Exhibit 10
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Agreement Number:
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AGREEMENT
between
FISERV SOLUTIONS, INC.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and
Premier Financial Bancorp, Inc.
Huntington, West Virginia
September, 2004
AGREEMENT dated as of December 20, 2004 ("Agreement") between FISERV SOLUTIONS,
INC., a Wisconsin corporation ("Fiserv"), and Premier Financial Bancorp, Inc.,
a West Virginia Financial Institution ("Client").
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Fiserv and Client hereby agree as follows:
1. Term. The initial term of this Agreement shall be 63 Months and, unless
written notice of non-renewal is provided by either party at least 180 days
prior to expiration of the initial term or any renewal term, this Agreement
shall automatically renew for a renewal term of 5 years. This Agreement shall
commence on the earliest of the day Fiserv Services (as defined below) are first
used by Client or April 15, 2005.
2. Services. (a) Services Generally. Fiserv, itself and through its
affiliates, agrees to provide Client, and Client agrees to obtain from Fiserv
services ("Services") and products ("Products") (collectively, "Fiserv
Services") described in the attached Exhibits:
Exhibit A - Account Processing Services
Exhibit B - Item Processing Services
Exhibit H - Additional Services (Disaster Recovery)
Exhibit O - Internet Banking Services
The Exhibits set forth specific terms and conditions applicable to the
Services and/or Products, and, where applicable, the Fiserv affiliate so
performing. Client may select additional services and products from time to time
by incorporating an appropriate Exhibit to this Agreement.
(b) Conversion Services. Fiserv will convert Client's existing applicable
data and/or information to the Fiserv Services. Those activities designed to
transfer the processing from Client's present servicer to the Fiserv Services
are referred to as "Conversion Services". Client agrees to cooperate with Fiserv
in connection with Fiserv's provision of Conversion Services and to provide all
necessary information and assistance to facilitate the conversion. Client is
responsible for all out-of-pocket expenses associated with the Conversion
Services. Fiserv will provide Conversion Services as required in connection with
Fiserv Services.
(c) Training Services. Fiserv shall provide training, training aids, user
manuals, and other documentation for Client's use as Fiserv finds necessary to
enable Client personnel to become familiar with Fiserv Services. If requested by
Client, classroom training in the use and operation of Fiserv Services will be
provided at a training facility designated by Fiserv. All such training aids and
manuals remain Fiserv's property.
3. Fees for Fiserv Services. (a) General. Client agrees to pay Fiserv:
(i) estimated fees for Fiserv Services for the following month as
specified in the Exhibits;
(ii) estimated out-of-pocket charges for the following month payable by
Fiserv for the account of Client; and
(iii) estimated Taxes (as defined below) thereon (collectively,
"Estimated Fees").
Fiserv shall timely reconcile Estimated Fees paid by Client for the Fiserv
Services for the month and the fees and charges actually due Fiserv based on
Client's actual use of Fiserv Services for such month. Fiserv shall either issue
a credit to Client or provide Client with an invoice for any additional fees or
other charges owed. Fiserv may change the amount of Estimated Fees billed to
reflect appropriate changes in actual use of Fiserv Services. Estimated Fees may
be increased from time to time as set forth in the Exhibits. Upon notification
to and acceptance by Client, Fiserv may increase its fees in excess of amounts
listed in the Exhibits in the event that Fiserv implements major system
enhancements to comply with changes in law, government regulation, or industry
practices.
(b) Additional Charges. Fees for out-of-pocket expenses, such as
telephone, microfiche, courier, and other charges incurred by Fiserv for goods
or services obtained by Fiserv on Client's behalf shall be billed to Client at
cost plus the applicable Fiserv administrative fee. Such out-of-pocket expenses
may be changed from time to time upon notification of a fee change from a
vendor/provider.
(c) Taxes. Fiserv shall add to each invoice any sales, use, excise, value
added, and other taxes and duties however designated that are levied by any
taxing authority relating to the Fiserv Services ("Taxes"). In no event shall
"Taxes" include taxes based upon the net income of Fiserv.
(d) Exclusions. The Estimated Fees do not include, and Client shall be
responsible for, furnishing transportation or transmission of information
between Fiserv's service center(s), Client's site(s), and any applicable
clearing house, regulatory agency, or Federal Reserve Bank.
(e) Payment Terms. Estimated Fees are due and payable monthly upon receipt
of invoice. Client shall pay Fiserv through the Automated Clearing House. In the
event any amounts due remain unpaid beyond the 30th day after payment is due,
Client shall pay a late charge of 1.5% per month. Client agrees that it shall
neither make nor assert any right of deduction or set-off from Estimated Fees on
invoices submitted by Fiserv for Fiserv Services.
4. Access to Fiserv Services. (a) Procedures. Client agrees to comply with
applicable regulatory requirements and procedures for use of Services
established by Fiserv.
(b) Changes. Fiserv continually reviews and modifies Fiserv systems used
in the delivery of Services (the "Fiserv System") to improve service and comply
with government regulations, if any, applicable to the data and information
utilized in providing Services. Fiserv reserves the right to make changes in
Services, including but not limited to operating procedures, type of equipment
or software resident at, and the location of Fiserv's service center(s). Fiserv
will notify Client of any material change that affects Client's normal operating
procedures, reporting, or service costs prior to implementation of such change.
(c) Communications Lines. Fiserv shall order the installation of
appropriate communication lines and equipment to facilitate Client's access to
Services. Client understands and agrees to pay charges relating to the
installation and use of such lines and equipment as set forth in the Exhibits.
(d) Terminals and Related Equipment. Client shall obtain necessary and
sufficient terminals and other equipment, approved by Fiserv and compatible with
the Fiserv System, to transmit and receive data and information between Client's
location(s), Fiserv's service center(s), and/or other necessary location(s).
Fiserv and Client may mutually agree to change the type(s) of terminal and
equipment used by Client.
5. Client Obligations. (a) Input. Client shall be solely responsible
for the input, transmission, or delivery to and from Fiserv of all information
and data required by Fiserv to perform Services unless Client has retained
Fiserv to handle such responsibilities, as specifically set forth in the
Exhibits. The information and data shall be provided in a format and manner
approved by Fiserv. Client will provide at its own expense or procure from
Fiserv all equipment, computer software, communication lines, and interface
devices required to access the Fiserv System. If Client has elected to provide
such items itself, Fiserv shall provide Client with a list of compatible
equipment and software; Client agrees to pay Fiserv's standard fee for
recertification of the Fiserv System resulting therefrom.
(b) Client Personnel. Client shall designate appropriate Client personnel
for training in the use of the Fiserv System, shall supply Fiserv with
reasonable access to Client's site during normal business hours for Conversion
Services and shall cooperate with Fiserv personnel in their performance of
Services, including Conversion Services.
(c) Use of Fiserv System. Client shall (i) comply with any operating
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all
reports furnished by Fiserv for accuracy; and (iii) work with Fiserv to
reconcile any out of balance conditions. Client shall determine and be
responsible for the authenticity and accuracy of all information and data
submitted to Fiserv.
(d) Client's Systems. Client shall be responsible for ensuring that its
systems are Year 2000 compliant and capable of passing and/or accepting date
formats from and/or to the Fiserv System.
6. Ownership and Confidentiality. (a) Definition.
(i) Client Information. "Client Information" means: (A) confidential
plans, customer lists, information, and other proprietary material of
Client that is marked with a restrictive legend, or if not so marked with
such legend or is disclosed orally, is identified as confidential at the
time of disclosure (and written confirmation thereof is promptly provided
to Fiserv); and (B) any information and data concerning the business and
financial records of Client's customers prepared by or for Fiserv, or used
in any way by Fiserv in connection with the provision of Fiserv Services
(whether or not any such information is marked with a restrictive legend).
(ii) Fiserv Information. "Fiserv Information" means: (A) confidential
plans, information, research, development, trade secrets, business affairs
(including that of any Fiserv client, supplier, or affiliate), and other
proprietary material of Fiserv that is marked with a restrictive legend,
or if not so marked with such legend or is disclosed orally, is identified
as confidential at the time of disclosure (and written confirmation
thereof is promptly provided to Client); and (B) Fiserv's proprietary
computer programs, including custom software modifications, software
documentation and training aids, and all data, code, techniques,
algorithms, methods, logic, architecture, and designs embodied or
incorporated therein (whether or not any such information is marked with a
restrictive legend).
(iii) Information. "Information" means Client Information and Fiserv
Information. No obligation of confidentiality applies to any Information
that the receiving party ("Recipient") (A) already possesses without
obligation of confidentiality; (B) develops independently; or (C)
rightfully receives without obligation of confidentiality from a third
party. No obligation of confidentiality applies to any Information that
is, or becomes, publicly available without breach of this Agreement.
(b) Obligations. Recipient agrees to hold as confidential all Information
it receives from the disclosing party ("Discloser"). All Information shall
remain the property of Discloser or its suppliers and licensors. Information
will be returned to Discloser at the termination or expiration of this
Agreement. Fiserv 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 ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act. Recipient will use the same care and discretion
to avoid disclosure of Information as it uses with its own similar information
that it does not wish disclosed, but in no event less than a reasonable standard
of care. Recipient may only use Information in accordance with the purpose of
this Agreement. Recipient may disclose Information to (i) employees and
employees of affiliates who have a need to know; and (ii) any other party with
Discloser's written consent. Before disclosure to any of the above parties,
Recipient will have a written agreement with such party sufficient to require
that party to treat Information in accordance with this Agreement. Recipient may
disclose Information to the extent required by law. However, Recipient agrees to
give Discloser prompt notice so that it may seek a protective order. The
provisions of this sub-section survive any termination or expiration of this
Agreement.
(c) Residuals. Nothing contained in this Agreement shall restrict Recipient
from the use of any ideas, concepts, know-how, or techniques contained in
Information that are related to Recipient's business activities ("Residuals"),
provided that in so doing, Recipient does not breach its obligations under this
Section. However, this does not give Recipient the right to disclose the
Residuals except as set forth elsewhere in this Agreement.
(d) Fiserv System. The Fiserv System contains information and computer
software that are proprietary and confidential information of Fiserv, its
suppliers, and licensors. Client agrees not to attempt to circumvent the devices
employed by Fiserv to prevent unauthorized access to the Fiserv System,
including, but not limited to, alterations, decompiling, disassembling,
modifications, and reverse engineering thereof.
(e) Information Security. Fiserv shall implement and maintain appropriate
measures designed to meet the objectives of the guidelines establishing
standards for safeguarding non-public Client customer information as adopted by
any federal regulatory agencies having jurisdiction over Client's affairs.
(f) Confidentiality of this Agreement. Fiserv and Client agree to keep
confidential the prices, terms and conditions of this Agreement, without
disclosure to third parties.
7. Regulatory Agencies, Regulations and Legal Requirements. (a) Client
Files. Records maintained and produced for Client ("Client Files") may be
subject to examination by such Federal, State, or other governmental regulatory
agencies as may have jurisdiction over Client's business to the same extent as
such records would be subject if maintained by Client on its own premises.
Client agrees that Fiserv is authorized to give all reports, summaries, or
information contained in or derived from the data or information in Fiserv's
possession relating to Client when formally requested to do so by an authorized
regulatory or government agency.
(b) Compliance with Regulatory Requirements. Client agrees to comply with
applicable regulatory and legal requirements, including without limitation:
(i) submitting a copy of this Agreement to the appropriate regulatory
agencies prior to the date Services commence;
(ii) providing adequate notice to the appropriate regulatory agencies of
the termination of this Agreement or any material changes in Services;
(iii) retaining records of its accounts as required by regulatory
authorities;
(iv) obtaining and maintaining, at its own expense, any Fidelity Bond
required by any regulatory or governmental agency; and
(v) maintaining, at its own expense, such casualty and business
interruption insurance coverage for loss of records from fire, disaster,
or other causes, and taking such precautions regarding the same, as may
be required by regulatory authorities.
8. Warranties. (a) Fiserv Warranties. Fiserv represents and warrants that:
(i)(A) Services will conform to the specifications set forth in the
Exhibits; (B) Fiserv will perform Client's work accurately provided that
Client supplies accurate data and information, and follows the procedures
described in all Fiserv documentation, notices, and advices; (C) Fiserv
personnel will exercise due care in provision of Services; (D) the Fiserv
System will comply in all material respects with all applicable Federal
and State regulations governing Services; and (E) the Fiserv System is or
will be Year 2000 compliant. In the event of an error or other default
caused by Fiserv personnel, systems, or equipment, Fiserv shall correct
the data or information and/or reprocess the affected item or report at no
additional cost to Client. Client agrees to supply Fiserv with a written
request for correction of the error within 7 days after Client's receipt
of the work containing the error. Work reprocessed due to errors in data
supplied by Client, on Client's behalf by a third party, or by Client's
failure to follow procedures set forth by Fiserv shall be billed to Client
at Fiserv's then current time and material rates; and
(ii) it owns or has a license to furnish all equipment or software
comprising the Fiserv System. Fiserv shall indemnify Client and hold it
harmless against any claim or action that alleges that the Fiserv
System use infringes a United States patent, copyright, or other
proprietary right of a third party. Client agrees to notify Fiserv
promptly of any such claim and grants Fiserv the sole right to control the
defense and disposition of all such claims. Client shall provide Fiserv
with reasonable cooperation and assistance in the defense of any such
claim.
THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES
MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL
OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES
OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.
(b) Client Warranties. Client represents and warrants that: (A) no
contractual obligations exist that would prevent Client from entering into this
Agreement; (B) it has complied with all applicable regulatory requirements; and
(C) Client has requisite authority to execute, deliver, and perform this
Agreement. Client shall indemnify and hold harmless Fiserv, its officers,
directors, employees, and affiliates against any claims or actions arising out
of (X) the use by Client of the Fiserv System in a manner other than that
provided in this Agreement; and (Y) any and all claims by third parties through
Client arising out of the performance and non-performance of Fiserv Services by
Fiserv, provided that the indemnity listed in clause (Y) hereof shall not
preclude Client's recovery of direct damages pursuant to the terms and subject
to the limitations of this Agreement.
9. Limitation of Liability. (a) General. IN NO EVENT SHALL FISERV BE LIABLE
FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES ARISING FROM CLIENT'S USE OF FISERV SERVICES, OR FISERV'S SUPPLY OF
EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN
CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2 YEARS AFTER
SUCH CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO
FISERV FOR SERVICES RESULTING IN SUCH LIABILITY IN THE 2 MONTH PERIOD PRECEDING
THE DATE THE CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR A DEFAULT RELATING
TO EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE
EQUIPMENT OR SOFTWARE.
(b) Lost Records. If Client's records or other data submitted for
processing are lost or damaged as a result of any failure by Fiserv, its
employees, or agents to exercise reasonable care to prevent such loss or damage,
Fiserv's liability on account of such loss or damages shall not exceed the
reasonable cost of reproducing such records or data from exact duplicates
thereof in Client's possession.
10. Disaster Recovery. (a) General. Fiserv maintains a disaster recovery
plan ("Disaster Recovery Plan") for each Service. A "Disaster" shall mean any
unplanned interruption of the operations of or inaccessibility to Fiserv's
service center in which Fiserv, using reasonable judgment, requires relocation
of processing to a recovery location. Fiserv shall notify Client as soon as
possible after Fiserv deems a service outage to be a Disaster. Fiserv shall move
the processing of Client'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 carriers. Client shall
maintain adequate records of all transactions during the period of service
interruption and shall have personnel available to assist Fiserv in implementing
the switchover to the recovery location. During a Disaster, optional or
on-request services shall be provided by Fiserv only to the extent adequate
capacity exists at the recovery location and only after stabilizing the
provision of base services.
(b) Communications. Fiserv shall work with Client to establish a plan for
alternative communications in the event of a Disaster.
(c) Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan
periodically. Client agrees to participate in and assist Fiserv with such test,
if requested by Fiserv. Upon Client request, test results will be made available
to Client's management, regulators, auditors, and insurance underwriters.
(d) Client Plans. Fiserv agrees to release information necessary to allow
Client's development of a disaster recovery plan that operates in concert with
the Disaster Recovery Plan.
(e) No Warranty. Client understands and agrees that the Disaster Recovery
Plan is designed to minimize, but not eliminate, risks associated with a
Disaster affecting Fiserv's service center(s). Fiserv does not warrant that
Fiserv Services will be uninterrupted or error free in the event of a Disaster;
no performance standards shall be applicable for the duration of a Disaster.
Client maintains responsibility for adopting a disaster recovery plan relating
to disasters affecting Client's facilities and for securing business
interruption insurance or other insurance necessary for Client's protection.
11. Termination. (a) Material Breach. Except as provided elsewhere in this
Section 11, either party may terminate this Agreement in the event of a material
breach by the other party not cured within 90 days following written notice
stating, with particularity and in reasonable detail, the nature of the claimed
breach.
(b) Failure to Pay. In the event any invoice remains unpaid by Client 30
days after due, or Client deconverts any data or information from the Fiserv
System without prior written consent of Fiserv, Fiserv, at its sole option, may
terminate this Agreement and/or Client's access to and use of Fiserv Services.
Any invoice submitted by Fiserv shall be deemed correct unless Client provides
written notice to Fiserv within 15 days of the invoice date specifying the
nature of the disagreement.
(c) Remedies. Remedies contained in this Section 11 are cumulative and are
in addition to the other rights and remedies available to Fiserv under this
Agreement, by law or otherwise.
(d) Defaults. If Client:
(i) defaults in the payment of any sum of money due;
(ii) breaches this Agreement in any material respect or otherwise defaults
in any material respect in the performance of any of its obligations; or
(iii) commits an act of bankruptcy or becomes the subject of any
proceeding under the Bankruptcy Code or becomes insolvent or if any
substantial part of Client's property becomes subject to any levy,
seizure, assignment, application, or sale for or by any creditor or
governmental agency;
then, in any such event, Fiserv may, upon written notice, terminate this
Agreement and be entitled to recover from Client as liquidated damages an amount
equal to the present value of all payments remaining to be made hereunder for
the remainder of the initial term or any renewal term of this Agreement. For
purposes of the preceding sentence, 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 bills for the 3 months immediately preceding the date of
termination. Client agrees to reimburse Fiserv for any expenses Fiserv may
incur, including reasonable attorneys' fees, in taking any of the foregoing
actions. In the event of a material breach by Fiserv, client may terminate this
agreement without liability for any liquidated damages or termination fees
otherwise provided for in Section 11
(e) Convenience. Client may terminate this Agreement during any term by
paying a termination fee based on the remaining unused term of this Agreement,
the amount to be determined by multiplying Client's largest monthly invoice for
each Fiserv Service received by Client during the term (or if no monthly invoice
has been received, the sum of the estimated monthly billing for each Fiserv
Service to be received hereunder) by 50% times the remaining months of the term,
plus any unamortized conversion fees or third party costs existing on Fiserv's
books on the date of termination. Client understands and agrees that Fiserv
losses incurred as a result of early termination of the Agreement would be
difficult or impossible to calculate as of the effective date of termination
since they will vary based on, among other things, the number of clients using
the Fiserv System on the date the Agreement terminates. Accordingly, the amount
set forth in the first sentence of this subsection represents Client's agreement
to pay and Fiserv's agreement to accept as liquidated damages (and not as a
penalty) such amount for any such Client termination.
(i) written notice must be given 12 months in advance, specifying the
termination date.
(f) Merger. In the event of a merger between Client and another
organization in which Client is not the surviving organization and where the
other organization was not previously a user of Fiserv services similar to the
Services, Fiserv will allow an early termination of this Agreement upon the
following terms and conditions:
(i) written notice must be given 12 months in advance, specifying the
termination date;
(ii) Fiserv may specify a deconversion date based on its
previous commitments and work loads; and (
iii) Fiserv may charge a termination fee in accordance with subsection (e)
above.
(iv) Notwithstanding the foregoing, should Client acquire or merge with
another Fiserv Client utilizing similar services, and Client is the
surviving organization, or should Client be acquired by or merged into
another Fiserv Client utilizing similar services and Client is not the
surviving organization, Fiserv will allow a conversion to the successor or
surviving organization's system without paying any termination fee or
other similar charge upon the following terms and conditions:
A. Written notice must be given three (3) months in advance,
specifying the termination date;
B. Fiserv may specify a deconversion date based on its
previous commitments and work loads; and
C. The value of the surviving organization's Fiserv
agreement is greater than or equal to the combined value of
each organization's individual agreements, as of the
termination date. Where the value of the surviving
organization's agreement does not exceed combined value of
both agreements, the surviving organization shall extend its
agreement term to equal targeted value.
(g) Return of Data Files. Upon expiration or termination of this
Agreement, Fiserv shall furnish to Client such copies of Client Files as Client
may request in Fiserv's standard machine readable format along with such
information and assistance as is reasonable and customary to enable Client to
deconvert from the Fiserv System, provided, however, that Client consents and
agrees and authorizes Fiserv to retain Client Files until (i) Fiserv is paid in
full for (A) all Services provided through the date such Client Files are
returned to Client; and (B) any and all other amounts that are due or will
become due under this Agreement; (ii) Fiserv is paid its then standard rates for
the services necessary to return such Client Files; (iii) if this Agreement is
being terminated, Fiserv is paid any applicable termination fee pursuant to
subsection (d), (e), or (f) above; and (iv) Client has returned to Fiserv all
Fiserv Information. Unless directed by Client in writing to the contrary, Fiserv
shall be permitted to destroy Client Files any time after 30 days from the final
use of Client Files for processing.
(h) Miscellaneous. Client understands and agrees that Client is
responsible for the deinstallation and return shipping of any Fiserv-owned
equipment located on Client's premises.
12. Arbitration. (a) General. Except with respect to disputes arising from
a misappropriation or misuse of either party's proprietary rights, any dispute
or controversy arising out of this Agreement, or its interpretation, shall be
submitted to and resolved exclusively by arbitration under the rules then
prevailing of the American Arbitration Association, upon written notice of
demand for arbitration by the party seeking arbitration, setting forth the
specifics of the matter in controversy or the claim being made. The arbitration
shall be heard before an arbitrator mutually agreeable to the parties; provided,
that if the parties cannot agree on the choice of arbitrator within 10 days
after the first party seeking arbitration has given written notice, then 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 and at least one of the arbitrators selected will be an attorney. A
hearing on the merits of all claims for which arbitration is sought by either
party shall be commenced not later than 60 days from the date demand for
arbitration is made by the first party seeking arbitration. The arbitrator(s)
must render a decision within 10 days after the conclusion of such hearing. Any
award in such arbitration shall be final and binding upon the parties and the
judgment thereon may be entered in any court of competent jurisdiction.
(b) Applicable Law. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. 1-16. The arbitrators shall apply the
substantive law of the State of Wisconsin, without reference to provisions
relating to conflict of laws. The arbitrators shall not have the power to alter,
modify, amend, add to, or subtract from any term or provision of this Agreement,
nor to rule upon or grant any extension, renewal, or continuance of this
Agreement. The arbitrators shall have the authority to grant any legal remedy
available had the parties submitted the dispute to a judicial proceeding.
(c) Situs. If arbitration is required to resolve any disputes between the
parties, the proceedings to resolve the first such dispute shall be held in
Atlanta, Georgia, the proceedings to resolve the second such dispute shall be
held in Huntington, West Virginia and the proceedings to resolve any subsequent
disputes shall alternate between Atlanta, Georgia and Huntington, West Virginia.
13. Insurance. Fiserv carries the following types of insurance policies:
(i) Comprehensive General Liability in an amount not less than $1 million
per occurrence for claims arising out of bodily injury and property
damage;
(ii) Commercial Crime covering employee dishonesty in an amount
not less than $5 million;
(iii) All-risk property coverage including Extra
Expense and Business Income coverage; and (iv) Workers Compensation as
mandated or allowed by the laws of the state in which Services are being
performed, including $500,000 coverage for Employer's Liability.
14. Audit. Fiserv employs an internal auditor responsible for ensuring the
integrity of its processing environments and internal controls. In addition,
Fiserv provides for periodic independent audits of its operations. Fiserv shall
provide Client with a copy of the audit of the Fiserv service center providing
Services within a reasonable time after its completion and shall charge each
client a fee based on the pro rata cost of such audit. Fiserv shall also provide
a copy of such audit to the appropriate regulatory agencies, if any, having
jurisdiction over Fiserv's provision of Services.
15. General. (a) Binding Agreement. This Agreement is binding upon the
parties and their respective successors and permitted assigns. Neither this
Agreement nor any interest may be sold, assigned, transferred, pledged, or
otherwise disposed of by Client, whether pursuant to change of control or
otherwise, without Fiserv's prior written consent. Client agrees that Fiserv may
subcontract any Services to be performed hereunder. Any such subcontractors
shall be required to comply with all applicable terms and conditions.
(b) Entire Agreement. This Agreement, including its Exhibits, which are
expressly incorporated herein by reference, constitutes the complete and
exclusive statement of the agreement between the parties as to the subject
matter hereof and supersedes all previous agreements with respect thereto.
Modifications of this Agreement must be in writing and signed by duly authorized
representatives of the parties. Each party hereby acknowledges that it has not
entered into this Agreement in reliance upon any representation made by the
other party not embodied herein. In the event any of the provisions of any
Exhibit are in conflict with any of the provisions of this Agreement, the terms
and provisions of this Agreement shall control unless the Exhibit in question
expressly provides that its terms and provisions shall control.
(c) Severability. If any provision of this Agreement is held to be
unenforceable or invalid, the other provisions shall continue in full force and
effect.
(d) Governing Law. This Agreement will be governed by the substantive laws
of the State of Wisconsin, without reference to provisions relating to conflict
of laws. The United Nations Convention of Contracts for the International Sale
of Goods shall not apply to this Agreement.
(e) Force Majeure. Neither party shall be responsible for delays or
failures in performance resulting from acts reasonably beyond the control of
that party.
(f) Notices. Any written notice required or permitted to be given hereunder
shall be given by: (i) Registered or Certified Mail, Return Receipt Requested,
postage prepaid; (ii) confirmed facsimile; or (iii) nationally recognized
courier service to the other party at the addresses listed on the cover page or
to such other address or person as a party may designate in writing. All such
notices shall be effective upon receipt.
(g) No Waiver. The failure of either party to insist on strict performance
of any of the provisions hereunder shall not be construed as the waiver of any
subsequent default of a similar nature.
(h) Financial Statements. Fiserv shall provide Client and the appropriate
regulatory agencies so requiring a copy of Fiserv, Inc.'s audited consolidated
financial statements.
(i) Prevailing Party. The prevailing party in any arbitration, suit, or
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs, expenses, and attorneys' fees of bringing such arbitration, suit, or
action.
(j) Survival. All rights and obligations of the parties under this
Agreement that, by their nature, do not terminate with the expiration or
termination of this Agreement shall survive the expiration or termination of
this Agreement.
(k) Exclusivity. Client agrees that Fiserv shall be the sole and exclusive
provider of the services that are the subject matter of this Agreement. For
purposes of the foregoing, the term "Client" shall include Client affiliates.
During the term of this Agreement, Client agrees not to enter into an agreement
with any other entity to provide these services (or similar services) without
Fiserv's prior written consent. If Client acquires another entity, the
exclusivity provided to Fiserv hereunder shall take effect with respect to such
acquired entity as soon as practicable after termination of such acquired
entity's previously existing arrangement for these services. If Client is
acquired by another entity, the exclusivity provided to Fiserv hereunder shall
apply with respect to the level or volume of these services provided immediately
prior to the signing of the definitive acquisition agreement relating to such
acquisition and shall continue with respect to the level or volume of these
services until any termination or expiration of this Agreement.
(l) Recruitment of Employees. Client agrees not to hire Fiserv's employees
during the term of this Agreement and for a period of 6 months after any
termination or expiration thereof, except with Fiserv's prior written consent.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date indicated below.
For Client: For Fiserv:
Premier Financial Bancorp, Inc. Fiserv Solutions, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------- -----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ---------------------------------
Title: President Title: President - Fiserv Atlanta
------------------------------ --------------------------------
Date: December 2, 2004 Date: December 20, 2004
------------------------------- ---------------------------------
Exhibit A
Account Processing Services
Client agrees with Fiserv as follows:
1. Services. Fiserv will provide Client the Account Processing Services
("Account Processing Services") specified in Exhibit A - 1.
2. Fees. Client shall pay Fiserv fees and other charges for Account
Processing Services specified in Exhibit A - 2.
3. Responsibility for Accounts. Client shall be responsible for balancing
its accounts each business day and notifying Fiserv immediately of any errors or
discrepancies. Provided that Client immediately notifies Fiserv of any
discrepancy in Client's accounts, Fiserv shall, at its expense, promptly
recompute accounts affected by discrepancies solely caused by the Fiserv Systems
or provide for another mutually agreeable resolution. Fiserv will use its
commercially reasonable efforts to correct errors attributable to Client or
Client's other third party servicers. Reconstruction of error conditions
attributable to Client or to third parties acting on Client's behalf will be
done at prevailing rates as set forth in Exhibit A - 2.
4. Annual Histories. Fiserv currently maintains annual histories, where
applicable, for its clients. These histories can be used to reconstruct Client
Files in an emergency. However, in order to permit prompt and accurate
reconstruction of accounts, Client agrees to retain at all times and make
available to Fiserv upon request the most recent data printout(s) received from
Fiserv, together with copies or other accurate and retrievable records of all
transactions to be reflected on the next consecutive printout(s).
5. Hours of Operation. Account Processing Services will be available for
use by Client during standard Fiserv business hours, excluding holidays, as
specified in Exhibit A - 3. Account Processing Services may be available during
additional hours, during which time Client may use Services at its option and
subject to additional charges.
6. Protection of Data. (a) For the purpose of compliance with applicable
government regulations, Fiserv has an operations backup center, for which Client
agrees to pay the charges indicated in Exhibit A - 2. Copies of transaction
files are maintained by Fiserv off premises in secured vaults.
(b) Upon Client providing access to Client Files through Client's
customers' personal computers or voice response system, Client agrees to
indemnify and hold harmless Fiserv, its officers, directors, employees, and
affiliates against any claims or actions arising out of such access to Client
Files or any Fiserv files (including the files of other Fiserv clients) or the
Fiserv System or other Fiserv systems.
7. Processing Priority. Fiserv does not subscribe to any processing
priority; all users receive equal processing consideration.
8. Forms and Supplies. Client assumes and will pay the charges for all
customized forms, supplies, and delivery charges. Custom forms ordered through
Fiserv will be subject to a 15% administrative fee for warehousing and inventory
control. Forms ordered by Client and warehoused at Fiserv will be subject to the
administrative fee set forth in Exhibit A - 2.
9. Regulatory Supervision. By entering into this Agreement, Fiserv agrees
that the Office of Thrift Supervision, FDIC, or other regulatory agencies having
authority over Client's operations shall have the authority and responsibility
provided to the regulatory agencies pursuant to the Bank Service Corporation
Act, 12 U.S.C. 1867(C) relating to services performed by contract or otherwise.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit A to
the Agreement to be executed by their duly authorized representatives as of the
date indicated below.
Premier Financial Bancorp, Inc. Fiserv Solutions, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------- -----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------- ---------------------------------
Title: President Title: President - Fiserv Atlanta
------------------------------ --------------------------------
Date: December 2, 2004 Date: December 20, 2004
------------------------------- ---------------------------------
Exhibit A-1
Account Processing Services
Fiserv will provide Client with the following Account Processing Services:
I. Services and/or functions to be performed by Fiserv:
A. Maintain the necessary computer equipment in order to provide
Client with complete electronic bookkeeping service for
Deposit Accounts, Certificate Accounts, Loan Accounts, Central
Information System, Account Analysis, ACH (Receiving), General
Ledger, and On-Line Documentation five (5) days per week. The
Information Technology, Inc. (ITI) Premier II Banking System
will be used for Client's application processing.
B. Provide necessary assistance to Client for the initial set-up
to convert to the Fiserv system. Customer Service is provided
by toll-free telephone as follows:
(1) Full Customer Service specialists for all applications,
Monday through Friday - 8:00 a.m. to 5:00 p.m. (EST)
(2) Limited telephone coverage, Monday through Friday -
5:00 p.m. to 7:00 p.m. (EST)
(3) Emergency after hours Customer Service, via Beeper - 24
hours/day, 7 day/week
C. Receive transmitted transaction data from Client at Fiserv by
7:00 p.m. (EST) daily or receive transaction input at a Fiserv
center at mutually agreed time. If transaction data is not
received by this appropriate time, assurance cannot be made
for meeting the Client's scheduled needs the following day.
D. Reconcile Client's balancing totals.
E. Exercise reasonable care in handling data submitted to Fiserv
and hold all information received by Fiserv in strictest
confidence.
F. Calculate and provide figures for the daily accrual of
interest earned, late charges due, and service charges.
G. Transmit selected reports to Client's remote print facility or
Fiserv facility for printing.
II. Services, functions and requirements to be performed by Client for
participation in this agreement:
A. Purchase/lease all equipment required in the bank to utilize
the services provided by Fiserv.
B. Provide transmitted data to Fiserv's Computer Center daily by
7:00 p.m. EST, or provide input data to a Fiserv center by
mutually agreed times, records containing the necessary
information to process the applications.
C. Provide information on new accounts, change of address,
changes of title and status change through the on-line data
entry system.
D. Repair and re-enter for reprocessing all rejected items,
handle return items and reconcile controls.
E. Verify signatures and stop payments, cancel and file checks,
microfilm, assemble and mail statements, handle return items
and reconcile controls.
F. Balance work daily to General Ledger Controls, verify new and
re-issued coupon books, and mail notices.
G. Print and distribute reports selected by Client.
H. Provide necessary transportation and Content Insurance
coverage To and From Fiserv facility.
III. Fiserv will provide the following ancillary support services included in
the monthly processing fee.
Refer to Ancillary Module Current Fees Schedule, Exhibit A-5.
Exhibit A-2
Account Processing Services
Fiserv will provide Client with the following Account Processing Services at the
fees and prices indicated:
I. Fees to be paid monthly by Client to Fiserv for performance of the
services outlined in Section I:
A. Monthly Processing Fees
The Client will be charged a monthly fee per account (Deposit, Loan).
B. Loan Coupon Books* Each (Postage Additional)
C. Furnished by Client*
Postage/Courier Fees
Telephone Lines
Modems and Annual Modem Maintenance
In-Bank Terminal Equipment/Software
In-Bank Equipment/Software Maintenance
D. Conversion/Installation Fees
Client will be charged a flat fee to convert to
Fiserv Atlanta ITI services, Telebanc, Premier eCOM, ATM Positive
Balance File, Depcon Software, Service Bureau Director, and Prime.
Client will be responsible for applicable travel and related
expenses.
E. Supplies
All forms necessary to the daily operations of Fiserv's System
can be purchased through Fiserv at prices quoted at the time of
purchase.
F. Miscellaneous Services
XXXX Smart Reports will be provided and included in Base Monthly
Processing Fee. Additional services provided per Exhibit A-4.
G. Platform/Teller Interfaces
H. ATM/EFT Service
Installation Fees:
One-Time Charge
Per ATM Connect Fee
Per Network
Surcharge Set-Up
Surcharge Set-Up Per ATM
Communication Install Fee
Monthly Charges
ATM Base Fee
Network Support per Network
Card Base Record
Per ATM Connect Fee
Per ATM 7 X 24 Monitoring Fee
Communication Line Cost
Per Transaction Fees
ON/US Transaction Fees
Foreign Transaction Fees
Surcharge Transaction Fees
ATM Cards
Plastic Stock
New Card Order
PIN Mailer
Postage
Non-Atlanta Host Authorization
One-Time Set-Up
Monthly Charge
Positive Balance File (PBF)
One-Time Set-Up
Monthly Charge
Communications Charges
Visa Debit Processing
I. End of Year Processing
Per fee schedule published annually.
J. On-Line Terminal Support
K. Special Processing
L. Programming/Consulting
M. On-Site Support/Training
N. Deconversion Fees
File formats and magnetic tapes in Fiserv format will be provided
to designated processor as requested in writing providing the Client
has no outstanding payments to Fiserv. Charges for the creation and
delivery of these files will be computer run time or per
application per request, whichever is greater. All consulting
interpretation and computer time required for the deconversion will
be billed at per hour current rates.
O. Charges for Services
All processing fees defined may be changed annually after the
first anniversary of this Agreement. Each change shall be limited to
the greater of five percent (5%) or the change in the U.S. Department
of Labor, Consumer Price Index for the twelve (12) month period
preceding the anniversary date.
P. Fiserv Atlanta Account Processing Flex-Credit
Elimination of any standard services proposed or substantial
reduction in actual accounts converted could result in a reduction of
the total credit. This credit is not applicable to the ▇▇▇▇▇▇▇▇ for
third party services billed to Fiserv, or out-of-pocket expenses
incurred by Fiserv on behalf of Premier Financial Bancorp, Inc.,
i.e., data communications costs, travel expenses for Fiserv personnel
for on-site training. In the event that the contract is terminated
early as outlined in Section 11, in addition to the liquidated
damages and/or termination fees outlined in Section 11, Fiserv will
be compensated for the Flex-Credit received by the Client in
accordance with the following schedule: Years one (1) and two (2) one
hundred (100%) percent; Year three (3) Sixty (60%) percent; Year four
(4) forty (40%) percent; Year five (5) twenty (20%) percent.
Q. Conversion / Merger
The fee to convert an acquired branch or an acquired bank, or to
merge an institution will be limited to the following:
0 - 25,000 Accounts
25,001+ Accounts
Fees for ancillary ITI modules and Fiserv services will be billed
at the then current rates.
R. Divestiture of Holding Company Bank
Fiserv will allow xxx Bank(s) to be sold by Premier Financial
Bancorp, Inc. to a third-party within the initial 12 months of this
Agreement, Not withstanding Section 11 (e) of the Master Agreement,
termination for shall be . Notification of plan to deconvert
must be provided within the initial 12 months of the Agreement.
Additionally, Fiserv will provide deconversion services in accordance
with Section N in Exhibit A-2. Standard deconversion and termination
fees will apply to all banks sold between month 13 - 63 of this
Agreement.
S. Charter Merger of Client Organizations
At the Client's request, Fiserv Atlanta will merge Holding
Company Institutions into a single organization. Fiserv Atlanta will
merge the databases, integrate products, and scan for duplicate
portfolio numbers. In addition, Fiserv Atlanta will license the ITI
Institution Merge Module on the Client's behalf. The fee for this
service will be plus any applicable travel and related
expenses.
T. Fiserv Atlanta Miscellaneous Technology Credit
Client will receive a credit per month during the initial
term of the Agreement against monthly processing fees paid for the
services contracted in Exhibit ▇-▇, ▇-▇, ▇-▇, and O. Upon conversion
to Fiserv Services a base line number of accounts (deposit / Loan)
will be determined. On each January during the term of the agreement
the Fiserv Atlanta Miscellaneous Technology Credit will be increased
or decreased by the same percentage as the growth or decline in
account (deposit / loan) volume.
* All third party fees are subject to change without notice.
Exhibit A-3
Hours of Operation
The Fiserv Account Processing Center will be in operation for On-Line
Accounting Processing Services in accordance with the following:
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. - 7:00 P.M.
Saturday 8:00 A.M. - 4:00 P.M.
All times stated are in accordance with prevailing local times for the
Fiserv Account Processing Center. The Fiserv Account Processing Center will
observe national holidays, and will be closed for on-line operations.
PAPERLESS ITEM MODULE (PIM) SERVICES
Fiserv will provide PIM Services per the fees outlined below:
ACH Formatted File Input Service
Implementation Fee
Per Input Formatted File
ACH Origination Service
Implementation Fee
Per Monthly Fee
Miscellaneous Service Fees subject to change.
Exhibit A-5
ANCILLARY MODULES
One-Time
Description Fee Monthly Fee
General Ledger Accounting System
General Ledger Accounting System with
Cost Center Accounting
Asset Liability Management System
Bond Account System
Check Reconciliation
Fixed Asset System
Stockholder Accounting System
Accounts Payable System
Loan Custodial Module
Automated Collateral Insurance Reporting Module
Automated Credit Reporting Module
Delinquent Child Support Module
Holding Company Reporting Module
Federal Call Reporting Module
Safe Deposit Box Accounting System
On-Line Loan Collection Module
OFAC Reporting Module
Telebanc
EIM Decision Plan
Director (Enterprise License)
COLD Only
Director Document Imaging
Signature Management Module
Prime Data Warehousing
Workstation Software Per Separate Quote
Third Party Training Additional
PWTeller / EZ Teller / PLUS Teller / PII Teller
PII Platform (Deposit)
Platform Transfer CFI Loan/CFI Deposit/Bankers System
Deposit/Bankers System Loan/Formation Technologies Loan/
EZ Lender
Ancillary Module One-Time Fees and Monthly Fees subject to change.
Implementation travel and related expenses additional.
Exhibit ▇-▇
▇▇▇▇▇▇▇ ▇-▇
TABLE I
PERFORMANCE STANDARDS
---------------------------- -------------------------- ---------- ------------------------- -------------------------
Schedule Availability Critical Wt. Minimum Service Level Performance Standard
Application
---------------------------- -------------------------- ---------- ------------------------- -------------------------
07:00-19:00 M-F Online Uptime 5 98% 99.7%
07:00-16:00 Sat. All Applications
(Within 15 Minutes)
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
07:00-19:00 M-F Online Uptime 20 98% 99.7%
07:00-16:00 Sat. All Applications
(Exceeding 15 Minutes)
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
07:00-19:00 M-F Online Response 5 3 Seconds 1.5 Seconds
07:00-16:00 Sat. Time Backoffice **
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
07:00-19:00 M-F Online Response 10 5 Seconds 3 Seconds
07:00-16:00 Sat. Time Platform **
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
07:00-19:00 M-F Online Response 10 3 Seconds 1.5 Seconds
07:00-16:00 Sat. Time Teller **
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
7:30 T-Sat Batch Reports* 5 98% 99.7%
Remote Print
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
7:30 T-Sat Optical Reports 5 98% 99.7%
---------------------------- -------------------------- ---------- ------------------------- -------------------------
Definitions:
Uptime: The specified hour in which the Critical
Application is actually available for use
by End Users.
Response Time: The Time that is measured by stopwatch
between the instant and End User transmits
data (hits the Enter key) and the time the
same End User receives a response at the
originating workstation.
Minimum Service Level: The lowest level of service which is
maintained during any month before penalties
are assessed.
Performance Standard: The expected level of service to be
maintained in any month.
* Excludes SMART Reports, Special Requests and Statements
** Provided Client Has Sufficient Capacity at Client Locations
EXHIBIT A-6
TABLE II
PERFORMANCE CREDIT FORMULA
The number of days during a month in which a "Critical Application" falls below
"Minimum Standards" as an average for that day (shown herein as "N"), divided by
the number of business days in the month (shown herein as "D"), Equals the
percentage of below minimum standard time (shown herein as "P").
N / D = P
The "Weight" (shown herein as "W") divided by 100, times "P", times "N" would be
the credit percentage of that months invoice.
W/100 x P x N = CP or "Credit Percentage"
EXAMPLE: N (Number of days in a month below minimum standards) = 5
D (Number of business days in a month) = 20
P (N/D) = .25
W (Weight for downtime exceeding 15 minutes - from Table I) = 20
Equation: W/100 x P x N = Credit Percentage
Sample Solution: 20/100 x .25 x 5 = 25% credit percentage of
that months invoice.
Exhibit B
Item Processing Services
Client agrees with Fiserv as follows:
1. Services. Fiserv will provide Client the Item Processing Services
("Item Processing Services") specified in Exhibit B - 1.
2. Due Diligence. All necessary information concerning Client's
requirements for Item Processing Services shall be set forth in a business
assumptions list (the "IP Business Assumptions List"), which Client shall
complete prior to Fiserv rendering Item Processing Services hereunder. Client
acknowledges that Fiserv has relied on the information contained in the IP
Business Assumptions List in determining pricing and performance levels for the
Item Processing Services. In the event of material change(s) in the actual
volumes, types of items, and delivery times for work received from Client, as
compared to the IP Business Assumptions List, Fiserv shall have the right to
adjust its fees and/or performance standards accordingly upon 30 days' notice to
Client. Any increase in fees resulting from this due diligence process shall not
be subject to the CPI limitations as set forth in Section 3 below.
3. Fees. Client shall pay Fiserv the fees and other charges for the Item
Processing Services specified in Exhibit B - 1. Fees listed in Exhibit B - 2 are
valid for item processing services and locations that Client contracts for as of
the date of the Agreement. If Client wishes to obtain additional services and/or
use additional locations from Fiserv during the term of the Agreement, Fiserv
fees and services available, therefor will be quoted to Client upon request.
Fiserv agrees to give at least 30 days' notice to Client of any changes in the
rules and procedures established for processing items, unless such changes are
caused by changes made by the Federal Reserve System or otherwise beyond
Fiserv's control, not permitting Fiserv to give such advance notice. Fiserv
reserves the right to make such changes to the Exhibits without notice as may be
necessary to cover any increases in Federal Reserve System costs and charges or
in other costs and charges beyond Fiserv's control, including changes required
by applicable law or regulatory activity. The fees listed in Exhibit B - 2 may
be changed annually effective each January 1 beginning in the year 2006 upon 30
days notice to Client. Each change shall be limited to the change in the U.S.
Department of Labor, Consumer Price Index for All Urban Households ("CPI") for
the 12-month period preceding each January 1, or 3%, whichever is greater.
Fiserv will deliver to Client the notification of the fee change.
4. Performance Standards. Fiserv will perform the Item Processing Services
in accordance with the performance standards specified in Exhibit B - 3 (the
"Performance Standards"), subject to Client meeting its performance obligations
as set forth in Exhibits B - 1 and B - 3. Fiserv shall not be liable for any
damages or losses to Client for errors occurring within the limits of the
Performance Standards.
5. No Fiduciary Relationship. Fiserv shall perform such Item Processing
Services for which Fiserv shall subscribe as agent of Client, and Fiserv shall
not have by reason of this Agreement a fiduciary relationship with respect to
Client.
6. Lost, Destroyed, and Misplaced Items. Fiserv assumes no liability for
any item lost, destroyed, or misplaced while in transit before the item
physically arrives at the premises of Fiserv and is received by Fiserv. In the
event any items are lost, destroyed, or misplaced, and such event is not due to
gross negligence or intentional misconduct by Fiserv, Client shall be solely
responsible for the costs and expenses incurred by Fiserv in reconstructing any
such items and for any damages or other losses that may be incurred by Fiserv
due to the collection of such items. In the event Fiserv loses, destroys, or
misplaces deposited items as a result of gross negligence or intentional
misconduct after acceptance of said deposit, Fiserv shall be liable only for
reasonable reconstruction costs of the deposit. Reasonable reconstruction costs
shall be only those costs that arise from reconstruction of a microfilmed
deposit. Fiserv shall not be liable for reconstruction costs associated with a
deposit for which Client cannot provide a microfilmed record of such item(s)
contained in the deposit. In no event shall Fiserv be liable for the face value
of any lost or missing item(s).
7. Governmental Regulation. This Exhibit shall be governed by and is
subject to: the applicable laws, regulations, rules, terms and conditions, as
presently in effect or hereafter amended or adopted, of the United States of
America, Federal Reserve Board, Federal Reserve Banks, Federal Housing Finance
Board, and any other governmental agency or instrumentality having jurisdiction
over the subject matter of this Exhibit. Client agrees to abide by such
requirements and to execute and deliver such agreements, documents, or other
forms as may be necessary to comply with the provisions hereof, including,
without limitation, agreements to establish Fiserv as Client's Agent for
purposes of delivery of items processed hereunder from or to the Federal Reserve
Banks. Any such agreements shall be made a part of this Agreement and are
incorporated herein. A change or termination of such laws, regulations, rules,
terms, conditions, and agreements shall constitute, respectively, a change or
termination as to this Exhibit. Client data and records shall be subject to
regulation and examination by government supervisory agencies to the same extent
as if such information were on Client's premises.
8. Client Responsibilities. Client shall submit all items to Fiserv and
otherwise comply with all Client obligations in accordance with the requirements
set forth in Exhibit B - 1. Client shall maintain adequate supporting materials
(i.e. exact copies of items, records, and other data supplied to Fiserv) in
connection with the provision of Item Processing Services. Client shall provide
written notice of confirmation and/or verification of any instructions given by
Client, its agents, employees, officers, or directors to Fiserv in connection
with Fiserv's provision of Item Processing Services. Client shall be responsible
for balancing its accounts each business day and notifying Fiserv, within 7
business days, of any errors or discrepancies. In the event Fiserv discovers an
error or defect (Client understands that Fiserv shall be under no duty to
discover any such error or defect), Fiserv is authorized, in its sole
discretion, to correct any such error or defect and to make any adjustments in
order to correct such error or defect.
9. Definition of Item. An item is defined as all checks and other
documents presented to Fiserv for processing, transactional entries generated by
Client, such as teller cash tickets, general ledger entries, loan entries and
all control documents such as batch tickets.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit B to the
Agreement to be executed by their duly authorized representatives as of the date
indicated below.
For Client: For Fiserv:
Premier Financial Bancorp, Inc. Fiserv Solutions, Inc.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By:
--------------------------------- -----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------- ---------------------------------
Title: President Title: President - Mid Atlantic Region
------------------------------ --------------------------------
Date: December 2, 2004 Date:
------------------------------- ---------------------------------
Exhibit B-1
Item Processing Description of Services
1. Proof: On each business day (excluding Saturdays, Sundays, and holidays),
Client will deliver to the 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 20% of daily average volume of the previous month's 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. If Fiserv has
not received the items from Client locations by the agreed upon
delivery times, Fiserv may, in its sole discretion and without
liability, delay the processing of such items until the next business
day. Fiserv will contact Client's after-hours contact and apprise
said contact of the situation. Client agrees to provide an
after-hours contact and update that contact should there be any
change in Client personnel.
b. Client agrees to MICR encode documents to meet Fiserv requirements
(ABA and Account Numbers and ▇▇▇▇-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 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), and to provide a total for
each single batch.
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 subsection 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.
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.
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.
4. Statement Rendition: All checks, drafts, and other orders for the payment
of money drawn against accounts at Client that 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. Inclearings: 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 and from the Federal Reserve or Correspondent bank
to Fiserv. After Fiserv has provided the Item Processing Services,
selected items, records, and data must be transported from Fiserv to
Client and the Federal Reserve. The parties further acknowledge that the
cost of such transportation shall be Client's sole responsibility.
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 Client's benefit, shall make arrangements
for such a courier service. Client must notify Fiserv to provide such
courier service no less than 30 days prior to the date that Fiserv is
to begin providing Item Processing Services.
b. Client shall pay Fiserv for any and all charges, expenses, or costs
incurred by Fiserv in contracting for said courier service, as set
forth in Exhibit B - 2.
c. Client understands and agrees that Fiserv shall not have or assume
any liability or responsibility for such items, records, or data
until they reach Fiserv premises and that Fiserv shall have no
further responsibility or liability for them after they leave Fiserv
premises.
d. The courier service shall at all times be deemed Client's independent
contractor, and shall not, at any time or under any circumstances, be
deemed Fiserv's agent or employee, 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 any dispute exist as to the proper delivery of any
records, Fiserv's records of delivery will be accepted as the
undisputed record of delivery.
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 3 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 listed
in Exhibit B - 2, for all non-standard items processed in the service.
Client acknowledges that Fiserv may not be able to achieve the stated
performance standards 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 performance
standards relating to statement preparation and rendition.
Initial Client conversion is based on the results obtained during the due
diligence process. This work includes an inclearings, POD, and bulk file
sort pattern. In addition, it includes 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. Client's 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.
10. Image Services: Fiserv will provide CD-ROM containing retrievable images
of processed checks to Client's courier as agreed. Weekly and Daily CD's
are dispatched the next business day. End-of-Month (EOM) CD's are
dispatched within 4 business days. Fiserv will provide Client with remote
research availability or exception item decision support via a work
station from 8:00 AM Eastern Time to 12:00 AM Eastern Time Monday through
Friday, excluding holidays, and on weekends and holidays from 8:00 AM
Eastern Time to Noon Eastern Time.
a. Fiserv will image capture Inclearings and POD through item capture.
b. Re-enter transit all rejects.
c. Fiserv will retain items sent to Fiserv for processing for up to 90
days at the fee stated in Exhibit B - 2 and will maintain the ability
to furnish such items to a customer upon request during such period.
d. After 90 days, Fiserv will destroy items sent to it for processing.
e. Fiserv will create and render the image statements for the designated
accounts. Images of the front and if specified by Client for an
account, the back, or each item shall be included with each
statement.
f. Archive services are 0 - eighteen months on RAID, with a response
time of 10 seconds. Response time for items that are stored from
eighteen month through 84th month are available the next day.
Exhibit B-2
Item Processing Services Fees
Fiserv will provide Client with the Item Processing Services for the following
fees and prices indicated:
Fiserv Administrative Fee (excluding postage):
I. Item Handling - Sorter
---------------------- ---------------- ----------------- --------------------------------------------------------------
Service Volume/Range Unit Fee Description / Information
---------------------- ---------------- ----------------- --------------------------------------------------------------
In-Clearing Capture Per item. High-speed capture of MICR data, balancing to
Inclearing Totals and extracts. A sequence number is spray
endorsed on the items. Inclearings, Same Day Capture.
---------------------- ---------------- ----------------- --------------------------------------------------------------
In-Clearing Re- Correcting of MICR via on-line terminal
entry OVER 1%
---------------------- ---------------- ----------------- --------------------------------------------------------------
MICR encoding of all On-Us and Transit items received by
Fiserv from Client. All transactions are balanced. The
<4 hour window proof tape is forwarded to Client. POD, Transit, GL,
Proof Encoding >4 hour window Savings, Loans, Lock Box, Counter Items. Windows are based
>6 hour window on first deadline - (cash letter or transmission). For work
to be processed, minimum window is 3 hours.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Branch Capture Centralized server hosting of item capture performed
Hosting by clients remotely.
Branch Capture Image Entry of amount fields or other required
Field Entry fields on items that are not pre-encoded and/or re-entry or
correction of fields if done by Fiserv.
Branch Capture Balancing of transactions if done by Fiserv.
Balancing
Branch Capture Image Import of images captured remotely by the client.
Import
Branch Capture Use of Fiserv circuits into host site and helpdesk support.
network & helpdesk
---------------------- ---------------- ----------------- --------------------------------------------------------------
POD/Transit Capture High-speed capture of MICR data, balancing to proof totals,
out sorting of other On-Us Items (GL, Loan, etc.) creation
of various Cash Letters and extraction. A sequence number
is spray-endorsed on the items.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Reject Re-Entry and Correcting of MICR data via on-line terminals.
repair OVER 1%
---------------------- ---------------- ----------------- --------------------------------------------------------------
Reject Repair Client required stripping and re-qualification of items.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Microfilming Microfilming of prime pass items during capture. Inclearings,
On-Us or Counter Items, $15.00 minimum per roll.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Additional microfilming pass for Returns, Statement Items,
Microfilming Daily Finesort, Electronic Presentment. $15.00 minimum per
roll.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Microfilming Duplicate Additional roll of microfilm.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Deposit Corrections Corrections of Client deposit/teller errors. Photocopy
charges are extra.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Fee assessed to accept Same Day Settlement Cash Letters on
Same Day Settlement behalf of the Financial Institutions. This is in addition
to the per item fee charged as a part of the Inclearings.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Cash Letter Charge for preparation of Cash Letter(s)
Preparation
---------------------- ---------------- ----------------- --------------------------------------------------------------
Image item Scan Scanning of items for the purpose of Image Statements, Image
Archive and Retrieval.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Image item re-Scan Scanning of items for Clients that do not use other Item
Processing Services
---------------------- ---------------- ----------------- --------------------------------------------------------------
Image Reject Item Reject repair of image items.
Correction
---------------------- ---------------- ----------------- --------------------------------------------------------------
Single pass of On-Us items for the purpose of pulling items
Exception Item Pass for review/return to Client. Statement Cycles are also
pulled at this time.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Fine Sorting High speed sorting of
items into account
number order.
Inclearings, GL,
Savings, Loans, On-Us,
Cycle Sorting, Bulk
file Sort, Daily Fine
Sort.
---------------------- ---------------- ----------------- --------------------------------------------------------------
Serial Sorts High-speed sorting of
items into check
number order per
Client Request.
---------------------- ---------------- ----------------- --------------------------------------------------------------
II. Bookkeeping Services
--------------------------- ---------------- ---------------------------------------------------------------------------
Service Unit Fee Description / Information
--------------------------- ---------------- ---------------------------------------------------------------------------
Automated pulling of return items upon Client timely return decision.
Fiserv strips or inserts item into a document carrier, and encodes the
Returns Items - Qualified special Fed character and Routing Number of Bank of first deposit.
- Automated Fiserv balances the items, stamps the return reason, prepares the Return
Cash Letter advice, and delivers to the FRB.
--------------------------- ---------------- ---------------------------------------------------------------------------
Automated pulling of return items upon Client timely return decision.
Return Items - Raw - Items are balanced, stamped with the return reason, Cash Letter advice
Automated created and delivered to the FRB. FRB qualifies and processes the items.
--------------------------- ---------------- ---------------------------------------------------------------------------
Manual pulling of return items upon Client timely return decision.
Fiserv strips or inserts items into a document carrier, encodes the
Return Items - Qualified special Fed character and Routing number of the bank of first deposit.
- Manual Fiserv balances the items, stamps the return reason, prepares the Return
Cash Letter advice, and delivers to the FRB.
--------------------------- ---------------- ---------------------------------------------------------------------------
Return item processing that exceeds the normal 24-hour FRB window for
Late Return Items regular returns or is past the established deadline for the return decision.
Late Returns are subject to collection rules and procedures.
--------------------------- ---------------- ---------------------------------------------------------------------------
Fax Requests Copying and faxing as requested and defined by Client.
--------------------------- ---------------- ---------------------------------------------------------------------------
Client notifies Fiserv of the large items to be returned. Fiserv
Large Dollar Notification notifies the bank of first deposit the return. (Does include the
cost of the return.)
--------------------------- ---------------- ---------------------------------------------------------------------------
Chargeback Forwarding Fiserv forwarding of chargebacks via the next scheduled courier delivery
to the Client or re-deposit to the Fed. ($50.00 monthly minimum.)
--------------------------- ---------------- ---------------------------------------------------------------------------
Photo Copies Upon Client request, Fiserv creates a copy of a processed item from
microfilm and provides via fax, mail, or both.
Turn around within a 24-hour timeframe.
--------------------------- ---------------- ---------------------------------------------------------------------------
Upon Client request, Fiserv creates a copy of a processed item from
Photo Copies - Expedited microfilm and provides via fax, mail, or both. Turn around within a
4-hour timeframe.
--------------------------- ---------------- ---------------------------------------------------------------------------
Research Work Any Client requested research other than a Center-created error. Billed in
1/2 hour increments.
--------------------------- ---------------- ---------------------------------------------------------------------------
Original Item Retrieval Upon Client request, Fiserv pulls an original item for forwarding via
fax, mail, or both to the Client or FRB.
--------------------------- ---------------- ---------------------------------------------------------------------------
Fed or Correspondent Research of outages. (Plus Research time if over 1/2 hour).
Adjustments
--------------------------- ---------------- ---------------------------------------------------------------------------
Non-Cash Collection Fiserv forwarding of envelope via the next scheduled courier delivery to the
FRB.
--------------------------- ---------------- ---------------------------------------------------------------------------
Daily Fed Notification Notification of Daily Cash Letter Deposited at the FRB.
--------------------------- ---------------- ---------------------------------------------------------------------------
III. Image Archive
--------------------------- -------------------------- -----------------------------------------------------------------
Service Unit Fee Description / Information
--------------------------- -------------------------- -----------------------------------------------------------------
Seven Year Image Storage Storage of images for seven years using the Fiserv migrated
and Retrieval - First 2% media storage capability and the retrieval of up to the first
2% of Tier 1 items based on items captured for
archive each month during the first 18 months of storage.
--------------------------- -------------------------- -----------------------------------------------------------------
Over 18 months -7 Years Between 18 months and 7 years of storage.
--------------------------- -------------------------- -----------------------------------------------------------------
Under 18 Months & over 2%
--------------------------- -------------------------- -----------------------------------------------------------------
Seven Year Image Storage Each additional 1% of Image retrievals for Tier 1.
and Retrieval - Additional 1%
--------------------------- -------------------------- -----------------------------------------------------------------
IV. Fiserv Customer WorkStation (CWS)
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
CWS Image Applications Volumes Fees Description / Information
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Browser-based image viewer to retrieve images from the
Fiserv archive via the Internet. Viewer includes
▇▇▇.▇▇▇ Image Viewer access to Clients all-items index maintained within
Browser-based application: the Fiserv archive, a powerful research tool, and
Day-2 access to images.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Single Logon ID 1 One logon
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Logon 6-Pack 1 6-Pack allows for up to 6 Logon Assignments
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Logon 6-Packs 2 to 5 Discount applies to all 6-Packs used by Client
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Logon 6-Packs 6 to 10 Discount applies to all 6-Packs used by Client
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Installations greater than 60 Logons Bid provided for large-scale enterprisewide
installations
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Online archive and/or offline CD ROM image viewing
software. Online viewer includes access to Clients
CWS-IV Image Viewer all-items index maintained within the Fiserv archive,
Windows(R)-based application: a powerful research tool, and Day-2 access to images.
Offline viewer creates an index on Client's hard-drive
based upon CD's loaded into the application.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
One-time Purchasing Fee 1 Includes purchase of software and telephone-supported
installation and training. On-site installation and
training support available upon request on a time &
travel expense basis.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
One-time Purchasing Fee 2 to 10 See above.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
One-time Purchasing Fee Greater Bid provided for high-volume installation requests.
than 11
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
CWS-IV Upgrades & New Releases Cost to replace previously purchased CWS-IV Image Viewer
software for upgrades or new releases.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Monthly Online Viewer Access Fees:
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
Standard dial-in connection to a 610 Area Code or
Standard dial-in or dedicated circuit connection through an existing frame or dedicated
circuit to Fiserv.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
CWS-IQ Image Query CD ROM Scheduled production of CD ROM containing requested
images and a self-contained viewer.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
One-time special request CD ROM containing requested
CWS Ad Hoc CD ROM Request: images and a self-contained viewer.
The Fiserv Subpoena-Buster CD.
--------------------------------------- ---------- ----------------------- --------------------------------------------------------
V. Image Statements
--------------------------------------- ------------------------- -----------------------------------------------------------------
Service Unit Fee Description / Information
--------------------------------------- ------------------------- -----------------------------------------------------------------
Scan Marketing Image Scanning of a promotional marketing insert to be printed on the
Image Statements.
--------------------------------------- ------------------------- -----------------------------------------------------------------
Special Statement Cuts Creation of Image Statement not at a normal cycle date.
--------------------------------------- ------------------------- -----------------------------------------------------------------
Image Statement Rendition (per Rendition of statement. Composition and printing charge priced
Statement) separately.
--------------------------------------- ------------------------- -----------------------------------------------------------------
Image Statement Composition Non EOM Image statement composition and print file creation for non-
EOM.
--------------------------------------- ------------------------- -----------------------------------------------------------------
Image Statement Composition EOM Image statement composition and print file creation for EOM.
--------------------------------------- ------------------------- -----------------------------------------------------------------
Image Statement Print -Per side Printing charge for each side of composed Image statement.
--------------------------------------- ------------------------- -----------------------------------------------------------------
VI. Set up / Other Fees
-------------------------------- ------------------- -------------------------------------------------------------------
Service Unit Fee Description / Information
-------------------------------- ------------------- -------------------------------------------------------------------
Image Processing Set Up Fee
-------------------------------- ------------------- -------------------------------------------------------------------
If a combination of traditional services plus Imaging, the
Image Processing Minimum Per monthly minimum is XXXXX (Center discretion). Pass-through
Month charges excluded from minimum.
-------------------------------- ------------------- -------------------------------------------------------------------
Processing Minimum Per Month Traditional Item Processing Services. Pass-through charges
excluded from minimum.
-------------------------------- ------------------- -------------------------------------------------------------------
Programming Bid provided. Special requests that require detailed programming.
-------------------------------- ------------------- -------------------------------------------------------------------
Training Bid provided.
-------------------------------- ------------------- -------------------------------------------------------------------
Conversions / Implementation Conversion for Inclearing and Statement Services
Fee
-------------------------------- ------------------- -------------------------------------------------------------------
Elimination of any standard services proposed or substantial
reduction in actual accounts converted could result in a reduction
of the total credit. This credit is not applicable to the ▇▇▇▇▇▇▇▇
for third party services billed to Fiserv, or out-of-pocket expenses
incurred by Fiserv on behalf of Premier Financial Bancorp, Inc.,
i.e., data communications costs, travel expenses for Fiserv
IP Technology Credit - personnel for on-site training. In the event that the contract is
terminated early as outlined in Section 11, in addition to the
liquidated damages and/or termination fees outlined in Section 11,
Fiserv will be compensated for the Flex-Credit received by the
Client in accordance with the following schedule: Years one (1) and
two (2) one hundred (100%) percent; Year three (3) Sixty (60%)
percent; Year four (4) forty (40%) percent; Year five (5) twenty
(20%) percent.
-------------------------------- ------------------- -------------------------------------------------------------------
Client will receive a credit per month during the initial
term of the Agreement against item processing fees paid. Upon
conversion to Fiserv Services a base line number of items (POD /
Monthly Processing Credit Inclearing) will be determined. On each January during the term
of the agreement the Monthly Processing Credit will be increased or
decreased by the same percentage as the growth or decline in items
(POD / Inclearing).
-------------------------------- ------------------- -------------------------------------------------------------------
VII. Customer Printed Statements - Rendering & Safekeeping (truncated)
------------------------------- -------------------- -------------------------------------------------------------------
Service Unit Fee Description / Information
------------------------------- -------------------- -------------------------------------------------------------------
Bulk File Storage Bulk filed items housed in Fiserv facility pending statement
processing.
------------------------------- -------------------- -------------------------------------------------------------------
Truncated/Image Item Storage Truncated/Imaged items housed in Fiserv facility pending
& Destruction destruction after 60 days.
------------------------------- -------------------- -------------------------------------------------------------------
Additional Storage Items housed in Fiserv facility over the 60-day storage.
------------------------------- -------------------- -------------------------------------------------------------------
Machine rendering of statements (Additional charge per
Statement Rendering - statement for month end cycle drop). Statement format must
Automated adhere to specifications for automated equipment (see below).
------------------------------- -------------------- -------------------------------------------------------------------
Statement Rendering - Manual Manual rendering of statements. (Additional charge per
statement for month end cycle drop and /or Combined Statements)
------------------------------- -------------------- -------------------------------------------------------------------
Non Enclosure Statements that do not contain enclosures such as Truncated,
Statements-Truncated Manual Savings, CD, Loan and Analysis (truncated manual).
------------------------------- -------------------- -------------------------------------------------------------------
Statements that do not contain enclosures such as Truncated,
Non Enclosure Statements Savings, CD, Loan and Analysis (truncated automated). Statement
Truncated-Automated format must adhere to specifications for automated equipment.(see
below)
------------------------------- -------------------- -------------------------------------------------------------------
Statements that do not conform to general bulk file procedures -
Special and Hold Statements daily, weekly, BI-weekly cycles, conversion cycles, one-time
requests, differences in enclosure counts.
------------------------------- -------------------- -------------------------------------------------------------------
Statement Items Inserted
Manual Items are matched to corresponding Statements and prepared for
Statement Items Inserted mailing. Also used for inserting promotional items, stuffers,
Automated and additional pages.
------------------------------- -------------------- -------------------------------------------------------------------
Selected Field Inserts Bid provided.
------------------------------- -------------------- -------------------------------------------------------------------
Statement/Envelope Inventory Inventory of Statement forms and envelopes.
Management
------------------------------- -------------------- -------------------------------------------------------------------
Reformatting from Print file Creation of reformatted print file upon receipt of statement file.
------------------------------- -------------------- -------------------------------------------------------------------
Other Mailings Bid provided.
------------------------------- -------------------- -------------------------------------------------------------------
Statement Printing Non Image Bid provided if service available.
------------------------------- -------------------- -------------------------------------------------------------------
VIII. Miscellaneous
----------------------------- -------------- ---------------------------------------------------------------------------
Service Unit Fee Description / Information
----------------------------- -------------- ---------------------------------------------------------------------------
Research requested by subpoena. Billed in 1/2 hour increments plus
Photocopy fee. Bid provided. Client agrees to pay Fiserv's then-current
Subpoena Requests/Research charges for all subpoena requests, research, and copying services
provided by Fiserv following termination or expiration of this Agreement.
----------------------------- -------------- ---------------------------------------------------------------------------
Special Handling - Account Bid provided.
Number Formats
----------------------------- -------------- ---------------------------------------------------------------------------
Special Handling - Multiple Bid provided.
R/T Numbers
----------------------------- -------------- ---------------------------------------------------------------------------
Data Entry Bid provided.
----------------------------- -------------- ---------------------------------------------------------------------------
Receipt and manifesting of any direct deposit from Client's customer to
Deposit Bag/Envelope IP Center or special handling. xxxxxx monthly minimum and xxxxxx per
Handling (Optional service) occurrence for cash handling fee.
----------------------------- -------------- ---------------------------------------------------------------------------
Microfiche - Original Original record of MICR items captured daily.
----------------------------- -------------- ---------------------------------------------------------------------------
Microfiche - Duplicate Duplicate microfiche copy of MICR items captured daily for Client copy.
----------------------------- -------------- ---------------------------------------------------------------------------
Transmitting of MICR data to a Client application processor (non-Fiserv
Transmission Also for the receipt of Exception Item Files/Statement File/Print File
(Minimum $15.00 per file).
----------------------------- -------------- ---------------------------------------------------------------------------
Statement must contain bar coding compatible to the equipment being used.
The bar coding must reflect the number of enclosures and page
identification. The enclosure count must accurately reflect the number
of expected items excluding stuffers. Bar coding must reflect if the
Statement Format -Automated statement is a "Special Pull" or a "Hold" statement. The checks to be
Equipment Requirements rendered must have "stop document dividers" between accounts. There must be
a maximum number of items and statement stuffers (defined by IP
Center). The envelopes must meet size criteria, usually defined as
Standard #10 and must be a "wet seal" not "self seal". Truncated
accounts must be separated from accounts receiving checks.
----------------------------- -------------- ---------------------------------------------------------------------------
Exhibit B-3
Item Processing Performance Standards
1. Client preparation and presentation of work for Fiserv proof department
a. SUBJECT: Presentation and Delivery of Work
b. DESCRIPTION: - Credits come before debits
- Customer deposit is the first credit
- Items are encoded with route/transit
number, account number, and proper trancode
- If multiple amounts, correct amount is
circled (Currency not to be included)
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: - Single items (one-on-ones)batched
- 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: - All Tickets are teller stamped
- All items are properly logged and recorded
for filming and then microfilmed - Bundles
are limited to 3" or 250 items, whichever
limit is reached first. - Tape listings
accompany multiples - Single item deposits
have headers preceding them and a tape
listings
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: - All work for proof is in clear plastic bag
- Correspondent bank correspondence in clear
plastic bag - Clear plastic bag is in the
Fiserv bag - Other correspondence in the
Fiserv bag
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: - Dollar encoding errors to meet service
goals
- Corrections made with accepted medium -
Customer Corrections are legible and
complete - Customer Corrections have the
correct reason listed
- All Customer Corrections over $100.00 are
documented with accompanying copies as
required - Items are endorsed with the
proper bank stamp in proper Regulation CC
position - Transaction Corrections using G/L
debits and credits contain the correct
information - Suspense documentation is
legible and complete - Items placed into
holdovers by Fiserv will be documented -
Differences of under $10.00 will be charged
to a General Ledger account
c. SERVICE GOAL: 99.997 %
d. PROCEDURE: 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: - Modified MICR reject errors
to meet service goals
- Transaction Corrections using G/L debits
and credits contain the correct information
- Suspense documentation is legible and
complete - Items placed into suspense by
Fiserv will be documented - Differences of
under $10.00 will be charged to a General
Ledger account
c. SERVICE GOAL: 99.7%
d. PROCEDURE: 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: - Cash Letters are sent out with correct
total(s)
- Cash Letters are sent with complete bundle
count(s)
- Cash Letter differences are explained
- Cash Letters for proper bank are used
- Cash Letters for the correct correspondent
are used
- Cash Letters sent out in timely manner
- Low speed cash letters will be sent out
within 24 hours of stated deadlines
- On-us items will not be sent out in
transit cash letters
c. SERVICE GOAL: Not to exceed one error per
cash letter endpoint per month - Cash
Letters Items sent out 99.4% of the time on
time
d. PROCEDURE: 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
8. Fiserv capture and transmission of work from proof department
a. SUBJECT: Second Shift Transmissions
b. DESCRIPTION: - All transmissions are sent in the approved
Fiserv format
- All transmissions are sent to Fiserv in
such time to insure that posting can be
completed timely.
- 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: 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 preparation of statements and check filing requirements
a. SUBJECT: Statement Preparation
b. DESCRIPTION: - End of the month statements
are sent no later than the 4th business day
from receipt of the printed statements from
Client and/or Agent and completion/receipt
of paid exception items. - Non end of the
month statements are sent no later than the
3rd business day from receipt of the printed
statements from Client and/or Agent and
completion/receipt of paid exception items.
- Special account statements are sent out no
later than the 3rd business day from receipt
of the printed statements from Client and/or
Agent and completion/receipt of paid
exception items. - Crippled statements will
be mailed out within 2 additional days. -
There will be only one statement per
envelope.
- The correct customer's checks will
accompany the statement. - Hold statements
that are properly labeled will be sent to
Client for handling. - Zip codes and
addresses will be eliminated on all hold
accounts. - The correct number of statement
pages are in the envelope. - Client will
submit statement stuffers to center with
appropriate instructions noted on the
Stuffer Instruction Form. Stuffers must
arrive 2 days prior to cycle date to insure
proper handling.
- The correct statement stuffer(s) will be
included in the statement.
- Notice of missing item(s) will be included
in the statement if the statement is missing
3 or fewer enclosures. - 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)
- Fiserv will also manage statements with
incorrect item counts to no more than 3%
mailed with incorrect enclosure counts.
d. PROCEDURE: - 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
10. Fiserv processing of exception items (Outgoing Return Items) when
Client has submitted final return decisions by 12:30 p.m. daily.
a. SUBJECT: Qualified Returned Items
b. DESCRIPTION: - The correct items will be returned
- All returned items are stamped with the
correct return reason
- The items Client wants returned are
returned on the day they are listed as
exceptions - The T-186 balances to the Fed
return total daily - G/L entries made for
all check reversals - Rejected debit totals
balance - Large items notified through EARNS
- Items are returned within specified
Regulation CC. time requirements - Items are
paid using correct account number and
trancode - Proper bank's T-186 forms are
used
c. SERVICE GOAL: 99.94% (6 errors per 10,000 return items)
d. PROCEDURE: - 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
11. Fiserv research of items, photocopy production
a. SUBJECT: Research
b. DESCRIPTION: - 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).
- For subpoena research or other significant
or voluminous research requests, Fiserv will
provide a completion commitment estimate to
Client within 48 hours of receipt. - Best
effort will be made to produce quality
photocopies - Trace reports will be
delivered to Client within 2 business days
c. SERVICE GOAL: 99.0% (1 error per 100 requests)
d. PROCEDURE: - 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 Serviced
Exhibit H-1
FISERV ATLANTA DISASTER RECOVERY AGREEMENT
ON-LINE SERVICES
I. A Disaster shall mean any unplanned interruption of the
operations of or inaccessibility to Fiserv's data center which appears
in Fiserv's reasonable judgment to require relocation of processing to
a primary recovery location. Fiserv shall notify Client as soon as
possible after it deems a service outage to be a Disaster. Fiserv
shall move the processing of Client's standard on-line services to a
primary recovery location as expeditiously as possible and shall
coordinate the cut-over to back-up data lines with the appropriate
carriers. Client shall maintain adequate records of all transactions
during the period of service interruption and shall have personnel
available to assist Fiserv in implementing the switchover to the
primary recovery location. During a Disaster, optional or on-request
services shall be provided by Fiserv only to the extent that there is
adequate capacity at the primary recovery location and only after
stabilizing the provision of base on-line services.
II. Fiserv shall work with Client to establish a plan for alternative data
communications in the event of a Disaster.
III. Fiserv shall test its Disaster Recovery Services Plan by conducting an
annual test. Client agrees to participate in and assist Fiserv with
such testing. Test results will be made available to Client's
management, regulators, internal and external auditors, and (upon
request) to Client's insurance underwriters.
IV. Client understands and agrees that the Fiserv Disaster Recovery Plan
is designed to minimize but not eliminate risks associated with a
Disaster affecting Fiserv's data center. Fiserv does not warrant that
service will be uninterrupted or error free in the event of a
Disaster. Client maintains responsibility for adopting a disaster
recovery plan relating to disasters affecting Client's facilities and
for securing business interruption insurance or other insurance as
necessary to properly protect Client's revenues in the event of a
disaster.
V. Fee Included in Monthly Per Account Investment
ACCEPTED BY:
Client Name Fiserv Solutions, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------ ------------------------------------
Authorized Signature Authorized Signature
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: President - Mid Atlantic
Region
December 2, 2004
------------------------------------ ------------------------------------
Date Date
Exhibit L-1
Fiserv Solutions, Inc., a Wisconsin corporation ("Fiserv") and Premier
Financial Bancorp, Inc. ("Client") are executing this Exhibit L with the
intention that it shall form part of the Agreement between Fiserv and Client
dated December 20, 2004 as amended through the date hereof (collectively, the
"Agreement").
Material Purchased Through Fiserv
Client agrees to purchase, and Fiserv agrees to sell, hardware and
software licenses on the terms and subject to the conditions set forth below:
1. Equipment. Hardware and software licenses being purchased through
Fiserv are described in each Exhibit L - 1 ("Material"). Client understands that
Fiserv is acting as an independent sales organization representing each
manufacturer or supplier (each, a "Supplier") identified in each Exhibit L - 1.
2. Payment. Client shall pay Fiserv 50% of the total price for Material
specified in each Exhibit L - 1 upon execution of such Exhibit and 50% upon
delivery of Material to the site or sites designated by Client on each Exhibit L
- 1 (collectively, "Installation Site"). Client shall be responsible for all
freight charges associated with shipment of Material from Supplier or Fiserv, as
the case may be, to the Installation Site. In the event of any price increase by
a Supplier, Fiserv shall accordingly increase the prices for Material.
3. Fiserv Obligations. Client also understands and agrees that the ability
of Fiserv to obtain Material may be subject to availability and delays due to
causes beyond Fiserv's control. Fiserv shall promptly place any orders submitted
under this Exhibit with each Supplier and shall, at Client's direction, request
expedited delivery whenever available.
4. Insurance. Client shall be responsible for appropriate property
insurance for all equipment, whether Client-owned or Fiserv-owned, within
Client's premises.
5. Delivery and Installation. (a) Delivery. On Client's behalf, Fiserv
shall arrange for delivery of Material to the Installation Site on or about the
date requested by Client ("Delivery Date"). In the absence of shipping
instructions, Fiserv shall select a common carrier on Client's behalf.
(b) Installation. Fiserv shall arrange for the installation of the items of
Material in consideration of the Installation Fees listed on each Exhibit L - 1.
Client shall not perform any installation activities without Fiserv's written
consent. Fiserv or its designee shall have full and free access to Material and
the Installation Site until installation is completed. If a suitable
installation environment is not provided by Client, then Fiserv shall be
required to perform only as many normal installation procedures as it deems to
be practicable within the available facilities. Installation of Material will
take place during normal Fiserv business hours, Monday through Friday, exclusive
of Fiserv holidays, unless otherwise agreed by Fiserv.
(c) Installation Environment. Client shall provide a suitable installation
environment for Material as specified by Fiserv or its agents and any and all
other specifications provided to Client by Supplier or Fiserv. Unless Fiserv
agrees to so provide, Client shall also be responsible for (i) furnishing all
labor required for unpacking and placing Material in the desired location for
installation; and (ii) physical planning including, but not limited to, floor
planning, cable requirements, and safety requirements in accordance with the
installation manual and any and all applicable building, electrical, or other
codes, regulations, and requirements. All such physical planning shall be
completed on or before the Delivery Date
6. Shipment and Risk of Loss. All prices shown on each Exhibit L - 1 are
F.O.B. Supplier's plant. All transportation, rigging, drayage, insurance, and
other costs of delivery of Material to the Installation Site shall be paid by
Client. Risk of loss shall pass to Client upon shipment.
7. Title to Equipment. Title to all hardware items comprising Material
shall remain with Supplier or Fiserv, as the case may be, until all payments
therefor are made by Client and, until such time, Client agrees that it shall
not sell, transfer, pledge, or otherwise dispose of such items without Fiserv's
prior written consent.
8. Security Interest. Client grants Fiserv a security interest in each
component part of Equipment and the proceeds thereof until the purchase price
due Fiserv is paid in full. Client shall execute any instruments or documents
Fiserv deems appropriate to protect the security interest and, in any event,
this Exhibit shall constitute a financing agreement within the meaning of
Article 9 of the Uniform Commercial Code and a copy of this Exhibit may be filed
at any time after signature by Fiserv as a financing statement for that purpose.
In the event of default in payment or other breach by Client, Fiserv shall have
all rights and remedies of a secured creditor upon default as provided by
applicable law. Fiserv shall, at its sole expense, file releases for any
financing statements recorded pursuant to this Exhibit promptly upon receipt of
final payment.
9. Acceptance. Equipment shall be deemed to have been accepted when it has
passed either Fiserv's or Supplier's standard post-installation test procedures
at the Installation Site.
10. Warranties. Fiserv warrants that Client will acquire good and clear
title to all hardware items comprising Material free and clear of all liens and
encumbrances. Fiserv hereby assigns to Client all warranties Supplier has
granted to Fiserv with respect to Material as set forth on each Exhibit L - n.
Client hereby agrees to all of the terms and conditions applicable to those
warranties and acknowledges that:
(i) neither Supplier nor Fiserv warrants that use of Material will be
uninterrupted or error free; and
(ii) Supplier's warranties, and the assignment of such warranties by
Fiserv to Client, shall not impose any liability on Fiserv due to the
services or assistance provided to Client by Fiserv with respect thereto.
Material, Supplier, and Prices
Manufacturer
Material Quantity and/or Supplier Price
--------------------------------------------------------------------------------
Optiplex 2.0 GHz Pentium 4 7 @ DellCorporation
Desktop System
256SDRAM
80 Gig HD, 17" Monitor
(3 year on-site support)
Image Vision Branch 7 @ Advanced Financial
Capture Software Solutions
Version 4.0
* An annual maintenance fee equaling 18% of the software license price applies
and will be amortized monthly and billed to Client in the monthly services
billing from Fiserv.
Source NDP 7 @ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
Item Capture Device
Model: SDP50-SRA
** An annual maintenance contract will be available separately through ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇.
Installation Sites and Fees
On-site Hardware Installation 4 @ Fiserv, Inc.
(Five Total Locations)
And Training
On-site conversion support will be provided at the rate of $500 per man-day if
requested by Client.
Client will reimburse Fiserv for reasonable travel expenses associated with
providing Installation and Training and any on-site conversion support requested
by the client.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit L - 1 to
the Agreement to be executed by their duly authorized representatives as of the
date indicated below.
ACCEPTED BY:
Premier Financial Bancorp, Inc. Fiserv Solutions, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------- -------------------------------------
Authorized Signature Authorized Signature
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: President Title: President - Fiserv Atlanta
December 2, 2004 December 20, 2004
---------------------------------- -------------------------------------
Date Date
Exhibit O
E-Commerce Services
Client agrees with Fiserv as follows:
1. Services. Fiserv will provide Client the Internet Banking Services
specified in Exhibit O - 1, Web Design/Hosting Services specified in Exhibit O -
3, ▇▇▇▇ Payment Services specified in Exhibit O - 4, and Commercial Cash
Management Services specified in Exhibit O - 6, (collectively, "eCommerce
Services").
2. Fees. Client shall pay Fiserv the fees and other charges for eCommerce
Services specified in Exhibits O - 2, O - 3, O - 5, and O - 7. Fiserv shall
invoice Client monthly in advance for fixed fees and recurring monthly fees and
on a current basis for all transaction and customer fees and third party
services. Except as otherwise set forth in the Exhibits, fees may be increased
annually on the anniversary date of this Exhibit upon 30 days' notice to Client.
3. Equipment and Supplies. Client shall obtain and maintain at its own
expense such equipment as may be necessary or appropriate to facilitate the
proper use and receipt of eCommerce Services. Client shall be responsible for
paying for all supplies to be used in connection with eCommerce Services.
4. Service Modifications. In connection with Fiserv's provision of
eCommerce Services, either party may terminate eCommerce Services, or any part
thereof, immediately upon notice to the other party of any legislative,
regulatory, or judicial (i) impairment of the provision thereof; and/or (ii)
restrictions or conditions that would materially affect the integrity thereof.
5. Effect of Termination. Upon any termination or expiration of this
Exhibit, Client shall continue to be responsible for fees related to eCommerce
Services unless Fiserv receives written notice to delete Client Files from the
Fiserv System. Client shall continue to be responsible for all data
communications and modem fees until (a) all circuits are disconnected and the
telecommunications company ceases invoicing Fiserv; and (b) Fiserv receives back
all equipment supplied to Client by Fiserv.
6. Trademark License. Client hereby grants to Fiserv a non-exclusive,
non-assignable right to use Client's trademarks, trade names, service marks, and
service names (collectively, "Trademarks") and Content (as defined below) in
connection with Fiserv's provision of eCommerce Services. Client will indemnify
and hold harmless Fiserv, its officers, directors, employees, designated
supplier, and affiliates against any claims or actions arising out of Fiserv's
use of Trademarks and/or Content.
7. Regulatory Compliance. Client shall use eCommerce Services only in
conjunction with lawful purposes. Client agrees not to use eCommerce Services
for any activities in violation of any laws or regulations, including, but not
limited to, wrongful transmission of copyrighted material, sending of
threatening or obscene materials, or misappropriation of exportation of trade or
national secrets.
8. Client Warranties. Client represents and warrants that (a) any work,
content, or information ("Content") provided to Fiserv is either original or
that Client has the legal right to provide such Content; and (b) Content doesn't
impair or violate any intellectual property or other rights of Fiserv or any
third party. Client will indemnify and hold harmless Fiserv, its officers,
directors, employees, designated supplier, and affiliates against any claims or
actions arising out of any breaches of the foregoing; or any improper use of
information gathered through any co-branded site as part of eCommerce Services.
Client acknowledges that Fiserv shall not monitor, review, or approve any
Content. Client acknowledges that access to eCommerce Services shall be across
public and private lines and that Fiserv has no control over such lines or the
information available from non-Fiserv sources.
9. Technical Support. Client agrees to provide all end user technical
support. Fiserv will provide "second level" Technical Support to Client's user
support representatives. "Technical Support" means Fiserv will take an initial
technical support inquiry from Client and initiate the troubleshooting process.
Fiserv shall use commercially reasonable efforts to determine the source of
technical support issues, and to remedy the issue. Technical Support is
available as described in the Exhibits.
IN WITNESS WHEREOF, the parties have caused this Exhibit O to the
Agreement to be executed by their duly authorized representatives as of the date
indicated below.
Client is contracting for these Services:
Internet Banking Services - PremierECom Yes X No Exhibit O - 1
--- ---
Web Design/HostingServices Yes X No Exhibit O - 3
--- ---
Retail ▇▇▇▇ Payment Services Yes X No Exhibit O - 4
--- ---
Commercial Cash Management Services - eCorp Yes X No Exhibit O - 7
--- ---
ACCEPTED BY:
Client Name Fiserv Solutions, Inc.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
------------------------------------ ------------------------------------
Authorized Signature Authorized Signature
Printed Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Printed Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: President Title: President - Fiserv Atlanta
December 2, 2004 December 20, 2004
------------------------------------ ------------------------------------
Date Date
Exhibit O-1
Internet Banking Services
Fiserv Responsibilities:
1. Fiserv will provide Client access to Internet Banking Services via the
Premier eCom solution. Client's customers may access and conduct certain
business transactions to their enabled accounts from this access solution.
2. Fiserv will provide the following functions for the fees identified in
Exhibit 0 - 2:
-----------------------------------------------------------
| |
| Internet Functions |
| |
| Sign on Authorization |
| Statement Review |
| ▇▇▇▇ Payment - optional |
| Transaction History View |
| E-mail interface from customer to Client - optional |
| Account Summary |
| Funds Transfer |
| Reports |
| |
-----------------------------------------------------------
3. Fiserv shall provide Internet Banking Services that Fiserv controls in a 7
x 24 environment, subject to reasonable downtime for maintenance. Fiserv
will attempt to limit its downtime to those hours of operation least
impacted by customer usage, when such options are available.
4. Client acknowledges and understands that Internet Banking Services may be
subject to unavailability due to congestion or overload on public circuits
supplied by third parties or due to downtime by such third parties.
5. Fiserv agrees to provide second level customer support to Client in the
event Client is unable to resolve customer support issues related to the
normal operation of Internet Banking Services adequately during normal
business hours. Fiserv's sole obligation is to provide timely response to
Client for requests for support. In no event is Fiserv obligated to contact
Client's customers to provide support for Internet Banking Services.
6. Fiserv will provide 1 day of training, comprised of a general system
overview, administration, and end user training in the use of Internet
Banking Services. Client acknowledges and agrees to reimburse Fiserv for
reasonable travel, boarding, and meal expenses incurred for such training.
Client further acknowledges that additional training, project management,
and consulting may be obtained from Fiserv at the rates specified in
Exhibit O - 2.
7. Fiserv will provide Client with ▇▇▇▇ Payment Support Service Procedures in
accordance with the procedures of Fiserv's designated remittance processor
("Remittance Processor").
8. Implementation Services will include Development of the basic Internet page
to be attached to Client's Internet home page. Fiserv will brand the page
with Client's Trademarks and use reasonable efforts to match the look of
the transaction page with the home page.
9. Check images are available but require both Director (in-house or service
bureau) and check images being captured (either in-house on an
appropriately configured system or via Fiserv ImageSoft product).
Additional software may be required depending upon Client configuration.
Client Responsibilities:
1. Client will facilitate timely cooperation between any necessary third
parties in order for Fiserv to provide Internet Banking Services.
2. Client will provide Fiserv the applicable domain name for Internet Banking
Services, if applicable.
3. Client will establish a web site using Client's vendor of choice using a
Client designated operable domain name.
4. Client will obtain from each customer with access to Internet Banking
Services (a) a written application, and/or (b) a written agreement
sufficient to enable Client to comply with its obligations under this
Exhibit, with such agreement specifying the Internet Banking Services to be
provided and customers' obligations in using Internet Banking Services.
5. Client will review and approve all applications for use of Internet Banking
Services, using any validation procedures Client determines, in its sole
discretion, are necessary to ensure the financial integrity of a
participating customer.
6. Client is, and shall remain, solely and exclusively responsible for any and
all financial risks, including, without limitation, insufficient funds,
associated with each customer accessing Internet Banking Services. Fiserv
shall not be liable in any manner for such risk unless (a) the customer
follows the procedures described in the written agreement referenced above;
and (b) customer is assessed a penalty or late fee due to Fiserv's wrongful
act or omission. In no event shall Fiserv's responsibilities for such
penalties or late fees exceed $100.00.
7. Client will use, and will instruct its customers to use, Internet Banking
Services in accordance with such reasonable rules as may be established by
Fiserv from time to time as set forth in any materials furnished by Fiserv
to Client.
8. Client assumes exclusive responsibility for the consequences of any
instructions it may give to Fiserv, for Client's or its customers failures
to access Internet Banking Services properly in a manner prescribed by
Fiserv, and for Client's failure to supply accurate input information,
including, without limitation, any information contained in an application.
9. Client will designate a bank settlement account to be used for the purposes
of settling, in aggregate, the financial transactions requested via
Internet Banking Services. Fiserv shall provide Client with details of the
specific transactions, reported similarly as other transactions may be
done, that were a result of access to Internet Banking Services. Client
shall be responsible for auditing and balancing of any settlement accounts.
10. This Exhibit uses CheckFree WEBPay ▇▇▇▇ Payment system. It is a risk based
product where the funds are withdrawn from the customer's account on the
due date and the funds are sent to the payee on the due date via ACH or
Corporate check or Draft. If the funds are not available the bank may
return the item and charge fees as appropriate. If an item is returned by
the bank, the bank will be charged NSF fees by CheckFree. This system
requires a separate user ID and password than the PremierECom system
11. Client will verify and reconcile any out-of-balance condition, and promptly
notify Fiserv of any errors in the foregoing within 24 hours (exclusive of
weekends and applicable holidays) after receipt of the applicable detail
report(s) from Fiserv. If notified within such period, Fiserv shall correct
and resubmit all erroneous files, reports, and other data at Fiserv's then
standard charges, or at no charge, if the erroneous report or other data
directly resulted from Fiserv's error.
12. Client is expressly prohibited from extending any warranty or warranties on
Fiserv's behalf to any person.
13. Client appoints Fiserv as its agent with the sole discretion for Remittance
Processor selection for Fiserv's use in providing ▇▇▇▇ payment services and
other similar third party services, which may, from time to time, become
available or be offered to Client as additional services.
14. PremierECom requires browser desktop software (i.e. SCM2100 or Premier
Navigator) to reside on each workstation that needs administrative
capabilities. Client is responsible for the acquisition and installation of
these products.
15. Client agrees to provide first level customer support for Internet Banking
Services with its customers.
16. Client acknowledges and understands its responsibility and liability as
they relate to Client's access to the Internet. Fiserv assumes no liability
or control over the Internet access of Client's on-site systems and remote
employee or affiliate access.
Exhibit O-2
Internet Banking Services Fees
-------------------------------------------------------------------------------- -------------------------------------
Implementation One-time Fees
-------------------------------------------------------------------------------- -------------------------------------
Implementation Fees:
One-Time Implementation Included in A-2
-------------------------------------------------------------------------------- -------------------------------------
Initial Set-up and Training:
1 Day Training Included in Atlanta Data Center
-------------------------------------------------------------------------------- -------------------------------------
Recurring Monthly Fees
--------------------------------------- --------------------------------------- --------------------------------------
Monthly Fees
--------------------------------------- --------------------------------------- --------------------------------------
--------------------------------------- --------------------------------------- --------------------------------------
Recurring Fees:
Monthly Base Fee:
Per Account Fee: *Number of Customers
--------------------------------------- --------------------------------------- --------------------------------------
*Number of Customers - Based on total deposit and loan accounts
Additional Training: XXXXXX per day plus T&E
Internet audit fee allocated based on total number of Fiserv clients.
------------------------------------------
Fiserv may increase monthly fixed fee services once a year by an amount up to
the increase in the Consumer Price Index, as promulgated by the United States
Department of Labor or any successor agency, over the previous 12 months.
New or replacement services that may be made available to Client subsequent to
the Effective Date shall be priced by Fiserv at levels Fiserv deems appropriate.
Exhibit O-3
Web Design Services
Client Web Site Design. Client Web Design Services will include the
informational, graphic, and navigational design for Client supplied information,
stock photography, logos, and any special instructions or specifications of
additional features requested by Client.
Client Web Site Branding. Client Branding Services will include the following:
------------------------
o Customized background textures and colors
o Customized button design and colors
o Customized Login Screen
o Customized Welcome page including picture, logo, text
o Customized font selections
o Customized Optional Buttons - maximum of 4
o Hyperlink to Client's Web page for Email
o Display of Industry Bugs (Member FDIC, Equal Housing Lender, etc.)
Completion of Web Branding Services: Based on a final review by Client of the
pre-live Client Web Site including text, graphic, and navigation content and
other authorized content, Client will provide written approval thereof, which
approval will not be unreasonably withheld or delayed. Such approval will
constitute authorization to implement Client's Web Site on the Fiserv System.
This implementation will occur within 5 business days of Fiserv's receipt of
Client's approval.
Additional Services:
1. Web Design Services may also include the design of additional content,
features, or tools for use on Client's Web Site. Any requests for programming
included but not limited to java or java script, Flash, etc. will also be
considered additional services. Pricing for any requested additional services
will be provided by Fiserv on a quote basis. Client shall approve such quote(s)
in writing prior to Fiserv commencing work or implementing the service.
2. Additional services may include information-gathering forms that will
allow Internet users to request additional information about Client and its
products and/or services, or apply for new accounts, based upon the content of
Client's Web Site. Information entered into these forms will be stored in XML
format on a secure web server located on Fiserv premises and made available to
Client via a password-protected login system. Notification of newly-submitted
forms will be forwarded to Client-provided email addresses.
Web Hosting Services
Internet Web Hosting Services:
Basic Service: The Internet Web Hosting Services includes a Client directory
with Fiserv Atlanta's domain name or under Client's domain name if Client has a
registered domain name. Fiserv agrees that Web Hosting Services will provide a
hosting site for the Client Web Site and shall be available for access on a 7
day, 24 hour basis, with an uptime of 90% other than required maintenance and
upgrade periods. Fiserv will make commercially reasonable efforts to minimize
these downtime periods so that they are of as short as duration as possible, and
at the least active times.
Unless otherwise agreed to in writing, Client is responsible for notifying
Fiserv of updates to Client's Web Site on an as needed basis. Fiserv shall
incorporate such change to the Fiserv System on a periodic basis as mutually
agreed.
Client is responsibility to monitor and contact Fiserv should there be a problem
with the home page. Fiserv will not be liable for any changes made by an
unauthorized person.
Internet Web Hosting Services Fees:
-------------------------------- ---------------------------------------------- --------------------------------------
Description Fees
-------------------------------- ---------------------------------------------- --------------------------------------
Implementation: One-Time Implementation Fee
-------------------------------- ---------------------------------------------- --------------------------------------
Recurring : Monthly Base Fee
Includes 1 Hour of Changes Per Month*
-------------------------------- ---------------------------------------------- --------------------------------------
Optional Enhancements: Per Hour, Billed in 15 Minute Increments
Additional Maintenance/Requests
-------------------------------- ---------------------------------------------- --------------------------------------
Note: * Unused Time Cannot Be Carried Forward.
Programming/Consulting Services: per day
Exhibit O-4
▇▇▇▇ Payment Services
1. Fiserv will provide Client access to the ▇▇▇▇ Payment Services
described in this Exhibit through CheckFree Corporation or any other
applicable 3rd party supplier ("BP Supplier") in accordance with the
terms and conditions set forth in this Exhibit O and for the Fees set
forth in Exhibit O - 5.
2. Definitions. The following definitions apply to ▇▇▇▇ Payment Services
only:
a. "Account" is defined as the demand deposit account(s) (DDA) or money
market account that a User designates as the account(s) from which ▇▇▇▇
Payment Services transactions are made.
b. Hyperlink" is defined as a word, phrase or symbol found in an
electronic document that references another electronic document and
will automatically load the referenced document when the User clicks on
the Hyperlink. The electronic document loaded when the Hyperlink is
activated may be another document provided by the same source providing
the Hyperlink, or may be from an unrelated source.
c. "User" is defined as a Client customer who enrolls in the ▇▇▇▇ Payment
Service. d. "Web Subsite" is defined as the Web Subsite maintained by
BP Supplier for Client.
3. ▇▇▇▇ Payment Services.
a. Fiserv will provide Client with access to ▇▇▇▇ Payment Services through
the BP Supplier. The ▇▇▇▇ Payment Service is a Client-specific
published brandable URL link to the BP Supplier service that
encompasses User enrollment, ▇▇▇▇ payment, and ▇▇▇▇ presentment.
b. Client agrees that the ▇▇▇▇ Payment Services, as defined and operated
by BP Supplier, may change from time to time.
c. ▇▇▇▇ Payment Services will be made available as a customer web ▇▇▇▇
payment and presentment service, subject to the payment
of the applicable fees indicated in Exhibit O - 5.
d. Fiserv agrees to provide training to Client on use of the ▇▇▇▇ Payment
Services and the BP Supplier Web Self Care service.
e. Client must use the BP Supplier Web Self Care for first tier customer
care of Users and BP Supplier will provide second tier customer care
to Client.
f. ▇▇▇▇ Payment Services will use the ACH system or drafts drawn on the
User account for obtaining User funds for requested ▇▇▇▇ payments.
g. Fiserv will provide project management assistance to coordinate the
establishment of ▇▇▇▇ Payment Services between Client and BP Supplier
and ongoing assistance in handling the relationship between them.
h. Fiserv will invoice the Client the applicable Fees, as indicated on
Exhibit O - 5, on a monthly basis. Annually, Fiserv may change these
Fees upon no less than 30 days notice.
4. BP Supplier Obligations
a. BP Supplier agrees to execute the delivery of all ▇▇▇▇ payment requests
as instructed by User in accordance with the terms and conditions of
this Exhibit.
b. BP Supplier will be responsible for the Web Subsite development
(including GUI, functionality, and the set of those Web sites
accessible from the Web Subsite through Hyperlink(s)), appropriate
system operations, data security, system redundancy, and maintenance of
the operating system.
c. BP Supplier will provide the equipment (excluding communications and
related equipment and costs attendant thereto), software, and
facilities necessary to provide and maintain services to the Web
Subsite.
5. Client Obligations
a. Client will be responsible for registering and maintaining the
registration of Client's Internet address, maintained by Client or its
designee.
b. Client will provide Content to BP Supplier in Hypertext Markup Language
format, which is the language currently used by BP Supplier for
construction of the Web Subsite, or will pay for such conversion of
Content thereto at BP Supplier's then-current hourly rate or at an
otherwise agreed to, project-specific price. Client is responsible for
providing all Content in accordance with BP Supplier development
guidelines for the Web Subsite.
c. Client will maintain editorial control over and be solely responsible
for maintaining its Web site and providing access through it to the Web
Subsite and will be solely responsible for regulatory compliance of
this Web site and its functions with all relevant federal, state and
local laws, rules, and regulations.
d. Client will obtain all necessary permissions and licenses (including
trademark licenses), if any, required for Client and BP Supplier's use
of Content, and those third party Web sites accessible from the Web
Subsite through Hyperlink(s).
e. Client will provide copyright attribution to BP Supplier as creator and
designer of the Web Subsite and GUI by preserving BP Supplier's
copyright legends wherever appropriate based on the unique and specific
nature of the Web Subsite.
6. Termination
a. Client may terminate this Exhibit 0 - 4 upon 90 days written notice to
Fiserv and upon payment of all applicable Fees due and payable.
b. Fiserv reserves the right, without any liability to Client or Users,
to terminate this Exhibit O - 4 at any time upon written notice to
Client in the event the relationship between Fiserv and the WBP
Supplier terminates, which termination would adversely affect
Fiserv's ability to perform this Exhibit O - 4.
7. Features
a. Users can pay anyone, from anywhere in the U.S., 24 hours a day, 7 days
a week. Users can also schedule payments up to 1 year in advance.
b. ▇▇▇▇ Payment Services permit Users to initiate and authorize payments
from their Accounts to individual(s) or business(es) that Users select
in advance to receive payment through the ▇▇▇▇ Payment Service. Users
will have the option of setting up such individual(s) or business(es)
as one of 2 ▇▇▇▇ payment types: (1) recurring; or (2) variable.
c. Recurring payments are payments of a fixed amount paid on a regular
time interval, such as, but not limited to, monthly rent or mortgage
payments; once a recurring payment is set up by the User, BP Supplier
will automatically execute ▇▇▇▇ payments according to User instructions
until the User cancels or changes those instructions. Variable payments
are payments that vary in amount and/or date, such as, but not limited
to, utility or credit card payments; once a variable payment is set up
by the User, BP Supplier will execute the ▇▇▇▇ payment instructions
according to User instructions for each individual payment.
d. Users can select from a pre-defined list of billers with whom BP
Supplier has an agreement to deliver electronic bills. Once the User
has activated ▇▇▇▇ Payment Services for a ▇▇▇▇▇▇, the User will begin
to receive future bills electronically within the ▇▇▇▇ Payment Service.
e. Two-way messaging allows Users to send and receive messages from BP
Supplier customer service.
f. ▇▇▇▇ Payment Services provide a list of Users' payments sent by BP
Supplier.
g. ▇▇▇▇ Payment Services allow Users to add multiple Accounts as activated
▇▇▇▇ payment accounts. When scheduling payments, the User may pay its
▇▇▇▇ from any activated ▇▇▇▇ payment Account.
Exhibit O-5
▇▇▇▇ Payment Services Fees
-------------------------------------------------------------------------------- ---------------------------------
Item Price
-------------------------------------------------------------------------------- ---------------------------------
One-time per Client Setup Fee
Includes Client-branded URL with background color, name and logo of service
or Client, training for 2 employees by Fiserv Atlanta Training and complete
project management through Client rollout of the product.
-------------------------------------------------------------------------------- ---------------------------------
Per Subscriber Monthly Fee
-------------------------------------------------------------------------------- ---------------------------------
Additional ▇▇▇▇ Payments Over 15 per month per User
-------------------------------------------------------------------------------- ---------------------------------
Stop and re-issue fee
-------------------------------------------------------------------------------- ---------------------------------
Overnight delivery fee
-------------------------------------------------------------------------------- ---------------------------------
ACH Debit NSF
-------------------------------------------------------------------------------- ---------------------------------
Monthly Recurring Fee
-------------------------------------------------------------------------------- ---------------------------------
Note: Third Party ▇▇▇▇ Payment Services Fees subject to change without notice.
Exhibit O-6
Commercial Cash Management Services
Fiserv Responsibilities:
1. Fiserv will provide Client access to Commercial Cash Management Services
via the Premier eCorp solution. Client's customers may access and conduct
certain business transactions to their accounts, based on their access
authority from this access solution.
2. Fiserv will provide the following functions for the fees identified in
Exhibit 0 - 7.
------------------------------------------------------------------------
Commercial Cash Management Functions
Sign on Authorization
Real-Time Account Inquiry
Funds Transfers
Wire Transfers - Domestic and Foreign
Stop Paymentsl
Transaction History View
E-mail interface from customer to Client - optional
Account Summary
ACH Origination
Reports
------------------------------------------------------------------------
3. Fiserv shall provide Commercial Cash Management Services that Fiserv
controls in a 7 x 24 environment, subject to reasonable downtime for
maintenance. Fiserv will attempt to limit its downtime to those hours of
operation least impacted by customer usage.
4. Client acknowledges and understands that Commercial Cash Management
Services may be subject to unavailability due to congestion or overload on
public circuits supplied by third parties or due to downtime by such third
parties.
5. Fiserv agrees to provide second level customer support to Client in the
event Client is unable to resolve customer support issues related to the
normal operation of Commercial Cash Management Services adequately during
normal business hours. Fiserv's sole obligation is to provide timely
response to Client for requests for support. In no event is Fiserv
obligated to contact Client's customers to provide support for Commercial
Cash Management Services.
6. Fiserv will provide 1 day of training, comprised of a general system
overview, administration, and end user training in the use of Commercial
Cash Management Services. Client acknowledges and agrees to reimburse
Fiserv for reasonable travel, boarding, and meal expenses incurred for such
training. Client further acknowledges that additional training, project
management, and consulting may be obtained from Fiserv at the rates
specified in Exhibit O - 7.
7. Implementation Services will include branding the Cash Management Internet
page to be attached to Client's Internet home page. Fiserv will brand the
page with Client's Trademarks and use reasonable efforts to match the look
of the transaction page with the home page.
8. Check images are available but require both Director (in-house or service
bureau) and check images being captured (either in-house on an
appropriately configured system or via Fiserv ImageSoft product).
Additional software may be required depending upon Client configuration.
Client Responsibilities:
1. Client will facilitate timely cooperation between any necessary third
parties in order for Fiserv to provide Commercial Cash Management Services.
2. Client will provide Fiserv the applicable domain name for Commercial Cash
Management Services, if applicable.
3. Client will establish a web site using Client's vendor of choice using a
Client designated operable domain name.
4. Client will obtain from each customer with access to Commercial Cash
Management Services (a) a written application; and/or (b) a written
agreement sufficient to enable Client to comply with its obligations under
this Exhibit, with such agreement specifying the Commercial Cash Management
Services to be provided and customers' obligations in using same.
5. Client will review and approve all applications for use of Commercial Cash
Management Services, using any validation procedures Client determines, in
its sole discretion, are necessary to ensure the financial integrity of a
participating customer.
6. Client is, and shall remain, solely and exclusively responsible for any and
all financial risks, including, without limitation, insufficient funds,
associated with each customer accessing Commercial Cash Management
Services. Fiserv shall not be liable in any manner for such risk unless (a)
the customer follows the procedures described in the written agreement
referenced above; and (b) customer is assessed a penalty or late fee due to
Fiserv's wrongful act or omission. In no event shall Fiserv's
responsibilities for such penalties or late fees exceed $100.00.
7. Client will use, and will instruct its customers to use, Commercial Cash
Management Services in accordance with such reasonable rules as may be
established by Fiserv from time to time as set forth in any materials
furnished by Fiserv to Client.
8. Client assumes exclusive responsibility for the consequences of any
instructions it may give to Fiserv, for Client's or its customers failures
to access Commercial Cash Management Services properly in a manner
prescribed by Fiserv, and for Client's failure to supply accurate input
information, including, without limitation, any information contained in an
application.
9. Client will designate a bank settlement account to be used for the purposes
of settling, in aggregate, the financial transactions requested via
Internet Banking Services. Fiserv shall provide Client with details of the
specific transactions, reported similarly as other transactions may be
done, that were a result of access to Internet Banking Services. Client
shall be responsible for auditing and balancing of any settlement accounts.
10. Client is expressly prohibited from extending any warranty or warranties on
Fiserv's behalf to any person.
11. Client agrees to purchase any necessary equipment or software needed to
provide Commercial Cash Management Services from Fiserv or a
Fiserv-approved alternative, and shall be responsible for maintaining such
equipment or software in an operating condition, including any mandatory
maintenance service programs prescribed by Fiserv. Fiserv will provide
minimum specifications for all such equipment or software.
12. PremierECorp requires browser desktop software (i.e. SCM2100 or Premier
Navigator) to reside on each workstation that needs administrative
capabilities. Client is responsible for the acquisition and installation of
these 2 products.
13. Client agrees to provide first level customer support for Commercial Cash
Management Services with its customers.
14. Client acknowledges and understands disaster recovery is included.
15. Client acknowledges and understands its responsibility and liability as
they relate to Client's access to the Internet. Fiserv assumes no liability
or control over the Internet access of its on-site systems and remote
employee or affiliate access.
Exhibit O-7
Commercial Cash Management Services Fees
------------------------------------------- ------------------------------------
Implementation Fees: Cost:
Initial Set-up and Training
(Training offered at Fiserv)
------------------------------------------- ------------------------------------
Monthly Recurring Fees:
Monthly Base Fee:
Per Cash Management Customer Fee:
------------------------------------------- ------------------------------------
Additional Training:
Training at Client Location
Plus Travel and Related Expenses
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