EXHIBIT 10.102
Pan American
Bank, FSB
San Mateo, California
Service Agreement Between FPS GOLD/(R)/
And Pan American Bank, FSB
June 5, 1998
FPS GOLD/(R)/
ON-LINE COMPUTER SERVICE AGREEMENT
This Agreement dated June 19, 1998, is made and entered into between DHI
Computing Service, Inc., a Utah corporation, doing business through a division
known as FPS GOLD (hereinafter referred to as "FPS"), and the following user
(hereinafter referred to as "User") of the computer services described herein:
User's Name: Pan American Bank, FSB.
Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇, Zip Code: ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Telephone: 650-345-1800
This agreement sets forth the terms and conditions under which FPS shall process
data for the User and provide related services as herein set forth. In
consideration of the mutual promises set forth herein, the parties agree as
follows:
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1. SERVICES
1.1 Connection of Remote Units to CPU. FPS has central processing computer
equipment ("CPU") capable of communicating with FPS-approved in-house electronic
computer equipment ("remote units") in an on-line mode. The equipment presently
constituting the CPU and the related computer equipment of FPS which is integral
to FPS' utilization of the CPU for the benefit of User is described in Exhibit
"A." Pursuant to this Agreement, FPS will permit the User to connect its remote
units to the CPU and receive the services and the reports described in this
Agreement. The remote units which the User presently has available to it or
which the User will promptly acquire are also set forth in Exhibit "A." Such
remote units are approved by FPS as being of the type capable of transmitting
data to and receiving reports from FPS and functioning as remote units under
this Agreement.
1.2 Reports and Services; Data Transmission. FPS agrees to process data
transmitted to it by the User and with the data base thereby produced to provide
the User with reports and services described in Exhibit "B." Standard reports
and services described in Exhibit "B" shall be provided automatically and
optional reports and services described in Exhibit "B" shall be provided upon
the User's written request. The User agrees to transmit and deliver to FPS'
processing center the data required for FPS to process such data and produce
said reports. The data shall be transmitted and delivered in the format
reasonably designated and approved by FPS. The User assumes full responsibility
for the timely and accurate transmission and delivery of the data. If the data
transmitted and delivered to FPS is incorrect, incomplete, or in a format
unapproved by FPS, then the User agrees to pay reasonable charges to FPS for any
services which it may render at its option, but without obligation to do so, in
preparing or correcting the data or the format of the data.
1.3 On-Line Transmission. The on-line transmission hours shall be from 8:30
a.m. to 7:30 p.m., Monday through Friday, except on those state and federal
holidays when the User is permitted to be closed for business under applicable
laws. On-line transmission shall also be available from 9:00 a.m. to 4:00 p.m.
on Saturdays, except those holidays as described above, at the additional charge
set forth in Exhibit "C." All times set forth herein are Mountain Time
(Standard or Daylight, as may then be in effect).
1.4 Printed Forms. FPS shall provide standard paper stock for reports printed
by FPS at its processing center or its other printing facilities. If the User
wants its reports printed on social preprinted forms, or on custom FPS laser-
printed forms, such forms shall be supplied and paid for by the User. All such
special forms shall be subject to FPS' approval as to format. FPS agrees, at
the User's request, to store a reasonable supply of such User forms at the FPS
printing facility, and the User or its designated agent shall have the sole
responsibility for the replenishment of said supply. The User shall provide all
standard paper stock, as well as special forms, for reports printed by remote
units at the premises of the User.
1.5 Availability of Reports. The daily reports described in Exhibit "B" will
normally be available to the User by 8:00 a.m., Mountain Time, on the first day
on which the User is open for business after the day on which the data reflected
on the reports was transmitted to FPS. If the User has on-line remote printing
capability, FPS will, at the Users' request, transmit the daily reports to the
User on-line. If the User does not have or elects not to use remote printing
capability, the User shall have full responsibility for the pickup of reports
from FPS' processing center in Provo, Utah, or at any remote printing facility
of FPS which the User considers more convenient to it, whether using a common
carrier or other courier. As a convenience to the User, FPS may from time
totime, at its option and at the request of the User, deliver reports to the
User at locations and for a fee to be agreed upon. If FPS delivers the reports
and if agents of the User who are to receive the reports are not present at the
time of delivery, the reports may nevertheless be left at the agreed locations
and the User assumes all risk of loss with respect thereto, unless the User and
FPS have agreed in writing in advance on some other procedure to be followed in
the event of absence of the User's agents. The User may use the on-line mode to
generate reports in addition to those described in Exhibit "B."
1.6 Examination of Reports by the User; Notification of Errors. The User
agrees to follow the procedures outlined in FPS instruction manuals, bulletins,
and orientation classes to monitor the accuracy and completeness of the reports
received from FPS pursuant to this Agreement. Additionally, the User agrees to
establish its own internal accounting and other control procedures necessary to
properly balance the reports on a daily basis. The User shall promptly, and in
no event later than 96 hours after FPS has made a report available to the User,
notify FPS of any errors or omissions in the report.
1.7 Obligation of FPS to Modify Reports and Services. FPS agrees to use prompt
and commercially reasonable efforts to provide raw reports and services or
modify existing reports and services as are required by any governmental
regulatory agency having jurisdiction over the User. FPS agrees to notify the
User of new reports and services and of modifications to reports and services.
The User shall pay its pro rata share (determined by the number of User customer
accounts serviced by FPS in relation to the total number of customer accounts
serviced by FPS for all of its financial institution users subject to such
regulatory agency) of reasonable charges (as that term is defined in Section 9.2
herein) for the development of such new or modified reports or services. The
User shall also pay reasonable charges for the use of such new or modified
reports or services. All software programs for such new or modified reports and
services shall be the sole and exclusive property of FPS, as provided in Section
5.10 herein, except as otherwise agreed in writing by the parties.
1.8 Right of FPS to Modify Reports and Services. In addition to modifications
made under the circumstances described in Section 1.7, FPS reserves the right to
modify its reports and services under this Agreement from time to time as long
as no such modification will materially diminish the quality of reports and
services provided hereunder. FPS will notify the User of any modifications made
by it.
1.9 Additional Reports and Services Requested by User. Upon written request
from the User from time to time, but subject to agreement by FPS after receipt
of any such request, FPS shall use its best efforts to provide and perform
additional data processing reports and services which the User may reasonably
need. The User agrees to pay reasonable charges for the development and use of
such additional reports and services.
2. EQUIPMENT
2.1 Remote Units. The User shall obtain a sufficient number of FPS-approved
remote units and appropriate telephone data communications equipment so that the
User can transmit on-line to FPS the data to be processed by FPS under this
Agreement and receive from FPS the on-line data at the remote units. FPS has no
obligations whatever with respect to the remote units or the telephone
communications equipment.
2.2 Transmission Lines. Except as set forth in Section 7.6, FPS shall arrange
with the appropriate telephone companies for the necessary
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transmission lines for the transmission of data between the User and FPS, but
FPS has no other obligations whatever with respect to such transmission lines.
2.3 Telephone Company Charges. The User shall pay all telephone company
charges for lines and equipment used in connection with the on-line services
provided by FPS. If any part of such lines or equipment is used jointly by the
User and any other party, FPS shall allocate the portion of the charges related
thereto which shall be paid by the User, and any such allocation reasonably made
by FPS shall be binding on the User. The User shall promptly reimburse FPS for
any telephone company charges to be paid by the User which are initially paid by
FPS, together with a reasonable charge for FPS overhead.
3. TRAINING
3.1 Conversion Training. FPS shall provide to the User eight (8) person weeks
of training (or the equivalent of 320 hours of training by one individual) for
key personnel of the User who will be responsible for training other employees
of the User. Except as the parties otherwise agree in writing, five (5) of the
person weeks of conversion training will be at FPS' facilities in Provo, Utah,
and the remaining three (3) person weeks of conversion training will be at the
User's facilities. The charge which the User agrees to pay FPS for such
training is $ 0 . All training shall be at times reasonably
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convenient to both parties. Each party shall pay its own travel and related
living expenses. FPS estimates that the amount of training set forth above will
be needed to train each qualified key employee in the use of the FPS systems.
However, additional training may be needed depending upon such employee's
qualifications and the amount of time and effort exerted by such employee in
learning the systems outside of the training sessions. The User agrees to
require its employees being trained to follow FPS' reasonable training
recommendations, including recommendations for outside study and other training
activities.
3.2 Systems Manuals. FPS shall provide to the User, without additional charge,
three sets of detailed systems manuals for the reports and services described in
Exhibit "B." Prior to the execution of this Agreement, the User has received
and has had opportunity to carefully review FPS' current systems manuals. FPS
shall periodically send to the User updates for the manuals as new or modified
reports and services are provided by FPS.
4. CHARGES FOR SERVICES
4.1 Charge for Conversion of Records. For conversion of the User's records
from its existing processor to FPS' on-line system, the User agrees to pay FPS a
one-time charge of $ 0 . This amount is payable at the time of execution
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of this Agreement and is in addition to other charges payable hereunder. The
User agrees to assist with the conversion procedure in whatever ways FPS
reasonably requests. The User shall be responsible for verifying the accuracy
of the data base after its conversion and for notifying FPS of any errors
therein. FPS shall be responsible for the correction of errors within a
reasonable time after receipt of such notification to the extent the errors are
the result of FPS programming. The User shall be responsible for the correction
of errors which are not the result of FPS programming.
4.2 Amount of Charges. The charges to be paid to FPS by the User for the
reports and services described in Exhibit "B" are set forth in Exhibit "C." All
of the charges shall be subject to increase by FPS from time to time upon at
least 90 days advance written notice; provided, however, in no event may any
increase be effective prior to one year from the date of this Agreement, and in
no event may the increased charges exceed the charges set forth in Exhibit "C"
by a percentage which exceeds the percentage increase in the Consumer Price
Index ("CPI-U") between the month in which this Agreement is executed and the
most recent month preceding the notification of such increased charges for which
the CPI-U is available. The CPI-U means the "Consumer Price Index -Seasonally
adjusted U.S. City Average For All Items For All Urban Consumers (1982-84=100)"
published by the Bureau of Labor Statistics of the United States Department of
Labor or, if such index is unavailable, any other consumer price index
reasonably selected by FPS.
4.3 Statements for Services. Statements for services described in Exhibit "B"
will be submitted to the User monthly for the preceding calendar month, and the
User agrees to pay such statements, without any offset or deduction, within 10
working days after the date of receipt thereof. Statements for telephone
company charges pursuant to Section 2.3 and statements for other amounts to be
paid by the User pursuant to this Agreement will also be submitted to the User
monthly and shall be paid to FPS within 10 working days after the date of
receipt thereof.
4.4 Late Charges. The User agrees that, at the option of FPS, the amount of
any late payment shall bear interest at the rate of 1 1/2 percent per month (or
fraction thereof) from the due date until paid; provided, however, in no event
shall the amount of interest exceed the maximum permitted by applicable law.
4.5 Taxes. The User agrees to pay when due all sales, use, or other taxes
(except a tax on FPS' net income) in connection with the transactions
contemplated by this Agreement. Failure of FPS to collect any such tax in
connection with any statement for services to which it relates shall in no way
release the User of its obligation under this Section 4.5.
5. TERM OF AGREEMENT AND DEFAULT
5.1 Initial Term. The initial term of this Agreement shall commence on the
date of this Agreement and continue until three years after the User goes on-
line with the CPU in connection with its regular business.
5.2 Extended Terms. The initial term of this Agreement shall automatically be
extended for additional successive terms of three years each unless either party
gives written notice of its election not to extend at least 180 days prior to
the end of the initial term or any extended term. For purposes of this
Agreement, the "term" includes the initial term and each extended term.
5.3 Federal and State Agencies. If at any time any provision of this Agreement
would put the User in violation of a mandatory requirement of any federal or
state governmental agency and if FPS is unwilling, within 30 days after written
notice thereof from the User, to amend this Agreement to eliminate such
violation, then the User shall have the right on 30 days additional written
notice to FPS lo terminate this Agreement.
5.4 Material Default by User. If at any time the User materially defaults in
the performance of its obligations hereunder and FPS gives written notice to the
User specifying the default, FPS may terminate this Agreement unless such
specified default is cured by the User within 30 days following such notice.
Termination of this Agreement shall not relieve the User of its obligation to
pay for services rendered prior to termination and to pay for all other amounts
owing hereunder. If there is a bona fide dispute as to whether the User is in
material default, FPS agrees, notwithstanding anything in this Agreement to the
contrary, to continue providing services to User as long as the User pays, in
accordance with this Agreement, the charges owed for such services.
5.5 Liquidated Damages. In the event of termination of this Agreement by FPS
pursuant to the provisions of Section 5.4 herein, or in the event of any
termination of this Agreement by the User other than as permitted in accordance
with the provisions of Section 5.6 or Section 5.7 herein, the User shall pay to
FPS, as liquidated damages and not as a penalty, in addition to all other
amounts then owing hereunder, 65 percent of the projected charges which would
become payable by the User between the date of termination and the end of the
then current term of this Agreement. If the User fails to use, or discontinues
the use of, or substantially reduces its use of (in addition to any reduction in
use resulting from a reduction in the User's business), the services of FPS,
such failure, discontinuance, or substantial reduction shall be deemed a
termination of this Agreement by the User. For purposes of this Section 5.5:
(a) projected monthly charges for each month after the date of termination shall
be deemed equal to the average of the monthly charges billed to the User by FPS
for the six calendar months (or lesser number if charges have only been billed
for a shorter time) preceding the month in which the date of termination occurs
or, (b) if charges have not yet been billed to the User, projected monthly
charges for each month after the date of termination shall be deemed equal to
the average monthly charges which would have been payable by the User for the
three calendar months preceding the month in which termination occurs, such
average monthly charges to be calculated by FPS in a reasonable manner assuming
the User had been on-line with the CPU with all of its business during such
three-month period. This provision for liquidated damages has been agreed to
because of the difficulty which the parties acknowledge exists in determining
actual damages because of their indefiniteness. The amount of the liquidated
damages is a reasonable estimate by the parties of actual damages.
5.6 Material Default by FPS. If, at any time during the term hereof, FPS
materially defaults in the performance of its obligations hereunder, the User
shall give written notice to FPS specifying the default. If such specified
default is not cured by FPS within 30 days following such notice to FPS, then
the User May terminate this Agreement by written notice to FPS.
5.7 Other Rights of Termination by User. In addition to any termination of
this Agreement by User pursuant to Section 5.6, the User shall have the right to
terminate this Agreement upon the occurrence of any of the following events:
(a) any failure by FPS, after using prompt and commercially reasonable efforts
required pursuant to Section 1.7, to provide new reports or services or
modify existing reports or services as required by regulatory agencies; or
(b) any failure by FPS, after using prompt and commercially reasonable efforts
to cure any breach of warranty under Section 6.1, or to correct any defect
constituting a breach of warranty under Section 6.2; or
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(c) any exercise by the User of a right to terminate pursuant to Section 5.3
herein in the event FPS is unwilling to amend this Agreement under the
circumstances set forth in said section.
5.8 Cooperation on Termination. Upon the termination or expiration of this
Agreement, and upon full payment to FPS of all charges for services and other
amounts owing hereunder (except to the extent such amounts are the subject of a
bona fide dispute between the parties), FPS will cooperate with the User to
effect an orderly transition to the User or its new processor of all data stored
by FPS relating to the User's records and accounts. As part of such transition,
FPS, at the request of the User, will deliver such data to the User or its new
processor either on tape or on printout, or both, and the User agrees prior to
such delivery to pay FPS the reasonable cost thereof, including the cost of any
required computer and programmer time used in preparing the tape or the
printout.
5.9 Notification. In the event either party gives written notice of its
election pursuant to Section 5.2 not to extend the term of this Agreement, or in
the event either party gives written notice of default pursuant to Sections 5.4
or 5.6 which might lead to a termination of this Agreement, or in the event of
any other action to terminate this Agreement by either party, or in the event of
any material change in reports or services to be provided by FPS pursuant to
this Agreement, the User agrees promptly to notify each federal and state agency
having jurisdiction over the User to the extent the policies of such agency
require notification. The User agrees to notify FPS in writing of the name and
address of each federal and state agency to which notification is to be sent by
FPS pursuant to this Section 5.9.
5.10 Ownership of Programs. All data processing programs developed by FPS or at
any time used by FPS in connection with this Agreement, and all systems manuals
and other documentation prepared by FPS, are and shall remain the sole and
exclusive property of FPS, and the User acknowledges that it has and will have
no right, title, or interest therein.
6. WARRANTIES; CORRECTION OF ERRORS
6.1 Year ▇▇▇▇ ▇▇▇▇▇▇▇▇; Limited Remedy.
(a) Modification of FPS Programs. Most of the FPS data processing programs
which will be utilized by FPS to provide reports and other services pursuant
to this Agreement were developed, or have already been modified, to
accommodate the transition to the year 2000. FPS is currently modifying and
testing its remaining data processing programs and expects to complete this
effort on or before December 31, 1998.
(b) Progress Reports. Between the date hereof and January 1, 2000, FPS shall
provide User with monthly reports with respect to its modification and
testing efforts and other year 2000 issues.
(c) Date for Compliance; Warranty. FPS warrants that commencing on or before
January 1, 1999, FPS will be Year 2000 Compliant. The term "Year 2000
Compliant " means that reports and other services provided by FPS pursuant
to this Agreement will be capable of accounting for: (i) data which
represents or references different centuries or more than one century either
by utilizing four digit years or by interpreting two digit years from 50 to
99 as twentieth century dates and two digit years from 00 to 49 as twenty-
first century dates, and (ii) the fact that the year 2000 is a leap year.
(d) Testing. FPS will provide a mainframe computer on which the User and other
users will be able to conduct extensive on-line tests in a test environment
(which will be separate from the production environment) in which to verity
that the FPS data processing programs are Year 2000 Compliant. Such testing
will be available no later than the date on which FPS deems itself to be
Year 2000 Compliant. The User agrees to participate in such testing and to
promptly notify FPS of any errors.
(e) Remedies. In the event of any material breach of the warranty in part (c)
above, the User agrees lo promptly provide evidence thereof to FPS. FPS
agrees to use prompt and commercially reasonable efforts to cure such
breach, and, if FPS does so, the User shall have no other remedy. However,
if FPS is unable to cure any such breach within a reasonable period of time,
then the User shall have the right to terminate this Agreement without any
obligation for liquidated damages. With respect to any such breach which is
communicated to FPS on or before March 31, 1999, a reasonable time to cure
shall not extend beyond June 30, 1999.
(f) Ancillary Services. FPS is a facilitator through which certain other
entities provide services (the "Ancillary Services") for the benefit of the
User or its customers. Ancillary Services may include, without limitation,
services relating to ATMs, check inclearing, statement rendering, the
Federal Reserve System, credit bureaus, and major investor servicers. FPS
makes no representation or warranty as to whether the AncillaryServices, to
the extent dependent on such other entities, will be Year 2000 Compliant as
of any date. If any such entity fails to become Year 2000 Compliant prior
to June 30, 1999, FPS intends to identify alternative providers for such
services.
6.2 Other Warranties; Limited Remedy. FPS warrants that it has and will
have the right to use the computer data processing programs which will be
utilized to provide the reports and services described in Exhibit "B". FPS also
warrants that the computer data processing programs currently utilized by FPS to
provide the reports and services described in Exhibit "B" function substantially
in accordance with FPS' current systems manuals and that the computer data
processing programs as changed or modified by FPS from time to time to provide
new or modified reports and services in accordance with Sections 1.7 and 1.8
herein will function substantially in accordance with the systems manuals as
updated by FPS from time to time to reflect such changes and modifications.
If the data processing programs utilized from time to time to provide the
reports and services described in Exhibit "B" do not function substantially in
accordance with FPS' then current systems manuals, the User agrees promptly to
provide evidence thereof to FPS. FPS agrees to use prompt and commercially
reasonable efforts to correct the defect in the programs, and, if FPS uses
prompt and commercially reasonable efforts to correct the defect, the User shall
have no other remedy. However, if FPS is unable within a reasonable time to
correct any such defect representing a breach of the warranty, then the User
shall have the right to terminate this Agreement.
6.3 Disclaimer of Other Warranties. EXCEPT AS STATED IN SECTIONS 6.1 and
6.2, THERE ARE NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4 Correction of Errors. FPS agrees to utilize commercially reasonable
care in providing the reports and performing its services under this Agreement,
but FPS gives no assurance that the reports or services will be free from
errors. The User acknowledges that data processing entails the likelihood of
some human and machine errors. If any errors in reports or services are caused
by FPS, FPS will exercise prompt and commercially reasonable efforts to correct
such errors at no additional expense to the User, and, unless such errors are
caused by the gross negligence or willful misconduct of FPS, FPS shall have no
other liability with respect thereto. To the extent FPS is precluded from
access to the means to correct such errors because such means are under the
User's control, then the responsibility of FPS to correct errors shall be
limited to notifying the User of the method by which the errors may be
corrected. The obligation of FPS in this Section 6.4 is subject to the User's
obligation to notify FPS in accordance with Section 1.6.
7. CONFIDENTIAL INFORMATION; STORAGE; DISCLOSURE AND AUDIT
7.1 Confidential Information - Duty of User; Return to FPS. The User shall
use commercially reasonable efforts to preserve the confidentiality of all
information which it receives relating to the business methods, systems, data
processing programs, systems manuals, training aids, other documentation, and
procedures of FPS, or relating to other customers of FPS, and the User will in
all events use the same standard of care with respect thereto which it uses with
its own materials which are of a confidential nature. Upon termination of this
Agreement for any reason, the User agrees promptly to return to FPS all systems
manuals, training aids, and other documentation and materials containing
proprietary information of FPS, and all copies thereof.
7.2 Confidential Information - Duty of FPS. FPS shall use commercially
reasonable efforts to preserve the confidentiality of all financial, personal,
and other information it receives relating to the User, and the accounts which
third parties have with the User, and FPS will in all events use the same
standard of care with respect thereto which it uses with the confidential
materials of other users. Disclosures by FPS to federal and state agencies
having jurisdiction over the User, in accordance with other provisions of this
Agreement and applicable law, shall not constitute a violation by FPS of its
obligations under this Section.
7.3 Security. The User shall be solely responsible for monitoring the
individuals who have access to reports received from FPS and who have access to
the remote units which are connected in an on-line mode to the CPU. The computer
processing programs utilized by FPS to provide the services under this Agreement
will have certain control features for on-line interrogation which will be
described in the systems manuals, but the User will be responsible to determine
the adequacy of and to implement those controls.
7.4 Storage. The User agrees to maintain source data, original entry
microfilm, and the tapes or printouts to enable the User to reconstruct records
in any situation in which reconstruction is necessary. FPS agrees during the
term of this Agreement to preserve each day's daily backup file for seven
days,
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month-end records for 90 days, and year-end records for three years. One set of
daily records and another set of month-end records will be stored at the FPS
processing center, and another set of each will, for security purposes, be
stored at a different location. All storage shall be consistent with general
industry standards for preservation of data processing records.
7.5 Cooperation In Audits. The parties agree that all data in the possession
of FPS relating to the User shall be subject to examination and audit by
examiners of any federal or state agency having jurisdiction over the User, and
the User's internal auditor or their designees. Any such federal or state
agency or internal auditor shall also have the right to observe the processing
of the User's data at FPS' processing center and to ask for and receive from FPS
any reports, summaries, or information contained in or derived from such data.
FPS will provide verifications and trial balances and will permit programming
examination (after normal on-line operation hours) as necessary to meet the
User's audit requirements. The User shall pay reasonable charges made for all
special programming and all computer usage, in excess of that described in
Exhibit "B", which is required in connection with such audits and examinations.
7.6 Disaster Protection. FPS shall identify emergency procedures and an
alternate location for the processing by FPS of the data supplied by the User in
case of a disaster at FPS' processing center. All such emergency procedures and
such alternate location shall be determined by FPS in its discretion and shall
be addressed annually in the third party review provided pursuant to Section 7.7
herein. However, communication in an on-line mode between the User's remote
units and any such alternate location will require transmission lines and
equipment which shall be the responsibility of the User and not FPS and which
cannot be expected to be readily available in case of a disaster unless the User
makes adequate prior arrangements for such lines and equipment. Upon request,
the results of periodic disaster tests shall be made available to the User. FPS
agrees to release the information necessary to allow the User to develop a
disaster contingency plan which will work in concert with FPS's plan.
7.7 Third Party Review. Upon request, FPS shall provide the User and any
federal or state agency having jurisdiction over the User (to the extent the
policies of such federal or state agency require a copy) with a copy of its
annual third party review, together with a statement from the reviewing auditor
indicating the review was performed in accordance with Bulletin PA-7-1A and
"Audits of Service Center Produced Records" published by the American Institute
of Certified Public Accountants or any other generally recognized standards for
third party services. In addition, FPS shall provide the User and any such
federal or state agency with a copy of its management memorandum detailing its
response to the issues raised in such annual review. The User and any such
federal or state agency shall have the right to review the internal security
controls at FPS' processing center.
7.8 Financial Statements. Upon request, FPS agrees annually lo provide the
User and any federal or state agency having jurisdiction over the User with a
copy of FPS' current audited financial statement to the extent required by such
agency.
7.9 Powers of Regulatory Authorities. The parties acknowledge that any federal
or state agency having jurisdiction over the User may, to the extent provided by
applicable law, have rights and powers relating to the services performed by FPS
under this Agreement in addition to those set forth herein.
8. LIMITATIONS
8.1 Events Beyond Reasonable Control of FPS. FPS shall have no liability to
the User or to any other person for damages, delays, or loss of data which may
be caused by acts or omissions of any governmental authority, or by fire, heat,
storm, water, flood, lightning, wind, earthquake, other acts of God, accident,
acts of the public enemy, wars, rebellion, insurrection, riot, sabotage, strike,
telephone line or equipment failure, CPU or other equipment failure or
malfunction, power failure, or any other events beyond the reasonable control of
FPS. Notwithstanding the foregoing, FPS shall not be relieved of liability
under this Section 8.1 for failures or malfunctions of the CPU or other
equipment under FPS' control unless such equipment is maintained in accordance
with commercially reasonable standards.
8.2 Limitation of Damages. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE
CONTRARY, IN NO EVENT SHALL FPS BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY
LOSS OF PROFITS OR OTHER CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES ARISING
FROM THIS AGREEMENT OR ITS PERFORMANCE OR FAILURE OF PERFORMANCE, EVEN IF FPS
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting the
foregoing, the total liability of FPS for any and all claims in any way related
to this Agreement, and any performance or nonperformance by FPS hereunder,
regardless of the form of action, whether in contract or in tort, including
negligence, shall in no eventexceed the greater of (a) $50,000, or (b) four
times the average monthly charges paid by the User to FPS pursuant to this
Agreement during the 12 months immediately preceding the date on which the User
first gives FPS written notice of any such claim.
8.3 Allocation of Risk. The limitations and disclaimers with respect to
warranties, remedies, and damages set forth in this Agreement are protective of
FPS but nevertheless reflect an acceptable allocation of risk to the User.
8.4 Third Party Claims. The User agrees to indemnify and hold FPS harmless
from any and all claims asserted against FPS by any customer, employee, or agent
of the User or any other person who may be affected by the reports and services
of FPS, except for claims in which it is alleged that the data processing
programs or other documentation or materials utilized by FPS to provide the
reports and services infringe a U.S. patent, copyright, or other proprietary
right belonging to any third party.
9. MISCELLANEOUS
9.1 Notice. All notices given under this Agreement shall be in writing and
shall be sent by registered or certified mail, return receipt requested, or by
overnight courier, to FPS GOLD, Attention: President, at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇, and to the User at the address set forth at the beginning of
this Agreement. Notice shall be considered received on the second day after
posting, when mailed as described above, or upon receipt when by overnight
courier. Notice may also be given to a party by personal service upon an
officer thereof. Either party, upon notice to the other, may change any name or
address to which future notices may be sent.
9.2 Reasonable Charges. The term "reasonable charges" in this Agreement means
charges reasonably determined by FPS for the reports or services to which they
relate, which shall include a charge for programming, clerical and other
personnel and for CPU or other equipment usage involved in providing reports or
performing services, all at the then standard hourly rates charged by FPS for
such personnel and such equipment usage, plus all travel expenses, telephone,
postage, supply costs and other costs reasonably incurred in connection with
such services.
9.3 Governing Law and Limitation on Actions. This Agreement is entered into in
the State of Utah and in all respects shall be construed, interpreted, and
governed by the laws of the State of Utah. No claim arising out of or relating
in any manner to transactions under this Agreement may be asserted by either
party more than 18 months after the cause of action has arisen.
9.4 Entire Agreement; Modification. This Agreement and its exhibits set forth
the entire agreement and understanding of the parties, and supersedes all prior
agreements, written or oral, between the parties. No renewal or modification or
waiver of any of the provisions herein contained, or any future representation,
promise, or condition in connection with the subject matter hereof, shall be
binding upon the parties unless made in writing and signed by the parties to
this Agreement. A mere acknowledgment of any action inconsistent with the terms
of this Agreement shall not be deemed an acceptance or approval of such
inconsistent action.
9.5 Effect of Invalid or Unenforceable Provision. This Agreement, to the
extent possible, shall be construed so as to give validity to all the provisions
hereof. Any provision of this Agreement found to be invalid or unenforceable
shall not affect the validity or enforceability of any other provision of this
Agreement, and each provision of this Agreement shall be enforced to the fullest
extent permitted by applicable law.
9.6 Arbitration. Any claim arising out of or relating to this Agreement shall
be settled by arbitration at Salt Lake City, Utah, in accordance with the
Commercial Arbitration Rules of the American Arbitration Association, and
judgment on the award rendered by the arbitrator(s) may be entered in any court
having jurisdiction thereof. Each arbitrator shall have a knowledge of
financial institution electronic data processing practices.
9.7 Binding Effect. This Agreement may not be assigned by either party without
the prior written approval of the other party except to a successor in interest
to the business (or, in the case of FPS, the financial institution data
processing business) of the assigning party. Subject to the foregoing, this
Agreement shall be binding upon and inure to the benefit of the parties, their
successors and assigns.
9.8 Authorization. Each party represents and warrants that execution and
delivery by it of this Agreement and performance of its obligations hereunder
has been duly authorized and will not constitute a breach of any other contract
by which it is bound.
9.9 Waiver. Waiver of any default hereunder by either party shall not
constitute a waiver of any subsequent default.
4
9.10 Section Headings. The section headings in this Agreement are included only
for purposes of convenient reference, and they shall not affect the
interpretation of this Agreement.
9.11 Miscellaneous. In interpreting words used herein, unless the context shall
otherwise indicate, the singular shall include the plural, the plural shall
include the singular, and the use of any one gender shall include all genders.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date written at the beginning hereof.
DHI Computing Service, Inc., dba FPS Gold
By: /s/ B. ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------------------------
B. ▇▇▇▇ ▇▇▇▇▇▇▇▇/Chief Executive Officer
User: Pan American Bank, FSB.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------------
Authorized Signature
Name ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------------------------
(Type or Print)
Title Senior Vice President
-----------------------------------------------------
5
FPS GOLD/(R)/
ON-LINE COMPUTER SERVICE AGREEMENT
AMENDMENT
This Amendment dated this amends that certain On-line Computer
--------,
Service Agreement (the "Agreement") dated between DHI Computing
---------------,
Service, Inc., dba FPS GOLD and PAN AMERICAN BANK, FSB. (the "User"). Any
provisions of the original Agreement which are in conflict or are inconsistent
with the provisions of this Amendment shall be superseded by this Amendment and
all provisions not hereby amended shall remain in full force and effect.
For good and valuable consideration, receipt and sufficiency whereof and hereby
acknowledged, the parties agree as follows:
Section 1.3 On-line Transmission. This section is changed in its entirety to
read as follows: The on-line transmission hours shall be from 7:30 a.m. to 6:30
p.m., Monday through Friday, except on those state and federal holidays when the
User is permitted to be closed for business under applicable laws. On-line
transmission shall also be available from 8:00 a.m. to 3:00 p.m. on Saturdays,
except those holidays as described above, at the additional charge set forth in
Exhibit "C." All times set forth herein are Pacific Standard Time (Standard or
Daylight, as may then be in effect).
Section 1.6 Examination of Reports by the User; Notification of Errors. The
last sentence in this section shall be changed to read as follows: The User
shall promptly, and in no event later than 96 hours after FPS has made a report
available to the User, (120 hours if a holiday weekend applies), notify FPS of
any errors or omissions in the report.
Section 1.7 Obligation of FPS to Modify Report and Services. A sentence is
added to the end of this section to read as follows: In the event FPS is unable
to provide required regulatory changes, the User shall give FPS written notice
of FPS' inability to provide such reports and services, and if such specified
default is not cured by FPS within 30 days following such notice to FPS, then
the User may terminate this Agreement by written notice to FPS as provided in
Section 5.6 of this Agreement.
Section 1.8 Right of FPS to Modify Reports and Services. The last sentence in
this section shall be changed to read as follows: FPS will notify the User of
any modifications made by it through the FPS update procedures.
Section 1.9 Additional Reports and Services Requested by User. The last
sentence in this section shall be changed to read as follows: FPS will notify
the User of the time frame and charges to complete such services, at which time
the User agrees to notify FPS of its intent to have such modifications made to
the system, and to pay reasonable charges for the development and use of such
additional reports and services.
Section 2.3 Telephone Company Charges. The last sentence in this section shall
be changed to read as follows: The User shall promptly reimburse FPS for any
telephone company charges to be paid by the User which are initially paid by
FPS, together with a reasonable charge for FPS overhead not to exceed 10
percent.
Section 4.1 Charge for Conversion of Records. The fifth sentence in this
section shall be changed to read as follows: FPS shall be responsible for the
correction of errors within a commercially reasonable time not to exceed 2 weeks
after receipt of such notification to the extent the errors are the result of
FPS programming.
Section 4.2 Amount of Charges. The second sentence in this section shall be
changed to read as follows: All of the charges shall be subject to increase by
FPS, from time to time, but not more than once per year, upon at least 90 days
written notice; provided, however, in no event may any increase be effective
prior to one year from the date of this Agreement, and in no event may the
increased charges
6
exceed the charges set forth in Exhibit "C" by a percentage which exceeds the
percentage increase in the Consumer Price Index ("CPI-U") between the month in
which this Agreement is executed and the most recent month preceding the
notification of such increased charges for which the CPI-U is available.
Section 4.3.1 Disputed Amounts. This section to be added to the end of Section
4.3 Statements for Services. (a) If the User in good faith disputes any amounts
invoiced hereunder, User will provide written notification of such dispute to
FPS, setting forth the reason for the dispute. Such notice will be given prior
to the date that the disputed payment is due to FPS. The User may elect to
withhold payment of any validly disputed amount until the dispute is resolved by
the parties, or unless the User is otherwise required to pay the disputed amount
to an escrow agent or to FPS in accordance with the dispute resolution process
set forth in this Agreement. If the dispute involves only a portion of such
invoice, the User agrees to withhold only the disputed amount and to timely pay
the undisputed portion of the amount invoiced. The parties agree to immediately
negotiate in good faith to resolve the dispute. If the dispute cannot be
resolved prior to the date when the amounts would be otherwise due hereunder,
then FPS may, at its option, require that the amount withheld in dispute be paid
over to an escrow agent mutually agreed upon by FPS and the User, pending the
resolution of such dispute. If the parties are unsuccessful in resolving such
dispute within thirty (30) days after the date of the written notice of dispute
from the User to FPS, then either party may initiate the dispute resolution
processes provided for in this Agreement. Any moneys held by the escrow agent in
the escrow fund will be invested by the escrow agent in interest bearing
federally insured instruments. The party receiving funds from such escrow will
also receive the interest earned on that portion of the escrowed funds so
received, and will pay a portion of the fees of the escrow agent based upon the
pro rata portion of the funds not received. (b) If the User in good faith
disputes any amounts previously paid by the User to FPS hereunder, the User will
provide written notice of such dispute to FPS within (3) months of the date the
disputed amount was paid to FPS, setting forth the reason for the dispute. FPS
agrees to respond within ten (10) days after receipt of such notice, setting
forth FPS' position with respect to the disputed matter. The parties agree to
immediately negotiate in good faith to resolve the dispute. If the dispute is
not resolved within thirty (30) days following the initial notice by the User to
FPS, then the User may, at its option, require that the amount withheld in
dispute be paid over to an escrow agent mutually agreed upon by FPS and the
User, pending the resolution of such dispute. If the parties are unsuccessful
in resolving such dispute within thirty (30) days after the date of the written
notice of dispute from the User to FPS, then either party may initiate the
dispute resolution processes provided for in this Agreement. Any moneys held by
the escrow agent in the escrow fund will be invested by the escrow agent in
interest bearing federally insured instruments. The party receiving funds from
such escrow will also receive the interest earned on that portion of the
escrowed funds so received, and will pay a portion of the fees of the escrow
agent based upon the pro rata portion of the funds not received.
Section 5.2 Extended Terms. The first sentence in this section shall be changed
to read as follows: The initial term of this Agreement shall automatically be
extended for additional successive terms of two years each unless either party
gives written notice of its election not to extend at least 180 days prior to
the end of the initial term or any extended term. For purposes of this
Agreement, the "term" includes the initial term and each extended term.
Section 5.5 Liquidated Damages. The first sentence of this section shall be
amended to read as follows: In the event of termination of this Agreement by
FPS pursuant to the provisions of Section 5.4 herein, or in the event of any
termination of this Agreement by the User other than as permitted in accordance
with the provisions of Section 5.6 or Section 5.7 herein, the User shall pay to
FPS, as liquidated damages and not as a penalty, in addition to all other
amounts then owing hereunder, a percent, as set forth in Exhibit "D" attached
hereto, of the projected charges which would become payable by the User between
the date of termination and the end of the then current term of this Agreement.
Section 5.6 Material Default by FPS. Two additional sentences are added to this
section to read as follows: In the event that there is no contributory fault on
the part of the User, no termination fees will apply. In the event of such
termination, FPS agrees to refund to the User a pro rata share of the initial
license fees paid by the User under this Agreement for the following:
GOLDTeller, GL GOLD, WinTerm,
7
GOLDView. This pro rata share will be based on the following equation:
(Remaining number of months of the initial contract term x 2.778% x the above
listed total license fees paid by the User).
Section 5.8 Cooperation on Termination. The second sentence of this section
shall be changed to read as follows: As part of such transition, FPS, at the
request of the User, will deliver such data to the User or its new processor in
test and final form either on tape or on printout, or both, and the User agrees
prior to delivery of final data, to pay FPS the reasonable cost thereof,
including the cost of any required computer and programmer time used in
preparing the tape or the printout.
Section 7.6 Disaster Protection. The fourth sentence in this section shall be
changed to read as follows: FPS will provide the results of its annual disaster
test to the User.
Section 8.2 Limitation of Damages. This section to be changed in its entirety
to read as follows: NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
IN NO EVENT SHALL FPS BE LIABLE TO CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES
ARISING FROM THIS AGREEMENT OR ITS PERFORMANCE OR FAILURE OF PERFORMANCE, EVEN
IF FPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Without limiting
the foregoing, the total liability of FPS for any and all claims in any way
hereunder, regardless of the form of action, whether in contract or in tort,
including negligence, shall in no event exceed the greater of (a) $50,000, or
(b) six times the average monthly charges paid by the User to FPS pursuant to
this Agreement during the 12 months immediately preceding the date on which the
User first gives FPS written notice of any such claim; provided, however, the
foregoing limitation on liability shall not apply to any refund obligation of
FPS under Section 5.6 herein.
Section 9.3 Governing Law and Limitation on Actions. The first sentence in this
section shall be changed to read as follows: This Agreement is entered into in
the State of California and in all respects shall be construed, interpreted, and
governed by the laws of the State of California.
Section 9.6 Arbitration. The first sentence in this section shall be changed to
read as follows: Any claim arising out of or relating to this Agreement shall
be settled by arbitration at Portland, Oregon, in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, and judgment on the
award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.
Section 9.7 Binding Effect. A sentence shall be added to this section to read
as follows: In the event of a change in ownership of more than 50% of the
issued and outstanding shares of stock of DHI within any one year period
(excluding any changes in ownership resulting from transfers of stock between
the current owners for the benefit of their spouses, their descendants, or
spouses of descendants), the User shall have the right to terminate this
Agreement without penalty.
Performance Levels:
Downtime: FPS will use its best efforts to achieve a 97% or better availability
of units under this Agreement. Should either the on-line system availability or
the GOLDPhone system availability, other than scheduled downtime, fall below
97%, FPS will use its best efforts to return above 97%. If the availability of
the on-line system falls below an average of 97% in any one month then FPS will
reduce the User's ▇▇▇▇ for that month as follows:
Monthly Average Availability Percentage Rebate of Monthly ▇▇▇▇
94%-97% 2.25%
92%-94% 3.00%
91%-89% 5.00%
Less than 89% 8.00%
Downtime excludes the non-availability for any reason beyond FPS's control
specified in section 8.1. Unscheduled downtime is defined as any time the on-
line is unavailable to the User during hours of
8
operation as described in section 1.3. without 24 hours advance notice to User.
If the monthly average availability is less than 89% in any two consecutive
months, then User shall have the right, by written notice to FPS, to terminate
this Agreement without any obligation to FPS for liquidated damages.
Response Time: This provision for the measurement of system response time has
been agreed to because of the difficulty which the parties acknowledge exists in
determining average teller transaction response time and average GOLDPhone
transaction response time. Average response time means the average time elapsed
from the time the transaction enters the FPS Central Processing Unit (CPU) in
Provo until the time the response leaves the CPU. The test condition shall be
based on the following:
1. Response time tests shall be run on terminals running the highest priority
for single account inquires or single account file maintenance type
transactions that require only on transmission to and from the CPU.
2. During the response time tests (a) no programs other than the necessary
applications and operating programs shall be running on the CPU, and (b) no
batch type background processing shall be running on the CPU and no program
request shall be running against the User data files which involves heavy
CPU or disk utilization (a request requiring more than 10 disk input-
output operations). A "transaction" is a posting or an inquiry made from a
terminal to the CPU to a specific data base element or elements, and is not
an analytical review of even a portion of the data base nor is it a request
for a report or summary.
3. The determination of average response time shall be determined
automatically by monitoring programs running on the CPU which measure the
time a transaction is in the CPU. These tests will be run at mutually
agreed upon times by the User and FPS.
Penalties for average response times over those specified below shall be
calculated as follows:
Monthly Average Response Monthly Credit
Time
4 Seconds 2.50%
5 Seconds 3.75%
6 Seconds 5.00%
If the monthly average response time is greater than six (6) seconds in any two
consecutive months, then User shall have the right, by written notice to FPS, to
terminate this Agreement without any obligation to FPS for liquidated damages.
Other Contract Provisions:
FPS will provide a 20% discount off of G/L GOLD(TM), GOLDTeller(TM), WinTerm and
GOLDView/(R)/ initial licensing fees.
9
FPS will complete the GOLDPlatform(TM) system by the time the User goes on-line
in accordance with this agreement. In the event the GOLDPIatform system is not
completed, FPS will provide a $600.00 credit per month until such time the
system is completed.
PAN AMERICAN BANK, FSB.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Title: Senior Vice President
------------------------------
DHI Computing Service, Inc., dba FPS GOLD
By: /s/ B. ▇▇▇▇ ▇▇▇▇▇▇▇▇
---------------------------------
Title: CEO
------------------------------
10
FPS GOLD/(R)/ ON-LINE COMPUTER SERVICE AGREEMENT
Exhibit A - Approved Equipment
--------------------------------------------------------------------------------
EQUIPMENT - Below is a list of approved equipment that can be used to access the
FPS Gold Systems:
Modems/Routers:
IBM 5865 Series
IBM 7861 Series
IBM 7868-025
CrossComm XL Series Router
Modems - To be used for dial-up disaster recovery:
IBM 785
IBM 5853
CrossComm XL Series PCMCIA
Modem Splitter - To expand the number of ports hooked directly to modem:
3287 Interlinks protocol converter
Teller Gear -
IBM 4701 Controllers and associated printers and terminals.
IBM 4702 Controllers and associated printers and terminals.
ISC-▇▇▇▇▇▇ ▇▇▇▇ Pinnacle Controllers and associated printers and terminals.
IBM PC's using "CT" or GOLDTeller(TM) software (486, 12MB RAM minimum).
ISC-▇▇▇▇▇▇ ▇▇▇▇ PSP Controllers and associated printers and terminals.
Coax Attached Printers:
IBM 4224 Printer
IBM 4234 Printer
IBM 4245 Printer
Teller Printers:
IBM 4720 used with 4700 hardware
IBM 4722 used with "CT" or GOLDTeller software
Lexmark 2380 series used with "CT" or GOLDTeller software
Lexmark 2390 series used with "CT"or GOLDTeller software
Printers Attached to PC's:
HP Laserjet I, II, IID, III, IIID, VI, VID, & Vsi
Any IBM PC Printer
Any IBM Compatible PC Printer
Personal Computers - PC's hooked to the FPS System as workstations using DHI3270
Software:
All IBM 486 PC's or better
All IBM 486 Compatible PC's or better
Personal Computers - PC's used as communications servers to access the FPS
System:
All IBM PC 486 with clock speeds of 20 Mhz or greater
Local Area Network Hardware:
IBM Token Ring
Ethernet
Local Area Network Software:
Novell Netware 3.1 or better
IBM PC LAN
IBM OS/2 LAN Server
Microsoft NT Server
3270 Boards and Software:
DHI 3270 Boards and Software
Other equipment may work on the FPS System, but it needs to be approved and
tested before FPS can verify that such hardware or software can be used to
access the FPS GOLD systems. Time for testing of other hardware is billable at
$75.00 per hour, plus expenses. Installation and setup all equipment is billable
at $75.00 per hour, plus expenses.
11
FPS GOLD/(R)/ ON-LINE COMPUTER SERVICE AGREEMENT
Exhibit B - Standard Reports
________________________________________________________________________________
Deposit & G/L Systems
________________________________________________________________________________
Daily
Account Activity Summary
Account Kind Detail Listing
Accounts Pulled for Processing
Auto Deposit In-House Transfers
Auto Funds Reconciliation List
Auto Funds Payment List
Auto-Deposit Exception Report
Automated Entry Register
Card Management Summary Report
Card Issue/Reissue Report
Cash Letter Reconciliation
Cash In and Cash Out by Teller
Closed Account Journal
Credit Card Payment/Advance Report
Daily Deposit Transaction Listing
Daily Regulation -D- Report
Daily Interest Accrual - Deposits
Daily Large Transactions Journal
Daily Withholding Transaction Journal
Earnings Check Register
File Maintenance Journal
General Ledger File Maintenance Journal
General Ledger File Balancing Report
Interest Rate Rollover and Accrual Report
Listing of Accounts Closed Tonight
Management Summary
Name and Address Activity Report
Name and Address Daily Report
Negative Balance NOW Accounts
NOW Account Stop/Hold Report.
NOW Account Service Charges
Opened Account Journal
Overdraft Processing Report
Proof Items in Account/Amount Order
Proof Items for G/L and Acct. Posting
Retirement Account Posting Journal
Savings Earnings Posting Totals
Savings Short Trial Balance
Savings Earnings Posting Report
Statement Error Report
Teller Journal
Teller Cash Report from Proof
Teller Total Summary
Teller Journal for XXXX
Teller Override Listing Report
Transfer System Transaction Report
Uncollected Funds Report
Monthly/Cycled
1099 Report - Numeric List
1099 Report - Social Security List
1099 Tape and Statement Totals
1099 Report - Alpha List.
1099R Report
80 Thousand and Over Report
Accounts Receiving Maturity Notices
Accrual Report
Auto Pay Transaction Journal
Auto Pay Service Charges
Auto-Posting General Ledger Error List
Certificate Information Report
Certificate Maturity Exception Report
Customer Information Report - Savings Deposits
Deposits by Territory
Exception Report for Accounts Without a 1099
Fifty-Nine and One Half Report
General Ledger File Balancing Report
General Ledger Miscellaneous Transaction Journal
General Ledger Auto-Posting Recap Summary
General Ledger Transaction Listing
General Ledger Auto-Posting Recap
Inactive Accounts Listing
Name/Address Listing - Alpha Sequence
Name/Address Listing - Numeric Sequence
Retirement Account by Social Security Number
Retirement Account Service Charge Report
Retirement Accounts in Alpha Sequence
Savings Rate and Maturity Information Report
Savings/Checking Trial Balance
Savings/Checking Trial Balance - Totals Only
Seventy and One Half Report
Statement Savings Report
Teller File Cash Report
Teller Activity Report
Transmatic Payment List
Transmatic Reconciliation List
Transmatic Exception Report
Withholding Report
12
________________________________________________________________________________
Loan System
________________________________________________________________________________
Daily 034 Investor Servicing Summary
035 Deferred Loan Costs Amortization
Loan Auto-Payment Reconciliation List 037 Loan Pre-paid/Delinquent Report
002 Account Posting Journal 040 FNMA Active/Removed Trial Balance
002 Tranlog Journal 042 Monthly Reserve Disbursement
006 Daily Loan Participation Payoff Report 043 Single Debit Investor
007 Daily Investor Posting Journal 044 FHLB Section H
008 Daily Loan Posting Journal 045 investor Reconciliation (087)
009 Loan File Maintenance Register 046 Investor Collection Report
011 G/L Autopost Error List 047 Investor Remittance Report
012 G/L Autopost Recap & Summary 048 Investor Loan Exception Report
013 Afterhours Processing Exception Listing ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Report
014 Interest Rate Table File Maintenance Register 050 FNMA Loan Activity Report
015 Late Notice 051 MGIC Remittance Exception Report
016 Late Notice 053 GNMA Monthly Accounting Report
017 Late Notice 055 Monthly Income
017 Automated Entry Register 057 Company/Agent Reserve Payment Journal
018 Late Notice 058 Interest Rate Journal
020 G/L Misc. ▇▇▇▇. Jnl 064 Loans in Process Trial Balance w/History
022 Coupons 068 1098 Loan Interest Report
026 Report of Coupons Ordered 070 FHLMC Tape and FHLMC Accounting Group Control Report
027 Reserve Disbursement Posting Journal 070 FHMC Loan Level Reporting
028 ACH Entry Register 071 FNMA Monthly Payment/Rate Change
029 Teller Posting Journal 073 Negative Loan Reserve Report
030 Transaction Journal 075 Earnings Report For Rule of 78's Loans
030 Loan Management Summary (By Investor & Type) 076 Long Trial Report For Rule of 78's Loans
031 Transmatic Reconciliation List 077 Amortization of Deferred Fees
031 Transaction Journal By ▇▇▇▇ Origination Code 078 Loan Rate & Maturity
033 Reserve Disbursement Posting By Policy Number 079 Late Charge Activity Report
039 AML Letter 081 Deferred Loan Fees Short Trial Balance
041 Posting Journal By TORC 082 Reserve Disbursement Forecast List
054 Loan Closing & Doc Prep Journal 083 Loan Warning Report
059 Contract Collection Seller Disb. Checks 084 Loan Deferred Fees Trial Balance
060 Contract Collection Seller Receipts 086 Simplified Loan Trial Balance
061 Contract Collection Disbursement Register 090 OTS Section A
062 Contract Collection Action Report 091 Loans Sold This Month
063 Coupon Tape Creation 092 Dealer Loan Trial Balance
065 Late Charge Report 093 Single Line Loan Delinquency Report
069 Seller ▇▇▇▇▇▇▇▇ 094 Dealer Loan Collection
085 Proof of Deposit 095 Credit Life/Disability
088 Name and Address Change Journal 096 Income on Loans Eligible For B&O Tax (WA)
089 Daily Loan Accrued Interest 096 Income on Washington B&O Tax
101 LIP Budget Transfers 097 FNMA Investor Report
105 Stop File Tape (Lock Box) 098 FNMA Trial Balance/Tape 100 Interest on Reserve Accrual
100 Interest on Reserves Accrual Report
Monthly/Cycled 103 Check Reconciliation Register
106 Student Loan Report
001 Loan Long Trial Balance w/History 111 Loan Pooling Security Holders Register
004 Investor Delinquent Loan Report 112 Over Credit Limit
005 Trial Balance of Loans Serviced
010 Investor Remittance Report (D47)
014 Loan Delinquency Report
019 Loan Accrued Interest Report
021 Reserve Disbursement Expiration List
023 New Loan Report
024 Closed Loan Report
025 Loan Action Needed Report
026 Loans to One Borrower Report
027 Loan Rate & Maturity Report (78)
032 RMIC Remittance Report
NOTE: The above lists are representative only and will be subject to change as
new items are added to the system and others are revised. However, the listing
is indicative of the services and reports that will be available, subject to
revision by agreement between the users and FPS.
13
FPS GOLD/(R) /ON-LINE COMPUTER SERVICE AGREEMENT
Exhibit D - Term Percentage
-------------------------------------------------------------------------------
Months
Remaining Percent
in Term
-----------------------
36 20.00%
35 21.29%
34 22.57%
33 23.86%
32 25.14%
31 26.43%
30 27.71%
29 29.00%
28 30.29%
27 31.57%
26 32.86%
25 34.14%
24 35.43%
23 36.71%
22 38.00%
21 39.29%
20 40.57%
19 41.86%
18 43.14%
17 44.43%
16 45.71%
15 47.00%
14 48.29%
13 49.57%
12 50.86%
11 52.14%
10 53.43%
9 54.71%
8 56.00%
7 57.29%
6 58.57%
5 59.86%
4 61.14%
3 62.43%
2 63.71%
1 65.00%
-----------------------
14