Exhibit 10.2
Data Processing Contract between Chestatee State Bank and its successors, dated
January 20, 1998
PROVESA, INC.
DATA PROCESSING AGREEMENT
This DATA PROCESSING AGREEMENT is made and entered into as of the 20th day of
January 1998, by and between Chestatee State Bank, located at GA Hwy. 53 East,
Dawsonville, Georgia, and its successors (herein referred to as the
"Participating Bank"), and Provesa, Inc., located at 0000 Xxxxxxx Xxxxxx Xxxx,
Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 (herein referred to as the "Computer
Center").
In consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
1. Data Processing Services. Computer Center agrees to render to Participating
Bank the data processing services described on Exhibit "A" (the "Services")
for the term of this Agreement, and Participating Bank agrees to purchase
the Services. This Agreement describes the general nature of the Services
and the terms under which the Computer Center is to provide or make the
Services available to the Participating Bank. In the event of any conflict
between the language of this Agreement and any brochures, verbal
representations, or other materials describing the Services, the language
of this Agreement shall control.
2. Conversion of Participating Bank's Information.
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a) Within a reasonable time following execution of this Agreement,
Computer Center will undertake the programming required to convert
Participating Bank's information files into a format compatible with
the Computer Center systems. Participating Bank agrees to cooperate
with Computer Center in this endeavor and to provide all information
and assistance required for Computer Center to successfully convert
Participating Bank's information files to a form compatible with
Computer Center's systems and equipment so that Computer Center can
provide the Services. Among other things, Participating Bank shall
deliver conversion input information, in its entirety, in a mutually
acceptable medium, as and when the parties agree.
b) Computer Center shall determine, in accordance with its normal
acceptance procedures, when Participating Bank's information files
have been successfully converted and when the Services to be provided
by Computer Center to Participating Bank are operational and available
for Participating Bank's use. Participating Bank agrees to review and
check the information converted by Computer Center within ten (10)
days after notice to Participating Bank of Computer Center's
completion of conversion. Computer Center reserves the right to
postpone conversion of Participating Bank's information files if
Participating Bank is late in delivering its conversion input
information or if any other circumstanc4s arise that might jeopardize
the successful completion of Participating Bank's information
conversion or the processing of the Participating Bank's following
day's transactions for any other customers of Computer Center.
c) In the event the conversion process is stopped, cancelled, or
suspended by Participating Bank, Participating Bank agrees to pay
Computer Center all labor costs, expenses, and charges incurred by
Computer Center in preparing to perform under this Agreement. Computer
Center shall submit to Participating Bank an itemized statement of all
such charges and Participating Bank agrees to pay said statement prior
to the return to Participating Bank of any conversion input
information or data provided to Computer Center and, in any event,
within thirty (30) days after receipt.
d) Computer Center shall provide to Participating Bank training for a
maximum of five (5) working days so that Participating Bank may fully
utilize the Services provided by Computer Center at the time of
conversion of Participating Bank's information.
3. Input and Output Data. Participating Bank shall be responsible for
providing to Computer Center all input data and other information necessary
for Computer Center to perform the Services and to prepare those reports
described on attached Exhibit "C" (the "Reports"). The input data shall be
transmitted by Participating Bank to Computer Center in a format acceptable
to Computer Center via an approved telecommunication method and system.
Participating Bank is solely responsible for the accuracy and delivery of
all information to be provided to Computer Center for processing. Computer
Center agrees to provide Participating Bank with Reports at such times as
are described on Exhibit "C", provided, however, that in any event Computer
Center shall have a reasonable amount of time after receipt of the input
data from Participating Bank to process such data. All Reports shall be
delivered by Computer Center to Participating Bank by telecommunications to
a remote printer designated by Participating Bank. The design and format of
any Reports or forms to be prepared by Computer Center must be approved by
Computer Center.
4. Term. This Agreement shall begin on the date hereof and shall remain in
effect for a period of five (5) years (the "Term") following the first
fully calendar month subsequent to the date hereof in which any Services
commonly known as processing services are provided by Computer Center to
Participating Bank, as evidenced by the billing records of Computer Center.
This Agreement shall automatically renew for the same Term unless written
notice of termination is delivered by either party to the other at least
one hundred eighty (180) days prior to the original expiration date or
subsequent renewal expiration dates of the Agreement.
5. Assistance from Participating Bank. In addition to the input data to be
delivered by Participating Bank pursuant to paragraph 3 above, Computer
Center's performance of the Services may, form time to time, require data,
documents, descriptions or acts to be furnished by, or to be qualified or
processed in part by, the Participating Bank or its personnel. Computer
Center agrees to give prompt notice of such requirements to Participating
Bank, and Participating Bank agrees to furnish such data, documents,
descriptions or acts and to make such personnel, records and facilities
available within such time or times after its receipt of such notice and in
such manner as shall be reasonably necessary to enable the Computer Center
to perform the Services.
6. Communications. Participating Bank shall bear all risk of loss or damage to
items, records, other input data, or Reports and other output data during
communication or delivery of such data between the Participating Bank's
office and the Computer Center. Participating Bank shall be responsible for
and shall pay all charges related to communications between Participating
Bank and Computer Center.
7. Equipment.
---------
a) Participating Bank agrees that it is responsible for all
communications between Participating Bank and Computer Center. When
communicating with, or transferring data to, or receiving data from,
Computer Center, Participating Bank shall, at its own cost and
expense, use and maintain only such terminals, modems and other
hardware, firmware and software (hereinafter collectively referred to
as the "Equipment') as may be compatible with the systems and
communications networks of Computer Center. The Participating Bank's
Equipment must be completely compatible with the systems and
communications networks of Computer Center, and if requested by
Computer Center, Participating Bank shall be responsible for providing
sufficient information about the Equipment to Computer center and for
performing adequate tests to demonstrate that the Equipment is in good
working order and completely compatible with the systems and
communications networks of Computer Center.
b) Unless otherwise agreed by the parties, Computer Center shall schedule
and arrange for the communications services, including communications
equipment installation, with the communication provider. Participating
Bank shall be responsible for paying all charges imposed by the
provider of the communications equipment, such as the telephone
company, for the Equipment installation, as well as for any charges
for additional connections or changes to locations or future services.
Computer Center shall not be responsible for the reliability or
continued availability of the telephone lines, communications
facilities, or electrical power used by Participating Bank in
utilizing the Services provided by Computer Center hereunder. Computer
Center will cooperate with communications vendors as appropriate so
that communications between participating Bank and Computer Center
facilities function properly.
8. Limitation of Liability.
-----------------------
a) Computer Center shall not be responsible for any failure in providing
the Services, any delays in processing, or any failure or delay in the
delivery of any Reports that may be caused, in whole or in part, by
strikes, lockouts, riots, epidemics, governmental actions or
regulations, natural disaster, fire, inclement weather, acts of God,
computer breakdown or failure, communications failure, interruptions
in telephone or electrical service, courier's failure to timely
deliver, or any other causes beyond its reasonable control. In the
event such delays exist without interruptions for a period of more
than thirty (30) days, Participating Bank or Computer Center may elect
to terminate this Agreement without breach. Participating Bank is
under no duty to make any payments to Computer Center for any period
exceeding five (5) consecutive business days in which the Services are
not performed by Computer Center as a result of a natural disaster or
other phenomenon mentioned above.
b) Computer Center's obligation to Participating Bank hereunder in
performing the Services is to exercise the same degree of care and
diligence used in processing information and compiling reports for its
own use. Computer Center's sole responsibility to Participating Bank
or any third party for any claims, notwithstanding the form of such
claims (e.g., contract, negligence or otherwise), arising out of
errors or omissions in the Services or Reports provided or to be
provided hereunder and caused by Computer Center (provided that
Participating Bank shall have promptly notified Computer Center of any
such errors or omissions), shall be to furnish at Computer Center's
costs the correct Services or Report and/or to correct the applicable
Participating Bank files.
c) Computer Center will make every reasonable effort to be available to
provide Services during the hours referred to in paragraph 20 below.
Accordingly, Computer Center's liability to Participating Bank or any
third party for claims, notwithstanding the form of such claims (e.g.,
contract, negligence or otherwise) arising out of the unavailability
or inaccessibility of Computer Center's system, or the interruption in
or delay of Services provided or to be provided by Computer Center
hereunder, shall be to use reasonable efforts to resume the Services
as promptly as practicable, provided, however, that Computer Center
shall not be responsible for communication failures caused, in whole
or in part, by the incompatibility or failure of Participating Bank's
Equipment or by third party telecommunication or electric lines or
equipment.
d) Computer Center shall not be liable to Participating Bank
for errors resulting from defects in, or malfunctions of, the
mechanical or electronic equipment used by participating Bank or
Computer Center in performing the duties and obligations contemplated
in and covered by this Agreement.
e) Computer Center shall not be liable for damages arising under this
Agreement, regardless of the claim, unless such damages result from
gross negligence or willful misconduct on the part of Computer Center'
officers or employees, in which case Computer Center's liability will
be limited to actual damages directly resulting from such gross
negligence or willful misconduct. In any event, any damages for which
Computer Center may be liable shall be limited to the service charges
received by Computer Center from Participating Bank for Services
during the thirty-six (36) months prior to the alleged damage.
If Participating Bank desires to obtain insurance protection against any
such losses, or to cover fidelity losses through an endorsement to its
own blanket bond coverage, Computer Center agrees to cooperate with
Participating Bank in obtaining such insurance. In the event
Participating Bank recovers insurance proceeds pursuant to such
insurance, such proceeds shall constitute a setoff against actual
damages claimed by Participating Bank that directly result from gross
negligence or willful misconduct of Computer Center. It is understood
that all costs and expenses of such insurance shall be paid by
Participating Bank. Computer Center agrees to maintain, with coverage
amounts determined by Computer Center, fidelity bond coverage with
respect to any dishonest acts which may be committed by Compute Center
personnel, and insurance in policy amounts and types determined by
Computer Center, with respect to hazards, including losses by Computer
Center form fire, disaster, and other events which may interrupt
normal services.
f) IN NO EVENT WILL COMPUTER CENTER BE RESPONSIBLE FOR SPECIAL, RELIANCE,
INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY ACT
OR OMISSION BY COMPUTER CENTER IN CONNECTION WITH THIS AGREEMENT, EVEN
IF COMPUTER CENTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER SUCH DAMAGES ARISE IN AN ACTION AT LAW OR IN EQUITY,
FOR BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, BREACH
OF UCC PROVISIONS, NEGLIGENCE OR INTENTIONAL TORT. FURTHERMORE,
COMPUTER CENTER SHALL NOT BE LIABLE FOR PARTICIPATING BANK'S LOST
PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR FOR EXEMPLARY DAMAGES. THE
PROVISIONS HEREOF ARE IN LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED,
WHETHER OF MERCHANTABILITY, FITNESS OR OTHERWISE.
9. Compliance with Federal Regulations. Computer Center warrants that it
maintains a formal agreement with a suitable processing center to provide
backup facilities capable of processing Participating Bank's data and
satisfying all requirements of this Agreement. Further, Computer Center
shall comply with all federal rules and regulations applicable to it
relating to the conduct of its business.
10. Review of Reports. It will be the responsibility of Participating Bank to
maintain audit controls and/or procedures which may be required by
supervisory authorities under regulations to which the Participating Bank
is subject. Balancing of input totals to computate generated output totals
will be the responsibility of Participating Bank, and Computer Center
accepts no responsibility for the correctness of these totals. Computer
Center will exercise reasonable care and diligence in maintaining controls
over the Services rendered Pursuant to this Agreement.
11. Third Party Audit. Computer Center shall provide to Participating Bank a
copy of the most recent third party service audit of the records of
Computer Center upon request by Participating Bank and payment by
Participating Bank of a reasonable and customary charge. If requested,
Computer Center shall also provide to Participating Bank annual audited
financial information regarding Computer Center at no charge.
12. Fees. In consideration of the Services provided by Computer Center,
Participating Bank shall pay to Computer Center each month, in advance
based upon the prior month's activity, those fees described on attached
Exhibit "B". The fees set forth on Exhibit "B" are exclusive of any
applicable taxes or assessments, however designated, which may be levied or
assessed by any government or other taxing authority having jurisdiction to
levy such tax upon the Services. Participating Bank agrees to pay Computer
Center the amount of such taxes or assessments, whenever requested by
Computer Center. The fees described on Exhibit "B" may be changed from time
to time by Computer Center upon thirty (30) days prior notice to
Participating Bank, provided, however, that the maximum annual increase in
any fee described in Exhibit "B" shall not exceed six percent (6%) per year
or twelve percent (12%) for the term of the agreement.
In the event the Participating Bank acquires another financial institution
or branch of a financial institution, the Computer Center reserves the
right to review volume growth (assets and account volume) and make
necessary adjustments in pricing as may more accurately reflect the
Computer Center's standard account pricing as described in Exhibit "B".
13. Other Fees. In the event Participating Bank requests that Computer Center
procure forms that are to be supplied by Participating Bank pursuant to
Exhibit "C", Participating Bank shall pay to Computer Center the cost of
such forms plus Computer Center's reasonable and customary markup when
billed. If overtime and/or special handling is requested by Participating
Bank or is required because of delays not the fault of Computer Center,
Participating Bank agrees to pay Computer Center at the established rates
then in effect for overtime and/or special handling of production
operations and for any other out-of-pocket expense related thereto. If it
is necessary for Computer Center to return the finished products to
Participating Bank by special carrier or special messenger, Computer Center
shall notify Participating Bank by telephone and Participating Bank shall
be charged with out-of-pocket expenses incurred by Computer Center as a
result of such special handling, unless Participating Bank objects to such
special handling at the time it receives such notice. In the event Computer
Center agrees to develop any special programs for or on behalf of
Participating Bank, Participating Bank agrees to pay Computer Center its
development costs plus a reasonable markup. In addition, Participating Bank
may be required to pay a license fee as agreed by the parties for such
special software.
14. Confidentiality.
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a) Computer Center agrees to hold in confidence all information relating
to the assets, liabilities or other business affairs of Participating
Bank , or any customers of Participating Bank, which are received by
Computer Center pursuant to this Agreement or in the course of
rendering the Services. It is expressly agreed and understood,
however, that performance of the Services will be subject to
examination by regulatory authorities, including, but not limited to,
(i) the Comptroller of Currency, (ii) the Board of Governors of the
Federal Reserve System, (iii) the Board of Directors of the Federal
Deposit Insurance Corporation, and (iv) the State Banking Department,
and that as part of the performance of Services hereunder, Computer
Center shall submit or furnish to the regulatory agencies reports,
information, assurance or other data as may be required under
applicable laws and regulations to which either party is subject.
b) Participating Bank acknowledges and agrees that all computer programs,
codes, and information regarding Computer Center's business
operations, pricing, the terms and conditions of this Agreement, the
Computer Center pricing manual and any other contract documents, the
Computer Center systems, and related matters (hereinafter collectively
referred to as "Proprietary Information"), are the exclusive and
confidential property of Computer Center, or the third parties from
whom Computer Center has secured the right to use computer programs.
Participating Bank understands that the harm that could be caused to
Computer Center should the Proprietary Information be disclosed to its
competitors and other having no need to know of the Proprietary
Information. Therefore, Participating Bank agrees to hold all such
Proprietary Information in strictest confidence. Participating Bank
will instruct its employees who have access to or who use the
Proprietary Information to keep same confidential by using no less
than the same degree of care and discretion that Participating Bank
uses with respect to its own confidential and proprietary information.
On termination of this Agreement, Participating Bank shall return all
Proprietary Information to Computer Center and shall cease to xxx the
same for any purpose whatsoever. This paragraph shall not apply to any
information furnished by Computer Center which is already in the
public domain at the time of disclosure to Participating Bank or to
any information independently developed by Participating Bank outside
this Agreement. This provision shall survive termination of this
Agreement, regardless of cause, for a period of five (5) years from
date of termination.
15. Deconversion.
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a) Upon termination of this Agreement, Computer Center will dispose of
all Participating Bank files still in the Computer Center's system in
such manner deemed appropriate by Computer Center unless Participating
Bank, prior to the date of termination, furnishes to Computer Center
written instructions for the disposal of Participating Bank files,
which instructions Computer Center will, if reasonable and feasible,
comply with at Participating Bank's expense. Participating Bank's
master file data will be maintained by Computer Center for a period of
thirty (30) days subsequent to termination, after which time it may,
at the option of Computer Center, be destroyed.
b) Deconversion information shall not be made available to Participating
Bank until Participating Bank has first paid, in a form acceptable to
Computer Center, all sums due Computer Center, including all monthly
charges that might be due if deconversion occurs prior to normal
expiration of this Agreement, all accrued and unpaid information
processing and other charges, and all deconversion charges.
Participating Bank understands that it will be billed and agrees to
pay such bills for any additional services or reports provided by
Computer Center after deconversion at the request of Participating
Bank for audit verification or other purposes, at Computer Center's
normal rates for such services or reports. Participating Bank agrees
that Computer Center shall have a lien on Participating Bank's
information and data until all sums due are paid in full. Release of
said lien by surrender of possession by Computer Center shall not
affect any claim Computer Center might have for payments due it from
Participating Bank.
16. Inspection. Computer Center agree that all records relating to
Participating Bank at all times shall be subject to inspection and review
by Participating Bank or its auditors, designees, accountants and
appropriate examiners from the applicable state and federal bank regulatory
agencies, upon reasonable notice to Computer Center. Computer Center
further agrees to prepare such reports, grant computer usage and permit
programming examination as may be necessary to meet the audit requirements
of Participating Bank. Reasonable charges shall be made to and be payable
by Participating Bank for all special programming and other computer usage
in excess of any programming or usage to which Participating Bank may be
entitled pursuant to Exhibit "B".
17. Title to Software. All right, title and interest in and to any and all
computer programs, and the source codes therefor, used by Computer Center
in the performance of Services, including any special programs written
specifically for Participating Bank, shall be and remain the property of
Computer Center.
18. Priority. Computer Center shall advise participating Bank by letter of any
system changes that would affect procedures for Reports. Computer Center
also agrees that Participating Bank's data shall have priority for
processing over data of entities, other than banks, savings and loans,
credit unions and other financial institutions.
19. Binding Effect and Assignment. This Agreement and all the provisions hereof
shall be binding upon, and inure to the benefit of, the parties hereto and
their respective successors and permitted assigns. Neither this Agreement
nor any of the rights or obligations of either party hereunder shall be
assigned or delegated by such party to any other person without prior
written consent of the other party hereto, except that Computer Center (or
any successor to Computer Center) may, at any time during the Term hereof,
assign its rights and delegate its obligations hereunder to any subsidiary
or division of Computer Center or any other entity which controls, is
controlled by, or is under common control with Computer Center.
20. Availability of Services. Computer Center's system will be available for
communication between Participating Bank and Computer Center from 8:00 AM
to 6:00 PM (6 days per week). Participating Bank's daily cut off time for
items capture, file maintenance and data transmissions will be no later
than 5:00 PM each day.
21. Termination by Participating Bank. The parties further agree and
acknowledge that there may be certain circumstances in which Participating
Bank desires to discontinue Computer Center's provision of one or more of
the Services prior to the expiration date of this Agreement. In such event,
Computer Center will suffer substantial loss or injury that is difficult or
impossible to accurately estimate. Accordingly, in an effort to liquidate
in advance the sum that should represent the loss or damages which would be
actually sustained by Computer Center as a result of such early termination
by Participating Bank of any Services provided hereunder, the parties have
agreed on the amount specified below as a reasonable pre-estimate of
Computer Center's probable loss. If Participating Bank desires to
discontinue any Services hereunder, Participating Bank shall give Computer
Center one hundred eighty (180) days advance written notice and shall pay
Computer Center an amount equal to fifty percent (50%) of the "estimated
remaining service fees" with respect to the Services being discontinued or
the monthly "minimum charge", whichever is greater, for the remainder of
the Term beginning on the effective date of termination. The "estimated
remaining service fees" for the Services being discontinued for the six (6)
months immediately preceding notice of early termination by the number of
months remaining under the Term of this Agreement. The "minimum charge"
will be determined by Exhibit "B" of this Agreement. This amount is due per
the provisions of paragraph 15(b).
22. Termination by Computer Center. In the event that Computer Center desires
to cancel this Agreement or discontinue Services hereunder, it shall give
Participating Bank one hundred eighty (180) days advance written notice and
this Agreement or any Service hereunder shall be cancelled in full.
23. Entire Agreement. This instrument, along with the appendices and schedules
incorporated herein by reference, constitutes the entire agreement and
understanding between the parties with respect to the subject matter
hereof. Representations and agreement not expressly contained or
incorporated by reference herein shall not be binding upon either party as
warranties or otherwise. Modifications of this Agreement must be in writing
and signed by duly authorized representative of the parties.
24. Severability. In the event that one or more of the provisions of this
Agreement is for any reason held to be invalid or unenforceable, such
holdings shall not affect the remaining provisions of this Agreement.
25. Applicable Law. This Agreement is made and entered into in Norcross,
Georgia and shall be governed by the laws of the State of Georgia.
COMPUTER CENTER: PARTICIPATING BANK:
PROVESA, INC. CHESTATEE STATE BANK
By:/s/Xxxxx X. Xxxxxxx By: /s/Xxxxxx Xxxxxx
-------------------------------- ---------------------------------
(Signature) (Signature)
Name: Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxx
----------------------------- -------------------------------
(Please Print or Type) (Please Print or Type)
Title: President Title: President
---------------------------- ------------------------------
Date: 1-21-98 Date: 1-20-98
----------------------------- -------------------------------
By: By:
-------------------------------- ----------------------------------
EXHIBIT "A"
SERVICES PROVIDED:
PC BancPAC processes the following applications:
Central Information File
Common Deposits
Checking
Now
Money Market
Savings
Certificates of Deposit
XXX Accounts
Line of Credit
Common Loans
Add-On's
Add-On GILAs
Simple Interest
Mortgage
General Ledger
Proof and Transit
Tickler System
Account Reconciliation
Automated Teller Machine
Card Management
Signature Storage/Retrieval
Report Writer
Safe Deposit Box Accounting
EXHIBIT "B"
11. APPLICATION PROCESSING
----------------------
Months 1 & 2 No Charge
Months 3 - 12$1,500 Flat Fee
Years 2 - 5 as below:
$.35Per Account
(DDA, Savings, Loans, CDs, General Ledger, etc.)
$.175 Per Account
Central Information File (CIF)
OR
$2,500 Per Month Minimum
12. AUTOMATED TELLER MACHINE PROCESSING
-----------------------------------
$400Per Month Connect Fee
$300Per Month for each ATM includes monitoring
13. DEBIT CARD MANAGEMENT PROCESSING
--------------------------------
$150Minimum Per Month OR $.12 Per Card Per Month
$.10Per Transaction Processing
14. MISCELLANEOUS DATA PROCESSING CHARGES
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Account Reconciliation $25.00 Minimum
Reconciliation Charge $.005 Per Item
Audit Confirmation Generation $150.00 Minimum
Confirmation Charge $.40 Each
Magnetic Tape Reporting $25.00 Each
(e.g., Credit Bureau, IRS, Insurance,
Account Reconciliation)
Amortization Schedules $5.00 Each
Preprinted Customer Labels $.05 Each
15. OTHER CHARGES
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PC BancPAC Installation and Training* $7,500.00
Programming Services* $75.00 Per Hour
(Minimum two hours)
Customer Support Training*
Participating Bank's Location $400.00Per Day Per CSR
Provesa, Inc. Facility $100.00 Per Day
Per Person
Data Communications or Hardware Services*
Regular Service $50.00 Per Hour
Emergency Service $125.00 Per Hour
Data Processing Operation Services
Overtime/Special Handling $75.00 Per Hour
On-Line Device Support $10.00 Per Device
* Plus all out-of-pocket expenses (e.g., meals, lodging, travel).
Travel will be billed at current IRS allowable rate from Provesa facility
to customer site and return.
ADDITIONAL TERMS AND CONDITIONS ADDENDUM
TO
DATA PROCESSING AGREEMENT
THE ADDITIONAL TERMS AND CONDITIONS ADDENDUM (hereinafter referred to as
"Addendum") is made this day of January 20th, 1988, by and between Chestatee
State Bank (hereinafter referred to as "Participating Bank"), whose business
address is GA Xxx. 00 Xxxx, Xxxxxxxxxxx, Xxxxxxx 00000 and Provesa, Inc.
(hereinafter referred to as "Computer Center"), whose business address is 0000
Xxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000.
WHEREAS, Computer Center and Participating Bank have entered into a Data
Processing Agreement dated January 20th, 1998 (hereinafter referred to as
"Agreement"); and
WHEREAS, the parties to the Agreement and this Addendum wish to provide for
terms and conditions different from those stated in the Agreement.
The parties hereto agree as follows:
Section I
Attached Exhibits "P" (Imaging and Back Office Pricing) and "I"
(Description of Imaging and Back Office Services) shall become a part of
and be subject to the conditions of the existing Data Processing Service
Agreement between participating Bank and Computer Center.
In the Data Processing Services Agreement, references to Exhibit "A" (the
Services) shall also apply to Exhibit "I" of the addendum, and references
to Exhibit "B" (Fees) shall also apply to Exhibit "P" of the addendum.
Exhibits "P" and "I" contain all of the uniquely identified billable
imaging and back office services available to Participating Bank. Any item
described in Exhibit "I" for which there is activity will be billed at the
rate outlined in Exhibit "P".
The terms of these services shall be tied to the existing Data Processing
Agreement.
Section II
Should Chestatee State Bank fail to open for any reason, this contract
shall be null and void.
Section III
This agreement is contingent upon execution of contracts for the following
ancillary products at prices not to exceed those quoted below.
1. Networked Optical Disk System (5 stations) $21,800.00
- Hardware, Software, Installation
- Annual Software Support $1,200.00
2. Interactive Voice Response System $15,000.00
- Hardware, Software, Installation
- Annual Hardware/Software Support $3,000.00
3. Co-Pilot Loan/Deposit Platform System
- (7) Workstation Software $7,000.00
- Bankers System Setup $2,500.00
- Bankers System Form Usage (est.) $6,510.00
- Software Maintenance (7) $2,100.00
- On-Site Support $500/day plus expenses
4. Teller+Plus System
- (6) Basic software licenses @ $1,470 $8,820.00
- (3) Software with CTR @ $1,870 $5,610.00
- (1) Teller Server $1,200.00
- (9) Receipt Printers @ $725 $6,525.00
- (1) Installation & Training $2,500.00
- (9) Annual Software Maintenance @ $245 $2,205.00
5. Data Communications Line Installation $1,500.00
6. Greenway Software, Setup & Training $12,850.00
Each and all of the terms, provisions and conditions of this Agreement, to the
extent they are not directly in conflict with this Additional Terms and
Conditions Addendum, are incorporated herein by reference and made a part
hereof, and remain in full force and effect.
PROVESA, INC. CHESTATEE STATE BANK
By: By:
-------------------------------- ---------------------------------
(Signature) (Signature)
Name: Name:
------------------------------ -------------------------------
(Please Print or Type) (Please Print or Type)
Title: Title:
----------------------------- ------------------------------
Date: Date:
------------------------------ -------------------------------
By: By:
-------------------------------- ---------------------------------
EXHIBIT "I"
DESCRIPTION OF IMAGING AND BACK OFFICE SERVICES:
Proof and Encode
>> Over the counter (teller) work is filmed by the bank, bundled, then routed
to the Center. Debit and Credit totals are established and outgoing Cash
Letter items are encoded using the Center's Image Processing equipment.
Capture
>> Over the counter and Incoming Cash letter items are read by the high speed
reader sorter. Images of all documents are digitized and stored on magnetic
media along with information needed to post and/or track each document.
NSF/Unposted
>> All exception items will be reviewed by the bank if necessary and will then
be processed by the Center. This includes preparation and disposition of
NSF notices, outgoing return cash letters, and ACH returns.
Unposted/unmatched items will be corrected and resubmitted for posting.
Large dollar notification as well as verification and handling of Stop Pay
Suspects will also be the Center's responsibility.
Incoming Returns
>> The Center will process Participating Bank's FRB return cash letter.
Returned items will be resubmitted, charged back to the customer account or
placed in Participating Bank's cash items based on prearranged agreements.
Statement Rendering
>> Imaged Statements will be printed, metered and mailed by the Center for all
Checking and Savings accounts based on Participating Bank's instructions.
The Center will also verify enclosure counts, meter and mail statements on
non-imaged accounts. Any account having an image or document discrepancy
(cripple statement) that can not be resolved by the Center will be
forwarded to Participating Bank for handling. At Participating Bank's
request, the Center will insert marketing or other informational material
in out-going statements.
Research and Adjustments
>> The Center will conduct any necessary research and make appropriate entries
required regarding FRB cash letters processed on behalf of Participating
Bank.
Document Storage
>> The Center will store Participating Bank's physical items at its facility
for safekeeping until they are disposed of.
Optical Image Storage
>> The Center will archive document images from Participating Bank's
designated RAID unit to the Center's Optical Disk system as needed for long
term storage.
Report Printing
>> All daily and periodic stock paper reports will be printed by the Center
for distribution to Participating Bank.
Notices and Special Forms
>> Any printed system output requiring special forms will be produced by the
Center for distribution to Participating Bank or its customer.
Electronic File Transmission
>> The Center will transmit captured item data to Participating Bank via high
speed data communications for input to Participating Bank's processing
system.
EXHIBIT "P"
IMAGING AND BACK OFFICE PRICING:
15.8.1 Services Provided Cost Unit
------ ----------------- ---- ----
Proof and Data Capture
On-us .035 Per Item
Transit .035 Per Item
Inclearing .012 Per Item
NSF Items Returned 2.000 Per Item
Unposted/Unmatched 2.000 Per Item
Items Faxed to Bank .950 Per Fax
Chargeback Return Items 2.000 Per Item
Large Dollar Notifications 2.500 Per Item
ACH Returns .650 Per Item
Statement Rendering
Commercial Checking (Mo. End) .400 Per Account
Consumer Checking .400 Per Account
Savings (Quarter End) .300 Per Account
Non-Image Statements 10.000 Per Account
Marketing Inserts .010 Per Insert
Research and Adjustments 5.000 Per Request
Subpoenas/Statement Reconstruction 20.000 Per Hour
Document Storage (Paper Items) .010 Per Item
Optical Image Storage .002 Per Image
Printing
Stock Reports 250.000 Per Month
Notices and Special Forms 250.000 Per Month
Electronic File Transmissions 15.000 Per Transmission
Data Communications Cost Pass-thru
Postage Pass-thru
Or the Monthly Charge:
Year One (Fixed Monthly Fee) $1,175.00
Thereafter (minimum) $2,500.00
