EXHIBIT 10.8
QUESTPOINT CHECK SERVICES AGREEMENT
SERVICES AGREEMENT made as of this 1st day of August, 1998 (Effective
Date), by and between QuestPoint Check Services, L.P., a Delaware limited
partnership (QuestPoint) and Monmouth Community Bank (Customer). In
consideration of the payments to be made and services performed under this
Agreement and for other good and valuable consideration and intending to be
legally bound, QuestPoint and Customer agree as follows:
1. SERVICES.
(a) Schedule A and Other Services. QuestPoint agrees to provide to Customer
the QuestPoint services which are described in Schedule A (Services). Other
services that are not included in Schedule A but which Customer request and
QuestPoint agrees to provide shall also be included within the definition of the
term Services. QuestPoint may from time to time review and modify the Services,
including changing the locations used in providing the Services to improve
service efficiency or economy or to comply or enable Customer to comply with
applicable federal and state laws, rules and regulations and clearing house
rules. QuestPoint will give Customer prior notice of such changes which
materially affect Customer's procedures, deliveries or reporting. If Customer
desires to make any modifications to the Services, Customer shall notify
QuestPoint of such desired modifications and QuestPoint shall promptly deliver
to Customer a proposal describing the effect of such modifications on the
Services and the fee to Customer for the Services as amended. If Customer
accepts QuestPoint's proposal and elects to implement the modifications, the
proposal shall be adopted as an amendment to this Agreement.
(b) Relationship Manager. Each party shall designate an officer to be
responsible for the administration of this Agreement on its behalf and the
coordination of the performance by the parties of their obligations hereunder.
QuestPoint and Customer will cause such respective officers to be available from
time to time to confer with each other about this Agreement and the delivery of
the Services.
(c) Exclusivity. During the term of this Agreement, Customer is prohibited
from engaging a third party processor other than QuestPoint to provide the
Services and is prohibited from performing the Services itself provided,
however, that QuestPoint agrees to service the geographic area and processing
volumes that require Services.
(d) Right to Bid. If during the terms of this Agreement Customer acquires
an entity which otherwise receives services similar to the Services, Customer
shall notify QuestPoint of such acquisition and allow QuestPoint an opportunity
to bid on providing the Services to the acquired entity.
2. CUSTOMER RESPONSIBILITIES AND AUTHORIZATIONS. Customer agrees to perform
each of the Customer obligations and responsibilities described in Schedule A.
Customer will provide at its own expense all equipment, programs and
communication lines necessary to interface to QuestPoint's systems, programs and
equipment used from time to time in providing the Services. Customer authorizes
QuestPoint to access any postal box maintained by Customer in connection with
the Services. If the Services include item collection services, Customer
authorizes QuestPoint to supply the bank of first deposit endorsement, any
missing endorsement or otherwise endorse or stamp items for collection and take
all such action as Customer would be authorized to take to effect collection on
behalf of Customer. Customer shall cooperate with QuestPoint in the completion
and execution of forms and authorizations as may be necessary to permit
QuestPoint to provide the Services. Customer consents to the placement of the
QuestPoint logo or graphic symbol on any periodic statements, reports or data
displays prepared for Customer as part of the Services.
3. CHARGES AND PAYMENT TERMS.
(a) Schedule B and Other Charges. Customer agrees to pay QuestPoint for the
Services as provided in Schedule B and as otherwise mutually-agreed for
additional and modified Services (Charges). QuestPoint will send Customer
invoices on a monthly basis for Services rendered (as for the minimum fee
provided in Section 3(b), and Charges billed. Invoices shall be due upon
receipt. A service charge at the rate of one and one-half percent (1 1/2%) per
month (18% per annum) shall accrue and be payable by Customer on the portion of
any invoice that remains unpaid for more than thirty (30) days from the date of
the invoice. Customer shall be responsible for payment of all taxes applicable
to the Services that are measured directly or indirectly by payments made under
this Agreement or that are otherwise required to be collected in connection with
the Services, excluding franchise, employment and property taxes and taxes based
on the net income of QuestPoint. QuestPoint may invoice Customer for any such
taxes for which Customer is responsible. Unless otherwise provided in Schedule
B, the Charges on Schedule B may be increased by CPI effective the first
anniversary date of this Agreement and anytime thereafter if QuestPoint sends
notice of the reasonable and appropriate modifications to the Charges anytime
(i) for changes in the Services required to comply with laws, regulations and
clearing house rules or deemed necessary by QuestPoint to improve the Services,
and/or (ii) because of increase in costs to QuestPoint of providing the Services
provided that any such increase in Charges is in direct proportion to the
increase in such costs and QuestPoint provides Customer with documentation
demonstrating the increased costs to QuestPoint. Quest agrees to give written
notice to Customer of such modifications to the Charges as soon as reasonably
practicable.
(b) Minimum Charge. The minimum monthly Charge shall be $1,500.00,
excluding expenses and Other Charges under Schedule B. The minimum monthly
charge shall begin three (3) months after the Customer begins receiving
Services.
4. CONFIDENTIALITY. QuestPoint and Customer each agree that all proprietary
or confidential information (including, without limitation, any and all
QuestPoint intellectual property, pricing information and Services Information,
the terms and conditions of this Agreement and Customer information which is
designated as confidential) communicated to one party by the other party,
whether before or after the date of this Agreement, will be received in
confidence, and will not be disclosed by the receiving party, its agents,
subcontractors or employees, without prior written consent of the disclosing
party, except as may be required by QuestPoint in the performance of the
authorities having jurisdiction over Customer or QuestPoint, a business or as
may be otherwise be required by law. Each party receiving confidential or
proprietary information from the other party shall take all reasonable steps and
precautions to ensure that only those of its officers, employees subcontractors
and permitted
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agents with a need to know or a need to have access to such information solely
in connection with the performance of this Agreement have access to such
information, and that each such person shall keep the information confidential
in accordance with the provisions of this Section 4. In no event will Customer
divulge any QuestPoint proprietary or confidential information to any competitor
of QuestPoint or use it to compete with QuestPoint. The provisions of this
Section 4 shall survive the termination of this Agreement. The Customer
acknowledges and agrees that the remedy at law for any breach of the provisions
of this Section 4 will be inadequate and that QuestPoint, in addition to any
other relief available to it, shall be entitled to temporary and permanent
injunctive relief without the necessity of proving actual damages.
5. REPRESENTATION AND WARRANTIES.
(a) Customer represents, warrants and agrees that (i) it has good title and
ownership of all checks, cash and other items and information to be collected or
received by QuestPoint, (ii) it shall pay, when due, all Charges invoiced by
QuestPoint in accordance with this Agreement, (iii) it is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization and that it has all requisite power and authority to enter into
this Agreement and [TEXT MISSING]
ALL WARRANTIES WITH RESPECT TO THE AGREEMENT, SERVICES AND QUESTPOINT
INTELLECTUAL PROPERTY, INCLUDING, BUT NOT LIMITED TO, EXPRESS AND IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ALL
WARRANTIES UNDER THE PROVISIONS OF THE UNIFORM COMMERCIAL CODE RELATING TO THE
TRANSFER AND PRESENTMENT OF CHECKS AND ITEMS, THE ACCEPTANCE, HANDLING AND
PROCESSING OR ANY CHECKS OR OTHER ITEMS UNDER THIS AGREEMENT SHALL NOT
CONSTITUTE OR BE CONSTRUED AS THE MAKING OF A WARRANTY OF ANY KIND BY QUESTPONT
ON BEHALF OF OR TO CUSTOMER OR TO ANY THIRD PARTY WITH RESPECT TO ANY SUCH
CHECKS OR ITEMS.
6. LIABILITY LIMITATION AND INDEMNITY.
(a) Customers Remedy. The liability of QuestPoint for any and all actual
loss incurred during any Contract Year (as hereinafter defined) will never
exceed a total amount equal to the Monthly Average Charge paid to QuestPoint.
The term Monthly Average Charge as used in this Section 6(a) shall be determined
by totaling the monthly Charges for Customer occurring over the Contract Year
immediately preceding the events leading to the actual loss, and dividing such
total by 12 (or if 12 months have not yet elapsed after the Effective Date, the
monthly average of fees paid to QuestPoint for the months that this Agreement
has been in effect following the Effective Date). The monthly Charges used to
calculate the Monthly Average Charge shall exclude expenses and Other Charges
under Schedule B. Customer shall provide QuestPoint with documentation
sufficient to demonstrate any loss actually incurred by Customer and for which
Customer seeks damages from QuestPoint and which also demonstrates that the loss
was caused by QuestPoint. QuestPoint shall not be responsible for any loss
incurred by Customer from a claim that is settled or compromised by Customer
without the prior written approval of rights and remedies of Customer with
respect to any claim for loss that is paid by
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QuestPoint. The term Contract Year refers to the twelve (12) month period
immediately after the Effective Date and each anniversary date thereafter.
(b) No Liability for Consequential Damages. In no event will QuestPoint be
liable to Customer or to any third party for any indirect, special, punitive,
incidental, consequential or compensatory losses, damages, claims or causes of
action, including, but not limited to, those arising from loss of data or
profits or any other economic loss, even if QuestPoint was aware of the
possibility of such damages.
(c) Liquidated Damages; No Right of Set-Off. The remedies provided for in
this Section 6 are liquidated damages and Customer agrees to accept such
remedies in full and complete satisfaction of any and all claims or causes of
action for losses or damages which it may have against QuestPoint, its
affiliates, directors, officers, employees, agents or subcontractors in
connection with this Agreement and the Services, at law or in equity. Customer
shall not withhold, reduce or adjust any payment required by this Agreement
because of any performance-related claim or cause of action.
(d) Customer Indemnity of QuestPoint. In the event of any breach by
Customer of this Agreement or material misrepresentation or omission, Customer
agrees to indemnify QuestPoint and hold QuestPoint harmless from any and all
damages, claims and/or losses resulting from or related to any such breach or
material misrepresentation or omission, including, without limitation,
reasonable attorney's fees and expenses, incurred by QuestPoint. Customer agrees
to indemnify, defend and hold QuestPoint and its directors, officers, agents and
affiliates harmless from and against all damages, liabilities, costs and
expenses, including without limitation, reasonable attorneys' fees and expenses,
arising from any claim or action by a third party arising out of or with respect
to this Agreement or the Services.
(e) Force Majeure. Notwithstanding anything in this Agreement to the
contrary, QuestPoint will not be liable for any failure or delay in performance
which is attributable to acts or events (including but not limited to war,
conditions or events of nature, civil disturbances, work stoppage, power
failures, fires or acts or omissions of the U.S. Postal Service or any other
third party, or increases in processing volumes because or mergers,
acquisitions, consolidations on other business activities of Customer that
exceed the capacity of QuestPoint to handle such volumes) beyond QuestPoint's
control. Customer shall use its best efforts to notify QuestPoint promptly of
changes in business activities that might cause material fluctuations in
processing volumes. Processing volumes in excess of the capacity of QuestPoint
shall be processed as mutually-agreed between the parties.
(f) Customer's sole and exclusive recourse and remedy for any loss shall be
as set forth in this Section 6. The indemnification obligations of this Section
6 shall survive the termination of this Agreement.
7. TERMS AND TERMINATION. This Agreement shall be effective for an initial
term of five (5) years beginning on the Effective Date. This Agreement shall
automatically renew for additional one (1) year terms provided, however, that
either party may terminate this Agreement effective as of the sixty (60) days
prior to the end of the then current term. This Agreement may also be terminated
immediately (i) by QuestPoint at any time if Customer defaults in the
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payment ofany Charges, (ii) by either party if the other party breaches a
material obligation under this Agreement and such other party fails to
substantially cure such default within thirty (30) days after receiving written
notice of the default or, for those defaults not capable of cure within thirty
(30) days, fails to promptly commence curing such default within thirty (30)
days, (iii) by either party if the other party becomes insolvent or makes an
assignment for the benefit of creditors, voluntary or involuntary proceedings
are instituted under any bankruptcy or insolvency law against the other party or
a receiver or custodian is appointed for the other party, or (iv) by Customer at
any time upon at least thirty (30) days prior written notice.
If this Agreement is terminated by QuestPoint under Section 7(i), (ii) or
(iii) above or at the request of Customer under Section 7(iv) above, Customer
shall pay QuestPoint an amount equal to the number of months remaining in the
then current terms of this Agreement times the greater of (i) eighty percent
(80%) times the total amount payable on the invoice with the highest charge in
the then current term, or (ii) the minimum charge from Section 3(b). Such amount
must be paid before the date of termination and release of any data, tapes or
other Customer information. Such payment shall be in addition to and not in lieu
of all other amounts due QuestPoint and all costs and expenses reasonably
incurred by QuestPoint in connection with such termination (including, without
limitation, costs and expenses incurred in winding down and terminating the
Services). The termination payment does not apply if the basis for Customer's
termination is due to the default of QuestPoint under Section 7(ii) or (iii)
above.
8. ERROR REPORTING. Customer is responsible for promptly (i) reviewing
invoices for Charges and other information provided by QuestPoint and (ii)
reporting to QuestPoint in writing any errors caused by QuestPoint. In the event
of any material error in any report or delay in any transmission by QuestPoint,
QuestPoint will correct the report no later than fifteen (15) business days
after QuestPoint has received written notice of such error, or in the case of a
delay of a transmission, exercise such diligence as the circumstances require.
Customer will reimburse QuestPoint for any remedial action taken with respect to
any errors caused by Customer, including any error caused by failure to follow
QuestPoint's procedures.
9. NOTICE. For purposes of this Agreement, written notice is sufficient if
personally delivered or sent by nationally recognized overnight courier
services, or sent by registered or certified mail, postage prepaid, return
receipt requested, addressed to either party at the address below (or at such
other address a party shall designate by notice to the other party given in
accordance with this Section 9). Notice shall be deemed to have been given when
received by the addressee in accordance with the mailing method described above
or when personally delivered.
10. OWNERSHIP OF INTELLECTUAL PROPERTY. Except with respect to software
licensed by QuestPoint from third parties, QuestPoint owns all right, title and
interest, including the copyright in and to any QuestPoint intellectual property
used in providing Services and in and to any modification, enhancement or
addition to any QuestPoint intellectual property developed in connection with
any Services requested by Customer. QuestPoint shall have the right to use any
such QuestPoint intellectual property for other customers of QuestPoint.
Customers shall have the right to use the intellectual property provided to
Customer by QuestPoint, including by way of example software programs and
documentation, solely in connection with the Services. Customer agrees that it
shall not copy or distribute such
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intellectual property without the prior written permission of QuestPoint and
shall take all reasonable steps to prevent unauthorized access to or
reproduction or dissemination of such intellectual property. At the request of
QuestPoint, Customer shall return to QuestPoint all intellectual property
provided by QuestPoint. The terms of this Section 10 shall survive the
termination of this Agreement.
11. AFFILIATED INSTITUTIONS. QuestPoint shall provide Customer with an
addendum for execution by affiliates of Customer that desire to receive and to
which QuestPoint agrees to provide Services under this Agreement.
Notwithstanding the foregoing, QuestPoint has the right, but not the obligation,
to rely solely upon Customer for the satisfaction or performance of this
Agreement by the Customer and each Customer affiliate. Each Customer affiliate
will also at all times be liable for its share of this amount due for the
Services that are allocated to the affiliate and QuestPoint may enforce this
Agreement against any affiliate directly for its pro rata share of any amounts
due for Services and for any breach thereof.
12. AUDITS. QuestPoint will allow federal and state governmental and
banking authorities having jurisdiction over Customer's business to have access
to the records of Customers held by QuestPoint.
13. GOVERNING LAW, SUBMISSION TO JURISDICTION; VENUE; JURY WAIVER;
LIMITATION ON ACTIONS. This Agreement shall be construed, interpreted and
enforced in accordance with, and governed by, the laws of the Commonwealth of
Pennsylvania, without regard to conflicts of law principles. The parties agree
that any dispute or claim under this Agreement shall be subject to the
jurisdiction of and shall be brought in the courts in Philadelphia, Pennsylvania
and each of the parties agrees that service of any process, summons, notice or
document by U.S. registered mail or certified mail to the address set forth
below (or to any other address given in accordance with the terms of Section 9)
shall be effective service of process for any action, suit or proceeding brought
against such party in enforcing any rights hereunder. Each of this parties to
this Agreement hereby irrevocably waives all right to a trial by jury in any
action, proceeding or counterclaim arising out of or relating to this Agreement
or the transactions contemplated hereby. Customer may not institute any action
arising out of the Services or this Agreement more than one (1) year after the
occurrence of an incident giving rise to a cause of action.
14. [INTENTIONALLY OMITTED]
15. MISCELLANEOUS. This Agreement consists of the terms and conditions set
forth in this document and in Schedule A and B, and where added by amendments,
any additions, changes or modifications to this Agreement and/or Schedules, each
of which shall be duly executed by the parties. Each party acknowledges that it
has read this Agreement, understands it, and agrees to be bound by it. This
Agreement, together with all Schedules, constitutes the complete and entire
understanding and agreement between Customer and QuestPoint with respect to the
subject matters hereof and supersedes and replaces all prior agreements and
understandings, oral and written, with respect to such subject matters. All
addenda, appendices, and schedules referred to herein shall be deemed to be
incorporated into and made a part of this Agreement. QuestPoint has the right to
assign and transfer this Agreement, in whole or in part, to any person or
entity. This Agreement shall be binding upon
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successors and assigns. QuestPoint is not prohibited from subcontracting any of
the services provided under this Agreement. If any provision of this Agreement
is invalid or unenforceable for any reason, the balance of this Agreement shall
remain in effect. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver of the
right thereafter to insist upon strict adherence to that term or any other term
of this Agreement. The section headings of this Agreement are solely for
convenience of reference and shall not affect the interpretation of the terms of
this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement (or
have done so in several counterparts, each of which shall be deemed an original)
as of the date first above written.
QUESTPOINT CHECK SERVICES, L.P. MONMOUTH COMMUNITY BANK
(CUSTOMER)
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Pumosa
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Authorized Signature Authorized Signature
Xxxxxx Xxxxxx, X.X. Xxxxxx Pumosa, S.V.P
Address: Address:
000 Xxxxxx Xxxxxx 000 Xxxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000 X.X. Xxx 000
Xxxx Xxxxxx, XX 00000-0000
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QUESTPOINT CHECK SERVICES AGREEMENT
SCHEDULE A
SERVICES
I. QUESTPOINT IMPLEMENTATION SERVICES
Implementation Plan. Customer and QuestPoint shall mutually proceed in good
faith (I) to promptly develop a detailed plan for the conversion of
Customer to the Services selected by Customer, (ii) to define a schedule
mutually acceptable to Customer and QuestPoint for the training of
Customer's personnel with respect to such conversion and the Services and
for implementation and completion of the conversion, and (iii) to define
the hours, timing and costs associated with services to be provided by
QuestPoint regarding such activities.
II. DESCRIPTION OF SERVICES
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SERVICE PRODUCT DESCRIPTION SERVICE PROVIDED
CHECK PROCESSING
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Inclearing Items received from external The preparation of work for
Intercept sources and transmitted to the the reader-sorter area. The
respective client institution to capture and exception pass
be incorporated into their through the reader-sorter
posting process (on-us items). settlement of the passes.
Inclearing items can be received The remaining item passes
from FRB, Clearinghouses, Direct required would be related to
Presentment and Same-Day cycle, serial and account
Presentment sorting are not included.
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Proof Encoded Items received through a Includes the batching of work
customer's branch which require for encoding, encoding of
MICR encoding of amount or item, adjustments.
account number. Items requiring
encoding, balancing of checks,
deposit tickets, coupons and
internal documents.
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Proof Corrections A product of the proof encoding The creation of the
function. The creation of the accounting entry to the
accounting entry for deposits customer's accounting system
which do not settle to the and the mail advise to the
deposit ticket provided customer's client.
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SERVICE PRODUCT DESCRIPTION SERVICE PROVIDED
CHECK PROCESSING
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Capture/POD Subsequent to POD processing, Items will be processed
encoded items will be processed through high-speed reader
via high speed reader sorters. sorters. MICR data and the
MICR Data will be captured for concurrent sorting and
further processing, microfilming of items will
microfilming, audit and tracing occur. Items will be
appropriately edited,
checked, settled and
transmitted.
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Return Item Processing Items drawn on a customer which After exception processing
have not been charged to the polls occur and a payment
drawn-on account and will be decision is made, the
returned to the Bank of First processing of the item by
Deposit identifying the BOFD. This
service does not include
notification.
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Qualify Returns The preparation of an item for Prior to the return of the
the Return process. check to the BOFD, a MICR
strip is attached to each
item.
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Chargebacks Items deposited by customer's Upon receipt, each item is
client which have been presented charged to the account number
to the paying institution on endorsed on the back of the
which payment have been declined. check. The mail advice is
created by the Customer's
host system.
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Cycle Sort The capture and sorting of a The sorting of a customer
customer's bulk file items into on-us items into their
cycle order. Items are bulk appropriate bulk file
filed daily. Does not include statement sequence as defined
the out of pocket transportation by the customer.
charges.
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Statement Mail Includes the receipt of customer Printing of statement,
formatted demand files, the orientation of checks to
matching of checks to the statement, stuffing of
financial data, and the statement and checks into the
enclosing, monitoring and envelopes, postage will be
mailing of customer's statement. applied and prepared for
mailing. (Postage is not
included).
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SERVICE PRODUCT DESCRIPTION SERVICE PROVIDED
CHECK PROCESSING
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Statement Enclosure The sorting of a customer's Upon receipt of a customer
checks into account number on statement file, items will be
the appropriate cycle day. In a sorted into account number
non-bulkfile environment, this order within the appropriate
may be daily. If items are days statement.
delivered to the client, does
not include the out-of-pocket
transportation charges.
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Statement Filming The creation of a microfilm copy During the Statement
of checks sorted for each Enclosure process, each check
cycle. Items are microfilmed as sorted will be microfilmed as
part of the Statement Enclosure the item is sorted into
process. account number sequence. A
copy of microfilm will be
provided to the customer.
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Other Mail The insertion, metering and Printed notices and forms
mailing of other forms or will be delivered to the
notices into the appropriate appropriate location. Items
customers envelope. will be enclosed, postage
applied and prepared for
mailing (Postage is not
included).
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Exception Item Process Items which the customer Sending actual items to
identifies as exception items customer and getting item
and require review prior to the back from customer once
finalizing of payment. Items decision is made.
which contribute to demand
deposit overdraft, uncollected
funds, items on which customer's
client has issued stop payment
orders, items which cannot be
posted for other reasons.
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Item Retrieval The retrieval of an original The manual retrieval of the
item from either bulk file or physical check from the check
account sorted files. files.
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Photo copies The retrieval and mailing of a Includes locating the item on
photocopy of a requested check microfilm and sending a copy
to the customer or their client. to the customer or their
client.
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SERVICE PRODUCT DESCRIPTION SERVICE PROVIDED
CHECK PROCESSING
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Warehousing (60 Days) The storage of a customer's Storage of physical checks
checks for the specified period for a period of time. The
of time. Items are destroyed time period of safekeeping
after the appropriate retention varies. Each customer
period expires. requirements will be
defined. Includes all items
60 day under & over.
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Warehousing The storage of a customer's Storage of physical checks
(Over 60 Days) checks for the specified period for a period of time. The
of time. Items are destroyed time period of safekeeping
after the appropriate retention varies. Each customers
period expires. requirements will be
defined. Includes all items
60 day under & over.
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Postage The actual postage expense The assignment of the
affixed as part of the mailing appropriate postage expense
of customers statements. to a client's statement
envelope.
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OTC Integration On-us Items cashed over the The integration into the
teller window or received as appropriate bulk tile or
over the counter deposits which account filed position of
are delivered by the customer on-us items received as over
for off-line processing. the counter items.
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Statement Envelopes The utilization of a generic The use of a generic
statement envelope supplied in statement envelope as part of
lieu of the customers specific the statement enclosing
statement envelope. process.
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* * *
IT WITNESS WHEREOF, the undersigned parties hereby acknowledge and agree
that this Schedule A is a part of and incorporated by reference in the
QuestPoint Services Agreement between the parties dated August 1, 1998 and the
parties have executed this Schedule A (or have done so in several counterparts,
each of which shall be deemed an original) as of such date.
QUESTPOINT CHECK SERVICES, L.P. MONMOUTH COMMUNITY BANK
(CUSTOMER)
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Pumosa
------------------------------ -----------------------------------
Authorized Signature Authorized Signature
Xxxxxx Xxxxxx, X.X. Xxxxxx Pumosa, S.V.P.
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QUESTPOINT CHECK SERVICES AGREEMENT
SCHEDULE B
CHARGES FOR QUESTPOINT SERVICES
I. SERVICE CHARGES. Customer agrees to pay QuestPoint for the Service as
follows:
A. QUESTPOINT IMPLEMENTATION SERVICES
One time fee of $10,000.
B. QUESTPOINT SERVICES
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Unit Price
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POD SERVICES
------------
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Proof of Transit (Image Capture) 0.04500
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Proof of Deposit (Image Capture) 0.05000
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Proof Corrections 1.00000
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INCLEARING SERVICES
-------------------
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Inclearing Intercept (Image Capture) 0.02250
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Exception Item Process (per day) 20.00000
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RETURN PROCESSING
-----------------
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Return Item Processing (NSF) 2.25000
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Quality Returns 0.40000
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IMAGE STATEMENTING
------------------
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Statement Mail (per account) 0.06000
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Laser Print (per page) 0.08500
Includes Printing, Form &
Customer Logo
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Statement Envelope (per envelope) 0.02000
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Statement Filming 0.00180
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CONVENTIONAL STATEMENTING
-------------------------
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Statement Mail (per account) 0.06000
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Laser Print (per page) 0.02000
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Check Inserts 0.01250
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Other Inserts (first insert is free) 0.01000
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Cycle Sort No Charge
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Account Sort 0.01250
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Customer Logo (as required) 0.00500
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Statement Filming 0.00180
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CHECK DISTRIBUTION SERVICES
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Cycle Sort 0.00750
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Statement Enclosure/Item 0.01250
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Serial Sorting 0.02000
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Warehouse (60 Days) No charge
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Warehouse (>60 Days/Month) 25.00000
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Item Retrieval 1.50000
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Remote Banker (monthly) 300.00000
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OTC Integration/Item 0.01000
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OTHER SERVICES
---------------
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Check Photocopy (per item) 1.50000
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Postage Usage
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Facsimile 1.50000
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Transportation from FED NY to Westmont 15.00000
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Transportation from Westmont to FED Phil 5.00000
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CD ROM 14.00000
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Cycle Sort for Image Statements No Charge
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CD Viewing software per workstation 25.00000
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GE Sorting 0.02000
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Other Mail 0.04000
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C. OTHER CHARGES. The Charges for the following are subject to change at
any time.
(1) Delivery and Mailing Costs. All costs, expenses and charges
attributable to (i) the sorting, mailing and/or transmission of
Reports or other output to Customer or its designees, and (ii) the
transportation, transmission or delivery of Reports, and other
materials between the facilities of QuestPoint at which the Services
are provided and the designated pick-up locations and delivery points
of Customer (other than routine courier services to the extent
included in the Standard Services).
(2) Customer Requests. All costs, expenses and charges incurred by
QuestPoint at Customer's request, including costs, expenses and
charges attributable to travel, photocopy and data and record storage
and retrieval, to the extent such costs, expenses and charges may be
billed by QuestPoint.
(3) Statements. All costs, expenses and charges attributable to the
supplies and postage use, purchased or incurred in the preparation and
mailing of periodic statements to customers of Customer, including
paper stock, envelopes, inserts and postage.
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(4) Clearing Charges. All Federal Reserve Bank, clearing house, regulatory
agency and other third-party clearing charges, and all costs, expenses
and charges attributable to such charges.
(5) Communication Lines. All costs, expenses and charges attributable to
the provision and maintenance of the communications lines utilized in
providing the Services to Customer.
(6) Software, Hardware and Other Equipment. The charges, costs and
expenses for software licensing and customization, hardware and other
equipment. The rate for computer programmer services is $125.00 per
hour for the first year of the Agreement term. Thereafter, the rate
for computer programmer services may be increased at a rate not to
exceed the percentage increase in the Consumer Price Index over the
prior year as reported by the U.S. Department of Labor Bureau of Labor
Statistics for All Items for All Urban Consumers.
(7) Expense Reimbursement. Reasonable travel and other out-of-pocket
expenses that are actually incurred with respect to the implementation
services, training and performance of the services.
* * *
IT WITNESS WHEREOF, the undersigned parties hereby acknowledge and agree
that this Schedule B is a part of and incorporated by reference in the
QuestPoint Services Agreement between the parties dated August 1, 1998 and the
parties have executed this Schedule B (or have done so in several counterparts,
each of which shall be deemed an original) as of such date.
QUESTPOINT CHECK SERVICES, L.P. MONMOUTH COMMUNITY BANK
(CUSTOMER)
By: /s/ Xxxxxx Xxxxxx By: /s/ Xxxxxx Pumosa
--------------------------- --------------------------------
Authorized Signature Authorized Signature
Xxxxxx Xxxxxx, X.X. Xxxxxx Pumosa, S.V.P.
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