EXHIBIT 10.2
CONTRACT
This agreement, made and entered into this 14th day of November 1999 by
and between BSC, Inc. of 450 Old Vine Street, Lexington, Kentucky, hereinafter
referred to as BSC and First Security Bank of Lexington, KY, hereinafter
referred to as First Security Bank.
WITNESSETH:
That for good and valuable consideration, the same being the mutual
covenants contained herein BSC and First Security Bank agree and contract as
follows:
1. DESCRIPTION OF SYSTEM
BSC will provide "on-line" data processing service to First Security
Bank in Lexington, using the Comprehensive Banking System (CBS) software of
Orlando, Florida. The software modules included in this system are:
a. Common File Subsystem - A single, real-time, on-line parameter
file which controls all processing.
b. Customer Information File Subsystem - A centralized file which
automatically tracks and correlates all of a customer's
banking relationships.
c. Proof of Deposit Subsystem - A central point of distribution
and control for all monetary transactions.
d. Transactions Subsystem - An integrated deposit system which
handles the processing of all transaction-based deposit
products, including Checking, Regular Savings, Club, NOW,
Money Market, etc.
e. Loan Subsystem - A combined system which supports the
automated processing of Real Estate, Commercial, and Consumer
Lending operation.
f. Time Subsystem - A system for processing all investment or
term-deposit accounts including CD, TDOA, IRA, SEP, Keogh
accounts, Repurchase Agreements, etc.
g. General Ledger Subsystem - An integrated accounting and
financial control system designed to support the detailed
information requirements of the entire organization.
2. DESCRIPTION OF SERVICES
The service provided by BSC will also include the following features:
a. First Security Bank or BSC entry, update, and retrieval (by
authorized employees)of data stored in a central processing
unit located on BSC premises through the use of display
stations and printer located at First Security Bank.
b. An average response time for "on-line" users at First Security
Bank display stations not to exceed eight seconds.
c. Access to the system during all work days and regular work
hours of First Security Bank.
d. The daily capture of the proof and transit items with
transmission of all data needed to update the subsystems.
e. The ability to process data in batches, if desired by First
Security Bank personnel, and to have high volume output, such
as transaction listings and master listings, printed at BSC
and delivered to First Security Bank on an emergency basis.
f. The utilization of data base management concepts and
techniques built into the system software operating on the
central processing unit.
g. The maintenance of BSC's standard backup and recovery
procedures which
1) provide for off-site storage of backup versions of
data files and programs,
2) ensure proper control of the status of data files and
their activity since last backup,
3) provide for alternative location availability for
operation in emergency situations, and
4) activate reconstruction procedures for data lost through
hardware or software malfunction, operator error, or other
unforeseen destruction.
3. DESCRIPTION OF HARDWARE
The hardware BSC will use in order to provide this service will include
the following:
a. Located at BSC
1) Central processing unit with magnetic disk, diskette and
tape storage,
2) Multiple display stations,
3) Line printers,
4) One digital service unit
b. Located at First Security Bank, Lexington, KY 1) One on-line
display stations and/or PC emulation cards, 2) One system printer,
3) One communication controller with Ethernet connection, 4) One
digital service unit.
c. Communication line between BSC and First Security Bank.
4. MAINTENANCE
BSC will at its expense, maintain all equipment furnished to First
Security Bank in good and proper working order with any necessary maintenance
and repair performed in a timely fashion. In the event that repair of equipment
named herein is necessary and the loss of use of said equipment during repair
causes hardship to First Security Bank, BSC will furnish similar equipment on
loan until the original equipment is restored to proper working order.
5. COURIER SERVICE
First Security Bank shall provide for all courier service.
6. FEE SCHEDULE
The monthly fee that First Security Bank agrees to pay BSC for the
performance of the above services will be $4,000.00 for the first twelve months
and $6,000.00 for the remaining months of the contract, such monthly fee to
become due and payable by the tenth of the month following services rendered.
TRAINING SERVICES
Additional training services may be performed either at First Security
Bank or at BSC, for a fee of $400.00 per day. Training necessitated by new
releases or updates by the CBS software vendor are excluded from any additional
charges.
8. ADDITIONAL PROGRAMMING SERVICES
Programming service for major modifications or major additions to the
above system after their installation shall be performed for a contracted fee
not to exceed $60.00 per hour at the time such modifications or additions are
defined.
9. DURATION AND TERMINATION
The period of this contract shall be for twenty four (24) consecutive
months beginning with the date of this contract.
10. INSURANCE
BSC is covered under the standard business policy which includes errors
and omission coverage with a liability limit of $1,000,000.00 and blanket
employee dishonesty protection with a liability limit of $100,000.00.
11. YEAR 2000
BSC certifies that the CBS software system used by BSC will be Year
2000 compliant and will operate with no disruption to First Security Bank's
business after December 31, 1999.
12. AUDITS
BSC will provide First Security Bank, on an annual basis, a copy of the
current year financial and operation audits conducted by BSC's independent third
party CPA or CPA firm.
13. PROPRIETARY NATURE OF DATA
It is agreed that all data and information furnished to BSC by First
Security Bank are to be regarded by the parties as confidential and are to be
held in confidence and safekeeping by BSC for the sole use of First Security
Bank.
14. LIMITATION OF LIABILITY
BSC agrees to use due care in processing First Security Bank work,
which care shall conform to proper data processing standards. BSC shall be
responsible for correcting any errors which are due to machine malfunctions or
programming error, provided that such errors are reported to BSC within 60 days
of receipt of information by First Security Bank.
15. This contract, and written amendments thereto, contain all the terms and
conditions agreed upon by the parties hereto, and no other agreement, oral or
otherwise, regarding the subject matter of this contract shall be deemed to
exist or to bind any of the parties hereto. All previous communications,
representations, warranties, promises, conditions, or agreements of any kind or
nature whatsoever shall not be binding upon the parties unless incorporated into
this contract directly or by reference. This contract covers and includes the
entire agreement between the parties.
16. This contract shall be governed by the laws of the Commonwealth of
Kentucky both as to interpretation and performance.
IN WITNESS WHEREOF, the parties hereto, individually and by their
respective and duly authorized officers, have hereunto set their name.
BSC, INC.
DATE: 11-14-99 President
First Security Bank
Lexington, Kentucky
President