DATA PROCESSING SERVICE AGREEMENT
This DATA PROCESSING SERVICE AGREEMENT executed this 21st
day of December, 2000 by and between
FIRST NATIONAL BANK
(Hereafter "FNB")
And
COMMUNITY NATIONAL BANK
(Hereafter "BANK")
is made and entered into with reference to the following facts:
A. FNB has available certain data processing services utilizing
programs and the like developed and used by FNB in its own business as well
as programs and the like licensed to FNB by others and which FNB may utilize in
providing services to customers such as BANK.
B. BANK desires to utilize certain data processing services
available from FNB.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties promise and agree as
follows:
1. SERVICES PROVIDED BY FNB
FNB shall provide to BANK the processing services and reports
set forth and described in Exhibit "A" attached hereto and
incorporated herein by this reference as though set forth in
full. FNB may make additions or modifications to the services
from time to time. The specific services to be provided under
this Agreement may be modified or amended from time to time by a
written addendum to Exhibit "A" endorsed or otherwise executed by
the parties.
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2. TERM
The initial term of this Agreement is for a period of three (3)
years commencing January 1, 2000 (the "Commencement Date"). Within six (6)
months of the end of this term BANK shall notify FNB, in writing, of their
decision to extend term for an additional one (1) year with no increase in
pricing as set forth in Exhibit "C"; or process on a month-to-month basis
with a 10% increase in pricing as set forth in Exhibit "C".
3. FEES AND CHARGES
a. BANK shall pay fees and charges to FNB in accordance with
its current fee schedule as shown in the attached Exhibit "C", which is
incorporated herein by this reference as though set forth in full. The
Exhibit "C" schedule of fees and charges may be amended by FNB annually
during the initial term of this Agreement or any extension thereof upon
written notice to BANK at least sixty (60) days in advance of the annual
anniversary of the commencement date of this Agreement.
b. It is provided, however, that any increase in FNB's fees and
charges at the end of each term year shall not exceed the less of either (i)
term percent (10%) or (ii) the percentage of any increase in the Consumer
Price Index (CPI), "All Urban Consumers" for the San Diego area as reported
by the Department of Commerce or governmental agency providing such reports
for the preceding twelve month period closest to and preceding the
anniversary of the Commencement Date on this Agreement. In the event the
Department of Commerce discontinues the publication of a CPI, "All Urban
Consumers" index for the San Diego area, then the CPI index most closely
approximating such index shall be used.
c. BANK shall pay to FNB promptly upon deman FNB's then current
standard fees for any additonal services, which may be necessary or required.
d. In addition to any liquidated damages or early termination
fee set forth elsewhere in this Agreement, upon termination of this
Agreement, whether with or without cause, Bank shall pay FNB for all services
provided by FNB to assist in the conversion of Bank to a new provider or
Bank's own facilities, and following termination of this Agreement for any
reason Bank shall pay FNB for all services rendered to Bank for the retention
and retrieval of data stored at FNB. All deconversion and file retention and
retrieval services will be charged at the time and materials rates of FNB in
effect at the time such services are performed. Further, Bank shall pay any
unamortized portion of cost of specific products Purchased by FNB for Bank.
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4. INPUT DATA PREPARATION BY BANK
BANK convenants and agrees that it will comply with all of the
requirements concerning input data preparation and with the responsibilities
set forth and described in Exhibit "B", attached hereto and incorporated
herein by this reference as though set forth in full. Exhibit "B" may be
modified or amended from time to time by a written addendum endorsed or
otherwise executed by the parties.
5. FURTHER AGREEMENT BY FNB
FNB agrees to:
a. Retain copies of the transactio, master and history files
of BANK at an off-site location for the period set forth below in order to
provide the ability to reconstruct records in case of equipment or human
error on the part of FNB. All files are kept on magentic tapes. Off-site
rention schedule cycles are as follows:
Daily files - 14 days
End of Month files - 4 months
End of Quarter files - 12 months
End of Year files - 7 years
b. Maintain a Disaster Recovery and Contingency Plan including
reiprocal backup agreement s with other financial institution with compatible
hardware;
c. Treat BANK's records and accounts in the same confidential
manner as it treats its own records and accounts:
d. Keep all of BANK's records, while in FNb's possession, insured
under FNB's casualty insurance policy for fire and extended coverage;
e. Asssit BANK in the initial installation of any new service
system and in the initial training of Bank;s staff for a peroid not to exceed
twenty (20) hours. Both new training and any re-training following the
installation of the service system will be provided by FNB and/or by the
licensor of any of the programs utilized in connection with the program.
BANK sahll pay for such training at its sole expense at the rates forth in
Exhibit "C" for training by FNB and at the standard rates then prevailing for
training by any licensor;
f. Use its best efforts to reconstruct any file, re-run any
report, or re-do any job which is incorrect due to electrical or mechanical
error or malicious mischief or human error on the part of any FNB employee at
no additional charge to BANK, provided it is possible, and reasonable, to do
so and provided that FNB has received prompt notification from BANK.
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g. Maintain a financial institution bond and/or fidelity insurance,
with a minimum coverage of $1,000,000, to cover loss due to dishonest and/or
fraudelent acts of FNB's employees.
h. Use due care in processing the work of BANK. However, it is
agreed that FNB will be responsible only to the extent of correcting errors
or omissions which are due to the machines, operators or programmers of FNB,
and such errors will be corrected at no additional charge to BANK. FNB shall
maintain insurance in the amount of $500,000 for data loss resulting from
errors or omissions which are due to the machines, operators or programmers
of FNB and BANK agrees that liability of FNB with respect to this Agreement
shall in any event be limited to the amount of the total errors and omissions
insurance and shall not include any contingent liability or third party
claims; and
i. BANK agrees that FNB will not be liable for loss of profits,
earnings or business resulting from a covered cause of loss and shall not
include any contingent liability or third party claims; and
j. Provide BANK with FNB's revelant financial information no less
often than quarterly.
k. Examine certain customer checks, as identified in Exhibit "B",
for irregularities such as stale date (over 6 months old), post dated, or a
difference between the legal amount, the courtesy amount and the MICR
encoded amount, and, compare and identify differences between the
signature(s) on the checks to the specimen signature cards provided by BANK.
Endorsements will not be examined. Furthermore, it is agreed that FNB does
not employ fraud, forgery and/or handwriting experts, and wheter or not an
expert may be retained, FNB will not be responsible for any loss of BANK if
the check in dispute has a signature that through forgery or photomechanical
means reasonable resembles the appearance of the signature on the specimen
signature card. BANK has the right to review FNB's Check Scrutinization
Procedure and request changes, which may or may not affect the fee charged
for the service should FNB agree to the changes. BANK and/or FNB may elect
to have certain checks, or copies of checks, delivered to BANK's employees.
FNB shall have no responsibility or liability to BANK for any check, or copy
of a check, which BANK reviews or is given the opportunity to review. BANK
will use its best efforts to defend claims that any check has been altered,
and/or forged and to mitigate any damage which may result from an altered
check, including, without limitation, undertaking reasonable collection
efforts against the parties responsible for such alteration or forgery. In
the event losses actually incurred by BANK and reimbursed by FNB due to the
proper scrutinization of checks by FNB exceed fifty percent (50%) of the
anticipated annual ▇▇▇▇▇▇▇▇ under this contract during any twelve (12) month
period, FNB shall have the right to discontinue the scrutinization of checks
service upon ninety (90) days written notice to BANK and
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l. Provide services in compliance with current banking regulation,
subject to limitations of the current software provider.
6. FURTHER AGREEMENTS BY BANK
BANK agrees to:
a. Pay all fees and charges to FNB for the services and reports
listed in Exhibit "A" in accordance with the schedule listed in Exhibit "C" as
submitted in monthly billing statements by FNB;
b. Pay such fees and charges no later than ten (10) days
following the date of each monthly billing;
c. Refrain from making any deduction or setoff from FNB's
billing statements without the prior written consent of FNB. All deductions,
which may be warranted, shall be made by FNB and reflected on subsequent
statements;
d. Treat as confidential any information acquired by it or its
employees, agents or representatives from or as a result of being on the
premises of FNB or disclosed from the procedures manuals provided by FNB or
its licensors;
e. Perform its duties and responsibilities as set forth in Exhibit
"B".
f. Indemnify, defend and hold FNB harmless of and from all
claims, liabilities, losses, damages, expenses, or costs, including but not
limited to reasonable attorney fees, arising out of or in connection with
negligence, acts, omissions or other conduct of BANK, its agents, employees,
officers, directors or, to the extent permitted hereunder, its assigns. It is
agreed that FNB shall not be responsible for any loss, damages, expenses or
delay caused directly or indirectly by or arising out of any electrical or
mechanical failure, strike, riot, fire, flood, water, or act of God which
damages, disrupts, or delays in any manner whatsoever any of the services or
reports contemplated by this Agreement. With respect to services provided
to BANK, as a result of this agreement , BANK agrees to limit FNB's liability
solely for such loss, damages and expenses which are the actual and direct
result of bad faith, willful misconduct, or gross negligence of FNB, its
agents, employees, officers, directors or, to the extent permitted hereunder,
its assigns; and provided further, that FNB's liability even for such loss,
damages and expenses shall not exceed the limits of insurance provided by
FNB, as identified in paragraph "6" of this agreement, and shall not cover
loss of profits, earnings or business resulting from a covered cause of loss
and shall not include any contingent liability, consequential, special or
punitive damages, or third party claims.
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7. WORK AND DELIVERY SCHEDULES
All computer processing is performed in a multi-task
environment with priorities based on availability of incoming work and
pre-scheduled deadlines. Current schedules for receiving data transmissions
from "3rd" party item processor are set forth in Exhibit "D", attached hereto
and incorporated herein by this reference. Exhibit "D" may be amended or
modified by FNB from time to time on reasonable notice to BANK. Work
produced on a daily basis must be delivered to the designated FNB branch
office or to the data processing center in accordance with the schedule set
forth in Exhibit "D".
Where the provisions of this Agreement require FNB or BANK to
perform specific acts on a designated date, it is agreed that reasonable
adjustments shall be made when such date is a holiday for either or both
parties. FNB currently observes as legal holidays the same holidays as
observed by the Federal Reserve Bank of San Francisco. Work performed by FNB
on such holidays shall be billed to BANK on a time cost basis as set forth in
Exhibit "C", and BANK agrees to pay these charges and fees in accordance
with the procedure for payment set forth above.
8. OWNERSHIP OF COMPUTERIZED PROGRAMS AND OTHER MEDIA
All computer programs, written procedures, related
documentation and software and other supporting items referenced by Exhibit
"A" and used in the work performed for BANK are the property of or leased by
FNB. This Agreement shall not be construed as granting to BANK any rights of
ownership in or to such computer programs, written procedures, related
documentation and software and/or any other supporting items referenced by
Exhibit "A" or otherwise utilized by FNB.
9. AUTHORIZATION FOR AUDIT.
BANK hereby grants and authorizes all official regulatory
agencies and BANK's independent public accountants 9to be named by written
notice delivered to FNB) the right during normal business hours to examine
and audit the records of BANK maintained by FNB. FNB agrees to make said
records of BANK available during normal business hours (Monday - Friday,
08:00 - 05:00 p.m.), except for legal holidays as defined herein, at FNB's
operations center at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ "▇", ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.
10. TERMINATION
This Agreement may be terminated by the non-defaulting party,
without penalty, in the event either party fails to perform any duties or
comply with any of the covenants or agreements contained herein. The other
party shall deliver thirty (30) days written notice specifying the nature of
the default to the defaulting
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party. If the defaulting party fails to cure the default within the thirty
(30) day peroid, the Agreement may thereupon be terminated at the option of
the non-defaulting party.
If FNB elects not to renew this Agreement at the end of its initial
term, FNB shall give BANK twelve (12) months notice of its intention not to
renew of by giving six (6) months notice during any subsequent term.
The parties agree that FNB shall suffer damages if this Agreement
is terminated by BANK prior to the end of the initial term, and that such
damages would be difficult or impossible to measure. Accordingly, it is
agreed that in such an event, BANK shall give FNB six (6) months notice and
pay FNB, as liquidated damages, and not as a penalty, a sum equal to the total
of the monthly ▇▇▇▇▇▇▇▇ for the prior six (6) months of the Agreement. The
parties agree that this sum represents a reasonable endeavor by the parties
to estimate fair compensation for the foreseeable losses that might result
from such a breach.
11. RESTRICTION ON ASSIGNABILITY
This Agreement shall not be assigned by BANK without the prior
written consent of FNB, which consent may be not given or withheld in FNB's
sole discretion.
12. RETURN OF RECORDS
Upon any cancellation, termination or expiration of this
Agreement, FNB shall release to BANK all master file records on magnetic tape
at a cost to BANK as shown on Exhibit "C"; provided, that BANK pays to FNB
the cost of all materials used in the preparation of such records.
13. LEGAL PROCEEDINGS; ATTORNEY FEES
Should any dispute occur between the parties arising out of or
related to this Agreement, or their rights and responsibility to each other,
the matter shall be settled and determined by Arbitration. The Arbitration
shall be conducted by a single Arbitrator under the then current rules of the
American Arbitration Association. The Arbitrator shall be selected from a
panel of persons knowledgeable in business information and data processing
systems. BANK and FNB shall each select one representative from such panel.
The two chosen representatives shall select the single Arbitrator. The
decision and award of the Arbitrator shall not be final and binding and the
award so rendered may be entered in any court having jurisdiction thereof. In
the event either party commences any Arbitration or other legal action or
proceeding to enforce or interpret any of the covenants, terms or provisions
of this Agreement, the prevailing party shall, in addition to any other
relief, be entitled to recover its reasonable attorney fees and costs.
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14. NOTICES
Any notice under or in connection with this Agreement shall be
given by mailing the same by Certified first class mail, postage prepaid, and
shall be deemed delivered when deposited in the United States mail. The
notices shall be addressed as follows, unless changed by subsequent written
notice:
TO BANK:
COMMUNITY NATIONAL BANK
Attn: Senior Vice President and
Chief Financial Officer
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
To FNB:
FIRST NATIONAL BANK
Senior Vice President and
Director of Information Systems
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
15. ENTIRE AGREEMENT
This document contains the entire agreement and understanding
between the parties on the subject matter hereof and there are no other
contract or agreements, written or oral, other than contained herein.
16. AMENDEMENTS
Except as otherwise specifically permitted hereunder, this
Agreement may be amended only in writing executed by both parties.
17. BINDING EFFECT
The convenants and agreements contained herein shall be
binding upon and inure to the benefit of the parties and their respective
heirs, beneficiaries, legal representatives and, to the extent permitted
hereunder, their successors or assigns.
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18. HEADINGS
The paragraph headings in this Agreement are for
convenience only and shall not be used to supplement or interpret the
contents of this Agreement.
19. GOVERNING LAW
The validity, interpretation and performance of this
Agreement shall be controlled and construed in accordance with the laws of the
State of California and of such Federal laws, rules and regulations as are
applicable to the parties.
IN WITNESS WHEREOF, the parties have executed this DATA
PROCESSING SERVICE AGREEMENT the day and year first written above.
FIRST NATIONAL BANK, COMMUNITY NATIONAL BANK
By: [illegible] By: [illegible]
--------------------------- ---------------------------
Its SUP CFO Its President and CEO
---------------------------
By: [illegible] By: [illegible]
--------------------------- ---------------------------
Its Vice President Its Sr. Vice President and CFO
---------------------------
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EXHIBIT "A"
SERVICES PROVIDED
SERVICES COMMENCEMENT DATE
I. ITI Financial Information Systems, Continuous
Central Information File, Demand Deposits, Savings,
Certificates of Deposit, Loan Accounting, Item Entry,
Exception Item Processing, SMART Reporting,
On-line Terminal Access, Bulk File, Tax Reporting
II. Paperless Item Processing (ACH) Continuous
III. Premier II Teller Terminal System 03/31/01
IV. Fixed Assets Module Continuous
V. Check Reconciliation Module Continuous
VI. TeleBanc - (Telephone Banking) Continuous
VII. Accounts Payable Module Continuous
VIII. Microfilm/ Microfiche Services Continuous
IX. CFI Deposit Pro Interface Continuous
X. CFI Laser Pro Interface Date to be Determined
XI. On Line Loan Collection Module 03/31/01
XII. Federal Call Reporter Module 03/31/01
XIII. Signature Management Module 03/31/01
XIV. Premier Prime Module 06/30/01
XV. Depcon Remote Printing Module 03/31/01
XVI. Director 06/30/01
XVII. Loan Custodial Module Date to be Determined
XVIII.Holding Company Module Date to be Determined
XIX. Item Processing, including: Continuous
Proof and Encoding of Deposits, Deposit Capture,
Cash Letter Preparation, Inclearings Capture,
Microfilming of Items
XX. Centralized Bank Services, including: Continuous
Checkfiling, Statement Rendering, Centralized Returns,
Photo Copy Retrieval from Microfilm
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EXHIBIT "B"
RESPONSIBILITY DEFINITIONS
The following definitions will be applicable to all accounting areas, with
the exception of those noted with reference to a specific area.
BANK FNB
---- ---
1. MICR-ENCODED INPUT DOCUMENTS
BANK agrees to order and use documents FNB reserves the right to perform
with MICR-encoding of specifications and acceptability test of MICR-encoding
quality acceptable to FNB's data processing documents and to require the handling of
equipment. below-standard documents to be the subject
of separate negotiations with BANK.
2. DATA MICROFILMING
BANK agrees to microfilm all transactions and
other detail input prior to submitting it to FNB
for processing to provide BANK with its own
back-up and look-up facility.
3. INCOMING AND OUTGOING ITEMS
BANK agrees to hold FNB harmless from any
and all losses and/or damages which might be On BANK'S request, and in a timely manner
occasioned from the processing of incoming FNB will make available information required
and outgoing items to and from the Federal by BANK for communication with sending
Reserve Bank; BANK's correspondent bank(s); and/or receiving sources,provided such
clearing banks; other sending and receiving information has not yet been made available
sources; and Bank agrees to conduct any and to Bank.
all communications with such receiving and/or
sending sources.
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RESPONSIBILITY OF DEFINITIONS (cont'd.)
BANK FNB
---- ---
4. TRANSMITTAL OF TRANSACTIONS
BANK agrees to send to FNB all "over the FNB will audit the groups of work received
counter" and other branch generated from each branch delivery to the
transactions under the controlled transmittal letter sent with the groups of
environment of Batch headers and work by BANK. FNB will notify BANKS's
transmittal letters as defined by FNB. designated employees upon discovery of
BANK releases and holds FNB harmless any discrepancy in the audit of groups of
from any and all liability for missing work work for the transmittal letter.
not sent to FNB in accordance with this
procedure.
5. FILE MAINTENANCE INPUT
BANK agrees to be solely responsible for:
a. The accuracy of all data input
b. Auditing all input submitted for
processing to the output reports generated.
6. OUT OF BALANCE TRANSACTIONS
BANK authorizes FNB to create General FNB will prepare and process a deposits
Ledger suspense entries for invalid or correction to the depositing account in any
unprocessable transactions and to return deposit transaction where there has been
such to BANK, which will be solely an error made in addition or listing of
responsible for clearing all such entries. checks, and to prepare and process General
Ledger entries to suspense assets or
liabilities accounts to balance transactions
involving teller's cash tickets or General
Ledger tickets in accordance BANK's
instruction.
Copies of deposit corrections and reversing
entries to suspense and pertinent
supporting documents will be sent to
BANK in a timely manner for disposition.
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RESPONSIBILITY OF DEFINITIONS (cont'd.)
BANK FNB
---- ---
7. STOP & HOLD
BANK shall be entirely responsible for
auditing stop payments and holds
maintenance to output reports generated.
8. REPORT AUDITING
BANK shall be responsible for the daily FNB will inform BANK of any irregularities
auditing of all EDP reports and the initiating which it recognizes in any of the reports
of corrective measures if required. delivered, stating action required for
recovery and/or correction.
If BANK discovers an apparent discrepancy
in any of the reports which have not
already been reported to FNB, BANK agrees
to promptly inform FNB. In order to assure
recovery of the required data by FNB such
notification must be received by FNB on
the same day as receipt by BANK of the
report in question.
9. SUBSIDIARY FILE BALANCING
BANK authorizes FNB to create General In order to complete daily processing under
Ledger suspense entries and to return them extremely tight time scheduling, FNB may
to BANK, which will be solely responsible occasionally make General Ledger suspense
for clearing such entries when necessary to entries to correct "out-of-balance"
balance subsidiary files to the General conditions which cannot, at the time, be
Ledger. located and corrected. FNB will notify
BANK of such conditions as well as the
corrective measure required as soon as
the error source is located.
10. STATEMENT CYCLE
DEMAND DEPOSIT ACCOUNTING
BANK shall establish pre-determined cycle
dates and shall not deviate from these
dates without the prior written consent of
FNB.
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RESPONSIBILITY OF DEFINITIONS (cont'd.)
BANK FNB
---- ---
11. BANK PROCESSING PROCEDURES
BANK recognizes the extreme importance FNB will make its facilities available for the
of having at least on BANK employee per indoctrination and training of Branch EDP
Branch who is thoroughly familiar with personnel. FNB mangement may prepare
procedures, requirements and, specifically, formal and informal presentations and
the details to the Procedures Manuals. seminars for such indoctrination and
BANK agrees: To designate such person(s) training as it deems necessary.
and require them to participate in:
1) basic indoctrination course
2) subsequent information and
education seminars.
BANK's executive management agrees to
be available for periodic review of current
procedures and results, as well as
participation in the planning and definition
of future requirements.
12. NON-POST, STOP PAY & SUSPECT
ITEMS
BANK understands and agrees that it has FNB will provide information concerning
sole responsibility to review and dispose any of these items to BANK to assist BANK
of: in making a determination of whether to
return or to pay an item
a. All items appearing on the daily Non-
Post Items report, including stop pay items;
and
b. All stop suspect items appearing on the
stop suspect screen.
13. SIGNATURE CARDS
BANK shall furnish FNB with a Signature FNB will maintain a file with BANK's
Card for each open account at time of demand deposit Signature Cards and will
conversion. BANK shall also furnish FNB pull from it daily all purged accounts and
with a Signature Card for all new accounts return such cards to Branch.\
daily. BANK will provide updated Signature
Cards on accounts a requested by FNB.
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RESPONSIBILITY OF DEFINITIONS (cont'd.)
BANK FNB
---- ---
14. EXAMINATION OF CHECKS
X BANK elects to have FNB randomly Any check in question due to irregularities
select 1% of items for examination by in negotiability and/or differences in
FNB. authorized signatures will be reversed and
charged back to the last endorsing bank.
X BANK elects to have FNB select by
check over $5,000.00 for examination
by FNB. a larger amount may be
designated by BANK upon two (2) weeks
written notice to FNB.
X BANK elects to have all items
selected, as identified above, returned to
BANK for examination.
___ BANK elects not to have any items
selected for examination.
15. STATEMENT PREPARATION
AND MAILING
BANK agrees to provide FNB, at FNB's FNB will insert advertising stuffers
request, the quantity of envelopes provided by BANK into the regular
requested for statement mailing. BANK statement mailing at the request of BANK
agrees to notify FNB one (1) week in
advance of any advertisement that is to be
mailed along with the depositor's
statement. BANK agrees to reimburse FNB
for all postage costs incurred in mailing
BANK's monthly statements.
16. MISSING ITEMS
BANK agrees to provide FNB with missing Where there is a missing document, FNB
document forms as requested by FNB. will include a missing document ticket in
the statement for the benefit of the
account holder.
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RESPONSIBILITY OF DEFINITIONS (cont'd.)
BANK FNB
---- ---
17. PREPRINTED FORMS & STOCK PAPER
BANK is responsible for the purchase FNB will provide all stock paper forms at
statements and notices and any other no cost to BANK.
preprinted forms(s) as may be required from
time to time.
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EXHIBIT "C"
SCHEDULE FOR FEES AND CHARGES
PREPARED FOR COMMUNITY NATIONAL BANK
C.I.S. Charges:
Portfolio .05
Addenda .01
Tax Addenda .01
Safe Deposit Box .10
Debit Card Issued .01
Minimum Charge 250.00
Deposit Account (DDA, SAV, COD):
Account .35
Account on Analysis with history 1.00
Addenda Day .01
Stop Pay .01
Manual Transaction .01
Automated Transaction .01
Checking Statements .25
Savings Statements .25
COD Statements .25
Notice .25
Check Issued .25
Minimum Charge (per application) 250.00
Loans (Installment, Commercial & Mortgages):
Line .05
Note .35
Addenda .01
Manual Transaction .01
Automated Transaction .01
Notice .25
TRW Tape 25.00
Deluxe Coupon Tape 25.00
Minimum Charge 250.00
SMART Reporting:
Report Set-up Charge 50.00
Report Production:
One-Time / On-Call (per run) 25.00
Automatic Recurring (per report, over 25 per month) 5.00
Financial Management:
Account .35
Manual Non-Descriptive Transaction .01
Manual Descriptive Transaction .01
Automated Transaction .01
Minimum Charge 250.00
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SCHEDULE OF FEES AND CHARGES (cont'd.)
Exception Item Module:
Transactions incl.
Notices incl.
On-Line Activity incl.
Minimum Charge n/a
On-Line Charges:
Inquiry .01
File Maintenance .01
Calculation Function .01
Minimum Charge 250.00
Terminal Support Charges:
Terminal Address 10.00
Printer Address 10.00
Q-Up File Transfer 400.00
Check Reconciliation System:
Client 25.00
Outstanding Item .02
Transaction .05
Minimum Charge 100.00
Fixed Asset System:
Per Account .10
Minimum Charge 100.00
Accounts Payable:
Per Vendor .10
Per Payable .05
Per Check .25
Minimum Charge 100.00
Item Entry System:
Warehouse Item .01
Manual Descriptive Item .01
Manual Non-Descriptive Item .01
Inclearings Processing:
First 50,000 items .020
Next 50,000 items .015
Over 100,000 items .0125
Teller Processing (including P.O.D. & encoding):
First 50,000 items .04
Next 50,000 items .03
Over 100,000 items .025
Endorse Item .01
MICR Rejects .05
Transit Float Analysis (per report) 100.00
Transit Float Analysis (per item) .005
Additional Transit Pockets over four (per item) .005
ACH Processing (per file) 10.00
ACH Return 1.00
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SCHEDULE FOR FEES AND CHARGES (cont'd.)
Item Entry System (cont.):
ACH Notification of Change 1.00
ACH SBA Origination 5.00
Minimum Charge 500.00
Centralized Bank Services:
Checkfiles & Statements Rendering (per account) .50
Special Statement 1.25
Cripple Statement 1.25
Truncated/Non-Checking & Statements .25
Return Item .50
Paid Item Return 1.00
Qualify Return .25
Exception Item Paid .25
Scrutinize Item .25
Reg CC Notification - Outgoing 2.50
Reg CC Notification - Incoming 2.50
Photo Copy from Microfilm, Inter-Office Return 1.50
Photo Copy from Microfilm, Fax Return 2.50
Item Faxed 2.50
Check Pulled and Faxed 2.50
Research Time (per hour) 20.00
Collections Domestic 7.50
Collections Foreign 10.00
Statement Stuffers Base Fee (per stuffer, per month) 25.00
Statement Stuffer (per stuffer, per statement) .01
Miscellaneous Services:
On-site Training & Support (per hour) 150.00
On-call Support (per hour) 100.00
Programming Time (per hour) 200.00
Travel Time over 30 min. (per hour) 35.00
Mileage (per mile) .35
ATM Balance File Transmission (monthly) 200.00
Credit Reporting Tape (per tape) 25.00
Coupon Ordering Tape (per tape) 25.00
Special Fine Sort (per item pass)($25 min. per account) .005
Fine Sort Reject Filing (per hour) 15.00
Laser Statements (per page) .045
FISERV Transmission Charges Cost
Laser Printing Tax Forms .045
Pass Thru Charges:
Postage Cost
Courier Services Customer Contracted
Phone Line Charges Cost + 10%
Supplies Cost + 10%
Microfilm Processing Cost + 10%
Microfiche Processing Cost + 10%
MONTHLY MINIMUM CHARGE FOR ABOVE SERVICES 2,500.00
19
SCHEDULE FOR FEES AND CHARGES (cont'd.)
Telephone Banking:
One-time Costs:
Two Line Card (per card, price subject to change without 5,805.00
notice)
Phone Line Installation Cost
Monthly Costs:
First 5,000 Accounts (per account) .10
Over 5,000 Accounts (per account) .075
Phone Lines Cost
On-Line Loan Collections**
One-time Costs:
Conversion/Installation Fee 2,500.00
Monthly Costs:
System Use Fee 295.41
Per Account .20
Loan Custodial Module**
One-time Costs:
Conversion/Installation Fee 2,500.00
Monthly Costs:
System Use Fee 159.26
Per Account .20
Holding Company Module**
One-time Costs:
Conversion/Installation Fee 3,500.00
Monthly Costs:
System Use Fee 120.02
Per Account .35
Fed. Call Reporting**
One-time Costs:
Conversion/Installation Fee 1,500.00
Monthly Costs:
System Use Fee 150.00 + Transmission Chgs
Signature Management
One-time Costs:
Conversion/Installation Fee 1000.00 + .05 per Signature
Monthly Costs:
System Use Fee 200.00
Per Signature .02
Premier II Teller
One-time Costs:
Printers, Validator/Receipt with Journal 1,020.00 ea
Standard Document Printer (Official Items, etc.) 800.00 ea
20
SCHEDULE FOR FEES AND CHARGES (cont'd.)
Signature Scanners 380.00 ▇▇
▇▇▇▇▇▇ Seats (1-50) 1,250.00 ea
Installation (Unisys est. 2500.00 per branch) Cost
Monthly Costs:
On-going System Maintenance (per seat) 45.00
Per Transaction .01
Premier Prime**
One-time Costs:
Conversion/Installation Fee 2,500.00
Product Use Fee 2,500.00
Annual Costs:
IMPROMPTU Administrator 1,075.00
IMPROMPTU User 835.00
(After First Year - 20% Maintenance Fee on Administrator and User due Annually)
Monthly Costs:
System Access Fee 400.00
Database Refresh Charge 25.00 per database
Database Carrying Charge 10.00 per database
Remote Printing
DEPCON DEPARTMENTAL SOFTWARE (SUPPORTS MULTIPLE PRINTERS ON FALLBROOK NETWORK)
One-time Costs:
Depcon Departmental Software 3,500.00
Installation/Configuration 150.00 per hour
Monthly Costs:
Unisys Telephone Support (Optional) 24.00
Monthly Charge 150.00
DEPCON END USER SOFTWARE (SUPPORTS ONE LOCAL PRINTER)
One-time Costs:
Depcon End User Software 900.00
Installation/Configuration 150.00 per hour
Monthly Costs:
Unisys Telephone Support (Optional) 6.00
Monthly Charge 150.00
** ITI'S ANNUAL MAINTENANCE FEES DUE WHEN INVOICED BY ITI
Director - Document and Check Image System
Option 1 (see attached proposal from Unisys/ITI)
Fallbrook owned and operated:
21
SCHEDULE OF FEES AND CHARGES (cont'd.)
Purchase Price:
Hardware 103,757.00
ITI Director Software 63,210.00
Monthly Download Fee (No fee if stock paper printing is
done by Bank) 400.00
Option 2
Run the Director Product Using First National's Equipment
Initial Investment
Scanner (20 ppm color) 1,795.00 Each
Scanner controller board 549.00 Each
Named User Seats (10) (2 sets of 5) 5,950.00
Concurrent Users (1 set of 10) 4,995.00
Monthly Download Fee (No fee if stock paper printing is
done by Bank) 400.00
Equipment Usage Charges (per gigabyte per month) 15.00
(Above pricing Does Not include ITI conversion fees, if applicable.)
22
EXHIBIT "D"
Courier Schedules
Availability for Courier Pick-up:
A.M. Reports and Notices 7:00 a.m.
Cash Letters - Mon. thru Thur. 9:30 p.m.
Cash Letters - Friday 10:30 p.m.
_______________________________ ___________
Delivery of Work from Bank:
Teller Work:
Monday thru Thursday:
Main Office 7:20 p.m.
Branch 7:20 p.m.
Friday
Main Office 8:30 p.m.
Branch 8:30 p.m.
23
EXHIBIT "E"
SERVICE LEVEL AGREEMENT
Subject to the conditions of paragraph 7.f. of this Agreement, FNB agrees to:
1. Compensate BANK, based upon TELERATE SYSTEMS Federal Funds Effective
Rate for the day in questions, for interest lost on collected funds
due to missed transit windows that were the direct result of FNB's
negligence.
2. Adhere to Service Levels outlined below. BANK agrees to notify FNB of
specific non-performance issues in writing through the normal predefined
procedures. FNB will have thirty (30) days to correct and maintain service
levels. (Calculation method is Percent of Volume)
a. ITEM RESEARCH/PHOTOCOPY PRODUCTION SERVICE GOAL: 98.9%
1) Turn-around time for research request will be 48 hrs from time of
receipt (unless otherwise notified)
2) Best effort will be made to produce quality photocopies
3) Trace reports will be responded to within five business days of
receipt (unless otherwise notified)
4) Subpoenas will be completed when they are committed to be
completed by FNB
b. HOST ON-LINE UP TIME SERVICE GOAL: 98%
Acceptable on-line up time is to be 98%. This shall be calculated
from generated activity logs produced by the computer.
Normal on-line system hours are:
Mon. - Fri. 8:00 AM - 7:00 PM
Sat. 9:00 AM - 1:00 PM
FNB reserves the right to not have the system on-line on some
weekends in order to implement system upgrades or installations.
FNB will notify BANK at least three (3) working days in advance
when this is necessary.
c. RESPONSE TIME
Acceptable on-line response time is a maximum of five seconds.
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d. REPORT DISTRIBUTION SERVICE GOAL: 98.9%
Output reports and Misc. Items will be routed and delivered to the
correct destination point as stipulated by Bank.
e. HELP DESK SUPPORT
1) FNB will accept questions/problems from BANK's senior personnel
and Help Desk. BANK's Help Desk should be consulted for
questions/problems by general staff. (This will alleviate
duplication of effort and give BANK an idea of where additional
training may by necessary.) ITI will be consulted by FNB's Help
Desk when necessary.
2) All problems will be tracked through on-line Help Desk software
from date reported through resolution, with all supporting
documentation/conversations attached; reported to center manager
on a weekly basis; reported to BANK on a monthly basis.
3) Help Desk personnel will be available during normal working hours.
Mon. through Fri. 8:00 AM to 5:00 PM. The voice mail box will be
checked at least once every 1/2 hour for messages. Messages will
be answered in the order received, unless there is an emergency.
In case of an emergency, the emergency contact list should be
consulted.
4) Help Desk personnel will adhere to the escalation procedure
outlined below when unable to answer BANK's question/problem
themselves.
SOFTWARE PROBLEM ESCALATION PROCEDURE
Help Desk Associate answering phone call or e-mail regarding ITI software
question, will give best effort to answer question/solve problem. If they
are unable to give solution they will 1) go to appropriate programming
support personnel within Infoserv. If still unable to give solution they will
2) call ITI support in Lincoln, NE.
ESTIMATED RESPONSE TIME FRAMES FOR COMMON REQUESTS
Missing Reports 2-4 hours (Depending on program needed to rerun)
25
Smart Reports 2 hours (No reports will be run between 1:00 PM
and 3:30 PM, daily or on the last day of the
month or the first day of the month)
New Products 2 Weeks
Specification Changes 3 Days
26