1
EXHIBIT 10.2
ITEM PROCESSING SERVICES AGREEMENT BETWEEN
IMPERIAL
AND
CALIFORNIA UNITED BANK
This Agreement for Item Processing Services is made between IMPERIAL BANK, a
California corporation("IMPERIAL"), and CALIFORNIA UNITED BANK, a California
corporation ("CUSTOMER") who agree as follows:
1. SERVICES PROVIDED
a.) IMPERIAL will furnish to CUSTOMER and CUSTOMER will obtain from IMPERIAL,
services as more fully set forth in Exhibit "A", attached hereto and
incorporated herein by this reference (the "SERVICES").
b.) The SERVICES will be at the levels set forth in Exhibit "C", attached
hereto and incorporated herein by this reference.
c.) IMPERIAL reserves the right to make additions to, or changes in, the
SERVICES. IMPERIAL will notify CUSTOMER of such changes and additions not less
than sixty (60) days prior to their effective date.
2. PRICE AND PAYMENT SCHEDULE
a.) For the SERVICES, CUSTOMER will pay IMPERIAL the amount stated in a monthly
billing statement submitted to CUSTOMER by IMPERIAL. Said billing will be
calculated in accordance with the price schedule attached hereto as Exhibit "B"
and incorporated herein by this reference.
b.) CUSTOMER shall pay IMPERIAL in full within thirty (30) days of the date of
each billing statement.
c.) Any non-disputed amounts not paid in conformance with subparagraph 2 b.)
shall be subject to a service charge of twelve percent (12%) per year. Such
service charge shall begin to accrue thirty (30) days following the billing
date.
3. TERM OF AGREEMENT
a.) This Agreement shall be effective as of ACCEPTANCE DATE and shall remain in
effect for thirty-six (36) months (the "Term"). This Agreement shall
automatically renew for a like Term unless written notice of termination is
delivered by either party to the other at least one hundred twenty (120) days
prior to the expiration date of the then current Term.
b.) The charges to CUSTOMER for SERVICES for any additional or extended Term
shall, at IMPERIAL'S option, be subject to increase in the manner provided in
paragraph 4.
4. PRICE SCHEDULE ADJUSTMENTS
a.) The prices set forth in Exhibit "B" may, at IMPERIAL'S discretion, be
subject to annual adjustments effective every January 1 after the second
anniversary of the contract, as follows:
b.) The base for computing the fee adjustment is the rate of growth, over the
previous twelve (12) months, in the Consumer Price Index for All Urban
Households-Los Angeles, California, published by the United States Department
of Labor, Bureau of Labor Statistics. Charges for Exhibit "B" SERVICES, shall
be adjusted by the percentage change in CPI recorded over the most recent
twelve (12) month period for which the number is available. The new charges for
Exhibit "B" SERVICES shall be the charges so calculated or the current prices,
whichever is greater.
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ITEM PROCESSING SERVICES AGREEMENT BETWEEN IMPERIAL AND CALIFORNIA UNITED BANK
(CONTINUED):
5. COMMENCEMENT OF SERVICES
a.) IMPERIAL and CUSTOMER agree and acknowledge that SERVICES described in this
Agreement will be performed at IMPERIAL'S Redondo Beach Operation Center or
other facility at IMPERIAL'S option with CUSTOMER's consent, such consent shall
not be unreasonably withheld . SERVICES shall commence on a date mutually
agreed upon.
6. TERMINATION: LIQUIDATED DAMAGES
a.) In the event IMPERIAL changes the SERVICES provided per Exhibit "A" in such
a way as to make them less than what the CUSTOMER contracted for, CUSTOMER may
terminate this Agreement without penalty or further obligation upon the giving
of not less than sixty (60) days prior written notice. Notice must be
communicated to IMPERIAL within sixty (60) days of receipt by CUSTOMER of the
notice from IMPERIAL regarding said changes in SERVICES.
b.) IMPERIAL shall have thirty (30) days after receipt of written notice from
CUSTOMER about failure to meet the requirements of the Service Level Agreement
(Exhibit "C") or any obligation or provision contained in this Agreement, in
which to cure such failure. Should IMPERIAL be unable to restore service
levels within the thirty (30) day cure period, CUSTOMER has the right to cancel
this Agreement without penalty or liquidated damages.
c.) Except as provided above, there may be circumstances in which CUSTOMER
desires IMPERIAL to discontinue one or more of the SERVICES prior to the
expiration date of this Agreement. In such event, IMPERIAL will suffer a
substantial injury that is difficult to accurately estimate. Accordingly, the
parties agree on the amount specified below as a reasonable estimate of the
probable IMPERIAL loss, which shall be paid to IMPERIAL as liquidated damages
in the event of any such early termination by CUSTOMER. CUSTOMER may terminate
any or all SERVICES during the first year by giving at least 180 days written
notice and paying a termination fee equal to four times the average monthly
invoice as calculated over the lesser of the previous three (3) months or the
months since the commencement of the SERVICES. During or after the second
year, the CUSTOMER may terminate any or all SERVICES by giving 120 days written
notice and paying a termination fee equal to three times the average monthly
invoice as calculated over the prior three (3) months.
d.) In the event of any termination, CUSTOMER shall remain obligated to
compensate IMPERIAL for any SERVICES provided by IMPERIAL for the period up to
and including the effective date of such termination plus any expenses incurred
for transfer of the CUSTOMER data to a new processor.
7. COURIER SERVICE
a.) The parties acknowledge that it will be necessary to transport items and
other data from CUSTOMER to IMPERIAL and data must be transported from IMPERIAL
to CUSTOMER. Cost of transportation shall be the sole responsibility of
CUSTOMER.
b.) CUSTOMER has the right to make provision for the needed transportation as
set forth in Subparagraph a.). Should CUSTOMER not make provision for service,
or request that IMPERIAL make arrangements, then IMPERIAL shall make
arrangements for service.
c.) CUSTOMER shall pay IMPERIAL for all charges or costs incurred by IMPERIAL
in contracting for said courier service.
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ITEM PROCESSING SERVICES AGREEMENT BETWEEN IMPERIAL AND CALIFORNIA UNITED BANK
(CONTINUED):
d.) When, at CUSTOMER request, IMPERIAL contracts with a courier service, said
courier service shall maintain insurance in an amount adequate to cover the
cost of reconstructing items and other property transported by courier service.
IMPERIAL shall, upon CUSTOMER'S request, supply CUSTOMER with a copy of the
contract between IMPERIAL and courier service.
e.) It is understood that IMPERIAL shall not have, or assume, any liability for
items, records, or data until they have reached IMPERIAL premises and shall
have no responsibility or liability for them after they leave IMPERIAL
premises.
f.) The courier service shall at all times be deemed the independent contractor
of CUSTOMER, and shall not, at any time or under any circumstances, be deemed
the agent or employee of IMPERIAL.
8. RESPONSIBILITIES OF IMPERIAL
a.) IMPERIAL shall use reasonable care in providing SERVICES to CUSTOMER.
Should there be a loss due to IMPERIAL machines, operators, programmers or
other employees or agents, IMPERIAL'S sole responsibility shall be to correct
any errors. IMPERIAL shall have no responsibility or incur any obligation or
liability other than the correction of any document, record or data. In no
event shall IMPERIAL be liable to CUSTOMER for consequential or special damages
arising from this Agreement or its performance under the Agreement even if
IMPERIAL has been apprised of the likelihood of the same.
b.) IMPERIAL agrees to maintain fidelity insurance for its employees, with a
coverage appropriate for providers of item processing services.
c.) IMPERIAL shall not be responsible, and have no liability to CUSTOMER for
any delay, loss, damage, expense, or cost, due to causes or events beyond
IMPERIAL control, including without limitation, any act of God, interruption of
power, utility or communication services, acts of civil or military authority,
sabotage, explosion, accident, fire, strike or other labor problems (exclusive
of IMPERIAL labor problems), legal action, government order, rule or
regulation, or shortages of manufacturers' supplies of suitable materials,
labor, or transportation. In addition, the time for IMPERIAL performance of
its obligations shall be extended to include the period of time IMPERIAL was
delayed or prevented from performing SERVICES hereunder by reason of any of the
above causes.
d.) IMPERIAL will maintain and test the Disaster Recovery plans to be used in
the event IMPERIAL computer equipment or software is partially or completely
disabled. Such plans will include recovery procedures and back-up arrangements
for equipment where economically justified. In any recovery efforts that may
be necessary, remote item processing and back room operation of CUSTOMER will
receive the same degree of priority as service performed for other IMPERIAL
customers.
e.) IMPERIAL shall periodically engage an independent certified public
accounting firm to perform a review of controls within IMPERIAL facilities, and
with respect to the remote item processing and back room SERVICES provided by
IMPERIAL in accordance with applicable American Institute of Certified Public
Accountants guidelines. IMPERIAL will notify CUSTOMER of the accountant so
selected and will provide CUSTOMER with a copy of said review. CUSTOMER agrees
that the accountant engaged by IMPERIAL shall have sole authority and
responsibility for the review. CUSTOMER'S internal and external auditors may
contact either accountant or IMPERIAL to resolve any questions regarding
controls within IMPERIAL facilities or with respect to the SERVICES provided.
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ITEM PROCESSING SERVICES AGREEMENT BETWEEN IMPERIAL AND CALIFORNIA UNITED BANK
(CONTINUED):
9. RESPONSIBILITIES OF CUSTOMER
a.) CUSTOMER shall furnish, at its own expense, any special forms, entry
tickets, envelopes, or other forms required in connection with the processing
of Items by IMPERIAL.
b.) CUSTOMER shall maintain adequate supporting materials (i.e. exact copies of
the items, records, and other data supplied to IMPERIAL). If loss of any such
item, record, or data is due to IMPERIAL negligence, acts, or omissions, then
IMPERIAL liability shall be limited to the cost of reconstructing such item,
record, or data.
c.) CUSTOMER shall be responsible for the accuracy and completeness of all
items or other data furnished to IMPERIAL.
d.) CUSTOMER shall, upon IMPERIAL's request, provide written notice of
confirmation and verification of any instructions given by CUSTOMER, its
agents, employees, officers, directors, or assigns to IMPERIAL in connection
with IMPERIAL performance under this Agreement.
e.) CUSTOMER shall be obligated to notify IMPERIAL within thirty (30) days of
(i) receipt by CUSTOMER of any data, reports, or material believed to contain
errors made by IMPERIAL, or, (ii) CUSTOMER'S notification by CUSTOMER'S
depositor of any error believed to have been made by IMPERIAL. If CUSTOMER'S
notification of IMPERIAL is delayed beyond the thirty (30) day period, IMPERIAL
is relieved of its responsibility to correct such errors, reports, data or
materials.
10. CUSTOMER'S DUTY TO INDEMNIFY
a.) CUSTOMER agrees to defend and indemnify and hold IMPERIAL free and harmless
from any and all liabilities, losses, damages, expenses, or costs, including
reasonable attorneys' fees except only for IMPERIAL'S gross negligence or
willful misconduct, arising out of, or in connection with i) data submitted by
CUSTOMER to IMPERIAL; or ii)any action taken by IMPERIAL in good faith to
perform IMPERIAL's obligations hereunder, including without limitation acts or
omissions in reliance upon any instruction, or instrument from CUSTOMER, its
agents, employees, officers, director, or assigns.
b.) IMPERIAL shall notify CUSTOMER as soon as practicable of any claim subject
to this indemnity provision.
c.) The agreement to defend, indemnify and hold IMPERIAL free and harmless from
any and all liabilities, losses, damages, expenses or costs for either IMPERIAL
acts or omissions or the acts or omissions of CUSTOMER as detailed above in
this paragraph 10 shall continue in full force and effect after the termination
of this agreement.
11. SOLE PROVIDER
a.) CUSTOMER agrees that IMPERIAL shall be the sole provider of the SERVICES.
CUSTOMER shall not contract with another vendor or attempt to provide in-house
the SERVICES or any portion for the initial Term or any renewal Term of this
Agreement.
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ITEM PROCESSING SERVICES AGREEMENT BETWEEN IMPERIAL AND CALIFORNIA UNITED BANK
(CONTINUED):
12. CONFIDENTIALITY AND PROTECTION OF RECORDS
a.) All items and data submitted by CUSTOMER to IMPERIAL will be reasonably
safeguarded by IMPERIAL. IMPERIAL agrees that all information communicated to
it by CUSTOMER shall be received in strict confidence, shall be used only for
purposes of this Agreement, and shall not be disclosed by IMPERIAL without the
prior written consent of CUSTOMER, except as required by law, regulation or
business necessity. IMPERIAL shall take all reasonable precautions to maintain
the confidentiality of CUSTOMER's items, data and information and in no event
less than that employed to protect its own proprietary information.
b.) IMPERIAL shall provide reasonable physical protection to safeguard against
destruction, loss or theft of items. Such protection shall include controlled
access to IMPERIAL'S facilities and systems for the suppression of fire.
c.) CUSTOMER acknowledges that all programming material, all drawings,
diagrams, flow charts, specifications or other material furnished by IMPERIAL
to CUSTOMER shall remain confidential and the proprietary property of IMPERIAL.
CUSTOMER agrees to continue to treat such information as confidential and
proprietary property of IMPERIAL and shall acquire no rights except to use such
information solely for the proposed SERVICES and only for the period CUSTOMER
is receiving SERVICES. CUSTOMER shall take all reasonable precautions to
maintain the confidentiality of it and in no event less than that employed to
protect its own proprietary information.
d.) CUSTOMER acknowledges that all material provided by IMPERIAL to CUSTOMER
related to descriptions of SERVICES, Monthly Charges listed in Exhibit B and
Service Levels described in Exhibit C have been prepared specifically for
CUSTOMER and are confidential and will not be disclosed, except as required by
law, regulation or business necessity. IMPERIAL processing fees vary from
customer to customer based on specific volumes, exact tasks to be performed and
range of SERVICES to be provided. The release of such information to parties
outside of CUSTOMER'S institution would be harmful to IMPERIAL and CUSTOMER
agrees that monetary damages would be inadequate and IMPERIAL shall be entitled
to injunctive relief in addition.
13. DISCLAIMER OF REPRESENTATION AND WARRANTIES/REMEDIES
a.) Except as expressly provided in this Agreement, all SERVICES provided by
IMPERIAL are made with no representations, warranties or guarantees, expressed
or implied, including without limitation express and implied warranties as to
merchantability or fitness for a particular purpose.
b.) The remedies provided herein are exclusive and in lieu of all warranties,
representations or guarantees, expressed or implied, including without
limitation any implied warranties of merchantability and the implied warranty
of fitness for a particular purpose. CUSTOMER waives all other remedies.
14. GENERAL PROVISIONS
a.) It is understood and agreed by the parties that IMPERIAL is performing
these SERVICES as an independent contractor and no joint venture, partnership,
employment, agency, or other relationship is being created by this Agreement.
IMPERIAL shall have the sole right to supervise, manage, control, and direct
the performance of the SERVICES.
b.) Nothing in this Agreement shall prevent IMPERIAL from entering into similar
agreements with other businesses.
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ITEM PROCESSING SERVICES AGREEMENT BETWEEN IMPERIAL AND CALIFORNIA UNITED BANK
(CONTINUED):
c.) This Agreement shall be governed by and construed according to the laws of
the State of California. The parties hereto acknowledge and agree that this
Agreement is entered into in Los Angeles County, California and any legal
proceedings to enforce or interpret the provisions of this Agreement shall be
filed and pursued in Los Angeles County, California.
d.) REFERENCE PROVISION:
1) Each controversy, dispute or claim ("Claim") between the parties
arising out of or relating to this Agreement, which is not settled in writing
within ten days after the "Claim Date" (defined as the date on which a party
gives written notice to all other parties that a controversy, dispute or claim
exists), will be settled by a reference proceeding in Los Angeles, California.
Except as otherwise set forth herein, all reference proceedings shall be
conducted in accordance with the provisions of Section 638 et seq. of the
California Code of Civil Procedure, or their successor section ("CCP"), which
shall constitute the exclusive remedy for the settlement of any Claim,
including whether such Claim is subject to the reference proceeding. The
parties waive their rights to initiate any legal proceedings, including any
reference hereunder against each other in any court or jurisdiction other than
the Superior Court of Los Angeles (the "Court"). The referee shall be a
retired Judge selected by mutual agreement of the parties, and if they cannot
so agree within thirty days after the Claim Date, the referee shall be selected
by the Presiding Judge of the Court. The referee shall be appointed to sit as
a temporary judge, as authorized by law. The referee shall (a) be requested to
set the matter for hearing within sixty (60) days after the Claim Date and (b)
try any and all issues of law or fact and report a statement of decision upon
them, if possible, within ninety (90) days of the Claim Date. Any decision
rendered by the referee will be final, binding and conclusive and judgment
shall entered pursuant to CCP 644 in the Court, unless timely contested or
appealed as set forth in paragraph 14,d.)2), below. All discovery permitted by
this Agreement shall be completed no later than fifteen (15) days before the
first hearing date established by the referee. The referee may extend such
period in the event of a party's refusal to provide requested discovery for any
reason whatsoever, including, without limitation, legal objections raised to
such discovery or unavailability of a witness due to absence or illness. No
party shall be entitled to "priority" in conducting discovery. Depositions may
be taken by either party upon seven (7) days written notice, and, request for
production or inspection of documents shall be responded to within ten (10)
days after service. All disputes relating to discovery which cannot be
resolved by the parties shall be submitted to the referee whose decision shall
be final and binding upon the parties.
2) The referee shall be required to determine all issues in accordance with
existing case law and the statutory laws of the State of California. The rules
of evidence applicable to proceedings at law in the State of California will be
applicable to the reference proceeding. The referee shall be empowered to
enter equitable as well as legal relief, to provide all temporary and/or
provisional remedies and to enter equitable orders that will be binding upon
the parties. The referee shall issue a single judgment at the close of the
reference proceeding which shall dispose of all of the claims of the parties
that are the subject of the reference. The parties hereto expressly reserve the
right to contest or appeal from the final judgment or any appealable order or
appealable judgment entered by the referee in same manner as if such final
judgment, appealable order or appealable judgment were entered by the court.
Any other new trial hereunder shall likewise be conducted in accordance with
the reference procedure set forth herein. The parties expressly reserve the
right to appeal findings of fact, conclusions of law, a written statement of
decision. In the event of any appeal, the parties will comply with all
statutory and case law requirements governing the timing and subject matter of
appealable orders and judgments.
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ITEM PROCESSING SERVICES AGREEMENT BETWEEN IMPERIAL AND CALIFORNIA UNITED BANK
(CONTINUED):
e.) Should any legal action be brought to enforce the terms of this Agreement,
the prevailing party shall be entitled to recover its reasonable costs and
reasonable attorneys' fees from the non-prevailing party.
f.) All notices, requests, or other communications required or permitted under
this Agreement shall be in writing and may be given by: (1) ordinary mail; (2)
interoffice delivery; (3) personal delivery or (4) facsimile at party's address
as set forth in the Execution portion of this Agreement, or to such other
address as a party may specify from time to time in writing pursuant to this
provision. Notice shall be deemed received three (3) days after deposit in the
ordinary mail, postage prepaid; or one (1) day after deposit in the interoffice
delivery; or immediately upon personal delivery or facsimile transmission with
confirmation.
g.) No assignment of this Agreement or the rights and duties of the parties,
shall be made in whole or in part without the written consent of the other
party.
h.) The waiver by either party of any right hereunder shall not be deemed a
waiver of any other right.
i.) Any person executing this Agreement on behalf of any business entity hereby
warrants that he or she is authorized to execute this Agreement on behalf of
such business entity.
THIS AGREEMENT IS EXECUTED ON BEHALF OF THE PARTIES BY DULY AUTHORIZED
REPRESENTATIVES ON THE DATE SPECIFIED.
IMPERIAL CUSTOMER
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ BY:__________________________________
SENIOR VICE PRESIDENT TITLE:_______________________________
SIGNATURE:_________________________ SIGNATURE:___________________________
DATE:______________________________ DATE:________________________________
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EXHIBIT A
IMPERIAL ITEM PROCESSING SERVICES FOR
CALIFORNIA UNITED BANK
IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT FOR ITEM PROCESSING TO WHICH THIS
IS EXHIBIT A, IMPERIAL WILL FURNISH THE FOLLOWING INDICATED SERVICES TO
CUSTOMER (CUSTOMER TO INITIAL SERVICES DESIRED):
__________1. PROOF: On each business day (excluding Saturdays, Sundays, and
holidays), CUSTOMER will deliver to the IMPERIAL Processing Center, checks and
other items deposited to accounts with CUSTOMER, checks and other items drawn
on CUSTOMER presented for encasement, and transactional entries generated by
CUSTOMER, such as tellers' cash tickets, general ledger entries, and loan
entries ("ITEMS").
a. CUSTOMER will contract with and pay for a courier, to pick up and deliver
all work between CUSTOMER and IMPERIAL. The times of pick up and delivery will
be mutually agreed upon from time to time. If IMPERIAL has not received the
ITEMS from CUSTOMER locations appearing in Exhibit "C" by the agreed upon
delivery times, IMPERIAL may, in its sole discretion and without liability,
delay the processing for such ITEMS until the next business day.
b. CUSTOMER agrees to MICR encode documents to meet IMPERIAL requirements (ABA
and Account Numbers.)
c. CUSTOMER agrees to microfilm all over-the-counter ITEMS submitted to
IMPERIAL.
d. CUSTOMER agrees that all transactional entries, involving tellers' cash
tickets, general ledger entries, or loan entries shall be in balance, and that
IMPERIAL may return to CUSTOMER, unprocessed, any transactional entries that
are not in balance.
e. CUSTOMER agrees to segregate all over-the-counter ITEMS into batches not to
exceed three inches (3") in depth and to identify each such batch with an
appropriate batch header, which batch header shall meet written requirements
provided by IMPERIAL.
f. From the ITEMS submitted to IMPERIAL, IMPERIAL 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 IMPERIAL may, from time to time, deem appropriate to CUSTOMER'S data
processor for data processing.
g. CUSTOMER authorizes IMPERIAL to create ledger suspense entries, deposit
corrections, or such other entries to balance transactions, except for those
transactions outlined in Paragraph 1 d.) above, as may be necessary to the
efficient processing of the ITEMS.
h. After IMPERIAL has completed the process of retrieving and processing, all
over-the-counter ITEMS not drawn against CUSTOMER shall be forwarded for
collection to such correspondent banks as CUSTOMER may designate from time to
time in writing to IMPERIAL.
i. All ITEMS drawn against CUSTOMER and those ITEMS internally generated shall
be returned to CUSTOMER or held by IMPERIAL in accordance with CUSTOMER'S
written instructions.
__________2. DATA TRANSMISSION: IMPERIAL will cause data to be transmitted to
CUSTOMER'S data processor. CUSTOMER and IMPERIAL acknowledge and agree that
CUSTOMER has separately contracted with CUSTOMER'S data processor to provide
data processing services for CUSTOMER and that IMPERIAL shall have no
responsibility for the timeliness or quality of the service provided by
CUSTOMER'S data processor. CUSTOMER'S data processor shall deliver directly to
CUSTOMER all reports generated by it from the data transmitted by IMPERIAL and
IMPERIAL shall have no responsibility for the timeliness of such delivery or
for the adequacy or accuracy of the reports supplied by CUSTOMER'S data
processor, except for errors caused by IMPERIAL failure to transmit
information.
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EXHIBIT A: IMPERIAL ITEM PROCESSING SERVICES FOR (BANK NAME)
(CONTINUED):
__________3. EXCEPTION ITEM PROCESSING: IMPERIAL will either reject or pay
ITEMS listed on the appropriate report in accordance with instructions, either
in writing or orally, by CUSTOMER'S authorized officer or employee. The name
of CUSTOMER'S officer or employee giving such instruction shall be noted on the
ITEM, or on such other record as IMPERIAL may establish, together with the
nature of the instruction. If CUSTOMER has not instructed IMPERIAL regarding
the disposition of any exception ITEM drawn against CUSTOMER by the agreed upon
time each day, then IMPERIAL shall return it through the presentment chain to
the depository bank or institution.
a. All returned ITEMS deposited at CUSTOMER not drawn against CUSTOMER,
including checks not paid because of insufficient funds, uncollected funds,
closed accounts, or any other rejected designation, shall be returned directly
to CUSTOMER and shall not be the responsibility of IMPERIAL, except in cases
where CUSTOMER may request in writing that IMPERIAL process an internally
generated entry regarding such rejected ITEMS.
__________4. SCRUTINIZING: All inclearing items drawn against accounts at
CUSTOMER, which are to be stored by IMPERIAL, will be bulk filed without
examination, except for those inclearing items in excess of an amount defined
in the Client Specification Document or those that are designated by CUSTOMER,
which will be checked against signature specimens provided to IMPERIAL by
CUSTOMER for proper maker's signature.
____N/A___ 5. IMAGE SIGNATURE VERIFICATION SYSTEM: IMPERIAL will install and
maintain an image signature verification system at CUSTOMER locations.
Signature specimens supplied by CUSTOMER will be scanned and added to the image
files and updates will be transmitted to CUSTOMER locations daily.
__________6. STATEMENT RENDITION: All checks, drafts, and other orders for the
payment of money drawn against accounts at CUSTOMER which are to be stored by
IMPERIAL, will be retained by IMPERIAL until the end of each CUSTOMER'S account
cycle, at which time the ITEMS will be sorted, filed with the monthly
statement, and mailed to the depositor.
__________7. INCLEARINGS: CUSTOMER authorizes IMPERIAL to receive its
inclearing items daily from the Federal Reserve Bank. IMPERIAL will balance
the inclearing items to the cash letters, capture the items on magnetic media
and microfilm, transmit the account information to CUSTOMER'S data processor,
pull out for further handling the appropriate items for exception handling or
scrutinizing, and deliver the items to bulk file storage.
__________8. CONVERSION: IMPERIAL will provide appropriate CUSTOMER personnel
with the training necessary to ensure the smooth operation of item processing,
including the organization of the daily work and the use of IMPERIAL forms and
tickets. The one day training will be provided at a central location of
CUSTOMER.
__________9. TIME FRAMES/CLIENT SPECIFICATION DOCUMENT: The parties agree to
work together in good faith to arrive at mutually acceptable, commercially
reasonable time deadlines for the various interfaces and transmissions of data
and items between the parties and other affected entities. The parties hereby
incorporate by reference the Imperial Bank Client Specification Document, as
modified from time to time upon the parties' mutual agreement; if the parties
are unable to reach initial agreement as to the procedures and time-frames
contained in the Client Specification Document, the CUSTOMER may terminate the
Item Processing Services Agreement without any penalty.
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IMPERIAL CUSTOMER
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ BY:__________________________________
SENIOR VICE PRESIDENT TITLE:_______________________________
SIGNATURE:________________________ SIGNATURE:___________________________
DATE:_____________________________ DATE:________________________________
11
EXHIBIT C
IMPERIAL SERVICE LEVEL AGREEMENT FOR
CALIFORNIA UNITED BANK
IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT FOR ITEM PROCESSING TO WHICH THIS
IS EXHIBIT C, IMPERIAL WILL FURNISH THE FOLLOWING INDICATED SERVICES TO
CUSTOMER (CUSTOMER TO INITIAL SERVICES DESIRED):
1. ASSUMPTIONS
a. All times referenced shall mean Pacific Standard Time, including Daylight
Saving Time, unless otherwise specified.
b. All times listed apply to a "normal operating environment", IMPERIAL will
use its best efforts to maintain the listed service levels when interruptions
occur, e.g., line failures, equipment failures, etc.
_______2. SERVICE LEVELS
a. PROOF: The CUSTOMER'S office location(s) designated for courier pick-up of
over-the-counter items: See Client Specification Document
b. The courier pickup schedule for delivery of over-the-counter items to
IMPERIAL shall be mutually agreed upon.
c. When multiple courier deliveries are arranged to maximize the probability
that IMPERIAL can release the CUSTOMER transit cash letters to its couriers at
the specified times, CUSTOMER should ensure that at least forty (40) percent of
its over-the-counter items can be released prior to the final courier run.
d. Float will be assigned based on a table provided by CUSTOMER. The daily
float report will include information on all large cash deposits. A transit
item end-point analysis report will be provided on a monthly basis.
__________3. DATA TRANSMISSION: Transmission of same day captured items will
be available no later than 11:00 p.m. Monday through Thursday and midnight on
Fridays or days after holidays.
a. Transmission and tape files will be retained for a minimum of five (5)
business days.
b. IMPERIAL will provide a transmission file in the format required by
CUSTOMER.
__________4. RESEARCH: CUSTOMER may request photocopies of items via courier,
mail, or facsimile transmission. Photo requests are processed and turned
around within forty-eight (48) hours. Photocopies are to be as clear as
possible and full size. Emergency photo requests are handled by IMPERIAL
Customer Service within twenty-four (24) hours.
a. IMPERIAL will retain microfilm of items captured for a period of seven (7)
years.
__________5. INCLEARINGS: The Federal Reserve Bank has the right to deliver
inclearing items as late as 2:00 p.m. Items received after 2:00 p.m. will not
make the scheduled transmission/delivery times. All items received by 2:00
p.m. will be processed during that day and transmission will be on schedule.
IMPERIAL will make a best effort to process items received after 2:00 p.m. for
same day transmission. Items will be available the following banking day.
__________6. STATEMENT PREPARATION: Personal account statements will leave
IMPERIAL two (2) business days after receipt from the data processor, business
account statements will leave IMPERIAL two to four (2 to 4) business days after
receipt from the data processor. IMPERIAL will notify CUSTOMER when each cycle
has been completed and mailed.
12
EXHIBIT C: IMPERIAL SERVICE LEVEL AGREEMENT FOR (BANK NAME)
(CONTINUED):
7. REPORT AND STATEMENT PRINTING OPTIONS
__________a. Reports: All reports are printed on Xerox 4850 Page Printers that
are capable of printing on both sides of the paper. The Printers also have the
ability to print two pages of information on one side of the paper by reducing
the font size. For reports that are not frequently referenced, this enables
four (4) pages of information to be printed on a single sheet of paper. (The
charge is per image, not per page of data. Therefore, in the example above,
CUSTOMER would be charged for two images not four pages. CUSTOMER should note
that a minimum monthly charge of $100.00 also applies.)
__________b. Statements: All statements are printed on Xerox 4850 Page
Printers that are capable of printing on both sides of the paper. The Printers
also have the ability to print two pages of information on one side of the
paper by reducing the font size. The Xerox 4850 can print in black and one
other color. Using M&I's Custom Statement Formatter, IMPERIAL prints its logo
in blue and the remainder in black. IMPERIAL also prints disclosure information
on the back of the statement that is customized to the specific account type.
This eliminates the need for customized forms and the expense of reprinting the
forms when regulations change. (The special price of .05 cents per statement
includes all printing regardless of the number of pages. There is, however, a
$2,500.00 set-up fee to cover the cost of creating a logo and formatting the
disclosure information.)
___N/A____8. IMAGE SIGNATURE TRANSMISSION: After initial conversion, IMPERIAL
will transmit image files containing new account holder signatures to CUSTOMER
within forty-eight (48) hours of receipt of new signature cards.
__________9. GENERAL SERVICES: IMPERIAL will provide appropriate CUSTOMER
personnel with the training necessary to ensure the smooth operation of item
processing, including the organization of the daily work and the use of our
forms and exhibits.
__________10. (COURIER SERVICES): The courier charge is based on the reports
leaving IMPERIAL at 5:00AM and being delivered to CUSTOMER at approximately
7:30AM. The current price for this service is based on combining CUSTOMER'S
work with IMPERIAL'S existing couriers. If a special run is set-up, the price
will significantly increase. The charge for the courier service will be
included with CUSTOMER'S monthly invoice.
IMPERIAL CUSTOMER
▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇ BY:__________________________________
SENIOR VICE PRESIDENT TITLE:_______________________________
SIGNATURE:________________________ SIGNATURE:___________________________
DATE:_____________________________ DATE:________________________________