EXHIBIT 10.6
RURBANC DATA SERVICES, INC.
DATA PROCESSING SERVICES AGREEMENT
This agreement is entered into effective as of July 1, 2000, by and between
Rurbanc Data Services, Inc., a wholly owned, subsidiary of Rurban Financial
Corporation, an Ohio Corporation located at 401 Clinton Street, Defiance, Ohio
43512 (there after referred to as "RDSI"), and
Macatawa Bank
250 E. Eighth St.
Holland, MI 49423
(hereinafter referred to as "Bank").
I. GENERAL STATEMENT CONCERNING SERVICES
The Bank agrees that RDSI may perform for the Bank certain services as
described in the schedule(s) attached hereto (the "Services"), and RDSI
agrees to perform such Services pursuant to the terms and conditions of
this Agreement. The Bank agrees to compensate RDSI for the Services in
accordance with the term of the Agreement.
II. TERM OF THE AGREEMENT
The initial term of the Agreement (the "initial term") shall commence
on the first date on which Services are provided to the Bank hereunder
(the "Commencement Date") and shall continue for a period of FIVE (5)
years. Thereafter, the term of the Agreement shall automatically
continue until it is terminated by the Bank or RDSI in accordance with
the terms hereof.
In addition to any other termination rights that exist under other
Sections of this Agreement, either the Bank or RDSI may terminate the
Agreement as of the end of Initial Term or at any time thereafter by
providing one hundred and eighty (180) days prior written notice to the
other party.
III. FEES FOR SERVICES
A. For the Services provided hereunder, the Bank shall initially pay
to RDSI the fees specified in the Fee Schedule attached hereto as
Addendum A (the "Fee Schedule"). The bank acknowledges that RDSI
may (i) decrease such fees at anytime, and (ii) by providing
thirty (30) days prior written notice to the Bank, increase any
such fees at any time after the second anniversary of the
Commencement Date, and the Bank agrees to pay such increased or
decreased fees. RDSI and the Bank have agreed that during the
first TWO years of the Agreement, rates shall be fixed at such
rates as described in the attached Addendum A-Fee Schedule.
Notwithstanding the foregoing, RDSI agrees that it will not
increase its fees, in the aggregate, by more than five percent
(5%) in either the third, fourth or fifth years of the Initial
Term.
B. Exceptions to the pricing arrangements specified in Section III.
A. above will be those related to increased account and
transaction volumes of the Bank; new applications and services not
presently utilized by the Bank; increased number of terminals or
workstations supported; Saturday processing, and services not
presently covered by the Agreement. Bank agrees to purchase its
own paper supplies, statements, checks, etc.
C. Bank acknowledges that the Fee Schedule does not include charges
for ground transportation/courier services. To the extent utilized
by the Bank, such transportation charges in addition to those
specified in Section III.A. above, will be calculated and invoiced
by RDSI to Bank based on allowable Internal Revenue Service
mileage and maintenance guidelines, plus salary considerations,
and will be subject to change by RDSI. RDSI agrees to obtain Bank
approval prior to utilizing any ground transportation/courier
services.
D. Bank further acknowledges that the Services provided do not
include Saturday processing; and that if, in the future, RDSI
provides Saturday processing to the Bank as part of the Services,
RDSI charges for such additional Services will be in addition to
those called for in Section III.A. above.
RURBANC DATA SERVICES, INC. PAGE 1
IV. CONVERSION
All expenses of conversion will be paid by the Bank, and will include
conversion and training fees, equipment purchases and modifications,
communication equipment and lines, ITI formal training classes, new
forms and supplies and other conversion cost items. The conversion
expenses will also include a conversion fee to RDSI in the amount of
$0.00, plus any out of pocket expenses incurred by RDSI in direct
----
relation to the conversion (i.e., lodging, meals, mileage, etc.), plus
----
any other out of pocket expenses incurred by RDSI in direct relation to
the deconversion of the Bank's existing processing system. The RDSI
conversion fee will be due upon invoicing. RDSI will provide the Bank
with the results of any conversion tests that are performed by RDSI.
The Bank agrees to notify RDSI of any potential problems which it
recognizes as a result of its review of such test results.
V. AUDIT
RDSI employs an internal auditor responsible for ensuring the integrity
of its processing environments and internal controls. In addition, RDSI
provides for periodic independent audits of its operations. In each
instance, RDSI will provide the Bank with a copy of the independent
audit within a reasonable time after its completion, and will charge
the Bank and each of its other clients a fee based on the pro rata cost
of the independent audit. RDSI will also provide a copy of the
independent audit to the appropriate regulatory agency having
jurisdiction over RDSI's provision of Services hereunder.
VI. CORRECTION OF ERRORS
All Services provided by RDSI hereunder shall be deemed acceptable to
the Bank unless the Bank, within 30 days following its receipt of the
-------
Services, has provided to RDSI a written notice which reasonably
identifies the claimed error together with supporting documentation
which reasonably supports the claim. In each such instance, RDSI
promptly and in good faith (i) will review that claim and where the
claim is meritorious (ii) will attempt to reprocess or otherwise remedy
the problem at its own cost and expense, subject to the limitations set
forth in Section VIII below. Work reprocessed due to error in data
supplied by Bank, on Bank's behalf by a third party, or by Bank's
failure to follow procedures set forth by RDSI will be billed to the
Bank at RDSI's then current rates as additional services hereunder.
VII. WARRANTIES
A. RDSI represents and warrants that: (i) the Services will conform
to the specifications, if any, set forth in the schedules attached
to this Agreement, (ii) RDSI will perform the Bank's work
accurately and in accordance with the provisions of the Agreement
including Section XIV hereof, provided that the Bank supplies
accurate data and information and follows the procedures described
in all of RDSI's documentation, notices and advice's; (iii) RDSI
personnel will exercise due care in providing the Services; (iv)
RDSIs performance hereunder will comply in aft material respects
with all Federal and State laws that are in existence as of the
effective date of this Agreement; and (v) the Services will be
capable of supporting Year 2000 functionality and will function in
accordance with the specifications of a multi-century,
multi-millennium environment. As used in the Section VII.A.,
"supporting Year 2000 functionality" shall mean that the Services
provided hereunder will provide fault-free performance in the
processing of dates and date-related data, including but not
limited to calculating comparing and sorting individually and in
combination with other RDSI products and services. As used in this
Section, "fault-free performance" shall mean the correct
manipulation of data containing dates prior to, through and beyond
January 1, 2000 (including leap year computations), without human
intervention. Any modifications required to conform the Services
provided by RDSI hereunder to Year 2000 functionality will be made
by RDSI at its own expense. However, associated costs for
assistance and testing of the data of Bank files and equipment
that may be required by various regulatory authorities will be the
responsibility of the Bank.
RURBANC DATA SEVICES, INC. PAGE 2
B. THE WARRANTIES STATED IN SECTION VII.A. ABOVE ARE LIMITED
WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY RDSI. RDSI DOES NOT
MAKE, AND THE BANK 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 RDSI FOR DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE
SERVICES.
C. The Bank represents and warrants that: (i) no contractual
obligations exist that would prevent the Bank from entering into
the Agreement; (ii) that throughout the term of this Agreement, it
will comply with all applicable regulatory requirements; (iii) it
will take such steps as are necessary to ensure that its own data,
files and equipment will be capable of supporting Year 2000
functionality; and (iv) it has requisite authority to execute,
deliver and perform this Agreement. The Bank shall indemnify and
hold harmless RDSI, its officers, directors, employees and
affiliates against any and all claims by third parties arising out
of the performance and nonperformance of the Service by RDSI
hereunder; provided, that such indemnity on the part of the Bank
shall not preclude the Bank from recovering direct damages from
RDSI pursuant to the terms and subject to the limitations of the
Agreement.
VIII. LIMITATION OF LIABLITY
A. Except as otherwise provided in the penultimate sentence of
Section VII.A. above, IN NO EVENT SHALL RDSI BE LIABLE FOR LOSS OF
GOOD WILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES ARISING FROM THE BANK'S USE OF THE SERVICES OR
RDSPS SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH
CLAIM ARISES IN TORT OR IN CONTRACT. RDSI'S AGGREGATE LIABILITY
FOR ANY AND ALL CAUSES OF ACTION RELATING TO THE SERVICES SHALL BE
LIMITED TO THE TOTAL FEES PAID BY THE BANK TO RDSI HEREUNDER FOR
TEE SERVICES RESULTING IN SUCH LIABILITY IN THE TWO-MONTH PERIOD
PRECEEDING THE DATE THE CLAIM ACCRUED; AND RDSI'S AGGREGATE
LIABILITY FOR A DEFAULT RELATING TO EQUIPMENT OR SOFTWARE SHALL BE
LIMITED TO THE AMOUNT PAID BY THE BANK FOR THE EQUIPMENT OR
SOFTWARE.
B. If the Bank's records or other data submitted for processing are
lost or damaged as a result of any failure by RDSI, its employees
or agents to exercise reasonable care to prevent such loss or
damages, RDSI'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 the Bank's possession.
IX. DISASTER RECOVERY
A. RDSI maintains a disaster recovery plan (the "Disaster Recovery
Plan") with respect to each of the Services. For purposes of the
Agreement, a "Disaster" shall mean any unplanned interruption of
the operations of or inaccessibility to RDSI's service center in
which RDSI, using reasonable judgement, requires relocation of
processing to a recovery location. RDSI shall notify the Bank as
soon as possible after RDSI deems a service outage to be a
Disaster. RDSI shall move the processing of the Bank's standard
services to a recovery location as expeditiously as possible and
shall coordinate the cut-over to back-up telecommunication
facilities with the appropriate couriers. The Bank shall maintain
adequate records of all transactions during the period of service
interruption and shall have personnel available to assist RDSI in
implementing the switchover to the recovery location. During a
disaster, optional or on-request services shall be provided by
RDSI only to the extent adequate capacity exists at the recovery
location and only after stabilizing the provision of base
services.
B. RDSI will work with the Bank to establish a plan for alternative
communications in the event of a Disaster.
RURBANC DATA SERVICES, INC. PAGE 3
C. RDSI will test the Disaster Recovery Plan periodically. The Bank
agrees to participate in and assist RDS1 with such test, if
requested by RDSI. Upon the Bank's request, test results will be
made available to the Bank's management, regulators, auditors and
insurance underwriters. RDSI will charge the Bank and each of its
clients a fee based on the pro rata cost of the disaster recovery
program-
D. RDSI will release to the Bank information necessary to allow the
Bank to develop, and the Bank agrees to develop with respect to
its own internal operations and equipment, a disaster recovery
plan that operates in concert with the Disaster Recovery Plan.
E. The Bank understands and agrees that the Disaster Recovery Plan is
designed to minimize, but not eliminate, risks associated with a
disaster affecting RDSI's service center. RDSI does not warrant
that the Services will be uninterrupted or error free in the event
of a Disaster, and no performance standards shall be applicable
during the pendency of any Disaster. The Bank shall be responsible
for adopting a disaster recovery plan relating to disasters
affecting the Bank's facilities and for securing business
interruption insurance or other insurance necessary for the Bank's
protection.
X. OWNERSHIP AND CONFIDENTIALITY
A. It is understood that the Bank is the legal owner of all data and
records relative to itself which may be in the possession of RDSI
and that such data and records may be obtained by the Bank via
machine readable form at a reasonable charge determined by RDSI,
as stated in Section XVH (Deconversion Considerations) of the
Agreement. RDSI is the owner of all programs and documentation.
B. RDSI and the Bank each agree that all information including, but
not limited to business methods, internal operations data and
customer records, communicated to it by the other either before or
after the effective date of this Agreement, was and shall be
received in strict confidence, shall be used only for the purposes
of this Agreement, and that no such information shall be disclosed
by the recipient party without the prior written consent of the
other party, and each agrees that each party will prevent the
disclosure to outside parties of the terms and provisions hereof,
except as may be necessary by reasons of legal, accounting, or
regulatory requirements beyond the reasonable control of RDSI or
the Bank, as the case may be.
C. This Agreement absolutely prohibits either party from disclosing
confidential information of the other, except as required by law
or court order or disclosure of information already in the public
domain through no fault of either party to the Agreement. Both
parties agree to notify the other of any breach of
confidentiality.
D. RDS1 and the Bank agree to indemnify and hold harmless the other
from any direct loss, damage cost or expense which the other may
sustain or incur by reason of any wrongful use by RDSI or the
Bank, as the case may be, or confidential information of the other
obtained in the course of the performance of this Agreement. In no
event, shall such indemnification extend to claims by or
information communicated by third parties not subject to the
Agreement.
E. RDSI agrees that it will comply with all applicable Federal and
State Banking regulations governing the use of disclosure of
information provided by the Bank.
F. RDSI shall establish and maintain reasonable safeguards against
the destruction or loss of the Bank's data in the possession of
RDSI.
G. RDSI will notify the Bank of any system changes that will effect
the Bank's procedures, reports, etc.
H. RDS1 and the Bank each agree that all Bank information, including
hard copy report media as well as on-line data, and all Bank
customer data, shall be held in strict confidence, and shall be
used only for purposes of the Agreement, and that no such
information shall be disclosed without the prior written
RURBANC DATA SERVICES, INC. PAGE 4
consent of the Bank. RDSI and Bank each agrees to take all
reasonable precautions to prevent the disclosure to outside
parties of the terms of this Agreement, except as required by law.
XI. PAYMENTS AND BILLING
Each month, RDSI will invoice the Bank for the fees referenced in
Section III above and for any other amounts that may be owing from the
Bank to RDSI under the terms of this Agreement. If any invoice is not
paid in full within thirty-one (31) days after the date of the invoice,
the unpaid portion will be subject to, and the Bank agrees to pay, a
service charge of one percent (1%) per month on such unpaid portion.
XII. GENERAL
A. The Bank acknowledges that it has not been induced to enter this
Agreement by any representation or warranty not set forth in this
Agreement. This Agreement, together with the addenda and schedules
attached hereto, contain the entire agreement of the parties with
respect to its subject matter hereof, and supersedes all existing
agreements and all other oral, written or other communications
with respect to such matters. This Agreement may not be modified
in any way except by a writing signed by both parties. If at any
time after the effective date of the Agreement, RDSI and the Bank
agree upon the provision of additional Services not originally
covered by this Agreement, such additional Services shall be dealt
with in an Addendum to this Agreement signed by both RDSI and the
Bank.
B. This Agreement may not be assigned by the Bank, in whole or in
part, without the prior written consent of RDSI. This Agreement
shall be binding upon and shall insure to the benefit of RDSI and
the Bank and their respective successors and permitted assigns.
C. If any provision of the Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality or enforceability
of the remainder of the Agreement shall not in any way be affected
or impaired thereby.
D. The Headings in this Agreement are intended for convenience of
reference and shall not affect its interpretation.
E. The individuals executing this Agreement on behalf of RDSI and the
Bank do each hereby represent and warrant that they are duly
authorized by all necessary action to execute the Agreement on
behalf of their respective principals.
F. This Agreement shall be governed by and construed in accordance
with the laws of the State of Ohio.
G. Neither RDS1 nor the Bank will be responsible for delays or
failures in performance resulting from acts reasonable beyond the
control of that party. Such acts will include, but not be limited
to (i) mechanical failures or breakdown of electronic data
processing equipment, (ii) shortages in supplies or materials,
(iii) strikes, lockouts, riots, civil disturbance, war or
insurrection, (iv) fire, epidemics or other casualty; (v)
earthquakes, floods, tornadoes, storms or similar acts of God,
(vi) destruction of data communication lines, or (vii)
governmental regulations or interference.
H. RDSI and the Bank agree that if at anytime documentation or other
information is in transit via ground courier from Bank to RDSI or
from RDSI to Bank, the party making the shipment will maintain or
cause the courier to maintain reasonable insurance with respect to
such items.
I. If at any time RDSI is required to incur costs for the express and
limited purpose of complying with changes in the law that (i)
occur after the effective date of this Agreement and (ii) relate
directly to the provision Services hereunder, RDS1 will be
entitled to charge the Bank and each of its other clients a pro
rata fee based upon such compliance costs incurred by RDSI.
RURBANC SERVICES, INC. PAGE 5
XIII. INTERNAL REVENUE SERVICE
As part of the Services, RDSI shall at all times attempt to comply with
all applicable Internal Revenue Service ("IRS") reporting requirements.
In that regard, if at any time, the IRS assesses a fine or penalty
against the Bank based upon information provided to the IRS by RDSI,
and RDSI, in its reasonable judgement, determines that the fine or
penalty did not result from erroneous information previously provided
to RDSI by the Bank, the subject to the liability limitations contained
in Section VIII hereof, RDSI will indemnify and save the Bank harmless
from such fines and penalties.
XIV. ON-LINE AVAILABILITY AND OTHER MATTERS
A. RDSI will make every reasonable effort to have On-Line Inquiry
Services available during the following hours:
--------------------------------- ---------------------------
On-Line Availability Schedule
--------------------------------- ---------------------------
8:00 a.m. - 7:00 p.m. Monday
8:00 a.m. - 7:00 p.m. Tuesday
8:00 a.m. - 7:00 p.m. Wednesday
8:00 a.m. - 7:00 p.m. Thursday
8:00 a.m. - 7:00 p.m. Friday
8:00 a.m. - 3:00 p.m. Saturday
Not Available Unless Previously Sunday
Arranged
Not Available Unless Previously Scheduled Holidays
Arranged *Based on Federal Reserve
Holiday Schedule
--------------------------------- ---------------------------
B. RDSI will provide system updates nightly for the Bank, Monday
through Friday, excluding Federal Reserve holidays. Saturday's
work will be posted or updated during Monday's nightly update. In
addition, Friday's actual reports typically will not be delivered
to the Bank until the following Monday morning, with delivery
being made by ground courier, via the MACROFICHE Report Storage
and Retrieval System, by the RECALL Optical Disk Systems, or by
other RDSI supported Report Storage and Retrieval System. Although
processing will not occur on Saturdays, the on-line system will be
available to the Bank on Saturday, so that regular business may be
conducted.
C. RDSI assures on-line availability for balance verification and
transaction authorization to the RDSI Enterprise Server (host
computer) at least ninety-five percent (95%) of the processing
time each month (excluding scheduled down time for normal system
maintenance) provided the Bank's network and data communication
lines are available. The Bank shall be notified at least one (1)
week in advance of any scheduled Enterprise Server (host computer)
downtime.
D. On a monthly basis, RDSI will assure that its on-line computing
facilities are available for the processing of the Bank's on-line
trarisactions at a minimum of ninety-five percent (95%) of the
time, measured over a calendar month at the point of departure
from the RDSI Enterprise Server (host computer).
E. On-line response time is a direct function of the data
communication line speed and the Bank's internal network. If
requested by the Bank, RDSI, as an additional service performed at
its standard rates, will assist the Bank in analyzing and
maintaining an acceptable and satisfactory response time and, when
necessary, will assist the Bank in attempting to improve the
response time.
F. As part of its customer service, RDSI will endeavor to respond to
the Bank's questions within an average response time of two (2)
hours after RDSI is contacted at its Customer Support Center.
RURBANC DATA SERVICES, INC. PAGE 6
G. RDSI will notify the Bank of any errors in the RDSI software or
operating system procedures that appear to impact the Bank
whenever such errors are detected by or reported to RDSI. Such
notification shall include a plan for correction of the error.
H. RDSI will provide the Bank two (2) weeks notice of any change in
routing operating procedures. Changes falling into this category
include but are not limited to: (i) persons to notify in the event
of a problem; (ii) form of communications; (iii) change in
processing or contact location; and (iv) hours of service, etc.
L RDSI will notify the Bank, in writing, of any enhancements or new
releases of the RDSI software not less than one (1) week prior to
implementation of such changes.
XV. TERMINATION
A. In the event that any correct invoice submitted by RDSI to the
Bank remains unpaid thirty-one (3 1) days after the date of the
invoice, RDSI, at its option, may terminate this Agreement. For
purposes of the Section XV.A. any invoice submitted by RDSI shall
be deemed correct unless, within thirty (30) days of the date of
the invoice, the Bank provides a written notice to RDSI which
states, with reasonable particularity and detail, the nature of
the claimed error.
B. Either RDSI or the Bank may terminate the Agreement in the event
that (i) the other party becomes the subject of any proceeding
under the Bankruptcy Code, or (ii) if any substantial part of the
other party's property becomes subject to levy, seizure,
attachment or sale by creditor or governmental agency, whether
pursuant to a receivership proceeding or otherwise.
C. Either RDSI or the Bank may terminate this Agreement as provided
in Section II above.
D. In addition to the termination rights previously provided for in
this Section XV., either RDSI or the Bank may terminate this
Agreement in the event that any other material breach of this
Agreement by the other party is not cured within ninety (90) days
following written notice stating, with reasonable particularity
and detail, the nature of the claimed breach.
XVI. REMEDIES
A. If at any time during the Initial Term of this Agreement, RDSI
terminates this Agreement pursuant to Section XV.A., Section XV.B.
or Section XV.D. above, then, RDSI shall be entitled to recover
from the bank - in addition to any amount accrued for Services
performed prior to the date of termination - as liquidated damages
and not as a penalty, an amount equal to the present value of all
payments remaining to be made hereunder for the remainder of the
Initial Term of this Agreement. For purposes of the preceding
sentence, the present value shall be computed using the "prime"
rate (as published in The Wall Street Journal) in effect at the
date of termination and "all payments remaining to be made" shall
be calculated based on the average of RDSI's invoices for the
three (3) months immediately preceding the date of termination.
RDSI and the Bank acknowledge and agree that in the event of a
termination of the character described in this Section XVI.A.,
RDSI will suffer substantial damages that are difficult or
impossible to quantify; that the amount calculated under the terms
of this Section XVI.A. is a reasonable estimate of RDSI's probable
damages; and that such amount shall be payable as liquidated
damages hereunder in the event of any such termination. The Bank
agrees to reimburse RDSI for any expenses, including reasonable
attorney's fees, that RDSI incurs in enforcing its remedies under
this Section XVI.A.
XVII. ARBITRATION
A. Any dispute or controversy arising out of this Agreement of 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
RURBANC DATA SERVICES, INC. PAGE 7
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 upon the choice of arbitrator within ten (10) days
after the first party seeking arbitration has given written notice
thereof, the arbitration shall be heard by three arbitrators, one
chosen by each party and the third chosen by those two
arbitrators. The arbitrators will be selected from a panel of
persons having experience with and knowledge of information
technology. A hearing of the merits of any claim for which
arbitration is sought by either party shall be commenced not later
than ninety (90) days from the date demand for arbitration is made
by the first party seeking arbitration. Any award by the
arbitrator(s) in any such arbitration proceeding shall be final
and binding upon the parties and a judgement thereon may be
entered in any court of competent jurisdiction.
B. Any arbitration proceedings shall be governed by the United States
Arbitration Act. The arbitrators shall apply the substantive law
of the State of Ohio, without reference to provision relation 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 the Agreement. The arbitrators shall have the
authority to grant any legal remedy that would have been available
had the parties submitted the dispute to a judicial proceeding.
C. If arbitration is required to resolve any disputes between the
parties, such proceeding shall be held in Columbus, Ohio or in
such other location that is mutually agreed upon by the parties.
XVIII. DECONVERSION CONSIDERATIONS
A. Upon termination of this Agreement, the Bank may obtain from RDSI
relevant data files and records for the purposes of deconversion
to an alternative data processing system via machine readable
media under the following pricing arrangement:
1. Magnetic Machine Readable Media - $150.00 per tape.
2. Bank agrees to purchase from RDSI, at RDSI's cost, all used
special form inventory previously purchased at RDSI's
expense.
3. All data processing line charges yet to be invoiced,
calculated to the estimated date of deconversion and actual
line disconnect order.
4. Programming and Software Deconversion Charges - $1,500.00
5. Additional charges, if any, directly relating to the
Deconversion, as assessed by Information Technology, Inc.
M71), Lincoln, Nebraska. These charges, if any, as determined
by ITI will be passed through directly to the Bank.
6. Reports, trials, listings, etc. - $50.00 per report.
B. The deconverison activities contemplated by this Section XVII.
Shall constitute additional services hereunder and the amounts
payable to RDSI therefore (i) shall be in addition to the fees
called for in the Fee Schedule referenced in Section III above,
and (ii) shall be due prior to RDSI's release of the information
in question.
C. The Bank shall not be required to pay any of the deconversion fees
or charges provided for in this Section XVIII. in the event this
Agreement is terminated by the Bank pursuant to either Section
XV.B. or Section XV.D. above.
XIX. NONSOLICITATION OF EMPLOYEES
During the term of this Agreement and for a period of twelve (12)
months thereafter, without prior written consent of the other, neither
RDSI nor the Bank will offer employment to or otherwise employ any
person employed by the other if the person was involved with the
Services provided under this Agreement.
RURBANC DATA SERVICES, INC. PAGE 8
XX. PATENT INDEMNITY
Each of RDSI and the Bank shall indemnify, defend and hold harmless the
other from any and all claims, actions, damages, liabilities, costs and
expenses, including without limitation reasonable attorney's fees and
expenses, arising out of any claims of infringement of any United
States letters patent, any trade secret, or any copyright, trademark,
service mark, trade name or similar proprietary rights conferred by
common law or by any law of the United States or any state alleged to
have occurred because of systems provided or work performed. However,
this indemnity will not apply unless the party seeking indemnity
informs the party from whom indemnification is sought full opportunity
to control the defense thereof, including without limitation any
agreement relating to settlement.
XXI. NOTICES
All notices and other communications hereunder shall be in writing and
will be deemed to have been given when delivered by hand or deposited
in the United States mail, first class (or in the case of a breach,
registered or certified, return receipt requested with proper postage,
registration and certification fees prepaid), addressed to the party
for whom intended at the respective addresses set forth below, or such
other address as may be designated pursuant hereto:
If to RDS: If to the Bank:
2010 Jefferson Avenue 250 E. Eighth St.
Defiance, Ohio 43512 Holland, NE 49423
Attention: Jon A. Brenneman Attention: , President & CEO
Executive Vice President
IN WITNESS WHEREOF, RDSI and the Bank have caused the Agreement to be
executed and delivered by their duly authorized representatives
effective as of the date first above written.
RURBANC DATA SERVICES, INC.
By: _____________________________________
Title: __________________________________
Macatawa Bank
Commencement Date: ______________________
By: _____________________________________
Title:___________________________________
RURBANC DATA SERVICES, INC. PAGE 9
ADDENDUM A - FEE SCHEDULE
PREMIER II SYSTEM
# of Cost per Account Monthly
Account Type Accounts per Month Account Status Minimum
===============================================================================================================================
DDA $0.35 Open Accounts on file $100.00
DDA $0.00 Closed Accounts on file
DDA $0.05 Statement Printing @ RDSI
Savings $0.30 Open Accounts on file $100.00
Savings $0.00 Closed Accounts on file
Certificates of Deposit $0.30 Open Accounts on file $100.00
Certificates of Deposit $0.00 Closed Accounts on file
Loan $0.35 Open Loan Accounts on file $100.00
Loan $0.00 Closed Loan Accounts on file
Central Information System $0.10 Per portfolio $100.00
Financial General Ledger
Management System 1-500 $1.20 Per Account
501-1000 $0.50 Per Account
1001+ $0.25 Per Account
Addenda's $0.025 Per Addenda
Automated Clearing House (ACH) INCLUDED
ATM Network Support $0.05 Per ATM/Debit Card Account $150.00
Communication Device Support
Includes PC's, CRT, Proof Machines,
Recall, Macrofiche, etc. 1-20 $30.00 Per Device
21+ $20.00 Per Device
Year End Processing; reporting and
IRS forms $0.15 Per Total Number of Accounts annually
Confirmations $0.10 Per Form - ON REQUEST ONLY
Check Printing @ RDSI $0.20 Per Check - ON REQUEST ONLY
Report Printing @ RDSI $50.00 ON REQUEST ONLY/Flat Fee
Mailing Labels $0.10 ON REQUEST ONLY
Magnetic Tape $75.00 Per Tape ON REQUEST ONLY
Communications Equipment and Line
Support and Maintenance $75.00 Per data line per month
Third Party Audit Review Pass through charge - subject to change
Disaster Recovery Contingency Plan Services Pass through charge - subject to change
RURBANC DATA SERVICES, Inc.
Dated: BY:
-------------------------------- ---------------------------------
TITLE:
---------------------------------
Macatawa Bank
Holland, MI
BY:
---------------------------------
TITLE:
---------------------------------
Data Processing Agreement
Addendum E1 - Telebanc System
(Equipment Located at RDSI)
The Telebanc System is RDSI's telephone banking module, and offers several
choices for bank customer to use touch-tone telephones to access bank services.
Per Month Per
Total Number of
FEES Accounts
================================================================================
RDSI Monthly Fee (With Bill Payment) $0.036
RDSI Monthly Minimum $300.00
RDSI Monthly Fee (Without Bill Payment) $0.029
RDSI Monthly Minimum $250.00
RDSI Monthly Telebanc Line & Interface Fee $100.00
RDSI Installation Fee $500.00
Other Considerations: Unisys Enhanced Poll Select
Price of Telephone Banking
Bank pays for 800 numbers and/or
telephone calls Pricing
based on five (5) year Data
Processing Agreement One-time
Script charge from
Intervoice $2,000.00-5,000.00
================================================================================
Early Termination Agreement: Waived [ ] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement.
TYPE: ________________________________ RURBANC DATA SERVICES, INC.
DATED:
---------------------------------
BY:
---------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
---------------------------------
TITLE:
---------------------------------
- ----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- ----------------------------------------
Data Processing Agreement
Addendum E5 - Third Party Pull File Electronic Banking Interface
RDSI will produce a file (Pull File) for the purpose of interfacing information
to the Bank's third party electronic banking system or software.
Per Month Per
FEES Pull File
================================================================================
RDSI Daily Pull File Fee $50.00
RDSI Weekly Pull File Fee $40.00
RDSI Monthly Pull File Fee $15.00
RDSI Premium Pull File Fee (*1st business day of the month) $20.00
________________________________________________________________________________
RURBANC DATA SERVICES, INC.
DATED:
-------------------------------------
BY:
-------------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-------------------------------------
TITLE:
-------------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: _____________________
- ----------------------------------------
Data Processing Agreement
Addendum F2 - Accounts Payable System
The Accounts Payable System provides comprehensive control of vendors, purchase
orders, invoices and checks, and introduces a new level of automation of the
effective compliments the financial information systems and the general ledger
accounting system.
Per Month Per
Total Number of
FEES Accounts
================================================================================
RDSI Monthly Fee
less than 50,000 total number of accounts $50.000
less than 100,000 total number of accounts $100.000
less than 150,000 total number of accounts $150.000
greater than 150,000 total number of accounts $200.000
RDSI Monthly Minimum $50.00
RDSI Installation Fee $250.000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Early Termination Agreement: Waived [ ] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement.
RURBANC DATA SERVICES, INC.
DATED:
----------------------------------------
BY:
----------------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
----------------------------------------
TITLE:
----------------------------------------
- -------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -------------------------------------
Data Processing Agreement
Addendum F5 - Stockholder Accounting System
The Stockholder Accounting System provides the Bank with the tools to monitor
the purchase and sale of its stock. Up to nine different stock plans per bank
may be designed to facilitate management of different common and preferred stock
offerings.
- --------------------------------------------------------------------------------
Per Month Per
Total Number of
Stockholder
FEES Accounts
- --------------------------------------------------------------------------------
RDSI Monthly Fee $0.15
RDSI Monthly Minimum $25.00
RDS1 Installation Fee $250.00
- --------------------------------------------------------------------------------
The SAS provides a through record of stockholders and stock plans. Cash and
stock dividends are automatically disbursed. Certificate buys and sells are
easily managed. Stock splits are easily modeled or actually performed, and proxy
mailing and tracking is completely accounted for.
- --------------------------------------------------------------------------------
Early Termination Agreement: Waived [ ] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement
RURBANC DATA SERVICES, INC.
DATED:
---------------------------------------
BY:
---------------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
---------------------------------------
TITLE:
---------------------------------------
- -----------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------
Data Processing Agreement
Addendum F10 - Platform Transfer Module
(Loan and Deposit Interface)
Per Month Per
Total Number of
FEES Accounts
- --------------------------------------------------------------------------------
Platform System with Interactive Deposit Interface
RDS1 Monthly Fee $0.005
RDS1 Installation Fee $500.00
- --------------------------------------------------------------------------------
Platform System with Interactive Loan Interface
RDS1 Monthly Fee $0.010
RDSI Installation Fee $500.00
- --------------------------------------------------------------------------------
TYPE:_________________
Software to be Interface:________________
- --------------------------------------------------------------------------------
Early Termination Agreement: Waived [_] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement.
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------------
BY:
-----------------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------------
TITLE:
-----------------------------------------
- -------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: ____________
DATE INVOICED: _____________
DATE INSTALLATION
FEE INVOICED: ______________
- --------------------------------
Data Processing Agreement
Addendum F13 - Safe Deposit Box System
The Safe Deposit Box System is a comprehensive system for managing and
controlling a safe deposit box inventory and associated customer accounts.
Per Month Per
Total Number of
Safe Deposit Box
FEES ACCOUNTS
================================================================================
RDSI Monthly Fee $0.15
RDSI Monthly Minimum $25.00
RDSI Installation Fee $250.00
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Early Termination Agreement: Waived [ ] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement.
RURBANC DATA SERVICES, INC.
DATED:
------------------------------------------
BY:
------------------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
------------------------------------------
TITLE:
------------------------------------------
- -----------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: ________________
DATE INVOICED: _________________
DATE INSTALLATION
FEE INVOICED: __________________
- -----------------------------------
- -----------------------------------
Data Processing Agreement
Addendum F14 - Credit Reporting Module
The Credit Reporting Module assigns Credit Bureau Reporting Codes and Credit
Bureau Type Codes to notes and
DDA loan accounts to streamline the reporting process.
FEES Per Tape
================================================================================
RDSI Tape Fee $15.00
- --------------------------------------------------------------------------------
*Fees are based on a per tape per credit bureau per reporting period. This
period is defined by the bank.
- --------------------------------------------------------------------------------
Early Termination Agreement: Waived [_] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement.
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------------
Data Processing Agreement
Addendum R1 - Insyte Report Writing System
Insyte Report Writing System is used primarily to access, create and write
reports using information and master files as of the end of the month.
FEES Per Month
================================================================================
RDSI Monthly Insyte Fee $100.00
*Includes Insyte for Windows, Insyte File Fee
(for access to end of month files, one set of manuals for 3
workstations)
RDSI Installation $350.00
- --------------------------------------------------------------------------------
Other Considerations
- --------------------
Insyte file for additional days (per file) $100.00
Installation for additional stations (per station) $ 50.00
RDSI Monthly Fees for additional stations (per station) $ 15.00
- --------------------------------------------------------------------------------
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------------
Data Processing Agreement
Addendum T1 - On-Line Teller Interface System
This "standard" on-line teller interface system memo posts transactions as they
occur at the teller window. The physical items are batched together and
processed later through a document capture device.
Per Month Per
Total Number of
FEES Accounts
================================================================================
RDSI Monthly Fee $0.02
RDSI Monthly Minimum $100.00
- --------------------------------------------------------------------------------
Interface Available:
- --------------------
Premier II Teller
EZ Teller System
UNISYS PWTeller System
- --------------------------------------------------------------------------------
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------------
Data Processing Agreement
Addendum M2 - Zip+4 and Delivery Point Process
This service is provided quarterly and involves extracting portfolio's that may
require nine digit zip code updates.
These portfolio's are then sent to the post office who then assigns a nine digit
zip code, inserts a delivery point and CASS certifies the bank. This allows the
bank who bar codes and has over 500 statements/mailing a postage reduction.
FEES Unit Price
================================================================================
RDSI Monthly Minimum $15.00
*Pass through charge - subject to change
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------------
Data Processing Agreement
Addendum M3 - Geographic Location Coding Processing
This service is provided every six months and involves extracting all loan
accounts, sending these extractions to ITI who uses a third party vendor which
inserts MSA Codes, Census Tract information, FHA/CRA State and County codes into
portfolio's, lines and notes
FEES Unit Price
================================================================================
RDSI Fee $75.00
*Pass through charge - subject to change
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------------
Data Processing Agreement
Addendum M6 - Errors and Omissions Insurance
For information purposes only
- --------------------------------------------------------------------------------
RDSI will carry Errors and Omissions Insurance Coverage as follows:
Electronic Data Processing Errors and Omissions Declared
Coverage: Limit of Liability $1,000,000.00
Deductible of $1,000.00 per claim
Errors and Omissions Insurance Coerage is Carried with Royal Insurance C ied
with Royal Insurance Company, 9300 Arrowpoint Blvd. Charlotte, NC 28217. RDSI
agrees to provide the Bank notification in the event of a change in insurance
carriers of cancellation of the policy by the insurance carriet. RDSI will
provide the Bank with a fiscal year-end financial statement each year, which is
December 31st.
- --------------------------------------------------------------------------------
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE
INSTALLED: _______________________
_________________
DATE INVOICED:
- -----------------------------------------
Data Processing Agreement
Addendum F19 - Delinquent Child Support System
The provisions of the 1996 Personal Responsibility and Work Opportunity
Reconciliation Act (Welfare Reform) require reporting of deposit accounts to
the state agencies responsible for collecting delinquent child support payments.
There modules provide a quick and easy method for reporting to state agencies.
FEES Per Month
================================================================================
RDS1 Monthly Fee $.0015/total accounts/Deposits & Loans
RDSI Monthly Minimum $25.00/month
RDS1 Installation Fee $250.00
================================================================================
================================================================================
Early Termination Agreement: Waived [_] Date: ____________
This Addendum has been licensed from ITI, based on a Three (3) Year Term. This
directly determines the price as quoted in this Addendum. In the event that the
Bank terminates this Addendum Agreement prior to the expiration date (which is
36 months from the date found on the bottom of this page), the following formula
will be used to calculate the early termination charge to be assessed to the
Bank.
The Early Termination Charge will be determined by taking the Average Total
Accounts (Loans and Deposits) previous three processing months, multiplied times
the per Account Monthly Fee, multiplied times the remaining months of this
agreement.
RURBANC DATA SERVICES, INC.
DATED:
-----------------------------------
BY:
-----------------------------------
TITLE: Executive Vice President
Macatawa Bank
Holland, MI
BY:
-----------------------------------
TITLE:
-----------------------------------
- -----------------------------------------
FOR OFFICE USE ONLY
- -------------------
DATE INSTALLED: __________________
DATE INVOICED: ___________________
DATE INSTALLATION
FEE INVOICED: ____________________
- -----------------------------------------