Agreement Number:
AGREEMENT
between
FISERV SOLUTIONS, INC.
000 Xxxxxx Xxxxx
Xxxxxxxxxx, XX 00000-0000
and
UNITED BANK & TRUST COMPANY
0000 00xx Xxxxxx Xxxxx
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Date: DECEMBER 1999
FISERV
AGREEMENT dated as of ("Agreement") between FISERV SOLUTIONS, INC., a Wisconsin
corporation ("Fiserv"), and United Bank & Trust Company , a Florida Financial
Institution ("Client").
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Fiserv and Client hereby agree as follows:
1. Term. The initial term of this Agreement shall be 5 years and, unless
written notice of non-renewal is provided by either party at least 180
days prior to expiration of the initial term or any renewal term, this
Agreement shall automatically renew for a renewal term of 5 years.
This Agreement shall commence on the earliest of the day Fiserv
Services (as defined below) are first used by Client or .
2. Services. (a) Services Generally. Fiserv, itself and through its
affiliates, agrees to provide Client, and Client agrees to obtain from
Fiserv services ("Services") and products ("Products") (collectively,
"Fiserv Services") described in the attached Exhibits:
Exhibit A - Account Processing Services
Exhibit H - Additional Services (Disaster Recovery)
The Exhibits set forth specific terms and conditions applicable to the
Services and/or Products, and, where applicable, the Fiserv affiliate so
performing. Client may select additional services and products from time to time
by incorporating an appropriate Exhibit to this Agreement.
(b) Conversion Services. Fiserv will convert Client's existing applicable
data and/or information to the Fiserv Services. Those activities designed to
transfer the processing from Client's present servicer to the Fiserv Services
are referred to as "Conversion Services". Client agrees to cooperate with Fiserv
in connection with Fiserv's provision of Conversion Services and to provide all
necessary information and assistance to facilitate the conversion. Client is
responsible for all out-of-pocket expenses associated with the Conversion
Services. Fiserv will provide Conversion Services as required in connection with
Fiserv Services.
(c) Training Services. Fiserv shall provide training, training aids, user
manuals, and other documentation for Client's use as Fiserv finds necessary to
enable Client personnel to become familiar with Fiserv Services. If requested by
Client, classroom training in the use and operation of Fiserv Services will be
provided at a training facility designated by Fiserv. All such training aids and
manuals remain Fiserv's property.
3. Fees for Fiserv Services. (a) General. Client agrees to pay Fiserv:
(i) estimated fees for Fiserv Services for the following month as
specified in the Exhibits; (ii) estimated out-of-pocket charges for the
following month payable by Fiserv for the account of Client; and (iii)
estimated Taxes (as defined below) thereon (collectively, "Estimated
Fees").
Fiserv shall timely reconcile Estimated Fees paid by Client for the Fiserv
Services for the month and the fees and charges actually due Fiserv based on
Client's actual use of Fiserv Services for such month. Fiserv shall either issue
a credit to Client or provide Client with an invoice for any additional fees or
other charges owed. Fiserv may change the amount of Estimated Fees billed to
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reflect appropriate changes in actual use of Fiserv Services. Estimated Fees may
be increased from time to time as set forth in the Exhibits. Upon notification
to and acceptance by Client, Fiserv may increase its fees in excess of amounts
listed in the Exhibits in the event that Fiserv implements major system
enhancements to comply with changes in law, government regulation, or industry
practices.
(b) Additional Charges. Fees for out-of-pocket expenses, such as
telephone, microfiche, courier, and other charges incurred by Fiserv for goods
or services obtained by Fiserv on Client's behalf shall be billed to Client at
cost plus the applicable Fiserv administrative fee. Such out-of-pocket expenses
may be changed from time to time upon notification of a fee change from a
vendor/provider.
(c) Taxes. Fiserv shall add to each invoice any sales, use, excise,
value added, and other taxes and duties however designated that are levied by
any taxing authority relating to the Fiserv Services ("Taxes"). In no event
shall "Taxes" include taxes based upon the net income of Fiserv.
(d) Exclusions. The Estimated Fees do not include, and Client shall be
responsible for, furnishing transportation or transmission of information
between Fiserv's service center(s), Client's site(s), and any applicable
clearing house, regulatory agency, or Federal Reserve Bank.
(e) Payment Terms. Estimated Fees are due and payable monthly upon receipt
of invoice. Client shall pay Fiserv through the Automated Clearing House. In the
event any amounts due remain unpaid beyond the 30th day after payment is due,
Client shall pay a late charge of 1.5% per month. Client agrees that it shall
neither make nor assert any right of deduction or set-off from Estimated Fees on
invoices submitted by Fiserv for Fiserv Services.
4. Access to Fiserv Services. (a) Procedures. Client agrees to
comply with applicable regulatory requirements and procedures for use of
Services established by Fiserv.
(b) Changes. Fiserv continually reviews and modifies Fiserv systems used
in the delivery of Services (the "Fiserv System") to improve service and comply
with government regulations, if any, applicable to the data and information
utilized in providing Services. Fiserv reserves the right to make changes in
Services, including but not limited to operating procedures, type of equipment
or software resident at, and the location of Fiserv's service center(s). Fiserv
will notify Client of any material change that affects Client's normal operating
procedures, reporting, or service costs prior to implementation of such change.
(c) Communications Lines. Fiserv shall order the installation of
appropriate communication lines and equipment to facilitate Client's access to
Services. Client understands and agrees to pay charges relating to the
installation and use of such lines and equipment as set forth in the Exhibits.
(d) Terminals and Related Equipment. Client shall obtain necessary and
sufficient terminals and other equipment, approved by Fiserv and compatible with
the Fiserv System, to transmit and receive data and information between Client's
location(s), Fiserv's service center(s), and/or other necessary location(s).
Fiserv and Client may mutually agree to change the type(s) of terminal and
equipment used by Client.
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5. Client Obligations. (a) Input. Client shall be solely responsible
for the input, transmission, or delivery to and from Fiserv of all information
and data required by Fiserv to perform Services unless Client has retained
Fiserv to handle such responsibilities, as specifically set forth in the
Exhibits. The information and data shall be provided in a format and manner
approved by Fiserv. Client will provide at its own expense or procure from
Fiserv all equipment, computer software, communication lines, and interface
devices required to access the Fiserv System. If Client has elected to provide
such items itself, Fiserv shall provide Client with a list of compatible
equipment and software; Client agrees to pay Fiserv's standard fee for
recertification of the Fiserv System resulting therefrom.
(b) Client Personnel. Client shall designate appropriate Client personnel
for training in the use of the Fiserv System, shall supply Fiserv with
reasonable access to Client's site during normal business hours for Conversion
Services and shall cooperate with Fiserv personnel in their performance of
Services, including Conversion Services.
(c) Use of Fiserv System. Client shall (i) comply with any operating
instructions on the use of the Fiserv System provided by Fiserv; (ii) review all
reports furnished by Fiserv for accuracy; and (iii) work with Fiserv to
reconcile any out of balance conditions. Client shall determine and be
responsible for the authenticity and accuracy of all information and data
submitted to Fiserv.
(d) Client's Systems. Client shall be responsible for ensuring that its
systems are Year 2000 compliant and capable of passing and/or accepting date
formats from and/or to the Fiserv System.
6. Ownership and Confidentiality. (a) Definition.
(i) Client Information. "Client Information" means: (A) confidential
plans, customer lists, information, and other proprietary material of
Client that is marked with a restrictive legend, or if not so marked with
such legend or is disclosed orally, is identified as confidential at the
time of disclosure (and written confirmation thereof is promptly provided
to Fiserv); and (B) any information and data concerning the business and
financial records of Client's customers prepared by or for Fiserv, or used
in any way by Fiserv in connection with the provision of Fiserv Services
(whether or not any such information is marked with a restrictive legend).
(ii) Fiserv Information. "Fiserv Information" means: (A) confidential
plans, information, research, development, trade secrets, business affairs
(including that of any Fiserv client, supplier, or affiliate), and other
proprietary material of Fiserv that is marked with a restrictive legend,
or if not so marked with such legend or is disclosed orally, is identified
as confidential at the time of disclosure (and written confirmation
thereof is promptly provided to Client); and (B) Fiserv's proprietary
computer programs, including custom software modifications, software
documentation and training aids, and all data, code, techniques,
algorithms, methods, logic, architecture, and designs embodied or
incorporated therein (whether or not any such information is marked with a
restrictive legend).
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(iii) Information. "Information" means Client Information and Fiserv
Information. No obligation of confidentiality applies to any Information
that the receiving party ("Recipient") (A) already possesses without
obligation of confidentiality; (B) develops independently; or (C)
rightfully receives without obligation of confidentiality from a third
party. No obligation of confidentiality applies to any Information that
is, or becomes, publicly available without breach of this Agreement.
(b) Obligations. Recipient agrees to hold as confidential all Information
it receives from the disclosing party ("Discloser"). All Information shall
remain the property of Discloser or its suppliers and licensors. Information
will be returned to Discloser at the termination or expiration of this
Agreement. Recipient will use the same care and discretion to avoid disclosure
of Information as it uses with its own similar information that it does not wish
disclosed, but in no event less than a reasonable standard of care. Recipient
may use Information for any purpose that does not violate such obligation of
confidentiality. Recipient may disclose Information to (i) employees and
employees of affiliates who have a need to know; and (ii) any other party with
Discloser's written consent. Before disclosure to any of the above parties,
Recipient will have a written agreement with such party sufficient to require
that party to treat Information in accordance with this Agreement. Recipient may
disclose Information to the extent required by law. However, Recipient agrees to
give Discloser prompt notice so that it may seek a protective order. The
provisions of this sub-section survive any termination or expiration of this
Agreement.
(c) Residuals. Nothing contained in this Agreement shall restrict
Recipient from the use of any ideas, concepts, know-how, or techniques contained
in Information that are related to Recipient's business activities
("Residuals"), provided that in so doing, Recipient does not breach its
obligations under this Section. However, this does not give Recipient the right
to disclose the Residuals except as set forth elsewhere in this Agreement.
(d) Fiserv System. The Fiserv System contains information and computer
software that are proprietary and confidential information of Fiserv, its
suppliers, and licensors. Client agrees not to attempt to circumvent the devices
employed by Fiserv to prevent unauthorized access to the Fiserv System,
including, but not limited to, alterations, decompiling, disassembling,
modifications, and reverse engineering thereof.
(e) Confidentiality of this Agreement. Fiserv and Client agree to keep
confidential the prices, terms and conditions of this Agreement, without
disclosure to third parties.
7. Regulatory Agencies, Regulations and Legal Requirements. (a) Client
Files. Records maintained and produced for Client ("Client Files") may be
subject to examination by such Federal, State, or other governmental regulatory
agencies as may have jurisdiction over Client's business to the same extent as
such records would be subject if maintained by Client on its own premises.
Client agrees that Fiserv is authorized to give all reports, summaries, or
information contained in or derived from the data or information in Fiserv's
possession relating to Client when formally requested to do so by an authorized
regulatory or government agency.
(b) Compliance with Regulatory Requirements. Client agrees to comply
with applicable regulatory and legal requirements, including without limitation:
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(i) submitting a copy of this Agreement to the appropriate regulatory
agencies prior to the date Services commence; (ii) providing adequate
notice to the appropriate regulatory agencies of the termination of this
Agreement or any material changes in Services; (iii) retaining records of
its accounts as required by regulatory authorities; (iv) obtaining and
maintaining, at its own expense, any Fidelity Bond required by any
regulatory or governmental agency; and (v) maintaining, at its own
expense, such casualty and business interruption insurance coverage for
loss of records from fire, disaster, or other causes, and taking such
precautions regarding the same, as may be required by regulatory
authorities.
8. Warranties. (a)Fiserv Warranties. Fiserv represents and warrants that:
(i)(A) Services will conform to the specifications set forth in the
Exhibits; (B) Fiserv will perform Client's work accurately provided that
Client supplies accurate data and information, and follows the procedures
described in all Fiserv documentation, notices, and advices; (C) Fiserv
personnel will exercise due care in provision of Services; (D) the Fiserv
System will comply in all material respects with all applicable Federal
and State regulations governing Services; and (E) the Fiserv System is or
will be Year 2000 compliant. In the event of an error or other default
caused by Fiserv personnel, systems, or equipment, Fiserv shall correct
the data or information and/or reprocess the affected item or report at no
additional cost to Client. Client agrees to supply Fiserv with a written
request for correction of the error within 7 days after Client's receipt
of the work containing the error. Work reprocessed due to errors in data
supplied by Client, on Client's behalf by a third party, or by Client's
failure to follow procedures set forth by Fiserv shall be billed to Client
at Fiserv's then current time and material rates; and (ii) it owns or has
a license to furnish all equipment or software comprising the Fiserv
System. Fiserv shall indemnify Client and hold it harmless against any
claim or action that alleges that the Fiserv System use infringes a United
States patent, copyright, or other proprietary right of a third party.
Client agrees to notify Fiserv promptly of any such claim and grants
Fiserv the sole right to control the defense and disposition of all such
claims. Client shall provide Fiserv with reasonable cooperation and
assistance in the defense of any such claim.
THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY WARRANTIES
MADE BY FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL
OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL LIABILITIES
OR OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.
(b) Client Warranties. Client represents and warrants that: (A) no
contractual obligations exist that would prevent Client from entering into this
Agreement; (B) it has complied with all applicable regulatory requirements; and
(C) Client has requisite authority to execute, deliver, and perform this
Agreement. Client shall indemnify and hold harmless Fiserv, its officers,
directors, employees, and affiliates against any claims or actions arising out
of (X) the use by Client of the Fiserv System in a manner other than that
provided in this Agreement; and (Y) any and all claims by third parties through
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Client arising out of the performance and non-performance of Fiserv Services by
Fiserv, provided that the indemnity listed in clause (Y) hereof shall not
preclude Client's recovery of direct damages pursuant to the terms and subject
to the limitations of this Agreement.
9. Limitation of Liability. (a) General. IN NO EVENT SHALL FISERV BE
LIABLE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING FROM CLIENT'S USE OF FISERV SERVICES, OR FISERV'S
SUPPLY OF EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT
OR IN CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN 2 YEARS
AFTER SUCH CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO
FISERV FOR SERVICES RESULTING IN SUCH LIABILITY IN THE 2 MONTH PERIOD PRECEDING
THE DATE THE CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR A DEFAULT RELATING
TO EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT PAID BY CLIENT FOR THE
EQUIPMENT OR SOFTWARE.
(b) Lost Records. If Client's records or other data submitted for
processing are lost or damaged as a result of any failure by Fiserv, its
employees, or agents to exercise reasonable care to prevent such loss or damage,
Fiserv's liability on account of such loss or damages shall not exceed the
reasonable cost of reproducing such records or data from exact duplicates
thereof in Client's possession.
10. Disaster Recovery. (a) General. Fiserv maintains a disaster recovery
plan ("Disaster Recovery Plan") for each Service. A "Disaster" shall mean any
unplanned interruption of the operations of or inaccessibility to Fiserv's
service center in which Fiserv, using reasonable judgment, requires relocation
of processing to a recovery location. Fiserv shall notify Client as soon as
possible after Fiserv deems a service outage to be a Disaster. Fiserv shall move
the processing of Client's standard services to a recovery location as
expeditiously as possible and shall coordinate the cut-over to back-up
telecommunication facilities with the appropriate carriers. Client shall
maintain adequate records of all transactions during the period of service
interruption and shall have personnel available to assist Fiserv in implementing
the switchover to the recovery location. During a Disaster, optional or
on-request services shall be provided by Fiserv only to the extent adequate
capacity exists at the recovery location and only after stabilizing the
provision of base services.
(b) Communications. Fiserv shall work with Client to establish a plan
for alternative communications in the event of a Disaster.
(c) Disaster Recovery Test. Fiserv shall test the Disaster Recovery Plan
periodically. Client agrees to participate in and assist Fiserv with such test,
if requested by Fiserv. Upon Client request, test results will be made available
to Client's management, regulators, auditors, and insurance underwriters.
(d) Client Plans. Fiserv agrees to release information necessary
to allow Client's development of a disaster recovery plan that operates in
concert with the Disaster Recovery Plan.
(e) No Warranty. Client understands and agrees that the Disaster Recovery
Plan is designed to minimize, but not eliminate, risks associated with a
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Disaster affecting Fiserv's service center(s). Fiserv does not warrant that
Fiserv Services will be uninterrupted or error free in the event of a Disaster;
no performance standards shall be applicable for the duration of a Disaster.
Client maintains responsibility for adopting a disaster recovery plan relating
to disasters affecting Client's facilities and for securing business
interruption insurance or other insurance necessary for Client's protection.
11. Termination. (a) Material Breach. Except as provided elsewhere
in this Section 11, either party may terminate this Agreement in the event of
a material breach by the other party not cured within 90 days following
written notice stating, with particularity and in reasonable detail, the nature
of the claimed breach.
(b) Failure to Pay. In the event any invoice remains unpaid by Client 30
days after due, or Client deconverts any data or information from the Fiserv
System without prior written consent of Fiserv, Fiserv, at its sole option, may
terminate this Agreement and/or Client's access to and use of Fiserv Services.
Any invoice submitted by Fiserv shall be deemed correct unless Client provides
written notice to Fiserv within 15 days of the invoice date specifying the
nature of the disagreement.
(c) Remedies. Remedies contained in this Section 11 are cumulative and are
in addition to the other rights and remedies available to Fiserv under this
Agreement, by law or otherwise.
(d) Defaults. If Client:
(i) defaults in the payment of any sum of money due;
(ii) breaches this Agreement in any material respect or otherwise defaults
in any material respect in the performance of any of its obligations; or
iii) commits an act of bankruptcy or becomes the subject of any proceeding
under the Bankruptcy Code or becomes insolvent or if any substantial part
of Client's property becomes subject to any levy, seizure, assignment,
application, or sale for or by any creditor or governmental agency; then,
in any such event, Fiserv may, upon written notice, terminate this
Agreement and be entitled to recover from Client as liquidated damages an
amount equal to the present value of all payments remaining to be made
hereunder for the remainder of the initial term or any renewal term of this
Agreement. For purposes of the preceding sentence, present value shall be
computed using the "prime" rate (as published in The Wall Street Journal)
in effect at the date of termination and "all payments remaining to be
made" shall be calculated based on the average bills for the 3 months
immediately preceding the date of termination. Client agrees to reimburse
Fiserv for any expenses Fiserv may incur, including reasonable attorneys'
fees, in taking any of the foregoing actions.
(e) Convenience. Client may terminate this Agreement during any term by
paying a termination fee based on the remaining unused term of this Agreement,
the amount to be determined by multiplying Client's largest monthly invoice for
each Fiserv Service received by Client during the term (or if no monthly invoice
has been received, the sum of the estimated monthly billing for each Fiserv
Service to be received hereunder) by 80% times the remaining months of the term,
plus any unamortized conversion fees or third party costs existing on Fiserv's
books on the date of termination. Client understands and agrees that Fiserv
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losses incurred as a result of early termination of the Agreement would be
difficult or impossible to calculate as of the effective date of termination
since they will vary based on, among other things, the number of clients using
the Fiserv System on the date the Agreement terminates. Accordingly, the amount
set forth in the first sentence of this subsection represents Client's agreement
to pay and Fiserv's agreement to accept as liquidated damages (and not as a
penalty) such amount for any such Client termination.
(f) Merger. In the event of a merger between Client and another
organization in which Client is not the surviving organization and where the
other organization was not previously a user of Fiserv services similar to the
Services, Fiserv will allow an early termination of this Agreement upon the
following terms and conditions:
(i) written notice must be given 3 months in advance, specifying the
termination date; (ii) Fiserv may specify a deconversion date based on its
previous commitments and work loads; and (iii) Fiserv may charge a
termination fee in accordance with subsection (e) above.
(g) Return of Data Files. Upon expiration or termination of this
Agreement, Fiserv shall furnish to Client such copies of Client Files as Client
may request in Fiserv's standard machine readable format along with such
information and assistance as is reasonable and customary to enable Client to
deconvert from the Fiserv System, provided, however, that Client consents and
agrees and authorizes Fiserv to retain Client Files until (i) Fiserv is paid in
full for (A) all Services provided through the date such Client Files are
returned to Client; and (B) any and all other amounts that are due or will
become due under this Agreement; (ii) Fiserv is paid its then standard rates for
the services necessary to return such Client Files; (iii) if this Agreement is
being terminated, Fiserv is paid any applicable termination fee pursuant to
subsection (d), (e), or (f) above; and (iv) Client has returned to Fiserv all
Fiserv Information. Unless directed by Client in writing to the contrary, Fiserv
shall be permitted to destroy Client Files any time after 30 days from the final
use of Client Files for processing.
(h) Miscellaneous. Client understands and agrees that Client is
responsible for the deinstallation and return shipping of any Fiserv-owned
equipment located on Client's premises.
12. Arbitration. (a) General. Except with respect to disputes arising from
a misappropriation or misuse of either party's proprietary rights, any dispute
or controversy arising out of this Agreement, or its interpretation, shall be
submitted to and resolved exclusively by arbitration under the rules then
prevailing of the American Arbitration Association, upon written notice of
demand for arbitration by the party seeking arbitration, setting forth the
specifics of the matter in controversy or the claim being made. The arbitration
shall be heard before an arbitrator mutually agreeable to the parties; provided,
that if the parties cannot agree on the choice of arbitrator within 10 days
after the first party seeking arbitration has given written notice, then the
arbitration shall be heard by three arbitrators, one chosen by each party, and
the third chosen by those two arbitrators. The arbitrators will be selected from
a panel of persons having experience with and knowledge of information
technology and at least one of the arbitrators selected will be an attorney. A
hearing on the merits of all claims for which arbitration is sought by either
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party shall be commenced not later than 60 days from the date demand for
arbitration is made by the first party seeking arbitration. The arbitrator(s)
must render a decision within 10 days after the conclusion of such hearing. Any
award in such arbitration shall be final and binding upon the parties and the
judgment thereon may be entered in any court of competent jurisdiction.
(b) Applicable Law. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. 1-16. The arbitrators shall apply the
substantive law of the State of Wisconsin, without reference to provisions
relating to conflict of laws. The arbitrators shall not have the power to alter,
modify, amend, add to, or subtract from any term or provision of this Agreement,
nor to rule upon or grant any extension, renewal, or continuance of this
Agreement. The arbitrators shall have the authority to grant any legal remedy
available had the parties submitted the dispute to a judicial proceeding.
(c) Situs. If arbitration is required to resolve any disputes between the
parties, the proceedings to resolve the first such dispute shall be held in
Atlanta, Georgia, the proceedings to resolve the second such dispute shall be
held in St. Petersburg, Florida, and the proceedings to resolve any subsequent
disputes shall alternate between Atlanta, Georgia and St. Petersburg, Florida.
13. Insurance. Fiserv carries the following types of insurance policies:
(i) Comprehensive General Liability in an amount not less than $1 million
per occurrence for claims arising out of bodily injury and property
damage; (ii) Commercial Crime covering employee dishonesty in an amount
not less than $5 million; (iii) All-risk property coverage including Extra
Expense and Business Income coverage; and (iv) Workers Compensation as
mandated or allowed by the laws of the state in which Services are being
performed, including $500,000 coverage for Employer's Liability.
14. Audit. Fiserv employs an internal auditor responsible for ensuring the
integrity of its processing environments and internal controls. In addition,
Fiserv provides for periodic independent audits of its operations. Fiserv shall
provide Client with a copy of the audit of the Fiserv service center providing
Services within a reasonable time after its completion and shall charge each
client a fee based on the pro rata cost of such audit. Fiserv shall also provide
a copy of such audit to the appropriate regulatory agencies, if any, having
jurisdiction over Fiserv's provision of Services.
15. General. (a) Binding Agreement. This Agreement is binding upon
the parties and their respective successors and permitted assigns. Neither
this Agreement nor any interest may be sold, assigned, transferred, pledged,
or otherwise disposed of by Client, whether pursuant to change of control or
otherwise, without Fiserv's prior written consent. Client agrees that
Fiserv may subcontract any Services to be performed hereunder. Any such
subcontractors shall be required to comply with all applicable terms and
conditions.
(b) Entire Agreement. This Agreement, including its Exhibits, which are
expressly incorporated herein by reference, constitutes the complete and
exclusive statement of the agreement between the parties as to the subject
matter hereof and supersedes all previous agreements with respect thereto.
Modifications of this Agreement must be in writing and signed by duly authorized
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representatives of the parties. Each party hereby acknowledges that it has not
entered into this Agreement in reliance upon any representation made by the
other party not embodied herein. In the event any of the provisions of any
Exhibit are in conflict with any of the provisions of this Agreement, the terms
and provisions of this Agreement shall control unless the Exhibit in question
expressly provides that its terms and provisions shall control.
(c) Severability. If any provision of this Agreement is held to be
unenforceable or invalid, the other provisions shall continue in full force and
effect.
(d) Governing Law. This Agreement will be governed by the
substantive laws of the State of Wisconsin, without reference to provisions
relating to conflict of laws. The United Nations Convention of Contracts for
the International Sale of Goods shall not apply to this Agreement.
(e) Force Majeure. Neither party shall be responsible for delays or
failures in performance resulting from acts reasonably beyond the control of
that party.
(f) Notices. Any written notice required or permitted to be given
hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt
Requested, postage prepaid; (ii) confirmed facsimile; or (iii) nationally
recognized courier service to the other party at the addresses listed on the
cover page or to such other address or person as a party may designate in
writing. All such notices shall be effective upon receipt.
(g) No Waiver. The failure of either party to insist on strict
performance of any of the provisions hereunder shall not be construed as the
waiver of any subsequent default of a similar nature.
(h) Financial Statements. Fiserv shall provide Client and the appro-
priate regulatory agencies so requiring a copy of Fiserv, Inc.'s audited
consolidated financial statements.
(i) Prevailing Party. The prevailing party in any arbitration, suit, or
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs, expenses, and attorneys' fees of bringing such arbitration, suit, or
action.
(j) Survival. All rights and obligations of the parties under this
Agreement that, by their nature, do not terminate with the expiration or
termination of this Agreement shall survive the expiration or termination of
this Agreement.
(k) Exclusivity. Client agrees that Fiserv shall be the sole and exclusive
provider of the services that are the subject matter of this Agreement. For
purposes of the foregoing, the term "Client" shall include Client affiliates.
During the term of this Agreement, Client agrees not to enter into an agreement
with any other entity to provide these services (or similar services) without
Fiserv's prior written consent. If Client acquires another entity, the
exclusivity provided to Fiserv hereunder shall take effect with respect to such
acquired entity as soon as practicable after termination of such acquired
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entity's previously existing arrangement for these services. If Client is
acquired by another entity, the exclusivity provided to Fiserv hereunder shall
apply with respect to the level or volume of these services provided immediately
prior to the signing of the definitive acquisition agreement relating to such
acquisition and shall continue with respect to the level or volume of these
services until any termination or expiration of this Agreement.
(l) Recruitment of Employees. Client agrees not to hire Fiserv's employees
during the term of this Agreement and for a period of 6 months after any
termination or expiration thereof, except with Fiserv's prior written consent.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized representatives as of the date indicated below.
For Client: For Fiserv:
UNITED BANK & TRUST COMPANY FISERV SOLUTIONS, INC.
By: By:
Name: Name: Xxxxxxx X. Xxxxxx
Title: Title: President Fiserv Atlanta
Date: Date:
master.1197 FISERV
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ADDENDUM TO AGREEMENT
BETWEEN
UNITED BANK & TRUST COMPANY
AND
FISERV SOLUTIONS, INC.
11. Termination (g) Return of Data Files.
Unless directed by Client in writing to the contrary, Fiserv shall be
permitted to destroy Client Files any time after the end of the
calendar year immediately following the final use of Client Files for
processing. Files maintained will be the LAST END OF MONTH prior to
Client deconversion from Fiserv processing.
ACCEPTED BY:
For Client: For Fiserv:
UNITED BANK & TRUST COMPANY FISERV SOLUTIONS, INC.
By: By:
Name: Name: Xxxxxxx X. Xxxxxx
Title: Title: President Fiserv Atlanta
Date: Date:
master.1197 FISERV
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Exhibit A
Account Processing Services
Client agrees with Fiserv as follows:
1. Services. Fiserv will provide Client the Account Processing
Services ("Account Processing Services") specified in Exhibit A - 1.
2. Fees. Client shall pay Fiserv fees and other charges for Account
Processing Services specified in Exhibit A - 2.
3. Responsibility for Accounts. Client shall be responsible for balancing
its accounts each business day and notifying Fiserv immediately of any errors or
discrepancies. Provided that Client immediately notifies Fiserv of any
discrepancy in Client's accounts, Fiserv shall, at its expense, promptly
recompute accounts affected by discrepancies solely caused by the Fiserv Systems
or provide for another mutually agreeable resolution. Fiserv will use its
commercially reasonable efforts to correct errors attributable to Client or
Client's other third party servicers. Reconstruction of error conditions
attributable to Client or to third parties acting on Client's behalf will be
done at prevailing rates as set forth in Exhibit A - 2.
4. Annual Histories. Fiserv currently maintains annual histories, where
applicable, for its clients. These histories can be used to reconstruct Client
Files in an emergency. However, in order to permit prompt and accurate
reconstruction of accounts, Client agrees to retain at all times and make
available to Fiserv upon request the most recent data printout(s) received from
Fiserv, together with copies or other accurate and retrievable records of all
transactions to be reflected on the next consecutive printout(s).
5. Hours of Operation. Account Processing Services will be available for
use by Client during standard Fiserv business hours, excluding holidays, as
specified in Exhibit A - 3. Account Processing Services may be available during
additional hours, during which time Client may use Services at its option and
subject to additional charges.
6. Protection of Data. (a) For the purpose of compliance with
applicable government regulations, Fiserv has an operations backup center,
for which Client agrees to pay the charges indicated in Exhibit A - 2. Copies
of transaction files are maintained by Fiserv off premises in secured vaults.
(b) Fiserv provides "on-line" security via utilization of leased lines
with poll/select protocol.
(c) Upon Client providing access to Client Files through Client's
customers' personal computers or voice response system, Client agrees to
indemnify and hold harmless Fiserv, its officers, directors, employees, and
affiliates against any claims or actions arising out of such access to Client
Files or any Fiserv files (including the files of other Fiserv clients) or the
Fiserv System or other Fiserv systems.
7. Processing Priority. Fiserv does not subscribe to any processing
priority; all users receive equal processing consideration.
master.1197 FISERV
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8. Forms and Supplies. Client assumes and will pay the charges for all
customized forms, supplies, and delivery charges. Custom forms ordered through
Fiserv will be subject to a 15% administrative fee for warehousing and inventory
control. Forms ordered by Client and warehoused at Fiserv will be subject to the
administrative fee set forth in Exhibit A - 2.
9. Regulatory Supervision. By entering into this Agreement, Fiserv agrees
that the Office of Thrift Supervision, FDIC, or other regulatory agencies having
authority over Client's operations shall have the authority and responsibility
provided to the regulatory agencies pursuant to the Bank Service Corporation
Act, 12 U.S.C. 1867(C) relating to services performed by contract or otherwise.
================================================================================
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit A to
the Agreement to be executed by their duly authorized representatives as of the
date indicated below.
UNITED BANK & TRUST COMPANY FISERV SOLUTIONS, INC.
By: By:
Name: Name: Xxxxxxx X. Xxxxxx
Title: Title: President Fiserv Atlanta
Date: Date:
master.1197 FISERV
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Exhibit A-1
Account Processing Services
Fiserv will provide Client with the following Account Processing Services:
I. Services and/or functions to be performed by Fiserv:
A. Maintain the necessary computer equipment in order to provide
Client with complete electronic bookkeeping service for
Deposit Accounts, Certificate Accounts, Loan Accounts, Central
Information System, Account Analysis, ACH (Receiving), General
Ledger, and On-Line Documentation five (5) days per week. The
Information Technology, Inc. (ITI) Premier II Banking System
will be used for Client's application processing.
B. Provide necessary assistance to Client for the initial
set-up to convert to the Fiserv system. Customer Service is
provided by toll-free telephone as follows:
(1) Full Customer Service specialists for all applications,
Monday through Friday - 8:00 a.m. to 5:00 p.m. (EST)
(2) Limited telephone coverage, Monday through Friday - 5:00 p.m.
to 7:00 p.m. (EST)
(3) Emergency after hours Customer Service, via Beeper -
24 hours/day, 7 day/week
C. Receive transmitted transaction data from Client at Fiserv by
7:00 p.m. (EST) daily or receive transaction input at a Fiserv
center at mutually agreed time. If transaction data is not
received by this appropriate time, assurance cannot be made
for meeting the Client's scheduled needs the following day.
D. Reconcile Client's balancing totals.
E. Exercise reasonable care in handling data submitted to
Fiserv and hold all information received by Fiserv in
strictest confidence.
F. Calculate and provide figures for the daily accrual of
interest earned, late charges due, and service charges.
G. Transmit selected reports to Client's remote print facility
or Fiserv facility for printing.
II. Services, functions and requirements to be performed by Client for
participation in this agreement:
A. Purchase/lease all equipment required in the bank to utilize
the services provided by Fiserv.
B. Provide transmitted data to Fiserv's Computer Center daily by
7:00 p.m. EST, or provide input data to a Fiserv center by
mutually agreed times, records containing the necessary
information to process the applications.
master.1197 FISERV
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C. Provide information on new accounts, change of address,
changes of title and status change through the on-line data
entry system.
D. Repair and re-enter for reprocessing all rejected items,
handle return items and reconcile controls.
E. Verify signatures and stop payments, cancel and file
checks, microfilm, assemble and mail statements, handle
return items and reconcile controls.
F. Balance work daily to General Ledger Controls, verify new
and re-issued coupon books, and mail notices.
G. Print and distribute reports selected by Client.
H. Provide necessary transportation and Content Insurance
coverage To and From Fiserv facility.
III. Fiserv will provide the following ancillary support services included
in the monthly processing fee.
Refer to Ancillary Module Current Fees Schedule, Exhibit A-5.
master.1197 FISERV
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Exhibit A-2
Account Processing Services
Fiserv will provide Client with the following Account Processing Services at the
fees and prices indicated:
I. Fees to be paid monthly by Client to Fiserv for performance of the
services outlined in Section I:
A. Monthly Processing Fees
The Client will be charged a monthly fee of $ 0.60 per
account on file (Deposit & Loan).
The Client will be charged a monthly fee of $ 0.15 per
account on file (General Ledger).
Each anniversary of the Agreement, Deposit, Loan and General
Ledger Accounts will be averaged based on the previous 12
months and extended monthly for the next 12 month period.
B. Loan Coupon Books* $ 2.05 Each (Postage Additional)
C. Furnished by Client *
Postage/Courier Fees
Telephone Lines
Modems and Annual Modem Maintenance
In-Bank Terminal Equipment/Software
In-Bank Equipment/Software Maintenance
D. Conversion/Installation Fees $ WAIVED
A flat fee of $ 0 will be charged to convert to
Premier II plus travel and related expenses.
E. Supplies
All forms necessary to the daily operations of Fiserv's System
can be purchased through Fiserv at prices quoted at the time
of purchase.
F. Miscellaneous Services
20 Smart Reports will be provided and included in Base
Monthly Processing Fee. Additional services provided per
Exhibit A-4.
G. Platform/Teller Interfaces
$ 250.00 Each Per Function
(i.e. Deposit/Loan/Teller)
(Continued)
master.1197 FISERV
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EXHIBIT A-2 - continued
H. ATM/EFT Service
Installation Fees:
One-Time Charge $ 5,000.00
Per ATM Connect Fee $ 500.00
Per Network $ 500.00
Surcharge Set-Up $ 1,000.00
Surcharge Set-Up Per ATM $ 150.00
Communication Install Fee Pass Through
Monthly Charges
Fiserv Support $ 400.00
Network Support per Network $ 100.00
Card Base Record $ 0.06 Per Card
$ 100.00 Minimum
Per ATM Connect Fee $ 100.00 Per Device
Per ATM 7 X 24 Monitoring Fee $ 15.00 Per Device
Communication Line Cost Pass Through
Per Transaction Fees
ON/US Transaction Fees $ 0.10
Foreign Transaction Fees $ 0.10
Surcharge Transaction Fees $ 0.15 In
Addition
to Above
Transaction
Fees
ATM Cards
Plastic Stock Pass Through
New Card Order $ 1.75 Per Card
PIN Mailer $ 0.35 Per Mailer
Postage Pass Through
Non-Atlanta Host Authorization
One-Time Set-Up $ 1,500.00
Monthly Charge $ 500.00 Base Plus
$.06 Per
Card
Record On File
Positive Balance File (PBF)
One-Time Set-Up $ 1,500.00
Monthly Charge $ 600.00
Communications Charges Pass Through
Visa Debit Processing Per Separate Quote
I. End of Year Processing
Per fee schedule published annually.
(continued)
master.1197 FISERV
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EXHIBIT A-2 - continued
J. On-Line Terminal Support
Client will be charged a fee of $15.00 per on-line
device per month. (First 50 Devices Included)
K. Special Processing $ 85.00 Per Quarter
Hour
L. Programming/Consulting $ 85.00 Per Hour
M. On-Site Support/Training $ 900.00 Per Person
Per Day
Plus
Travel and
Related
Expenses.
N. Deconversion Fees
File formats and magnetic tapes in Fiserv format will be
provided to designated processor as requested in writing
providing the Client has no outstanding payments to Fiserv.
Charges for the creation and delivery of these files will be
computer run time or $2,500 per application per request,
whichever is greater. All consulting interpretation and
computer time required for the deconversion will be billed at
per hour current rates.
O. Charges for Services
The monthly processing fees defined may be changed annually
after the first anniversary of this Agreement. Each change
shall be limited to the lessor of five percent (5%) or the
change in the U.S. Department of Labor, Consumer Price Index
for the twelve (12) month period preceding the anniversary
date.
* All third party fees are subject to change without notice.
master.1197 FISERV
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Exhibit A-3
Hours of Operation
The Fiserv Account Processing Center will be in operation for On-Line
Accounting Processing Services in accordance with the following:
Monday 8:00 A.M. - 7:00 P.M.
Tuesday 8:00 A.M. - 7:00 P.M.
Wednesday 8:00 A.M. - 7:00 P.M.
Thursday 8:00 A.M. - 7:00 P.M.
Friday 8:00 A.M. - 7:00 P.M.
Saturday 8:00 A.M. - 4:00 P.M.
All times stated are in accordance with prevailing local times for the
Fiserv Account Processing Center. The Fiserv Account Processing Center will
observe national holidays, and will be closed for on-line operations.
master.1197 FISERV
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Exhibit A-4
MISCELLANEOUS SERVICES
REQUEST FEE
================================================================================
PRM SMART Reports & Pull Files $ 50 Per Report/File
CIS/6110/CIS/6030 Standard One Per Month
Safe Deposit Box Billing Additional at $50.00
Per Report
Safe Deposit Box Trial and Past Due Reports
CIS/6040 Standard One Per Month
Debit Card Reference Journal Additional at $50.00
Per Request
CIS/6111 Standard One Per Month
Debit Card Billing Additional at $50.00
Per Request
DDA/3000 $ 85 Per Request
"On-Demand" Statement Cycles
DDA/3800 $340 Per Request*
DDA Month End Account Profitability Analysis *One execution of
this program is
included with month
end processing.
Charge would only
apply to requests
other than month end.
DDA/6000 $170 Per Request*
DDA Balance Range Report *One execution
of this program
is included with
month end processing.
Charge would
only apply to
requests other
than month end.
DDA/6100 $100 Plus $.35 per
Audit Confirmations - DDA Confirmation
DDA/6002 $ 85 Per Request
Account Code/Cycle Distribution Report
DDA/6003 Standard at month end
DDA Holds Report only. Other requests
$85.00
DDA/6004 $ 85 Per Request
Report Errors Concerning DDA Stmts.
(Continued)
master.1197 FISERV
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Exhibit A-4 - (Continued)
SAV/6000 $170 Per Request*
SAV Balance Range Report *One execution
of this program
is included with
month end processing.
Charge would only
apply to requests
other than month end.
SAV/6100 $100 Plus $.35 per
Audit Confirmations - SAV Confirmation
SAV/6002 $ 85 Per Request
Account Code/Cycle Distribution Report
SAV/6003 Standard at month end
Report of SAV Holds only. Other requests
$85.
SAV/6007 Standard at month end
Automatic Transfers to DDA Report only. Other requests
$85.
SAV/6006 Standard at month end
Savings Balances Subject to Rate Change only. Other requests
$85.
COD/6006 $170 Per Request*
CD Analysis Reports *One execution of this
program is included
with month end
processing. Charge
would only apply to
requests other than
month end.
COD/6100 $100 Plus $.35 per
Audit Confirmations - CD Confirmation
COD/6002 $ 85 Per Request
Account Code/Cycle Distribution Report
COD/6003 $ 85 Per Request
Report of CD Holds
LAS/6013 Standard at month end
Loan Status Report - Reports by Period only. Other requests
$85.
LAS/6012 Standard at month end
FHA Title I Home Improvement Loan Reporting only. Other requests
$85.
(Continued)
master.1197 FISERV
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Exhibit A-4 - (Continued)
LAS/5202 Standard at month end
Escrow Addenda Reference Journal only. Other requests
$85.
LAS/5203 Standard at month end
Escrow Review Conversion only. Other requests
$85.
LAS/6007 $170 Per Request*
Loan Analysis Report *One execution of this
program is included
with month end
processing.Charge
would only apply to
requests other than
month end.
LAS/6100 $100 Plus $.35 per
Audit Confirmations - Loans Confirmation
LAS/6008 Standard at month end
Dealer, Source or Participated Report only. Other requests
$85.
LAS/6200 $ 85 Per Request
Line Transcript Statement Report
LAS/6201 $ 85 Per Request
Note Transcript Statement Report
LAS/6202 $ 85 Per Request
Note Statement
LAS/6009 $170 Per Request*
Direct/Indirect Liability Reporting *One execution
of this program
is included
with month end
processing. Charge
would only apply to
requests other than
month end.
LAS/6010 $ 85 Per Request
Extracts Source ID Numbers
Updates Market Prices
LAS/6011 $ 85 Per Request*
HMDA Reporting Code Analysis Reports *One execution of this
program is included
with month-end
processing.
(Continued)
master.1197 FISERV
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Exhibit A-4 - (Continued)
CIS/6401 $ 25 Per application plus
Cross Application Processing SMART plus $.15 per account.
Weekend processing
only.
CIS/6300 $ 50 Per Request
Specifications Reports
FMS/8200 $ 50 Per Request
Move Projected Budget to Current Budget
ADS/0900 $100 Per Applications $.01
Mass Maintenance $.01 Per Account on
File.
Specification Changes $ 25 Per Quarter Hour
Special Programming or Consulting $ 85 Per Hour
Computer Time for Special Client Request $ 85 Per Quarter Hour
Reshipping of Print Files $ 20 Per File
$100 Minimum
$500 Maximum per
Processing Day
master.1197 FISERV
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Exhibit A-4
PAPERLESS ITEM MODULE (PIM) SERVICES
Fiserv will provide PIM Services per the fees outlined below:
ACH Formatted File Input Service
Implementation Fee $ 85.00 Per Hour
$225.00 Minimum
Per Input Formatted File $ .01 Per Transaction
$ 30.00 Minimum Per File
ACH Origination Service
Implementation Fee $150.00
Per Monthly Fee $ 50.00 Plus $.01 Per
Transaction
$100.00 Monthly Minimum
Miscellaneous Service Fees subject to change.
master.1197 FISERV
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Exhibit A-5
ANCILLARY MODULES
ONE-TIME
DESCRIPTION FEE MONTHLY FEE
General Ledger Accounting System with
Cost Center Accounting N/A Included
Asset Liability Management System $2,000 $325
Bond Account System $1,500 $200
Check Reconciliation $1,500 $200
Base/
$35.00
Per Input
File
Fixed Asset System $1,500 $200
Stockholder Accounting System $1,500 $200
Accounts Payable System N/A Included
Loan Custodial Module $1,500 $200
Automated Collateral Insurance Reporting Module N/A $65
Per Tape
Automated Credit Reporting Insurance Reporting
Module N/A $65
Per Tape
(1 per
Month
Included)
Holding Company Reporting Module $3,000 $300
Federal Call Reporting Module N/A Included
Safe Deposit Box Accounting System N/A Included
On-Line Loan Collection Module $4,000 $350
Telebanc N/A Included
Execubanc Banking Module $5,000 Base $400
plus $.03
per Total
Accounts
on File
(Continued)
master.1197 FISERV
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Exhibit A-5 - (Continued)
PC Banc $5,000 Base $400
plus $.03
per Total
Accounts
on File
Director $5,000 $500
Prime Data Warehousing $5,000 Base $400
Hardware/Software Per Separate Quote Plus $.03
Third Party Training Additional Per Total
Accounts
on File
(Monthly)
Base $400
Plus $.06
Per Total
Accounts
on file
(Weekly)
NetBanc (Internet Banking) Per Separate Quote
Paperless Item Module (PIM) N/A Included
IBB PowerLink N/A $300
Router Equipment Monthly Lease/Maintenance N/A $321.71
(Expires
8/2000)
EF7 100/EF7900/PWTeller $2,500 $250
PLUS Platform & Teller N/A Included
Sharp 6500 $2,500 $250
Platform Transfer CFI Loan/CFI Deposit/Bankers System $2,500 $250
Deposit/Bankers System Loan/Formation Technologies Loan per
Function
Ancillary Module One-Time Fees and Monthly Fees subject to change.
Implementation travel and related expenses additional.
master.1197 FISERV
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Exhibit H
FISERV SOLUTIONS, INC. DISASTER RECOVERY AGREEMENT
EFT/ATM SERVICES
(Atlanta Stratus Support Only)
I. A Disaster shall mean any unplanned interruption of the operations of or
inaccessibility to Fiserv's data center which appears in Fiserv's
reasonable judgment to require relocation of processing to a primary
recovery location. Fiserv shall notify Client as soon as possible after it
deems a service outage to be a Disaster. Fiserv shall move the processing
of Client's standard on-line services to a primary recovery location as
expeditiously as possible and shall coordinate the cut-over to back-up data
lines with the appropriate carriers. Client shall maintain adequate records
of all transactions during the period of service interruption and shall
have personnel available to assist Fiserv in implementing the switchover to
the primary recovery location. During a Disaster, optional or on-request
services shall be provided by Fiserv only to the extent that there is
adequate capacity at the primary recovery location and only after
stabilizing the provision of base on-line services.
II. Fiserv shall work with Client to establish a plan for alternative data
communications in the event of a Disaster.
III. Fiserv shall test its Disaster Recovery Services Plan by conducting an
annual test. Client agrees to participate in and assist Fiserv with such
testing. Test results will be made available to Client's management,
regulators, internal and external auditors, and (upon request) to Client's
insurance underwriters.
IV. Client understands and agrees that the Fiserv Disaster Recovery Plan is
designed to minimize but not eliminate risks associated with a Disaster
affecting Fiserv's data center. Fiserv does not warrant that service will
be uninterrupted or error free in the event of a Disaster. Client
maintains responsibility for adopting a disaster recovery plan relating to
disasters affecting Client's facilities and for securing business
interruption insurance or other insurance as necessary to properly protect
Client's revenues in the event of a disaster.
V. Monthly subscription fee $100.00.
ACCEPTED BY:
UNITED BANK & TRUST COMPANY FISERV SOLUTIONS, INC.
------------------------------------ ---------------------------------
Authorized Signature Authorized Signature
Printed Name: Printed Name: Xxxxxxx X. Xxxxxx
Title: Title: President Fiserv Atlanta
------------------------------------ ---------------------------------
Date Date
master.1197 FISERV
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Exhibit H
FISERV ATLANTA DISASTER RECOVERY AGREEMENT
ON-LINE SERVICES
I. A Disaster shall mean any unplanned interruption of the operations of or
inaccessibility to Fiserv's data center which appears in Fiserv's
reasonable judgment to require relocation of processing to a primary
recovery location. Fiserv shall notify Client as soon as possible after it
deems a service outage to be a Disaster. Fiserv shall move the processing
of Client's standard on-line services to a primary recovery location as
expeditiously as possible and shall coordinate the cut-over to back-up data
lines with the appropriate carriers. Client shall maintain adequate records
of all transactions during the period of service interruption and shall
have personnel available to assist Fiserv in implementing the switchover to
the primary recovery location. During a Disaster, optional or on-request
services shall be provided by Fiserv only to the extent that there is
adequate capacity at the primary recovery location and only after
stabilizing the provision of base on-line services.
II. Fiserv shall work with Client to establish a plan for alternative data
communications in the event of a Disaster.
III. Fiserv shall test its Disaster Recovery Services Plan by conducting an
annual test. Client agrees to participate in and assist Fiserv with such
testing. Test results will be made available to Client's management,
regulators, internal and external auditors, and (upon request) to Client's
insurance underwriters.
IV. Client understands and agrees that the Fiserv Disaster Recovery Plan is
designed to minimize but not eliminate risks associated with a Disaster
affecting Fiserv's data center. Fiserv does not warrant that service will
be uninterrupted or error free in the event of a Disaster. Client maintains
responsibility for adopting a disaster recovery plan relating to disasters
affecting Client's facilities and for securing business interruption
insurance or other insurance as necessary to properly protect Client's
revenues in the event of a disaster.
V. Monthly subscription fee $.01 per Deposit & Loan Account on File.
ACCEPTED BY:
UNITED BANK & TRUST COMPANY FISERV SOLUTIONS, INC.
------------------------------------ ------------------------------------
Authorized Signature Authorized Signature
Printed Name: Printed Name: Xxxxxxx X. Xxxxxx
Title: Title: President Fiserv Atlanta
------------------------------------ ------------------------------------
Date Date
master.1197 FISERV
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