EXHIBIT 99.1
Managed Services Agreement
--------------------------
This Services Agreement (this Agreement) is made as of September 8,
2005 (the "effective date"), by and between ProNet Solutions, Inc., an Arizona
corporation maintaining its corporate offices at 0000 Xxxx Xxxxxxxx Xxx., Xxxxx
000, Xxxxxxx, XX 00000 (ProNet), and American River Bankshares, (American
River), an California corporation maintaining offices at 0000 Xxxxx Xxxx Xx.
Xxxxxxxxxx, XX 00000.
WITNESSETH
----------
Whereas, American River desires to engage ProNet to provide certain
services to American River in connection with a "managed security services"
solution (the "Proposal"); and
Whereas, ProNet is willing to provide such services to American River
upon the terms and conditions set forth herein.
Now, therefore, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. SCOPE OF SERVICES
-----------------
a. ProNet agrees to undertake the services set forth on Schedule
A (the "Proposal"), which Schedule A is attached hereto and
incorporated herein by this reference. ProNet may be retained
to provide additional services beyond the Services subject to
agreement between American River and ProNet, which additional
services shall be subject to the terms and conditions of this
Agreement.
b. In performing the Services under this Agreement, ProNet shall
report and be responsible to the Chief Information Officer of
American River or such other person(s) as may be subsequently
designated by American River.
2. TERM
----
a. The initial term of this Agreement shall be one (1) year and,
unless written notice of non-renewal is provided by either
party at least 90 days prior to expiration of the term, this
Agreement shall automatically renew for a term of three (3)
years. This Agreement is effective as of the date written
above.
3. COMPENSATION
------------
a. During the term of this Agreement, American River agrees to
pay to ProNet, as full and complete payment for the
performance of the Services, the amount indicated in the
Proposal as included in Schedule A (the "Fee"). ProNet
acknowledges that it is not entitled to any other compensation
of any kind whatsoever unless specifically indicated on
Schedule A or covered by a separate written agreement between
the parties.
b. "Fees" are due and payable monthly upon receipt of invoice.
American River shall be invoiced no later than the 15th day of
the month preceding the month in which the services are
rendered, with the payment terms being net 30 days. In the
event any amounts due remain unpaid beyond the 30th day after
payment is due, American River shall pay a late charge of 1.0%
per month. American River agrees that it shall neither make
nor assert any right of deduction or set-off from invoices
submitted by ProNet for ProNet Services.
Page 4 of 17
4. PRONET'S REPRESENTATIONS AND OBLIGATIONS
----------------------------------------
a. ProNet represents and warrants to American River that they are
not now nor shall they be a party to any other agreement or
under any obligation to or restriction by any third party
which would prevent ProNet from entering into this Agreement
or which would adversely affect this Agreement, ProNet's
performance of the Services or any of the undertakings set
forth herein in any manner.
b. ProNet agrees to keep all necessary records relating to the
performance of the Services as American River may direct.
c. ProNet warrants that the provision of the Services shall be in
accordance with all applicable federal, state and local laws,
including any law, order or regulatory provision concerning
equal employment opportunities by federal contractors, and to
American River's reasonable satisfaction.
d. ProNet acknowledges and agrees that the results of all of the
Services are the sole and exclusive property of American
River. Upon request or upon the termination of this Agreement,
ProNet shall promptly deliver to American River all notes,
writings, lists, files, reports, correspondence, tapes, cards,
technical data or any product or document (whether maintained
in tangible documentary form, or in computer memory or other
electronic format) that ProNet or ProNet's employees produced
or received while performing the Services.
e. Privacy of Consumer Financial Information
All capitalized terms used in this Section and not otherwise
defined shall have the meanings set forth in the Federal
"Privacy of Consumer Financial Information" Regulation (12 CFR
Part 40), as amended from time to time (the "Privacy
Regulation"), issued pursuant to Section 504 of the
Xxxxx-Xxxxx-Xxxxxx Act (15 X.X.X 0000 et seq.). The parties
acknowledge that the Privacy Regulation governs disclosures of
nonpublic information about consumers.
ProNet further hereby represents and warrants that it will
comply with all aspects of the California Information Privacy
Act or any other State statute, regulation, or ruling with
regard to maintaining the confidentiality of consumer
information.
ProNet hereby represents and warrants as follows with respect
to any Nonpublic Personal Information which ProNet may become
aware of or receive while engaged under this contract. ProNet
agrees it shall:
i. Comply with the terms and provisions of the Privacy
Regulation, including, without limitation, the
provisions regarding the sharing of Nonpublic
Personal Information (as defined in the Privacy
Regulation);
ii. Not disclose or use any Nonpublic Personal
Information that it obtains from American River
and/or any of its subsidiaries, except to carry out
the purposes for which American River provided such
Nonpublic Personal Information, or as otherwise
permitted by the Privacy Regulation and other
applicable Federal, State or local laws and American
River's privacy policies and procedures;
iii. Not make any changes to its security measures that
would increase the risk of an unauthorized access;
and
iv. Not disclose any Nonpublic Personal Information
obtained by ProNet to any other entity, except as
follows;
a. To American River's Affiliates, with the
prior consent of American River;
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b. To ProNet's affiliates, provided, that its
affiliates may, in turn, disclose and use
the information only to the extent that
ProNet may disclose and use the information;
c. To an unaffiliated third party with the
prior consent of American River, in the
ordinary course of business in order to
carry out the activity for which the
information was disclosed to ProNet pursuant
to one of the following exceptions to the
Privacy Regulation;
d. As necessary to effect, administer or
enforce a transaction that a consumer
requests or authorizes;
e. In connection with servicing or processing a
financial product or service that a consumer
requests or authorizes, or maintaining or
servicing the consumer's account with
American River;
f. With the consent or at the direction of the
consumer; or
g. To protect the confidentiality or security
of American River's records pertaining to
the consumer, service, product or
transaction; to protect against or prevent
actual or potential fraud, unauthorized
transactions, claims or other liability; for
required institutional risk control; for
resolving consumer disputes or inquiries; to
persons holding a legal or beneficial
interest relating to the consumer, or acting
in a fiduciary or representative capacity on
behalf of the consumer; to provide
information to insurance rate advisory
organizations, guaranty funds or agencies,
or American River's attorneys, accountants
and auditors; to the extent specifically
permitted or required under other provisions
of law, to law enforcement agencies, a state
insurance authority, self-regulatory
organizations or for an investigation on a
matter related to public safety; to a
consumer reporting agency in accordance with
the Fair Credit Reporting Act; to comply
with Federal, State or local laws, rules and
other applicable legal requirements, or a
properly authorized civil, criminal or
regulatory investigation, or subpoena or
summons; or to respond to judicial process
or government regulatory authorities having
jurisdiction over American River for
examination, compliance or other purposes as
authorized by law.
ProNet shall permit American River to audit its operations for
compliance with this Section upon reasonable notice from
American River.
Notwithstanding any other term to the contrary contained
herein, this Section regarding Privacy or Consumer Financial
Information shall survive any termination, cancellation,
expiration and/or rescission of this Agreement.
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CONFIDENTIALITY
---------------
f. "American River Information" means: (a) confidential plans,
customer lists, information, and other proprietary material of
American River 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 ProNet);
and (b) any information and data concerning the business and
financial records of American River's customers, or used in
any way by ProNet in connection with the provision of ProNet's
Managed Security Services (whether or not any such information
is marked with a restrictive legend).
g. "ProNet Information" means: (a) confidential plans,
information, research, development, trade secrets, business
affairs (including that of any ProNet client, supplier, or
affiliate), and other proprietary material of ProNet 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 American River);
and (b) ProNet's proprietary services "best practices",
software tools, documentation, and all techniques, methods,
logic, architecture, and designs embodied or incorporated
therein (whether or not any such information is marked with a
restrictive legend).
h. "Information" means American River Information and ProNet
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.
i. 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.
j. Notwithstanding any provision in this Agreement to the
contrary, this obligation shall survive the termination of
this Agreement.
5. REGULATORY AGENCIES, REGULATIONS and LEGAL REQUIREMENTS
-------------------------------------------------------
a. American River agrees to comply with applicable regulatory
requirements and procedures for use of Services established by
ProNet.
b. Records maintained and produced for American River may be
subject to examination by such Federal, State, or other
governmental regulatory agencies as may have jurisdiction over
American River's business to the same extent as such records
would be subject if maintained by American River on its own
premises. American River agrees that ProNet is authorized to
give all reports, summaries, or information contained in or
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derived from the data or information in ProNet's possession
relating to American River when formally requested to do so by
an authorized regulatory or government agency.
c. American River agrees to comply with applicable regulatory and
legal requirements, including without limitation:
i. submitting a copy of this Agreement to the
appropriate regulatory agencies prior to the date
Services commence;
ii. providing adequate notice to the appropriate
regulatory agencies of the termination of this
Agreement or any material changes in Services;
iii. retaining records of its technology configurations,
settings, and policies as required by regulatory
authorities; and
iv. 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.
6. LIMITATION OF LIABILITY
-----------------------
a. In no event shall ProNet be liable for loss of goodwill, or
for special, indirect, incidental, or consequential damages
arising from client's use of ProNet's services regardless of
whether such claim arises in tort or in contract. Client may
not assert any claim against ProNet more than 2 years after
such claim occurred. ProNet's aggregate liability for any and
all causes of action relating to services shall be limited to
the total fees paid by American River to ProNet for services
resulting in such liability in the 2 month period preceding
the date the claim occurred.
7. TERMINATION
-----------
a. Except as provided elsewhere in this Section 8, 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. In the event any invoice remains unpaid by American River 60
days after due, or American River utilizes any other party to
manage the technology platform in a manner that disrupts the
efficient delivery of the ProNet Managed Security Services
solution described herein, ProNet, at its sole option, may
terminate this Agreement. Any invoice submitted by ProNet
shall be deemed correct unless American River provides written
notice to ProNet within 15 days of the invoice date specifying
the nature of the disagreement.
c. Remedies contained in this Section 8 are cumulative and are in
addition to the other rights and remedies available to ProNet
under this Agreement, by law or otherwise.
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d. If American River:
1. defaults (all terms are net 30 days from the date on
the invoice, and in default 61 days from the date of
the invoice, unless otherwise agreed upon between
both parties) in the payment of any sum of money due;
2. breaches this Agreement in any material respect or
otherwise defaults in any material respect in the
performance of any of its obligations; or
3. 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
American River'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, ProNet may, upon written notice,
terminate this Agreement and be entitled to recover from
American River 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. American River agrees to reimburse
ProNet for any expenses ProNet may incur, include
reasonable attorneys' fees, in taking any of the foregoing
actions.
e. American River may terminate this Agreement by paying a
termination fee based on the remaining unused term of this
Agreement, the amount to be determined by multiplying American
River's six-month average billing of ProNet's Managed Security
Services received by American River during the term by 50%
times the remaining months of the term if terminated during
the first year of the contract. Should the contract be allowed
to renew for a three year term, the termination fee will be
based on 50% of the previous six-month average billing times
the remaining months of the term if cancelled during the first
year of renewal; 30% of the previous six-month average billing
times the remaining months of the term if cancelled during the
second year of renewal, and; 20% of the previous six-month
average billing times the remaining months of the term if
cancelled during the third year of the renewal. In no case
shall the termination fee exceed $250,000.
f. Should ProNet be sold or acquired by a 3rd party during the
term of this Agreement, and the acquiring party not provide
the services as described in Schedule A, then American River
shall have the same right of cure and termination as
identified in Section 8 (a) of this Agreement.
8. INDEMNIFICATION
---------------
a. American River agrees to hold harmless, indemnify, and defend
ProNet and its officers, owners, employees, agents,
representatives, insurers, and affiliated or related entities
from and against all claims or actions based upon or arising
out of any damage or injury to persons or property caused by
the gross or willful negligence of American River and/or its
employees sustained by ProNet in connection with ProNet's
performance of services under this contract or to be performed
by ProNet or its employees or agents of ProNet.
b. ProNet agrees to hold harmless, indemnify, and defend American
River and its officers, owners, employees, agents,
representatives, parents, subsidiaries, affiliates, directors,
insurers, from and against (1) all claims or actions based
upon or arising out of any damage or injury to persons or
property incurred by American River, its officers, owners,
employees, agents, representatives, parents, subsidiaries,
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affiliates, directors, and insurers caused by ProNet in
connection with ProNet's performance of the services
hereunder, whether performed by ProNet or its employees or
agents of ProNet; (2) any failure of ProNet to comply with its
obligations herein; (3) any violation by ProNet of any statute
or regulation, including any state or federal tax, labor
relations, wage and hour, employment discrimination, wrongful
termination or other employment related statute or policy with
respect to ProNet or any employees of ProNet performing
services, or (4) any untrue or inaccurate representation by
ProNet in this Agreement.
9. NOTICES
-------
Any notice required or permitted to be given hereunder shall be in
writing and shall be either (i) delivered personally by hand, (ii)
sent by registered or certified mail, or (iii) sent by recognized
qualified overnight delivery service (e.g. Federal Express). All
such notices shall be sent postage prepaid to the addresses of
each party set forth below or to such other address or addresses
as shall be designated in writing in the same manner.
To ProNet: To American River:
ProNet Solutions, Inc. Same address as noted above
Attn: Xxxxxxx X. Xxxxx, President
0000 Xxxx Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
10. AUDIT and FINANCIAL CONDITION
-----------------------------
a. ProNet employs an external 3rd party auditor responsible for
ensuring the integrity of its processing environments and
internal controls. In addition, ProNet provides for periodic
independent audits of its operations as required by the
regulatory bodies. ProNet shall provide American River with a
copy of such audits of ProNet within a reasonable time after
its completion, and shall also provide a copy of such audit to
the appropriate regulatory agencies, if any, having
jurisdiction over ProNet's provision of services.
b. ProNet shall provide American River and the appropriate
regulatory agencies so requiring a copy of ProNet Solutions,
Inc.'s audited consolidated financial statements.
c. ProNet shall provide American River with an annual Due
Diligence document that shall include, but not be limited to:
insurance coverage's, security policies, backup strategies and
plans, copies of disaster recovery testing of ProNet's company
and processes.
d. ProNet will provide American River with a copy of any and all
third party reviews or audits of ProNet Solutions' operations.
Such reviews, as required by the various regulatory agencies,
will be performed by independent third parties, and any
charges for such reviews or audits shall be distributed evenly
to all contracted ProNet parties. ProNet will provide the bank
with any and all such invoices and costs of the reviews shall
be prorated, and audits and be invoiced separately for said
costs as incurred.
11. MISCELLANEOUS PROVISIONS
------------------------
a. 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 American River,
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whether pursuant to change of control or otherwise, without
ProNet's prior written consent. American River agrees that
ProNet may subcontract certain services to be performed
hereunder. Any such subcontractors shall be required to comply
with all applicable terms and conditions.
b. The captions or heading in this Agreement are for convenience
only and shall not be considered a part of or affect the
construction or interpretation of any provision of this
Agreement.
c. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which
shall constitute one and the same instrument. The parties may
evidence execution of this Agreement by faxing a signed
counterpart to the other party, which shall be deemed an
original.
d. This Agreement has been executed in the State of California
and shall be governed by the laws thereof; and the State of
California shall be the sole and exclusive forum for the
resolution of all disputes arising under or relating to this
Agreement.
e. The invalidity or unenforceability of any term, provision,
clause, or any portion thereof, of this Agreement shall in no
way impair or effect the validity or enforceability of any
other provision of this Agreement, which remains in full force
and effect.
f. No failure or delay by a party to insist upon the strict
performance of any term or condition under this Agreement or
to exercise any right or remedy available under this Agreement
at law or in equity, and no course of dealing between the
parties, shall imply or otherwise constitute a waiver of such
right or remedy, and no single or partial exercise of any
right or remedy by any party will preclude any other or
further exercise thereof. Except as otherwise provided in
Section 8, all rights and remedies provided in this Agreement
are cumulative and not alternative and are in addition to all
other available remedies at law or in equity.
g. All claims, disputes and other matters in question arising out
of or relating to this Agreement or the breach or
interpretation thereof shall be resolved by binding
arbitration before a representative member, selected by the
mutual agreement of the parties, of the Judicial Arbitration
and Mediation Services, Inc. ("JAMS"), in accordance with the
rules and procedures of JAMS then in effect. In the event JAMS
is unable or unwilling to conduct such arbitration, or has
discontinued its business, the parties agree that a
representative member, selected by the mutual agreement of the
parties, of the American Arbitration Association, San
Francisco, California ("AAA"), shall conduct such binding
arbitration in accordance with the Commercial Arbitration
rules AAA and procedures of the AAA then in effect. Notice of
the demand for arbitration shall be filed in writing with the
other party to this Agreement and with JAMS (or AAA, if
necessary). In no event shall the demand for arbitration be
made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter in
question would be barred by the applicable statute of
limitations. Any award rendered by JAMS or AAA shall be final
and binding upon the parties, and as applicable, their
respective legal representatives, agents, successors and
assigns, and may be entered in any court having jurisdiction
thereof. Any arbitration hereunder shall be conducted in
Sacramento, California unless otherwise agreed to by the
parties.
The parties expressly state that it is their intent to
arbitrate disputes between them. Therefore, this Agreement
shall be construed so as to be consistent with applicable
federal and California state law, and to be enforceable to the
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maximum extent allowable by law to provide arbitration as the
forum to resolve their disputes. If necessary, any portion of
this Agreement that is unenforceable by law shall be stricken,
and the arbitrator or the court, as the case may be, shall
have the power to reform this Agreement to the extent
necessary to comply with applicable law and to give effect to
the parties' intent that they shall arbitrate their disputes.
Each party shall pay their own attorney's fees and costs,
except that if applicable law allows the prevailing party to
recover attorney's fees, costs, and expenses, the parties
agree the arbitrator may award the prevailing party reasonable
attorney's fees, costs, and expenses incurred in the
arbitration.
All proceedings and documents prepared in connection with any
arbitration shall be confidential and, unless otherwise
required by law, the subject matter thereof shall not be
disclosed to any person other than the parties in the
proceedings, their counsel, witnesses and experts, the
arbitrator, and, if involved, the court and court staff.
h. American River and ProNet agree not to hire each others
employees during the term of this Agreement and for a period
of 12 months after any termination or expiration thereof,
except with the other parties prior written consent.
i. This Agreement constitutes the entire agreement between the
parties relating to the subject matter hereof. The Agreement
supersedes all prior understandings, negotiations and
discussions, written or oral, of the parties relating to the
Services. Any alteration or modification of any of the
provisions in this Agreement or any termination or replacement
of this Agreement shall not be valid unless in writing and
signed by the parties.
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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement the day
and year first above written.
AMERICAN RIVER BANKSHARES PRONET SOLUTIONS, INC.
------------------------- ----------------------
By: /s/ XXXXX XXXXXX By: /s/ X. XXXXXXX
---------------------------- ---------------------------------
Name: Xxxxx Xxxxxx Name: X.Xxxxxxx
------------------------- ------------------------------
Title: EVP, CIO Title: Bus.Unit MGR
------------------------- ------------------------------
Date: September 8, 2005 Date: September 8, 2005
------------------------- ------------------------------
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SCHEDULE A
----------
DETAILED MANAGED SERVICES DESCRIPTION
-------------------------------------
1. SPECIFICATION OF SERVICES TO BE RENDERED:
-----------------------------------------
The Services to be provided by ProNet are in detail on Exhibit
A (Proposal) attached hereto and incorporated herein by this
reference. Exhibit A is the service that will be provided to
American River.
Executive Summary:
American River Bankshares, (American River) has expressed interest in pursuing
ProNet Solutions' (ProNet) Virtual Network Management Support services (VNMS);
an outsourced solution for managing and supporting the enterprise LAN/WAN
network. It is recognized that an increased dependency on technology and an
increasingly stringent regulatory environment has created a need for a more
substantial planning and support mechanism for the IT environment. As such,
American River is exploring the option of outsourcing support of their LAN/WAN
environment. Advantages to the financial institution would include:
o Regulatory Compliance
Audit pressures and regulations require a documented and secure IT
platform. ProNet's VNMS ensures this, and assists bank management with
any IT regulatory reviews. In addition, ProNet maintains compliance
with recommended compliance standards (FFIEC) regarding security and
best practices which includes the Gramm Xxxxx Xxxxxx and Sarbanes Oxley
Acts.
ProNet will utilize its company resources and best efforts to maintain
a satisfactory or higher rating. Should ProNet fail to do so, and it be
determined that the failure to do so was within the control of ProNet,
then ProNet shall immediately undertake all efforts to restore the
compliance of those areas deemed insufficient at it's own cost, and
American River will have the right to terminate the Agreement between
ProNet and American River at will.
o Financial Institution Expertise
Through ProNet's experience with financial institution technology
platforms and regulatory reviews, American River will have the
confidence that its technology platform will be managed to industry and
regulatory best practices.
o Improved End User Support and Productivity
As a result of combined Best Practices, strict Service Level Agreements
(SLAs), results driven methodologies, and qualified engineering staff,
ProNet will optimize the current IT environment while maximizing the
investment American River will make in technology. In addition, ProNet
utilizes a Single Point Of Contact (SPOC) help desk solution that
affords each American River employee the opportunity to receive
immediate and effective technical support.
o Cost Effectiveness
The Services provided and described in this proposal are provided to
American River on a "monthly fixed fee" basis. Since the pricing is
based on the number of branch locations, servers and desktop
workstations, American River can establish a monthly budgeted amount
for the WAN/LAN support component of the technology platform. ProNet
also believes that the pricing model is intended to place significant
emphasis on ProNet to maintain a standard and stable technology
platform that reduces the amount of end user support related requests.
In essence, the pricing model ensures that American River will minimize
its exposure to unexpected support needs, while ProNet will be
"incented" to provide a proactive support model that reduces the
reactive support required by American River users.
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o IT Strategic Planning
ProNet works with its customers to ensure that their investment in
technology is providing a positive ROI and that they are building the
technology platform that will drive company growth and regulatory
compliance.
o 3rd Party Vendor Management
American River will utilize a number of 3rd party technology vendors to
complete its technology offerings for its business needs. ProNet will
work with and coordinate any 3rd party technology vendor related needs
to ensure the efficient and optimal use of the technology investment.
In essence, ProNet believes that it can enhance the problem resolution
process by having its engineers identify and resolve issues with the
3rd party vendors in a direct fashion. Not only is this more timely,
but it typically eliminates the need for the end user to be engaged.
o Strategic Initiatives
ProNet's Project Management team will provide American River with a
team of qualified engineers to complete strategic technology
initiatives at the financial institution in a timely manner. ProNet's
Project Management team uses a strict process-driven methodology, which
ensures cost effectiveness and limited end-user downtime.
Page 15 of 17
Service Overview
1. Network Management Best Practices for Managed Services Solution
Reporting Management/
Asset Management Contingency Management Metrics Analysis
---------------- ---------------------- ----------------
[ ] Asset Tracking / Reporting [ ] Data Backup Management [ ] Metric analysis
[ ] Procurement services [ ] Backup monitoring and notification [ ] Benchmarking & Trending Analysis
(hardware & software quotes)
[ ] Warranty Management [ ] Failed backup escalation [ ] Capacity & Performance
[ ] Licensing Management [ ] Incremental backup processes [ ] LAN Admin security reporting
[ ] Lease Management [ ] Data / Application Restoration [ ] End User satisfaction
[ ] Auditing and Updating
[X] Refresh/Cascade Strategies Documentation Management Security Management
[X] Disposal Management ------------------------ -------------------
[ ] Network Documentation [ ] Security Policies
WAN & LAN
[ ] Updates / Version Control [ ] Risk Management
Capacity / Performance [ ] Disaster Recovery support tool [ ] Operational Security
/ Availability Management Patch Management
------------------------- Servers Weekly & PCs ad hoc
[ ] Real Time Management Incident Management [ ] Network Security
[ ] System planning ------------------- [ ] Access Control
[ ] Capacity Monitoring [ ] Initiation [ ] Incident Response
WAN & LAN
[ ] Performance Monitoring [X] Knowledge Management [ ] Auditing and Updating
WAN & LAN
[ ] Availability Monitoring [ ] Incident Tracking and Prioritization
WAN & LAN Vendor Management
[ ] System optimization management [ ] Escalation -----------------
[ ] Auditing and Updating [ ] Resolution [ ] Request management
[ ] Reporting [ ] Escalation management
Change/Project Management [ ] SLA management [ ] Notification services
------------------------- [ ] SLA Management
[ ] Change Control [X] Due Diligence
[ ] Request Management Platform Management
[ ] Planning and documentation -------------------
[ ] Risk and Impact Analysis o Standardization
(Servers and PCs)
[ ] Testing and back out planning [ ] Software Distribution
(includes software packaging)
[ ] Approval Process [ ] Version Control
[ ] Execution [X] Image Creation
[X] Review Project Close [ ] Remote imaging processes
[ ] Audits and updates
Page 16 of 17
Schedule
ProNet is prepared to commence services in a timeframe to be mutually agreed
upon with American River.
Fees
ProNet's financial institution customer base have seen large economic advantages
upon entering into ProNet's managed services. These institutions gain access to
ProNet's best practice technology management, which ensures the efficiency of
the technology platform and regulatory compliance.
o ProNet utilizes economies of scale to leverage enterprise wide tools
that would otherwise only be affordable to large institutions.
o ProNet's VNMS & MSS fee structure allows American River to maintain a
planned monthly IT budget.
o ProNet's pricing structure enables the financial institution to predict
the technology cost of their growth and expansion. The structure also
eliminates the need for the financial institution to add additional
technology FTEs in the organization, saving salary and benefits burden
required by these individuals.
----------------------------------------- ------------ ------------------------------- -------
Per Device Pricing: Proposed Inventory:
----------------------------------------- ------------ ------------------------------- -------
Per Infrastructure Location $350 per mo. Currently 12 Locations $ 4,200
(includes routers, switches & firewalls)
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Per Win2K/2003 Server $550 per mo. Current 12 Servers $ 6,600
----------------------------------------- ------------ ------------------------------- -------
Per WinTerm/Workstation* $ 40 per mo. Currently 135 Workstations $ 5,400
----------------------------------------- ------------ ------------------------------- -------
Monthly Fee $16,200
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* Current WinTerm Strategy outlines approximately 24 workstations required
for bank operations. The remainder of the bank's workstations will be
migrated to WinTerms in the event of service issues on these machines.
** Strategic initiatives and projects would be billed according to the
appropriate proposals
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VNMS Service Description Cost
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Start-Up Fees
Software and Hardware: $ 3,555 $19,475
Network Health Assessment: $15,920
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VNMS & MSS Monthly Fees
Includes VNMS Reactive, Proactive & $16,200
Assessment services and Managed Security
Services as outlined in this proposal.
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