F PDMs (Company Processing)
F Daily Transmissions (From ATM switches and/or Clearing
Houses)
F Automated Returns
F Notification of Change
F Payroll Processing
F Stop Payments/DNE
F Risk Processing
F FEDI Receiving
F EDI Fax File to X-pedite
F EPA (Electronic Payment Authorization)
- -------------------------------------------------------------------------
F ATM Special Services
- -------------------------------------------------------------------------
ATM Statement Print Services
- -------------------------------------------------------------------------
Balance File Transmissions
- -------------------------------------------------------------------------
F Audit Confirmation Reports
- -------------------------------------------------------------------------
F Automated Returns
- -------------------------------------------------------------------------
F Bulk Filing
- -------------------------------------------------------------------------
F Browser Based Host Access (Merlin)
- -------------------------------------------------------------------------
Central Marketing File
F Standard Build
- -------------------------------------------------------------------------
F Special Options Build
- -------------------------------------------------------------------------
Central Reference File
F Alpha Key Merge
F CRF Accounts (Alpha-Keys)
- -------------------------------------------------------------------------
93
- -------------------------------------------------------------------------
Fixed Monthly
Fee System or Service
- -------------------------------------------------------------------------
F 9 Digit Zip Code (Zip + 4)
- -------------------------------------------------------------------------
F CRF Miscellaneous Accounts (Non-Fiserv Applications)
- -------------------------------------------------------------------------
Combined Interest
- -------------------------------------------------------------------------
F Per Account (1099s and 1098s)
F W-8/W-9
F On-line Corrections
F B-Notices
- -------------------------------------------------------------------------
F Commercial Loans
- -------------------------------------------------------------------------
F Credit Bureau Reporting
- -------------------------------------------------------------------------
F Deluxe One Network
- -------------------------------------------------------------------------
Demand Deposits
F Transactions Processed
F Account Maintenance
F Combined Balance Service Charge
F NOW Sweep Processing
F Interest Bearing Accounts
F History Retention:
- Seven Day
- Extended
F Kiting Suspect Report
F Mutual Funds Sweep
F Statement Zip Code Sort
F Overnight Investments
- -------------------------------------------------------------------------
Electronic Banking
F Auto-Open Feature
- -------------------------------------------------------------------------
Escrow Management
F Rent Security
F Set-up Fee
F Principal / Escrow
- -------------------------------------------------------------------------
F IOLA Reporting
- -------------------------------------------------------------------------
General Ledger
F Base
F Account Centers
- -------------------------------------------------------------------------
94
- -------------------------------------------------------------------------
Fixed Monthly
Fee System or Service
- ------------------------------------------------------------------------
F Transactions
- ------------------------------------------------------------------------
F Budget:
- Current and Next Year Module
- Working Year Optional Selection
- Prior Year Optional Selection
- ------------------------------------------------------------------------
F Application Interface
F Recurring Entries
- ------------------------------------------------------------------------
General Ledger (Continued)
F Daily Custom Reports
F On-Line System
-setup
-monthly budget
F Transaction Journal
F - Transaction History (14, 45,65,90 days)
- ------------------------------------------------------------------------
F Host Disaster Contingency Planning
- ------------------------------------------------------------------------
F Host/RJE Site Support
- ------------------------------------------------------------------------
F Maturity Analysis Reporting
- ------------------------------------------------------------------------
F On-line Collections
- ------------------------------------------------------------------------
F Presentment Items
- ------------------------------------------------------------------------
Retail Loans
F Open Accounts
F Closed Accounts
F Dealer Reserve Reporting
F Loan Interest Statements:
- Payoff statements
- Annual statements
- ------------------------------------------------------------------------
Retirement Planning
F Accounts
- ------------------------------------------------------------------------
F Statements
F W-2P, 1099R and 5498
- ------------------------------------------------------------------------
F Safe Deposit Box
Savings Accounts
------------------------------------------------------------------------
F Open Accounts
------------------------------------------------------------------------
95
- -------------------------------------------------------------------------
Fixed Monthly
Fee System or Service
- ------------------------------------------------------------------------
F Closed Accounts
F Draft Items
F History Retention
F Statement Zip Code Sort
- ------------------------------------------------------------------------
F Third Party Review
------------------------------------------------------------------------
Time Deposits
F Open Accounts
F Closed Accounts
F History Retention
F Statement Zip Code Sort
- ------------------------------------------------------------------------
F View Direct
- -------------------------------------------------------------------------
96
The following fee schedule identifies variably priced systems and services.
Client shall not be billed for any variable fee unless it has been mutually
agreed that Client shall use such system or service.
- ----------------------------------------------------------------------------------------------------------------------------------
Monthly
Fee System or Service Unit Price Description
- ----------------------------------------------------------------------------------------------------------------------------------
Account Reconcilement
V Per Item $ 0.0250 Per item/month for first 100,000 items
$ 0.0225 Per item/month for the next 100,000 items
$ 0.0200 Per item/month for the next 100,000 items
$ 0.0175 Per item/month for all items over 300,000
$ 100.00 Minimum per month
V History Retention $ 100.00 Per Month
Atchley Systems
V Set Up Fee for Single Institutions:
Comply/Wire Only $ 2,000 One time per institution
Large Currency Only $ 3,000 One time per institution
Comply/Wire & Large Currency $ 4,000 One time per institution
V Comply/Wire Only - (based on asset size)
Under $500MM $ 200.00 Per month/institution
$500MM to *$750MM $ 225.00 Per month/institution
$750MM to $1B $ 275.00 Per month/institution
Over $1B $ 350.00 Per month/institution
V Large Currency Only - (based on asset size)
Under $500MM $ 350.00 Per month/institution
$500MM to *$750MM $ 350.00 Per month/institution
$750MM to $1B $ 400.00 Per month/institution
Over $1B $ 450.00 Per month/institution
V Comply/Wire & Large Currency - (based on asset size)
Under $500MM
$500MM to *$750MM $ 500.00 Per month/institution
$750MM to $1B $ 525.00 Per month/institution
Over $1B $ 625.00 Per month/institution
$ 675.00 Per month/institution
- ----------------------------------------------------------------------------------------------------------------------------------
Automated Clearinghouse
- ----------------------------------------------------------------------------------------------------------------------------------
V Direct Line Receiving from Fed $ 5.00 Per file/day
$ 400.00 Maximum/month
V Direct Line Origination to Fed $ 7.50 Per file/month
V Origination Transactions $ 0.07 Per item/month
V Tape Conversion $ 750.00 Per conversion
V ATM/POS File Processing $ 100.00 Per set-up
- ------------------------------------------------------------------------------------------------------------------------------------
____________
* less than sign
97
- ----------------------------------------------------------------------------------------------------------------------------------
Monthly
Fee System or Service Unit Price Description
- ----------------------------------------------------------------------------------------------------------------------------------
V FEDI Origination:
- Customer Set-up $ 200.00 Per customer of institution
- Customer Statement Set-up $ 100.00 Per customer of institution
- Per Record $ 0.25 Per NACHA 7 record
$ 50.00 Minimum NACHA record charge per month
- ----------------------------------------------------------------------------------------------------------------------------------
ACH (Continued)
- ----------------------------------------------------------------------------------------------------------------------------------
V Backroom Systems Software Quote Contact Relationship Manager
- ----------------------------------------------------------------------------------------------------------------------------------
Central Marketing File (All CMF pricing excludes tape charges)
V Set-up Fee $ 3000.00 One time per institution
V Off-Cycle Build $ 500.00 Per run (other than scheduled cycle)
- ----------------------------------------------------------------------------------------------------------------------------------
Central Reference File
V Address Labels $ 10.00 Per 1,000 accounts per request
V Customer to Customer $ 3,000.00 Set-up fee for first institution
$ 1,000.00 Set-up fee each additional institution
Quote Additional service at current Consulting rates
V GEO Code $ 500.00 Per request/institution
$ 5.50 Per 1,000 records processed
V SQN Interface $ 5,000.00 One-time setup per institution; standard format
Professional services fees apply to customization
$ 150.00 Per month per institution for monthly interface
$ 300.00 Per month per institution for weekly interface
$ 350.00 Per month per institution for daily interface
V Householding $ 1,500.00 One-time setup for first user institution
$ 500.00 One-time setup for each additional user institution
V - Monthly Processing $ 0.0060 Per record/institution if volume 0 - 49,999
$ 0.0055 Per record/institution if volume 50,000 - 99,999
$ 0.0050 Per record/institution if volume 100,000 - 499,999
$ 0.0045 Per record/institution if volume 500,000 - 999,999
$ 0.0040 Per record/institution if volume 1,000,000 or more
$ 300.00 Minimum per institution per month
V - Quarterly Processing $ 0.0085 Per record/institution if volume 0 - 49,999
$ 0.0080 Per record/institution if volume 50,000 - 99,999
$ 0.0075 Per record/institution if volume 100,000 - 499,999
$ 0.0070 Per record/institution if volume 500,000 - 999,999
$ 0.0060 Per record/institution if volume 1,000,000 or more
$ 425.00 Minimum per institution per quarter
- ----------------------------------------------------------------------------------------------------------------------------------
V - Composition Report $ 50.00 1 to 49,999 records / institution / request
$ 75.00 50,000 to 99,999 records/ institution / request
$ 100.00 100,000 to 499,999 records/ institution / request
$ 125.00 Over 500,000 records/ institution / request
- ----------------------------------------------------------------------------------------------------------------------------------
98
- ----------------------------------------------------------------------------------------------------------------------------------
Monthly
Fee System or Service Unit Price Description
- ----------------------------------------------------------------------------------------------------------------------------------
V - Simulated Run Setup, Quarterly Processing and Composition Report Fees
would apply per institution request
- ----------------------------------------------------------------------------------------------------------------------------------
V Consulting Services Quote Contact Relationship Manager
- ----------------------------------------------------------------------------------------------------------------------------------
V Coupon Books Quote Quoted by vendor
- ----------------------------------------------------------------------------------------------------------------------------------
V CRISP Interface $ 400.00 Per month for first user institution
$ 300.00 Per month for each additional user institution
- ----------------------------------------------------------------------------------------------------------------------------------
V Custom Interfaces
Set-Up $ 100.00 Per recurring transmission site established
Professional Services fees additional
Incoming Transmissions $ 50.00 Per transmission if reformat required
$ 250.00 Maximum per month per custom interface
Outgoing Transmissions $ 50.00 Per transmission
$ 250.00 Maximum per month per custom interface
- ----------------------------------------------------------------------------------------------------------------------------------
V Customer Reporting System
Deliver Point Bar Coding (DPBC) $ 2,000.00 One-time Professional Services Fee
$ .01 Per month per document for which DPBC is printed
$ 100.00 Minimum/month
- ----------------------------------------------------------------------------------------------------------------------------------
V Data Access Services (DAS)
Per Record/Report $ 2.00 Per 1,000 records on reports not requiring CRF
$ 2.50 Per 1,000 records on reports requiring CRF (CRF available
only on weekends)
$ 2.50 Label production rate per 1,000 records
$ 1.20 Factor applied to download requests (Records equal sum of
read plus written/printed)
$ 40.00 Minimum/report
$ 250.00 Maximum/report
Storage $ 1.00 Per month for each request stored for re-execution
Weekend Discount 30% Discount applied to first $200 in weekend reports
40% Discount applied to next $300
50% Discount applied to next $500
60% Discount applied to all over $1,000
Fixed monthly fee includes DAS usage up to
$4,000.00 per month
- --------------------------------------------------------------------------------------------------------------------------------
V Data Communications Quote Circuits, equipment and network support - as quoted by /
through vendors
- --------------------------------------------------------------------------------------------------------------------------------
V Deconversion $ 5,000.00 Base per bank or branch being deconverted
$ 200.00 Per tape produced
$ 250.00 For production of wipe-off DD statements
Above rates exclude requested Fiserv professional
services and out-of-pocket expenses
- --------------------------------------------------------------------------------------------------------------------------------
Demand Deposits
99
- --------------------------------------------------------------------------------------------------------------------------------
Monthly
Fee System or Service Unit Price Description
- --------------------------------------------------------------------------------------------------------------------------------
V Service Charge Routine Setup Quote Professional services fees apply
V Service Charge Routine Change Quote Professional services fees apply
V Accrual Adjustment Program $ 200.00 Per request first day plus $50 each additional day after
first day
V Account Number Production $ 25.00 Set-up per request
$ 5.00 Per 1,000 account numbers produced
V Check Processing Descending Order $ 2,000.00 Set-up per institution
$ 4,000.00 Maximum per relationship
- --------------------------------------------------------------------------------------------------------------------------------
Electronic Banking
V Flex-Phone VRU Quote Contact Relationship Manager for System quotes
V Bill Payment Accounts $ 1.00 Per account/month
V Non-Bill Payment Accounts $ 0.05 Per account/month
$ 250.00 Minimum Account Processing/Month
- --------------------------------------------------------------------------------------------------------------------------------
V By-Line Telephone Banking $ 400.00 Per month - 0 - 750 calls answered
$ 700.00 Per month - 751 - 10,000 calls answered
$ 900.00 Per month - 10,001 - 15,000 calls answered
$ 1,100.00 Per month - 15,001 - 20,000 calls answered
Quote Call volumes over 20,000
Above pricing excludes costs of 800 number access
Business Account Manager $ 750.00 One-time Setup
Includes access to Fiserv's Bill Payment service
-By-Line Users $ 12.00 Per BAM account/month (excludes costs of 800 number
access)
-Flex-Phone Users $ 150.00 Minimum/month
- --------------------------------------------------------------------------------------------------------------------------------
Escrow Management $ 2.00 Per BAM account/month
- --------------------------------------------------------------------------------------------------------------------------------
V Set-up $ 5,000.00 Per institution (included in fixed monthly fee)
$10,000.00 Per relationship maximum
- --------------------------------------------------------------------------------------------------------------------------------
V FAST Branch Automation $ 1,089 Workstation License Fee
- --------------------------------------------------------------------------------------------------------------------------------
V Exception Processing
- --------------------------------------------------------------------------------------------------------------------------------
Set-up $ 15,000 Per Holding Company
- --------------------------------------------------------------------------------------------------------------------------------
General Ledger
Interface Custom Reports:
- --------------------------------------------------------------------------------------------------------------------------------
-Report Set-Up $ 25.00 Per Report Set-Up requested
- Report Generation $ 100.00 Per Report Generated/Month (First Report Free)
- --------------------------------------------------------------------------------------------------------------------------------
Interface Extract $ 100.00 Per Application/Month
- --------------------------------------------------------------------------------------------------------------------------------
V - Transaction History $ 215.00 Per institution/month for 65 day history
$ 300.00 Per institution/month for 90 day history
- --------------------------------------------------------------------------------------------------------------------------------
100
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly
Fee System or Service Unit Price Description
- ------------------------------------------------------------------------------------------------------------------------------------
V Microfiche $ 0.95 Per original produced
$ 0.17 Per copy produced
$ 1.00 Hardcopy per frame requested
- ------------------------------------------------------------------------------------------------------------------------------------
On-line Collections
V Time Zone Indicator $ 1,500.00 Per year per institution, annual bill January of
each year, first year prorated to December
- ------------------------------------------------------------------------------------------------------------------------------------
V Print/Rendering Services Quote Contact Relationship Manager
- ------------------------------------------------------------------------------------------------------------------------------------
V PC Interface Support $ 100.00 Per month, includes support for PC Services Package,
SimWare and/or XCOM, excludes third party software,
maintenance and CompuServe access time.
- ------------------------------------------------------------------------------------------------------------------------------------
V Professional Services
- ------------------------------------------------------------------------------------------------------------------------------------
Includes (but not limited to) custom programming (report $ 85.00 Per hour / Customer Service or Conversion Analyst
and file creation, maintenance and fixes), and other $ 100.00 Per hour / Project Manager or Custom Training
Fiserv personnel assistance not covered by contract $ 125.00 Per hour for Systems Analyst/Programmer, Operational
Consulting, Telecommunications Design
$ 150.00 Base per mass maintenance request
$ 50.00 Per report generated from request
$ 100.00 Incremental for CRF access on report
Out-of-pocket expenses as incurred
- ------------------------------------------------------------------------------------------------------------------------------------
V Report Regeneration $ 25.00 Per request/month (first two requests free)
- ------------------------------------------------------------------------------------------------------------------------------------
Reference Materials
V CD-ROM:
- First Two No Charge Per institution per release
- Additional Copies $ 25.00 Per copy if preordered via annual subscription
$ 100.00 Per copy for ad hoc requests
V Paper Manuals (products not on CD): $ 75.00 Per manual per application
- ------------------------------------------------------------------------------------------------------------------------------------
V Repost Due to Client Error Quote Professional Services rates apply
$2,000 minimum per incident
- ------------------------------------------------------------------------------------------------------------------------------------
V Report Regeneration $ 25.00 Per request/month (first 2 requests free)
- ------------------------------------------------------------------------------------------------------------------------------------
Retail Loans
V Insurance Tape Creation $ 200.00 Per tape/vendor/application
V Promotional Extensions $ 150.00 Base per execution
$ 0.05 Per account
- ------------------------------------------------------------------------------------------------------------------------------------
Savings Accounts
V Service Charge Routine Setup $ 100.00 Per routine
- ------------------------------------------------------------------------------------------------------------------------------------
V Service Charge Routine Change $ 25.00 Per field changed
$ 100.00 Maximum per routine changed
V Accrual Adjustment Program $ 200.00 Per request first day plus $50 each additional
day after first day
- ------------------------------------------------------------------------------------------------------------------------------------
V Tape for Coupon Book Production $ 300.00 Per request ($200 for tape, $50 for special report,
$50 for processing)
- ------------------------------------------------------------------------------------------------------------------------------------
101
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly
Fee System or Service Unit Price Description
- ------------------------------------------------------------------------------------------------------------------------------------
V Special Reports $ 50.00 Applies to any report not produced in the normal
processing flow but which Fiserv has previously
programmed. Additional fees associated with the
creation and generation of new special reports are
described under Professional Services.
$ 100.00 Incremental for CRF access on special report
- ------------------------------------------------------------------------------------------------------------------------------------
V Tape Creation $ 200.00 Per physical tape produced (or equivalent on
alternative media)
- ------------------------------------------------------------------------------------------------------------------------------------
V Teleprocessing Professional Services
- ------------------------------------------------------------------------------------------------------------------------------------
Router Monitoring $ 125.00 Per Router Per Month
- ------------------------------------------------------------------------------------------------------------------------------------
Circuit Monitoring $ 60.00 Per Circuit Per Month
- ------------------------------------------------------------------------------------------------------------------------------------
Logical Unit Fee (LU) $ 2.00 Per Logical Unit (LU) Per Month
- ------------------------------------------------------------------------------------------------------------------------------------
V Teller Support
Inquiry $ 225.00 Per Month
-----------------------------------------------------------------------------------------------------------------------------------
Data Capture/Truncation $ 125.00 Per Month (additional to inquiry support)
- ------------------------------------------------------------------------------------------------------------------------------------
Time Deposits
V Remaining Term Penalty Calculation $ 1,000.00 One-time for set-up
- ------------------------------------------------------------------------------------------------------------------------------------
V Training Services Quote Contact Relationship Manager
- ------------------------------------------------------------------------------------------------------------------------------------
102
Exhibit A - 2 Service Level Commitments
----------------------------------------
1. Service Level Commitments. For purposes of the service level commitment
-------------------------
categories set forth below, the described services shall be deemed to be
"available" to Client if Fiserv's computer system, including all hardware and
software necessary to provide the Client with the Services contemplated by
this Agreement, is available to accept and process all input contemplated by
this Agreement from Client and necessary to provide the Services in question.
All service levels commitments shall be averaged over a calendar month and
national holidays are excluded.
(a) Response Time. Fiserv shall provide response time for the central
-------------
processor to receive an Inquiry transaction from the communications
controller at Fiserv's data center, process that transaction and return
the answer to the controller of less than three (3) seconds, ninety-five
(95%) percent of the time from 8:00AM to 8:00PM Client Local Time
("CLT"), Monday through Saturday.
(b) Report Availability. Fiserv shall make available to the Client at the
-------------------
Fiserv Output Print System or other output distribution medium or
product, critical reports for the Basic Services, no later than 7:00AM
CLT each business day or 10:00AM CLT if such business day falls on the
first calendar day of the month (General Ledger an additional 2 hours in
each case), provided the Client has completed transmission of the data
to be used in generating such reports to Fiserv no later than 1:01AM
CLT, Monday through Thursday, and 2:01 AM on Friday. Fiserv shall
provide such reports to the Client for each Basic Service in accordance
with the above schedule at least ninety-five percent (95%) of the time.
The "Basic Services" are Demand Deposits, Savings, Time Deposits,
Account Reconcilement, Retail Loans, Commercial Loans and General
Ledger.
(c) Teleprocessing Availability. Fiserv shall make its teleprocessing
---------------------------
services available to the Client at least ninety-five percent (95%) of
the time from 8:00AM to Midnight CLT, Monday through Saturday, excluding
overnight batch processing.
(d) Network Professional Services. The Philadelphia Computer Center will
-----------------------------
provide 7 day/24 hour network support. All telecommunication lines
supported by the Philadelphia Computer Center will be available 7 X 24
except Sunday from 03:00 to 05:30 EST. The Philadelphia Help Desk will
act as the focal point for Client's telecommunication issues. The Help
Desk will provide Client with a status of an open issue every two hours
from 08:00 to 20:00 EST until the issue is resolved. If the Help Desk is
unable to resolve an issue during the initial call with Client, the
issue will be elevated to the Philadelphia Network Control Center. The
Network Control Center will begin problem determination within one hour
of issue escalation. The Network Control Center will assure that the
appropriate carrier is notified of all circuit problems. Carrier
escalation procedures include the following:
(i) After 2 hours, problem will be escalated to the carrier Local
Service Manager
(ii) After 4 hours, problem will be escalated to the carrier District
Manager
(iii) After 6 hours, problem will be escalated to the carrier Regional
Service Manager
(iv) After 8 hours, problem will be escalated to the carrier National
Service Manager and National Account Manager
(e) Cure. In the event that Fiserv's performance fails to meet the service
----
level commitments set forth in this Section, the Client shall notify
Fiserv in writing of such failure and shall work with Fiserv to
specifically identify the problem. If a deficiency is determined by the
parties, Fiserv shall institute cure procedures. If the deficiency is
not cured within ninety (90) days, Fiserv shall institute a credit of
two percent (2%) of the Fixed Monthly Fee each month for each deficient
service level commitment category until it is cured. If any deficiency
persists for an additional three (3) consecutive months at a level below
ninety percent (90%) and upon receipt by Fiserv of prior written notice,
the Client may elect to terminate this Agreement, without the payment of
liquidated damages, upon payment of any fees or sums due pursuant to
this Agreement and such termination shall be the Client's sole and
exclusive remedy. Fiserv agrees to cooperate with the Client to achieve
it's deconversion schedule.
103
Exhibit E - Purchase of Equipment Through Fiserv
------------------------------------------------
Client agrees to purchase, and Fiserv agrees to sell, Equipment (as hereinafter
defined) on the terms and subject to the conditions hereinafter set forth:
1. Equipment and Fiserv Obligations. Equipment, if any, being purchased through
--------------------------------
Fiserv shall be described in Exhibit E - 1 hereto, or in a signed order
letter from Client to Fiserv specifying the quantity, type and price for the
equipment desired, (the "Equipment"). Client understands that Fiserv is
acting as an independent sales organization representing each manufacturer or
supplier (each, a "Manufacturer") identified in Exhibit E - 1. Client also
understands and agrees that the ability of Fiserv to obtain the Equipment may
be subject to availability and delays due to causes beyond the control of
Fiserv. Fiserv shall promptly place any orders submitted under this
Agreement with each Manufacturer and shall, at Client's direction, request
expedited delivery whenever available.
2. Delivery and Installation.
-------------------------
(a) Delivery. On Client's behalf, Fiserv shall arrange for delivery of the
--------
Equipment to the site or sites ("Installation Site(s)") designated by
Client on or about the date (the "Delivery Date") requested. In the
absence of shipping instructions, Fiserv shall select a common carrier
on behalf of Client. Client shall be responsible for appropriate
property insurance for all equipment, whether Client-owned or Fiserv-
owned, within Client's premises.
(b) Installation and Acceptance. Fiserv shall arrange for the installation
---------------------------
of the items of Equipment in consideration of the Installation Fees
listed on Exhibit E - 1. Client shall not perform any installation
activities without the written consent of Fiserv. Fiserv or its designee
shall have full and free access to the Equipment and the Installation
Site until installation is completed. If a suitable installation
environment is not provided by Client, then Fiserv shall be required to
perform only as many normal installation procedures as it deems to be
practicable within the available facilities. Installation of Equipment
will take place during normal Fiserv business hours, Monday through
Friday, exclusive of Fiserv holidays, unless otherwise agreed by Fiserv.
The Equipment shall be deemed to have been accepted when it has passed
either the Fiserv or the Manufacturer's standard post-installation test
procedures at the Installation Site.
(c) Installation Environment. Client shall provide a suitable installation
------------------------
environment for the Equipment as specified by Fiserv or its agents and
any and all other specifications provided to Client by the Manufacturer
or Fiserv. Client shall also be responsible for furnishing all labor
required for unpacking and placing each item of Equipment in the desired
location for installation. Client shall be responsible for physical
planning including, but not limited to, floor planning, cable
requirements, and safety requirements in accordance with the
installation manual and any and all applicable building, electrical, or
other codes, regulations, and requirements. All such physical planning
shall be completed on or before the delivery date for the Equipment.
(d) Ongoing Maintenance. Unless the parties agree otherwise, Fiserv shall
-------------------
not be responsible for the provision of any maintenance or repairs to
the Equipment or of any parts or replacements for the Equipment.
3. Shipment, Risk of Loss and Title to Equipment. All prices shown on Exhibit E
---------------------------------------------
- 1 are F.O.B. at the Manufacturer's plant. All transportation, rigging,
drayage, insurance, and other costs of delivery of the Equipment to the
Installation Site shall be itemized on an invoice submitted to Client and
shall be paid by Client. Risk of loss shall pass to Client upon shipment.
Title to the Equipment shall remain with the Manufacturer until all payments
for the Equipment have been made by Client and, until such time, Client
agrees that it shall not sell, transfer, pledge, or otherwise dispose of the
Equipment without the prior written consent of Fiserv.
4. Security Interest. Client grants Fiserv a security interest in all the
-----------------
Equipment and the proceeds thereof until the purchase price due Fiserv shall
have been paid in full. Client shall execute any instruments or documents
Fiserv deems appropriate to protect the security interest and, in any event,
this Agreement shall constitute a financing agreement within the meaning of
Article 9 of the Uniform Commercial Code and a copy of this Agreement may be
filed at any time after signature by Fiserv as a financing statement for that
purpose. In the event of default in payment or other breach by Client,
Fiserv shall have all rights and remedies of a secured creditor upon default
as provided by applicable law. Fiserv shall, at its sole expense, file
releases for any financing statements recorded pursuant to this Agreement
promptly upon receipt of final payment.
5. Warranties. Fiserv warrants that Client will acquire good and clear title to
----------
the Equipment free and clear of all liens and encumbrances. Fiserv hereby
assigns to Client all warranties the Manufacturer has granted to Fiserv with
respect to the Equipment as set forth on Exhibit E - 1. Client hereby agrees
to all of the terms and conditions applicable to those warranties
104
and acknowledges that: (i) neither the Manufacturer nor Fiserv warrants that
the use of the Equipment will be uninterrupted or error free; and (ii)
Manufacturer's warranties, and the assignment of such warranties by Fiserv to
Client, shall not impose any liability on Fiserv due to the services or
assistance provided to Client by Fiserv with respect thereto.
105
Exhibit E - 1 Equipment and Prices
----------------------------------
6. InformEnt Data Warehouse. The following hardware is included in the
------------------------
InformEnt Data Warehouse Solution as of the Effective Date of the Agreement.
(a) Production Server: Sun Enterprise 450
-----------------
- ---------------------------------------------------------------------------------------------------------------------
Annual
Maintenance (3 Years
Description Quantity Purchase Required)
- ---------------------------------------------------------------------------------------------------------------------
Sun E450 Base, four CPU slots, 16 memory slots, 10 PCI I/O 1 $10,437 $3,936
slots, 4 hot swap USCSI disk bays, 32x CD-ROM, 1.44 MB floppy,
removable media bay, 10/100 Ethernet, two power supplies,
Solaris server license, no CPU, memory, or disk included.
400-MHz UltraSPARC Module with 4-Mbyte 2 $ 9,191 $ 0
512-Gbyte Memory Expansion (2x256) 4 $ 9,568 $ 0
8 bay internal expansion kit 2 $ 2,088 $ 0
18.2 Gbyte 10K RPM 14 $19,320 $ 0
DLT7000-Based 280GB Autoloader 1 $10,028 $2,172
DLT Compact IV Tapes - 10 pack 4 $ 2,944 $ 0
DLT Cleaning Tapes-Package of 10 1 $ 437 $ 0
Host Bus Adapter 1 $ 1,210 $ 0
Fast Ethernet, 100BaseT 1 $ 584 $ 0
560W Power Supply 1 $ 1,044 $ 0
PGX32 Graphics Option 1 $ 271 $ 0
17-inch Entry Color Monitor 1 $ 359 $ 0
Type-6 Country Kit 1 $ 0 $ 0
Solstice Backup Media Kit 1 $ 100 $ 0
Solstice Backup Network Edition 1 $ 6,336 $1,872
Autochanger Software Module 1-8 slots 1 $ 1,584 $ 480
Client Pak for Windows NT 1 $ 1,584 $ 636
Solaris 2.6 Standard English Server Media Kit 1 $ 84 $ 0
Veritas Volume Manager license for Solaris SPARC; license for 1 $ 2,636 $ 0
workgroup servers; RTU only.
Veritas Volume Manager 3.0.3 Base Package CD-ROM (Media & Docs) 1 $ 150 $ 0
- ---------------------------------------------------------------------------------------------------------------------
$79,955 $9,096
- ---------------------------------------------------------------------------------------------------------------------
106
(b) Delivery Server (2)- Dell PowerEdge 2400 - WEB-based dissemination of data
and automated scheduling.
- ---------------------------------------------------------------------------------------------------------------------
Description Quantity Purchase
- ---------------------------------------------------------------------------------------------------------------------
PowerEdge 2400, Pentium II, 400 MHz (Single Processor), 512K Cache, Tower 1 $ 8,635
Syle
192MB RAM, 2 DIMMS 1 $ 0
1x6 Hot Pluggable BackPlane 1 $ 0
PERC 32K RAID 5 Hard Drive Configuration 1 $ 0
9GB Ultra-2 LVD SCSI 10,000 RPM Hard Drive 3 $ 0
3COM 3C905 10/100 Ethernet, PCI Adapter, TP 1 $ 0
Microsoft Windows NT Server 4.0 1 $ 0
Windows SpaceSaver Keyboard 1 $ 0
Phillips Magnavox 800F, (15.0" / 13.9" Viewable Monitor) 1 $ 0
Logitech Mouse 1 $ 0
14/32X SCSI CD-ROM 1 $ 0
1.44MB Diskette Drive 1 $ 0
3 Year Next Business Day On-Site Service 1 $ 0
SMART-UPS 700VA Net Bundle 1 $ 0
Oracle Net8 Client 8.0.4 1 $ 0
Norton pcANYWHERE 32 v 8.0 for Windows NT 1 $ 111
- ---------------------------------------------------------------------------------------------------------------------
Subtotal $ 8,746
- ---------------------------------------------------------------------------------------------------------------------
Quantity 2
- ---------------------------------------------------------------------------------------------------------------------
Total $17,492
- ---------------------------------------------------------------------------------------------------------------------
(c) Analysis Server - Dell PowerEdge 2400 - provides the automation of
financial reporting and what-if financial analysis daily at the transaction
level on line.
- ---------------------------------------------------------------------------------------------------------------------
Description Quantity Purchase
- ---------------------------------------------------------------------------------------------------------------------
PowerEdge 2400, Pentium II, 400 MHz (Single Processor), 512K Cache, Tower 1 $8,635
Syle
192MB RAM, 2 DIMMS 1 $ 0
1x6 Hot Pluggable BackPlane 1 $ 0
PERC 32K RAID 5 Hard Drive Configuration 1 $ 0
9GB Ultra-2 LVD SCSI 10,000 RPM Hard Drive 3 $ 0
3COM 3C905 10/100 Ethernet, PCI Adapter, TP 1 $ 0
Microsoft Windows NT Server 4.0 1 $ 0
Windows SpaceSaver Keyboard 1 $ 0
Phillips Magnavox 800F, (15.0" / 13.9" Viewable Monitor) 1 $ 0
Logitech Mouse 1 $ 0
14/32X SCSI CD-ROM 1 $ 0
1.44MB Diskette Drive 1 $ 0
3 Year Next Business Day On-Site Service 1 $ 0
SMART-UPS 700VA Net Bundle 1 $ 0
Oracle Net8 Client 8.0.4 1 $ 0
Norton pcANYWHERE 32 v 8.0 for Windows NT 1 $ 111
Hunmmingbird/Maestro V6.01 (Connect NFS) Server 1 $ 441
MKS Toolkit For WIN-32, NT. 1 $ 306
- ---------------------------------------------------------------------------------------------------------------------
Total $9,493
- ---------------------------------------------------------------------------------------------------------------------
107
Exhibit F Software License and Service Agreement
------------------------------------------------
This is a License Agreement between Fiserv and Client. Fiserv and Client agree
that the terms and conditions set out in this License Agreement will apply to
any Fiserv Licensed Program(s) materials offered hereunder. Each license
agreement subject to the terms of this Agreement shall be separately labeled as
Exhibit F-n attached hereto. By using the software described on each such
Exhibit F-n, Client agrees to the terms and conditions contained in the license
agreement.
1. Definition of Terms.
(a) `Computer System' means the Hardware and manufacturer-supplied
software identified in the Attachments hereto.
(b) `Delivery Date' means the date the software is first installed and
configured properly, per the technical user documentation, in a
designated location by either a Fiserv or Client representative.
(c) Documentation' means the documentation related to the Software
specified on the Attachments hereto.
(d) `Effective Date' means the date this License and Service Agreement
commences.
(e) `Enhancements' means modifications made to the Software that add
program features or functions not originally within the Software as of
the date of installation and that are provided upon payment of
additional License Fees. Fiserv reserves the right, in its reasonable
discretion, to determine which changes are upgrades or separately
priced enhancements.
(f) `Hardware' means the computer equipment identified on the Attachments
hereto or in Exhibit E.
(g) `Licensed Program(s)' means licensed data processing program(s)
consisting of a series of instructions or statements in machine-
readable form, and any related licensed materials such as, but not
limited to, system documentation, flow charts, logic diagrams,
listings and operating instructions provided for use in connection
with the Licensed Program(s).
(h) `Location' means any single location defined by United National Bank.
(i) `Maintenance Fee' means the annual fee specified in the Attachments
hereto.
(j) `Main tenance Services' means maintenance services described in the
Attachments hereto. Maintenance Services are available only with
respect to the current release of the Software.
(k) `Non-conformity' means a failure of the Software to perform in
substantial accordance functions described in Fiserv's documentation.
(l) `Operational Support' means optional Fiserv services available, at
Client request, to support Client's operation of the Software System.
Operational Support shall only be available to Clients receiving
Maintenance Services.
(m) `Professional Service Fees' means fees specified in the Attachments
hereto or Exhibit A for professional services provided by Fiserv.
(n) `Software' means the standard, unmodified computer programs in object
code, unless otherwise specified on the Attachments hereto, together
with one set of Fiserv standard documentation. Software does not
include separate, independent, and stand-alone modules or subsystems
that Client has developed and maintained without Fiserv's assistance.
(o) `Software System' means the Software and Third Party Software.
(p) `Third Party' means any party other than Fiserv, Client, and their
respective employees, agents, and subcontractors.
(q) `Third Party Software' means software provided by Fiserv that is owned
or licensed by Third Parties as identified on the Attachments hereto.
(r) `Total License Fee' means the total sum specified in the Attachments
hereto for the Software System. Any fees for modifications,
enhancements, upgrades, or additions to the Software are excluded from
this License and Service Agreement unless otherwise specified.
(s) `Upgrades' means changes made to maintain compatibility with new
system software releases or to improve previously existing features
and operations within the Software. This primarily includes program
fixes to the Software.
108
(t) `Use' means copying or loading any portion of the Software System from
storage units or media into any equipment for the processing of data
by the Software System, or the operation of any procedure or machine
instruction utilizing any portion of either the computer program or
instructional material supplied with the Software System at the
Location. Use is limited to type of operations described in Fiserv
documentation solely to process Client's own work. Use specifically
excludes any service bureau or time-share services to Third Parties
without prior written consent by Fiserv and payment by Client of
additional fees in accordance with mutually agreed terms.
2. License.
-------
(a) Fiserv agrees to furnish the Software System to Client and does hereby
grant to Client a personal, non-exclusive, nontransferable License to
Use the Software System at the Location on the designated Computer
System for the Initial Term and any extended terms of this Agreement.
(b) Client may change the Location in the event Client transfers its data
processing department to a new location within the same country.
Client will provide Fiserv with sixty (60) days advance notice of any
proposed transfer of operations. Assistance by Fiserv related to the
transfer shall be chargeable at Fiserv's then current professional
service rates. Client shall reimburse Fiserv for any travel and living
expenses associated with such assistance by Fiserv related to such
transfer.
(c) Fiserv prohibits the copying of any portions of the Software System
except that Client may copy reasonable quantities of any standard end
user documentation; and may copy machine language code, in whole or in
part, in reasonable quantities, in printed or electronic form, for use
by Client at the Location for archive, back-up, or emergency restart
purposes, or to replace copy made on defective media. The original,
and any copies of the Software, or any part thereof, shall be the
property of Fiserv.
(d) Client shall maintain any such copies and the original at the Location
and one Client archive site in the same country and one disaster
recovery site, if applicable. Client may transport or transmit a copy
of the Software System from the Location or the Archive Site to
another location in the same country as the Location for back-up use
when required by Computer System malfunction, provided that the copy
or original is destroyed or returned to the Location or Archive Site
when the malfunction is corrected. Client shall reproduce and include
Fiserv's copyright and other proprietary notices on all copies, in
whole or in part, in any form, of the Software System made as
specified herein.
(e) Client shall not decompile, disassemble, or otherwise reverse engineer
the Software System.
(f) Third Party Software is provided to Client under the following
supplemental terms:
(i) Use of Third Party Software shall be restricted to use as part
of the Software System.
(ii) Fiserv and Third Party Software owners shall not be liable for
any damages, whether direct, indirect, incidental, or
consequential arising from the use of the Third Party Software.
(iii) Publication of benchmark tests of Third Party Software is
permitted only in a writing signed by an authorized officer of
Fiserv and the Third Party Software owner.
(iv) Third Party Software owners are hereby designated as third
party beneficiaries of this License and Service Agreement as it
relates to their software.
(v) Third Party Software is not specifically developed, or licensed
for use in any nuclear, aviation, mass transit, or medical
application or in any inherently dangerous applications. Third
Party Software owners and Fiserv shall not be liable for any
claims or damages arising from such use if Client uses the
Software System for such applications.
(g) Client shall obtain and maintain at its own expense such data
processing and communications equipment and supplies as may be
necessary or appropriate to facilitate the proper use of the Software
System. Any equipment obtained through Fiserv under this Agreement
shall be obtained in accordance with Exhibit E.
3. Support. Fiserv agrees it is obligated to maintain support.
-------
4. Use of and Rights to Fiserv's Work Product. All information, reports,
------------------------------------------
studies, object or source code, flow charts, diagrams, and other tangible
or intangible material of any nature whatsoever produced by or as a result
of any of the services performed hereunder by Fiserv or jointly with
Client, shall be the sole and exclusive property of Fiserv or its corporate
parent. Client shall be entitled to Use all such work product produced by
Fiserv in accordance with the terms and conditions of this License and
109
Service Agreement. Notwithstanding the foregoing, in no event shall Fiserv
be deemed to own any Client Confidential Information or other data relating
to Client or its customers.
5. Delivery and Acceptance. Fiserv agrees to deliver the Software System and
-----------------------
Hardware to the Location indicated by Client. The Software System and
Hardware shall be deemed accepted by Client once Fiserv has provided
certification by the manufacturer or Fiserv of the Computer System's
operability and Client has agreed to such acceptance, which will not be
unreasonably withheld.
6. Payment.
-------
(a) The license and support services charges applicable to each Licensed
Program are specified in the Attachments.
(b) Client is licensed to operate the Licensed Program(s) for the number
of workstations shown on the Attachments. If Client adds workstations,
the parties will complete an additional Attachment to reflect the
upgraded license and support services charges.
(c) Client agrees to pay the reasonable travel and living expenses of any
employees of Fiserv and its contractors who render services at either
the Location or any other Client site in connection with the
activities described in this Exhibit. All expenses shall be itemized
on invoices submitted by Fiserv.
7. Rescheduling. If Client is unable to provide access to required facilities
------------
or personnel or is unable to meet its tasks assigned to it in a timely
manner, Fiserv will try to reschedule tasks to minimize the non-productive
time arising. All such non-productive time is chargeable to Client. If such
non-productive time is expected to be significant, Fiserv will try to
reassign its personnel to other suitable work. In such event, Client will
not be charged for the time personnel were reassigned. If Client provides
thirty (30) days written notice of its intent to reschedule tasks, Client
shall not be billed a fee for non-productive time.
8. Warranties. Fiserv warrants that the Software will perform in accordance
----------
with its functional specifications when operated in the specified operating
environment as described in the Documentation. Fiserv will provide
replacements or corrections to the Software that does not so perform where
such failure is material, provided Fiserv is notified in writing. This
warranty shall not apply if the problem is caused by unauthorized
modification to the Software System, use of the Software System in
combination with non-Fiserv provided software, or by incorrect Use. Client
acknowledges that the Software System is designed to operate on the
Computer System and that the warranties given by Fiserv are conditional
upon the procurement and maintenance by Client of the Computer System in
accordance with the then current specified configuration. Fiserv agrees to
pass through any warranties to Third Party Software and/or hardware to
Client.
THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY
WARRANTIES MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY
EXPRESSLY WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEM.
9. Indemnity.
---------
(a) If, as a result of any claim or action alleging Use of the Software
infringes a patent, copyright, or other proprietary right of a third
party enforceable in the Location, Fiserv or Client is permanently
enjoined from using the Software by a final, non-appealable decree,
Fiserv, at its sole option and expense, may (i) procure for Client the
right to continue to use the Software or (ii) provide a replacement or
modification for the Software so as to settle such claim. If
modification of the Software is not reasonably practical in Fiserv's
sole opinion, Fiserv shall discontinue and terminate this License upon
written notice to Client and shall refund to Client all license fees
paid to Fiserv under this Agreement. In making this determination,
Fiserv will give due consideration to all factors, including financial
expense and will use its best efforts to procure for the Client the
right to continue to use the software.
(b) Fiserv shall have no liability for any claim based upon (i) use of any
part of the Software System in combination with materials or software
not provided by Fiserv; or (ii) modifications made by Client or any
Third Party.
10. Title.
------
(a) Nothing in this License and Service Agreement shall convey to Client
any title to or any rights in the Software System, including but not
limited to all proprietary rights or ownership of any modifications.
Client's sole right in relation to the
110
Software System or any modification is Use of the same in accordance
with the terms and conditions of this License and Service Agreement.
(b) The Software System and all modifications, enhancements, or upgrades
made thereto, and all patents, copyrights, or other proprietary rights
related to each of the above are the sole and exclusive property of
Fiserv or its suppliers, whether made by Fiserv, Client, or any of
their employees or agents. Client shall execute documents reasonably
required by Fiserv to perfect such rights.
11. Non-Disclosure.
--------------
(a) Client shall permit Fiserv's authorized representatives at all
reasonable times during Client's normal hours of operation to audit
Client's Use at the Location to determine that the provisions of this
Exhibit are being faithfully performed. For that purpose, Fiserv shall
be entitled to enter into any of Client's premises and Client hereby
irrevocably grants authority to Fiserv and authorized representative
to enter such premises for such purpose. Any such audit shall be
conducted in such a manner as to minimize the disruption to Client's
business and/or the Use of the Software System.
(b) Client shall promptly notify Fiserv if it becomes aware of any breach
of confidence relating to the Software System or other Fiserv
proprietary information and give Fiserv all reasonable assistance in
connection with Fiserv's investigation of same.
12. Termination. Upon an event of default as defined in Section 13 below, the
-----------
non-defaulting party may terminate this Licensing Agreement. Upon
termination, Client shall deliver the Licensed Program(s) and all related
materials at Client's expense, to a location designated by Fiserv. Client
shall certify to Fiserv in writing that the Licensed Program(s) is not in
use and after termination, Fiserv shall have no further obligation to the
Client.
13. Default. Client agrees that, upon the occurrence of any actual or
-------
threatened breach by Client of the restrictions upon the use, sale,
transfer, or disclosure of the Licensed Program(s), Fiserv will suffer
irreparable harm, that monetary damages alone shall not be a sufficient
remedy, and that Fiserv shall be entitled to injunctive or other equitable
relief as may be deemed proper or necessary by a court of competent
jurisdiction, in addition to Fiserv's other rights herein.
111
Exhibit F-1 InformEnt(R) Data Warehouse
---------------------------------------
The terms and conditions contained hereunder in Exhibit F-1 apply specifically
to the InformEnt Data Warehouse.
1. Term.
(a) License Term. The term of the License grant shall begin on the
------------
Effective Date and shall continue co-terminous with the Agreement.
(b) Maintenance Term. The term for Maintenance Services shall begin upon
----------------
the Effective Date and shall continue co-terminous with the Agreement.
Maintenance Services shall be automatically renewed at Fiserv's then
current rates unless Client provides ninety (90) days prior written
notice.
2. Payment.
-------
(a) Payment Terms. The Total License Fee shall be invoiced upon
-------------
execution of this Agreement in accordance with the terms and
conditions specified in Schedule 2. The Maintenance Fee shall be
invoiced thirty (30) days in advance of each Maintenance Fee period.
Professional Service Fees shall be invoiced upon execution of this
License and Service Agreement in accordance with the terms and
conditions specified in Schedule 2. Operational Support fees shall be
invoiced on a monthly basis when such support begins.
(b) Fee Adjustments. Except as specifically provided in this Agreement,
---------------
Fiserv may adjust any rates or fees herein no more frequently than
once each calendar year.
3. Performance.
-----------
(a) Access. Client shall give Fiserv full access to the Location, the
------
Software System, and the Computer System to enable Fiserv to provide
Services and shall make available information, facilities, and
services reasonably required by Fiserv for the performance of its
obligations under this Exhibit.
(b) Problem Identification. Work in determining the nature of any
----------------------
problem or in making corrections, amendments, or additions to the
Software System may be carried out at Fiserv's site or at the Client
Location at the discretion of Fiserv.
(c) Maintenance. Client agrees to maintain the Computer System, Software
-----------
System, and Third Party Software in accordance with Fiserv's then
current specified minimum configuration during the term of this
Agreement, or contract with Fiserv to so provide.
4. Professional Services Terms.
---------------------------
(a) Professional Services Rates. Fiserv agrees to provide Client with
---------------------------
access to Fiserv's professional personnel at the rates identified in
the Professional Services Fee table in Schedule 2 and in accordance
with the terms and conditions set forth herein.
(b) Business Requirements List. Client shall provide Fiserv with all
--------------------------
necessary information concerning Client's requirements. Fiserv shall
review and suggest revisions to such Business Requirements List on a
timely basis. The parties shall mutually agree in writing the final
Business Requirements List for any such project.
(c) Functional Specifications. Any modifications to the Software or other
-------------------------
professional service deliverables shall be based on specifications
created by Fiserv and approved by Client as provided below:
(i) Fiserv shall develop Functional Specifications based on the
Business Requirements List for Client's written approval. Fiserv
shall not be obligated to perform any further development work
until the Functional Specifications are approved in writing by
Client, which approval shall not be unreasonably withheld or
unduly delayed.
(ii) Modifications, changes, enhancements, conversions, upgrades,
or additions to the agreed upon work shall be added only upon
mutual written agreement. In the event the parties agree to add
any such items, the Functional Specifications and applicable
Project Plan shall automatically be modified to the extent
necessary to allow for the implementation or provision of the
items.
(d) Project Plan. Fiserv shall develop a Project Plan for each
------------
modification to the Software or other professional service
deliverables based on the Functional Specifications. Each such Project
Plan shall contain a listing of the nature and
112
timing of tasks for the project, some of which are to be performed by
Fiserv and some by Client. Modifications and changes to the Project
Plan shall be only by mutual written agreement of the parties.
(e) Acceptance. The Software modifications shall be deemed accepted by
----------
Client by the live operation and use of the modified Software in
Client's business for a period of thirty (30) days. Client agrees
promptly to notify Fiserv in writing (and with reasonable
particularity) upon conclusion of the acceptance test or earlier upon
discovery of any specification Non-conformities disclosed by such
testing or use. Fiserv shall correct any specification Non-
conformities disclosed by such testing without further charge to
Client.
(f) Operational Support. Fiserv will provide Operational Support at the
-------------------
rates specified in Schedule 2. Operational Support may include the
following services:
(i) Server System Administration
(ii) Database Administration
(iii) InformEnt Administration
Client may discontinue Operational Support after six (6) months of
services upon ninety (90) days prior written notice.
5. Maintenance Services Terms.
--------------------------
(a) Maintenance Services. Fiserv will provide the following maintenance
--------------------
services to Client:
(i) Up to 20 hours per month for telephone support during normal
business hours for reasonable operator support. For telephone
support over 20 hours per month or not during normal business
hours, Client will be charged Fiserv's then standard
Professional Service Fees.
(ii) On-site support, when requested by Client, will be provided
at Fiserv's then standard Professional Service Fees.
(iii) Software program fixes to correct Software Non-conformities
for the current release will be provided within a reasonable
period of time upon notice by Client. Client agrees to provide
Fiserv with reasonable assistance and information in connection
therewith.
(iv) Software updates will be provided to Client. Upon Client
request, Fiserv will install such updates at Fiserv's then
standard Professional Service Fees.
(v) Training for updates may be offered to Client at Fiserv's
standard Professional Service Fees. If such training is
conducted at the Location or other Client site, Client agrees
to reimburse Fiserv for its reasonable travel and out-of-pocket
expenses.
(b) Diagnostic Software. Fiserv may utilize remote diagnostic software
-------------------
and dial-up telephone lines in providing these services. Client shall
cooperate and assist Fiserv to expedite resolution of all Non-
conformities.
(c) Non-conformities. Should Fiserv's review of the Non-conformity
----------------
indicate, in Fiserv's reasonable opinion, that the reported problem is
not a defect in the Software but is due to other problems including,
but not limited to, input not in accordance with specifications,
Client's abuse or misuse of the Software System, by a modification or
addition to the Software System not performed by Fiserv, or by
Client's failure to properly maintain the Computer System or to
install the required system software release as instructed by Fiserv,
then:
(i) Client agrees to reimburse Fiserv for the related costs of
work performed by Fiserv in investigating the problem at
Fiserv's then standard Professional Service Fees, and
(ii) Fiserv, at Client's request, shall advise Client whether
Fiserv can correct or assist in resolving such problem, and the
terms under which Fiserv shall undertake the same. Upon written
acceptance by Client, Fiserv shall correct or assist in
resolving the problem in accordance with such terms.
(d) Maintenance Fees. Maintenance Fees shall be subject to annual
----------------
increases no greater than 10% and shall also be subject to increase
following delivery of Enhancements, new versions of, or modifications
or additions to the Software System, and changes in the Computer
System.
(e) Network-related Problems. Network-related problems are not covered
------------------------
under Fiserv's Maintenance Service. In the event Fiserv does provide
such service, Client agrees to pay Fiserv's then standard Professional
Service Fees.
113
(f) Other Maintenance Services. Maintenance services in addition to those
--------------------------
specified in this Section may be made available at Fiserv's then
standard Professional Service Fees on a mutually agreed schedule.
114
Schedule 1: Software System and Documentation
----------------------------------------------
1. Software.
Financial Services Model
KnowledgeShare
PowerShare
Process Manager Scheduler Bundle - includes:
Process Manager Output Scheduler
Process Manager Web Scheduler
Business Applications:
Financial Management
Product Management
Market Management
2. Documentation.
-------------
InformEnt User Manuals and Windows Help files.
3. Location.
--------
Any single location defined by United National Bank
4. Third Party Software.
--------------------
Hyperion - Essbase Multidimensional Run-time Package/1/ - includes:
1 Essbase Server - per server
1 Essbase Ports - per Concurrent Port
1 SQL Interface - per server
1 Essbase Spreadsheet Toolkit - per server
Oracle - Standard Edition, Per Named User Single Server
____________________
/1/ 'Run-time" means Use of applicable products is strictly limited to InformEnt
related usage. Additionally, Client's right to Use the Application Manager
tool within the Essbase Server software is limited to building and
executing report scripts and modifying and/or maintaining InformEnt-
developed application outlines; Client may not build any Essbase
---
applications or databases themselves and must contract Fiserv to do so for
them.
115
Schedule 2: Fees and Charges
-----------------------------
1. InformEnt Standard Offering Fee Summary
---------------------------------------
Client Software:
- ------------------------------------------------------------------------------------------------------------------------
InformEnt Client Module User Type License Type Quantity One-Time Fee Annual Fee
- ------------------------------------------------------------------------------------------------------------------------
PowerShare Admin Per Client Seat 2 $ 5,550 $1,000
PowerShare Steward Per Client Seat 3 $ 2,085 $ 375
KnowledgeShare Author Per Client Seat 5 $ 3,475 $ 625
KnowledgeShare Analyzer Per Client Seat 10 $ 3,500 $ 630
KnowledgeShare Viewer Per Client Seat 20 $ 700 $ 120
- ------------------------------------------------------------------------------------------------------------------------
Total 40 $15,310 $2,750
- ------------------------------------------------------------------------------------------------------------------------
Server Software:
- ------------------------------------------------------------------------------------------------------------------------
InformEnt Server Module User Type License Type Quantity One-Time Fee Annual Fee
- ------------------------------------------------------------------------------------------------------------------------
Financial Services Model Base Per WP Server 1 $300,000 $54,000
Process Manager Base & Browser Per Server 1 $ 22,050 $ 3,969
Scheduler Bundle Scheduler
- --------------------------------------------------------------------------------------------------------------------------
Total 2 $322,050 $57,969
- --------------------------------------------------------------------------------------------------------------------------
Business Applications:
- --------------------------------------------------------------------------------------------------------------------------
InformEnt Business Prerequisite License Type Quantity Extended Extended
Application License Annual Maint.
- --------------------------------------------------------------------------------------------------------------------------
Financial Management KnowledgeShare, Per InformEnt Site 1 $ 30,000 $ 5,400
Essbase
- --------------------------------------------------------------------------------------------------------------------------
Total 1 $ 30,000 $ 5,400
- --------------------------------------------------------------------------------------------------------------------------
2. Third Party Software Fees. Payment terms for the Third Party Software
-------------------------
license and first year maintenance fees are 100% on Effective Date. Any
increase in license and/or maintenance fees for any third party software
may result in an increase to the Client as they are incurred by Fiserv.
- -----------------------------------------------------------------------------------------------------------------------------------
Third Party Software Module License Type Quantity Unit License Extended Unit Annual Extended
License Maint. Annual Maint.
- -----------------------------------------------------------------------------------------------------------------------------------
Hyperion Software
Essbase Run-time Package 5 Run-Time Concurrent 1 $9,000 $ 9,000 $1,620 $1,620
Ports
Oracle Software
Oracle Standard Edition App. Specific, Per 11 $ 120 $ 1,320 $ 23 $ 253
Named User Single
Server
- -----------------------------------------------------------------------------------------------------------------------------------
Total Third-Party Software $10,320 $1,873
- -----------------------------------------------------------------------------------------------------------------------------------
116
3. Professional Services Fees.
--------------------------
(a) Implementation. Approximately 797 hours are estimated for the initial
--------------
implementation of InformEnt. Based on the resource hourly rates listed
below, the estimated Implementation fee is $137,820. Actual
implementation hours, plus travel and living expenses, will be invoiced
to Client on a monthly basis as incurred.
- ---------------------------------------------------------------------------------------------------------------------------------
Phase Project Information Database Server Consultant/ Database/ Total Fiserv
Manager Analyst Admin. Admin/ Model Mgr Extract
Integrator Programmer
- ---------------------------------------------------------------------------------------------------------------------------------
Project Administration 80 0 20 40 20 10 170
Project Initiation 10 0 0 0 12 0 22
Planning 30 0 5 0 12 7 54
Platform 30 0 5 50 0 0 85
Data Integration 10 40 56 0 16 0 122
EnterMart Value 24 0 0 0 40 0 64
Education 5 0 0 0 72 0 77
System Validation 8 40 30 15 0 35 128
Production Turnover 20 0 20 20 0 15 75
- ---------------------------------------------------------------------------------------------------------------------------------
Total 217 80 136 125 172 67 797
Resource Hourly Rate $ 170 $ 150 $ 180 $ 160 $ 200 $ 150
- ---------------------------------------------------------------------------------------------------------------------------------
Total Fiserv Fee $36,890 $12,000 $24,480 $20,000 $34,400 $10,050 $137,820
- ---------------------------------------------------------------------------------------------------------------------------------
(b) Other Professional Services. The following tables represent Fiserv's
---------------------------
Professional Services Fees in hourly increments for professional
services available to Client.
- ----------------------------------------------------------------------------------------------------------------
Resource Responsibility Hourly Fee
- ----------------------------------------------------------------------------------------------------------------
Consultant/Model Manager Information analysis, database development, Knowledge Object $200
creation, solution and application implementation and training.
Database Administrator/ Table creation and loading, metadata maintenance, installation of $180
Systems Programmer new releases, database tuning and support, testing and training.
Project Manager Management of professional services projects and training. $170
Server Administrator/ InformEnt server administration including disk and memory $160
Integrator management, performance monitoring, security, operating system
parameters, network and hardware design/integration, system
certification and training.
Database/Extract Information/data design and analysis, creation of mapping rules, $150
Programmer writing and execution of scripts, testing and training.
Data Analyst Data discovery, analysis and modeling, database development, data $150
mapping, defining and documenting database and usage requirements,
validation, testing and training.
System Administration Hardware and System Software Analysis $125
Operational Support Dedicated daily support of InformEnt $ 65
Help Desk Telephone support over 20 hours per month $ 65
- ----------------------------------------------------------------------------------------------------------------
Client may request professional services for short term projects or for long
term monthly and annual commitments based on sixty (60) days advance notice. A
minimum of 2 hours per occurrence will apply.
117
The rates quoted in the table will be valid for three months from the Effective
Date. Thereafter, the rates will be subject to change by Fiserv on one-month's
notice.
4. Operational Support.
-------------------
(a) Operational Support. The following routine Operational Support services
-------------------
are included as part of Client's Fixed Monthly Fee. Fees for additional
services shall be invoiced on a monthly basis at the Hourly Rates listed
in Section 3b.
- --------------------------------------------------------------------------------------------------------------------
Description Fiserv
Monthly Hrs.
- --------------------------------------------------------------------------------------------------------------------
Job Flow Management & Monitoring (Load Production Support) 25.0
Perform:
Daily Process Manager schedule maintenance
File collection management from collection source(s)
Emergency/unscheduled change management
Daily performance analysis and reporting
Issue, action, and escalation management
Financial Services model release management for production level changes and additions to the
model
Schedule modifications during model release implementation
Evaluation, implementation, and tuning of multi-loader processing
Analysis and trouble shooting of excessive load times that affect general availability of the
solution
Change Control 0.5
Management & documentation of production schedule changes
Monitor Space Allocation 6.0
Monitor:
Month end processing disk demands
Trend processing disk demands
Process Manager schedule item failures, which indicate a need for Oracle file system
modifications
Review Database Audit Trail 0.7
Review table data integrity
Monitor fluctuation in table sizes during daily, weekly, and monthly loads
System Backup 1.3
Manage changes in backup schedules on demand
Hardware Maintenance Coordination Dispatch 0.7
Leverage third party support & maintenance agreements for operating systems, tape drives, &
software on the server. Coordinate service dispatch as needed
Security Administration 1.3
Administer user ids & passwords for server operating systems, when necessary.
Server Operating System Support 3.7
Perform de-fragmentation maintenance on disk drives
Diagnose performance issues for CPU & memory utilization
System Reboot 0.8
Perform weekly warehouse server reboots & periodic reboots for other servers as needed
- --------------------------------------------------------------------------------------------------------------------
Total Hours 40.0
Resource Hourly Rate $ 65
- --------------------------------------------------------------------------------------------------------------------
Fiserv Monthly Fee $ 2,600
- --------------------------------------------------------------------------------------------------------------------
Total Fiserv Annual Fee $31,200
- --------------------------------------------------------------------------------------------------------------------
118
(b) Data Collection: The daily data download fee is estimated at $4,961 per
month at the rate of $0.80 per megabyte of host data, utilizing total
account volumes as illustrated below.
- ------------------------------------------------------------------------------------------------------------------------------------
Application Account Volume Daily Collect. Daily File (MB) Month-End File (MB) Total Mos. Data
Frequency (MB)
- ------------------------------------------------------------------------------------------------------------------------------------
Central Reference File (CIF) 430,142 1 220.4219665 690.0165907 910.4385572
Commercial Loans 8546 21 0.73119576 2.28896064 17.6440716
Demand Deposits 239,149 21 166.4979253 521.2108966 4017.667328
General Ledger 16990 21 6.6509054 20.8202256 160.489239
Retail Loans 66,897 21 29.26476162 91.61142768 706.1714217
Time Deposits 85781 21 16.13883734 50.52157776 389.4371619
- ------------------------------------------------------------------------------------------------------------------------------------
Total Host Data 439.7055919 1376.469679 6,201.85
Rate Per MB Downloaded $ 0.80
- ------------------------------------------------------------------------------------------------------------------------------------
Monthly Data Collection Fee $ 4,961
- ------------------------------------------------------------------------------------------------------------------------------------
119
Exhibit H - Remote Banking Services
-----------------------------------
The Remote Banking Services Agreement executed May 5, 2000, (Addendum #5) is
incorporated into this Agreement with the intention that it shall form part of
the Agreement dated September 1, 2000, as amended through the date hereof
(collectively, the "Agreement").
1. Terms and Conditions. All terms and conditions included in the above stated
--------------------
Addendum #5 shall remain in effect.
2. Fee Schedule. Schedule H-1 shall provide the fee structure as of the
------------
Effective Date of this Agreement.
3. Internet and E-mail Combined Access Per Seat Fee:
---------------------------------------------------
(a) 0 - 350 seats = $15.00; 351 - 500 seats = $10.00; 500 - 1,000 seats =
$5.00; over 1,000 seats will require a new negotiated fee.
120
Exhibit H-1 Remote Banking Services Fee Schedule
--------------------------------------------------
Internet Banking / Bill Payment Pricing:
- ------------------------------------------------------------------------------------------------------------------
Initial to
Item One Time Fees Monthly Recurring Fees Minimum Authorize
- ------------------------------------------------------------------------------------------------------------------
Internet Banking Transactions
- ------------------------------------------------------------------------------------------------------------------
Account Processing Fee Setup $27,500 $1,000
for 1 IBS Bank $ .50 per IB customer
*Retail accounts $8.00 per IB customer
*Commercial DDA
- ------------------------------------------------------------------------------------------------------------------
Additional IBS Banks Setup Fees $5,000/Bank
- ------------------------------------------------------------------------------------------------------------------
Quicken Transaction Access $5,000 setup Included in account processing fee
Money Transaction Access .QIF format
- ------------------------------------------------------------------------------------------------------------------
Internet Banking Transactions with Bill Payment Capabilities
*Requires one time fees for Internet Banking Transaction
*Internet Banking and Bill Pay will be linked to client's existing Web site. If none exists, Fiserv shall
develop a Web site for Client upon reasonable request and quote associated fees.
*Internet access with or without e-mail is also available for Client use.
- ------------------------------------------------------------------------------------------------------------------
Bill Payment - Client handles $ 7,500 $1.00 per IB or TB customer $1,500
backoffice $1.50 per IB and TB customer
- ------------------------------------------------------------------------------------------------------------------
Bill Payment - Fiserv handles
backoffice $ 7,500 $3.75 per customer includes 10
Set-up Internal / TB bill payments, plus $.20 for $2,500
*ACH (Automated) Payments or each bill pay transaction
direct debit/credit to account after 10.
*Check (Manual) Payments $400 per image
Digitized check signature/image
required
- ------------------------------------------------------------------------------------------------------------------
Additional IBS Banks Bill $5,000/Bank
Payment Setup Fees
- ------------------------------------------------------------------------------------------------------------------
Out Of Pocket Expenses Billed directly to Client (e.g., postage, envelopes, checks)
- ------------------------------------------------------------------------------------------------------------------
On-line Merchant Database Included in Bill $0.02 per merchant record $ 100
Payment Setup
- ------------------------------------------------------------------------------------------------------------------
Pre-populating Merchant Database $ 500 Per 50 merchant records
(Customer (Customer Supplied)
- ------------------------------------------------------------------------------------------------------------------
Bill Payment Application Telephone $ 2,500
- ------------------------------------------------------------------------------------------------------------------
Demo Test Bank $1,000 per bank $100
- ------------------------------------------------------------------------------------------------------------------
AutoOpen / AutoEnable $ 3,000 $0.50 per new customer
activation
- ------------------------------------------------------------------------------------------------------------------
24 X 7 Processing-Creation of $5,000 per bank $0.01 per account
stand-in files during host nightly
process cycles
- ------------------------------------------------------------------------------------------------------------------
Web Site Statistics $ 1,000 $225
- ------------------------------------------------------------------------------------------------------------------
Professional Services (e.g., $1,000 per person per day plus out of pocket expenses
Conversion, Training, Consulting)
- ------------------------------------------------------------------------------------------------------------------
Web statistics are not billable if Fiserv hosts client's web site.
"IB" indicates Internet Banking Access; "TB" indicates Telephone Banking Access.
121
The Bill Payment monthly minimum shall commence upon the effective date of
Addendum #5.
Addendum #5 - 3 - Remote Banking System Reports
-----------------------------------------------
----------------------------------------------------------------------------------------------
Report No. Report Name
----------------------------------------------------------------------------------------------
Telephone Banking (Host-Based) Reports
----------------------------------------------------------------------------------------------
TB320-01 Merchant Payment History Report
----------------------------------------------------------------------------------------------
TB320-01 Valid Transfer Report
----------------------------------------------------------------------------------------------
TB335-02 Settlement Totals Report
----------------------------------------------------------------------------------------------
TB500-05 Customer Transaction History Report
----------------------------------------------------------------------------------------------
TB700-06 Merchant Directory Report
----------------------------------------------------------------------------------------------
TB720-08 Merchant Profile Report
----------------------------------------------------------------------------------------------
TB310-13 Transfer/Bill Payment Directory
----------------------------------------------------------------------------------------------
TB320-14 Merchant Payment Checks
----------------------------------------------------------------------------------------------
TB320-15 Check Register Report/Add'l Check Pages
----------------------------------------------------------------------------------------------
TB320-16 Merchant Notice of Deposit/Notice of Transit to ACH
----------------------------------------------------------------------------------------------
TB320-17 Payment/Transfer Exception Report
----------------------------------------------------------------------------------------------
TB350-20 Merchant Verification Form Report
----------------------------------------------------------------------------------------------
TB410-21 Customer Usage Report
----------------------------------------------------------------------------------------------
TB600-26 Annual Payment Summary Report
----------------------------------------------------------------------------------------------
TB600-27 Annual Summary Exception Report
----------------------------------------------------------------------------------------------
TB310-30 NSF Notices Report
----------------------------------------------------------------------------------------------
TB310-31 Merchant Verification Exception Report
----------------------------------------------------------------------------------------------
TB750-36 Active/Inactive Report
----------------------------------------------------------------------------------------------
TB250-39 Customer Batch Update Report
----------------------------------------------------------------------------------------------
TB250-40 Customer Batch Update Exception Report
----------------------------------------------------------------------------------------------
TB255-41 Merchant Batch Update Report
----------------------------------------------------------------------------------------------
TB255-42 Merchant Batch Update Exception Report
----------------------------------------------------------------------------------------------
TB265-43 Return Item Report
----------------------------------------------------------------------------------------------
TB400-09 Purged Accounts Report
----------------------------------------------------------------------------------------------
TB430-19 Branch Customer Report
----------------------------------------------------------------------------------------------
TB720-48 Purged Merchant Report
----------------------------------------------------------------------------------------------
TB725-46 Purged Merchant History Report
----------------------------------------------------------------------------------------------
TB565-49 Electronic Banking Statistics
----------------------------------------------------------------------------------------------
Internet Banking (Browser-Based) Reports
----------------------------------------------------------------------------------------------
n/a Webtrend Reports
----------------------------------------------------------------------------------------------
122
Exhibit I - Additional Services
-------------------------------
The BankLink Addendum executed July 27,2000 (Addendum #4), is incorporated into
this agreement with the intention that it shall form part of the Agreement dated
September 1, 2000, as amended through the date hereof (collectively, the
"Agreement").
1. Terms and Conditions: All terms and conditions included in the above
--------------------
stated Addendum #4 shall remain in effect.
123