AGREEMENT between FISERV SOLUTIONS, INC. 5718 Westheimer, Suite 200 Houston, Texas 77057 and FRANKLIN BANK, SSB 9800 Richmond, Suite 680 Houston, TX 77042 Date: January 1, 2006
EXHIBIT 10.26
AGREEMENT
between
FISERV SOLUTIONS, INC.
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
0000 Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
and
FRANKLIN BANK, SSB
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
0000 Xxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Date: January 1, 2006
AGREEMENT dated effective as of January 1, 2006 (“Agreement”) between FISERV
SOLUTIONS, INC., a Wisconsin corporation (“Fiserv”) and a wholly-owned subsidiary of FISERV, INC.,
and FRANKLIN BANK, a State Savings Bank (“Client”) for Data Account Processing Services.
Fiserv and Client hereby agree as follows
Exhibit A — Account Processing Services
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.
3. Fees for Fiserv Services. (a) General. Client agrees to pay Fiserv fees
outlined in the Exhibits.
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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.
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).
(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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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.
(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.
(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.
(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 and
will be enhanced and maintained in compliance with, in all material respects, all applicable
Federal laws and regulations including but not limited to the Xxxxxxxx-Xxxxx Act of 2002,
governing the Fiserv System and the Services; and (E) the Fiserv System is 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 within a
commercially reasonable time frame at no additional cost to Client. Client agrees to supply Fiserv
with a written request for correction of the error (“Correction Request”) within 7 days after
Client’s receipt of the work containing the error. If Client’s Correction Request is supplied to
Fiserv more than 7 days after Client’s receipt of the work containing the error but within 7 days
of Client’s commercially reasonable discovery of the error, Fiserv shall correct the data or
information within a commercially reasonable time frame at no additional cost to Client; however,
correction of the data or
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information may be done programmatically but no reprocessing will be done. 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: (i) no contractual
obligations exist that would prevent Client from entering into this Agreement; (ii) it has complied
with all applicable regulatory requirements; and (iii) 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 (iv)
the use by Client of the Fiserv System in a manner other than that provided in this Agreement; and
(v) any and all claims by third parties through Client arising out of the performance and
non-performance of Fiserv Services by Fiserv, provided that the indemnity listed in clause
(v) 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 CLAIMS OR
OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY CLIENT TO FISERV
FOR THE FISERV SERVICE RESULTING IN SUCH LIABILITY IN THE 6 MONTH PERIOD PRECEDING THE DATE THE
CLAIM ACCRUED. FISERV’S AGGREGATE LIABILITY FOR A DEFAULT RELATING TO THIRD PARTY 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 cutover 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. Upon Client’s request, Fiserv will provide
Client with a copy of the Disaster Recovery Plan Summary.
(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 at least
annually. 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 Disaster affecting Fiserv’s
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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.
(i) defaults in the payment of any sum of money due and fails to remedy such breach as set forth in Section 11(b);
(ii) breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any of its obligations and fails to cure such breach as set forth in Section 11 (a); 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;
(ii) breaches this Agreement in any material respect or otherwise defaults in any material respect in the performance of any of its obligations and fails to cure such breach as set forth in Section 11 (a); 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.
(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 a commercially
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)
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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 180 days from the final use of Client Files for
processing.
(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 $1 million coverage for Employer’s Liability.
(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 $1 million coverage for Employer’s Liability.
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 either party,
whether pursuant to change of control or otherwise, without the other party’s prior written consent
except that Fiserv shall have the right to assign, transfer or pledge this Agreement or any of its
interest to an Affiliate. “Affiliate” means an entity that owns more than 50% of Fiserv; an
entity that is more than 50% owned by the same entity that owns more than 50% of Fiserv; an entity
of which Fiserv owns more than 50% (“Subsidiary”); or an entity that is more than 50% owned by a
Subsidiary. Notwithstanding the foregoing, Client may assign this Agreement to a financial
institution acquiring Client with written notice to Fiserv of the assignment if the surviving legal
entity of said acquisition has a net worth greater than Client at the time of the acquisition.
Client agrees that Fiserv may subcontract any Services to be performed hereunder. Any such
subcontractors shall be required to
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comply with all applicable terms and conditions and any such subcontracting shall not relieve
Fiserv of any of its responsibilities hereunder.
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For Client: | ||
FRANKLIN BANK, S.S.B. | ||
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For Fiserv: | ||
FISERV SOLUTIONS, INC. | ||
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Exhibit A
Account Processing Services
Client agrees with Fiserv as follows:
(b) Fiserv provides systems security utilizing commercially reasonable standards to protect
Client Files from unauthorized access in compliance with applicable governmental regulations.
(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.
FRANKLIN BANK S.S.B. | FISERV SOLUTIONS, INC. | |||||
By
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Exhibit A-1
Account Processing Services
Fiserv Responsibilities
Fiserv will provide Client with the following Account Processing Services:
Base Services:
A. | Account Processing |
• | DDA | ||
• | NOW/MMA | ||
• | Savings | ||
• | IRAs | ||
• | Time Deposits | ||
• | Loans | ||
• | Closed Accounts | ||
• | Customer Records |
B. | Additional Services |
• | Commercial Account Analysis | ||
• | Cash Management Module | ||
• | CIS / Profitability | ||
• | On-Line NSF and Return Deposit Item Processing | ||
• | On-Line Report Writer(e-infosource) | ||
• | General Ledger System | ||
• | ACH, ATM, Debit Card Processing | ||
• | Optical File Creation | ||
• | Credit Bureau Data Extracts | ||
• | Disaster Recovery Hot-Site Participation | ||
• | Child Support Data Extract | ||
• | Annual SAS70 for Account Processing |
Network Support Services:
• | Data Communication Circuits from Fiserv’s account processing center to the point of connectivity to the Client’s Network. |
Training:
• | Refresher training available on request. |
Client Support:
• | Staffing and maintenance to undertake investigations, inquiries, and problem resolution associated with the Application Processing Services software. | ||
• | Applications support personnel will be available to assist and support Client’s support services staff. |
Third Party Software:
• | Evaluation, selection, licensing, and procurement of maintenance for third party application software (to be operated by Fiserv on Client’s behalf) as mutually agreed by Fiserv and Client. | ||
• | Obtain any necessary consents to utilize third party software licensed to Client as of the Effective Date, which consents shall be provided to Fiserv (the obtaining of such consents shall be a condition precedent to performance by Fiserv of its obligations). | ||
• | Advising Fiserv of any connections, upgrades, or enhancements that become available from third party vendors so that they may be installed on a mutually agreeable schedule and in accordance with the third party vendor’s recommended time schedule. | ||
• | Providing Fiserv with a complete copy of all license and maintenance agreements related to third party software. |
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Exhibit A-2
Fiserv agrees to provide the services defined in Section I below for a fixed fee of $83,820.00
per month calculated on a base of 108,852 accounts at $.77 per open account. January of each
year, beginning in 2007, the per open account fee will be adjusted for CPI changes as defined
in Exhibit A, Paragraph 2. The fixed fee for the subsequent year will be calculated by
multiplying the number of open accounts as of December 31st times the adjusted per
open account fee. The number of accounts, for any acquisition with a scheduled conversion date,
will be added to the number of Open Accounts, as of the December 31st, to determine
the total number of accounts.
I
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Standard Services Included In the Monthly Fixed Fee: |
A. | Account Processing: |
• | Demand Deposit Accounts | ||
• | NOW and Money Market Accounts | ||
• | Extra Cycle On-Line History (DDA/NOW/MMA) | ||
• | Savings Accounts | ||
• | Time Deposits | ||
• | XXX Accounts | ||
• | Mortgage Loans (IRFS) (Until merged with CLS) | ||
• | CLS (Combined Loan System) | ||
• | Customerfile Customer Records | ||
• | Closed Accounts |
B. | Other Services: |
• | Commercial Analysis System | ||
• | Cash Management System | ||
• | CIS / Profitability | ||
• | NSF Online w/Post Decision Notices | ||
• | e-InfoSource System | ||
• | General Ledger with Online, Autopost, Departmental Accounting, Application Interface Balancing | ||
• | General Ledger Eleven (11) Months Extra History Retention | ||
• | Credit Bureau Data Extracts (3) per month (per loan system) | ||
• | Twenty-Four Hour Online for Telephone Banking | ||
• | Child Support Data Tape | ||
• | Return Deposit Item System | ||
• | Optical File Creation | ||
• | Annual SAS70 for Account Processing | ||
• | Disaster Recovery Hot-site Participation | ||
• | ICSA Certification/Firewall | ||
• | Laserview Software Maintenance | ||
• | Extended IE Online Hours (9PM) | ||
• | Internet Banking Extract File (S1) | ||
• | S1 Refresh File | ||
• | IPS/Sendero Monthly Extract Files | ||
• | Extract Files for WNC Forced Insurance | ||
• | E-Safe Safe Deposit Box System | ||
• | E-Calls Message Tracking System |
C. | Electronic Transaction Services: |
• | ACH Origination/Receiving | ||
• | ATM Transaction Processing | ||
• | Debit Card Auto Ordering | ||
• | Debit Card Hold Processing |
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D. | ATM System Processing: |
• | ATM Driving / Monitoring (Direct Connect) | ||
• | ATM Terminal Surcharge | ||
• | PIX | ||
• | ATM End Point Settlement | ||
• | Pulse System Interchange | ||
• | Plus Duality |
II
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Special Processing Request, Pass-troughs and Additional Services will be provided at standard rates for the requested service or product. | |
III
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Conversion Services: |
Conversion fees for accounts added to Fiserv Houston through Acquisition will be:
• | All inclusive, flat fee of $20,000 per conversion during the initial term of this agreement. |
Fiserv shall charge a one-time conversion fee of $20,000 to convert the Core Applications
(Deposits, Loans and Safe Deposit Boxes) of the Acquisitions to the then current Fiserv system
used by Client. Services included will be planning, mapping, programming, converting and
balancing of the core applications. Data file extracts for check orders and debit card orders
will be considered part of the conversion. Request for special programming to change data on
the system will be done at current rates.
Fiserv Training Department will provide 32 hours of class room training plus five (5) books per training topic as part of this conversion fee. Travel expenses for the trainers will be in addition to the fixed fee. This fee will include on-site Customer Support for up to three people for no more than ten working days. Travel expenses for the support personnel will be in addition to the fixed fee.
Fiserv Training Department will provide 32 hours of class room training plus five (5) books per training topic as part of this conversion fee. Travel expenses for the trainers will be in addition to the fixed fee. This fee will include on-site Customer Support for up to three people for no more than ten working days. Travel expenses for the support personnel will be in addition to the fixed fee.
If an institution acquired by Client, by either merger or asset acquisition, is processed by
Fiserv Houston then Fiserv Houston will waive any termination fees referenced in such
institution’s contract with Fiserv for Account Data Processing.
If Client acquires a bank that has a contract with Fiserv or its Affiliate for account
processing services (the “Acquired Contract”), Fiserv or its Affiliate will waive 50% of the
applicable termination for convenience fee (up to $250,000) with respect to the account
processing services under the Acquired Contract if each of the following criteria are met:
(1) Account Processing Services continue to be processed in a Fiserv outsourcing environment. | ||
(2) This Agreement shall be amended, if necessary, to extend the termination date to be at least one year from the first month Client is billed for processing the acquired accounts. | ||
(3) The revenue for account processing of the acquired bank’s accounts for the first month after conversion is at least 80% of the account processing revenue under the Acquired Contract for the month immediately prior to the acquisition. |
V
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Customerfile Software: |
Customerfile software enhancements and custom programming will be provided based on the following:
• | Enhancement request, accepted for inclusion in a future release of the software, will be done at no cost to Client. | ||
• | System changes requested by Client that must be programmed and implemented independent of a software release, will be charged the published per-hour rate or a flat fee will be negotiated at the time the request is presented. The per-hour rate is published annually in the Optional Products and Services fee schedule. |
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Exhibit A-2
VI
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Fiserv agrees Client may contract with another Fiserv Business Unit to provide application processing. In the event that Client contracts with another Fiserv Business Unit, Client may terminate the applicable portion of this Agreement without payment of any termination fee or penalty to Fiserv Solutions, Inc. In the event that Client determines that the service provided cannot be adequately processed on Customerfile but Client does not contract with another Fiserv Business Unit, Client may terminate the applicable portion of this Agreement with the payment of a pro rata portion of the termination fee defined in Paragraph 11(f). Client and Fiserv agree to move the processing of Mortgage Loans from the IRFS (ML) System to Customerfile CLS. After one year processing on CLS, should Client deem the CLS application to not be suitable for processing Mortgage Loans, then Client may terminate the applicable portion of this Agreement. Prior to the exercise of this option the client will provide Fiserv an opportunity to make CLS suitable by submitting a written notice of system deficiencies. Fiserv will have six months from date of notification to make corrections. If Fiserv cannot bring the level of performance up to ML standards then Client can provide a written notice of discontinuance and terminate the applicable portion of this Agreement without early termination fees as stated above. | |
VII
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Fiserv will waive the Monthly Fixed Fee, as defined in this exhibit, for the first six months of the initial term of this agreement. |
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Exhibit A-3
The Fiserv Account Processing Center will be in operation for on-line Account Processing
Services in accordance with the following:
Monday
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7:00 A.M. — 7:00 P.M. | |
Tuesday
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7:00 A.M. — 7:00 P.M. | |
Wednesday
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7:00 A.M. — 7:00 P.M. | |
Thursday
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7:00 A.M. — 7:00 P.M. | |
Friday
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7:00 A.M. — 7:00 P.M. | |
Saturday
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7:00 A.M. — 2:00 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.
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Exhibit A-4
Performance Standards
Client agrees to deliver, or cause to be delivered, all data input, including Item
Processing data, balanced and ready for posting by Midnight of each processing day. In the event
this time is not met Fiserv Houston Account Processing cannot assume responsibility to meet the
Performance Standards defined below.
A. On-line Availability — Fiserv and Client agree that the availability of the
e-view on-line (on-line) is critical to the client’s business operation. On-line access will be
available to the client twenty-four (24) hours except for scheduled or preventative maintenance.
Each business day prior to 7 AM the online is interrupted for a few minutes to replace the online
files with updated information following the nightly update and each business day after 7 PM the
online is interrupted for a few minutes to extract the transactions that have accumulated during
the online business day. Preventive maintenance will not be scheduled during normal online
processing hours. Events that are out of the control of Fiserv, such as telephone line problems,
Client controlled equipment or a disaster is declared by Fiserv, will not be considered as
chargeable incidents.
In the event Fiserv should not make the 7 AM deadline or have unscheduled online interruptions
in excess of 8 times per month then Client may present a report of these incidents to Fiserv
Houston. Fiserv agrees to review this list and credit Client $50.00 for each incident that was
caused by, or could have been prevented by, Fiserv Houston.
B. Report Availability — Fiserv’s standard of performance for report availability
shall be that all Critical Daily Information shall be available in Franklin’s FTP
Critical Daily Information shall be 7:00 AM. Events that are out of the control of Fiserv,
such as telephone line problems, Client controlled equipment or a disaster is declared by Fiserv,
will not be considered as chargeable incidents.
In the event Fiserv should not make the 7 AM deadline in excess of 4 times per month then
Client may present a report of these incidents to Fiserv Houston. Fiserv agrees to review this
list and credit Client $50.00 for each incident that was caused by, or could have been prevented
by, Fiserv Houston.
C. Response Time — Fiserv’s standard of performance for response time shall be that
the daily response time for 98% of transactions shall be 4 seconds on average as determined from
measurements taken over a Measurement Period. A transaction shall mean a basic deposit,
withdrawal, or monetary transaction. The measurement shall begin when the last data element has
been transmitted from the central processor and shall end when the first data element has been
received at the controller. Fiserv will log and retain a record of response time maintaining
appropriate analytical reports. Fiserv will work with Client and third party vendors to ensure
commercially reasonable response time.
D. Client Inquiries — All Client inquiries will be acknowledged by Fiserv within 2
hours of request. A plan for resolution of the inquiry will be completed by Fiserv within 24 hours
of the inquiry unless a mutually agreeable time is accepted by Fiserv and Client.
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