Exhibit 10.12
AMENDMENT TO THE AGREEMENT
BETWEEN
Fiserv Solutions, Inc.
d/b/a Fiserv-Des Moines
4400 Westown Parkway
Regency West 7
West Des Moines, IA 50266-6751
AND
West Des Moines State Bank
1601 22nd Street
West Des Moines, IA 50265
Firserv and Client hereby agree to this Amendment to the Data Processing
Services Agreement, dated March 17, 1997, as follows:
Initial term of agreement is extended 6 years and shall end 12 years from the
Agreement's commencement date (August 1, 1997), with the new expiration date of
initial term equal to August 01, 2009). Renewal terms remain unchanged.
Existing Exhibit B-1 - Item Processing Services of the Agreement will be
replaced by the attached Exhibit B-1 Item Processing Description of Services.
This exhibit shall become effective 11/01/02.
Exhibit B-3 Item Processing Performance Standards a new document attached to
this amendment will be incorporated into the Agreement and become effective
11/01/02.
All other terms and conditions remain the same.
West Des Moines State Bank Fiserv Solutions, Inc.
d/b/a Fiserv-Des Moines
By: /s/ Timothy J. Byrnes By: /s/ Craig Marvin
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Name: Timothy J. Byrnes Name: Craig Marvin
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Title: Vice President/Cashier Title: President
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Date: 10/24/02 Date: 10/25/02
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All pricing set forth under this amendment will expire unless executed by both
parties to the agreement by October 31, 2002.
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Item Processing Description of Services
1. Proof: On each business day (excluding Saturdays, Sundays, and holidays),
Client will deliver to Fiserv Processing Center, checks and other items
deposited to accounts with Client. Client will provide extra deliveries in
support of proof operations for peak day processing. Peak day processing is
defined as any day when Client's volume is expected to exceed twenty
percent of daily average volume of the previous months volume divided by
the number of business days in the previous month.
a. Client will contract with and pay for a courier, to pick up and
deliver all work between Client and Fiserv. Both parties will
mutually agree upon the times of pick-up and delivery. Fiserv will
contact Client's after-hours primary bank contact(s) and apprise of
the situation(s) where Fiserv has not received the items from Client
locations by the agreed upon delivery times. Contact with one of the
four primary bank contacts is to be made prior to Fiserv exercising
its discretion, to delay, without liability, the processing of such
items until the next businesss day. Client agrees to provide
after-hours primary bank contact(s), as well as contacts for each bank
office location. Client agrees to update Fiserv of any changes in
Client contact personnel.
b. Client agrees to MICR encode documents to meet Fiserv requirements
(ABA and Account Numbers and Tran-codes).
c. Client is responsible for microfilming all items submitted to Fiserv.
d. Client agrees that all transactional entries, involving tellers' cash
tickets, general ledger entries, or loan entries shall be in balance,
and that Fiserv may return to Client, unprocessed, any transactional
entries that are not in balance.
e. Client agrees to segregate all over-the-counter items into batches not
to exceed three inches (3") in depth and to identify each such batch
with an appropriate batch header, which batch header shall meet
written requirements provided by Fiserv. Client further agrees to
segregate all items by type (i.e., single deposit items will be
batched separately from multiple deposit items).
f. Client agrees to include a batch manifest for each bag of work
submitted to Fiserv.
g. From the items submitted to Fiserv, Fiserv shall retrieve such "on-us"
information as may be necessary for the proper accounting of the items
and shall transmit this information, through telephone lines or by
such other means as Fiserv may, from time to time, deem appropriate to
Client's data processor for data processing.
h. Client authorizes Fiserv to create ledger holdover entries, deposit
corrections, or such other entries to balance transactions, except for
those transactions outlined in Section 1.d. above, as may be necessary
to the efficient processing of the items.
i. After Fiserv has completed the process of retrieving and transmitting
to Client's data processor the information necessary for data
processing, all over-the-counter items not drawn against Client shall
be forwarded for collection to such correspondent banks as Client may
designate from time to time in writing to Fiserv.
j. All items drawn against Client and those items internally generated
shall be returned to Client or held by Fiserv in accordance with
Client's written instructions.
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2. Encoding: Fiserv will encode the dollar amount on all items needing
encoding and presented to Fiserv as part of the Proof function described
above. Fiserv may encode additional fields, such as account numbers,
deposit ticket totals, or other items as specified by Client. Any such
encoding will be according to terms agreed to by Fiserv. In no event will
Fiserv be liable for losses to Client due to encoding errors if Client has
not satisfied all of its obligations set forth in Section 1 above. Should
Fiserv's encoding services fail to meet the performance standard for proof
of deposit set forth in Exhibit B-3, and Client incurs a potential loss due
to an encoding error, Client shall use its best efforts to collect the
amount in question from its customer (including without limitation,
commencing legal action against the customer, obtaining a judgment, and
attempting collection efforts based on said judgment) prior to submitting a
claim for damages to Fiserv. Prior to expending significant time or
incurring out of pocket expenses in the collection process. Client shall
consult with and obtain the authorization of Fiserv for any such
expenditure, and the parties shall give consideration to the amount of
potential loss and the likelihood of collection.
3. Exception Item Processing: Fiserv will either reject or pay items listed on
the appropriate report, in accordance with written instructions, by
Client's authorized officer or employee. The name of Client's officer or
employee giving such instruction shall be noted on the item or on such
other record as Fiserv may establish, together with the nature of the
instruction. If Client has not instructed Fiserv regarding the disposition
of any exception item drawn against Client by the agreed upon time each
day, then Fiserv shall return it through the presentment chain to the
depository bank or institution. Instructions to Fiserv on disposition of
items that are received after the agreed upon deadline or are changed can
result in a late charge. Should Fiserv's exception item processing fail to
meet the performance standard for exception item processing set forth in
Exhibit B-3, and Client incurs a potential loss due to an error, Client
shall use its best efforts to collect the amount in question from its
customer (including without limitation, commencing legal action against the
customer, obtaining a judgment, and attempting collection efforts based on
said judgment) prior to submitting a claim for damages to Fiserv. Prior to
expending significant time or incurring out of pocket expenses in the
collection process, Client shall consult with and obtain the authorization
of Fiserv for any such expenditure, and the parties shall give
consideration to the amount of potential loss and the likelihood of
collection.
4. Statement Rendition: All checks, drafts, and other orders for the payment
of money drawn against accounts at Client which are to be stored by Fiserv,
will be retained by Fiserv until the end of each Client's checking account
cycle. The items will be sorted, filed with the monthly statement, and
mailed to the depositor. Client agrees to have statements printed according
to predefined cycles and print classes. Statement enclosure counts will be
accurately and clearly reported in the top fold of the statement. If
required, Client agrees to expedite the return of any paid exception items
to Fiserv in order to facilitate timely statement processing. Fiserv will
apply proper postage, which will be pre- paid monthly (or as agreed upon by
Client and Fiserv) on an estimated basis by Client.
5. Inclearinqs: Client authorizes Fiserv to receive its inclearing items daily
from the Federal Reserve Bank. Fiserv will balance the inclearing items to
their cash letters, capture the items on magnetic media, microfilm or image
scan and transmit the account information to Client's data processor.
Fiserv will also pull out for further handling the appropriate items for
exception handling or scrutinizing, and deliver the items to bulk file
storage or to Client for further processing.
6. Courier Service: The parties hereto acknowledge that it will be necessary
to make arrangements for the transport of items, records, and other data
from Client to Fiserv. After Fiserv has provided the Item Processing
Services, selected items, records, and data must be transported from Fiserv
to Client. The parties further acknowledge that the cost of such
transportation shall be the sole responsibility of Client. Fiserv is
responsible for the cost to transport items and records from Fiserv to the
Federal Reserve Bank. The Federal Reserve Bank is responsible for
transporting items to Fiserv.
a. a. Client has the right to make provision for its own courier service
to provide the needed transportation as set forth in subsection 1.a.
above. Should Client not make provision for such courier service, or
should Client request that Fiserv make arrangements for such courier
service, then Fiserv, for the benefit of Client, shall make
arrangements for such a courier service. Client must notify Fiserv to
provide such courier service no less than thirty (30) days prior to
the date that Fiserv is to begin providing Item Processing Services.
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b. Client shall pay Fiserv for any and all charges, expenses, or costs
incurred by Fiserv in contracting for said courier service.
c. It is understood and agreed that Fiserv shall not have, or assume, any
liability or responsibility for such items, records, or data until
they have reached Fiserv premises and shall have no further
responsibility or liability for them after they leave Fiserv premises.
d. The courier service shall at all times be deemed the independent
contractor of Client, and shall not, at any time or under any
circumstances, be deemed the agent or employee of Fiserv, regardless
of whether said courier service, at any pertinent time herein, is
affiliated with or employed by Fiserv.
e. Fiserv will monitor and track deliveries for Client. Should a delivery
be missing, Fiserv will notify Client through appropriate channels.
Should there be any dispute as to the proper delivery of any records,
Fiserv's records of delivery will be accepted as the undisputed record
of delivery.
f. In the event that a client's cash letter is late in arrival to the
Federal Reserve Bank due to Fiserv error, Fiserv will reimburse Client
for the amount of lost interest credit or revenue. The reimbursement
will be calculated based on rate paid on Fed Funds during the period
of time this error occurred. Fiserv will not be responsible for
reimbursements due to circumstances beyond Fiserv's control such as
weather and acts of God or due to work delivered to Fiserv beyond
mutually agreed upon deadline.
7. Conversion Services: Fiserv will provide conversion services based on the
information provided by Client during the due diligence process. Following
Client's initial conversion to Fiserv Services, any additional requests
will be submitted to Fiserv at least 90 days prior to the required
implementation date. An estimate for the additional conversion services
will be provided. The implementation time for the conversion will be
delayed if Client requires more than three days to approve or decline the
conversion estimate. Client also acknowledges that Fiserv must approve any
changes to the MICR line and/or Account Number structure for Client prior
to proceeding with a conversion. Fiserv will make every reasonable attempt
to convert new MICR line and/or Account Number structures. Client agrees to
eliminate any non-standard MICR line and/or Account number structure as
identified during the due diligence process from its daily capture service
within 120 days after the initial conversion date. Client acknowledges that
Fiserv may elect to charge a fee such as the Special Statements Fee, for
all non-standard items processed in the service. Client acknowledges that
Fiserv may not be able to achieve the stated service level agreements on
accounts, transactions, or services involving non-standard MICR lines
and/or Account Number structures. In the event that the Account Number
appearing on the statement does not equal the Account Number on the MICR
line, Fiserv will not be responsible for any service level agreements
relating to statement preparation and rendition.
Initial Client conversion is based on the results obtained during the due
diligence process. This work would include an inclearings, POD and bulk
file sort pattern. In addition, it would include a single extraction
program to support the transmission of a daily inclearings and POD file to
a host site for processing. Sort specifications will be developed in
support of statement rendition services. Standard reporting will be
provided to Client to include a daily transaction report sorted in
transaction and account order, recaps of transmissions and cash letters,
and a daily cash report if required.
8. Research Services: Fiserv will provide research and photocopy services upon
request by Client. Upon receipt from Client of a request for subpoena work
or other significant or voluminous research work, Fiserv will attempt to
provide Client with an estimate of the time required and corresponding cost
to complete the request prior to commencing the research services,
9. Data Transmission: Client and Fiserv acknowledge and agree that Client has
separately contracted with Client's data processor to provide data
processing services for Client and that Fiserv shall have no responsibility
for the timeliness or quality of the service provided by Client's data
processor. Clients data processor shall deliver directly to Client all
reports generated from the data transmitted by Fiserv. Fiserv shall have no
responsibility for the timeliness of such delivery or for the adequacy or
accuracy of the reports supplied by Client's data processor, except for
errors caused by Fiserv failure to transmit information.
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Item Processing Performance Standards
1. Client preparation and presentation of work for Fiserv proof department
a. SUBJECT: Presentation and Delivery of Work
b. DESCRIPTION:
o Credits come before debits
o Customer deposit is the first credit
o Items are encoded with route/transit number, account number and
proper transaction code
o If multiple amounts, the correct total amount is circled
c. PROCEDURE: Fiserv will notify Client of specific non-performance
issues as required.
2. Client preparation and presentation of work for Fiserv proof department
a. SUBJECT: Categories
b. DESCRIPTION:
o Single items (one-on-ones) batched
o Multiple item transactions batched
c. PROCEDURE: Fiserv will notify Client of specific non-performance as
required.
3. Client preparation and presentation of work for Fiserv proof department
a. SUBJECT: Batches and Control Tickets
b. DESCRIPTION:
o All Tickets are teller stamped
o All items are properly logged and recorded for filming and then
microfilmed
o Bundles are limited to 3" or 250 items, whichever limit is
reached first.
o Tape listings accompany multiples
o Single item deposits have headers preceding them.
c. PROCEDURE: Fiserv will notify Client of specific non-performance
issues as required.
4. Client preparation and presentation of work for Fiserv proof department
a. SUBJECT: Work Shipment
b. DESCRIPTION:
o All work for proof is in a mutually agreed upon container.
o Correspondent bank correspondence in a mutually agreed upon
container.
o Other correspondence in a mutually agreed upon container.
c. PROCEDURE: Fiserv will notify Client of specific non-performance
issues as required.
5. Fiserv proof and balancing of work received from Client for processing
a. SUBJECT: Proof of Deposit for dollar amount encoding
b. DESCRIPTION:
o Dollar encoding errors to meet service goals
o Corrections made with accepted medium
o Customer Corrections are legible and complete
o Customer Corrections have the correct reason listed
o All Customer Corrections equal to or greater than $10.00 are
documented with accompanying copies as required.
o Items are endorsed with the proper bank stamp in proper
Regulation CC position
o Transaction Corrections using DDA debits and credits contain the
correct information
o Suspense documentation is legible and complete
o Items placed into holdovers by Fiserv will be documented
o Differences of under $10.00 will be charged to a DDA account
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c. SERVICE GOAL: 99.997 %
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with accompanying documentation to Client Services.
e. MEASUREMENT: Percent of Proof Encoding Volume
6. Fiserv modification of MICR rejects
a. SUBJECT: Reject Re-entry/Reconciling or Balancing
b. DESCRIPTION:
o Modified MICR reject errors to meet service goals
o Transaction Corrections using G/L debits and credits contain the
correct information
o Suspense documentation is legible and complete
o Items placed into suspense by Fiserv will be documented
o Differences of under $10.00 will be charged to a General Ledger
account
c. SERVICE GOAL: 99.7%
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with accompanying documentation to Client Services.
e. MEASUREMENT: Percent of Volume (Based on total rejects)
7. Fiserv preparation of outgoing transit items
a. SUBJECT: Transit Cash Letter Processing
b. DESCRIPTION:
o Cash Letters are sent out with correct total(s)
o Cash Letters are sent with complete bundle count(s)
o Cash Letter differences are explained
o Cash Letters for proper bank are used
o Cash Letters for the correct correspondent are used
o Cash Letters sent out in timely manner
o Low speed cash letters will be sent out within 24 hours of stated
deadlines
o On-us items will not be sent out in transit cash letters
c. SERVICE GOAL: Zero errors per cash letter endpoint per month
o Cash Letters Items sent out 100% of the time on time
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with appropriate documentation to Client Services.
e. MEASUREMENT: Record of Occurrence based on cash letter endpoints
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8. Fiserv capture and transmission of work from proof department.
a. SUBJECT: Second Shift Transmissions
b. DESCRIPTION:
o All transmissions are sent in the approved Fiserv format
o All transmissions are sent to Fiserv in such time to insure that
posting can be completed timely.
o Transmission deadlines will not be earlier than 11:00 p.m. Mon.
-Thurs. or 12:00 a.m. Friday
c. SERVICE GOAL: Transmission errors or delays are not to exceed two per
month that are within Fiserv's control.
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with accompanying documentation to Client Services.
e. MEASUREMENTS: Record of Occurrences
9. Fiserv processing of exception items (Outgoing Return Items) when Client
has submitted final return decisions by 2:00 p.m. daily
a. SUBJECT: Qualified Returned Items
b. DESCRIPTION:
o The correct items will be returned
o All returned items are stamped with the correct return reason
o The items Client wants returned are returned on the day they are
listed as exceptions
o G/L entries made for all check reversals
o Rejected debit totals balance
o Client will do notification of large items
o Items are returned within specified Regulation CC. time
requirements
o Items are paid using correct account number and trancode
o Proper bank's forms are used
c. SERVICE GOAL: 99.94% (6 errors per 10,000 return items)
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with accompanying documentation to Client Services.
e. MEASUREMENT: Percent of Total Qualified Return Items
10. Fiserv research of items, photocopy production
a. SUBJECT: Research
b. DESCRIPTION:
o The turn-around time for a research request will be 48 hours from
the time of receipt (unless Fiserv otherwise notifies Client, as
in the case of subpoena research or other significant or
voluminous research requests). Best effort will be made to
provide photocopy requests within 24-hours of request.
o For subpoena research or other significant or voluminous research
requests, Fiserv will provide a completion commitment estimate to
Client within 48 hours of receipt.
o Best effort will be made to produce quality photocopies
o Trace reports will be delivered to Client within 2 business days
c. SERVICE GOAL: 99.0% (1 error per 100 requests)
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with accompanying documentation to Client Services.
e. MEASUREMENT: Percent of Total Research Request and Photocopies Service
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11. Fiserv preparation of statements and check filing requirements
a. SUBJECT: Statement Preparation
b. DESCRIPTION:
o Client and Fiserv will mutually agree upon acceptable standards
for turnaround time of end of month and non-end of month
statements as well as hold and multiple statement processing
standards.
o Snag statements will be mailed out within two additional days.
o The correct customer's checks will accompany the statement.
o Hold statements that are properly labeled will be sent to Client
for handling.
o The correct number of statement pages is in the envelope.
o Client will submit statement stuffers to center with appropriate
instructions noted on the Stuffer Instruction Form. Stuffers must
arrive two days prior to cycle date to insure proper handling.
o The correct statement stuffer(s) will be included in the
statement.
o Notice of missing item(s) will be included in the statement if
the statement is missing 3 or fewer enclosures.
o Fiserv will monitor and report delays for receipt of statement
print to Client within 24 hours of the expected time of receipt.
c. SERVICE GOAL: 99.9% (10 errors per 10,000 Statements)
d. PROCEDURE:
o Client will notify Fiserv of specific non-performance issues by
submitting a service incident report in the form approved by
Fiserv with accompanying documentation to Client Services.
e. MEASUREMENT: Percent of Total Statements Rendered
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