EXHIBIT 10
INFORMATION TECHNOLOGY SERVICES AGREEMENT
BETWEEN AURUM TECHNOLOGY INC. AND BRIDGE BANK, N.A.
THIS AGREEMENT by and between AURUM TECHNOLOGY INC., a Delaware corporation with
offices located at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ ("Aurum"), an indirect wholly-owned subsidiary of a publicly traded
company, Fidelity National Information Services, Inc., and BRIDGE BANK, N.A.,
with offices located at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Customer") (each of Aurum and Customer, a "party," and collectively, the
"parties") is made as of the later of the dates on which the parties sign below
("Effective Date").
The parties have agreed to certain General Terms and Conditions as more
particularly identified below and attached hereto ("General Terms"). The parties
agree that the General Terms shall be incorporated by reference to each Schedule
identified below and attached hereto ("Schedule") as well as to such additional
Schedule(s) as may be agreed to by the parties from time to time, provided
however, that each such Schedule explicitly incorporates these General Terms.
The parties acknowledge that each has reviewed the version number, as set forth
below, used to identify the General Terms and the Schedule(s) attached hereto
and confirm that said version number is the correct version of the General Terms
and Schedule(s) to which each party has agreed.
The parties hereby agree that each Schedule, along with any accompanying
addenda, attachments, and exhibits, combined with the General Terms and this
Signature Page constitutes a separate and independent legal agreement between
the parties (each, a separate "Agreement").
[X] GENERAL TERMS AND CONDITIONS (GTC106v3 dated 09/13/06)
[X] Core Data Processing Services Schedule (SCHPREMCORE102v1 dated
09/13/06)
[X] Add. to Core Data Processing Services Sched. (Add. to SCHPREMCORE102v1
dated 09/13/06)
[X] Network Services Schedule (SCHNS102v1 dated 09/13/06)
[X] Image Item Processing Services Schedule (SCHIP101v1 dated 09/13/06)
[X] Addendum to Image item Processing Serv. Sched. (Add. to SCHIP101v1 dated
09/13/06)
[X] Commercial Capture Xpress Schedule (SCHCCX100v1 dated
09/13/06)
THE AUTHORIZED OFFICER OR REPRESENTATIVE OF EACH PARTY has signed this Agreement
as a legally binding obligation of such party.
AURUM TECHNOLOGY INC. BRIDGE BANK, N.A.
By: _________________________________________ By:__________________________
Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name:
_________________________________________ __________________________
Title: President, Integrated Financial Solutions Title:
_________________________________________ __________________________
Date: Date:
_________________________________________ __________________________
GENERAL TERMS AND CONDITIONS
These General Terms and Conditions ("General Terms") shall apply to and be
incorporated by reference into each and every Signature Page and Schedule
between AURUM TECHNOLOGY INC. of Maitland, Florida ("Aurum"), an indirect
wholly-owned subsidiary of a publicly traded company, Fidelity National
Information Services, Inc., and BRIDGE BANK, N.A.. of San Jose, California
("Customer") (each of Aurum and Customer, a "party," and collectively, the
"parties") and shall be coterminous with each such Schedule provided however
that each such Signature Page and Schedule explicitly incorporates by reference
these General Terms.
1. DEFINITIONS
Except as may be modified in any Addenda to these General Terms, a Schedule
or attachment thereto, the following defined terms shall have the meanings
ascribed to them below.
1.1 "ADJUSTMENT DATE" shall mean the first of the month in which the
anniversary of the Commencement Date, as defined in each Schedule,
falls each year.
1.2 "AFFILIATE" shall mean a company which owns or controls, directly or
indirectly, a majority of the stock of one of the parties, or a
company whose stock is owned or controlled, directly or indirectly, by
one of the parties or its parent.
1.3 "AGREEMENT" shall be as defined on the applicable Signature Page.
1.4 "ATTACHMENT" shall mean the document setting forth the fees for
contracted products and/or services as described in the Schedule and
which is attached to such Schedule and may be numbered.
1.5 "COMMENCEMENT DATE" shall be specifically defined in the appropriate
Schedule(s) describing an item of Software, Third Party Software,
Equipment or a Service to be provided to Customer.
1.6 "CONFIDENTIAL INFORMATION" shall mean all information of a non-public
nature including Customer Proprietary Information and Aurum
Proprietary Information. "Confidential Information" shall also include
all "non-public personal information" as defined in Title V of the GLB
Act that Aurum receives from or at the direction of Customer and that
concerns any of Customer's "customers" and/or "consumers" (as defined
in the GLB Act).
1.7 "CPI-U" shall mean Consumer Price Index for All Urban Consumers-Other
Goods and Services as published by the U.S. Department of Labor,
Bureau of Labor Statistics.
1.8 "CUSTOMER" shall mean the financial institution, company or entity
other than Aurum listed on the Signature Page.
1.9 "CUSTOMER PROPRIETARY INFORMATION" shall mean all of Customer's data,
output, and any Customer-provided software, if applicable, and any
modifications to the foregoing.
1.10 "EQUIPMENT" shall mean the hardware that may be identified in a
Schedule and/or Attachment as being sold or leased to Customer
pursuant to the terms of such Schedule.
1.11 "ESCALATION PROCEDURES" shall mean the procedures set forth in Section
16.3 of these General Terms and Conditions.
1.12 "EXPIRATION DATE" shall mean the last day of the Initial Term or of
the then-current Renewal Term.
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1.13 "AURUM PROPRIETARY INFORMATION" shall mean specifications, manuals,
tapes, programs, file formats, user documentation, and the Software
and other materials belonging to, developed by, and/or furnished to
Customer by Aurum and any enhancements or modifications to the
foregoing.
1.14 "GLB ACT" shall mean the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (15 U.S.C. Section
6801, et seq.) and the implementing regulations thereunder, as the
same may be amended from time to time.
1.15 "INITIAL TERM" shall be set forth in the applicable Schedule.
1.16 "PRESS RELEASE" shall mean any news release, public announcement, news
media response or other form of release of information concerning this
Agreement or the transactions contemplated hereby that is intended to
provide such information to the news media or the public.
1.17 "RENEWAL TERM" shall be set forth in the applicable Schedule.
1.18 "SCHEDULE(S)" shall mean each of the separate schedule(s) which
further describe the products and/or services being provided to
Customer by Aurum and to which these General Terms apply.
1.19 "SERVICES" shall mean the services that are described in a Schedule,
including, not limited to, data processing, support, recovery, and/or
consulting services.
1.20 "SIGNATURE PAGE" shall be the cover page attached to these General
Terms and/or each Schedule which requires a signature by each of the
parties. A separate Signature Page shall be signed each time the
parties agree to add another Schedule to these General Terms which
shall more specifically identify the Schedule being attached.
1.21 "SOFTWARE" shall mean the object code version of the proprietary
computer programs of Aurum that may be identified in a Schedule and/or
Attachment as being licensed to Customer pursuant to the terms of such
Schedule and/or Attachment.
1.22 "TERM" shall be as set forth in the applicable Schedule.
1.23 "TERMINATION DATE" shall be the last day that a product(s) or
service(s) is being provided to Customer by Aurum.
1.24 "THIRD PARTY SOFTWARE" shall mean the object code version of the
proprietary computer programs of a third party that may be identified
in a Schedule and/or Attachment as being licensed by Customer pursuant
to the terms of such Schedule.
2. TERMINATION AND RENEWAL
2.1 RIGHT TO TERMINATE. Either party may elect to terminate this Agreement
if: (a) the other party fails to cure any material default hereunder
within sixty (60) days after receipt of written notice from the
non-defaulting party, which notice shall specify the nature and extent
of any such material default (except for a default caused by
nonpayment by Customer which is addressed in Section 3.3); or (b) the
other party ceases to do business, makes a composition or assignment
for the benefit of creditors, becomes bankrupt or insolvent, or is
found subject to any provisions of the bankruptcy code concerning
involuntary bankruptcy or similar proceeding.
2.2 METHOD OF TERMINATION. Exercise of the right to terminate under
Section 2.1 must be accomplished by written notice (in accordance with
Section 17.2) to the defaulting party, specifying the basis for such
termination, and fixing the Termination Date which shall be a date
following the date of such notice. If either party is terminating
under Section 2.1 (a) above, in which the other party has failed
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to cure a default, such written notice shall allow ninety (90) days
following the date of such notice for complete termination of Services
unless otherwise specified in a Schedule. If either party is
terminating under Section 2.1 (b) above, no notice of default or cure
period is required and such written notice will allow thirty (30) days
following the date of such notice for complete termination of this
Agreement.
2.3 NO WAIVER OF DEFAULT. The failure of either party to exercise any
right of termination hereunder shall not constitute a waiver of the
rights granted herein with respect to any subsequent default.
2.4 EXTENDED SERVICES. Any services that are provided to Customer after
the expiration or termination of this Agreement, for which a written
agreement has not been entered into by the parties, shall be provided
by Aurum on a month-to-month basis subject to the terms and conditions
of this Agreement at Aurum's then-current standard fees.
2.5 LIQUIDATED DAMAGES. If this Agreement is terminated by Customer for
any reason other
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2.6 DATE FEES ARE PAYABLE. All known fees described in this Section 2 are
due and payable prior to the earlier of (a) the Termination Date or
(b) the release of any data in Aurum's possession to Customer. Any
fees not known as of the date notice is given will be invoiced to
Customer as they are incurred by Aurum. Furthermore, in addition to
the fees described in this Section 2, Customer shall continue to make
all payments due and payable to Aurum pursuant to this Agreement for
any Services rendered through the Termination Date. The fees described
in this Section 2 are exclusive of any fees associated with
deconversion.
2.7 RETURN OF AURUM DATA. Upon termination of the Agreement , Customer
will, at its expense, promptly return to Aurum or destroy all copies
of written or electronic materials, maintenance and policy manuals and
other publications of Aurum relating to the Services being so
terminated (collectively "Copies"). Customer will destroy all Copies
contained on any hard drive or other fixed
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medium of storage. Within sixty (60) days from the date of termination
of the Agreement, an officer of Customer will certify in writing to
Aurum that Customer has complied with all requirements of this
Section.
2.8 RETURN OF CUSTOMER DATA. Upon termination of the Agreement, and upon
payment to Aurum of all monies due under the terms of this Agreement,
Aurum will, at its expense, promptly return to Customer or destroy, at
Customer's reasonable request and direction, all copies of Customer
data in written or electronic form, including any copies contained on
any hard drive or other fixed medium of storage. Within sixty (60)
days from the date of termination of the Agreement, an officer of
Aurum will certify in writing to Customer that Aurum has complied with
all requirements of this Section.
2.9 TERMINATION FOR CONVENIENCE BY CUSTOMER. Customer may terminate the
Agreement for its convenience upon sixty (60) days prior written
notice to Aurum, subject to the liquidated damages set forth in
Section 2.5.
3. FEES AND EXPENSES
3.1 FEES PAYABLE TO AURUM. The fees payable pursuant to this Agreement are
set forth in the Schedule and/or Pricing Attachment, shall be paid in
U.S. Dollars, and shall be due to Aurum within thirty (30) days of
date of invoice, except as set forth in Section 2. Customer shall also
pay to Aurum any pass-through costs, fees and charges imposed upon
Aurum related to the Services provided hereunder. Aurum shall provide
Customer with reasonable notice of any such pass through costs, fees
and charges. All payments due to Aurum hereunder shall, unless
otherwise indicated, be mailed to Aurum at the remittance address on
the invoice. If mutually agreed between the parties, Customer may
alternatively make all payments under this Agreement by wire transfer
or ACH of immediately available U.S. funds to an account or accounts
designated by Aurum. In the event that the due date of any payment is
not a day upon which banks are open in the United States, then the due
date of the payment shall be the next bank business day. Any amount
not received by Aurum within fifteen (15) days after the payment due
date shall be subject to interest on the balance overdue at a rate
equal to the prime rate per annum, as published in the Wall Street
Journal on the first Monday (or next bank business day) following the
payment due date for the number of days from payment due date up to
and including the date payment is actually received by Aurum. However,
if any amount is not paid when due, Aurum may, upon sixty (60) days
notice to Customer, suspend performance hereunder until payment is
made, in addition to any other rights or remedies provided to Aurum by
this Agreement or applicable law.
3.2 DISPUTED CHARGES. Aurum shall prepare and submit invoices in a manner
substantially similar to invoices previously provided to Customer.
Should Customer in good faith dispute all or a portion of the amount
due on any invoice or require any adjustment to an invoiced amount,
Customer shall pay any undisputed portion and notify Aurum in writing
of the nature and basis of the dispute and/or adjustment as soon as
reasonably possible and prior to the payment due date. The parties
shall use the dispute resolution procedures set forth in Section 16 of
this Agreement to resolve the dispute and shall each use its
reasonable efforts to resolve the dispute prior to the next payment
due date. If it is ultimately determined that Customer is due a
disputed amount previously paid by Customer, Aurum shall credit this
amount, plus interest at the rate of one percent (1%) per month on
Customer's next invoice following resolution of the dispute.
3.3 MONETARY DEFAULT. Failure to pay any amount due under this Agreement
within thirty (30) days of the date of invoice shall be deemed a
monetary default ("Monetary Default"). In the event such Monetary
Default is not cured within fifteen (15) days after written notice is
provided to Customer from Aurum, then Aurum may suspend or cancel
Customer's use of or access to the Services relating to the Monetary
Default and may terminate this Agreement and pursue any and all other
rights in law or equity that Aurum may have. In addition to the
foregoing, in the event that two (2) monetary defaults occur within
any six (6) month period, Aurum, at its sole discretion, may change
the payment terms (including, but not limited to, requiring payment by
wire, or requiring payment in advance of Aurum providing or delivering
such Services).
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3.4 ADJUSTMENT OF FEES. The recurring fees, as outlined in the Schedule(s)
and/or Attachment(s) (non-pass through and non-one-time fees) shall be
adjusted annually on the Adjustment Date. Fees shall be increased, but
not decreased, by the percentage increase in the CPI-U for the month
of December preceding the Adjustment Date over the CPI-U for the month
of December in the immediately preceding year. If additional products
and/or services are added to the Agreement, the fees for such
additional products or services shall be adjusted on such Adjustment
Date in accordance with this Section. In the event the CPI-U is
unavailable in time to allow the adjustment to be made on the
Adjustment Date, Customer shall continue to pay the then-current fees
for the Services until the CPI-U is made public, at which time the
adjustment shall be calculated retroactively to the Adjustment Date,
and Customer shall immediately pay to Aurum any difference between the
fees actually paid and adjusted fees. The adjustments shall be
compounded and cumulative. In the event the CPI-U is discontinued or
revised during the Initial Term or any Renewal Term, the parties shall
agree to another governmental index or computation as a substitute for
the CPI-U in order to obtain substantially the same result as if the
CPI-U had not been discontinued or revised. Aurum shall provide
reasonable notice to Customer of any increase in pass through costs,
fees, and charges outside of Aurum's control. Customer shall have the
option of exploring alternative solutions if it deems the increase to
be unacceptable.
3.5 PAYMENT OF ONE-TIME FEES. Except as may be specifically stated in a
Schedule and/or Attachment or otherwise mutually agreed by the parties
in writing, Customer shall pay all one-time fees in the following
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3.6 PAYMENT OF RECURRING FEES. Aurum will commence invoicing Customer for
the recurring fees set forth in the Schedule and/or Attachment on the
Commencement Date and Customer shall pay such fees as invoiced.
3.7 TRAVEL AND EXPENSES. Customer shall reimburse Aurum for all reasonable
travel and expenses related to the performance of any Services
provided by Aurum that require Aurum personnel to travel, provided,
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3.8 MERGERS AND ACQUISITIONS. At Customer's reasonable request, Aurum will
provide additional licenses, process additional data and perform
additional Services resulting from any merger, acquisition,
affiliation or restructuring (regardless of form) involving Customer
for fees to be mutually agreed upon prior to the time Customer begins
using the Software or Services in the expanded environment.
4. TAXES
All charges and fees to be paid by Customer under this Agreement are
exclusive of any applicable withholding, sales, use, value added, excise,
services or other United States or foreign tax which may be assessed on the
provision of the Services. In the event that a withholding, sales, use,
value added, excise, services or other United States or foreign tax is
assessed on the provision of any of the Services provided to Customer under
this Agreement, Customer will pay directly, reimburse or indemnify Aurum
for such taxes, as well as any applicable interest, penalties and other
Aurum fees and expenses. The parties will cooperate with each other in
determining the extent to which any tax is due and owing under the
circumstances, and shall provide and make available to each other any
resale certificates, information regarding out-of-state or country use of
materials, services or sale, and other exemption certificates or
information reasonably requested by either party. Customer shall not be
liable for payment of any taxes based on Aurum's net income.
5. FORCE MAJEURE
Aurum shall not be liable for any loss, expense, error or delay, including
but not limited to delays in processing of data or delivery of output or
items to Customer, or any inability to provide Services hereunder, from any
cause beyond its reasonable control and without its fault or negligence,
including, but not limited to, acts of God, acts of civil or military
authority, government regulations, government agencies, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires, explosions,
earthquakes,
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nuclear accidents, floods, power blackouts affecting facilities, unusually
severe weather conditions, inability to secure products or services of
other persons or transportation facilities, or acts or omissions of
transportation common carriers or omissions of third parties (including but
not limited to acts or omissions of any third party service provider or
equipment vendor, messenger service or telephone carrier); *
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event lasts for a period of more than thirty (30) days, the parties may
negotiate an equitable modification to this Agreement with respect to the
Services affected by the force majeure event or, at its option, Customer
shall be entitled to serve thirty (30) days' written notice of termination
to Aurum. If the force majeure event continues to affect performance of
Services on the expiration of such thirty (30) day notice period, the
portion of this Agreement relating to the affected Service shall, at
Customer's option, terminate. The remaining portion of this Agreement that
does not involve the affected Service shall continue in full force and
effect. In such event Aurum shall be entitled to be paid for that portion
of the affected Service that Aurum has completed or is in the process of
completing through the Termination Date.
6. LIMITATION OF LIABILITY
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6.3 IN NO EVENT SHALL AURUM SHALL HAVE NO LIABILITY, EXPRESS OR IMPLIED,
WHETHER ARISING UNDER CONTRACT, TORT OR OTHERWISE WHICH RESULTS
DIRECTLY OR
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INDIRECTLY FROM THE INTERNAL OPERATIONS AND PERFORMANCE OF ANY
CUSTOMER-PROVIDED SOFTWARE OR ANY ENHANCEMENT, DEVELOPMENT OR
MAINTENANCE THEREOF. This Section also limits the liability of any
agent, employee or Affiliate of Aurum.
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7. REPRESENTATIONS, WARRANTIES AND COVENANTS
7.1 NO INTERFERENCE WITH CONTRACTUAL RELATIONSHIP. Each party warrants
that, as of the date hereof, it is not subject to any contractual
obligation that would prevent it from entering into this Agreement.
Customer and Aurum each further warrant to the other that entering
into this Agreement shall not cause or induce it to breach any of its
other contractual obligations.
7.2 COVENANT OF GOOD FAITH. Each of the parties agrees that, in its
respective dealings with each other with respect to this Agreement, it
shall act fairly and in good faith.
7.3 AUTHORIZATION AND EFFECT. Each party represents and warrants to the
other that the person signing this Agreement on behalf of the
respective party has the requisite authority to do so, that both
parties have been represented by counsel in their review of and prior
to executing this Agreement and no further assurances are required for
either party to be bound by the terms and conditions of this
Agreement. Aurum represents and warrants that it has secured all
permits, licenses, regulatory approvals and registrations required to
render the Services contemplated herein. Each party represents and
warrants that it is and will be in material compliance with all
applicable state and federal laws and regulations in the United States
applicable to the party and to which the Services are subject.
7.4 CUSTOMER-PROVIDED SOFTWARE. If necessary for Aurum to perform its
obligations under this Agreement, Customer represents and warrants to
Aurum that any Customer-provided software shall conform in all
material respects with its documentation and specifications.
7.5 PROFESSIONAL AND WORKMANLIKE. Each party represents and warrants to
the other that they shall perform their respective obligations under
this Agreement in a professional and workmanlike manner. Aurum
represents and warrants that it will use competent personnel having
expertise suitable to their assignments, that the Services shall
conform to or exceed the specifications set forth in this Agreement,
the service level or performance standards required under this
Agreement, as well as the standards generally observed in the
financial services industry for similar services, and that the
Services supplied hereunder shall be free of defects in workmanship,
design and material.
7.6 EXCLUSIVE PROVIDER. *
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7.7 DISCLAIMER OF WARRANTIES. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT, AURUM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THIRD PARTY SOFTWARE,
PRODUCTS AND/OR SERVICES. CUSTOMER'S SOLE WARRANTY WITH RESPECT TO
COMPUTER HARDWARE AND SOFTWARE SUPPLIED BY THIRD PARTIES AND USED BY
AURUM IN PROVIDING THE SERVICES UNDER THIS AGREEMENT IS THE WARRANTY
PROVIDED BY SUCH THIRD PARTY, IF ANY. AURUM SHALL PROVIDE CUSTOMER
WITH A COPY OF ANY WARRANTY PROVIDED BY ANY SUCH THIRD PARTY UNLESS
AURUM'S AGREEMENT, IF ANY, WITH SUCH THIRD PARTY PROHIBITS SAME. AURUM
HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THE
PERFORMANCE OR LEGAL OR REGULATORY COMPLIANCE, INCLUDING ANY WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF ANY COMPUTER
HARDWARE AND SOFTWARE SUPPLIED BY THIRD PARTIES. CUSTOMER ACKNOWLEDGES
THAT AURUM HAS NO DUTY OR RESPONSIBILITY TO MODIFY ANY SUCH THIRD
PARTY PRODUCT, EXCEPT TO THE EXTENT THAT THE VENDOR THEREOF HAS SUCH A
DUTY OR RESPONSIBILITY TO MODIFY SUCH PRODUCT PURSUANT TO THE
APPLICABLE AGREEMENT BETWEEN AURUM AND SUCH VENDOR. *
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THE PARTIES ACKNOWLEDGE THAT AURUM HAS SET ITS PRICES AND ENTERED INTO
THIS AGREEMENT IN RELIANCE UPON THE EXCLUSIONS AND LIMITATIONS OF
LIABILITY SET FORTH IN THIS AGREEMENT AND THE DISCLAIMERS OF
WARRANTIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS
OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE
EXCLUSIONS AND LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES
SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND SHALL APPLY EVEN IF FOUND
TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
8. INDEMNIFICATION
8.1 INFRINGEMENT OF AURUM SOFTWARE. Aurum shall defend, at its own
expense, any claim or action brought by any third party against
Customer or against its officers, directors, employees, Customer's
Affiliates, or agents for actual or alleged infringement of any
patent, copyright or other intellectual property right (including, but
not limited to, misappropriation of trade secrets) based upon the
Software, equipment, product or other aspect or component of the
Services (collectively, "Products") furnished hereunder by Aurum to
provide Services to Customer hereunder. Furthermore, Aurum shall
indemnify and hold Customer and the Customer's Affiliates harmless
from and against any and all liabilities, losses, costs, damages, and
expenses (including reasonable attorneys' fees) associated with any
such claim or action incurred by Customer and the Customer's
Affiliates. Aurum shall have the sole right to conduct and control the
defense of any such claim or action and all negotiations for its
settlement or compromise, unless otherwise mutually agreed to in
writing between the parties hereto. Aurum shall give Customer, and
Customer shall give Aurum, as appropriate, prompt written notice of
any written threat, warning or notice of any such claim or action
against Aurum or Customer, as appropriate, or any other user or any
supplier of components of the Products, which could have an adverse
impact on Customer's use of same, provided Aurum or Customer, as
appropriate, knows of such claim or action. If, in any such suit so
defended, all or any part of the Products (or any component thereof)
is held to constitute an infringement or violation of any other
party's intellectual property rights and is enjoined, or if in respect
of any claim of infringement, Aurum shall take one or more of the
following actions at no additional cost to Customer: (a) procure the
right to continue the use of the same without material interruption
for Customer; (b) replace or modify the Products with non-infringing
Product or component thereof without adversely altering its function
or performance in any material way; or (c) take back the infringing
Product or component thereof and credit Customer with an amount equal
to the license fee for such Product or component thereof paid by the
Customer.
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8.2 INFRINGEMENT OF CUSTOMER-PROVIDED SOFTWARE. Customer shall defend, at
its own expense, any claim or action brought by any third party
against Aurum or against its officers, directors, employees, Aurum's
Affiliates, or agents for actual or alleged infringement of any
patent, copyright or other intellectual property right (including, but
not limited to, misappropriation of trade secrets) based upon the
Customer-provided software furnished hereunder by Customer, if any.
Furthermore, Customer shall indemnify and hold Aurum and Aurum's
Affiliates harmless from and against any and all liabilities, losses,
costs, damages, and expenses (including reasonable attorneys' fees)
associated with any such claim or action incurred by Aurum and Aurum's
Affiliates. Customer shall have the sole right to conduct the defense
of any such claim or action and all negotiations for its settlement or
compromise, unless otherwise mutually agreed to in writing between the
parties hereto. Customer shall give Aurum, and Aurum shall give
Customer, as appropriate, prompt written notice of any written threat,
warning or notice of any such claim or action against Aurum or
Customer, as appropriate, or any other user or any supplier of
components of Customer-provided software covered hereunder, which
could have an adverse impact on Aurum's use of same, provided Aurum or
Customer, as appropriate, knows of such claim or action. If in any
such suit so defended, all or any part of the Customer-provided
software (or any component thereof) is held to constitute an
infringement or violation of any other party's intellectual property
rights and is enjoined, or if in respect of any claim of infringement,
Customer shall take one or more of the following actions at no
additional cost to Aurum: (a) procure the right to continue the use of
the same without material interruption for Aurum; (b) replace or
modify the Customer-provided Software with non-infringing software or
component thereof without adversely altering its function or
performance in any material way; or (c) relieve Aurum of its
obligation to use such Customer-provided software to perform the
applicable Services hereunder.
8.3 GENERAL SERVICE INDEMNITY - AURUM. Aurum shall indemnify, defend, and
hold harmless Customer, its Affiliates, representatives, successors,
and permitted assigns from and against any and all claims made or
threatened by any third party and all related losses, expenses,
damages, costs, and liabilities, including reasonable attorneys' fees
and expenses incurred in investigation or defense ("Damages"), to the
extent such Damages arise out of or relate to the following: (a) any
negligent act or omission of Aurum, its Affiliates, its
representatives, or any subcontractor engaged by Aurum in the
performance of Aurum's obligations under this Agreement; or (b) any
material breach of a representation, warranty, covenant, or obligation
contained in this Agreement.
8.4 INDEMNITY - CUSTOMER. Customer shall indemnify, defend, and hold
harmless Aurum, its Affiliates, representatives, successors, and
permitted assigns from and against any and all Damages from claims
made or threatened by any third party, to the extent such Damages
arise out of or related to the following: (a) Aurum's performance in
compliance with this Agreement; (b) any negligent act or omission of
Customer, its Affiliates, its representatives, or agents, or (c)
Customer's material breach of this Agreement. Notwithstanding any
provision in the Agreement to the contrary, Customer's total liability
for direct and/or indirect damages under this indemnity provision
shall be limited to three (3) times all charges paid to Aurum by
Customer under the applicable Schedule(s).
9. CONFIDENTIAL INFORMATION
9.1 OWNERSHIP. All Customer Proprietary Information disclosed by Customer
in connection with this Agreement is and shall remain the sole
property of Customer. All Aurum Proprietary Information disclosed in
connection with this Agreement is and shall remain the sole property
of Aurum and shall include any modification, enhancement, interface,
upgrade, or change, and all software, source code, blueprints,
diagrams, flow charts, specifications, functional descriptions or
training materials relating thereto.
9.2 CONFIDENTIALITY OBLIGATION. All Confidential Information disclosed by
Customer or Aurum to the other during the Initial Term or any Renewal
Term shall be: (a) used solely for the purposes of administering and
otherwise implementing the terms of this Agreement and (b) protected
by the receiving party in accordance with the terms of this Section 9.
For purposes of this Agreement, Aurum acknowledges that the Customer
Proprietary Information is "Confidential Information" of Customer, and
Customer acknowledges that the Aurum Proprietary Information is
"Confidential Information" of Aurum. "Confidential Information" shall
also include all "non-public personal information" as defined in Title
V of
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the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act (15 U.S.C. Section 6801, et seq.) and the
implementing regulations thereunder (collectively, the "GLB Act"), as
the same may be amended from time to time, that Aurum receives from or
at the direction of Customer and that concerns any of Customer's
"customers" and/or "consumers" (as defined in the GLB Act), and which
Aurum shall hold at all times in strictest confidence.
9.3 NONDISCLOSURE COVENANT. Except as set forth in this Section 9, the
parties shall not disclose any Confidential Information of the other
party in whole or in part, including derivations, to any third party,
without the prior written consent of the other party, except that
Aurum may disclose Customer's Confidential Information to Aurum's
subcontractors and agents in order to carry out Aurum's
responsibilities under this Agreement, provided that Aurum first
executes a confidentiality agreement with each such subcontractor
and/or agent. Confidential Information shall be held in confidence by
the receiving party and its employees, contractors, subcontractors,
and agents and shall be disclosed only to those of the receiving
party's employees, contractors, subcontractors or agents who have a
need to know it in connection with the administration and
implementation of this Agreement. Under no circumstances shall
Customer disclose the Software to, or use the Software on behalf of a
competitor of Aurum. The rights and obligations of the parties hereto
under this Section 9 shall survive any termination or expiration of
this Agreement.
9.4 EXCEPTIONS. The obligations of this Section 9 shall not apply to any
Confidential Information which:
(a) is or becomes publicly known through no wrongful act, fault or
negligence of the receiving party;
(b) was known by the receiving party prior to disclosure and the
receiving party was not under a duty of nondisclosure;
(c) was disclosed to the receiving party by a third party who was
free of obligations of confidentiality to the party providing the
information;
(d) is approved for release by written authorization of the
disclosing party; and
(e) is furnished to a third party by the disclosing party owning the
Confidential Information without a similar restriction on the
third party's rights.
Notwithstanding anything to the contrary contained herein, either
party may disclose Confidential Information of the other: (1) pursuant
to a requirement or official request of a governmental agency, a court
or administrative subpoena or order, or any applicable legislative or
regulatory requirement; (2) in defense of any claim or cause of action
asserted against such party or any of its Affiliates, officers,
directors, employees or agents; (3) as otherwise permitted by the GLB
Act; (4) as required by law or national stock exchange rule; or (5) as
otherwise permitted under this Agreement.
9.5 CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS
(a) The parties acknowledge that this Agreement contains confidential
information that may be considered proprietary by one or both of
the parties, and agree to limit distribution of this Agreement to
those individuals with a need to know the contents of this
Agreement. In no event may this Agreement be reproduced or copies
shown to any third parties (exclusive of contractors,
subcontractors and agents who have a need for it) without the
prior written consent of the other party, except as may be
necessary by reason of legal, accounting, tax or regulatory
requirements, in which event Customer and Aurum shall exercise
reasonable diligence in limiting such disclosure to the minimum
necessary under the particular circumstances. Furthermore, the
parties will seek commercial confidential status for this
Agreement with any regulatory commission with which this
Agreement must be filed, to the extent such a designation can be
secured.
(b) In addition, to the extent allowed by law, each party shall give
notice to the other parties of any demands to disclose or provide
Confidential Information received from the other or any
Page 10 of 18
third party under lawful process prior to disclosing or
furnishing Confidential Information, and shall cooperate in
seeking reasonable protective arrangements requested by the other
party.
9.6 SECURITY MEASURES. *
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10. AUDIT RECORDS
10.1 CUSTOMER'S AUDIT RECORDS. Customer shall be responsible for
maintaining all necessary audit records required by law or any
regulatory authority having jurisdiction over Customer.
10.2 THIRD PARTY AUDIT RECORDS. Aurum shall provide to Customer at least
annually a copy of an applicable audit report, which shall at least
include a SAS70 Type II or AUP review.
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(b) Aurum will provide Customer and/or its applicable auditors with
reasonable access to those Aurum facility's at which Aurum is
providing the Services, Aurum personnel, Customer's existing data
and work product and existing documentation reasonably related to
such data and work product. Such access will be for the purpose
of performing audits of Customer's business, to verify the
integrity of data owned by Customer and/or to examine the systems
that support and process that data, and to the extent applicable
to the Services received by Customer, Aurum's software
development practices and procedures, application and operating
systems, general controls and security practices and procedures
(including the Security Program) , disaster recovery and back-up
procedures, and/or any other audit information necessary to
enable Customer to satisfy applicable regulatory requirements.
(c) Any audit or inspection requested by Customer and/or its
designated representatives will be conducted without undue
disruption to Aurum's business or operations. After the
commencement of any Customer audit, Aurum will reserve the right
without notice to cancel the Customer audit if the Customer
and/or its designated representatives breach Aurum's
▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act security, disaster recovery and/or privacy
standards or intellectual property rights. Furthermore, Customer
and/or its designated representatives will adhere to Aurum's
disaster recovery standards and all other Aurum facilities
standards, including, but not limited to smoking policies,
firearms policies and/or alcohol policies.
(d) ACCESS FOR REGULATORY EXAMINATIONS. Aurum shall cooperate and
provide reasonable access to, and upon thirty (30) days advance
written notice, submit to examination, supervision, and
information requests by Customer's regulators, to the extent such
requests are within Customer's regulators' legal and regulatory
authority to examine service providers of Customer.
11. REGULATORY COMPLIANCE
During the Initial Term and any Renewal Term, Aurum shall maintain the
Software and Services so that they will be in compliance with the
applicable * federal banking data processing output requirements
specified by the federal authorities applicable to Customer. *
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responsible for compliance with all applicable laws and governmental
regulations related to themselves and their respective obligations under
this Agreement.
12. DISASTER RECOVERY
In accordance with FFIEC business continuity regulations, Aurum has put in
place a disaster recovery plan designed to minimize the risks associated
with a disaster affecting Aurum's ability to provide the Services under
this Agreement. * Aurum does not
warrant that Services will be uninterrupted or error free in the event of a
disaster; however, Aurum does warrant that it will promptly deploy the
applicable elements of its disaster recovery plan in the event of a
disaster or similar occurrence. Aurum shall maintain adequate backup
procedures including storage of duplicate record files as necessary to
reproduce Customer's records and data, as may be applicable. In the event
of a service disruption due to reasons beyond Aurum's control, Aurum shall
use commercially reasonable efforts to mitigate the effects of such an
occurrence. Customer is responsible for adopting a disaster recovery plan
relating to disasters affecting Customer's facilities and for securing
business interruption insurance or other insurance necessary for Customer's
protection. *
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Customer agrees that Aurum may, in its sole discretion, subcontract all or
any part of its obligations hereunder to one or more subcontractors;
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15. FINANCIAL STATEMENTS
As of the Effective Date, Aurum is an indirect wholly-owned subsidiary of a
publicly traded company, Fidelity National Information Services, Inc.
("FIS"). As a publicly traded company, FIS discloses its financial
information pursuant to United States securities laws and regulations.
Aurum shall make available to Customer its financial statements prepared in
the ordinary course of its business. In addition, Aurum shall notify
Customer immediately in the event there is a material adverse change in its
business or financial condition since the last submission of financial
statements to Customer.
16. DISPUTE RESOLUTION
16.1 DISPUTE RESOLUTION PROCEDURES. In the event a dispute arises between
Aurum and Customer arising out of or relating to the terms,
conditions, performance, or any subject matter governed by this
Agreement, such dispute shall be settled as set forth in this Section.
Each party will promptly seek resolution of any dispute pursuant to
this Section 16 as soon as the nature of such dispute is identified.
In the event that a party initiates the dispute resolution procedures
in accordance with this Section, then during such procedure any time
periods providing for termination of the Agreement or curing any
material breach under Section 2 shall be automatically suspended. Upon
resolution of the dispute, the party required to make payment to the
other shall also pay interest on that amount at a rate of one percent
(1%) per month for each month the dispute has been pending.
16.2 CLAIMS PROCEDURES. If any party shall have any dispute arising out of
or relating to the terms and conditions of this Agreement, or any
subject matter referred to in or governed by this Agreement, that
party (through the Aurum Account Manager or the Customer Account
Manager, as the case may be) shall provide written notification to the
other party (through the Aurum Account Manager or the Customer Account
Manager, as the case may be) in the form of a claim identifying the
issue or amount disputed, if applicable, and including a detailed
reason for the claim. The party against whom the claim is made shall
respond in writing to the claim within twenty (20) days from the date
of receipt of the claim document. The party filing the claim shall
have an additional twenty (20) days after the receipt of the response
to either accept the resolution offered by the other party or request
implementation of the Escalation Procedures. Failure to meet the time
limitations set forth in this Section shall automatically result in
the implementation of the Escalation Procedures.
16.3 ESCALATION PROCEDURES
(a) Each of the parties will negotiate, in good faith, any claim or
dispute that has not been satisfactorily resolved following the
claim resolution procedures described in Section 16.2. To this
end, each party will escalate any and all unresolved disputes or
claims in accordance with Section 16.3(b) before taking further
action.
(b) If the negotiations conducted pursuant to Section 16.2 do not
lead to resolution of the underlying dispute or claim to the
satisfaction of the parties, then either party may notify the
other in writing that it desires to escalate the dispute or claim
to the individual executives on the other party's staffs who are
responsible for operations for resolution ("Executives"). Upon
receipt by the other party of such written notice, the dispute or
claim shall be so escalated and the Executives shall negotiate in
good faith and each use their reasonable efforts to resolve such
dispute or claim. The location, format, frequency, duration and
conclusion of these escalated discussions shall be left to the
discretion of the Executives involved. Upon agreement, the
Executives may utilize other alternative dispute resolution
procedures to assist in the negotiations. Discussions and
correspondence among the Executives for purposes of these
negotiations shall be treated as confidential information
developed for purposes of settlement, exempt from discovery and
production, and shall not be admissible in subsequent proceedings
between the parties. Documents identified in or provided with
such communications, which are not prepared for purposes of the
negotiations, are not so exempted and may, if otherwise
admissible, be admitted in evidence in such subsequent
proceeding.
Page 14 of 18
16.4 ARBITRATION PROCEDURES. In the event that a claim, controversy or
dispute between the parties arising out of or relating to the terms
and conditions of this Agreement, or any subject matter governed by
this Agreement, which is subject to arbitration hereunder has not been
resolved by use of the claims procedures described in Section 16.2 or
the Escalation Procedures described in Section 16.3, either party may,
within thirty (30) days after the Executives have met to address such
claims, controversy or dispute, request binding arbitration of the
issue in accordance with the following procedures:
(a) Either party may request arbitration by giving the other party
written notice to such effect, which notice shall describe, in
reasonable detail, the nature of the dispute, controversy or
claim. The Commercial Arbitration Rules and Mediation Procedures
(Including Procedures for Large, Complex, Commercial Disputes) of
the American Arbitration Association, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("AAA") will govern any such
arbitration.
(b) Upon either party's request for arbitration, an arbitrator shall
be selected by mutual agreement of the parties to hear the
dispute in accordance with AAA rules. If the parties are unable
to agree upon an arbitrator, then either party may request that
the AAA select an arbitrator and such arbitrator shall hear the
dispute in accordance with AAA rules. The arbitration shall be
held in *, or in another mutually agreeable
location.
(c) Each of the parties shall bear its own fees, costs and expenses
of the arbitration and its own legal expenses, attorneys' fees
and costs of all experts and witnesses; notwithstanding same, the
prevailing party at arbitration may request that its reasonable
fees and costs be paid by the non-prevailing party. Unless the
award provides otherwise, the parties will share equally the fees
and expenses of the arbitration procedures, including the fees of
the arbitrator(s).
(d) Any award rendered pursuant to such arbitration shall be final,
conclusive and binding upon the parties, and any judgment thereon
may be entered and enforced in any court of competent
jurisdiction.
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17. GENERAL
17.1 INDEPENDENT CONTRACTOR. It is agreed that Aurum is an independent
contractor and that:
(a) CUSTOMER SUPERVISORY POWERS. Customer has no power to supervise,
give direction or otherwise regulate Aurum's operations or its
employees, provided, however that any Aurum employee or
subcontractor on Customer's premises or having access to
Customer's systems shall comply, at Customer's direction, with
Customer's security and other policies.
(b) EMPLOYEES. Each party shall be solely responsible for payment of
compensation to its respective personnel and for any injury to
them in the course of their employment. Each party shall
Page 15 of 18
assume full responsibility for payment of all federal, state,
local and foreign taxes or contributions imposed or required
under unemployment insurance, social security and income tax laws
with respect to such persons.
(c) RELATIONSHIP. The parties acknowledge that each party is engaged
in a business which is independent from that of the other party
and each party shall perform its obligations as an independent
contractor. Neither party is an agent of the other party and has
no authority to represent the other party as to any matters,
except as authorized herein.
17.2 NOTICES. All notices required by this Agreement shall be in writing;
shall be sent by certified mail, return receipt requested or
personally delivered to the other party at the address set forth
below, or such other address as subsequently shall be given by either
party to the other in writing; and shall be deemed effective upon
personal delivery to the other party or three (3) days after mailing
if mailed with sufficient postage and properly addressed.
If to Aurum: Aurum Technology Inc. D/B/A
Fidelity Integrated Financial Solutions
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Attn.: President, Int egrated Financial Solutions
With a copy to: Aurum Technology Inc. D/B/A
Fidelity Integrated Financial Solutions
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Attn.: General Counsel
If to Customer: Bridge Bank, N.A.
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Attn.: President
17.3 HEADINGS AND CONSTRUCTION. The text headings used in this Agreement
are for convenience only and shall not be used in construing the
meaning, intent, or interpretation of the provisions hereof.
17.4 SURVIVAL. Termination or expiration of this Agreement will not affect
the rights or obligations of the parties that arose prior to, or that
are expressly intended by their terms to continue beyond, any such
termination or expiration, and such rights or obligations, and the
dispute resolution procedures set forth in this Agreement will survive
any such termination or expiration.
17.5 ENTIRE AGREEMENT AND AMENDMENTS. This Agreement contains the entire
agreement of the parties hereto and supersedes all prior oral and
written agreements, statements and understandings between the parties
concerning the subject matter hereof. No other agreement, statement or
promise made by any party hereto or by any employee, officer, or agent
of any party hereto that is not in writing and signed by the parties
is binding. This Agreement may not be amended in any fashion except by
written instrument, executed by the parties hereto, specifically
providing for the amendment of this Agreement.
17.6 SEVERABILITY. In the event that any one or more of the provisions
contained in the Agreement shall for any reason be held to be invalid
or unenforceable in any respect under law, such invalidity or
unenforceability shall not affect any other provision of this
Agreement, but this Agreement shall be construed as if such
provision(s) had never been contained herein, provided that the
removal of such provision(s) does not materially alter the burdens or
benefits of either of the parties under this agreement.
Page 16 of 18
17.7 THIRD PARTY BENEFICIARIES. The provisions of this Agreement are for
the benefit of the parties and not for any other person. Should any
third party institute proceedings against a party to this Agreement,
this Agreement shall not provide any such person with any remedy,
claim, liability, reimbursement, cause of action, or other right.
Customer agrees that the Services are for the benefit of Customer only
unless otherwise agreed in writing. Customer agrees not to resell or
re-market the Services to any third party.
17.8 EXECUTED IN COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be considered an original, but such
counterparts shall together constitute but one and the same document.
17.9 REMEDIES CUMULATIVE. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other
remedies set forth in this Agreement, are cumulative and are not
intended to be exclusive of other remedies to which the injured party
may be entitled by law or equity in the case of any breach or
threatened breach by the other party of any provision of this
Agreement. Use of one or more remedies shall not bar the use of any
other remedy for the purpose of enforcing any provision of this
Agreement.
17.10 PUBLICITY; SERVICE MARKS, TRADEMARKS, NAMES AND LOGOS. The parties
shall consult with each other in preparing any Press Release that
mentions or implies a relationship or names the other party in any
way. Neither party shall issue or cause the publication of any such
Press Release without the prior written consent of the other party,
except that nothing herein will prohibit either party from issuing or
causing publication of any such Press Release to the extent that such
action is required by applicable law or the rules of any national
stock exchange applicable to such party or its Affiliates, in which
case the party wishing to make such disclosure will, if practicable
under the circumstances, notify the other party of the proposed time
of issuance of such Press Release and consult with and allow the other
party reasonable time to comment on such Press Release in advance of
its issuance. Neither party may use a service ▇▇▇▇, the name or logo
of the other party or its Affiliates for promotion or any other
purpose without such other party's prior written consent. Any request
for such consent shall be in writing and shall include samples of, or
designs for, the party's proposed use, which will conform to the
graphic standards adopted from time-to-time by the other party or its
Affiliates. Such use shall be in full compliance with such other terms
and conditions specified by the other party.
17.11 ASSIGNMENT. Neither this Agreement nor any rights, duties or
obligations of either party may be assigned or delegated in whole or
in part by either party, whether by operation of law or otherwise,
without the prior written consent of the other party, which consent
shall not be unreasonably withheld. Notwithstanding the foregoing,
either party may assign this Agreement, without the prior written
consent of the other party, but with prior notice to the other party,
to an Affiliate, or to a successor entity, including as a result of a
merger, reorganization, sale of corporate assets, or other corporate
changes. Except where otherwise expressly agreed upon in writing by
the parties, no such assignment or delegation shall release either
party from any of its obligations pursuant to this Agreement. Neither
the terms of this Agreement nor any performance hereunder shall be
construed to create any rights in any person other than the parties to
this Agreement.
17.12 GOVERNING LAW AND VENUE. The laws of the State of California govern
this Agreement. Any action brought as a result, directly or
indirectly, of this Agreement in accordance with Section 16.4 (e)
shall be brought in a court of competent jurisdiction.
17.13 ORDER OF PRECEDENCE. The terms and conditions set forth in this
Agreement shall apply to all Schedules, Attachments, Exhibits,
Professional Services Agreements (PSAs) and Statements of Work (SOWs)
attached hereto. To the extent any of the provisions are found to be
in conflict with other provisions in the Agreement, the order of
precedence of the Agreement documents is as follows: the provisions of
the Attachments shall take precedence respectively, followed by the
Exhibits respectively, followed by each Schedule, then the Agreement's
General Terms and Conditions, and then any applicable PSA or SOW
respectively.
Page 17 of 18
17.14 NON-SOLICITATION OF EMPLOYEES. Neither Customer nor Aurum will
solicit the services of or hire any employee of the other party during
the Initial or any Renewal Term of this Agreement without first
obtaining the written consent of the other party. Notwithstanding the
foregoing, Customer and Aurum understand and agree that the following
shall not constitute solicitation under this Section 17.14: (i)
employment solicitations directed to the general public at large,
including without limitation newspaper, radio, internet and television
advertisements, and (ii) an employment solicitation directed by a
party to an employee of the other party, and any related
communications, that occurs after a communication regarding employment
that was initiated by the employee.
17.15 DISCONTINUATION OF AN AURUM SERVICE. If Aurum makes the determination
to discontinue providing a Service to Customer, Aurum and Customer
will mutually agree on the conversion of the existing data, provided,
however, that Customer does not waive any of its rights or remedies
with respect to Aurum's termination of the Service.
Page 18 of 18
AURUM TECHNOLOGY INC.
CORE DATA PROCESSING SERVICES SCHEDULE
INITIAL TERM
Five (5) years
RENEWAL TERM
Five (5) years
COMMENCEMENT DATE
The Commencement Date shall be the Effective Date as defined in the Signature
Page for this Agreement.
This Schedule together with any attachments and/or exhibits hereto, the General
Terms and Conditions to be signed concurrently ("General Terms"), and any
written modifications thereto signed and agreed to by AURUM TECHNOLOGY INC. of
Maitland, Florida ("Aurum"), an indirect wholly-owned subsidiary of a publicly
traded company, Fidelity National Information Services, Inc., and BRIDGE BANK,
N.A. of San Jose, California ("Customer") from time to time hereafter shall be
referred to as the "Core Data Processing Agreement" or "Agreement". Except where
specifically noted to the contrary, all times stated herein are based upon
Customer's location as stated in this Agreement.
This Schedule supersedes and replaces any and all prior agreements between the
parties and/or their affiliates, subsidiaries, predecessors, successors, or
assigns for the same or similar services as those described in this Schedule,
including but not limited to, that certain Agreement for Information Technology
Services between Aurum and Bridge Bank of Silicon Valley N/K/A Bridge Bank, N.A.
dated March 20, 2001.
1. DEFINITIONS. In addition to any other defined terms contained in the
Agreement, the following terms will have the following meanings with regard
to this Schedule:
1.1 "Account Record(s)" shall mean an end-customer account (including,
without limitation, any open or closed DDA/checking account, savings
account, certificate of deposit account, general ledger or loan
account) that is maintained on the Aurum System during the applicable
month.
1.2 "Business Day" shall mean each Monday through Friday that is not a
holiday of Customer or a Federal Reserve Bank holiday where the
Customer or Data Center is located.
1.3 "Data Center" shall mean the space at one or more locations where
Aurum performs the Services, excluding Customer locations.
1.4 "Services" shall mean the core processing services and additional
services set forth in this Schedule.
2. TERM. Unless otherwise terminated as provided for in the General Terms or
as may be set forth herein, the term of this Agreement shall commence on
the Commencement Date and shall expire at the end of the Initial Term set
forth above. Thereafter, this Agreement will automatically renew for
successive periods of the Renewal Term set forth above unless either party
gives the other party written notice at least one hundred eighty (180) days
prior to the expiration date of the Term then in effect that the Agreement
will not be renewed beyond such Term. The Initial Term and the Renewal
Terms are herein collectively referred to as "Term".
Page 1 of 7
3. FEES. Customer agrees to pay the fees and charges for Services as outlined
ATTACHMENT 1 DATED SEPTEMBER 28, 2006 ("Attachment 1") beginning on the
Commencement Date and in accordance with the payment terms set forth in the
General Terms. In addition, Customer is responsible for all third party
fees, including but not limited to postage, processing supplies and courier
expenses.
4. AURUM RESPONSIBILITIES. Aurum will:
4.1 Process Customer's data, in a secure manner consistent with the
requirements of Section 9.6 of the General Terms, at the Data Center
using Aurum's Premier Core Data Processing System and ancillary
applications as deemed reasonably necessary by Aurum ("System" or
collectively "Systems"). A summary description of the data processing
tasks and procedures to be performed by Aurum is set forth in Exhibit
1 hereto;
4.2 Maintain on-line mainframe host availability for use by Customer from
7:00 AM until 7:00 PM PST (Pacific Standard Time) each Monday through
Friday that is a Business Day. The System will be updated each
Business Day. The System will also be available for on-line use from
7:00 AM until 2:00 PM PST each Saturday that is not a holiday. The
System will not be updated on non-business days, nor will on-line
Services be available on Saturday or Sunday (non-Business Days), or on
Federal Reserve Holidays, except those mutually agreed to in advance.
4.3 Establish, modify or substitute from time to time any equipment,
processing priorities, programs or procedures used in providing the
Services that it reasonably deems necessary;
4.4 Provide customer care support services via telephone to Customer from
5:00 AM to 5:30 PM PST each Business Day. Aurum shall provide Customer
with an escalation contact list for after-hours calls and may provide
after-hours critical care call support outside of these hours for
additional charges;
4.5 Provide technical specifications for installation of the necessary
data circuits; subject to Customer's payment of all fees and charges
related to the initial installation and ongoing expenses for such data
circuits, including any additional drops or changes to the drop
locations in the future; and
4.6 Provide reports to Customer in accordance with the following
timeframes:
4.6.1 All daily, weekly and monthly application reports, including the
daily General Ledger Report Command files and daily/weekly
downloads from Selected Management Account Reporting Tool
("SMART") will be *
*
4.6.2 Critical month end report downloads from SMART will be available
on the second Business Day following the end of the month. *
*
*
*
4.6.3 Critical quarter end report downloads from SMART will be
available on the second Business Day following applicable quarter
end. *
*
*
4.6.4 Annual on-line report downloads will be provided to Customer as
part of the Aurum end of year package.
Page 2 of 7
5. CUSTOMER RESPONSIBILITIES. Customer will:
5.1 With respect to its conversion to the Services, if applicable, balance
all general ledger and control accounts prior to and following
conversion; perform maintenance on the general ledger; set-up of new,
and maintenance of existing products;, design and create SMART
reports; implement new bank policies and procedures where required;
provide Aurum with a list of 24-hour contacts; ensure that Customer
personnel are allocated the time required for training on the
Services; communicate to Aurum changes that impact the Data Center;
and ensure the accuracy and balancing of all transactions entered
on-line;
5.2 Ensure that all items, magnetic tapes, and other documents or media,
which Aurum may reasonably require to perform Services, are in a
format acceptable to Aurum and contain the data and information
required by Aurum, including without limitation, the types of accounts
offered by Customer to its customers and Customer's internal general
ledger accounts;
5.3 Cooperate with Aurum in the performance of Services and provide to
Aurum such data and information, management decisions, regulatory
interpretations and policy guidelines as Aurum reasonably requires;
5.4 Comply with all operating instructions pertaining to the Services that
are issued by Aurum from time to time;
5.5 Implement procedures and safeguards necessary to protect the security
and accuracy of the data and other input Customer provides to Aurum as
part of the Services;
5.6 Verify and audit all reports and output provided to Customer by Aurum.
Customer will balance reports to verify information and will inspect
and review all reports and other output (whether printed, microfiche
or electronically transmitted) created from data provided by Customer
to Aurum. *
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
5.7 Obtain all Customer workstations, data communications equipment,
servers, print facilities and other equipment necessary for Customer's
use of the Services. To the extent any such equipment requires
material changes, Aurum reserves the right to charge Customer for any
validation testing Aurum deems reasonably necessary to verify the
Customer's existing equipment, or equipment acquired from third
parties, is compatible with the Services. Customer will maintain all
equipment owned or leased by Customer in good working order in
accordance with manufacturer's specifications, and in accordance with
the standards and specifications required by Aurum such that Aurum can
provide the Services herein, including providing adequate space for
the installation of the circuit drop(s) necessary to connect
Customer's terminals with the circuit lines that communicate with the
Systems. Modems provided by Customer must be approved by Aurum to
ensure compatibility with the Services; and
Page 3 of 7
5.8 With respect to Customer-owned and leased equipment, be responsible
for the implementation of all patches, upgrades, enhancements, and any
other safeguards necessary to protect the security and accuracy of the
data and other input Customer provides to Aurum as part of the
Services herein.
6. ADDITIONAL SERVICES. Customer shall have the option of adding additional
services at Aurum's then-current standard rates. Any such additional
services shall be set forth on the various Schedules, addenda and/or
Attachment 1(s) executed concurrently with or after this Schedule and shall
be made a part hereof.
SEE ADDENDUM TO CORE DATA PROCESSING SERVICES SCHEDULE DATED SEPTEMBER 13, 2006.
7. HOURLY RATES. In the event that Customer requires or desires professional
services, including but not limited to project management, consulting for
professional or technical support, systems programming and/or analysis, and
training, Customer shall contract with Aurum for the desired professional
services at Aurum's then-current standard hourly rates for such services on
a time and materials basis. If Aurum and Customer determine that Aurum's
assistance is required at Customer's location to resolve problems not
resulting from Aurum's failure to perform, or Aurum spends time researching
an issue at Customer's request that ultimately is determined to have been
caused by Customer, Customer will pay Aurum in accordance with this
Agreement, as well as all travel, lodging, and out-of-pocket expenses
incurred by Aurum in connection with those Services.
8. PERFORMANCE STANDARDS. Commencing on the first day of the calendar month
immediately following the Commencement Date, Aurum shall perform Services
in a manner that meets or exceeds the performance standards set forth
below.
8.1 On-line Mainframe Host Availability. As for the timeframes set forth
in Section 4.2, exclusive of preventative maintenance, *
*
*
*
Scheduled preventive maintenance will be at times designed to minimize
or avoid disruption of Customer's operations and Customer will be
notified of such schedule in advance. The percentages used hereunder
shall be calculated by dividing the number of hours that such on-line
up-time was achieved by the number of hours scheduled to be available.
8.2 Standard Reports Distribution. *
*
*
*
*
*
*
*
*
8.3 Critical Third Party Pull-files. *
*
*
*
8.4 Critical SMART Reports. *
*
*
*
*
*
*
Page 4 of 7
8.5 PRIME Extracts. *
*
*
*
*
8.6 Premier Navigator. *
*
*
*
*
*
*
*
*
*
*
8.7 Aurum shall post the daily ACH by 8:30 AM PST. *
*
8.8 Exclusions from Performance Threshold Measure. Measurement of Aurum's
actual performance under any performance standard will exclude a
commercially reasonable amount of pre-scheduled downtime, scheduled at
times designed to minimize or avoid disruptions of Customer's
operations. Pre-scheduled downtime includes, but is not limited to,
regular preventive maintenance, servicing of hardware, hardware
upgrades and software upgrades. Measurement of Aurum's actual
performance under any performance standard will also exclude: (a) any
matter beyond Aurum's reasonable control, *
*
* (b) Customer's
or its third-party providers' failure to materially perform its
obligations under this Agreement; (c) special production jobs, testing
procedures or other services which are given priority at the request
of Customer; (d) failure of the data communications carrier lines
between Customer and Aurum, *
* (e) on-line unavailability
because of problems or failures with Customer's local or wide area
network; (f) unavailability of Customer's systems; g) system, software
or network unavailability due to maintenance, installation, upgrade or
replacement of equipment or software performed by Aurum or by a third
party to the extent such unavailability occurred during a scheduled
maintenance window, as described herein, or other times as agreed upon
in advance by Customer; h) temporary exclusions for performance
standards requested by Aurum and approved by Customer to implement a
major change in applications, environments, conversions or software;
i) problems resulting from actions or inactions of Customer contrary
to Aurum's reasonable recommendations during the time period where
Customer's actions or inactions may have an adverse effect on Aurum's
ability to meet a performance standard(for example, if Aurum
recommends and Customer declines to upgrade Customer-provided
equipment to accommodate increased Customer network traffic, etc.);
and j) any non-routine transactions or services (including but not
limited to acquisitions and conversions) requested by Customer and
excluded by mutual written agreement of Aurum and Customer.
8.9 Failure to Meet Performance Standards. *
*
*
*
*
*
*
*
*
Page 5 of 7
*
*
*
9. PERFORMANCE PENALTIES AND INCENTIVES.
(a) In addition to the remedies set forth in Section 8.9 above, *
*
*
*
*
(b) *
*
*
*
*
*
*
*
*
(c) *
*
*
*
*
Page 6 of 7
AURUM TECHNOLOGY INC.
CORE DATA PROCESSING SERVICES SCHEDULE
EXHIBIT 1
Beginning on the Commencement Date, Aurum will operate the below modules at the
Data Center, and accept data and other input from Customer. Aurum will make
daily, monthly, and other reports and output, including specially requested
reports, available to Customer at the Data Center for delivery or transmit them
to Customer, subject to Customer's timely delivery or transmission of data and
other input to the Data Center for processing. Aurum will provide the Services
in accordance with Exhibit 1 provided to Customer by Aurum upon commencement of
the Services, which may be updated by Aurum from time to time. Aurum will not be
responsible for the loss of any input or output during transit.
Effective on the Commencement Date, Aurum shall provide the following modules
for Customer in a service bureau environment:
(a) Base System
Product Product
Product Name Vendor Code
Central Information File ITI CIS
Demand Deposit Accounting System ITI DDA
Savings Accounting System ITI SAV
Certificate of Deposit Accounting System ITI COD
Loan Accounting System ITI LAS
General Ledger Accounting System ITI FMS
Item Entry System ITI IES
Accounts Payable System ITI APS
Asset Liability Management Module ITI ALM
ATM File Transfer Module ITI AFT
Automated Credit Reporting System ITI CRM
Bond Accounting System ITI BAS
Bulk Filing Module ITI BFM
Check Reconciliation System ITI CRS
Data Communications File Transfer Module ITI DFT
Express Exception Item System ITI EIM
Fixed Assets System ITI FAS
Paperless Item Module (ACH) ITI PIM
Retirement Account Reporting System ITI RRM
Security Control Module ITI SCM
Premier Navigator ITI NAV
Delinquent Child Support - All ITI DCS
Transaction Management System ITI TMS
Page 7 of 7
ADDENDUM TO
AURUM TECHNOLOGY INC.
INFORMATION TECHNOLOGY SERVICES AGREEMENT
CORE DATA PROCESSING SERVICES SCHEDULE
The following provisions of this Addendum are incorporated into the Core Data
Processing Services Schedule ("Agreement") and expressly supersede such terms
and conditions to the extent they are inconsistent with them.
1. All references herein to Pricing Attachment shall mean that certain
ATTACHMENT 1 DATED SEPTEMBER 28, 2006 ("Attachment 1").
2. Section 6 (Additional Services) is hereby amended to reflect Customer's
election to purchase the Services described below, which shall also be
added to the modules listed in Exhibit 1 of the Agreement. Aurum will
provide such Additional Services in accordance with this Addendum and the
Agreement and such services will be deemed Additional Services under the
Agreement for all purposes. In addition to the terms set forth herein or in
the Agreement for these Additional Services, the parties expressly agree
that the provisions of Sections 8.8., 8.9 and Section 9 of the Agreement
will also apply to the performance standards in this Addendum.
1. QUP CONNECT3
1.1 ADDITIONAL SERVICES. Aurum will provide to Customer, as Additional
Services, QUp Connect3 Interface for Internet Banking ("QUp Connect3")
to include (i) real time access to accountholder information; (ii)
creating an extract file after each production update; and (iii)
transferring the extracted information to the QUp Internet server via
the QUp provided circuit. The Additional Services shall be processed
in the on-line mainframe and daily update job streams.
1.2 PAYMENTS TO AURUM. In consideration for the provision by Aurum of the
Additional Services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto. Charges for such
services will be due and payable in accordance with the terms of this
Addendum and the Agreement as follows: (i) one time installation or
setup charges will be invoiced in conjunction with the signing of the
Agreement; and (ii) monthly charges will commence upon completion of
the installation, but not later than 120 days from commencement of the
installation project. The monthly service fee for the QUp Connect3
Service is based on the number of Account Records maintained on the
System during each month. Monthly service fees will not be prorated
for a partial month. Such monthly fees are subject to adjustment
annually pursuant to the terms of the Agreement.
1.3 CUSTOMER RESPONSIBILITIES. Customer will be responsible for: (i)
establishing a relationship with QUp for Internet banking services;
(ii) assisting with all security and product specifications necessary
for the implementation, testing and certification of the QUp Connect3
service; (iii) execution, review and acceptance of test information;
(iv) all Customer's customer: (a) setup and maintenance; (b)
instructions and training; (c), communications and marketing
materials; (d) support and problem resolution, relating to its
Internet banking service; and (v) ensuring agreements with Internet
banking service providers follow statutory guidelines regarding
safeguarding Customer's customer information.
1.4 PERFORMANCE STANDARDS. *
*
*
*
*
*
Page 1 of 9
*
*
2. COINS
2.1 ADDITIONAL SERVICES - COINS. Aurum will provide to Customer, as
Additional Services, the Aurum Service Bureau Computer Output
Information Server (COINS), including: (i) delivery of the Customer's
reports and forms from the host programs (Customer Information) to
COINS; (ii) installation of, or assistance with installation of,
appropriate Client Access software (Client Access software means the
COINS PC software application supplied by Aurum to be utilized by
Customer in connection with this Additional Service - see Section 2.2)
as agreed upon; (iii) initial training on access and use of COINS;
(iv) Customer User Access and security set up as agreed upon (User
Access will mean a single User and session for an individual
authorized by the bank to access archived information); (v) a copy of
the previous month's archived data on standard storage media; and (vi)
*
*
2.2 COINS Access Methods:
i) DESKTOP ACCESS CLIENT. WinCOINS is an easy to use Windows based
document viewer client interface that provides access to COINS
archive server data (stored documents). Using WinCOINS any user
can display, search, print, etc., stored documents in a COINS
archive system. Printing is automatically formatted and
controlled by the application with minimal end user intervention.
WinCOINS software and installation assistance supplied by Aurum.
ii) WEB ACCESS CLIENT. WebCOINS is an easy-to-use document viewer
that provides access to COINS archive server data (stored
documents) over the Intranet. By using a common web browser such
as Internet Explorer or Netscape Navigator, one can display,
search, print, etc., stored documents in a COINS archive system
with no proprietary plug-ins or database connections required by
the end user. WebCOINS link and routing assistance supplied by
Aurum.
iii) ESP+DESKTOP ACCESS CLIENT. ESP+desktop is a Windows-based
document viewer client interface that provides access to COINS
archive server data (stored documents). ESP+desktop allows
display, search, print, etc., to the COINS archive system and
simultaneous access to multiple document groups, such as reports,
statements and notices. ESP+software and installation assistance
supplied by Aurum.
2.3 CUSTOMER RESPONSIBILITIES. Customer will: (i) provide all
hardware/software necessary to meet minimum workstation requirements
for Client Access software; (ii) provide Aurum with initial and
ongoing COINS Customer User access set up information; (iii) assist
with the installation of COINS Client Access software; (iv) identify
employees of Customer to initially be trained on the use of the Client
Access software; (v) assist with validation testing during the
installation of COINS; and (vi) inspect and review all Customer
Information archived to COINS and will reject all incorrect Customer
Information (a) within 2 Business Days after archive of Customer
Information (b) within five (5) Business Days after archive of annual,
quarterly or monthly archive of Customer Information and (c) within
three (3) Business Days after archive of all other reports or forms.
Without Aurum prior written consent, Customer will not: (i) sell,
assign, lease, transfer, or disclose to any third party the Client
Access software; (ii) use the Client Access software for the
commercial benefit of any third party; (iii) copy or reproduce the
Client Access
Page 2 of 9
software other than for backup purposes as provided herein; or (iv)
reverse assemble, reverse compile, or otherwise recreate the Client
Access software and will limit use of software to the actual number of
Users created by Aurum. Customer may transfer its use of the Client
Access software to a backup or replacement system on a temporary or
permanent basis provided Customer gives prior written notice to Aurum
and Aurum provides written approval of same, and discontinues use of
the Client Access software on the applicable Client Access software
equipment.
2.4 PAYMENTS TO AURUM. In consideration for Aurum's provision of the
additional services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto. Charges for such
services will be due and payable in accordance with the terms of the
Agreement and of this Addendum as follows: (i) installation or set-up
charges are due from Customer upon Customer's execution of the
Agreement; (ii) monthly charges will commence the month following
completion of the installation and initial extract, but no later than
120 days from commencement of the installation project. Such monthly
fees are subject to adjustment annually pursuant to the terms of the
Agreement.
2.5 PERFORMANCE STANDARDS. *
*
*
*
*
*
*
*
*
3. ▇▇▇▇▇▇▇ LASER PRO
3.1 ADDITIONAL SERVICES - ▇▇▇▇▇▇▇ LASER PRO. Aurum will provide to
Customer, as Additional Services, the Platform Transfer Module
Interface for ▇▇▇▇▇▇▇ LaserPro. The Additional Services will provide a
direct interface between the ▇▇▇▇▇▇▇ Laser Pro and Services as
described in the Agreement. The Additional Services shall be processed
in the on-line mainframe and daily update job streams.
3.2 PAYMENTS TO AURUM. In consideration for Aurum's provision of the
Additional Services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto. Charges for such
services will be due and payable in accordance with the terms of the
Agreement and of this Addendum as follows: (i) installation or set-up
charges are due from Customer upon Customer's execution of the
Agreement; (ii) monthly charges will commence the month following
completion of the installation and initial extract, but no later than
120 days from commencement of the installation project. Such monthly
fees are subject to adjustment annually pursuant to the terms of the
Agreement.
3.3 CUSTOMER RESPONSIBILITIES. Customer will (i) assist with the
development and entry of necessary ITI Platform Transfer module and
security specifications; (ii) assist with all testing and validation
of the Platform Transfer module interface during implementation; (iii)
review and print reports via Customer's COLD Report Storage system as
needed; and (iv) purchase, install, and test Platform software from
third party vendor including all necessary connectivity software.
3.4 PERFORMANCE STANDARDS. *
*
*
Page 3 of 9
4. OFFICE OF FOREIGN ASSETS CONTROL (OFAC)
4.1 ADDITIONAL SERVICES. As additional services, Aurum will install at the
Aurum Data Center the Information Technology, Inc., (ITI) Office of
Foreign Assets Control (OFAC) Reporting Module and all related extract
and comparison programs and reports. The Additional Services shall be
processed in the on-line mainframe and nightly processing job streams.
Aurum will: (i) compare Customer's Central Information System (CIS)
database to the OFAC Specially Designated Nationals (SDN) list as
directed by Customer and scheduled monthly ("Run Frequency"); (ii)
compare company and individual names included in the Customer's ACH
header records and transaction records of the Paperless Item Module
(PIM) ACH endpoint files to the SDN List as part of Customer's nightly
update; and (iii) compare ▇▇▇▇ Payment Module (BPM) vendor names to
the SDN list as part of Customer's nightly update. The SDN list will
be maintained by Aurum and updates to the SDN list will be made
available for Customer inquiry by 8 am PST on the next Business Day
following the day such update is made available to Aurum.
4.2 PAYMENTS TO AURUM. In consideration for Aurum's provision of the
additional services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto. Charges for such
services will be due and payable in accordance with the terms of the
Agreement and of this Addendum as follows: (i) installation or set-up
charges are due from Customer upon Customer's execution of the
Agreement; (ii) monthly charges will commence the month following
completion of the installation and initial extract, but no later than
120 days from commencement of the installation project. Such monthly
fees are subject to adjustment annually pursuant to the terms of the
Agreement. The monthly service fee for Premier OFAC services is based
on the number of Account Records maintained on the System during each
month. Monthly service fees will not be prorated for a partial month.
4.3 CUSTOMER RESPONSIBILITIES. Customer will be responsible for (i)
reviewing ORM Reports and taking any required action; (ii) receiving
and formatting extract file (if requested); and (iii) performing
maintenance to CIS records in order to be excluded from future
reporting if deemed necessary.
4.4 PERFORMANCE STANDARDS. *
*
*
*
*
*
*
5. PRIME DATA WAREHOUSE AND AD HOC REPORTING MODULE
5.1 ADDITIONAL SERVICES. Aurum will provide to Customer, as additional
services, the Information Technology, Inc. (ITI) Prime Data Warehouse
and Ad Hoc Reporting Module ("Prime"), including: Prime Daily Extract
per Application Extracts (templates) as requested and scheduled
(Exhibit A). *
*
*
*
*
*
*
*
*
*
*
*
*
Page 4 of 9
*
*
5.2 PAYMENTS TO AURUM. In consideration for the provision by Aurum of the
additional services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto. Charges for such
services will be due and payable in accordance with the terms of the
Agreement and of this Addendum as follows: (i) installation or set-up
charges will be invoiced in conjunction with signing of the Agreement;
and (ii) monthly charges will commence upon completion of the
installation, but no later than 120 days from commencement of the
installation project. Customer may expand the additional services
provided hereunder, such as adding additional users or licenses, upon
request. Such expanded additional services shall be subject to the
availability of the additional services and pricing current as of the
date of such request. Such monthly fees are subject to adjustment
annually pursuant to the terms of the Agreement.
5.3 CUSTOMER RESPONSIBILITIES. Customer will (i) provide all
hardware/software necessary to meet ITI minimum requirements for Prime
workstations and for host connectivity; (ii) identify Customer
personnel to be trained for Prime who are thoroughly familiar with
Microsoft Windows features and the ITI applications; and (iii) license
Premier View point software.
5.4 PERFORMANCE STANDARDS. *
*
*
*
*
Page 5 of 9
PRIME DATA WAREHOUSE AND AD HOC REPORTING MODULE
EXHIBIT A
PRIME EXTRACT
STANDARD DAILY PRIME FILES
6 APPLICATIONS - 25 FILES
Central Information System
CIS Master File
CIS Addenda File
Flex Data
Demand Deposit Account
DDA Master File
DDA Transaction Overflow
DDA Loan Master File
DDA Addenda File
DDA ▇▇▇▇ Description File
DDA Analysis History File
Financial Management System
FMS Account Master File
FMS Transaction File
FMS Transaction Description File
Savings Accounting System
SAV Master File
SAV Transaction Overflow
SAV Addenda File
SAV ▇▇▇▇ Description File
Certificate of Deposit System
COD Master File
COD Transaction Overflow
COD Addenda File
COD ▇▇▇▇ Description File
Loan Accounting System
LAS Line Master File
LAS Note Master File
LAS Addenda File
LAS Note Transaction File
Student Loan Master File
Page 6 of 9
EXHIBIT A
PRIME EXTRACT
STANDARD WEEKLY PRIME FILES
10 APPLICATIONS - 37 FILES
Central Information System ▇▇▇▇ Payment Module
CIS Master File BPM Master File
CIS Addenda File BPM Transaction File
Flex Data BPM Checkfree Customer File
Demand Deposit Account
DDA Master File Accounts Payable System
DDA Transaction Overflow APS Invoice Master File
DDA Loan Master File APS Vendor File
DDA Addenda File APS Invoice Expense File
DDA ▇▇▇▇ Description File APS History File
DDA Analysis History File
Financial Management System Check Reconciliation System
FMS Account Master File CRS Client Master File
FMS Transaction File CRS Check Master File
FMS Transaction Description File
Savings Accounting System Retirement Reporting Module
SAV Master File RRM Customer File
SAV Transaction Overflow RRM Plan File
SAV Addenda File RRM Account File
SAV ▇▇▇▇ Description File
Certificate of Deposit System
COD Master File
COD Transaction Overflow
COD Addenda File
COD ▇▇▇▇ Description File
Loan Accounting System
LAS Line Master File
LAS Note Master File
LAS Addenda File
LAS Note Transaction File
Student Loan Master File
Page 7 of 9
EXHIBIT A
PRIME EXTRACT
MONTH END PRIME FILES
20 APPLICATIONS - 56 FILES
Central Information System On-Line Loan Collection
CIS Master File OLC Collector File
CIS Addenda File OLC Master File
Flex Data OLC Transaction Addenda File
OLC Description Addenda File
Demand Deposit Account
DDA Master File ▇▇▇▇ Payment Module
DDA Transaction Overflow BPM Master File
DDA Loan Master File BPM Transaction File
DDA Addenda File BPM Checkfree Customer File
DDA ▇▇▇▇ Description File
DDA Analysis History File Financial Management System
FMS Account Master File
Savings Accounting System FMS Transaction File
SAV Master File FMS Transaction Description File
SAV Transaction Overflow
SAV Addenda File Accounts Payable System
SAV ▇▇▇▇ Description File APS Invoice Master File
APS Vendor File
Certificate of Deposit System APS Invoice Expense File
COD Master File APS History File
COD Transaction Overflow
COD Addenda File Bond Accounting System
COD ▇▇▇▇ Description File BAS Account Master File
BAS Source File
Loan Accounting System BAS Transaction File
LAS Line Master File
LAS Note Master File Check Reconciliation System
LAS Addenda File CRS Client Master File
LAS Note Transaction File CRS Check Master File
Student Loan Master File
Connect3 Electronic Banking
Debit Card Module Connect3 Transaction History File
Debit Card Master File Connect3 Caller Record
Fixed Asset System
Safe Deposit Box System FAS Master File
SDB Master File
Stockholder Accounting System
Retirement Reporting Module SHS Master File
RRM Customer File SHS Certificate Overflow File
RRM Plan File SHS Plan Overflow File
RRM Account File
ATM Processing System Teller Terminal Processing System
ATM Customer Summary File TTM History File
ATM Transaction Summary File
Item Entry System
Stop Payments
Page 8 of 9
6. BANKSERV INTERFACE
6.1 ADDITIONAL SERVICES - BANKSERV INTERFACE. In connection with Aurum's
provision of the additional services to Customer Aurum will install at
the Aurum Data Center the Information Technology, Inc, (ITI) BankServ
Interface to Connect3 ("BankServ Interface") including all
host-related programs, reports and notices. The Additional Services
will provide a direct interface between the BankServ GFX wire
processing system and Services as described in the Agreement. The
Additional Services shall be processed in the on-line mainframe and
daily update job streams.
6.2 PAYMENTS TO AURUM. In consideration for the provision by Aurum of the
additional services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto. Charges for such
services will be due and payable in accordance with the terms of this
Addendum and the Agreement as follows: (i) one time installation or
set-up charges will be invoiced in conjunction with the signing of the
Agreement; and (ii) monthly charges will commence upon completion of
the installation, but not later than 120 days from commencement of the
installation project. Such monthly fees are subject to adjustment
annually pursuant to the terms of the Agreement.
6.3 CUSTOMER RESPONSIBILITIES. Customer will be responsible for: (i)
contracting with BankServ for the BankServ GFX system; (ii) all
hardware and software required to connect its BankServ system to the
Aurum host; (iii); review of all related reports and information; and
(iv) assisting with all security specifications necessary for the
implementation and testing of BankServ Interface.
6.4 PERFORMANCE STANDARDS. *
*
*
Page 9 of ▇
▇▇▇▇▇▇ ▇▇▇▇
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SEPTEMBER 28, 2006
ATTACHMENT 1
ONE-TIME FEES
LICENSE
IMPLEMENTATION FEES
AND PROFESSIONAL HARDWARE MONTHLY
DESCRIPTION SERVICES SOFTWARE FEES
CORE / OPTIONAL PROCESSING SERVICES
Account Processing $ - $ *
Standard Core Services $ * $ *
Financial & Accounting Services $ - $ *
Lending Automation Services $ - $ *
Document Management Services $ - $ - $ *
Business Intelligence Services $ - $ - $ *
________________ ________ _______
TOTAL CORE PROCESSING SERVICES $ * $ - $ *
________________ ________ _______
eBUSINESS SERVICES
Internet Banking $ - $ - $ *
________________ ________ _______
TOTAL EBUSINESS SOLUTIONS $ - $ - $ *
________________ ________ _______
________________ ________ _______
TOTAL ALL SERVICES $ * $ - $ *
________________ ________ _______
60 Month Term Assumed
PRICING VALID FOR 90 DAYS
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SEPTEMBER 28, 2006
CORE ACCOUNT PROCESSING
CORE APPLICATION VOLUME UNIT FEE MONTHLY FEE
DDA Account 5,859 $ * $ *
Savings Accounts 128 $ * $ *
Certificates of Deposit & Retirements 562 $ * $ *
Loan Accounts 1,465 $ * $ *
General Ledger Accounts - * *
Closed Accounts - $ * $ -
TOTAL CUSTOMER ACCOUNTS 8,014
CORE APPLICATION PROCESSING FEE $ *
# of Accounts * *
Next Two Price Tiers Will Be: $ * $ *
Page 2
CORE APPLICATION PROCESSING
SERVICES INCLUDED IN PER ACCOUNT AND RELATED OPTIONS
Implementation
and Professional Monthly
*Sel Description Unit Fee Volume Services Fees Additional Information
* * * *
* * *
* * *
* * * * *
*
* * * * * * *
* * * * * * *
* * * * * * *
* * * * * *
* * * * * *
* * * * *
* * * *
* * *
* * *
* * *
* * * *
* * *
* * * *
* * * *
* * * * * * *
* * * *
* * *
* Annual SAS 70 Report *
* *
* * * *
*
Other Misc. Transmissions *
Magnetic Tapes *
Premier Application Download *
Specification Changes *
Audit Conformation Setup *
Audit Confirmation Printing *
* * * *
* *
* * *
* * * *
* * *
*
1098/1099 Notice Printing *
Tax Notice Printing *
Checking Printing *
* *
* *
*
* * *
* * *
*
**At the then prevailing Fidelity IFS rates.
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SEPTEMBER 28, 2006
FINANCIAL & ACCOUNTING SERVICES
One-Time Fees
Implementation License Fees
Unit and Professional Hardware Monthly Additional
*Sel Description Fee Volume Services Software Fees Information
INCL Accounts Payable Included Included
* * * *
* * *
* * * * *
* * * * *
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SEPTEMBER 28, 2006
LENDING AUTOMATION SERVICES
One-Time Fees
Implementation License Fees
and Professional Hardware Monthly Additional
*Sel Description Services Software Fees Information
Y * * * * *
TOTAL LENDING AUTOMATION SERVICES FEES $ - $ -
Page 5
*
*
*
*
One-Time Fees
Implementation License Fees
Unit and Professional Hardware * *
*Sel Description Fee Volume Services Software * *
Y WINCOINS - COLD - SERVICE BUREAU $ - $ *
Y Deliver - Report File Transfer Software $ *
Y * * 8,014 $ *
Y * $ * * $ - $ * *
* * * * * * *
TOTAL DOCUMENT MANAGEMENT SERVICES FEES $ - * * * *
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SEPTEMBER 28, 2006
BUSINESS INTELLIGENCE SERVICES
Implementation License Fees
Unit and Professional Hardware Monthly Additional
*Sel Description Fee Volume Services Software Fees Information
*
Prime - Premier Data Warehouse *
Y (Shared Fidelity Server) $ - $ * *
*
* * * * * *
*
* * * * * *
* * * * * * * * * *
1st File Retention Template in *
each category @ no charge * * * * * * * *
* * * * * * * * *
*
*
* * * * * * * * * *
* * * * * * * *
*
*
*
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SEPTEMBER 28, 2006
eBUSINESS SERVICES
One-Time Fees
Implementation License Fees
Unit and Professional Hardware Monthly Additional
*Sel Description Fee Volume Services Software Fees Information
THIRD PARTY INTERNET BANKING WITH
ONLINE INTERFACE
Y S1 Q-UP $ - $ *
TOTAL EBUSINESS SERVICES $ - $ - $ *
*Automated Caller record changes are billable at $350 per pass for eCom and eCorp access to eStatements
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SEPTEMBER 28, 2006
RENEWAL COMPARISON SUMMARY
Current Proposed Proposed
Current Total Unit Total
Service Description Volumes Unit Chg Charges Charge Charge
CORE PROCESSING SERVICES
*
* *
* * * * * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
* * *
*
*
* * *
* * *
* * *
* * * * * *
DOLLAR CHANGE $ *
* %
ITEM/IMAGE PROCESSING SERVICES
DOLLAR CHANGE $ -
PERCENTAGE CHANGE %
TOTAL CORE APPLICATION PROCESSING $ - $ *
TOTAL DOLLAR CHANGE $
TOTAL % CHANGE %
Page 9
AURUM TECHNOLOGY INC.
IMAGE ITEM PROCESSING SERVICES SCHEDULE
INITIAL TERM
Five (5) years
RENEWAL TERM
Five (5) years
COMMENCEMENT DATE
The Commencement Date shall be the Effective Date as set forth on the Signature
Page attached hereto.
This Schedule together with any attachments and/or exhibits hereto, the General
Terms and Conditions to be signed concurrently ("General Terms"), and any
written modifications thereto signed and agreed to by AURUM TECHNOLOGY INC.
("Aurum") of Maitland, Florida, an indirect wholly-owned subsidiary of a
publicly traded company, Fidelity National Information Services, Inc., and
BRIDGE BANK, N.A. of San Jose, California ("Customer") from time to time
hereafter shall be referred to as the "Image Item Processing Agreement" or
"Agreement".
This Schedule supersedes and replaces any and all prior agreements between the
parties and/or their affiliates, subsidiaries, predecessors, successors, or
assigns for the same or similar services as those described in this Schedule.
Aurum shall provide the Image Item Processing Services (the "Services")
described in this Schedule. All of the Services described in this Schedule will
be performed pursuant to the specifications and performance standards set forth
herein and Customer's reasonable requests, subject to the capabilities of
Aurum's hardware and software utilized to deliver the Services, provided,
however, that the Services shall at all times meet or exceed prevailing
standards for similar services in the financial services industry. All times
indicated in this Schedule refer to the time zone in which Customer is located.
Aurum shall provide the Services at its Service Centers located in the following
California cities: Glendale, Sacramento, and San Leandro. Customer shall be
provided with 90 days prior written notice of any change in location of the
Service Center providing the Services.
1. DEFINITIONS
In addition to any other defined terms contained in the General Terms, the
following terms will have the following meanings with regard to this
Agreement:
1.1 "ACCOUNT" shall mean a demand deposit, negotiable order of withdrawal,
other checking type of account, money market deposit account, or other
savings type account offered by Customer to its end-customer(s).
1.2 "BCX PRODUCT" shall mean the BCX Services described in this Schedule.
1.3 "BRANCH CAPTURE EXPRESS" or "BCX" shall mean the capture of Item
Images at any location other than the Service Center.
1.4 "BUSINESS DAY" shall mean each weekday, Monday through Friday, which
is not a holiday of the Federal Reserve Bank for the Federal Reserve
District in which Customer's principal office is located.
1.5 "COMMON OUTPUT FILE" OR "COF" shall mean the Federal Reserve's defined
data and image Common Output File format for Item Images.
Page 1 of 24
1.6 "CONSUMER" shall mean the Customer's end-customer account holder that
will be using the Positive Pay Product.
1.7 "CONVERSION SERVICES" shall mean a mutually agreeable schedule that
Aurum will provide services and instructions reasonably required for
Customer to convert to and use the Services.
1.8 "COURTESY AMOUNT RECOGNITION (CAR)" shall mean the process of
electronically locating, analyzing, and recognizing handwritten or
machine-printed courtesy amount information on an Item to determine
the dollar amount based upon certain confidence levels.
1.9 "CRIPPLED STATEMENT" shall mean an end-customer statement in which the
number of Items to be enclosed is greater than or less than the
enclosure count for that statement or there are missing Images.
1.10 "CUSTOMER'S DATA PROCESSING SERVICES PROVIDER" shall mean the Customer
itself or vendor appointed by Customer to perform Customer's core data
processing services.
1.11 "EXCEPTION ITEM" shall mean an Item, the automated processing of which
is interrupted because of a condition defined by Customer, such
definitions which may be changed from time to time.
1.12 "EXCEPTION ITEM FILE" shall mean the file of Exception Items that
Customer's Data Processing Services Provider or Customer's
end-customer creates and transmits to Aurum.
1.13 "AURUM BUSINESS HOURS" shall mean each Business Day from 07:00 to
18:00 Pacific Time.
1.14 "AURUM IMAGE ARCHIVE" shall mean the electronic storage of the
bi-tonal front and back item images at an Aurum designated facility.
1.15 "FINE SORT" shall mean the sorting of check Items into account,
amount, and/or check number order.
1.16 "FRAUD MITIGATION" shall mean the Aurum fraud application described in
this Schedule, if applicable.
1.17 "IMAGE ACCESS INTERFACE PRODUCT" shall mean the Aurum archive
interface described in this Schedule.
1.18 "IMAGE REPLACEMENT DOCUMENT" OR "IRD" shall mean a paper reproduction
of the original check that: contains an image of the front and back of
the original Item; bears a MICR line containing all the information
appearing on the MICR line of the original Item (except as provided
under generally applicable industry standards for substitute checks to
facilitate the processing of substitute checks), conforms, in paper
stock, dimension, and otherwise, with generally applicable industry
standards for substitute checks; and is suitable for automated
processing in the same manner as the original check.
1.19 "INCLEARING ITEM" shall mean a Customer Item that Aurum receives from
the Federal Reserve Bank or other financial institution with an
incoming cash letter for the purpose of performing Services.
Page 2 of 24
1.20 "ITEM" shall mean a document or other form of media on which is
recorded information, including but not limited to, (i) information
evidencing the deposit to, withdrawal from or draft against a demand
deposit or checking account offered by Customer to its customers or an
internal Customer general ledger account, (ii) a deposit ticket, (iii)
a loan coupon, or (iv) a cash ticket.
1.21 ITEM IMAGE" shall mean a digitized black and white image of the front
and back of each Item.
1.22 "ITEM POSTING FILE" shall mean a file that Aurum creates from captured
Items for transmission to Customer's Data Processing Services
Provider.
1.23 "ITEM PROCESSING SERVICES" shall mean the Services Aurum will provide
to Customer, and Customer will purchase exclusively from Aurum.
1.24 "LEGAL AMOUNT RECOGNITION" OR "LAR" shall mean the process of
electronically locating, analyzing, and recognizing handwritten or
machine-printed legal amount information on an Item to determine the
dollar amount based upon certain confidence levels.
1.25 "MICR" shall mean the magnetic ink character recognition information
that is encoded on Items for processing.
1.26 "MICR REJECTS" shall mean Items captured during prime pass that are
rejected due to the inability to properly interpret the MICR encoding.
The inability to interpret the MICR encoding may be caused by a
variety of reasons, including but not limited to: (a) poor MICR
encoding; (b) missing MICR encoding; (c) physical document damage.
Aurum will electronically repair and may physically repair the MICR
Rejects.
1.27 "MICROFILM REPLACEMENT" shall mean the capture of Item Images at any
Customer location as a means to replace microfilm.
1.28 "MICROFILM REPLACEMENT PRODUCT" shall mean the application described
in this Schedule.
1.29 "ON-US ITEM" shall mean an Item that is drawn on the Customer or
Customer's end-customer.
1.30 "ORIGINAL ITEM RETRIEVAL" shall mean occasionally removing Items from
the check vault upon Customer's request.
1.31 "OVER-THE-COUNTER" shall mean Items submitted by Customer branch
offices, departments, or Customer's end-customers for the purpose of
performing Item Processing Services.
1.32 "PAY-NO-PAY ITEM DECISION PROCESS" shall mean Customer's act of
marking an Item to be returned or paid using the Fraud Mitigation,
Positive Pay and Signature Verification Products.
1.33 "POSITIVE PAY PRODUCT" shall mean the Aurum positive pay application
described in this Schedule, if applicable.
1.34 "POSTAGE ACCOUNT" shall mean an account held by Aurum in Customer's
name from which Aurum takes and uses postage as it provides certain
Services for Customer which require postage.
Page 3 of 24
1.35 "POSTAGE ACCOUNT OVERDRAFT FEE" shall mean a fee charged by Aurum to
Customer for each day Customer's Postage Account is overdrawn.
1.36 "POSTING REVERSALS" shall mean the monetary reversal of posted Items.
1.37 "PRE-ENCODED ITEM" shall mean an Item received by Aurum that has
required MICR line fields encoded, which Aurum will capture.
1.38 "PRIME PASS ITEM VOLUME" shall mean the total number of Inclearing and
Over-the-Counter or Proof and Transit Items.
1.39 "PRINT SERVICES" shall mean all of the print services to be provided
by Aurum under this Schedule.
1.40 "RETURN ITEM" shall mean an Item that Customer instructs Aurum to
return. Customer will provide Aurum with a reason for the return of
Return Items.
1.41 "SERVICE" or "SERVICES" shall mean all of the services to be provided
by Aurum under this Schedule, which include Item Processing Services
and Conversion Services.
1.42 "SERVICE CENTER" shall mean the space at one or more locations where
Aurum performs Item Processing Services.
1.43 "SIGNATURE VERIFICATION" shall mean the act of verifying a written
signature on an Item as that of an authorized signatory.
1.44 "SIGNATURE VERIFICATION SERVICES" shall mean the Aurum signature
verification application described in this Schedule.
1.45 "SPECIAL PROGRAMMING" shall mean the provision of programming
resources to support Customer's request for new or modified products
or services.
1.46 "STATEMENT CYCLE DATE" shall mean the ending cycle date printed on
end-customer's Account statement.
1.47 "STATEMENT/NOTICE RENDERING" shall mean the insertion of an
end-customer statement/notice and required Items and inserts into an
envelope, sealing the envelope in preparation for mailing to the
end-customer. Aurum may apply postage, which will be recovered by the
Customer.
1.48 "SYSTEM" or "SYSTEMS" shall mean (i) computer programs, including
without limitation software, firmware, application programs, operating
systems, files, and utilities; (ii) supporting documentation for such
computer programs, including without limitation input and output
formats, program listings, narrative descriptions, operating
instructions and procedures, user and training documentation, special
forms, and source code; and (iii) the tangible media upon which such
programs are recorded, including without limitation chips, tapes,
disks, diskettes, and any other storage media.
1.49 "TRANSIT ITEM" shall mean an encoded or Un-encoded Item drawn on
another financial institution that Aurum will capture for the purpose
of creating an outgoing cash letter.
1.50 "UN-ENCODED ITEM" shall mean a document received by Aurum where the
dollar amount or any other required data field is not encoded.
Page 4 of 24
2. TERM
Unless otherwise terminated as provided for in the General Terms or as may
be set forth herein, the term of this Agreement shall commence on the
Commencement Date and shall expire at the end of the Initial Term set forth
above. Thereafter, this Agreement will automatically renew for successive
periods of the Renewal Term set forth above unless either party gives the
other party written notice at least ninety (90) days prior to the
expiration date of the Term then in effect that the Agreement will not be
renewed beyond such Term. The Initial Term and the Renewal Terms are herein
collectively referred to as "Term".
3. FEES
Customer agrees to pay to Aurum the fees for Services as set forth in
ATTACHMENT 1 DATED SEPTEMBER 13, 2006 ("Attachment 1") beginning on the
Commencement Date in accordance with the payment terms set forth in the
Agreement.
4. ITEM PROCESSING SERVICES. Aurum will provide the following Services to
Customer:
4.1 Back Office Services.
(a) Over-the-Counter Image Capture. Aurum will digitize and capture
the black and white images of the front and back of each
Over-the-Counter Item and assign a sequential trace number to
each Item. Aurum may pass all captured Unencoded Items through
amount recognition software for the purpose of interpreting the
dollar amount of an Item.
(b) Inclearing Image Capture. Aurum will receive Customer's
Inclearing cash letter from the Federal Reserve Bank or other
financial institution and balance the Items to the cash letter
amount. Aurum will digitize and capture black and white images of
the front and back of each Item and assign a sequential trace
number, which becomes a part of the Inclearing transaction. Items
rejected from the capture due to MICR line misreads will be
corrected and re-entered.
The daily incoming cash letter will be reconciled to the dollar
amount charged by the Federal Reserve Bank or other financial
institution. All cash letter differences, missing items, extra
items, etc., will be reconciled and the proper balancing reports
and/or entries will be prepared. All errors detected during the
incoming cash letter process are to be adjusted the same Business
Day by the timeframe detailed on Section 12, Processing Times.
Aurum will provide Customer with copies of all adjusting entries
that are prepared and the supporting documentation substantiating
such adjustments.
Aurum will complete the transmission of an Item Posting File
containing all Inclearing Items to Customer's Data Processing
Services Provider by no later than the timeframe set forth in
Section 12, Processing Times.
(c) Proof Encoding. Customer will send un-encoded and pre-encoded
proof work processed at Customer's and Customer's end-customer
locations to Aurum as set forth in ss. 12.1. Aurum will proof
each transaction and encode the dollar amount of each Un-encoded
Item and full field encode Customer defined On-Us Items.
Teller balancing tapes and tapes accompanying deposits will be
included in the daily work sent to Aurum by Customer. Aurum will
make such balancing tapes and item processing Exception Items
such as debit or credit Items without offsets or Items from
unbalanced transactions remaining at the end of each Business
Day's processing
Page 5 of 24
available for pickup by Customer or Customer's courier by the
time set forth in Section 12, Processing Times.
All Un-encoded Items delivered to Aurum by the required delivery
deadline will be processed to meet Customer's outgoing
correspondent cash letter deadline, provided however, that *
*
*
*
(d) Power Encode. Customer shall send un-encoded and pre-encoded
proof work processed at Customer's and Customer's end customer
locations to Aurum as set forth in ss.12.1. Aurum will process
Items through a transport that automatically encodes MICR data
onto selected Items.
Teller balancing tapes and tapes accompanying deposits will be
included in the daily work sent to Aurum by Customer. Aurum will
make such balancing tapes and item processing Exception Items
such as debit or credit Items without offsets or Items from
unbalanced transactions remaining at the end of each Business
Day's processing available for pickup by Customer or Customer's
courier by the time set forth in Section 12, Processing Times.
All Unencoded Items delivered to Aurum by the required delivery
deadline will be processed to meet Customer's outgoing
correspondent cash letter deadline, provided however, that *
*
*
*
(e) CAR/LAR Reject/Reentry. Aurum will complete the electronic dollar
amount information record from the MICR line for those Items not
recognized by amount recognition software.
(f) IRD Print. Customer's Transit Items or Item Images will be
printed and processed as an IRD. The physical Items will be
retained at the capture site and shall be destroyed after a time
period of at least ninety (90) days, or after a longer period
upon Customer's reasonable request and at our then prevailing
rate for extended retention. Customer is responsible for all
liabilities associated with the printing of the substitute check.
If Aurum creates the IRD, Aurum will be responsible for the
obligations of a creator of an IRD as set forth in the federal
Check 21 statute.
(g) Balancing Adjustment. Any deposit adjustment of $2.00 or less
(said dollar amount may reasonably be adjusted over time, based
on Customer requirements) will be charged to a Customer-specified
sundry general ledger account, using a system generated entry.
All errors detected during the Over-the-Counter process are to be
adjusted the same day. Original copies of adjustments will be
processed with the proof transactions; and the offsetting side of
the adjustment entry will be sent to Customer for processing.
Any deposit adjustment of more than $2.00 (said dollar amount may
reasonably be adjusted over time, based on then current industry
standard practices) will be charged to Customer's end-customer or
Customer's designated general ledger account using forms. All
errors detected during the Over-the-Counter process are to be
adjusted the same day. Original copies of adjustments will be
processed with the proof transactions; and the offsetting side of
the adjustment entry will be sent to Customer for processing.
Aurum will prepare proof corrections to Customer's end-customer
on forms for reasons including but not limited to:
Page 6 of 24
(i) Error(s) found in addition or subtraction
(ii) Check Item was listed for the wrong amount
(iii) Check Item listed was not enclosed
(iv) Check Item enclosed, not listed
(v) Cash not included in deposit total
(vi) Collections not included in deposit
(vii) Non-Negotiable Item in deposit
(viii) Items drawn on foreign institutions
Aurum will prepare proof corrections to Customer's designated
general ledger account on forms for reasons including but not
limited to:
(ix) Cash ticket missing
(x) Cash ticket for wrong amount
(xi) Wrong cash ticket used
(xii) Currency included in work
(xiii) Cashed check Item missing
(xiv) Cashed check Item enclosed was not listed
(xv) Cashed check Item for wrong amount
(xvi) Other miscellaneous correction
(xvii) Items drawn on foreign institutions
(i) On-Line Image Archive - *
* Aurum agrees to provide
Customer with on-line access to Item Images for a period not to
exceed the number of years set forth in Attachment 1 after the
Item Images have been created. Images will be captured and stored
in the Aurum Image Archive and will be available seven (7) days
per week, except for time periods reasonably designated by Aurum
for performance of system maintenance, repair, and component
upgrade or replacement and disclosed by Aurum to Customer in
advance.
Aurum will grant the ability for Customer to use the applicable
computer software to retrieve Item Images by utilizing Customer's
LAN equipment and telecommunications circuitry to access the Item
Image archive located at the Aurum Service Center.
(j) Item Warehousing and Destruction. Aurum will store by cycle and
date Items returned in Customer's end-customer statement. For
Items not returned in Customer's end-customer statements, *
*
*
(k) Non-Aurum Core File Transmission. Aurum will transmit and receive
all files created/prepared pursuant to this Schedule that pertain
to image Item processing as set forth in Section 12, Processing
Times. The fee for this service is waived if Aurum is Customer's
Data Processing Service Provider.
(l) Additional Cash Letter Endpoints. Outgoing cash letters will be
prepared in accordance with Customer's cash letter requirements.
One cash letter endpoint is included at no cost. Customer will be
charged an additional end point cash letter fee for cash letter
endpoints in excess of one (1).
(m) Image Cash Letter Transmission. Aurum will electronically
transmit Transit Item Images and data as an electronic outbound
cash letter to a mutually agreed upon recipient by the times set
forth in Section 12, Processing Times, provided however, that
Aurum will have at least three (3) hours to prepare the
transmission.
Page 7 of 24
n) Image Presentment. Aurum will export a file containing Item
Images in a mutually agreed upon format with the intent to
present for forward check clearing.
(o) Exception Item Pull. The transmission of Customer's complete
Account Exception Item File from Customer's Data Processing
Services Provider to Aurum shall be completed in accordance with
the timeframe set forth in Section 12, Processing Times. Aurum
will make Exception Items available for Customer review and
available for pickup by Customer or Customer's courier by the
timeframe set forth in Section 12, Processing Times, provided
however, that Aurum shall have at least four (4) hours to process
the Exception Items file from Customer's Data Processing Service
Provider.
(p) Outgoing Returns - Qualified. Items designated by the Customer as
Return Items will be returned by Aurum to the Federal Reserve
Bank the same Business Day, provided Customer has met the
applicable Aurum Return Item deadline. Items to be returned by
Aurum will be marked in accordance with Federal Reserve
regulations.
After Customer has reviewed its Exception Item reports and made
the necessary pay/no-pay decisions, Customer's Data Processing
Services Provider will complete transmission of a file in a
format mutually agreed to by the parties containing all Return
Item requests with reason for return by the timeframe set forth
in Section 12, Processing Times, for Items captured the previous
Business Day. Aurum will out sort, balance to Customer-provided
control total and properly stamp each Item to be returned with
the Customer's designated reason, and prepare the Return Item
cash letter to be picked up by the Customer or Customer's courier
for delivery to the Federal Reserve Bank by the timeframe set
forth in Section 12, Processing Times. Such Items to be returned
will be contained in a file transmitted by Customer's Data
Processing Service Provider. One (1) cash letter copy is to be
retained by Aurum and one (1) copy will be forwarded to Customer.
Aurum will qualify each Return Item in accordance with Regulation
"J" specifications; provided that the applicable Return Item
deadline has been met by Customer.
(q) Outgoing Returns - Unqualified. Items designated by the Customer
as Return Items will be returned by Aurum to the Federal Reserve
Bank or the presenting institution the same Business Day,
provided Customer has met the applicable Aurum Return Item
deadline.
After Customer has reviewed its Exception Item reports and made
the necessary pay/no-pay decisions, Customer's Data Processing
Services Provider shall complete transmission of a file in a
format mutually agreed to by the parties containing all Return
Item requests with the reason for return by the timeframe set
forth in Section 12, Processing Times, for Items captured the
previous Business Day. Aurum will out sort, balance to the
Customer-provided control total and prepare the Return Item cash
letter to be picked up by Customer or Customer's courier for
delivery to the Federal Reserve Bank by the timeframe set forth
in Section 12, Processing Times. Such Items to be returned shall
be contained in a file transmitted by Customer's Data Processing
Service Provider. One (1) cash letter copy shall be retained by
Aurum and one (1) copy will be forwarded to Customer.
(r) Charge Backs. The Federal Reserve Bank or the presenting
institution shall send Customer's return deposit Items to Aurum
to digitize and capture the black and white images of the front
and back of each return deposit Item and place them in the Aurum
Image Archive for storage and research capabilities.
(s) Large Item Notification and Returns (EARNS). Aurum will, as
designated by Customer, begin to notify the financial institution
of first deposit of all dishonored checks
Page 8 of 24
for * or more, or
other amount to remain in compliance with Regulations CC and J
and any other applicable laws and regulations. By the timeframe
set forth in Section 12, Processing Times, Aurum will have
completed transmission of large Item notifications for those
Items requiring them that were presented the previous Business
Day. Aurum will make a report of all large Item notices processed
on the previous Business Day available for pickup by Customer or
Customer's courier by the timeframe set forth in Section 12,
Processing Times, of the Business Day following dispatch of the
Return Item cash letter and transmission of the large Item
notification. Aurum requires a ten (10) Business Day written
notification to commence this service.
(t) Notices Image. Customer's Data Processing Service Provider shall
send an exception print text file(s) and an exception
reconciliation file(s) to Aurum in a mutually agreed upon format
in accordance with the timeline set forth in Section 12,
Processing Times. Aurum will print Exception Item notices and
Item Images in simplex mode, as is mutually agreed upon by
Customer and Aurum.
(u) Notices - No Image. Customer's Data Processing Service Provider
shall send an exception print text file(s) to Aurum in a mutually
agreed upon format in accordance with the timeline set forth in
Section 12, Processing Times. Aurum will print Exception Item
notices in simplex mode, as is mutually agreed upon by Customer
and Aurum.
(v) Fine Sort and Cycle Sort. At statement cycle time, the Items
scheduled for return to Customer's end-customer will be fine
sorted into statement order, which is generally Account number
within one (1) or more levels of groups, in preparation for
statement rendition. Rejects from the fine sort process will be
filed manually.
On a daily basis, at Customer's request, Aurum may fine sort
internal Customer documents. Daily fine-sorted Items will be
available for pickup by Customer or Customer's courier by the
timeframe set forth in Section 12, Processing Times.
(w) Image Item Export. Aurum will export or transmit a COF onto a
mutually agreed upon media in accordance with the timeline set
forth in Section 12, Processing Times.
(x) FED Adjustments. All Federal Reserve deposit adjustments will be
charged to a Customer-specified sundry general ledger account,
using a system generated entry or a manual form. All errors
detected during the Inclearing balancing process are to be
adjusted the same day.
(y) Research and Subpoenas. At Customer's request, Aurum will provide
Customer with assistance to resolve out-of-balance conditions
particular to inbound or outbound check processing operations or
subpoenaed Items or Accounts.
(z) Item Retrieval. At Customer's request, Aurum will retrieve a
physical Item from the bulk file or truncated storage file.
(aa) Image Copy. At Customer's request, Aurum will provide a printed
image of an Item.
(bb) Fax Image Copy. At Customer's request, Aurum will provide a
facsimile of an Item.
(cc) CD Production. For end-customers who receive an Image statement,
Aurum will retrieve check Images from the Aurum Image Archive,
merging such check Images with the corresponding periodic
statement text, and write that data to a CD for delivery to and
Page 9 of 24
use by the end-customer. Customer must license software from
Aurum that will enable its customers to retrieve their Item
Images from a CD.
(dd) DVD Production. Aurum will create two (2) sets of DVDs, an
original and a duplicate, for Customer's record retention.
Customer acknowledges that the DVDs delivered by Aurum to
Customer, in a commercially reasonable secure fashion, for record
retention are Customer's source of archived data for regulatory
compliance and future conversion purposes and should be retained
by Customer for these and all other purposes. In the event
Customer requests Aurum to provide DVDs of Item Images previously
provided to Customer on DVD, Aurum will provide such Item Images
to Customer, if available to Aurum, and Customer agrees to pay
Aurum for such services at Aurum's then-current hourly rate.
(ee) DVD Off-line Image Viewing. Customer will purchase from Aurum,
one (1) version of the software that will enable a single
Customer's workstation to retrieve its Item Images from a DVD.
(ff) Miscellaneous Print. If Customer sends a miscellaneous print
file(s) to Aurum in an electronic format mutually agreed upon by
the parties in accordance with the timeline set forth in Section
12, Processing Times, Aurum will print any such miscellaneous
documents for Customer and process based upon requirements.
Customer must submit any such request to Aurum at least ten (10)
Business Days in advance.
(gg) Statement Printing. Customer's Data Processing Service Provider
shall send statement print text file(s) and statement
reconciliation file(s) to Aurum in a format mutually agreed upon
in accordance with the timeline set forth in Section 12,
Processing Times. If necessary, the file should contain the
following segregation categories: (a) Image statements, (b) with
Item enclosures less than fifty (50), (c) with Item enclosures
fifty (50) or greater; (d) zero Item enclosures; and (e) special
request statements. Aurum will print statement text and Item
Images for Image statements in simplex or duplex mode, as is
mutually agreed upon by Customer and Aurum, in preparation for
Image/Truncated Rendering, as described below. The print quality
will be consistent with that required by automated zip code
sorting equipment and acceptable to Customer, Aurum and the
United States Postal Service ("USPS").
(hh) Image/Truncated Rendering. Aurum will use an insertion machine to
read the intelligent insertion marks or bar code imprinted on the
statement/notice, fold the correct number of pages, insert the
statement/notice and inserts into a standard window envelope that
is of a quality consistent with that required by automated
Statement/Notice Rendering equipment and acceptable to Customer
and Aurum, seal the envelope and place a postage indicia before
mailing.
(ii) Bulk Statements. Aurum will manually process any statement over
fifty (50) enclosures or seven (7) pages in a standard #10
envelope or over twelve (12) pages in a standard 6x9 envelope.
(jj) Traditional Statement Render Base. For statements that require
Items to be enclosed, Aurum will match the counted Items against
the number of enclosures indicated on the statement. If the count
matches, Aurum will insert the statement, Items and any inserts
into an envelope that is acceptable to Customer and Aurum and
seal the envelope. The statements will be mailed to the
Customer's end customers or holds sent to Customer based on
special instructions.
Aurum will review fine sort reject Items and where possible,
resolve Item count discrepancies prior to categorizing a
statement as a Crippled Statement. If any Item count discrepancy
cannot be resolved, Aurum will follow Customer's written
instructions
Page 10 of 24
for statement handling, such instructions to be mutually agreed
upon in advance for statement handling. Aurum will process as
exceptions any statements that are not to be mailed to the
end-customer via pre-sort first class mail. These exception
statements will be identified by unique intelligent insertion
marks or bar code, which will be mutually agreed upon by Aurum
and Customer. From information printed on the statement or
provided separately by Customer, Aurum will forward the statement
to the appropriate location as designated.
Aurum will process all statements that are deemed crippled and
forward to the appropriate location as designated. These could be
made available for pickup by Customer or Customer's courier in
accordance with the timeline set forth in Section 12, Processing
Times, following determination of the Crippled Statement
condition.
(kk) Traditional Statement Render - Per Item. Aurum will count all
Items that are enclosed within each statement that requires Items
to be included.
(ll) Statement Inserts. Aurum will insert up to three (3)
statement/notice inserts into a standard window envelope. The
statement inserts will be of a size, format and quality that is
consistent with that required by automated Statement Rendering
equipment and acceptable to Aurum. If the proposed
statement/notice inserts are provided by Customer they musts be
submitted to Aurum at least ten (10) days in advance of the
Statement Cycle Date.
(mm) Statement Data Manipulation. Aurum will create customized
statements based upon Customer's requirements. All changes
requested by Customer will be charged at the standard hourly rate
with all requirements documented and submitted to Aurum for a
written estimate.
(nn) Postage Presort. Aurum will sort all of Customer's envelopes by
zip code and or courier routes to obtain the best possible
postage rates from the USPS. Aurum will invoice Customer and
Customer will pay to Aurum, Aurum's good faith estimate of the
amount necessary to pay for Customer's postage during the first
month of processing. Each month thereafter, Aurum will reconcile
the amount of postage actually used by Customer for the previous
month. Aurum will invoice Customer and Customer will pay to
Aurum, Aurum's good faith estimate of the amount of postage
necessary for each such month. Aurum may also invoice Customer
and Customer will pay to Aurum, Aurum's good faith estimate of
any additional amounts for postage that may be necessary in a
given month. Customer will be responsible for any charges
associated with a postage account, including overdraft fee, if
applicable.
(oo) Expedited Customer Research.
CUSTOMER HAS ELECTED NOT TO RECEIVE THIS SERVICE AS OF THE
EFFECTIVE DATE OF THIS AGREEMENT.
(pp) eVision Corporate Access. Aurum will grant the ability for
Customer's customers to use the applicable browser based computer
software to retrieve Item Images by utilizing the Internet to
access their Account's Item Images in the Aurum Image Archive.
4.2 Other Services.
(a) CD-ROM End User Viewing Software. Aurum will provide the ability
for Customer to purchase software that will enable its customers
to review Item Images and data from a CD-ROM or DVD-ROM. For
end-customers who receive an image statement, Aurum will retrieve
check images from the Aurum Image Archive, merging
Page 11 of 24
those check images with the corresponding periodic statement
text, and writing that data to a CD-ROM for delivery to and for
use by the end-customer.
(b) Same Day Settlement. Aurum will report same day settlement
information in a mutually agreeable format and method (fax or
email) on identified Customer Accounts to Customer by the
timeframe set forth in Section 12, Processing Times.
(c) MICR Presentment File and Memo Post. Aurum will initiate the
transmission of a Memo Posted Item File containing all Inclearing
Items to Customer's Data Processing Services Provider no later
than timeframe set forth in Section 12, Processing Times.
Customer is responsible for all Federal Reserve fees.
(d) Item Posting File Transmission Contingency. In the event that
Aurum is unable to successfully transmit any Item Posting File to
Customer, Aurum will create a CD-ROM or DVD containing the data
and make it available for pickup by Customer or Customer's
courier, or arrange for courier delivery to Customer's Data
Processing Services Provider.
(e) Image Processing System Reports. Aurum will provide standard
reports - All Items Listing, Cash Letter Detail, Cash Letter
Summary, Change Log, and the Item Balancing Sheet - in a mutually
acceptable format each Business Day and make the file available
for pickup by Customer using a TCP/IP transfer utility or
physically available by the timeframe set forth in Section 12,
Processing Times or transfer to Aurum COLD Report retrieval
system
4.3 Miscellaneous.
(a) Programming Support. Aurum will provide Special Programming at
Customer's request for new or modified products or services at
Aurum's then current programming hourly rate.
(b) On-site Consulting. Aurum will provide item processing consulting
services at Customer's request for new or modified products or
services at Aurum's then current hourly rate.
(c) Courier Services. Customer will be responsible for the selection,
expense and overall management of the couriers that are used for
the transportation of all Items, records, and other data between
Customer offices and the Service Center and the Inclearing Items
from the Federal Reserve Bank to the Service Center. The
transportation of Transit Items to the Federal Reserve Bank or
other upstream correspondent banks can be provided by Aurum but
will be paid for by Customer. The parties agree that such courier
service may be either an existing courier service shared by other
Aurum customers or, if Customer in its sole discretion determines
that it is not feasible or desirable to utilize such existing
courier service, such other courier service as is designated by
Customer.
(d) Supplies. Customer may purchase supplies (including but not
limited to statements, blank white paper for image statements,
envelopes, CAR/LAR documents, official checks, paper stock for
reports, marketing inserts, specialty forms, custom forms, notice
forms, payment forms/books and loan forms) from Aurum. Such
supplies will be pre-printed in bulk quantities and stored at an
Aurum facility for Customer, inventoried for Customer and
invoiced by Aurum to Customer separately from processing in three
(3) month order/usage volumes. Customer will pay for such
supplies in advance.
(e) Change of Customer's Data Processing Services Provider. Customer
will provide Aurum with at least ninety (90) days advance written
notice of its intent to change Customer's Data Processing
Services Provider. If Customer elects to change its Data
Page 12 of 24
Processing Services Provider, Customer will pay to Aurum
reasonable certification and related charges necessary for Aurum
to determine how the image item processing services provided
under this Schedule may continue to be provided following such
change; provided, however, that Aurum will incorporate its
existing knowledge about a Data Processing Services Provider it
has worked with before.
5. IMAGE INTERFACE ACCESS.
5.1 Statement of Services. The Internet access to check Images
product is designed and usage is intended to enable the access,
retrieval, and transfer of a single Item Image from the Aurum
Image Archive to the Customer's application for presentation of a
single Item Image per request. Use of the Image Interface Access
product for all other purposes is expressly prohibited without
the written approval of Aurum. This Schedule authorizes use of
the Image Interface product to interface with the following
application (check one box only):
[ ] Aurum eBanking - Home Banking
[ ] Aurum eBanking - Business Banking
[ ] Digital Insight Home Banking
[ ] Digital Insight Business Banking
[ ] Fundtech
[ ] Q-Up
[ ] OSI
[ ] PremierECom and/or PremierECorp
[ ] S1
[ ] FundsXpress
[ ] Online Resources
Aurum or its designees will perform all modifications or
customizations to the Image Interface Access product requested by
Customer under an executed written professional services
agreement between the parties.
5.2 Payment for Services. In consideration for the provision set forth
above, Customer will pay Aurum the amounts set forth in Attachment 1
attached hereto after the implementation date of the Image Interface
Access product. Monthly fees are for management and operation of the
Image Interface Access product as defined herein and exclude all other
charges, specifically, necessary telecommunication connectivity
requirements.
5.3 Customer Responsibilities. Customer will (i) provide all
telecommunications components necessary for connectivity between the
Image Interface Access product and Customer's application; (ii) be
responsible for monitoring the telecommunications circuit owned by its
contractor, S1, and Aurum;(iii) provide Aurum specifications necessary
for the implementation and testing of the Image Interface Access
product; (iv) grant Aurum access to data generated by the Image
Interface Access product for support purposes; (v) contract with Aurum
for Aurum Image Archive services; and (vi) perform all commercially
reasonable user authentication, data encryption, "firewall
protection", and security management related to connecting and using
the Image Interface Access product and accessing the Aurum Image
Archive that is in accordance with: (a) generally accepted industry
standards, (b) industry regulatory requirements, and (c) network
connectivity standards as determined by Aurum.
Page 13 of 24
5.4 Performance Standards. *
*
*
*
*
*
*
*
*
*
*
*
*
*
5.5 Image Interface Access Product Warranty.
SEE SS. 7.7 (DISCLAIMER OF WARRANTIES) OF THE GENERAL TERMS AND
CONDITIONS ENTERED INTO CONCURRENT HEREWITH.
6. FRAUD MITIGATION.
6.1 Statement of Services. Aurum will provide to Customer access to and
use of the Fraud Mitigation Product to assist Customer when making
Return Item decisions. : (i) provide seat licenses for online access
to the Fraud Mitigation Product; (ii) provide rights to acquire
additional seat licenses at Aurum's then-current price; (iii) process
Customer's data utilizing the Fraud Mitigation Product and report
Fraud Mitigation Product processing results; (iv) provide two (2) days
of training and two (2) copies of user documentation to enable
Customer to utilize the Fraud Mitigation Product; and (v) provide
Fraud Mitigation Product support during Customer's usual Business
Hours. As new filters become available, Aurum will provide
documentation and/or pricing information for such new filters.
6.2 Payment for Services. In consideration for the provisions forth above,
Customer will pay Aurum the amounts set forth in Attachment 1 attached
hereto after the implementation date of the Fraud Mitigation Product.
6.3 Customer Responsibilities. Customer will (i) provide resources
necessary for the installation of certain Fraud Mitigation Product
components at Customer's premise including, but not limited to,
recommended hardware, software, and telecommunications; (ii) provide
specifications necessary for the implementation and testing of the
Fraud Mitigation Product; (iii) grant Aurum access to data generated
by the Fraud Mitigation Product for support purposes; (iv) perform
specific identified functions to maintain the integrity of the Fraud
Mitigation Product's database, provided, however, that Customer has
agreed to perform such functions in advance; (v) enter account
information and other data as required to activate the Fraud
Mitigation Product; (vi) perform Pay-no-Pay Item Decision Process by a
mutually agreed upon time; (vii) install all Aurum-provided Fraud
Mitigation Product enhancements and corrections in the manner
instructed by Aurum; and (viii) restrict usage of the Fraud Mitigation
Product to its stated purpose.
Without Aurum's prior written consent, Customer will not (i) sell,
assign, rent, lease, transfer, or disclose to any third party the
Fraud Mitigation Product; (ii) use the service for the commercial
benefit of any third party; or (iii) copy, reproduce, reverse
engineer, decompile, disassemble or separate component parts of the
software that is made available to Customer pursuant to this Schedule.
Customer may transfer its use of the software that is made available
to Customer pursuant to this Schedule to a backup or replacement
system on a temporary or permanent basis, provided however that
Customer gives prior written notice to Aurum and discontinues use of
such software on the original equipment.
Page 14 of 24
6.4 Performance Standards. *
*
*
*
*
*
*
*
6.5 Fraud Mitigation Product Warranty. Customer acknowledges that Aurum
does not employ experts in detecting fraud and that use of the Fraud
Mitigation Product may not eliminate all risks or exposures to fraud
that is inherent in Customer's business. Customer agrees to accept
full responsibility for the payment of all instruments, whether or not
the instrument passed the scrutiny of the Fraud Mitigation Product and
Customer will indemnify, defend and hold harmless Aurum against any
claim made by any person or entity that is based on Aurum's providing
access to and use of the Fraud Mitigation Product, provided, however,
that Aurum's provision of the Product was neither negligent nor
involved willful misconduct.
SEE SS. 7.7 (DISCLAIMER OF WARRANTIES) OF THE GENERAL TERMS AND
CONDITIONS ENTERED INTO CONCURRENT HEREWITH.
7. SIGNATURE VERIFICATION.
7.1 Statement of Services. Aurum will provide to Customer access to and
use of the Signature Verification Product including: (i) the one-time
automated conversion of signatures; (ii) seat licenses for online
access to the Signature Verification Product; (iii) rights to acquire
additional seat licenses at Aurum's then current price; (iv)
processing of Customer's data utilizing the Signature Verification
Product and report Signature Verification Product processing results;
(v) two (2) days of training and two (2) copies of user documentation
to enable Customer to utilize the Signature Verification Product; and
(vi) Signature Verification Product support during Customer's usual
Business Hours.
7.2 Payment for Services. In consideration for the provision set forth
above, Customer will pay Aurum the amounts set forth in Attachment 1
attached hereto after the implementation date of the Signature
Verification Product.
7.3 Customer Responsibilities. Customer will (i) provide resources
necessary for the installation of certain Signature Verification
Product components at Customer's premise including, but not limited
to, recommended hardware, software, and telecommunications; (ii)
provide specifications necessary for the implementation and testing of
the Signature Verification Product; (iii) grant Aurum access to data
generated by the Signature Verification Product for support purposes;
(iv) provide resources mutually agreed upon to maintain the integrity
of the database information; (v) enter account information and other
data as required to operate the Signature Verification Product; (vi)
perform Pay-no-Pay Item Decision Process by a mutually agreed upon
time; (vii) install all Aurum provided Signature Verification Product
enhancements and corrections in the manner instructed by Aurum; and
(viii) restrict usage of the Signature Verification Product to its
stated purpose.
Without Aurum's prior written consent, Customer will not (i) sell,
assign, rent, lease, transfer, or disclose to any third party the
Signature Verification Product; (ii) use the service for the
commercial benefit of any third party; or (iii) copy, reproduce,
reverse engineer, decompile, disassemble or separate component parts
of the software that is made available to Customer pursuant to this
Schedule. Customer may transfer its use of the software that is made
available to Customer pursuant to this Schedule to a backup or
replacement system on a temporary or permanent basis, provided
however, that Customer gives prior written notice to Aurum and
discontinues use of such software on the original equipment.
7.4 Performance Standards. *
*
*
*
*
*
*
*
7.5 Signature Verification Product Warranty. Customer acknowledges that
Aurum does not employ experts in detecting fraud and that use of the
Signature Verification Product may not eliminate all risks or
exposures to fraud that is inherent in Customer's business. Customer
agrees to accept full responsibility for the payment of all
instruments, whether or not the instrument passed the scrutiny of the
Signature Verification Product and Customer will indemnify, defend and
hold harmless Aurum against any claim made by any person or entity
that is based on Aurum's providing access to and use of the Signature
Verification Product, provided, however, that Aurum's provision of the
Product was neither negligent nor involved willful misconduct.
SEE SS. 7.7 (DISCLAIMER OF WARRANTIES) OF THE GENERAL TERMS AND
CONDITIONS ENTERED INTO CONCURRENT HEREWITH.
8. POSITIVE PAY.
8.1 Statement of Services. Aurum will: (i) provide Consumer access to and
use of the Positive Pay Product via the Internet; (ii) process
Consumer's data utilizing the Positive Pay Product and report the
Positive Pay Product processing results back to Customer and Consumer;
(iii) provide two (2) days of training and two (2) copies of user
documentation to enable Customer to employ the Positive Pay Product;
and (iv) Positive Pay Product support during Customer's usual Business
Hours.
8.2 Payment for Services. In consideration for the provision by Aurum of
the Positive Pay Services set forth above, Customer will pay Aurum the
amounts set forth in Attachment 1 attached hereto after the
implementation date of the Positive Pay Product.
8.3 Customer Responsibilities. Customer will (i) grant Aurum access to
data generated by the Positive Pay Product for support purposes; (ii)
provide account information and other data as required to activate the
Positive Pay Product; (iii) direct the Consumer to transmit an issue
file in the proper format and perform the Pay-no-Pay Item Decision
Process by a mutually agreed upon time; (iv) authorize Aurum to return
and qualify no-pay items contained in the Pay-no-Pay Decision Process;
(v) agree that if no Pay-no-Pay Item Decisions are transmitted, Aurum
will use `pay all' or `pay none' as a default setting; and (vi)
provide first line of support for Consumers using the Positive Pay
Product.
Without Aurum's prior written consent, Customer will not (i) sell,
assign, rent, lease, transfer, or disclose to any third party the
Positive Pay Product; (ii) use the service for the commercial benefit
of any third party; or (iii) copy, reproduce, reverse engineer,
decompile, disassemble or separate component parts of the software
that is made available to Customer pursuant to this Schedule.
8.4 Performance Standards. *
*
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*
*
Page 16 of 24
*
*
*
*
*
8.5 Positive Pay Product Warranty. Customer acknowledges that Aurum does
not employ experts in detecting fraud and that use of the Positive Pay
Product may not eliminate all risks or exposures to fraud that is
inherent in Customer's business. Customer agrees to accept full
responsibility for the payment of all instruments, whether or not the
instrument passed the scrutiny of the Positive Pay Product and
Customer will indemnify, defend and hold harmless Aurum against any
claim made by any person or entity that is based on Aurum's providing
access to and use of the Positive Pay Product, provided, however, that
Aurum's provision of the Product was neither negligent nor involved
willful misconduct.
SEE SS. 7.7 (DISCLAIMER OF WARRANTIES) OF THE GENERAL TERMS AND
CONDITIONS ENTERED INTO CONCURRENT HEREWITH.
9. BCX SERVICES.
CUSTOMER HAS ELECTED NOT TO RECEIVE THIS SERVICE AS OF THE EFFECTIVE
DATE OF THIS AGREEMENT.
10. MICROFILM REPLACEMENT.
CUSTOMER HAS ELECTED NOT TO RECEIVE THIS SERVICE AS OF THE EFFECTIVE
DATE OF THIS AGREEMENT.
11. CUSTOMER RESPONSIBILITIES. Customer will do the following:
11.1 Deliver to Aurum all Items, in a condition and form consistent with
the generally accepted requirements of a high-speed item processing
operation. Customer assumes full responsibility for the accuracy,
completeness, and authenticity of all Items furnished to Aurum, and
Aurum may rely thereon and will have no obligation or responsibility
to audit, check, or verify the Items, provided, however, that Aurum
uses commercially reasonable efforts to correct Items where practical
and alert Customer to Item processing problems. Without limiting the
generality of the foregoing, Customer will have sole responsibility
for (a) verifying dates, signatures, amounts, authorizations,
endorsements, payment notices, collection times, fees and charges
imposed by Customer on its customers and other similar matters on all
Items delivered to Aurum; (b) placing stop payments and holds on
Accounts; and (c) determining the correctness of all magnetic ink
inscribed or appearing on Items, regardless of by whom or when
inscribed, provided, however, that in each case, Aurum will use
commercially reasonable efforts to assist Customer with same and alert
Customer to identified problems. If any Items submitted to Aurum are
incorrect, or in a condition inconsistent with the generally accepted
requirements of a high speed item processing operation, Aurum may(i)
require Customer to resubmit completed and corrected Items, or if
Aurum is unable to contact a Customer designated-representative
regarding same, (ii) correct and complete the Items itself and
Customer will pay Aurum the charges for any additional services
provided by Aurum to correct or complete such Items or otherwise
prepare such Items for processing;
11.2 Take reasonable efforts to provide Inclearing, Unencoded and
Pre-encoded Items to Aurum each Business Day in accordance with the
schedule set forth in Section 12, Processing Times;
Page 17 of 24
11.3 Provide to Aurum by mutually agreeable means, current information
reasonably required by Aurum concerning the Accounts offered by
Customer to its end-customers and internal Customer general ledger
accounts;
11.4 Take reasonable efforts to ensure that all Items and other documents
or media which Aurum may be required to process under this Schedule
are in a format acceptable to Aurum and contain, in machine readable
form, the data and information required by Aurum;
11.5 Ensure appropriate personnel of Customer are properly trained to
utilize the Item Processing Services;
11.6 Balance, in a manner mutually agreed to by the parties, non-business
Account statement cycles for monthly periodic statements so that
approximately the same number of statements are to be prepared on each
of the statement cycles (not more than twenty (20) Business Days
during the month). The monthly statement print files will be
transmitted, in a format mutually agreed to by the parties, including
intelligent insertion marks or bar coding indicating the number of
Items to be enclosed with each statement;
11.7 Communicate any changes or modifications to the statement cycle,
permanent or temporary, to Aurum at least five (5) Business Days in
advance of the Statement Cycle Date;
11.8 Cooperate with Aurum in the performance of Item Processing Services
and provide to Aurum such data and information, management decisions,
regulatory interpretations and policy guidelines as Aurum reasonably
requires;
11.9 Provide Aurum with a current contact list and escalation procedures to
ensure that production problems and other issues requiring Customer
attention are addressed on a timely basis by the appropriate
individual(s); Aurum shall provide Customer with a current Aurum
contact list and escalation procedures so Customer may contact Aurum
for off-hours support and discuss other issues requiring attention by
Aurum on a timely basis by the appropriate individual(s);
11.10 Be responsible for the transportation of all Items, records, and
other data between Customer offices and the Service Center and the
related costs;
11.11 Appoint Aurum as its agent for purposes of receiving Items from and
returning Items to clearing organizations. Customer will notify all
appropriate third parties of such appointment and pay or reimburse
Aurum for any charges payable to such clearing organizations for, or
required as a condition to, so receiving or returning Items;
11.12 Forward directly to Aurum any On-Us Items or other Items that are
posted by or on behalf of Customer without being entered into the
clearing process;
11.13 Seek mutual agreement of the parties of networking and communication
devices provided by Customer to ensure compatibility with the Aurum
System; and
11.14 Provide adequate space for the installation of telephone drop(s)
necessary to connect Customer's terminals with the telephone lines
that communicate with the Aurum Systems. Aurum agrees to schedule with
the telephone company the technical aspects of said installation of
the data communications telephone lines. Charges made by the telephone
company for the initial installation and ongoing costs of the data
communications telephone lines along with any additional drops or
changes to the drop locations in the future will be the responsibility
of Customer.
Page 18 of 24
12. PROCESSING TIMES. Processing times may be adjusted upon mutual agreement
between Aurum and Customer. Times shown are displayed in military time and
are based on Pacific Time.
12.1 Customer Delivery Requirements:
Over-the-Counter Items Business Day - Monday through
*
Inclearing Items Business *
*
*
12.2 File Transmission Requirements:
Over-the-Counter Transmission *
Aurum *
*
Inclearing Transmission by Aurum *
*
Memo Posted Item File by Aurum *
*
Statement Print Text *
Transmission(s) Completed by *
Customer *
Statement Reconciliation File *
Transmission(s) Completed by *
Customer - Image Statement Only *
Exception Item File Transmission *
Completed by Customer *
Return Item File Transmission by *
Customer *
Miscellaneous Print File Ten *
Transmission(s) Completed by *
Customer *
Image Item Export Transmission by *
Aurum *
Image Cash Letter Transmission by *
Aurum *
12.3 Same Day Settlement by Aurum:
Same Day Settlement Adjustments *
Same Day Settlement Adjustments *
Documentation Available for *
Pick-Up *
12.4 Image Archive Made Available by Aurum.
Image Archive Available by Aurum *
12.5 Return Items and Large Item Returns by Aurum:
Page 19 of 24
Return Item Cash Letter Available*
Pick-Up *
Large Item Notifications *
Large Item Notification Report *
Available for Pick-Up *
12.6 Exception Items or Crippled Statements Available for Pickup by
Customer:
Exception Items Available for *
Pickup by Customer *
12.7 Print Available for Pickup by Customer:
Print Available for Pickup by *
Customer *
12.8 BCX Processing Times. Customer Delivery Requirements.
NOT APPLICABLE AS CUSTOMER HAS ELECTED NOT TO RECEIVE BCX SERVICES AS
OF THE EFFECTIVE DATE OF THIS AGREEMENT.
12.9 Outgoing Cash Letter Made Available by Aurum.
Outgoing Cash Letters Available *
for pickup by Customer *
12.10 Image Interface Access.
Internet Banking Vendor (S1) *
access to Aurum Image Archive *
12.11 Fraud Mitigation.
Fraud Mitigation *
12.12 Signature Verification
Signature Verification *
12.13 Positive Pay
Positive Pay *
13. PERFORMANCE STANDARDS. The parties acknowledge that the foregoing and the
following are lists of acceptable time performance standards. In the event
any performance is suspected or deemed to be unacceptable, Aurum shall
research the cause, with Customer's reasonable assistance, and will take
corrective action (where Aurum is responsible) or recommend corrective
action (where Customer is responsible) and initiate action for correction
as soon as reasonably practicable. *
*
*
Page 20 of 24
*
*
*
*
Beginning on the first day of the calendar month immediately following the
expiration of one hundred and twenty (120) days after the date Customer
begins using the Item Processing Services in a production environment,
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
13.1 Performance Standards.
(a) Inclearing Image Capture:
Service As set forth in this Schedule.
Description
Prerequisites Inclearing Items are presented in the industry
standard format of:
- not greater than 250-300 Items per batch and
- listing for each bundle and
- Item order matching listing and
- one (1) cash letter summary listing per
sending endpoint.
Inclearings Items are delivered to Aurum
in accordance with the schedule set forth in
Section 12, Processing Times.
*
*
Service Level Aurum will initiate the transmission of the
Inclearing Item Posting File to Customer's Data
Processing Services Provider or Aurum's core
system, as appropriate, in accordance with
Section 12, Processing Times, *
*
*
*
*
*
*
Measurement Aurum daily transmission report.
Late transmissions reported for review,
validation and tracking.
(b) Over-the-Counter Item Image Capture:
Service As set forth in this Schedule.
Description
Prerequisites Over-the-Counter Items are presented in a
clean and orderly fashion.
Page 21 of 24
Pre-encoded Items are presented in the
industry standard format of:
- not greater than 250-300 Items per batch and
- listing for each bundle and
- Item order matching listing
All items oriented in the same direction
Over-the-Counter Items are delivered to Aurum
in accordance with the schedule set forth in
Section 12, Processing Times.
*
*
Service Level Aurum will initiate the transmission of the Over-
the-Counter Item Posting File to Customer's Data
Processing Services Provider or Aurum's core
system, as appropriate, according to Section
12, Processing Times, *
*
*
*
*
*
*
Availability of outgoing cash letter Items each
Business Day by the time set forth in Section 12,
Processing Times, *
*
Measurement Aurum daily transmission report.
Late transmissions reported for review,
validation and tracking.
(c) Image/Truncated Render:
Service As set forth in this Schedule.
Description
Prerequisites Delivery of printed statements, image match file
and statement fine sort file in accordance with
the schedule set forth in Section 12, Processing
Times.
Marketing inserts are available ten (10) days
prior to insertion; must be of a size,
format and quality acceptable to Aurum.
Service Level *
*
*
*
*
*
Measurement Monthly statement volume.
Monthly report of statement activity maintained
by Aurum.
(d) Outgoing Returns/Qualified
Service As set forth in this Schedule.
Description
Prerequisites Complete Return Item data file transmission
from Customer's Data Processing Services Provider
or Aurum's core system, as appropriate, has been
received
Page 22 of 24
by Aurum by the time specified in Section 12,
Processing Times.
Service Level *
*
*
Measurement Aurum daily transmission log.
Monthly Return Item volume.
Customer maintained log of late Return Items
volume.
Late Return Items reported for review,
validation and tracking.
(e) Large Items Notifications and Return.
Service As set forth in this Schedule.
Description
Prerequisites Complete Return Item data file transmission from
Customer's Data Processing Services Provider or
Aurum's core system, as appropriate, has been
received by the time set forth in Section 12,
Processing Times.
Service Level On-time electronic notification of dishonored
Items of *
*
*
*
Measurement Aurum daily transmission log.
Monthly large Items notification volume.
Customer maintained log of late large Item
notifications volume.
Late large Item notifications reported for
review, validation and tracking.
(f) Online Image Archive.
Service As set forth in this Schedule.
Description
Prerequisites Meeting Inclearing Image Capture prerequisites.
Meeting Over-the-Counter Image Capture
prerequisites.
Service Level Availability each Business Day by the time set
forth in Section 12, Processing Times, *
*
Measurement Aurum daily on-line reports.
Customer reported instances for which archived
image Item access was late.
13.2 Certain Exceptions. Notwithstanding anything to the contrary in this
Schedule, Aurum will not be responsible for, and may exclude from the
calculation of compliance with the performance standards, any failure
to meet a performance standard if, during, and to the extent that such
failure is related to or caused by (i) any matter constituting force
majeure, provided, *
*
* (ii)
Page 23 of 24
Customer's failure to materially perform its obligations under this
Schedule where such failure was the proximate cause of Aurum's failure
to meet the performance standard, and Aurum was not negligence, (iii)
special production jobs, testing procedures or other services which
are given priority at the request of Customer, (iv) any significant
increase in processing volumes or business resulting from the
acquisition, directly or indirectly, of assets or stock of a financial
institution by Customer, whether by merger or otherwise, (in each case
during a reasonable transition period not to exceed three months), (v)
significant unforeseen increases in processing volumes or business (in
each case during a reasonable transition period not to exceed three
months), (vi) any significant change in the manner in which Customer
conducts its business for which Customer did not provide Aurum with
prior notice (in each case during a reasonable transition period not
to exceed three months). Multiple Occurrences on consecutive Business
Days for up to three (3) Business Days for the same performance
standard which are the result of the same System-related cause will be
considered a single Occurrence.
13.3 Performance Standard Credits. *
*
*
*
*
*
*
*
Page 24 of 24
AURUM TECHNOLOGY INC.
ADDENDUM TO IMAGE ITEM PROCESSING SERVICES SCHEDULE
ADDITIONAL SERVICES - VIP DEPOSITS
In furtherance of the Image Item Processing Services Agreement ("Agreement")
entered into between the parties, the following Additional Services are hereby
added to the Agreement and shall remain in effect for the term of the Agreement
in accordance with the terms of such Agreement.
COMMENCEMENT DATE
The Commencement Date shall be the Effective Date as set forth on the Signature
Page attached hereto.
1. ADDITIONAL SERVICES/AURUM RESPONSIBILITIES. Aurum will provide to Customer,
as additional services, VIP Deposits services ("VIP Deposits") on a
schedule as agreed to by Aurum and Customer. The VIP Deposits will be
received by Aurum directly from the Customer's end-customer. Aurum will
receive VIP Deposit bags, open such bags under dual custody, log and
process deposits and return all tapes, correspondence, copies of Customer's
end-customers deposit slips, and any loose Items to Customer. Aurum will
not be responsible for any cash received in a VIP Deposit. For any VIP
Deposit received by Aurum with cash, the cash portion of such deposit will
not be processed. Aurum will make available to Customer the cash portion of
the VIP Deposit via special courier, ordered by Aurum with financial
responsibility for the courier the sole responsibility of Customer once
such cash portion is turned over to such courier by Aurum. The unit price
for VIP Deposits does not include the per Item charges, which are addressed
separately as Proof of Deposit Encoding, Proof of Deposit Capture Items, or
Pre-encoded Item Capture Items.
Customer will indemnify, defend, and hold harmless Aurum from any and all
claims, actions, damages, liabilities, costs and expenses, including
without limitation, reasonable attorney's fees and expenses, arising out of
any claims related to the Additional Services described herein.
2. Customer Responsibilities. Customer will: (1) be financially responsible
for all courier services used to deliver VIP Deposits to Aurum or to return
cash deposits received from Customer's end-customer to Customer, including
but on limited to, courier destination charges and courier bags, envelopes
and tags; (2) will be responsible for ensuring that the Customer's
end-customer name will be reflected on the incoming bag/envelope; (3)
Submit requests in writing to the attention Aurum Item Processing Center's
Help Desk seventy-two (72) hours prior to the first expected delivery for
specific Customer's end-customer, including but not limited to the
following information: (i) end-customer name(s) and account number(s) as it
appears on the deposit slip. All Deposits that will be included with this
client delivery must be included in as VIP clients to Fidelity (ii) name of
Courier Company making the delivery; and (iii) dates and times of the
deliveries to the Aurum Item Processing Site. End-Clients and couriers must
be informed that the VIP Deposit must be delivered to the Aurum Item
Processing site no later than 1830 hours Monday through Friday for same day
processing.
3. In consideration for Aurum providing the VIP Deposits services described
above, Customer shall pay Aurum the one-time fees, if applicable, set forth
in ATTACHMENT 1 DATED SEPTEMBER 13, 2006 ("Attachment 1") as follows: *
*
*
*
* as evidenced by Aurum turning the services over to Aurum
support (the "Commencement Date"). Customer shall begin paying the
recurring fees, if applicable, set forth in the Pricing Attachment to Aurum
on the Commencement Date and shall continue to make payment of such
recurring fees in accordance with the payment terms of the Agreement. Such
recurring fees are subject to adjustment annually pursuant to the terms of
the Agreement.
4. The fees set forth in Attachment 1 are in addition to other fees payable by
Customer pursuant to the Agreement. All terms and conditions of the
Agreement not amended by this Addendum shall remain in full force and
effect in accordance with their terms. In the event of any conflict between
the Agreement and this Addendum, the terms and conditions of this Addendum
will control.
Page 1 of 1
*
*
*
REVISED: *
*
*
**************
or Unit Monthly
Description Volume ***** Fee Fee
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SERVICE BUREAU PROCESSING AGREEMENT
SCHEDULE OF FEES FOR CONTRACTED SERVICES
BRIDGE BANK
REVISED: SEPTEMBER 13, 2006
ATTACHMENT 1
FIDELITY ITEM PROCESSING
One-Time Fees
1 = Yes One-Time
or Unit One-Time
Description Volume Unit Fee Fee
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * One-Time * *
* * Per Customer * *
* * Per Institution * *
* *
ASSUMPTIONS REGARDING ITEM PROCESSING SERVICES:
1. One Cash Letter Endpoint Included.
2. Signature verifications (unless signature verification service is being
utilized) are the responsibility of the Client.
3. Fidelity will prepare the Federal Reserve Bank Return Item Cash Letter.
Couriers, if applicable, will be the responsibility of the Client.
4. Workstations will be connected via the Client's TCP/IP wide area network to
the Fidelity check processing center.
5. Statement text and image printed on paper purchased from Fidelity.
Statement inserts will be provided by Client.
6. Statement envelopes will be purchased from Fidelity. Postage and Courier
costs paid for by Client on a pass-through basis.
7. An impression is defined as one printed side of a page. A simplex page is
one impression and a duplex is two impressions.
8. Fees do not include out of pocket travel and related expenses.
9. Disclosed Item Volumes as of September 2006. *
*
ASSUMPTIONS REGARDING FRAUD SERVICES:
1. Fraud Mitigation includes installing the Fraud Software on up to 5
*
*
*
*
* For Positive Pay services, Fidelity will be responsible for returns.
Fidelity will default decisions to either pay-all or pay-none. Client's
customer must finalize *
*
*
*
*
*
8. *
*
ATTACHMENT 1
SERVICE BUREAU PROCESSING AGREEMENT
SCHEDULE OF FEES FOR CONTRACTED SERVICES
BRIDGE BANK
REVISED: SEPTEMBER 13, 2006
ATTACHMENT 1
RECAP OF ALL FEES
ONE TIME MONTHLY
DESCRIPTION FEES FEES
* * *
* * *
* * *
ASSUMPTIONS REGARDING OVERALL FEE SCHEDULE:
1. All stated fees subject to the CPI adjustments pursuant to the Agreement.
2. *
3. All travel and travel related expenses are not included with any of the
products outlined above. They will be invoiced on a pass-through basis.
4. Pricing subject to change if any assumptions are not valid as stated in
this Attachment.
5. Tax and Shipping Charges are not included as part of this pricing.
6. TELECOMMUNICATIONS IS AN EXTREMELY IMPORTANT PART OF THIS ATTACHMENT.
CURRENTLY THERE HAS NOT BEEN AN ESTIMATE FOR THESE SERVICES. IF NEEDED, A
SEPARATE FEE SCHEDULE WILL BE GENERATED.
ATTACHMENT 1
AURUM TECHNOLOGY INC.
COMMERCIAL CAPTURE XPRESS SCHEDULE
INITIAL TERM
Five (5) years
RENEWAL TERM
Five (5) years
COMMENCEMENT DATE
The Commencement Date is the date that the Commercial Capture Xpress System is
first installed and available for Customer's use in a production environment
which is signified by Aurum turning the system over to Aurum support.
This Schedule together with any attachments and/or exhibits hereto, the General
Terms and Conditions to be signed concurrently ("General Terms"), and any
written modifications thereto signed and agreed to by AURUM TECHNOLOGY INC. of
Maitland, Florida ("Aurum"), an indirect wholly-owned subsidiary of a publicly
traded company, Fidelity National Information Services, Inc., and BRIDGE BANK,
N.A. of San Jose, California ("Customer") from time to time hereafter shall be
referred to as the "Commercial Capture Xpress Agreement" or "Agreement".
This Schedule supersedes and replaces any and all prior agreements between the
parties and/or their affiliates, subsidiaries, predecessors, successors, or
assigns for the same or similar services as those described in this Schedule.
1. DEFINITIONS
In addition to any other defined terms contained in the General Terms, the
following terms will have the following meanings with regard to this
Schedule:
1.1 "ACH" shall mean Automated Clearing House electronic transactions.
1.2 "CCX CHECK IMAGE ARCHIVE" shall mean an Aurum facility where the Check
Images processed through CCX are stored and archived in accordance
with this Agreement.
1.3 "CHECK" shall mean the first paper check presented to the End User by
its customers on which is recorded information evidencing a withdrawal
from or draft against such customer's demand deposit account or other
checking account drawn on a financial institution located in the
United States
1.4 "CHECK 21" shall mean the Check Clearing for the 21st Century Act.
1.5 "CHECK IMAGE" shall mean the digital representation of a Check.
1.6 "COMMERCIAL CAPTURE XPRESS SYSTEM" or "CCX" shall mean the application
described in this Agreement.
1.7 "END USER" shall mean a customer of Customer who is using the
Commercial Capture Xpress System pursuant to an agreement with
Customer.
1.8 "MICR" shall mean the magnetic ink character recognition information
that is encoded on Checks for processing.
1.9 "PROCESSING DEADLINE" shall mean the hour each business day by which
End Users must submit Check Images to the Commercial Capture Xpress
System for processing on the same day.
Page 1 of 14
1.10 "SERVICES" shall mean the services described herein.
1.11 "SUBSTITUTE CHECK" shall mean a paper reproduction of a Check meeting
the requirements of Check 21. A Substitute Check may also be referred
to as an Image Replacement Document or IRD.
2. TERM
Unless otherwise terminated as provided for in the General Terms or as may
be set forth herein, the term of this Agreement shall commence on the
Commencement Date as set forth and shall expire at the end of the Initial
Term set forth above ("Initial Term"). Thereafter, this Agreement will
automatically renew for successive periods of the Renewal Term set forth
above unless Customer gives Aurum written notice at least one hundred
eighty (180) days prior to the expiration date of the Term then in effect
that the Agreement will not be renewed beyond such Term. The Initial Term
and the Renewal Terms are herein collectively referred to as "Term".
3. FEES
Customer agrees to pay to Aurum fees for Services as set forth in AMENDMENT
- ATTACHMENT 1 DATED JUNE 12, 2006 ("Attachment 1") beginning on the
Commencement Date in accordance with the payment terms set forth herein.
One-time fees set forth in Attachment 1 shall be paid as follows: fifty
percent (50%) of such fees upon execution of this Schedule and the
remaining fifty percent (50%) of such fees on the Commencement Date. Aurum
reserves the right to adjust at any time, pass-through costs, fees and
charges, outside its control, including without limitation,
telecommunications charges associated with providing the services described
in this Schedule. The fees for the first Renewal Term shall be an amount
equal to the rate paid by Customer on the last day of the Initial Term plus
any adjustments permitted by Paragraph 5.4 of the General Terms and shall
continue to be adjusted pursuant thereto each year of the Renewal Term.
4. COMMERCIAL CAPTURE XPRESS SERVICES
4.1 Aurum will provide to Customer access to and use of the Commercial
Capture Xpress System for servicing Customer's customers ("End User").
4.2 The Commercial Capture Xpress System will:
4.2.1 Support Aurum certified Check scanners via a secured internet
connection;
4.2.2 Capture the Check Image and enable review and keying of the MICR
data by End User;
4.2.3 Convert eligible Check Image and/or accompanying data to an ACH
transaction or x9.37 formatted file;
4.2.4 Provide access to an archive of the captured Check Images for a
period of twenty four (24) months by storing the Check Image or
Substitute Check on the CCX Check Image Archive, provided however
that Customer and Aurum may mutually agree in writing to archive
Check Images for a longer duration; and
4.2.5 Provide Customer with access to then-standard reports.
5. AURUM OBLIGATIONS Aurum shall:
Page 2 of 14
5.1 Provide no more than two (2) Business Days of on-site training to
Customer. Additional on-site training will be provided at Aurum's
then-current rates;
5.2 Provide telephone support and training ("Telephone Support") to
Customer as may be reasonably necessary. Aurum will provide telephone
Support to End Users for an additional fee as set forth in the
Attachment 1;
5.3 Provide maintenance for certified Check scanners provided by Aurum to
Customer in accordance with this Agreement and the Attachment 1. Aurum
shall not be held responsible for failures caused by Customer and/or
End Customer or for failures to hardware workstations or
telecommunications failures; and
5.4 Use commercially reasonable efforts to "brand" CCX with Customer's
logo, and colors. In furtherance hereof, Customer hereby grants Aurum
a non-exclusive, limited license to use certain trademarks solely in
connection with this Section. Aurum will not acquire any interest in
the trademarks by virtue of this Agreement, its activities under it,
or any relationship it has with Customer, except the rights granted
pursuant to this Section. Upon any termination or expiration of this
Agreement, Aurum will immediately cease any use of the trademarks.
Customer's request for additional custom design of CCX beyond the
"look and feel" of Customer's logo will be accepted and performed
within Aurum's sole discretion at Aurum's then-current rates for such
services.
6. CUSTOMER OBLIGATIONS
Customer shall:
6.1 Install the Commercial Capture Xpress System at the location of each
of its End Users or engage Aurum End User Support Services to install
remotely based on End User Set Up Information provided by Customer to
Aurum;;
6.2 Provide resources necessary to set up, train and support End Users as
necessary for the proper operation of CCX or engage Aurum End User
Support Services;
6.3 Adhere to Aurum recommendations regarding procedures, Check Image
scanners, other hardware, software, minimum specifications, and
telecommunications and/or, for an additional fee, direct Aurum to
provide installation, training and operational support to the End User
for CCX;
6.4 Authorize End Users to approve Check Images and accompanying data
submitted by End Users including but not limited to verifying MICR
data;
6.5 Direct Aurum to submit Check Images for collection using one of the
Aurum-certified methods for collection as set forth in Attachment 1;
6.6 Restrict usage of CCX to its stated purpose;
6.7 Inform End User in writing that use of CCX is dependent on End User's
internet connectivity via a Digital Subscriber Line (DSL) or greater
bandwidth and that End User is responsible for trouble shooting
internet connectivity issues with their Internet Service Provider
(ISP); and
6.8 Execute a written agreement with each End User that is consistent with
the spirit of this Agreement ("End Customer Agreement"). Each End
Customer Agreement shall, at a minimum, set forth: (a) the obligations
of each End User to comply with applicable federal and state laws,
rules and regulations regarding the use of CCX in light of Check 21
and ACH Rules and Regulations; (b) a disaster recovery procedure
administered by
Page 3 of 14
Customer that allows End Customers an alternative method to deposit
Checks in the event of equipment failure, telecommunications failure
or outages and other system problems that may arise during the term of
this Agreement. Customer shall not make any commitment to an End User
that exceeds the commitments made by Aurum to Customer pursuant to
this Agreement. Customer will make no representations, guarantees, or
warranties on behalf of Aurum regarding CCX that are not previously
authorized in writing by Aurum or which are in conflict with the
representations, guarantees or warranties set forth in this Agreement.
7. PERFORMANCE STANDARDS
7.1 Aurum will provide access to the CCX between the *
*
*
*
*
*
*
*
*
*
*
7.2 Telephone Support will be available between the hours of *
*
7.3 *
*
*
*
7.4 Service Level Standards in Appendix A, attached hereto, have been
mutually agreed upon and are included as part of this Agreement.
8. DISCLAIMERS
8.1 Customer acknowledges that the Commercial Capture Xpress System does
not detect fraudulent Checks nor indemnify Customer against any claims
including those filed under Check 21 or ACH Rules and Regulations.
Customer acknowledges and agrees that use of CCX will not eliminate
the risk or exposure that is inherent in Customer's check processing
services.
8.2 Customer agrees to accept full responsibility for the payment of all
Checks processed using CCX and shall indemnify, defend and hold
harmless Aurum from and against any and all claims made by any such
person(s) or entities arising out of or in connection with access to
or use of the Commercial Capture Xpress System.
8.3 WITH RESPECT TO COMPUTER HARDWARE AND SOFTWARE SUPPLIED BY THIRD PARTIES
AND USED BY AURUM IN PROVIDING THE SERVICES UNDER THIS ADDENDUM, AURUM DOES
NOT MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER ABOUT THEIR PERFORMANCE
OR LEGAL OR REGULATORY COMPLIANCE, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Customer acknowledges
that Aurum has no duty or responsibility to modify any such third-party
product, except to the extent that the vendor thereof has such a duty or
responsibility to modify such product pursuant to the applicable agreement
between Aurum and such vendor.
SEE SS. 7.7 (DISCLAIMER OF WARRANTIES) OF THE GENERAL TERMS AND
CONDITIONS ENTERED INTO CONCURRENT HEREWITH.
Page 4 of 14
APPENDIX A
SERVICE LEVEL STANDARDS
These Service Level Standards provide the requirements and performance criteria
for Aurum's delivery and availability of the Commercial Capture Xpress system
(CCX), and Aurum's correction of software and system problems. For purposes of
this Appendix, all references to "Support Services" shall be deemed to be part
of the Services referenced in this Appendix. All references herein to the CCX
and related hardware and software are collectively referred to as the "System".
1. SYSTEM MAINTENANCE AND SUPPORT
A. OVERVIEW OF SUPPORT SERVICES
During the term of the Support Services, Aurum will maintain and support
the System in accordance with this Appendix. Such Support Services shall
include all fixes, upgrades and other services necessary to cause the
System to operate in conformity with applicable Aurum Software and System
specifications set forth in the Documentation and other System manuals.
B. TECHNICAL SUPPORT HOURS
Aurum shall make its Technical Support available Monday through Friday,
* These
Support Services are available Monday through Friday, excluding holidays
recognized by the Federal Reserve Bank in addition to holidays published by
Customer. *
*
C. CONTACT FOR SUPPORT SERVICES
TELEPHONE
Aurum Technical Support can be reached by telephone at:
The main telephone number *
*
*
*
Technical Support telephone numbers or email addresses change, Aurum
will notify Customer in writing at least two (2) weeks in advance. Each
new request is entered into a tracking system; a case number is
assigned and given to the caller.
E-MAIL
o Customer may contact Aurum electronically by sending *
* Each new e-mail issue is entered into a
tracking system, a case number is assigned, and an initial
response will be delivered, whenever possible, by e-mail.
Emails from Aurum to Customer will be sent to Customer as
directed by Customer Information Request during
implementation.
In some cases, due to the nature of the problem, it may be necessary to
respond via other methods such as phone.
D. ROLES AND RESPONSIBILITIES
The roles and responsibilities of Aurum and Customer employees rendering
the Support Services are as follows:
Page 5 of 14
CCX TECHNICAL SUPPORT MANAGER - CUSTOMER
The CCX Technical Support Manager is responsible for managing the overall
End User support of the product. End User Level 1 support is the
responsibility of Customer unless Customer has engaged for Aurum "End User
Support Services".. The CCX Technical Support Manager escalates those
issues that are unable to be resolved by the Customer Level 1 support
personnel to Aurum.
CCX - TECHNICAL SUPPORT - AURUM
The Technical Support Operator is responsible for receiving and logging
requests received via phone or e-mail to the CCX Technical Support Team.
Making a preliminary assessment of problem/inquiry and routing to the
appropriate support tier.
END USER SUPPORT - AURUM
The Customers' customer (End User) is allowed to call Aurum
Technical Support directly for technical support regarding the
functionality and operation of the CCX application or certified
scanner issues. Aurum Technical Support will handle these support
calls in a similar manner as the Customer support calls. Customer
will notify Aurum Technical Support of all new End
Users/Depositors and supply basic contact information for each new
End User/Depositor.
1ST TIER SUPPORT REPRESENTATIVE - AURUM
The 1st Tier Support Representative is responsible for responding
to phone calls and to requests routed by the Technical Support
Operator (TSO). If the 1st Tier Representative is unable to
resolve requests within a specified time he/she will consult with
a 2nd Tier Representative, then the 3rd Tier Representative will
be consulted at the next escalation point.
2ND TIER SUPPORT REPRESENTATIVE - AURUM
The 2nd Tier Representative is responsible for assisting and
resolving requests escalated by the TSO or 1st Tier
Representatives. If the 2nd Tier Representative is unable to
resolve requests within a specified timeline he/she will consult
with a 3rd Tier Representative.
3RD TIER SUPPORT REPRESENTATIVE - AURUM
The 3rd Tier Representative is responsible for assisting and
resolving requests escalated by the TSO or 2nd Tier
Representatives. If the 3rd Tier Representative is unable to
resolve requests within a specified timeframe he/she will consult
with Development and/or an Implementation Consultant.
TECHNICAL SUPPORT MANAGER - AURUM
The Technical Support Manager is responsible for the tactical
operations of the group. This involves setting of performance
metrics, hiring, training, request-handling processes and End User
escalations.
E. SUPPORT SERVICES REQUEST PROCESS
Service requests received by the Aurum Technical Support Team follow a
standard procedure for resolution. A typical support request is handled as
follows:
Page 6 of 14
REQUEST RECEIPT
Requests directed to Technical Support are answered by a CCX Support
Representative. Requests directed to Aurum's main telephone number are
answered by a receptionist and will be re-directed to the CCX-Technical
Support Team.
REQUEST LOGGED
Each request will be logged into a request-tracking database. The
Technical Support Representative will request the following
information:
o Customer and/or End User name(s)
o Customer's representative's name
o Customer and/or End User telephone number(s)
o Customer's representative's e-mail address
o Customer's representative's
o FAX number
o Detailed description of the problem or question including
exact error messages
o Batch ID of issue or error
o Description of problem severity
o Whenever possible, screen shots of problems
o Business impact as determined by the End User; the Technical
Support
Representative will obtain adequate information to
initiate and facilitate recovery.
CASE NUMBER
Each request will be assigned a case number. This case number will
be given to Customer, along with the name of the Technical Support
Representative responsible for the case. All future information
regarding the case will be entered into the notes of each case in
the request-tracking database. Every attempt will be made by
Technical Support to ensure that the responsible Technical Support
Representative will be the single point of contact.
In event of a follow-up request, the Technical Support Representative
will request the case number from the initial request. If this case
number is not available, the Technical Support Representative will
research the request-tracking database and find the case number in the
most expedient manner.
CASE ASSIGNMENT
Each request will be assigned to the next available Tier 1 Technical
Support Representative and responded to within timelines specified by
the priority of the request specified in Section 1F below ("Request
Priority"). The date and time entered into the Tracking Database are
the baseline for escalation procedures. Each request will be assigned a
problem severity ranking from "P1"to "P3" pursuant to the Request
Priority.
REQUEST ESCALATION
The Technical Support Representative works within defined parameters
for resolving and escalating requests pursuant to the Request Priority.
Page 7 of 14
CALL-BACKS
All attempts are made to handle Technical Support requests at the time of
the initial call. However, during high request volume periods there may be
times where a Technical Support Representative is unavailable. In this
instance, the request will be logged and the Customer representative will
receive a call back from a Aurum Technical Support Representative in the
order pursuant to the Response and Resolution provisions set forth in
Section 1G below.
F. REQUEST PRIORITY
DETERMINING SEVERITY OF PROBLEM.
Each request for Support Services shall be based upon the severity of the
problem as determined by the classification of each "Request Priority" set
forth in the table below. Customer agrees that it will maintain an internal
End User service process regarding the System whereby End User calls
concerning the System go through a process of prioritization and internal
correction attempts before referral to Aurum thus assuring that problems
are properly referred to Aurum in accordance with the Request Priority.
PROBLEM NOT DUE TO AURUM.
If a problem is determined by Aurum to be caused by third party hardware or
software outside of the contract or control of Aurum, then Aurum shall
advise Customer in writing (via email) as to the third party cause of the
problem, but shall not be permitted to proceed with any additional services
without Customer's prior written consent (via email). Customer shall have
the option to: continue to employ Aurum for resolution of the problem at
Aurum's published rates for professional services; engage a third party to
resolve the problem; or if Customer disagrees with Aurum's assessment and
believes that the problem is the responsibility of Aurum hereunder, then
Customer shall escalate resolution of the problem as set forth below.
Notwithstanding the foregoing, for those third party problems that involve
nominal assistance from Aurum to resolve, Aurum will resolve such problems
at no charge to Customer, and Customer's prior consent to such nominal
assistance shall not be required.
ESCALATION PROCESS.
The parties hereto must agree that Aurum is responsible for resolution of
the problem and they must agree as to the priority of problem. If there is
disagreement between the parties, an initial discussion will be held
between Customer's CCX Technical Support Manager and Aurum's Technical
Support Manager, and if the parties are unable to agree on the priority,
either party may request that the discussion be escalated to the next level
of authority for each party, with further escalations, as requested by
either party in the following order:
CUSTOMER AURUM
SECOND LEVEL: VICE PRES./PRODUCT MANAGER/TEAM LEADER PRODUCT MANAGER
THIRD LEVEL: DIRECTOR OF OPERATIONS VICE PRESIDENT
FINAL LEVEL: EXECUTIVE VICE PRESIDENT EXECUTIVE VICE
PRESIDENT
PRIORITIES. The priority of a request for resolution of System problems
shall be prioritized in accordance with the Request Priority set forth
below:
PRIORITY DESCRIPTION/CATEGORY OF PROBLEM
P1 A - A critical problem that relates to the fundamental
functionality of the System and precludes productive use of the
System by Customer or by a majority of End Users of Customer.
This includes an outage of any CCX
Page 8 of 14
PRIORITY DESCRIPTION/CATEGORY OF PROBLEM
Software module as each such module is considered a subset of
the System. For example, if the Approval Module cannot be used
by all or a majority of the End Users.
B. System Outages due to server issues,
C. Connectivity Issues - System wide,
D. Inability of Customer or any End User to process any of the
following: a) Create Batch; b) Scan Checks; c) Approve Batch;
E. Aurum's inability or any delay in creating outgoing
collection and/or posting files;
F. Systematic scanner issues (affecting all or most End Users
ability to scan and /or view images),
P2 A. A significant problem that relates to the functionality of
the System, but does not preclude productive use of the
System.
B. Non-systemic Scanner Issues C. Connectivity Issues - End User
Specific
P3 An inconvenient problem that does not affect the functionality
or productive use of the System.
G. RESPONSE AND RESOLUTION
Aurum will respond and resolve problems in accordance to their Priority as
established above, pursuant to the Response and Resolution table set below:
CORRECTION PROGRESS
CORRECTION START TIME (FREQUENCY OF STATUS
PRIORITY WITHIN: REPORTS) TARGET COMPLETION TIME
P1 * * *
P2 * * *
P3 * * *
CORRECTION START TIME: Time from initial contact to when recovery
is started to be investigated.
CORRECTION PROGRESS: Update reports from Aurum as to the status of
the problem and corrections being undertaken. Send status reports
via phone call and email to escalation team based on the Priority
and Frequency listed above.
Page 9 of 14
TARGET COMPLETION TIME: System problems are corrected by permanent
fix or a workaround. If a workaround, there may still be
additional action steps to follow for a permanent fix (these steps
and their timing/completion are discussed and agreed to by Aurum
and Customer). Correction completion time will be deemed to have
occurred if a workaround has been provided by Aurum, so long as
Aurum continues to work on a permanent fix. Resolution will only
be considered complete when signed off by Customer.
COMPLETE INFORMATION AND MISUSE: The above performance criteria,
particularly those relating to Priority 1 problems, are subject to
the complete and timely receipt of information from, and
cooperation of, Customer, or its End User, as applicable, in
resolving the problem, and Aurum shall not be held responsible for
meeting the above criteria if a Priority 1 problem was directly
caused by the error or misuse by Customer or authorized users of
Customer, or was later determined by the parties to be a problem
caused by third party hardware or software outside of the contract
or control of Aurum.
H. PERFORMANCE PENALTIES FOR SUPPORT SERVICES NON-PERFORMANCE
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
I. RECIPROCITY
The parties agree that cooperation and timely information from one another
is essential to the relationship. Thus, these service levels are dependent
on each party giving timely cooperation and information concerning the
entire relationship in addition to resolution of a specific issue.
Therefore, to the extent that Customer fails to cooperate or provide
information in response to reasonable requests from Aurum thereof, Customer
shall be stopped from enforcement of these service level timelines set
forth in this Appendix.
J. TERMINATION RIGHTS AND PENALTY LIMITATIONS
The termination rights and performance penalties set forth in this Section 1 of
this Appendix shall be subject to the aggregate limitations set forth in Section
4 hereof.
2. SYSTEM AVAILABILITY
A. OVERVIEW OF SYSTEM AVAILABILITY
Page 10 of 14
Aurum shall maintain the System in a continual state of readiness, thereby
providing *
* ("CCX Primary Hours of
Operation"), excluding holidays recognized by the Federal Reserve Bank in
addition to holidays published by Customer. Aurum's performance in terms of the
uptime availability of the System ("System Availability") shall be monitored in
accordance with the criteria below. Also set forth below are the terms for
obtaining credits and termination remedies for non-performance. For purposes of
this Appendix, particularly with regard to performance criteria, System
Availability excludes Scheduled Maintenance or Uncontrolled Downtime as each is
defined below.
"Scheduled Maintenance" is defined to include Fixes, Updates, Upgrades, and
other modifications to the Aurum Software to keep it operating in conformity to
its specifications and Documentation and to enhance its operation, as
applicable. Scheduled maintenance shall only be performed during non-Primary
Hours of Operation. Aurum will use reasonable methods to notify Customer at
least 72 hours prior to performing any Scheduled Maintenance.
Customer acknowledges that from time to time the System may be inaccessible or
inoperable during the Primary Hours of Operation for the following reasons: (a)
insufficient or inadequate bandwidth or insufficient hardware/software
technology of Customer due to the failure of Customer to implement bandwidth or
hardware/software recommendations by Aurum in a timely manner; (b) problems with
hardware/software of Customer that is not under the use or control of Aurum or
its permitted subcontractors; (c) insufficient or inadequate bandwidth or
hardware/software of End User users of Customer; (d) general Internet
▇▇▇▇▇-outs, black-outs and slowdowns; (e) any "hacking" or "denial or service"
activity by a third party not due to negligence of Aurum with regard to
security; (f) any acts of God, the elements, war, civil disturbances, acts of
civil or military authorities or the public enemy, or other similar causes
beyond a Aurum's control; and/or (g) any problems due to a third party that is
not under contract with Aurum, or is due to a third party that is not under the
Aurum's direct or indirect control. Clauses (a) through (g) are collectively
referred to as "Uncontrolled Downtime".
Aurum retains the right to install patches on an "as needed" basis with regard
to emergencies or the shared components of the System's ASP environment.
NOTWITHSTANDING THE FOREGOING, IF INSTALLATION OF PATCHES BY AURUM, WHETHER FOR
EMERGENCIES OR NOT OTHER THAN DUE TO THE FAULT OF CUSTOMER OR FORCE MAJEURE
EVENTS, RESULTS IN AN UNAVAILABILITY OF THE SYSTEM DURING CCX PRIMARY HOURS OF
OPERATION, THE MONTHLY SYSTEM AVAILABILITY TOTAL WILL BE CORRESPONDINGLY REDUCED
AND AURUM WILL REMAIN LIABLE FOR PAYMENT OF THE CREDITS REFERENCED BELOW IN
ACCORDANCE WITH THE APPLICABLE SYSTEM AVAILABILITY PERCENTAGE. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE AGREEMENT OR THIS APPENDIX.
Aurum shall give notice and obtain the agreement of Customer, such agreement not
to be unreasonably withheld, to take the demonstration/test system with Customer
down or otherwise make it temporarily unavailable. Both parties shall cooperate
in good faith in the event that the circumstance arises.
B. SYSTEM AVAILABILITY TARGETS AND PENALTIES FOR NONPERFORMANCE
Performance criteria are based upon availability of the System during CCX
Primary Hours of Operation. Aurum agrees to meet the target rates and pay
the credits for failure to meet applicable System Availability criteria as
set forth below.
Target Rate
*
Page 11 of 14
BELOW TARGET RATE AND CREDITS
*
*
*
*
*
*
*
*
*
*
*
*
*
C. SYSTEM AVAILABILITY REPORT
The System Availability Report component measures the timely delivery of
the System Availability as composed by Aurum. This report will be used to
determine if the pre-defined service levels have been achieved.
Aurum agrees to deliver such report no later than the 15th calendar day of
each month for the prior month's activity.
D. TERMINATION RIGHTS AND PENALTY LIMITATIONS
The termination rights and performance penalties set forth in this Section
2 of this Appendix shall be subject to the aggregate limitations set forth
in Section 4 hereof.
3. FILE PROCESSING
A. FILE PROCESSING TARGETS AND PENALTIES FOR NONPERFORMANCE
Aurum agrees to meet the "File Processing Rate(s)" as specified below for
making outgoing files available to Customer, and Aurum shall pay the
corresponding credits below for its failure to meet such File Processing
Rates. The File Processing Rate represents the percentage of files each
calendar month that are made available in accordance with the deadlines
that will be established during implementation, which will be mutually
agreed to by both parties and in effect at the time of target measurement.
The CCX File Processing Rate will be updated at least annually as agreed to
by the parties. These files will be measured from CCX Primary Hours of
Operation. Files are moving to and from CCX to Customer and/or Aurum for
further processing.
Page 12 of 14
TARGET RATE
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
TERMINATION RIGHTS AND PENALTY LIMITATIONS
The termination rights and performance penalties set forth in this Section
3 of this Appendix shall be subject to the aggregate limitations set forth
in Section 4 hereof.
4. LIMITATION ON TERMINATION RIGHTS AND PERFORMANCE CREDITS
The parties hereby acknowledge and agree that with respect to termination rights
under this Appendix that Customer shall be obligated to give Aurum written
notice of termination no later than ninety (90) days after the occurrence of the
event upon which such termination is based.
*
*
*
*
*
*
*
*
*
* no event shall the
limitations set forth in this Section 4 in any way *
*
*
With regard to Aurum's performance obligations, Customer acknowledges an
exception for performance defaults occurring as a result of a force majeure
event, provided Aurum acknowledges that force majeure events attributed to "acts
or conditions beyond the reasonable control of such party" shall not include
acts
Page 13 of 14
or conditions caused by third parties under contract with Aurum or acts or
omissions by third parties under Aurum's direct or indirect control - as such
acts or omissions shall be deemed to be under the control of Aurum.
Page 14 of 14
SERVICE BUREAU PROCESSING AGREEMENT
SCHEDULE OF FEES FOR CONTRACTED SERVICES
BRIDGE BANK
REVISED: JUNE 12, 2006
AMENDMENT - ATTACHMENT 1
FIDELITY ITEM PROCESSING
MONTHLY PROCESSING FEES
DESCRIPTION
Commercial Capture Xpress (CCX) - Merchant Capture *
CCX - Base Image Processing Fee *
CCX - Merchant Access Fee 1 - 100 *
CCX - Merchant Access Fee 101 - 500 *
CCX - Merchant Access Fee above 500 *
CCX - Transaction Processing 1 - 25,000 *
CCX - Transaction Processing 25,001 - 100,000 *
CCX - Transaction Processing 1000,001 and above *
CCX - TXN Fee - Deposited items to any other collection agent *
COMMERCIAL CAPTURE XPRESS (CCX) - OPTIONAL SERVICES
CCX - CAR/LAR for End User *
CCX - TXN Fee - Fidelity to print Substitute Checks (IRD's) *
CCX - TXN - Fee - Incoming Electronic Returns *
CCS - End User (Merchant) Fidelity Call Center Support *
TOTAL MONTHLY ITEM PROCESSING OFFERINGS *
AMENDMENT - ATTACHMENT 1
SERVICE BUREAU PROCESSING AGREEMENT
SCHEDULE OF FEES FOR CONTRACTED SERVICES
BRIDGE BANK
REVISED: JUNE 12, 2006
AMENDMENT - ATTACHMENT 1
FIDELITY ITEM PROCESSING
*
DESCRIPTION
Summary of One-Time Fees *
CCX - Base Implementation Fee *
CCX - ▇▇▇▇▇▇ ▇▇-55 Duplex Scanner *
CCX - ▇▇▇▇▇▇ ▇▇-180 Duplex Scanner *
CCX - In-House IRD Print Software *
CCX - In-House IRD Printers *
CCX - Mag Tek STX - Single Item Duplex Scanner - No Ink Jet *
CCX - Mag Tek STX - Single Item Duplex Scanner - Rear Ink Jet *
CCX - Mag Tek STX - Single Item Duplex Scanner - F & R Ink Jet *
CCX - Panini 30 DPM, 100 Doc Feed, Ink Jet Scanner *
CCX - Panini 60 DPM, 100 Doc Feed, Ink Jet Scanner *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
* *
AMENDMENT - ATTACHMENT 1
SERVICE BUREAU PROCESSING AGREEMENT
SCHEDULE OF FEES FOR CONTRACTED SERVICES
BRIDGE BANK
*
AMENDMENT - ATTACHMENT *
RECAP OF ALL FEES
Description *
Total Item Processing Fee *
Total Fidelity Fees *
Monthly Credit on End User (Merchant) Fidelity Call Center
Support (Per Scanner) for the term of the contract *
Total Monthly Fees with Rebates *
ASSUMPTIONS REGARDING OVERALL FEE SCHEDULE:
1. All stated fees subject to the CPI adjustments pursuant to the Agreement.
2. Disclosed Asset size is $340,000,000 as of June 2006.
3. All travel and travel related expenses are not included with any of the
products outlined above. They will be invoiced on a pass through *
4. Pricing subject to change if any assumptions are not valid as stated in this
Attachment.
5. Tax and Shipping Charges are not included as part of this pricing.
6. TELECOMMUNICATIONS IS AN EXTREMELY IMPORT PART OF THIS ATTACHMENT. CURRENTLY
THERE HAS NOT BEEN AN ESTIMATE FOR THESE SERVICES. IF NEEDED, A SEPARATE
FEE SCHEDULE WILL BE GENERATED.
7. MONTHLY FEES WILL BE INCREASED TO THE CONTRACTUAL AMOUNT IN THE MONTH
FOLLOWING THE DISCLOSED REBATE(S) EXPIRATION.
AMENDMENT - ATTACHMENT 1
AURUM TECHNOLOGY INC.
NETWORK SERVICES SCHEDULE
INITIAL TERM
Sixty (60) months
RENEWAL TERM
Sixty (60) months
COMMENCEMENT DATE
The date that the Services are first installed and available for Customer's use
in a production environment which is signified by Aurum turning the system over
to Aurum support.
This Schedule together with any attachments and/or exhibits hereto, the General
Terms and Conditions to be signed concurrently ("General Terms"), and any
written modifications thereto signed and agreed to by AURUM TECHNOLOGY INC. of
Maitland, Florida ("Aurum"), an indirect wholly-owned indirect subsidiary of a
publicly traded company, Fidelity National Information Services, Inc., and
BRIDGE BANK, N.A. of San Jose, California ("Customer") from time to time
hereafter shall be referred to as the "Network Services Agreement" or
"Agreement". Except where specifically noted to the contrary, all times stated
herein are based upon Customer's location as stated in this Agreement.
This Schedule supersedes and replaces any and all prior agreements between the
parties and/or their affiliates, subsidiaries, predecessors, successors, or
assigns for the same or similar services as those described in this Schedule.
1. TERM
Unless otherwise terminated as provided for in the General Terms or as may
be set forth herein, the term of this Network Services Agreement shall
commence on the earlier of (a) the Effective Date as set forth on the
Signature Page attached hereto or the (b) Commencement Date, as set forth
above, and shall expire after the Initial Term provided above. Thereafter,
this Network Services Agreement will automatically renew for successive
Renewals Terms as provided above unless either party gives the other party
written notice at least one hundred eighty (180) days prior to the
expiration date of the Term then in effect that this Network Services
Agreement will not be renewed beyond such Term. The Initial Term and the
Renewal Terms are herein collectively referred to as "Term".
2. FEES
Customer agrees to pay to Aurum the fees for Services as set forth in the
Network Services Proposal ("NSP") Summary attached hereto, beginning on the
Commencement Date in accordance with the payment terms set forth in the
General Terms. Customer shall begin paying the recurring fees to Aurum on
the Commencement Date for Services and shall continue to make payment of
such recurring fees in accordance with the payment terms of the Agreement
for so long as Aurum shall be providing services to Customer pursuant to
the Agreement. The recurring fees are subject to adjustment annually
pursuant to Section 3.4 of the General Terms. Additional professional
services requested by Customer shall be billed to Customer at Aurum's then
current rate for such professional services.
*
*
* In addition to the fees and charges stated in this
Agreement, Aurum will invoice Customer, and Customer will pay for Aurum's
reasonable travel and related expenses incurred in providing the Services.
Customer also agrees
Page 1 of 1
to pay additional data communication charges, or other services contained
in the NSP, if applicable. In addition to the fee increases provided
elsewhere in the Agreement, Aurum may increase fees and charges in this
Schedule based upon market increases in telecommunications access/bandwidth
fees and charges, as applicable.
3. SERVICES DESCRIPTION
Aurum agrees to provide the network services, circuits, equipment and
professional services contained in NSP SUMMARY NO. 18273 DATED JUNE 15,
2006, attached hereto, which is hereby incorporated into this Agreement by
this reference.
SEE ALSO Network Management Agreement attached hereto which is
hereby incorporated into this Agreement by this reference for
additional information and service level standards.
4. SCHEDULING SERVICES
Aurum and Customer will mutually agree upon a schedule of when and where
the Services will be performed.
5. CUSTOMER RESOURCES REQUIRED
Customer agrees to cooperate with Aurum during the provision of the
Services by making the necessary members of Customer's staff available to
work with Aurum's personnel at the times and locations reasonably requested
by Aurum.
Page 2 of 2
NETWORK SERVICES PROPOSAL (NSP) SUMMARY
FIDELITY
INTEGRATED FINANCIAL SOLUTIONS
A DIVISION OF FIDELITY NATIONAL FINANCIAL
CLIENT SECTION
FINANCIAL INSTITUTION NAME: BRIDGE BANK DATE: JUNE 15, 2006
FINANCIAL INSTITUTION CITY: ▇▇▇ ▇▇▇▇ ▇▇▇▇▇: ▇▇ ▇▇▇▇▇
FINANCIAL INSTITUTION PHONE:▇▇▇-▇▇▇-▇▇▇▇ NSP NO.: 18273
FINANCIAL INSTITUTION CONTACT: NUMBER OF SITES: 2
DESCRIPTION OF REQUEST: Client is seeking renewal information
________________________________________________________________________________
________________________________________________________________________________
RESOLUTION: *
*
*
*
*
*
________________________________________________________________________________
DESCRIPTION MRC ONE-TIME
EXISTING CHARGES: Monthly Recurring Charges $ * $0.00
PROPOSED CHARGES: Circuit $ * $0.00
ISDN $0.00 $0.00
Management and Services $ * $0.00
Hardware $ * $0.00
Fidelity IFS Connection Fees $ * $0.00
SUBTOTAL $ * $0.00
TAXES TO BE DETERMINED $0.00 $0.00
TOTAl $ * $0.00
TOTAL NET DIFFERENCE $ *
ESTIMATED NEW MONTHLY BILLING $ *
(1) ISDN AND MEASURED BUSINESS LINE CHARGES DO NOT INCLUDE LONG DISTANCE OR
USAGE CHARGES, WHICH WILL BE BILLED SEPARATELY.
(2) THIS IS AN ESTIMATE OF CIRCUIT COST FOR THE PROPOSED CHANGE, HOWEVER ACTUAL
CIRCUITS CHARGES MAY VARY.
PRICING VALID FOR 30 DAYS FROM THE DATE OF THIS PROPOSAL SUMMARY.
CLIENT APPROVAL - BY SIGNING THIS FORM YOU ARE AUTHORIZING FIDELITY INFORMATION
SERVICES, INC. TO EXECUTE THIS NSP REQUEST AND ACKNOWLEDGE THAT YOU WILL BE
BILLED ACCORDING TO THE SUMMARY OF CHARGES. TAXES AND TARIFFS WILL BE ADDED TO
CHARGES WHERE APPLICABLE. A DETAILED STATEMENT OF WORK (SOW) AND CONTRACT WILL
BE EXECUTED PRIOR TO IMPLEMENTATION. FOR DETAILED TERMS AND CONDITIONS REFER TO
NETWORK SERVICES SCHEDULE.
CLIENT SIGNATURE: DATE:
PRODUCT MANAGER SIGNATURE: DATE:
FIDELITY INFORMATION SERVICES, INC: DATE:
INTENDED FOR THE SOLE USE OF NETWORK SERVICES
FIDELITY
INTEGRATED FINANCIAL SOLUTIONS
A DIVISION OF FIDELITY NATIONAL FINANCIAL
NETWORK SERVICES
18273
Date: 06/15/06
Bank Name: Bridge Bank
Address: ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇ ▇▇▇▇, ▇▇
Request: Renewal Pricing
Number of Sites: 2
NETWORK SERVICES: REQUIRED SITE CITY QTY TERM MONTHLY ONE TIME
T1 MPLS Access - 768k PIP Main 1 $ * NSR 17320
T1 MPLS Access w/ 768 PIP San ▇▇▇▇ 1 $ * NSR 17320
MBL - Main 2 $ * EXISTING
MBL Line Minimum/Usage Main 2 $ * EXISTING
SUB-TOTAL NETWORK CIRCUITS: REQUIRED $ * $0.00
RECOVERY CIRCUITS: ISDN BACK UP SITE CITY QTY TERM MONTHLY ONE TIME
SUB-TOTAL RECOVERY CIRCUITS: ISDN BACK UP $ 0.00 $0.00
MANAGEMENT AND SERVICES:
Deliver Management 1 $ * EXISTING
Host Connections 262 $ * ADJUSTED
Management and Monitoring Fee(s) 2 $ * EXISTING
SUB-TOTAL MANAGEMENT AND SERVICES: $ * $0.00
NETWORK EQUIPMENT:
CISCO 1721 Router Maintenance Main 1 $ * EXISTING
CISCO 1841 SmartNet Router Maintenance Main 1 $ * NSR 17320
SUB-TOTAL NETWORK EQUIPMENT: $ * $0.00
CONNECTION FEE(S):
Redundant Network Connection Fee(s) 1 $ * EXISTING
SUB-TOTAL CONNECTION FEES: $ * $0.00
TOTAL PROPOSED COSTS: $ * $0.00
* STATION ADDRESSES WILL BE DETERMINED IN THE FUTURE. A ONE TIME FEE OF $8.00
PER STATION ADDRESS WILL BE CHARGED TO CLIENT'S INVOICE AS WELL AS A MONTHLY FEE
OF $5.00 PER STATION ADDRESS. IF APPLICABLE.
** SMARTNET IS BILLED ANNUALLY AND ONE YEAR IN ADVANCE. THE MONTHLY SMARTNET
CHARGE WILL BE APPLIED TOWARDS THE NEXT YEARS ANNUAL RENEWAL.
CURRENT NETWORK BILLING: $ *
EXISTING NETWORK SERVICES SITE CITY QTY MONTHLY ONE TIME
T1 MPLS Access - 768k PIP Main 1 $ * NSR 17320
T1 MPLS Access w/ 768 PIP San ▇▇▇▇ 1 $ * NSR 17320
MBL - Main 2 $ * EXISTING
SUB-TOTAL EXISTING NETWORK CIRCUITS: $ * $0.00
EXISTING ISDN CIRCUITS: SITE CITY QTY MONTHLY ONE TIME
SUB-TOTAL EXISTING ISDN CIRCUITS: $ 0.00 $0.00
EXISTING MANAGEMENT AND SERVICES: QTY MONTHLY ONE TIME
Deliver Management 1 $ * EXISTING
Host Connections 262 $ * EXISTING
Management and Monitoring Fee(s) 2 $ * EXISTING
Network Management Port Maintenance Main 1 $ * EXISTING
SUB-TOTAL EXISTING MANAGEMENT AND SERVICES: $ * $0.00
EXISTING NETWORK EQUIPMENT: QTY MONTHLY ONE TIME
CISCO 1721 Router Maintenance Main 1 $ * EXISTING
CISCO 1841 SmartNet Router Maintenance Main 1 $ * NSR 17320
SUB-TOTAL EXISTING NETWORK EQUIPMENT: $ * $0.00
EXISTING CONNECTION FEE(S): QTY MONTHLY ONE TIME
Redundant Nework Connect Fee (s) 1 $ * EXISTING
SUB-TOTAL EXISTING CONNECTION FEE(S): $ * $0.00
TOTAL EXISTING NETWORK COSTS : $ * $0.00
TOTAL NET DIFFERENCE $ *
ESTIMATED NEW MONTHLY BILLING: $ *
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
FIDELITY IFS
BRIDGE BANK
11-14-05