[FISERV LOGO]
Addendum No. 20
to
Comprehensive Banking System
License and Service Agreement
Addendum No. 20 dated as of April 1, 2001 ("Addendum") between Fiserv Solutions,
Inc., a Wisconsin corporation with offices located at 2601 Technology Drive,
Orlando, Florida 32804 ("Company"), and Bryn Mawr Bank Corporation located at
801 Lancaster Avenue, Bryn Mawr, Pennsylvania 19010 ("Client") to the
Comprehensive Banking System License and Service Agreement No. 3810145 with an
Effective Date of December 30, 1994 between Fiserv CIR, Inc. and Client
("Agreement"). Company is successor in interest to Fiserv CIR, Inc.
Purpose
Client and Company wish to amend the Agreement in order to revise certain terms
and conditions related to maintenance and professional services provided by
Company to Client. Except as expressly modified herein, the Agreement shall
remain in full force and effect. In the event of a conflict between the terms of
the Agreement and this Addendum, the provisions of this Addendum shall control.
Capitalized terms used herein shall have the same meanings assigned them in the
Agreement.
Maintenance Services
1. Section 4.11 of the Agreement is hereby deleted in its entirety and
replaced with the following:
4.11 The annual Maintenance Fee specified in Schedule 1 of this
Agreement shall be effective as of April 1, 2001 (the "Maintenance
Effective Date") and shall continue for a period of three (3)
years. The Maintenance Fee may be increased on each anniversary of
the Maintenance Effective Date, provided that such increase shall
not exceed the greater of (i) five percent (5%) per year or (ii)
the change in the U.S. Department of Labor, Consumer Price Index
for Urban Wage Earners and Clerical Workers, All Cities (1982 =
100%) for the twelve-month period preceding the annual anniversary
of the Maintenance Effect Date.
2. Section 6.2 of the Agreement is hereby deleted in its entirety and
replaced with the following:
6.2 Maintenance Services may be renewed after the initial three (3)
year term for successive terms as mutually agreed to by the
parties.
1
3. Section A of the "Maintenance Services Section" in Schedule 1 to the
Agreement is hereby deleted in its entirety and replaced with the new Section A
set forth on the attached Exhibit A.
Professional Services
1. The following new Section 3.10 is added to the Agreement:
3.10 The integration services described in the attached Exhibit B
("Integration Services") shall be provided by Company to Client
for the fees set forth therein. The initial term of Integration
Services shall be one (1) year from the Maintenance Effective
Date, and may be renewed thereafter for a term of one (1) year if
mutually agreed between Company and Client. Any changes to the
provisions of Exhibit B will be disclosed by Company 90 days prior
to the renewal date. During the initial term, the daily rate(s)
set forth in Exhibit B will be valid for twelve months following
the Maintenance Effect Date.
Non-Disclosure
1. Section 16.2 of the Agreement is hereby deleted in its entirety and
replaced with the following:
16.2 Company agrees that it shall not sell, transfer, publish, disclose,
display or otherwise make available to others any Client
Confidential Information without Client's prior written consent.
Company shall use Client Confidential Information only in
connection with performance of its obligations under this
Agreement, and shall permit access to such Client Confidential
Information only by those of its employees who have a need to know
such information in order for the Company to perform its
obligations under this Agreement. Company specifically agrees that
it will not use any non-public personal information about Client's
customers in any manner prohibited by Title V of the Gramm-Leach-
Bliley Act and its implementing regulations, and that it has
implemented and will maintain appropriate measures designed to meet
the objectives of the guidelines establishing standards for
safeguarding customer information as adopted by Client's federal
regulatory agency, including without limitation Federal Reserve
Board Regulations H and P. Fiserv further agrees that it shall
permit Client to review audits, summaries of test results, or other
equivalent evaluations performed by Fiserv in connection with
Fiserv's implementation and maintenance of information security
measures. Company shall protect any Client Confidential Information
from disclosure with the same degree of care afforded by Company to
its own confidential information. Client Confidential Information
shall be returned to Client by Company or destroyed upon Client's
request after the services contemplated by this Agreement have been
completed. All Company obligations and undertakings relating to
Client Confidential
2
Information shall survive the termination of this Agreement for
whatever reason.
===============================================================================
IN WITNESS WHEREOF, this Addendum No. 20 has been executed as of the date first
set forth above by the following authorized representatives:
For and on behalf of Client By: William R. Mixon
----------------------------
Name: William R. Mixon
----------------------------
Title: Senior Vice President & CTO
----------------------------
Date: August 15, 2001
----------------------------
For and on behalf of Company By:
----------------------------
Name: Steve Barbee
----------------------------
Title: VP--Business Development
----------------------------
Date:
----------------------------
3
[FISERV LOGO]
Exhibit A
Maintenance Services
A. Maintenance Services
Supported Modules Annual Maintenance Fee
- ----------------- ----------------------
I Software System Subsystems
Common File Subsystem $53,875
Customer Information File Subsystem
Transaction Subsystem
Time Subsystem
Universal Loan Subsystem
Financial Transaction Management Subsystem
General Ledger Subsystem
ACH Origination
Safe Deposit Box
Account Reconciliation
Charge Back Processing
Loan Packaging
Platform Loan Interface
Reserve Reallocation
FHLMC Reporting
FNMA Reporting
CBS Call Reporter Interface
MCIF Interface
IPS/Sendero A/L Interface
CBS Branch Delivery (33 Sales $10,890,
41 Teller $11,275) 22,165
CBS Cash Management (Windows based) 9,000
(Annual Support fees 43 customers -
The CBS Windows based Cash Management
Product will be supported through
December 31, 2001. Maintenance can be
canceled prior to 12/31/01 with written
notice)
CBS Collection System & Interface (BCAS) 4,800
Electronic Delivery Management System 21,500
Card Management/Transaction Authorization
Switch Interface to MAC
Switch Interface to Fiserv EFT
Voice Response (Voice Response Subsystem
(OS/2 platform) (will be supported
Through June 30, 2002) 4,500
Total Base Modules Maintenance Fee
(Invoiced Annually) $115,840
4
II. Modifications Maintenance
Mod. No. Description
-------- -----------
A0230 Safe Deposit Box Numbers $ 400
A0234 Construction Commitment Processing 1,000
A0235 Rate Change Process 1,000
A0237 Payment Factor 4,500
A0302 Backdated Rate Change 400
A0395 Print Ending Balance 300
A0409 Alternate Dealer Reserve Servicing 4,000
A0424 Analysis Summary Block 675
A0425 Work with Mult. Bysync 450
A0441 Reformat of statement amount fields 4,000
A0457 Change Hard Code Description of TBA/ODP Fee 150
A0479/A0497 BCAS Dealer Number 400
A0653 Interface to Unifi 3,000
Total Modifications Maintenance Fee (Invoiced Annually) $ 20,275
TOTAL ANNUAL MAINTENANCE FEE $136,115
==============================================================================
Additional Modification Maintenance Provisions:
1. Note: For Release 2.1, scheduled for distribution in 2002, Company will
provide the following services as part of the Integration Services activities at
the current Integration Services Rate
. Field expansion effect on modifications
This will include determining what fields in a modification may be impacted
by the base field expansion. For those interfaces determined to be
affected, Client will be notified so that the vendor affected can be
contacted and final determination of impact be made. Should any
moficiations require rework or enhancement due to the field expansion, this
will be done under a separate billable project.
. Conversion of modified code to RPGIV
This will include conversion of modification to base CBS programs to RPGIV.
Non-CBS programs can also optionally be done or will be moved to a separate
source file.
2. Basic Maintenance: Maintenance coverage for the project shall be available on
standard business days from 8:30 a.m. to 5:30 p.m. Eastern Time.
3. Special Maintenance: Integration Services are excluded from this project
unless otherwise specified.
5
[FISERV LOGO]
Exhibit B
Integration Services
Overview:
Company will assign the Client an Integration Coordinator, who will act as a
project manager for all of Client's integration needs. This coordinator will be
responsible for handling the Client's communications and correspondence
regarding CBS release retrofitting, including scheduling, coordination,
consultation, and Additional Services (as defined below) as requested. The
services provided and described below are inclusive of all CBS major and point
releases. Bulletins, emergency code fixes, beta, contracted customer
modifications, and pre-release code integration are not provided, unless
otherwise specified in this Exhibit or specifically requested by Client as an
Additional Service.
Client may submit any or all of their modifications for integration. Company
reserves the right to review and deem 3rd Party modifications ineligible for
integration. Integration is performed on a library-by-library basis and
therefore, Company may request that Client segregate ineligible modifications
outside of the libraries to be integrated. If for any reason a modification
becomes ineligible for integration due to the nature of the CBS software
enhancements, Client will be notified of this occurrence. Client will be
responsible for securing the resources and any costs associated with the
re-coding of the modification, unless the modification is under a CBS
maintenance contract. Once re-coded, Client may have that software delivered to
Company for incorporation in the Integration Release as part of the Integration
Activities.
Scheduling and Preparation:
Upon determination of the estimated release dates by Company for major CBS
releases, Company will prepare an estimated schedule for Client and communicate
that information along with a checklist of items that Client must perform and
prepare for the integration activities. Client will be responsible for ensuring
that the information provided is supplied in a format usable by Company. All
changes to source code members or objects, by any party, must be tracked and
incorporated into integrated source code member or object by Client, from the
date of data preparation until the production installation for all integration
releases.
Client will be responsible for validating that the estimated dates for the
project meet their requirements and communicate any conflicts to Company. An
adjusted mutually agreed upon date will be determined based upon Client's
requirements and Company's resource availability.
If for any reason, Company determines that it will be unable to meet the
estimated dates for any release integration, Client will be notified and a
mutually agreed upon date will be determined.
All Client Confidential Information received from Client will be for the
explicit use of the integration activities unless other usage is granted by
Client either verbally or in writing.
6
Integration Activities:
The following activities will occur during the Integration of the Client's
Modifications for a CBS Release:
. Match the Client's modified CBS members with the distributed CBS Release and
merge the modified CBS software into the modified member
. Identify and compile client specific objects that use CBS files and copybooks
. Identify and notify Client of CBS members and objects in the modification
libraries that are no longer used by CBS
. Review the program usage in the modification libraries to identify and notify
Client of any obsolete members
. Perform a parallel nightly processing run for all major releases
. Balance the monetary reports produced in the parallel run and resolve any
differences that are not due to the release content
. Provide Integration Release instructions including pre- and post-installation
considerations and summary of release installation steps
Client is responsible for the installation of their Integration Release as well
as the CBS Release, unless otherwise specified in this Exhibit or specifically
requested by Client as an Additional Service. Integration testing activities are
limited to the verification of monetary activity based on the test data
supplied by the Client. Therefore, acceptance testing by Client is strongly
suggested prior to production installation to ensure that prior release
functionality still exists.
Support:
Company will provide support of the Integration Release for a period of 30 days
at no additional fee. After that time, the hourly Integration Coordinator fee
will be applicable. Support of the test and production installation of each
release will also be provided.
Additional Services:
Services not included with the above Integration Services are "Additional
Services". Additional Services are available upon request. If the need arises to
utilize these services, Client should contact Company to discuss these
requirements and fee schedules. Typical Additional Services include, but are not
limited to:
. Release installation . Extended functional testing
. Environment creation . Software consolidation/distribution
. Library consolidation . Change Management consultation
. Modification review/itemization . Installation of "fixes" or CBS
Bulletins
7
Fees:
The fee structure for Integration Services is based on a flat monthly retainer
plus a per diem for actual Integration Activities performed (as defined above)
according to the rate set forth in the table below.
This fee schedule will be activated starting on the Maintenance Effective Date.
Monthly Retainer:
-----------------
Integration Services $1,200.00
CMS/Alert Installation 150.00
---------
Total Monthly Retainer $1,350.00
- --------------------------------------------------------------------------------
Personnel Estimated Daily Minimum Estimated Availability Dates
Grade Quantity Rate* No. of Days From To
- --------------------------------------------------------------------------------
IC 15 days* $800.00 5.00 TBD TBD
(annual)
- --------------------------------------------------------------------------------
Key to Personnel Grades:
IC = Integration Services Coordinator
*Workday = 8 hours
Payment Timetable:
Fees for Integration Services are due in lawful U.S. currency according to the
following timetable:
------------------------------------------------------------
Date Event Amount Payable
------------------------------------------------------------
Upon Billing Monthly Retainer $1,350.00
Upon Billing Integration Activities TBD
------------------------------------------------------------
8