Agreement Number:
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AGREEMENT
between
FISERV SOLUTIONS, INC.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
and
APPALACHIAN COMMUNITY BANK
ELLIJAY, GEORGIA
Date: July 26, 2002
AGREEMENT dated as of July 26, 2002 ("Agreement") between FISERV SOLUTIONS,
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INC., a Wisconsin corporation ("Fiserv"), and Appalachian Community Bank , a
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Georgia Financial Institution ("Client").
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Fiserv and Client hereby agree as follows:
1. Term. The initial term of this Agreement shall be 5 years and, unless
written notice of non-renewal is provided by either party at least 120 days
prior to expiration of the initial term or any renewal term, this Agreement
shall automatically renew for a renewal term of 3 years. This Agreement shall
commence on the earliest of the day Fiserv Services (as defined below) are first
used by Client or September 6, 2002 .
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 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. Fees for Conversion Services are set forth in Exhibit A-2(D).
(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. Fees for Training Services are set forth in
Exhibit A-2(M).
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;
(iii) estimated Taxes (as defined below) thereon; and
(iv) initial estimated fees amount will be based on outsourcing proposal
dated June 3, 2002 (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, which will not exceed 15%. Such
out-of-pocket expenses may be changed from time to time upon notification of a
fee change from a vendor/provider.
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(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. Should Client dispute any
charges on an invoice that amount may be set aside without being considered in
default until resolved with Fiserv in a timely manner. In the event any
undisputed amounts due remain unpaid beyond the 30th day after payment is due,
Client shall pay a late charge of 1.5% per month. Any disputed items will be
communicated to Fiserv at least three days prior to the scheduled debit
transaction. The amount of dispute and reason will be indicated on a Disputed
Item form and faxed or otherwise forwarded to the party names on the form. This
amount will be deducted, without questions, from the amount due before
processing the ACH transaction. Subsequent follow up of the items will be made
by Fiserv account managers.
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 shall continually review and modifiy 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; provided, however, that any change in service
cost must conform with those provisions set forth in Section 3(a) of this
Agreement.
(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, and 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.
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(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, except as otherwise provided in Section 6(a)
above, 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 (or by applicable state law). 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, except as required by applicable law.
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.
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(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 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 30 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 and hold harmless
Client, it's officers, directors, employees, and affiliates 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 the use by Client of the Fiserv System in a manner other than that provided
in 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. NEITHER CLIENT NOR FISERV MAY ASSERT ANY CLAIM UNDER THIS AGREEMENT
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 6 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. THIS SECTION 9(a) DOES NOT APPLY TO
FISERV'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8(a)(ii).
(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
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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 shall maintain a disaster
recovery plan with respect to Fiserv Services (the "Disaster Recovery Plan"),
and, in the event of a Disaster (as defined in this Section), Fiserv shall
implement its Disaster Recovery Plan. 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. In the event of a Disaster, Fiserv and Client shall
establish alternative communications, as discussed by Fiserv and Client prior to
the effective date of this Agreement.
(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, notwithstanding amounts in dispute as provided in Section 3(e)
above, 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 30 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. Each of the following shall constitute a "default" under this
Section 11(d):
(i) Client, subject to the provisions of Section 11(b) above, defaults in
the payment of any sum of money due;
(ii) either party breaches this Agreement in any material respect or
otherwise defaults in any material respect in the performance of any
of its obligations; or
(iii)either party 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;
in any such event, the non defaulting party may, upon written notice, terminate
this Agreement. In the event Client is the defaulting party Fiserv will be
entitled to recover from Client as liquidated damages an amount in accordance
with subsection (e) below. The defaulting party agrees to reimburse the
non-defulting party for any expenses the non-defaulting party may incur,
including reasonable attorneys' fees, in taking any of the foregoing actions.
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(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 80% times the remaining months of the term
during the first 24 months following Client's conversion to the Fiserv Services;
or (ii) 65% times the remaining months of the term during the months 25-36
following Client's conversion to the Fiserv Services; or (iii) 50% times the
remaining months of the term during the months 37-48 following Client's
conversion to the Fiserv Services; or (iv) 40% times the remaining months of the
term during the months 49-60 following Client's conversion to the Fiserv
Services, 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.
(f) 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), or (e) 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. 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 Ellijay, Georgia, and the proceedings to resolve any subsequent disputes
shall alternate between Atlanta, Georgia and Ellijay, Georgia.
13. Insurance. Fiserv carries, and will continue to carry, the following
types of insurance coverages:
(i) Comprehensive General Liability in an amount not less than $1 million
per occurrence for claims arising out of bodily injury and property
damage;
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(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; and (v) Such coverage as required by the
applicable regulatory authority.
14. Audit. Fiserv employs, and shall continue to employ, 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 6 months after its
completion and shall charge each client a fee based on the pro rata cost of such
audit, such fee not to exceed $350. 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; provided, however, that
Fiserv shall be responsible for all obligations hereunder, whether performed by
Fiserv or a Fiserv subcontractor. 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.
8
(k) Exclusivity. Client agrees that Fiserv shall be the sole and exclusive
provider of the services that are the subject matter of this Agreement, as
defined in the Exhibit(s). 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,giving consideration to, but not limited to, existing contract
obligations, regarding 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 current 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:
APPALACHIAN COMMUNITY BANK FISERV SOLUTIONS, INC.
By: By:
---------------------------------- --------------------------------
Name: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ------------------------------
Title: Title: President - Fiserv Atlanta
------------------------------- -----------------------------
Date: Date:
-------------------------------- ------------------------------
9
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(s) H-1, H-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.
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.
APPALACHIAN COMMUNITY BANK FISERV SOLUTIONS, INC.
By: By:
--------------------------------- --------------------------------
Name: Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------- ------------------------------
Title: Title: President - Fiserv Atlanta
------------------------------ -----------------------------
Date: Date:
------------------------------- ------------------------------
10
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.
11
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.
12
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 of $
.45 per account on file (Deposit, Loan)
The Client will be charged a monthly fee of $ .15 per account on file
(General Ledger)
B. Loan Coupon Books* $ 2.20 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 $
A flat fee of $ 0 will be charged to convert to Premier II. Travel and
related expenses will not exceed $2,500.00
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
75 Smart Reports will be provided and included in Base Monthly
Processing Fee. Additional services provided per Exhibit A-4.
G. Platform/Teller Interfaces
$ Included Each Per Function
(i.e. Deposit/Loan/Teller)
H. ATM/EFT Service
Installation Fees:
One-Time Charge $ 5,000.00 Waive
Per ATM Connect Fee $ 500.00 Includes first 5
Per Network $ 500.00 Includes Star
Surcharge Set-Up $ 1,000.00 Waive
Surcharge Set-Up Per ATM $ 150.00 Includes first 5
Communication Install Fee Pass Through
13
Monthly Charges
ATM Base Fee $ 400.00
Network Support per Network $ 100.00
Card Base Record $ 0.06 Per Card
$ 100.00 Minimum
Per ATM Connect Fee $ 150.00 Per Device
Per ATM 7 X 24 Monitoring Fee $ 15.00 Per Device
Communication Line Cost Pass Through
Per Transaction Fees
ON/US Transaction Fees $ 0.10
Foreign Transaction Fees $ 0.10
Surcharge Transaction Fees $ 0.15 In Addition to Above
Transaction Fees
ATM Cards
Plastic Stock Pass Through
New Card Order $ 1.75 Per Card
PIN Mailer $ 0.35 Per Mailer
Postage Pass Through
Visa Debit Processing Per Separate Quote
I. End of Year Processing
Per fee schedule published annually.
J. On-Line Terminal Support
Client will be charged a fee of $15.00 per on-line device
per month.
K. Special Processing $ 340.00 Per Hour
------------------
L. Programming/Consulting $ 125.00 Per Hour
----------------------
M. On-Site Support/Training $ 960.00 Per Person Per
------------------------ Day Plus Travel &
Related Expenses.
14
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 $2,500 per
application (e.g. DDA, SAV, CD, LAS, etc.) 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
lessor 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. Software Licenses
Pricing assumes that Client will maintain all application software
licenses directly with ITI (Resource Management). Client will be
responsible for all associated maintenance fees.
Q. Flex Credit : $50,000:
Fiserv shall grant Client a credit of $50,000 (the "Flex Credit"),
which credit the Client may apply toward the payment of all Fiserv
Services, Conversion Services, Installation Services, Training
Services, and any other service for which specific fees are set forth
in this Agreement. 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 Client, 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. Client must use all Flex
Credits by 12/31/02, any unused Flex Credit dollars will become void
after 12/31/02.
R. Miscellaneous Credit:
Client will receive a $2000 credit per month (the "Miscellaneous
Credit") during months 1-60 of the initial term of the Agreement
against processing fees, paid in consideration for assigment of the
data processing contracts between Appalachian Information Management
and two third-party banks, Community Bank of ▇▇▇▇▇▇▇ County and
SouthBank. Should actual ▇▇▇▇▇▇▇▇ for services of Community Bank of
▇▇▇▇▇▇▇ County and SouthBank decrease from initial estimates, Fiserv
shall reduce the Miscellaneous Credit by a percentageequal to the
percentage reduction of such billing decrease. Should Community Bank
of ▇▇▇▇▇▇▇ County and/or SouthBank terminate their data processing
contract(s) with Fiserv, Client shall continue to be entitiled to the
Miscellaneous Credit; provided, however, that the Miscellaneous Credit
shall be reduced by a percentage which is equal to the percentage
reduction of the billing decrease represented by the percentage that
the total amount of the termination fee varies from 100% of the total
amount of fees otherwise remaining under both data processing
contracts.
* All third party fees are subject to change without notice.
15
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 Eastern Standard/Daylight Time. The Fiserv Account
Processing Center will observe national holidays, and will be closed for on-line
operations.
16
Exhibit A-4
MISCELLANEOUS SERVICES
Request Fee
PRM SMART Reports & Pull Files $50 Per Report/File
CIS/6110/CIS/6030 Standard One Per Month
Safe Deposit Box Billing Additional at $50.00 Per Report
Safe Deposit Box Trial and
Past Due Reports
CIS/6040 Standard One Per Month
Debit Card Reference Journal Additional at $50.00 Per Request
CIS/6111 Standard One Per Month
Debit Card Billing Additional at $50.00 Per Request
DDA/3000 $85 Per Request
"On-Demand" Statement Cycles
DDA/3800 $340 Per Request*
DDA Month End Account *One execution of this program is
Profitability Analysis included with month end processing.
Charge would only apply to requests
other than month end.
DDA/6000 $170 Per Request*
DDA Balance Range Report *One execution of this program is
included with month end processing.
Charge would only apply to requests
other than month end.
DDA/6100 $100 Plus $.35 per Confirmation
Audit Confirmations - DDA
DDA/6002 $85 Per Request
Account Code/Cycle
Distribution Report
DDA/6003 Standard at month end only. Other
DDA Holds Report requests $85.00
DDA/6004 $85 Per Request
Report Errors Concerning
DDA Stmts.
SAV/6000 $170 Per Request*
SAV Balance Range Report *One execution of this program is
included with month end processing.
Charge would only apply to requests
other than month end.
SAV/6100 $100 Plus $.35 per Confirmation
Audit Confirmations - SAV
SAV/6002 $85 Per Request
Account Code/Cycle
Distribution Report
17
SAV/6003 Standard at month end only. Other
Report of SAV Holds requests $85.
SAV/6007 Standard at month end only. Other
Automatic Transfers to DDA Report requests $85.
SAV/6006 Standard at month end only. Other
Savings Balances Subject to requests $85.
Rate Change
COD/6006 $170 Per Request*
CD Analysis Reports *One execution of this program is
included with month end processing.
Charge would only apply to requests
other than month end.
COD/6100 $100 Plus $.35 per Confirmation.
Audit Confirmations - CD
COD/6002 $85 Per Request
Account Code/Cycle
Distribution Report
COD/6003 $85 Per Request
Report of CD Holds
LAS/6013 Standard at month end only. Other
Loan Status Report - requests $85.
Reports by Period
LAS/6012 Standard at month end only. Other
FHA Title I Home Improvement requests $85.
Loan Reporting
LAS/5202 Standard at month end only. Other
Escrow Addenda Reference Journal requests $85.
LAS/5203 Standard at month end only. Other
Escrow Review Conversion requests $85.
LAS/6007 $170 Per Request*
Loan Analysis Report *One execution of this program is
included with month end processing.
Charge would only apply to requests
other than month end.
LAS/6100 $100 Plus $.35 per Confirmation
Audit Confirmations - Loans
LAS/6008 Standard at month end only. Other
Dealer, Source or Participated Report requests $85.
LAS/6200 $85 Per Request
Line Transcript Statement Report
LAS/6201 $85 Per Request
Note Transcript Statement Report
18
LAS/6202 $85 Per Request
Note Statement
LAS/6009 $170 Per Request*
Direct/Indirect Liability Reporting *One execution of this program is
included with month end processing.
Charge would only apply to requests
other than month end.
LAS/6010 $85 Per Request
Extracts Source ID Numbers
Updates Market Prices
LAS/6011 $85 Per Request*
HMDA Reporting Code Analysis *One execution of this program is
Reports included with month-end processing.
TTM/5511, TTM/5512 Standard at month end only.
Other Requests $85.00
CIS/6401 $25 Per application plus $ .15 per
Cross Application Processing SMART account. Weekend processing only.
CIS/6300 $50 Per Request
Specifications Reports
FMS/8200 $50 Per Request
Move Projected Budget to
Current Budget
ADS/0900 $100 Per Applications $.01 Per Account
Mass Maintenance on File per Pass of the Application
Specification Changes $25 Per Quarter Hour
Special Programming or Consulting $125 Per Hour
Computer Time for Special $340 Per Hour
Client Request
Retransmitting of Print Files $20 Per File
$100 Minimum
$500 Maximum per Processing Day
19
Exhibit A-4
PAPERLESS ITEM MODULE (PIM) SERVICES
Fiserv will provide PIM Services per the fees outlined below:
ACH Formatted File Input Service
Implementation Fee $125.00 Per Hour
$225.00 Minimum
Per Input Formatted File $.01 Per Transaction
$30.00 Minimum Per File
ACH Origination Service
Implementation Fee $150.00
Per Monthly Fee $100.00
Miscellaneous Service Fees subject to change.
20
Exhibit A-5
ANCILLARY MODULES
One-Time
Description Fee Monthly Fee
General Ledger Accounting System with Cost Center Accounting Included Included
Asset Liability Management System $4,000 $325
Bond Account System $1,500 $200
Check Reconciliation $1,500 $200 Base/$35.00 Per Input File
Fixed Asset System $1,500 $200
Stockholder Accounting System Included Included
Accounts Payable System $1,500 $200
Loan Custodial Module $1,500 $200
Automated Collateral Insurance Reporting Module N/A $65 Per Tape
Automated Credit Reporting Module N/A $65 Per Tape
Holding Company Reporting Module $3,000 $300
Federal Call Reporting Module $1,500 $200 Included
Safe Deposit Box Accounting System $1,500 $200 Included
On-Line Loan Collection Module $4,000 $350 Included
Telebanc Included Base $400 plus $.03 per Total Accounts on File
Bank pays for line and/or access fees.
EIM Decision Plan $1,000 Base $400 plus $.01 per Total Accounts on File
Director Included Included
Signature Management Module $1,500 $200
▇▇▇▇ Payment Module $3,000 $350
21
Prime Data Warehousing Included Base $400 Plus $.03 Per Total
Workstation Software Per Separate Quote Accounts on File
Third Party Training Additional
Premier e Com (Internet Banking) Per Separate Quote
PWTeller / EZ Teller / PLUS Teller / PII Teller Included Included
PII Platform (Deposit) $2,500 $250
Sharp 6500 $2,500 $250
Platform Transfer CFI Loan/CFI Deposit/Bankers System $2,500 $250 per Function
Deposit/Bankers System Loan/Formation Technologies Loan/
EZ Lender
Ancillary Module One-Time Fees and Monthly Fees subject to change, in accordance
with Exhibit A-2(O). Implementation travel and related expenses additional, in
accordance with Exhibit A-2(D).
22
Exhibit A-6
EXHIBIT A-6
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%
---------------------------- -------------------------- ---------- ------------------------- -------------------------
---------------------------- -------------------------- ---------- ------------------------- -------------------------
7 X 24 Sun-Sat. Internet Banking 10 98% 99%
Applications
---------------------------- -------------------------- ---------- ------------------------- -------------------------
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.
Measurement Period: Calendar Month
* Excludes SMART Reports, Special Requests and Statements.
** Provided Client Has Sufficient Capacity at Client Locations.
*** Excludes Unplanned interruption in which Fiserv is required to relocate
processing (Exhibit H-1).
23
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.
24
Exhibit A-7
Visa Debit Processing Fee Schedule
I. SYSTEM INSTALLATION
-------------------
Setup Fee $ 2,500.00 per bin
II. MONTHLY PROCESSOR FEES $ 1,000.00 minimum
----------------------
(All items listed in Section II are included in the monthly minimum)
Authorization Support $ 0.08 per transaction
---------------------
(each authorized transaction)
Settlement Support
(each settlement transaction) $ 0.08 first 50,000
$ 0.07 50,001 & Above
File Residency Support
(each card on file) $ 0.05
Lost/Stolen Card Reporting $ 10.00 each
--------------------------
(after hours)
CWB/Negative File Updates $ 1.00 each
-------------------------
III. SNS FULL CARDHOLDERS SERVICING (Optional)
-----------------------------------------
$ 0.20 first 4,000 cards
$ 0.15 all additional
$ 600.00 minimum
IV. FILE TRANSMISSIONS (CMF/OPC/ACH) SUPPORT
----------------------------------------
$ 600.00 month
V. REPORTING ACCESS $ 100.00 per month
----------------
VI. CARD PRODUCTION
---------------
(includes embossing/encoding, card carrier, envelopes, and PIN reminder/not including postage)
$ 2.00 per card and PIN
$ 20.00 minimum per run
VII. PREPARATION OF VISA QUARTERLY REPORTING
---------------------------------------
(VISA Associate Members Only) $ 150.00 quarter
VIII. VISA FEES AND OTHER SERVICES
----------------------------
The client will be responsible for all VISA fees, dues and
assessments, the cost of plastics, communications costs, all
equipment expenses and any other costs not specified above.
ACCEPTED BY:
Appalachian Community Bank Fiserv Solutions, Inc.
----------------------------- ----------------------------------
Authorized Signature Authorized Signature
Printed Name: Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President - Fiserv Atlanta
----------------------------- ----------------------------------
Date Date
25
Exhibit H-1
FISERV ATLANTA DISASTER RECOVERY AGREEMENT
ON-LINE SERVICES
I. Fiserv shall maintain a disaster recovery plan with respect to Fiserv
Services, including on-line services (the "Disaster Recovery Plan"), and,
in the event of a Disaster (as defined in this Section), Fiserv shall
implement its Disaster Recovery Plan. 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 on-line services to a recovery
location as expeditiously as possible and shall coordinate the cut-over to
back-up telecommunications 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 primary recovery location and only
after stabilizing the provision of base on-lineservices.
II. In the event of a Disaster, Fiservand Client shall establish alternative
communications, as discussed by Fiserv and Client prior to the date(s)
below. .
III. Fiserv shall test the Disaster Recovery Planat least once per year. 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, internal and external auditors, and
insurance underwriters.
IV. 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 as necessary to properly
protect Client's revenues in the event of a disaster.
V. Base subscription fee of $100.00 monthly plus $0.01 per total accounts on
file (Deposit & Loan).
ACCEPTED BY:
APPALACHIAN COMMUNITY BANK FISERV SOLUTIONS, INC.
------------------------------------ ----------------------------------
Authorized Signature Authorized Signature
Printed Name: Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President - Fiserv Atlanta
------------------------------------ ----------------------------------
Date Date
26
Exhibit H-1
FISERV ATLANTA DISASTER RECOVERY AGREEMENT
EFT/ATM SERVICES
(Atlanta Stratus Support Only)
I. Fiserv shall maintain a disaster recovery plan with respect to Fiserv
Services, including EFT/ATM services (the "Disaster Recovery Plan"), and,
in the event of a Disaster (as defined in thisSection), Fiserv shall
implement its Disaster Recovery Plan. 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 EFT/ATM services to a recovery
location as expeditiously as possible and shall coordinate the cut-over to
back-up telecommunications 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 primary recovery location and only
after stabilizing the provision of base EFT/ATM services.
II. In the event of a Disaster, Fiserv and Client shall establish alternative
communications, as discussed by Fiserv and Client prior to the date(s)
below.
III. Fiserv shall test the Disaster Recovery Planat least once per year. 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, internal and external auditors, and
insurance underwriters.
IV. 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 as necessary to properly
protect Client's revenues in the event of a disaster.
V. Base subscription fee of $100.00
ACCEPTED BY:
APPALACHIAN COMMUNITY BANK FISERV SOLUTIONS, INC.
------------------------------------ ----------------------------------
Authorized Signature Authorized Signature
Printed Name: Printed Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President - Fiserv Atlanta
------------------------------------ ----------------------------------
Date Date
27
Exhibit O
Internet Banking Services
Client agrees with Fiserv as follows:
1. Services. Fiserv will provide Client the Internet Banking Services
specified in Exhibit O - 1, Client Web Site Branding specified in Exhibit O - 3,
and the Internet Web Hosting Services specified in Exhibit O - 4 (collectively,
"Internet Banking Services").
2. Fees. Client shall pay Fiserv the fees and other charges for Internet
Banking Services specified in Exhibits O - 2, and O - 4. 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.
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 Internet Banking Services. Client shall be responsible
for paying for all supplies to be used in connection with Internet Banking
Services.
4. Service Modifications. In connection with Fiserv's provision of Internet
Banking Services, (a) Fiserv may, at any time, withdraw Internet Banking
Services, or any part thereof, upon 6 months prior written notice; and (b)
either party may terminate Internet Banking 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 Internet
Banking 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 (i) all circuits are disconnected and the
telecommunications company ceases invoicing Fiserv; and (ii) 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") in connection with Fiserv's provision
of Internet Banking Services. Client will indemnify and hold harmless Fiserv,
its officers, directors, employees, and affiliates against any claims or actions
arising out of Fiserv's use of Trademarks.
7. Regulatory Compliance. Client shall use Internet Banking Services only
in conjunction with lawful purposes. Client agrees not to use Internet Banking
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, and affiliates against any claims or actions arising out
of any breaches of the foregoing. Client acknowledges that Fiserv shall not
monitor, review, or approve any Content. Client acknowledges that access to
Internet Banking 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.
28
Exhibit O-1
Internet Banking Services
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.
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.
10. Portal services are available on a request basis.
29
Internet Banking Services
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 assumes a guaranteed or"good funds" environment for ▇▇▇▇
Payment processing in which Client agrees to settle directly with
Remittance Processor for ▇▇▇▇ payment transactions. ▇▇▇▇ payment
transactions for client are settled on the processing day after the ▇▇▇▇
payment instruction was sent to Remittance Processor. Client will receive a
transmitted Payment Response File during the morning of each processing
day. This file shows the dollar amounts for payments processed from the
prior day's transmission. This file will also include a listing of any
payment items that did not process and should not be settled. Client must
transfer the total dollar amount of the payments processed to Remittance
Processor's designated bank account by 11:00 a.m. Eastern Time or within a
reasonable amount of time following the receipt of the Payment Response
File and no later than the end of the business day at 5:00 p.m. Eastern
Time. Remittance Processor will verify this wire transfer, and upon
verification, will proceed with the processing for Client
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.
30
Internet Banking Services
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. Client agrees to purchase any necessary equipment or software needed to
provide Internet Banking 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.
15. PremierECom requires browser desktop software (i.e. SCM2100 or Premier
Navigator) to reside on each workstation that needs administrative
capabilities. The bank is responsible for the acquisition and installation
of these two products.
16. Client agrees to provide first level customer support for Internet Banking
Services with its customers.
17. Client acknowledges and understands disaster recovery is excluded.
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.
Client is contracting for these services:
PremierECom Internet Services Yes No
----- ------
▇▇▇▇ Payment Services Yes No
----- ------
If ▇▇▇▇ Payment Services are to be provided, indicate which company below:
CheckFree _____
PrincetonECom _____
Appalachian Community Bank Fiserv Solutions, Inc.
By: By:
--------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President - Fiserv Atlanta
------------------------------ -------------------------------
Date: Date:
------------------------------- --------------------------------
31
Exhibit O-2
Internet Banking Services Fees
-------------------------------------------------------------------------------- -------------------------------------
Implementation One-time Fees
-------------------------------------------------------------------------------- -------------------------------------
-------------------------------------------------------------------------------- -------------------------------------
Implementation Fees:
Total Number of Accounts < 10,000 (Deposit and Loan Accounts) $ 16,000
Total Number of Accounts > 10,000 (Deposit and Loan Accounts) Included
CheckFree ▇▇▇▇ Payment:
Total Number of Accounts < 10,000 $ 4,000
Total Number of Accounts > 10,000 $ 5,000
-------------------------------------------------------------------------------- -------------------------------------
-------------------------------------------------------------------------------- -------------------------------------
Initial Set-up and Training: $ (Included)
1 Day Training Included plus T&E $ Out Of Pocket Expenses
-------------------------------------------------------------------------------- -------------------------------------
Recurring Monthly Fees
Number of Customers
--------------------------------------- --------------------------------------- --------------------------------------
Monthly Fees
--------------------------------------- --------------------------------------- --------------------------------------
Recurring Fees:
Monthly Base Fee: Includes 1 hour maintenance per $ Included
Per Account Fee: month** $ .05
CheckFree ▇▇▇▇ Payment:
Monthly Base Fee: $ 600.00
Per CheckFree Account Fee: $ .57 *
CheckFree Special Services Fees:
Stop Pay or Re-Issue $ 20.00 *
Overnight Delivery $ 20.00 *
ROLA Station $ 20.00 *
--------------------------------------- --------------------------------------- --------------------------------------
Transaction Based Fees
-------------------------------------------------------------------------------- -------------------------------------
Transaction Fees:
All Transactions (Includes Inquiries, transfers, etc.) $ .02 (after 12 months)
-------------------------------------------------------------------------------- -------------------------------------
-------------------------------------------------------------------------------- -------------------------------------
CheckFree ▇▇▇▇ Pay Transactions $ .25 *
-------------------------------------------------------------------------------- -------------------------------------
-------------------------------------------------------------------------------- -------------------------------------
New CheckFree Customer Setup $ 1.00
-------------------------------------------------------------------------------- -------------------------------------
-------------------------------------------------------------------------------- -------------------------------------
Statement View Downloads $
-------------------------------------------------------------------------------- -------------------------------------
* Monthly minimum of $200.00 for the aggregate of these CheckFree Fees.
** Additional maintenance $125.00 per hour, billed in 15 minute increments.
Additional Training: $500.00 per day
Programming/Consulting Services: $500.00 per day
Internet audit fee allocated based on number of clients.
32
Exhibit O-3
Internet Banking Services
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 four (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 the Client Web site on Fiserv's Internet
System. Implementation of the Client Web Site on Fiserv's Internet System will
occur within 5 business days of Fiserv's receipt of Client's approval.
33
Internet Banking 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.
Fiserv will submit Client's Web Site Universal Resource Locator (URL) address to
mutually agreed upon database search and retrieval services (such as Yahoo) and
listing service (such as COOL) on the Internet for the purposes of listing the
Web Site. These listing services are billed to Client. Client agrees to (i) pay
for any such fees or for any other listing or advertising services Client may
elect, or (ii) cancel such listing services. 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
Internet System on a periodic basis as mutually agreed.
It is the client's 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.
-------------------------------- ---------------------------------------------- --------------------------------------
Description Fees
-------------------------------- ---------------------------------------------- --------------------------------------
-------------------------------- ---------------------------------------------- --------------------------------------
Implementation: One-Time Implementation Fee to move from $ 500.00
current Host Provider
-------------------------------- ---------------------------------------------- --------------------------------------
-------------------------------- ---------------------------------------------- --------------------------------------
Recurring : Monthly Base Fee $ 200.00
Includes 1 Hour of Changes Per Month*
-------------------------------- ---------------------------------------------- --------------------------------------
-------------------------------- ---------------------------------------------- --------------------------------------
Optional Enhancements: Per Hour, Billed in 15 Minute Increments $ 125.00
-------------------------------- ---------------------------------------------- --------------------------------------
-------------------------------- ---------------------------------------------- --------------------------------------
-------------------------------- ---------------------------------------------- --------------------------------------
Note: * Unused Time Cannot Be Carried Forward.
Client is contracting for Web Site Hosting Services: Yes No
----- ------
Appalachian Community Bank Fiserv Solutions, Inc.
By: By:
--------------------------------------- --------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Title: President - Fiserv Atlanta
------------------------------------ -----------------------------
Date: Date:
------------------------------------- ------------------------------
34