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EXHIBIT 10.0
Data Processing Services Agreement between Xxxxx de Oro Bank, N.A. and M & I
Data Services, Inc. dated September 25, 1991; Visa/Master Money Card Amendment
to Data Processing Services Agreement dated September 25, 1991; Amendment to
Data Processing Services Agreement dated October 24, 1995; Amendment to Data
Processing Services Agreement dated April 3, 1998
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[M&I DATA SERVICES, INC. LETTERHEAD]
DATA PROCESSING SERVICES AGREEMENT
THIS DATA PROCESSING SERVICES AGREEMENT is made as of this 25th day of
September 1991, (the "Agreement") by and between M&I Data Services, Inc., a
Wisconsin corporation ("M&I") and Xxxxx de Oro Bank, N.A., a California
corporation, together with its subsidiaries and affiliates (collectively
referred to as the "Customer").
RECITALS
WHEREAS, M&I provides data processing services to customers located across
the country; and
WHEREAS, M&I desires to provide data processing services to Customer, and
Customer desires to have M&I provide it with such services.
NOW, THEREFORE, in consideration of the recitals and for the good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Services. M&I shall provide Customer with the data processing services
requested by Customer utilizing the version of the banking system software made
available from time to time by M&I through the M&I Service Bureau (the
"Services") . The functionality of the software and a further description of the
Services is set forth in the User Manuals, copies of which will be provided, or
made available to Customer. Unless otherwise indicated on Exhibit A, Customer
shall purchase all of its required data processing services from M&I. Customer
shall cause all future subsidiaries and affiliates, if and when any such future
subsidiary or affiliate terminates its agreement with the data processing
vendor providing services prior to the acquisition or affiliation, to purchase
all of their required data processing services from M&I, where M&I offers like
or similar data processing services to those required by the Customer, its
affiliates and subsidiaries and M&I consents to providing those services. Unless
otherwise agreed in writing between M&I and Customer, and subject to the other
provisions of the Agreement, M&I shall make the On-line Services available to
Customer, subject to normal downtime and maintenance, at times indicated on the
M&I On-line Availability Schedule, as modified from time to time.
2. Fees and Taxes. Customer agrees to pay for the Services received
hereunder as follows:
a. Amount of Fees. Commencing on the Agreement Date and on the first
day of each month thereafter through the end of the term of this Agreement,
Customer shall pay M&I a minimum monthly fee not less than twelve thousand five
hundred dollars ($12,500) per month (the "Minimum Monthly Fee"). The Minimum
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Monthly Fee will be adjusted: (a) as of the date M&I makes effective a price
increase; and (b) on the first day of any month after: (i) the Additional Use
Fee (as defined below) is greater than twenty-five percent (25%) of the Minimum
Monthly Fee; or (ii) Customer expands the Services used hereunder to include an
additional application. The Minimum Monthly Fee may not be decreased.
Adjustments to the Minimum Monthly Fee shall be based on the Services,
transactions, and volumes used by the Customer during the Adjustment Period (as
defined below), or the period from commencement of services to the date of the
adjustment during the initial three (3) months of the Agreement. The Minimum
Monthly Fee shall not be more than eighty-five percent (85%) of the
average monthly charges during the Adjustment Period. Customer shall also pay
M&I an additional use fee each month where M&I charges for the Services actually
used by Customer during the applicable month are greater than the Minimum
Monthly Fee. M&I shall compute the Customer's actual usage charges based on
M&I's then-current standard published prices, and any amounts due M&I in excess
of the Minimum Monthly Fee shall be paid by Customer (the "Additional Use Fee").
Customer also agrees to pay all communication costs, telecommunication charges,
printline charges and other output costs, start-up fees, pass-through charges,
out-of-pocket expenses, workshop fees, training fees, and late fees or charges
billed as miscellaneous on Customer's invoice (the "Miscellaneous Fees").
Travel costs billed to Customer shall not exceed thirty thousand dollars
($30,000). The M&I standard published prices as of the date of this Agreement
are set forth on the fee schedule attached as Exhibit B.
b. Additional Charges. In addition to the charges described above or set
forth in Exhibit B, Customer agrees to pay for any manufacturers, sales, use,
excise, personal property, or any other tax or charge, or duty or assessment
levied or assessed by any governmental authority upon or as a result of the
execution or performance of any service pursuant to this Agreement or materials
furnished with respect to the Agreement, except those taxes based on M&I's net
income.
c. Terms of Payment. Customer shall pay the Minimum Monthly Fee on the
first day of the month in which the Services are to be performed, and shall pay
the Additional Use Fee and any Miscellaneous Fees within ten (10) days of the
date such amounts are invoiced to Customer. Any other amounts due hereunder
shall be paid within ten (10) days of invoice, unless otherwise provided herein.
The Customer shall also pay any collection fees and reasonable attorney's fees
incurred by M&I in collecting payment of the charges and any other amounts for
which Customer is liable under the terms and conditions of this Agreement.
d. Modification of Terms and Pricing. If Customer is in default and M&I
elects to continue to perform the Services, or if the Customer's tangible
capital or reserve requirements computed in accordance with applicable federal
regulations for itself or any of its affiliates receiving Services hereunder are
less than the required regulatory minimums, Customer agrees to Pay M&I all
unamortized conversion expenses in advance of M&I performing any additional
Services. In addition, Customer agrees that all charges for Services shall be
computed using one hundred ten percent (110%) of M&I's then-current standard
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published prices, paid in advance as determined by M&I. At M&I's option, such
Services shall be provided on a month-to-month basis.
3. Term.
a. Initial Term. This Agreement shall be effective upon execution
by both parties. The term of this Agreement shall continue for a period of
seventy-two (72) months from the Agreement Date.
b. Renewal Obligations. During any renewal term, or for any
Services provided after the end of the initial term, whether or not the
Agreement is renewed, Customer agrees that the terms of this Agreement shall
continue to apply, except that all charges for Services shall be computed using
one hundred ten percent (110%) of M&I's then-current standard published prices
paid in advance as determined by M&I. At M&I's option, such Services shall be
provided by M&I on a month-to-month basis.
4. Affiliates. All processing for Customer and Customer's subsidiaries and
affiliates which M&I does shall be included as part of the Services provided
under this Agreement and shall be done in accordance with the terms and
conditions of this Agreement. Customer agrees that it is responsible for
assuring compliance with the Agreement by its affiliates and subsidiaries.
Customer agrees to be responsible for the submission of its affiliates' data to
M&I for processing and for the transmission to Customer's affiliates of such
data processed by and received from M&I. Customer agrees to pay any and all fees
owed under this Agreement for Services hereunder.
5. Confidentiality. Both parties will, to the extent and in accordance with
their policies used to protect their own information of similar importance, use
their best efforts to refrain from and prevent the use of or disclosure of any
confidential information of the other party, disclosed or obtained by such party
while performing its obligations under this Agreement, except when such use or
disclosure is for the purpose of providing the Services. Neither party will have
an obligation of confidentiality with regard to any information insofar as the
same: (1) was known to such party prior to disclosure; (2) is or becomes
publicly available other than as a result of a breach of this Agreement; or (3)
is disclosed to such party by a third party not subject to an obligation of
confidentiality. Nor shall the obligation of confidentiality occur where
disclosure is made pursuant to: (1) any law of the United States or any state
thereof; (2) the order of any court or governmental agency; or (3) the rules and
regulations of any governmental agency.
6. Programming. M&I reserves the right to determine the programming
(whether hardware or software) utilized with the equipment used in fulfilling
its duties under this Agreement. All programs (including ideas and know-how and
concepts) developed by M&I are and remain its sole property.
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7. Equipment. Customer shall obtain and maintain at its own expense such
data processing and communications equipment as may be necessary or appropriate
to facilitate the proper use and receipt of the Services. Customer shall pay all
installation, monthly, and other charges relating to the installation and use of
communications lines in connection with the Services. M&I shall not be
responsible for the reliability monitoring or continued availability of the
communications lines used by Customer in accessing the Services.
8. Supplies. Customer shall pay for all supplies used in connection with
the Services. All forms, supplies, or materials used in processing Customer's
items and input data shall meet M&I's specifications.
9. Systems Modification; Amendment of Services. M&I may modify, amend,
enhance, update, or provide the appropriate replacement for any of the Services,
the software used to provide the Services, or any element of its systems at any
time to: (1) improve the Services or (2) facilitate the continued economic
provisions of the Service. M&I may, at any time, withdraw any of the Services
upon providing one hundred twenty (120) days' prior written notice to Customer.
M&I may also terminate any of the Services immediately upon any regulatory,
legislative, or judicial determination that providing such Services is
inconsistent with applicable law or regulation or upon imposition by any such
authority of restrictions or conditions which would detract from the economic or
other benefits to M&I or Customer to any element of the Services.
10. Disaster Recovery. M&I maintains, and shall continue to maintain
throughout the term of this Agreement, off-site disaster recovery capabilities
which permit M&I to recover from a disaster and continue providing Services to
Customers within a commercially reasonable period. An executive summary of the
current disaster recovery plan, which may change from time to time, is available
upon request from M&I at no charge. M&I shall test the operation and
effectiveness of its disaster recovery plan at least annually. M&I maintains,
and shall continue to maintain throughout the term of this Agreement, a backup
power supply system to guard against electrical outages.
11. Events of Default. It shall be an Event of Default on the part of the
Customer if: (1) Customer is insolvent, or a receiver or conservator shall be
appointed with respect to the Customer; or (2) Customer shall fail to pay any
sum due M&I within the prescribed time; or (3) if the Customer shall fail to
perform any of its other covenants or obligations under this Agreement. It shall
be an Event of Default on the part of M&I if M&I shall fail to perform any of
its obligations under this Agreement where the failure of M&I to perform has a
material adverse impact on Customer and is material to the provision of the
Services. The defaulting party shall have ten (10) days from the date of receipt
of notice from the nondefaulting party of nonpayment or nonperformance to cure
such an Event of Default, before the nondefaulting party may exercise any
remedies it may have as a result of the Event of Default.
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12. Remedies Upon Default; Limitation of Liabilities. If an Event of
Default occurs on the part of the Customer, and is not cured within the ten (10)
day period prescribed in Section 11, M&I may: (1) terminate this Agreement; (2)
terminate access to its central processing unit by the Customer; and (3) declare
all amounts payable under this Agreement to be immediately due payable and file
suit for or otherwise obtain payment from the Customer of any fees or other sums
due it pursuant to this Agreement, plus any actual damages to its equipment or
systems caused by the Customer's actions, failures to act, equipment, systems or
communication facilities, plus any profits lost because of the Customer's
default. If an Event of Default occurs on the part of M&I, and is not cured
within the ten (10) day period prescribed in Section 11, the Customer may only:
(1) terminate this Agreement and (2) file suit or otherwise obtain payment of an
aggregate amount of up to the greater of (a) one hundred thousand dollars
($100,000) or (b) the amount of fees paid by the Customer to M&I hereunder
during the three (3) months immediately preceding the Event of Default. Either
party may also seek specific performance, including injunctive relief, for a
breach of Section 5 of this Agreement. M&I and the Customer agree that these
damage provisions are reasonable in light of all present predictable
circumstances (including expectable actual damages in that the fees to be
charged by M&I hereunder do not include amounts sufficient to insure against
greater claims). M&I and Customer expressly waive all claims for additional,
incidental, consequential, compensatory, or punitive damages and agree that the
remedies set forth in this Agreement shall be the sole and exclusive remedies of
the parties. No lawsuit or other action may be brought by either party hereto or
on any claim or controversy based upon or arising in any way out of this
Agreement after one (1) year from the date of the occurrence allegedly giving
rise to the action, except for nonpayment of sums due to M&I by Customer. M&I
agrees that except in the case of an Event of Default relating to a breach by
the Customer of its confidentiality obligations under Section 5 of this
Agreement, M&I will not exercise its remedy to terminate Customer's access to
the M&I central processing unit so long as: (a) Customer is current in the
payment of all amounts due M&I as reflected on M&I's last invoice to Customer;
and (b) only exercise such remedy after providing Customer with sixty (60) days'
prior written notice.
13. Termination.
a. End of Initial Term. This Agreement shall automatically be
extended at the end of the initial seventy-two (72) month term for an additional
eighteen (18) month renewal term, unless the Customer gives M&I at least one
hundred eighty (180) days' prior written notice of its intent to terminate,
which notice may be given during the initial term of the Agreement.
b. Renewal Term. During the renewal term, this Agreement shall be
automatically extended for an additional one (1) month on each monthly
anniversary date so that the term shall always be not less than one (1) month
less than eighteen (18) months. unless either party gives written notice to the
other party of notice to terminate, in which event the automatic monthly
renewals will end and the Agreement will terminate at the end of the unexpired
portion of the term in existence on the date notice to terminate is given.
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c. Termination Upon Default. This Agreement may also terminate upon
an Event of Default and failure to cure beyond applicable cure periods at the
option of the nondefaulting party as set forth in Section 12 hereof.
14. Regulatory Assurances. M&I and Customer acknowledge and agree that the
performance of these Services will be subject to regulation and examination by
Customer's regulatory agencies to the same extent as if such Services were being
performed by Customer. Upon request, M&I agrees to provide any appropriate
assurances to such agency and agrees to subject itself to any required
examination or regulation. Customer agrees to reimburse M&I for reasonable costs
actually incurred due to any such examination or regulation that is performed
solely for the purpose of examining data processing services used by Customer.
a. Notice Requirements. The Customer shall be responsible for
complying with all regulatory notice provisions to any applicable governmental
agency, which shall include providing timely and adequate notice to the Chief
Examiner of the Federal Home Loan Bank Board, the Office of Thrift Supervision,
the Office of the Comptroller of the Currency, The Federal Deposit Insurance
Corporation, the Federal Reserve Board, or their successors, as applicable
(collectively, the "Federal Agency"), as of the effective date of Services under
this Agreement, identifying those records to which this Agreement shall apply
and the location at which such Services are to be performed.
b. Examination of Records. The parties agree that the records
maintained and produced under this Agreement shall, at all times, be available
for examination and audit by governmental agencies having jurisdiction over the
Customer's business, including (without limitation) the Federal Agency. The
Director of Examinations of the Federal Agency or his designated representative
shall have the right to ask for and to receive directly from M&I any reports,
summaries, or information contained in or derived from data in the possession of
M&I related to the Customer. M&I shall notify Customer as soon as possible of
any formal request by an authorized governmental agency to examine Customer's
records maintained by M&I, if M&I is permitted to make such a disclosure to
Customer under applicable law or regulations. Customer agrees that M&I is
authorized to provide all such described records when formally required to do so
by this authorized governmental agency.
c. Fidelity Bonds. At Customer's request, M&I shall obtain, at
Customer's expense, fidelity bond coverage for M&I and its employees as such
coverage is required by any governmental or regulatory agency.
d. Notice of Changes, Customer shall give to the Director of
Examinations of the Federal Agency at least thirty (30) days' notice of the
termination of this Agreement or of any material changes in the Services to be
provided hereunder.
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e. Insurance. Throughout the term of this Agreement, M&I shall
maintain insurance coverage (or shall be self-insured) for losses from fire,
disaster, and other causes contributing to interruption of the Services. The
proceeds of such insurance shall be payable to M&I. Nothing in this Agreement
shall be construed as to permit Customer to receive any of such proceeds, or to
be named as an additional loss payee under any insurance policy.
f. Financial Information. Customer agrees to provide M&I with a copy
of the Call Report filed with the Federal Agency simultaneously with its filing
with the Federal Agency, and to provide such additional financial information as
to its creditors or others as M&I may reasonably request.
15. Transportation and/or Transmission of Data. The responsibility and
expense for transportation and/or transmission of and risk of loss of data and
media to and from M&I's datacenters shall be borne by Customer. M&I will notify
Customer of the time by which Customer's data and media must be delivered to M&I
for processing for M&I to provide Customer's processed data within the time
period indicated by M&I.
16. Responsibility.
a. General. M&I agrees to perform the Services in a commercially
reasonable manner, which is similar to the services provided to other M&I
customers, and no other or higher degree of care. Except as otherwise described
herein, M&I assumes no other obligation as to performance or quality of the
Services provided, all other risks of error being expressly assumed by Customer.
M&I shall not be responsible for loss or damage due to delays in processing or
in the delivery of processed data as a result of any of the causes excused by
Section 19 hereof. M&I WILL IN NO EVENT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
OR CONSEQUENTIAL DAMAGES INCURRED BY CUSTOMER INCLUDING, BUT NOT LIMITED TO,
LOST PROFITS OR BUSINESS OPERATION LOSS, REGARDLESS OF WHETHER M&I WAS ADVISED
OF THE POSSIBLE OCCURRENCE OF SUCH DAMAGES.
b. Reliance on Data Supplied. M&I will process items and data and
perform those Services described in this Agreement on the basis of information
furnished by Customer. M&I shall be entitled to rely upon any such data,
information, or instructions as provided by Customer. If any error results from
incorrect input supplied by Customer, Customer shall be responsible for
discovering and reporting such error and supplying the data necessary to correct
such error to M&I for processing at the earliest possible time. Customer will
indemnify and hold M&I harmless from any cost, claim, damage, or liability
(including attorney's fees) whatsoever arising out of such data, information or
instructions, or any inaccuracy or inadequacy therein. Customer assumes all risk
of loss, delay, and miscommunication in the transportation or transmission by
electronic means of data and information from any terminal or remote unit unless
the same is caused by or attributable to any act or omission on M&I's part,
which act or omission does not meet the standard of care in Section 16(a), or
was caused by or attributable to any gross negligence or willful failure on
M&I's part to comply with its obligations under this Agreement.
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c. Data Backup. Customer shall maintain adequate records including
microfilm images of items being transported to M&I, or at least ten (10)
business days' backup on magnetic tape or other electronic media where
transactions are being transmitted to M&I, from which reconstruction of lost or
damaged items or data can be made. Customer assumes all responsibility and
liability for any loss or damage resulting from failure to maintain such
records.
d. Audit. M&I shall cause a third-party review of its data
processing systems and Services to be conducted annually by its independent
auditors. M&I shall provide Customer, upon request, at its then-current charge,
one copy of the report resulting from such review.
e. Regulatory Compliance. Customer is responsible for determining
that the Services performed in its behalf, any forms which are used with its
customers, and all records it retains comply with all applicable laws. Should
Customer need information from the Services M&I provides in order to comply with
applicable Federal or State laws and regulations, Customer's sole remedy, and
M&I's sole obligation shall be for M&I to provide the ability to process the
information requested from the Customer as promptly as is commercially
practicable.
f. Balancing and Controls. On a daily basis, Customer shall review
all input and output, controls, reports, and documentation, to ensure the
integrity of data processed by M&I. In addition, Customer shall, on a daily
basis, check exception reports to verify that all file maintenance entries and
nondollar transactions were correctly entered. Customer is responsible for
initiating timely remedial action to correct any improperly processed data which
these reviews would disclose.
g. Service Deficiencies. If Customer is aware that a defect exists
in a Service, Customer shall be responsible for making whatever appropriate
adjustments may thereafter be necessary until M&I corrects the defect and, if
requested by Customer, M&I will, at M&I's expense, assist Customer in making
such corrections through the most cost-effective means, whether manual, by
system reruns, or program modifications. M&I will, where reasonable, make every
effort to correct any known material defect as soon as commercially reasonable
at M&I's expense.
17. Ownership of Data. Customer is the owner of all of its data supplied by
Customer to M&I for processing hereunder. Customer acknowledges that it has no
rights in any of the software, systems documentation, guidelines, procedures,
and similar related materials or any modifications thereof except with respect
to M&I's use of the same during the term of this Agreement to process data. Upon
termination of this Agreement, M&I shall provide Customer with all copies of
Customer's data in a format that is being used by M&I at that time for
processing such data. Prior to the release of the Customer's data: (1) all
amounts owed under this Agreement by Customer to M&I shall be current and paid
in full, and (2) Customer shall pay M&I its "Estimated Deconversion Expenses" as
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described below. Customer agrees to pay M&I for M&I's work in providing such
data at M&I's rates then in effect for computer and personnel time, supplies,
and other items as required, and Customer further agrees to pay M&I for any and
all charges associated with the deconversion of Customer's data based on M&I's
then-current charges for such Services. M&I shall make a good faith estimate of
all of such costs, expenses, and charges which shall be paid by Customer in
advance (the "Estimated Deconversion Expenses"). The difference, if any, between
the actual expenses and the prepaid Estimated Deconversion Expenses shall be
promptly paid after determination.
18. Warranties. M&I represents and warrants that:
a. Capability of Computer Systems and Software. M&I's computer
systems (hardware and software) are capable of performing the Services in
accordance with the provisions of this Agreement. The software used to provide
the Services will operate substantially in accordance with the specifications
and documentation for the software as modified from time to time to incorporate
enhancements or modifications of the software to provide the Services.
b. Quality of Service. The reports and Services made available to
Customer shall be in substantial conformity with the User Manuals, as amended
from time to time, copies of which have been, or will be, provided to Customer.
c. Property Rights. M&I has the right to provide the Services
hereunder, using all computer software required for that purpose.
d. Organization and Approvals. M&I is a validly organized corporate
entity with valid authority to enter into this Agreement. This Agreement has
been duly authorized by all necessary corporate action.
e. Disclaimer of Warranties. EXCEPT AS DESCRIBED IN THIS SECTION OF
THIS AGREEMENT, M&I DISCLAIMS ALL OTHER WARRANTIES, WHETHER WRITTEN, ORAL,
EXPRESSED OR IMPLIED INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
19. Force Majeure. M&I shall not be liable to Customer if M&I's fulfillment
or performance of any terms or provisions of this Agreement is delayed or
prevented by revolution or other civil disorders, wars, acts of enemies,
strikes, electrical equipment or availability failure, labor disputes, fires,
floods, acts of God, federal, state, or municipal action, statute, ordinance or
regulation, or, without limiting the foregoing, any other causes not within its,
reasonable control and which bv the exercise of reasonable diligence it is
unable to prevent, whether of the class of causes hereinbefore enumerated or
not.
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20. IRS Filing. Customer has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct Tax Identification
Numbers (TINs) for Customer's payees and agrees to attest to this compliance by
affidavit provided annually. Customer authorizes M&I to act as Customer's agent
and sign on Customer's behalf the Affidavit required by the Internal Revenue
Service on Form 4804, or any successor form.
Customer acknowledges that M&I's execution of the Form 4804 Affidavit on
Customer's behalf does not relieve Customer of responsibility to provide
accurate TINs or liability for any penalties which may be assessed for failure
to comply with TIN requirements. Customer agrees to hold M&I harmless from any
liabilities, claims, expenses, penalties, or damages (including attorneys' fees)
which may be assessed or incurred as a result of the failure to comply with TIN
requirements.
21. Use of the Services. (a) Customer assumes exclusive responsibility for
the consequences of any instructions Customer may give M&I, for Customer's
failure to properly access the Services in the manner prescribed by M&I, and for
Customer's failure to supply accurate input information; (b) Customer agrees
that it will use the Services in accordance with such reasonable policies as may
be established by M&I from time to time as set forth in any materials furnished
by M&I to Customer; (C) Customer agrees that, except as otherwise permitted by
M&I, Customer will use the Services only for its own internal business purposes
and will not sell or otherwise provide, directly or indirectly, any of the
Services or any portion thereof to any third party; and (d) Customer agrees and
represents that (i) this Agreement has been approved by its Board of Directors,
or that the officer executing this Agreement has been specifically authorized by
Customer's Board of Directors to execute this Agreement, (ii) the performance of
this Agreement by the Customer will not affect the safety or soundness of the
Customer or any of its affiliates, and (iii) this Agreement, and the obligations
evidenced hereby, will be properly reflected on the books and records of the
Customer, and the Customer will provide evidence of the same to M&I upon
request.
22. Miscellaneous.
a. Governing Law. This Agreement shall be construed and governed by
the laws of the state of Wisconsin.
b. Amendment. This Agreement, including the Schedules hereto, may be
amended only by an instrument in writing executed by the parties or their
permitted assignees.
c. Assignment. This Agreement may not be assigned by either party
without the prior written consent of the other party, which such consent shall
not be unreasonably withheld, provided that M&I may freely assign this Agreement
to any company that is directly or indirectly (i) in control of M&I, (ii) under
the control of M&I, or (iii) under common control with M&I.
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d . Section Headings. Section headings are for reference purposes
only and shall not affect the interpretation or meaning of this Agreement.
e. Notices. All communications or notices required or permitted by
this Agreement shall be in writing and shall be deemed to have been given at the
earlier of the date when actually delivered to an officer of a party or when
deposited in the United States mail, certified or registered mail, postage
prepaid, return receipt requested, and addressed as set forth on the signature
page, unless and until any of such parties notifies the others.
f. No Waiver of Performance. Failure by either party at any time to
require performance by the other party to claim a breach of any provision of
this Agreement will not be construed as a waiver of any right accruing under
this Agreement, nor affect any subsequent breach, nor affect the effectiveness
of this Agreement or any part hereof, nor prejudice either party as regards any
subsequent action.
g. Entire Agreement; Conflicting Provisions. This Agreement,
together with the Schedules hereto, constitutes the entire agreement between the
Customer and M&I with respect to the subject matter hereof. There are no
restrictions promises warranties, covenants, or undertakings other than those
expressly set forth herein and therein. This Agreement supersedes all prior
negotiations, agreements, and undertakings between the parties with respect to
such subject matter. In the event of any conflict between the terms of the main
body of this Agreement and any of the Schedules hereto, the terms of the main
body of this Agreement shall govern.
h. Execution in Counterparts. This Agreement may be executed
simultaneously in any number of counterparts, each of which shall be deemed an
original but all of which shall together constitute one and the same Agreement.
i. Enforceability. The invalidity or enforceability of any provision
hereof shall not affect or impair any other provisions.
j. Scope of Agreement. If the scope of any of the provisions of the
Agreement is too broad in any respect whatsoever to permit enforcement to its
full extent, then such provisions shall be enforced to the maximum extent
permitted by law and the parties hereto consent and agree that such scope may be
judicially modified accordingly and that the whole of such provisions of this
Agreement shall not thereby fail, but that the scope of such provisions shall be
curtailed only to the extent necessary to conform to law.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
in their names as of the date first above written.
M&I DATA SERVICES, INC. ("M&I")
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /s/ XXXXXX X. XXXXXXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
Senior Vice President
M&I DATA SERVICES, INC. (M&I")
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
By: /s/ XXXXXXX X. XXXXX
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Vice President
Xxxxx de Oro Bank, N.A. (the "Customer")
0000 Xxxxx Xxxx
Xxxxxx Xxxxxx, XX 00000
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
President & CEO
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ATTORNEY-IN-FACT APPOINTMENT
Customer hereby appoints M&I Data Services, Inc., ("M&I") as customer's
attorney-in-fact and empowers M&I to authorize the Internal Revenue Service
(IRS) to release information documents supplied to the IRS by M&I to states
which participate in the "Combined Federal/State Program." Customer agrees to
hold M&I harmless from any liabilities, claims, expenses, penalties, or damages
(including attorneys' fees) which may be assessed or incurred as a result of the
release of information.
Xxxxx de Oro Bank, N.A.
Customer
By [SIG]
------------------------------------------
Customer's Representative
Page 13
00
XXXXXXXXX
XXXXX XX Xxxxxxxxxx )
) SS.
COUNTY OF San Diego )
I, Xxxxxx X. Xxxxxxxxx, being first duly sworn, on oath,
-------------------
Customer's Representative
depose and say:
1. I am an employee of Xxxxx de Oro Bank, N.A. I have personal knowledge
of my employer's practices with regard to procuring and reporting Tax
Identification Numbers (TINs) and authority to execute this Affidavit on my
employer's behalf.
2. Xxxxx de Oro Bank, N.A. has complied with all laws, regulations,
procedures, and requirements in attempting to secure correct TINs for its
payees. This compliance has been pursued with due diligence, and any failure to
secure correct TINs is due to reasonable cause.
[SIG]
---------------------------------
Customer's Representative
Subscribed and sworn to
before me this 21st day
of October 1991.
/s/ X. X. XXXXXXXXXXX
-----------------------------------
Notary Public
My Commission: expires October 1, 1993 [STAMP]
Page 14
16
SCHEDULE
M&I ON-LINE AVAILABILITY
The following is a list of standard hours off availability by each on-line
service. All times are CST/CDT.
o Cardholder
(CRT Maintenance)
Monday-Thursday 7:00 a.m.- 6:45 p.m.
Friday 7:00 a.m.- 9:30 p.m.
Saturday 7:00 a.m.- 4:30 p.m.
o CIS & Deposit System
(Maintenance and Dollar Transactions)
Monday-Thursday 7:00 a.m.- 6:45 p.m.*
Friday 7:00 a.m.- 9:30 p.m.*
Saturday 7:00 a.m.- 4:30 p.m.
o Data Entry
(Account Reconciliation System)
Monday-Friday 7:00 a.m.-10:00 p.m.
o Data Entry
(Financial Control)
Monday-Thursday 7:00 a.m.-11:00 p.m.
Friday 7:00 a.m.-12:00 Midnight
Saturday 7:00 a.m.- 4:30 p.m.
o Decision Management System
Monday-Thursday 7:00 a.m.- 6:45 p.m.
Friday 7:00 a.m.- 9:30 p.m.
Saturday 7:00 a.m.- 4:30 p.m.
o Data Entry
(Trust)
Monday-Friday 7:00 a.m.- 5:00 p.m.
o Financial Control On-line
Monday-Friday 7:00 a.m.- 8:00 p.m.
Saturday 7:00 a.m.- 4:30 p.m.
o Loan System
(CRT Maintenance)
Monday-Thursday 7:00 a.m.- 6:15 p.m.
Friday 7:00 a.m.- 8:30 p.m.
Saturday 7:00 a.m.- 4:30 p.m.
o Management Information Service
Monday-Thursday 7:00 a.m.- 6:45 p.m.
Friday 7:00 a.m.- 9:30 p.m.
Saturday 7:00 a.m.- 4:30 p.m.
(Except Money Market Info.)
o Teller Terminals
Monday-Thursday 7:00 a.m.- 7:00 p.m.
Friday 7:00 a.m.- 9:30 p.m.
Saturday 7:00 a.m.- 4:30 p.m.
*CIS access to loan data is based on Loan System hours of availability. West
Coast availability for CIS, Loans, and Deposits for Monday-Friday is 8:00
a.m.-10:00 p.m., CST/CDT.
17
[M&I DATA SERVICES, INC. LETTERHEAD]
EXHIBIT A
18
FINANCIAL SERVICE PRODUCTS
- Deposit Services
- Loan Services
- Teller/Platform Services
- Automated Funds Transfer
- Automated Clearinghouse
- Corporate Cash Management Services
- Customer Information System
- Financial Control
- Tickler System
- Management Information Service
- IRS Reporting
- INFO Center
- EFT Services
- Safe Deposit System
- Item Processing
- Remote Site Support
- Trust Services
- Audit Services
19
[M&I DATA SERVICES, INC. LETTERHEAD]
EXHIBIT B
20
M&I
DATA SERVICES, INC.
CUSTOMER PRICE LIST
(Effective March 1, 1991)
This list is intended for the use of M&I Data Services, Inc., and its customers
only. No other distribution or usage is permitted.
NOTE: Except where noted, all rates are assumed to be monthly.
21
1991
PRICE LIST
Table of Contents
SERVICE PAGE
------- ----
Deposit Services 1-2
Loan Services 3-4
Teller/Platform Services 5
Customer Information System (CIS) 6
Financial Control (General Ledger) 7
EFT Services 8
INFO Center 9-10
Item Processing
Bulk Filing 11
Proof of Deposit (POD) 11
Remote Site Support 11
Other Services
Audit Services 12
Automated Clearing House (ACH) - Receiving 12
Automated Funds Transfer (AFT) 12
Disaster Recovery 12
Discount Brokerage 13
Custom Statement Formatter 13
IRS Reporting 13
Maintenance/Support 13
Management Information Service 13
Profitability and Management Support 13
Safe Deposit 13
Six-Day Processing 13
Tickler System 13
User-Defined Security 14
Output 15
MICARD Services
Cardholder Services 16
Cardholder Supplies 16
Merchant Services 17
Merchant Supplies 17
Debit Card Price List 18
Cardholder Services 18
Cardholder Supplies 18
Corporate Cash Management Services
Account Reconciliation 19
Automated Clearinghouse (ACH) Originating 19
Preauthorized Check Processing 20
Automated Balance Reporting 20
Controlled Disbursement 20
Management Information Link 20
MICASH Control System 21
Payroll 22
Additional Services 23
Late Fees 23
Interim Processing Service 23
22
DEPOSIT SERVICES
Units Rate
----- ----
Base Fee per institution $150.00
Demand, Money Market, Savings, NOW per open account .205
Time Deposit (Levels 1-4) Accounts per open account .150
Deposits per deposit .105
Expedited Funds Availability per float transaction .005
Reject Items per item .075
Transaction Processing
1 - 250,000 per transaction .0315
250,001 - 500,000 per transaction .0285
500,001 - 750,000 per transaction .0255
750,001 - 1,000,000 per transaction .0245
Over 1,000,000 per transaction .0225
Remote Site Credit(l) per transaction (.0105)
Additional Deposit Services
ACH Originating per transaction .07
Automated Product Conversion per keyword .06
Automatic Branch Change per keyword .06
Employee Security Processing per institution 100.00
Exception Processing
Base Fee per institution 50.00
On-line Exceptions per transaction .000
Xxxxxxxx Posting per item .0555
Kiting Suspect Detection(2) per account analyzed .001
Money Talks per transaction/inquiry .016
Retirement Account Reporting
Base Fee per institution 40.00
1 - 20,000 per XXX account .42
20,001 - 40,000 per XXX account .37
Over 40,000 per XXX account .32
Overdraft Checking(PRA)/Line-of-Credit per active account .48
Retention
Closed Account per account .04
Cycle - 12 months (includes History
Analysis Report R-2830) per account .07
Minimum Fee per institution 25.00
Transaction Retention per 1,000 transactions/day .045
Sweep Account Processing
Base Fee per institution 45.00
Accounts per account .08
Relationship Service Charging per account .06
(1) Credit received on items captured at the customer site. Credit does not
apply to live log transactions.
(2) $25.00 minimum per institution.
Page 1
23
DEPOSIT SERVICES
Units Rate
----- ----
Reports (see output Section)(1)
Escheatment suspect - R-1003
Base Fee per institution 35.00
Account per account .02
Extra Copies per account .01
Original Issue Discount(2) per report/per request 15.00
Summary of Deposits - R-0350 per copy 25.00
Transaction Code Usage Report per report 25.00
Transaction Journal - Daily
R-1010 Hard Copy(l) per additional copy 60.00
Trial Balance - Daily(3)
Trial Balance - R-1000, R-1001,(4)
R-4000, R-4001 Hard Copy(l) per additional copy 60.00
ZIP Code Analysis Listing - R-0320 per run 25.00
(1) One hard copy provided at no charge. Refer to Output Section for microfiche
charges.
(2) Reports provided on November 30 and December 31 at no charge.
(3) Hard copy reports only. For fiche charges refer to the Output Section.
(4) Remote print and off-line institutions receive one hard copy at no charge.
Institutions working through an M&I datacenter receive one fiche original
and one fiche copy.
Page 2
24
LOAN SERVICES
Units Rate
----- ----
Base Fee per institution $150.00
Accounts
1 - 30,000 per account .137
Over 30,000 per account .132
Notes .46
Loans (Commercial, Installment, per note
Mortgage, Purchased Loans, Student Loans)
Floor Plan per note .63
Revolving Credit per note .49
Commitments per commitment .10
Escrows per escrow .06
Fee Processing per fee segment .05
Participations per participation .12
Reserves (Dealer, Insurance) per reserve .035
Additional Loan Services
ACH Originating per transaction .07
Charge-Offs per charge-off .28
Collateral Processing
Base Fee per institution 170.00
Items per collateral item .17
Coupons per coupon book ordered .05
Escrow Analysis
Base Fee per final run 20.00
Analysis Test per note analyzed .10
Analysis Final per note analyzed .20
Escrow Disbursement
Base Fee per mass disbursement 20.00
Transaction per transaction .03
Processing Charge per tape 50.00
Investor Reporting (Laser, MIDANET) per institution/ 250.00
(Standard, Stand-alone) per program
Investor Reporting (Expanded)(2)
Payment Level 1 (actual principal per participation .17
and interest)
Payment Level 2 (scheduled interest per participation .19
and actual principal)
Payment Level 3 (scheduled principal per participation .21
and interest)
Payment Xxxxx 0 (XXXX) xxx xxxxxxxxxxxxx .00
XXXX Processing per tape 75.00
Loan Origination(l) per transaction .50
Purchased Loans per segment .12
Credit Bureau Tapes per credit bureau 39.00
Insurance Tapes per company 39.00
(1) A transmission fee is also charged. Refer to Remote Site Support.
(2) Refer to Output Section for investor check charges.
Page 3
25
LOAN SERVICES
Units Rate
----- ----
Reports (See Output Section)(1)
Daily Hard Copy Reports
1 - 5,000 Accounts per additional copy $21.00
5,001 - 10,000 Accounts per additional copy 27.00
Over 10,000 Accounts per additional copy 33.00
Weekly Hard Copy Reports
1 - 5,000 Accounts per additional COPY 41.00
5,001 - 10,000 Accounts per additional copy 52.00
Over 10,000 Accounts per additional COPY 63.00
Monthly Hard Copy Reports
1 - 5,000 Accounts per additional copy 61.00
5,001 - 10,000 Accounts per additional copy 72.00
over 10,000 Accounts per additional copy 83.00
Semiannual Hard Copy Reports
1 - 5,000 Accounts per additional copy 110.00
5,001 - 10,000 Accounts per additional copy 130.00
over 10,000 Accounts per additional copy 150.00
Annual Hard Copy Reports
1 - 5,000 Accounts per additional copy 110.00
5,001 - 10,000 Accounts per additional copy 130.00
Over 10,000 Accounts per additional copy 150.00
(1) The prices above apply to copies exceeding the standard report frequencies.
Page 4
26
TELLER/PLATFORM SERVICES
Units Rate
----- ----
On-line Teller
Base Fee(l) per institution $ 65.00
Accounts(2) per account .05
Live Log Transactions per transaction .021
Outstanding No-book Transactions(3) per transaction .0025
On-line Dollar
Base Fee per institution 40.00
Accounts(2) per account .025
Live Log Transactions per transaction .021
Sunday On-line Availability(2) per account .01
Teller Platform System (4)
Base Fee Per Controller
Vboss per institution 100.00
Other (IBM, ISC) per institution 50.00
Salespartner Maintenance Fee (PC-based) per PC 35.00
Large Currency Transaction Reporting per institution 50.00
Tellerlink per institution 100.00
Teller Trial Balance (R-0200) per report 25.00
(1) Fee includes logical end-of-day and on-line dollar.
(2) Includes Demand, Line of Credit, Money Market, NOW, Savings, and Time
Deposit (Level 1-3) accounts.
(3) Produces monthly report at no charge. Additional No-Book Reports (R-0202)
produced at a cost of $15.00 per report.
(4) Refer to your account manager for start-up fee.
Page 5
27
CUSTOMER INFORMATION SYSTEM (CIS)
Units Rate
----- ----
Base Fee per institution $140.00
Customers per customer .023
Accounts per account .0145
Additional CIS Services
CIS Aggregate Indebtedness per run 50.00
Base Fee per run .0006
Accounts Analyzed
CIS Customer Match - Merge per run 100.00
Base Fee
Customer Fee
First 100,000 per customer .06
Over 100,000 per customer .04
CIS Marketing per run 50.00
Base Fee(1) per customer .004
Analysis per customer .001
Automatic Promotion Coding per envelope .090
Continuous Envelopes per customer .005
Householding(2) per customer .005
Officer List per customer .001
ZIP Code Sort(2)
Marketing Profile ($25.00 minimum) per customer .005
Hard Copy
Interface File per customer .005
Magnetic Tape Creation per tape 75.00
CIS Selected N/A List ($25.00 minimum)
Hard Copy per customer selected .001
ZIP+4 Coding Service per request 250.00
Base Fee per record .006
Extract Fee
Reports (See Output Section)
Combined Statements per institution 80.00
Base Fee
Statement Fee per statement .05
Customer Profile I (R8400) per report 55.00
Customer Profile II (R8401) per request 200.00
Base Fee per customer .002
Customer Fee per customer .002
Hard Copy per customer .001
Microfiche
(1) Refer to the Output Section for gum label and 3x5 card fees.
(2) ZIP Code Sort is included in Householding and is not required if using
Householding.
Page 6
28
FINANCIAL CONTROL
-----------------
Units Rate
----- ----
Base Fee per institution $100.00
Detail Accounts per account .5350
Transactions per transaction .0385
Additional FC Services
----------------------
Cost Accounting
Base Fee per run 50.00
Allocations per allocation .05
Generalized Interface
Base Fee per institution 140.00
Control Totals per parameter .026
Consolidated Transactions per transaction .033
Historical Data Storage(l) per additional year 100.00
On-line Inquiry and Maintenance
On-line Account Inquiry per detail account .036
On-line Report Inquiry(2) per institution 100.00
On-line Transaction History
($25.00 minimum) per transaction .012
Standard Descriptions (MICR Capture) per institution 30.00
Reports (Refer to Output Section)
---------------------------------
Budget Spread - GLR 512 per report 25.00
Charts of Accounts
Account Header and Detail List -
GLR 960(3) per report 25.00
Indented Chart of Accounts - GLR 962 per report 25.00
Center Sequence (All Accounts) -
GLR 964 per report 25.00
Chart Comparison (FIN010) per report 50.00
Consolidation Report - GLR 321-325 per set of reports 100.00
Detail Account Analysis - GLR 370
Weekly per account 15.00
Month-to-Date per additional report 50.00
Year-to-Date per report 100.00
Annual per report 150.00
Additional Copies per copy 75.00
Detail Quarterly Analysis - GLR 970 per report 50.00
Consolidated Quarterly Analysis - GLR 975 per report 100.00
Financial Statements (Monthly)
GLR 303, 310-312 per additional request 25.00
Full Print of Master Records - GLR 950 per report 25.00
Individual Cost Center
Monthly - GLR 380 per month No Charge
Daily per cost center 25.00
Matrix Reports/ReportWriter per report 25.00
Subledger Reports - GLR 371-379 per report 15.00
Transaction Journal
Daily (Snapshot) - GLR 298 per account .07
Minimum Fee per report 25.00
(1) Current and prior two years provided at no charge. Two additional years
provided at $100.00 per month for each year retained.
(2) Cost includes all financial control reports with the exception of GLR 220,
GLR 240, and GLR 250. These reports are available at a cost of $.01 per
detail account.
(3) One copy provided at no charge on a quarterly basis.
Page 7
29
EFT SERVICES(1)
--------------------
Units Rate
----- ----
Network Administration Fee per institution $75.00
Terminal Support
1 - 15 per terminal 145.00
16 - 40 per terminal 110.00
41 - 125 per terminal 75.00
over 125 per terminal 50.00
Point of Sale (POS)
Terminal Support per terminal 10.00
Dial Terminal-WATS per transaction .10
Transaction Switching/Routing
1 - 50,000 per transaction .0475
50,001 - 200,000 per transaction .04
200,001 - 500,000 per transaction .035
Over 500,000 per transaction .03
Settlement Fee per institution 50.00
Cardbase Management
-----------------------
Base Fee per institution 130.00
Cardholders
1 - 25,000 per cardholder .0825
25,001 - 50,000 per cardholder .08
50,001 - 200,000 per cardholder .075
Over 200,000 per cardholder .07
Transaction Authorization (On-us)
Positive Balance Authorization per transaction .0775
Negative File/Positive File
Without Balance Authorization per transaction .035
Additional Features
----------------------
Multiple Account Access
Base Fee per institution 25.00
Accounts per account .01
New Account Setup (Off-line Inst.) per account .10
PIN Production and Mailing per account .45
Card Production (New/Reissue) per card .75
Card Insertion per card .10
Off-line Institution per institution 30.00
Reports (See Output Section)
----------------------------
Hard Copy per additional copy 25.00
Microfiche per institution 65.00
(1) Refer to your account manager for one-time setup fees and other special
project pricing.
Page 8
30
INFO CENTER
XXXXX Units Rate
---- ----- ----
Base Fee(l)
Application Extracts(2) per contact person $35.00
Deposit System
1 - 25,000 accounts per account .0121
25,001 - 50,000 accounts per account .0101
50,001 - 100,000 accounts per account .0080
100,001 - 150,000 accounts per account .0059
Over 150,000 accounts per account .0049
Financial Control - Daily
Base Fee per institution 50.00
1 - 1,000 accounts per account .057
1,001 - 2,000 accounts per account .045
2,001 - 5,000 accounts per account .035
Over 5,000 accounts per account .029
Financial Control - Monthly
1 - 1,000 accounts per account .037
1,001 - 2,000 accounts per account .025
2,001 - 5,000 accounts per account .015
Over 5,000 accounts per account .009
Loan System
1 - 2,500 accounts per account .0292
2,501 - 5,000 accounts per account .0189
5,001 - 10,000 accounts per account .0145
10,001 - 20,000 accounts per account .0122
Over 20,000 accounts per account .0098
CIS Customer Files
1 - 25,000 customers per customer .0064
25,001 - 50,000 customers per customer .0060
50,001 - 100,000 customers per customer .0056
100,001 - 200,000 customers per customer .0052
Over 200,000 customers per customer .0048
XXXXX/CIS Marketing Analysis System(3)
Setup and Customization Fee one time 375.00
Base Fee per run 125.00
MAS Report Package per customer/per run .0047
XXXXX/CIS MAS File per customer/per month .0009
XXXXX/CIS Canned Reports
Marketing Package one time 375.00
(1) Includes the INFO Center newsletter, one hour of hotline support,
product updates, and user conferences. Required for XXXXX users.
(2) Based on total accounts or customers on file for the application. A
reconversion fee of $350 will be assessed on institutions which have
deconverted from XXXXX or a XXXXX Application Extract and request the
service again.
(3) MAS Report Package can be produced monthly, quarterly, semiannually, or
annually. The MAS file is updated with each run of the Report Package
and is always available. The rates charged for the MAS Report Package
are charged when run. The MAS file fee is charged monthly.
Page 9
31
INFO CENTER
XXXXX (Continued) Units Rate
---- ---- ----
Use Fees
Connect Time Fee per hour $ 9.50
CPU Fee(l)
1 - 2,500 seconds per CPU second .25
2,501 - 5,000 seconds per CPU second .22
5,001 - 10,000 seconds per CPU second .20
over 10,000 seconds per CPU second .18
Training(2)(3)
Beginning & Intermediate Lotus
(1 day each) per person/per course 165.00
Beginning XXXXX (2 days) per person/per course 390.00
All other XXXXX courses (1 day each) per person/per course 195.00
Data Transfer Facility (DTF)
Setup Fee one time only 305.00
Base Fee - Data File per institution 45.00
Diskette Creation, shipping per diskette 55.00
and handling
Software Applications
CALLREPORTER I
Less than $100MM assets per institution 30.00
$100,000 - $300MM per institution 40.00
Greater than $300MM per institution 45.00
With Foreign Offices per institution 80.00
Holding Company per holding company 45.00
Consolidation
Postage per quarter/per
institution 10.00
XXXXX Download Facility
Setup and Configuration(4) one time only 475.00
Monthly Fee per month 65.00
Download Fee per download record
1 - 1,000 records .0500
1,001 - 10,000 records .0300
10,001 - 25,000 records .0095
25,001 - 100,000 records .0075
100,001+ records .0050
Services(3)
Consulting/Custom Programming per hour (1 hr. minimum) 100.00
(1) Based on IBM Model 3090E. Price is adjusted according to
relative CPU power of current CPU.
(2) Services are provided at M&I datacenter in Xxxxx Deer,
Wisconsin. Training sessions can be scheduled on-site for
institutions with six or more people attending. Please contact
the INFO Center for more information.
(3) Travel and lodging expenses, as well as equipment and equipment
setup for services provided at alternate locations, are the
responsibility of the customer.
(4) Does not include communication software, link, and hardware.
Contact the INFO Center for detailed requirements.
Page 10
32
ITEM PROCESSING
Bulk Filing Units Rate
----------- ----- ----
Cycle Sorting per item $ .0060
Daily Exception Sorting per item .0013
Microfilming(l) per item .0005
Statement Dividers per item .0008
Proof of Deposit (POD)
Base Fee per institution 50.00
Transactions
1 - 250,000 items per item .0102
250,001 - 500,000 items per item .0092
500,001 - 1,000,000 items per item .0082
1,000,001 - 1,500,000 items per item .0073
Over 1,500,000 items per item .0063
Nonstandard Document Support(2) per institution 50.00
REMOTE SITE SUPPORT
Remote Site Credits(3) Units Rate
---------------------- ----- ----
Printline
Deposits(4) per account (.09)
Loans per note (.10)
Financial Control per account (.25)
Transactions(5) per transaction (.0105)
Basic Features
Transmissions(6)
Transmission Fee per transmission 4.75
M&I Call Handling per transmission 6.75
TRACS Handling per transmission 6.75
(1) If an institution is on POD, there is no microfilming charge
incurred under Bulk Filing.
(2) Effective six months after conversion; excludes Loan coupons.
(3) Credits are a reimbursement for services performed by your
institution.
(4) Includes Demand, Savings, NOW, Money Market, and Time Deposit
(Level 1-4) accounts.
(5) Credit received on items captured at your institution. Does not
apply to Teller or On-line Dollar transactions.
(6) The minimum charge for a multi-institution transmission is
$25.00 per institution.
Page 11
33
OTHER SERVICES
--------------
Audit Services Units Rate
-------------- ----- ----
Account Verification
Base Fee per account category $ 90.00
Positive or Negative Verification per account .28
Trial Balance per report 25.00
File Footings and Histograms per application 25.00
Computer Assisted Audit Techniques
System Stratification Reports
Deposit System per request 100.00
Loan System per request 100.00
Financial Control per request 50.00
System Selection Reports
Deposit System per request 150.00
Loan System per request 150.00
Financial Control per request 150.00
IMS Security per request 25.00
Tapes per request 150.00
Blank Verification Forms
Negative 4074 per form .05
Positive 4075 per form .05
Letter 4090 per form .05
Consulting/Custom Programming per hour (1 hr. minimum) 100.00
Automated Clearing House (ACH) Receiving
----------------------------------------
Base Fee per institution 40.00
Records Stored per record .08
Transactions
1 - 3,000 per item .035
3,001 - 7,000 per item .032
7,001 - 12,000 per item .030
Over 12,000 per item .028
Automated Check Charge Processing
Base Fee per institution 10.00
Transaction Premium per transaction .025
Corporate Trade Payment
Dollar Item Record per item .04
Addenda Record per record .02
File Adjustments per correction 3.25
Incoming File Report per report 10.00
Automated Funds Transfer (AFT)
------------------------------
Base Fee per institution 45.00
Accounts per account .077
Discount Brokerage
------------------
Base Fee per institution 40.00
Transaction Fee per transaction .22
Custom Statement Formatter
--------------------------
Start-up Fee (minimum) per institution Time & Materials
Statement Fee per statement .01
Disaster Recovery
-----------------
Base Fee per institution 70.00
34
OTHER SERVICES
Units Rate
----- ----
IRS Reporting
Base Fee(l) per institution/per yr $150.00
On-line Transactions per transaction .40
Off-line Transactions per transaction .52
B-Notice Reporting(2)
1-2,000 records per record .75
Over 2,001 records per record .50
Tax ID Name/Address List per report 35.00
Tax ID Number Report (R-2500) per report 35.00
W-9s per form .095
Instruction Sheets per sheet .04
Additional Reports per report 35.00
Maintenance/Support
Mass Keyword Changes (Deposits, Loans) per request 25.00
Automated Transaction per transaction .06
M&I Entered Transaction per transaction .07
Interest Plan Test (R-0346) per interest plan 110.00
Service Charge Test (R-0340) per interest plan 110.00
Reaccrual Processing (R-0345) per interest plan 110.00
CIS File Purge (Account or customer) per additional run 150.00
CIS Miscellaneous Account Transfer per additional run 150.00
Transaction Backdating Reversal(3) per file T&M
User Manuals per additional volume 40.00
Management Information Service
Base Fee per institution 40.00
Account Inquiry per account 16.00
Profitability and Management Support
Account Analysis
Base Fee per institution 55.00
Statement Fee per statement .26
Customer Profitability System(4)
Base Fee per institution 75.00
Account per account .15
Customer per customer .31
Reanalysis per customer .31
Safe Deposit
Base Fee per institution 25.00
Boxes per box .07
Six-Day Processing (Deposit, Loan, FC)
Deposit(5) per account .047
Loan per note .068
Financial Control per detail account .105
(1) The Annual Base Fee applies to IRS Magnetic Tape Reporting and 1099
and 1098 Reporting.
(2) $300 minimum.
(3) $250 minimum.
(4) Requires bank to be using the Customer Information System (CIS).
(5) Includes Demand, Savings, NOW, Money Market, Time Deposit
(Level 1-4), and Line of Credit accounts.
Page 13
35
OTHER SERVICES
Units Rate
----- ----
Tickler System
Base Fee per institution 30.00
Items per item .045
User-Defined Security
Base Fee per institution 25.00
Application per screen 1.00
Page 14
36
OUTPUT
Units Rate
----- ----
Bank Control (Deposit, Loan) per application $ 60.00
Daily Microfiche (Deposit, Loan, CIS, FC)(1) per report page .0045
minimum fee/application 20.00
Statements (Deposit System)
Account Statement Fee
Hard Copy per account .105
Fiche per additional page .65
Folding per account .03
Photocopies from Fiche per copy 2.00
Check Copies (Deposit) per check 4.00
Checks Issued (Deposit, Loan)
M&I Disbursement per check .08
Correspondent Account per check .12
Name and Address List, Labels, 3x5 Cards
(Deposit, Loan, CIS, EFT)
Base Fee per run 30.00
List per account .03
Label, 3x5 Cards per account .05
Messages (Deposit, Loan, CIS) per message on system 2.00
Message Setup per request 30.00
Full Branch Processing(2) per application/branch 60.00
RIM Microfiche per institution 35.00
Reports(3) per request 25.00
WBA Forms Package (Salespartner)
Updates per quarter 100.00
(1) Includes one fiche original and one fiche copy. Additional fiche
copies available at $.65 per fiche card.
(2) Report sequencing by branch provided at no charge.
(3) Applies to reports not otherwise specified in the Price List.
Page 15
37
MICARD SERVICES -- CARDHOLDER
Units Rate
----- ----
Cardholder Services
-------------------
Base Fee per institution $90.00
Account Support Fee per account 1.57
Statements(1) per statement .65
Lockbox Service per payment .054
Payment Entry per payment .135
Transaction Processing per transaction .044
Authorizations per request .17
Card Issuance -- First(1) per card .775
Card Issuance -- Additional Cards per card .25
Temporary Rush Card -- Production Fee per card 20.00
Lost/Stolen Cards Reported per card 7.50
Combined Warning Bulletins(2) per listing .65
(single region U.S.)
Letters Printed(1) per letter .515
Compliance Fees percentage of gross sales .000799
(includes franchise) -- VISA
Compliance Fees percentage of gross sales .000999
(includes franchise) -- MasterCard
CIS Interface per institution 45.00
Business Card Reporting per institution 175.00
Cardholder Supplies
-------------------
Plastics -- Regular per card .50
Plastics -- Gold per card 1.15
Plastics -- Custom per card Per Quote
Hot Stamp Die per die Per Quote
Graphics per design Per Quote
Card Application Holder per holder 1.75
Applications -- Regular per application .25
(300 minimum)
Applications -- Gold per application .60
(300 minimum)
Gold Brochures per brochure .80
Business Card Features and Benefits per brochure .75
(1) Includes postage and envelopes.
(2) Multiple listings/foreign listings available at an additional charge.
(3) Shipping charges for temporary or rush cards will be passed through.
Page 16
38
MICARD SERVICES -- MERCHANT
Merchant Services Units Rate
----------------- ----- ----
Base Fee - Gross Deposit per institution $ 90.00
Base Fee - Net Deposit per institution 200.00
Account Support Fee per account 2.55
Statements per statement .29
Sales Draft Entry per sales draft .155
Deposit Entry per deposit .038
Transaction Processing per transaction .034
Authorizations - Voice WATS per request .615
Authorizations - Dial Terminal WATS per request .25
Authorizations - Dial Terminal Local per request .11
Authorizations - ARU WATS per request .50
Authorizations - ARU Local per request .37
Authorizations - ECR, Magnetic Tape, or per request Per Quote
Transmission
Magnetic Tape Handling per month 300.00
Data Transmissions per month 125.00
Chargebacks per request 5.50
Electronic Draft Capture - Sales Drafts per draft .058
Electronic Draft Capture - Deposits per deposit .29
Combined Warning Bulletins per month 1.10
Compliance Fees percentage of gross sales .000799
(includes franchise) - VISA
Compliance Fees percentage of gross sales .000999
(includes franchise) - MasterCard
Interchange Fees - MasterCard/VISA net sales plus per item actual
Merchant Supplies(2, 4)
-----------------------
Imprinters each 21.00
Imprinters - Plastics each .55
Imprinters - Plates each .55
VeriFone ZON Jr. XL each 230.00
VeriFone TRANZ330 (1200 Baud) each 310.00
VeriFone Slip Printer each 499.00
VeriFone Roll Printer - 250 each 285.00
Citizen Roll Printers each 245.00
VeriFone PIN Pad 101 each 150.00
VeriFone PIN Pad 201 each 234.00
Deposit Envelopes each .03
Summary Slip each .022
Merchant Kits each 15.00
Sales/Credit Slip per 1,000 19.00
General Merchant (four-ply)
Sales/Credit Slip per 1,000 17.00
General Oil Company (T&E) (three-ply)
Mail Order Continuous Form (two-ply) each .03
Merchant Application and Agreement Form each .34
Decals VISA/MasterCard each .75
Tent Signs VISA/MasterCard each .85
EDC/Terminal Agreements each .08
Terminal Programming(3) per terminal 25.00
(1) Access is being eliminated in most areas.
(2) Shipping additional at cost.
(3) Assessed only if terminal is not purchased through MICARD Services.
(4) For additional supply prices, contact Merchant Services.
Page 17
39
MICARD SERVICES -- DEBIT CARD
-----------------------------
Units Rate
----- ----
Cardholder Services
-------------------
Base Fee per institution $ 90.00
Account Support Fee per account .49
Balance File Updates per account .12
Transaction Processing per transaction .057
Authorizations per request .17
Card Issuance - First(l) per card .775
Card issuance - Additional Cards per card .25
Temporary Rush Card - Production Fee per card 20.00
Lost/Stolen Cards Reported per card 7.50
Combined Warning Bulletins per listing .65
(single region U.S.)
Compliance Fees percentage of gross sales .000799
(includes franchise) - VISA
Compliance Fees percentage of gross sales .000999
(includes franchise) - MasterCard
Transaction/Balance Transmission per day, per transmission 4.75
Cardholder Supplies
-------------------
Plastics - Regular per card .50
Plastics - Gold per card 1.15
Plastics - Custom per card Per Quote
Hot Stamp Die per die Per Quote
Graphics per design Per Quote
Agent/Cardholder Setup for Standard Plan 600.00
Minimum Monthly Fee 300.00
(Minimum monthly fee does not include the following: Base,
Compliance, Authorizations, Interchange, Transmission,
Additional programming, Equipment, Training, or Special fees)
(1) Includes postage and envelopes.
Page 18
40
CORPORATE CASH MANAGEMENT SERVICES
Account Reconciliation Units (per cycle) Rate
----------------------- ----- ----
Plan 1
Base Fee per account $ 32.00
First 1,000 Items per item N/C
Over 1,000 Items per item .027
Plan 2
Base Fee per account 34.00
First 1,000 Items per item N/C
Over 1,000 Items per item .028
Plan 3
Base Fee per account 38.00
First 1,000 Items per item N/C
Over 1,000 Items per item .031
Deposit Reconciliation
Base Fee per account 32.00
First 1,000 Items per item N/C
Over 1,000 Items per item .027
Data Entry Input - Issued or Paid Items per item .20
Fine Sorting
Base Fee per account 15.50
First 1,000 Items per item N/C
Over 1,000 Items per item .014
Balancing per item .006
Microfiche(l) per fiche card .65
New Account Setup per account 15.00
Tape Output per account 20.00
Transmission Output(2) per account 4.75
Automated Clearing House (ACH) Originating
Tape or Transmission - NACHA Format per run 18.00
Transaction Fee
1 - 1,000 per item .036
1,001 - 3,000 per item .033
Over 3,000 per item .031
PC Entry thru PC ACH MICASH Control System(3)
Setup Fee per company Per Quote
Data Entry From Listing per run 40.00
Transaction Fee per item .20
Manual Settlement Fee per entry 15.00
File Corrections per correction 5.00
(1) One fiche original and one fiche copy provided at no charge.
Additional fiche copies provided at $.65 per fiche card.
(2) A paid file can be transmitted to either a mainframe or a PC.
Please refer to MICASH Control system for complete detail of
fees for a file transmission to a PC.
(3) Fees for PC-based ACH origination services are outlined under
MICASH Control System.
Page 19
41
CORPORATE CASH MANAGEMENT SERVICES
(ACH) Originating (Continued) Units Rate
----------------------------- ----- ----
Corporate Trade Payments (CTPs)
One-time Setup Fee per company Per Quote
Tape or Transmission - NACHA Format per run Per Quote
Dollar Item Record per item Per Quote
Addenda Record per record Per Quote
TREM (Combined ACH/PAC) Processing
Tape or Transmission per run 34.00
ACE Items per item .036
PAC Items per item .07
Fed Charges per item (1)
Automated Clearing House (ACH) Receiving - (Refer to
Other Services Section)
Automated Balance Reporting
Direct Transmission from DSI
Base Charge per account per day 1.95
Data Reported per field .09
Setup Fee per company Per Quote
To a Third Party
Base Charge per account per day 2.35
Data Reported par field .15
Setup Fee per company Per Quote
Through a Third Party Network(2)
Base Charge per account per day 3.15
Data Reported per field .15
Setup Fee per company Per Quote
Controlled Disbursement
Base Fee per institution 85.00
Summary Report Inquiry per account 16.00
Setup Fee per institution 325.00
Setup Fee per account 15.00
Depository Transfer Service
Base Fee per customer 8.00
DTCs Created(3) per item 2.70
ACH Debit Created(3) per item 1.13
Setup Fees per customer location 11.25
Management Information Link
Base Fee per company 40.00
Access Fee TYMNET Users per company No Charge
Access Fee Non-TYMNET Users per company 10.00
Account Inquiry per account 17.00
Money Center Inquiry per company 16.00
Money Center Screen Creation
One-time Setup Fee per institution 400.00
Screen Update Capability per institution 40.00
(1) Fees established by the Federal Reserve for ACE processing are
subject to change without notice.
(2) This reporting is done through a third party to another
third-party network.
(3) Includes telephone input.
Page 20
42
CORPORATE CASH MANAGEMENT SERVICES
Management Information Link (continued) Units Rate
--------------------------------------- ----- ----
Stop Payment Entry Capability per company $ 17.00
Intrabank Funds Transfer Capability per company 17.00
Multibank Account Inquiry per company Per Quote
Setup Fee per company Per Quote
MICASH Control System(l) Units (per cycle)
Base Fee - per copy per inst/company per mo. 10.00
File Transfer Services
ACH Origination
PC ACH per inst/company per mo. 10.00
NACHA File Transfer per inst/company per mo. N/C
Transmission per transmission 5.00
Transaction Fee per item .10
Fed Charges per item (2)
PC Recon
Standard Recon Fees Apply by Recon Plan Type
Transmission per transmission 5.00
PC Balance Reporting
Base Charge per account per day 1.95
Data Reported per field .09
Communication Through TYMNET per minutes connected
high density $12/hr.
low, medium density $15/hr.
Setup Fees
MICASH Control System per inst/company 75.00
PC ACH Service per inst/company 50.00
NACHA File Transfer Service per inst/company 100.00
PC Recon Service per inst/company 140.00
PC Balance Reporting Service per inst/company Per Quote
(1) The MICASH Control System Gateway Software will provide customer
access to Management Information Link and the file transfer
services listed.
(2) Fees established by the Federal Reserve for ACH processing are
subject to change without notice.
Page 21
43
CORPORATE CASH MANAGEMENT SERVICES
Payroll Units Rate
------- ----- ----
Base Fee per company/per payroll 30.00
Processing Fee
Datacenter Input
1 - 25 Employees per employee/per payroll N/C
26 - 50 Employees per employee/per payroll .60
51 - 250 Employees per employee/per payroll .54
Over 250 Employees per employee/per payroll .51
Addition to Payroll per employee/per payroll .55
Data Change Entries per field/per payroll .08
Data Retention on File per employee/per payroll .04
Conversion Fee - One-time per company/per payroll Per Quote
Envelopes, Stuffed, and Sealed each .11
Enclosures per enclosure .06
Additional Reports (401-K, Extra
Copies, etc.) per report/per payroll 8.00
Masterfile Data Reports (Special Run) per report 15.00
Microfiche per employee on file/ .005
per payroll (minimum 3.00)
per maintenance run 1.00
Magnetic Tape Output
One-time Setup per company/per payroll Per Quote
Per Payroll per tape/per payroll 15.00
Special Payroll Handling per payroll 10.00
Check/Direct Deposit Rerun per check/deposit 10.00
Report Rerun per run/per payroll 20.00
Labor Distribution Reporting
Base Fee per payroll 17.50
Per Employee Charge per employee/per payroll .15
Check/Deposit Advice Mailing per envelope U.S. Postal Rates
Binders per binder 4.00
Labels per label .05
Delivery of Payroll per employee/per payroll Per Quote
Checks Issued - Correspondent Disbursement per check .04
Account
Preauthorized Check Processing
One-time Setup Fee per company Per Quote
Base Fee (Tape Charge) per cycle 25.00
Document Printing per item .07
TYMNET
Usage Fee
High Density per connect hour 12.00
Low, Medium Density per connect hour 15.00
Page 22
44
ADDITIONAL SERVICES
The following services are available. Please ask your account manager
for pricing information.
1. Accounts Payable
2. Automated Transfer Service
3. Bookkeeping
4. Cash Letter Preparation Charge
5. Communications
6. Consolidated Proof
7. Consulting
8. Conversions
9. Deconversion Tapes
10. Delivery/Postage
11. Disaster Recovery
12. EFT
- Custom ATM Screens
- Conversion--Existing Networks, New Networks, Institution,
Cardbase, Terminal
- Computer Test Time
- Network Processor Membership Fees
13. Fixed Assets
14. IRS 1098, 1099 Processing
15. MICARD Special Services
16. Off-line Maintenance and Support
17. On-line Collections
18. Product Support
19. Programming (Customized)
20. Proprietary Credit Card
21. Reruns
22. Sharedrafts
23. Special Item Encoding
24. Specialized Data Entry
25. Tape Creation
26. Teller Cassettes/Diskettes Maintenance
27. Travel
28. Workshops
LATE FEES
Late fees are calculated at a 1.5 percent monthly periodic rate (18.00
percent annual interest) on all invoices not paid in full. Refer to your
Data Processing Services Agreement for payment terms.
INTERIM PROCESSING SERVICE(l)
110 Percent of Standard Published Prices(2)
(1) Interim Processing is defined as processing without a long-term
commitment. Examples of interim processing status are 1)
customers with no contract, 2) customers with 30-day contracts,
3) customers with expired long-term contracts, and 4) customers
in receivership who have disaffirmed the DSI contract.
(2) The charge is a monthly charge. The additional 10 percent
includes all applications, communications, miscellaneous fees,
and any line item appearing on the monthly invoice. All credits
will be discontinued with the exception of the print-back credit
and the transaction credit for remote site processing.
Page 23
45
VISA/MASTERMONEY CARD
AMENDMENT TO DATA PROCESSING SERVICES AGREEMENT
THIS AMENDMENT to the Data Processing Services Agreement dated September
25, 1991, (the "Agreement") is made as of this same day by and between Xxxxx de
Oro Bank ("Customer") and M&I Data Services, a division of the Xxxxxxxx & Xxxxxx
Corporation ("M&I") and does hereby alter, amend, and modify the Agreement and
supersedes and takes precedence over any conflicting provisions contained in the
Agreement.
WHEREAS, Customer desires to amend the Agreement to obtain certain EFT,
VISA Check Card and/or MasterCard MasterMoney Card Services for itself and its
subsidiary users, and M&I desires to provide said services;
NOW, THEREFORE, in consideration of their mutual promises, the parties
agree as follows:
1. In addition to the services described in the Agreement, M&I shall
provide the EFT, VISA Check Card and/or MasterCard MasterMoney Card Services
described in the attached Exhibit A (which by this reference is specifically
incorporated into and made a part of the original Exhibit A attached to the
Agreement). Customer agrees to use M&I primarily for Customer's EFT and check
card services data processing. Notwithstanding anything contained in the
Agreement to the contrary, the charges for such services shall not be subject to
any discount or price adjustment provision contained therein.
2. Customer shall execute applications for membership in VISA U.S.A.
Inc. and/or MasterCard International. M&I shall use its best efforts to assist
Customer in obtaining sponsorship by an appropriate bank.
3. Customer shall provide M&I with copies of its signed VISA U.S.A. Inc.
and/or MasterCard International membership agreements as soon as they are
available.
4. Customer shall comply with the articles, bylaws, operating
regulations, rules, procedures, and policies of VISA U.S.A. Inc. and/or
MasterCard International and shall indemnify and hold M&I harmless from and
against any and all claims, liabilities, losses, and expenses incurred by M&I
arising out of any failure by Customer to so comply.
5. In addition to the charges specified on the Price Schedule identified
as Exhibit B, Customer shall be responsible for all interchange fees and all
dues, fees, and assessments as established by and owed to VISA U.S.A. Inc.
and/or MasterCard International for processing Customer's transactions,
6. Customer shall maintain an account with a bank approved by M&I and
authorize M&I to charge any amounts due to M&I against any credits due Customer
to its account whether or not such charges create overdrafts.
46
7. All terms and conditions set forth in the underlying Agreement shall
remain in full force and effect and shall apply to the additional services
rendered under this Amendment.
IN WITNESS WHEREOF, the undersigned parties have duly executed this Amendment in
a manner appropriate to each.
M&I DATA SERVICES, A DIVISION OF THE
XXXXXXXX & ILSLEY CORPORATION
("M&I")
By: /s/ XXXXXX X. XXXXXXXX, XX.
---------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President, Retail Product Delivery Group
XXXXX DE ORO BANK ("CUSTOMER")
By: /s/ XXXXXX XXXXXX
---------------------------
Name: Xxxxxx Xxxxxx
Title: FVP/Administrative Officer
47
EXHIBIT A
M&I EFT SERVICES
PROPOSAL
FOR
XXXXXXX XXXXX - XXXXXX XXXXXX - XXXXX XXXX
XXXXX DE ORO BANK
PRESENTED BY:
XXXXXX X. XXXXXX
EFT SPECIALIST
NATIONAL SALES AND MARKETING
M&I DATA SERVICES
XXXXX DEER, WISCONSIN
12/2/96
This proposal was prepared for the exclusive use of the above financial
institution. Due to the confidential nature of this document, it may not be
reproduced or distributed, in whole or in part, without the prior written
approval of M&I Data Services. This is an estimate of costs based on volumes
submitted by you and/or volumes based on institutions of similar size. This
proposal reflects the current M&I Data Services, price policy. The prices quoted
are valid through February 28, 1997. Actual costs will be based on actual
volumes at the time of processing.
48
XXXXX DE ORO BANK
EXHIBIT A
VISA "CHECK CARD"
5,832 ATM ACCOUNTS
INCOME SOURCES; Interchange transaction revenue (1.38 percent average).
Transaction, monthly or yearly service charging.
DESCRIPTION OF SERVICE UNITS DESCRIPTION RATE TOTAL
---------------------- ----- ----------- ---- -----
Cardbase Fee 0 Institution $ 150.00 $ 0
Network Administration 1 Institution 75.00 (75)
Activity/Balance Transmissions 0 Transmissions 6.00 0
Accounts on File 4,659 Open Accounts 0.125 (582)
82% OF ATM ACCOUNTS
Settlement Transactions 13,197 Transactions 0.09125 (1,204)
51.5% OF OPEN ACCOUNTS
5.5 TRANSACTIONS/MONTH
(Includes.00275+.0075=.01025 VISA Fee)
Authorized Transactions 12,801 Transactions 0.097 (1,242)
97% of Transactions
(Includes .0085+.0075=.O 16 VISA Fee)
Card Issuing/Reissuing Fees 129 Cards 1.10 (142)
PIN Issuance 32 PINs 0.45 (15)
Warning Bulletin Listing (Hot Card) 28 Listings 0.05 (1)
Electronic Bulletin April 1994
Lost/Stolen Card Reporting 14 Cards Reported 8.25 (115)
.3% of Open Accounts
Fraud Loss $ 567,484 Purchases 0.0009 (511)
Compliance Fee (VISA, $100Min.) $ 567,484 Purchases 0.00091 (516)
Total Expense ($4,404)
Contingencies 0
Revenue $ 567,484 PURCHASES 0.0138 7,831
TOTAL MONTHLY PROFIT $ 3,427
========
Note 1: The national average for VISA "CHECK CARD" usage is 7.7 purchases per
month per active user. Active users represent 51.5 percent of the total
database. OUR SCENARIO PROJECTS 5.5 purchases per active user.
Note 2: Total purchases are based on your institution's settled transactions
per month, times the average purchase price. VISA's NATIONAL AVERAGE IS
$43.00 PER PURCHASE. 13,197 x $43.00 = $567,484
Note 3: Low volume Visa expenses: Capture Card is $65.00, Cash Advance is
$1.50 plus. 18%, Visa ATM is $.50.
Note 4: The national average for VISA "check card" fraud is .09 percent. VISA
credit card fraud is .14%.
49
XXXXX DE ORO BANK
EXHIBIT A
VISA "CHECK CARD"
PAGE TWO
DESCRIPTION OF SERVICE UNITS RATE TOTAL
---------------------- ----- ------------ ---------
START-UP EXPENSES:
VISA "check card" interface Fee (5) 1 $ 1,500.00 $1,500
M&I Setup
Institution 0 300.00 0
Cardbase 1 400.00 400
Activity/Balance Transmissions 0 42.00 0
Card Reissue (cards) 6,989 1.10 7,688
PIN Reissue (if needed) 0 0.45 0
Product Support (hours) 30 44.00 1,320
Reissue Programming (hours) 25 42.00 1,050
Conversion Programming 0 42.00 0
Travel and Living T&L
----------
TOTAL START-UP EXPENSES $11,957.75
==========
Note 1: VISA Associate membership is required for VISA "check card". Upgrade
fees are listed if needed.
Upgrade Fee: $ 1,000.00 (one time documentation fee)
New Member Fee: $1,500.00 (Min., $6.00/million assets plus $1,000)
Monthly Compliance Fee: .00 1 82 (For Five Years)
Note 2: The Cost for 20,000 cards with three colors is approximately
$5,220.00. This cost includes the VISA logo, hologram, and your own
unique cards.
Note 3: Your institution must purchase their own BIN. The cost from VISA is
$250 to purchase the BIN and $100 per year for an active BIN (an
inactive BIN costs $1,000 per year). If your institution should ever
leave M&I and you own your own BIN, you would not need to reissue cards
or PINs.
Note 4. Listed below is the average of the new revenue rates for 1994.
Lowest Highest Average
------------- ------------- -------
New Revenue Range 1.05% 2.17% 0.0143
$.03 per item $.11 per item
Note 5: Your institution and an M&I conversion representative will agree on
and sign off on a conversion date that is achievable by both parties. If
your institution fails to meet that conversion date, and you fail to
notify M&I in writing 5 months prior to the scheduled date, then M&I has
the right to charge an additional $1,500 fee. This fee will be charged
for lost conversion space.
50
EXHIBIT B
M&I EFT SERVICES
1996 PRICE LIST
EFT Network Support(1) Units Rate
---------------------- --------------- ------------
Network Administration Fee Per Institution $ 75.00
ATM Terminal Support
1- 15 Per Terminal 150.00
16 - 40 Per Terminal 115.00
41-125 Per Terminal 75.00
126-225 Per Terminal 55.00
Over 225 Per Terminal 20.00
Point-of-sale (POS)
Terminal Support Per Terminal 10.00
Dial Terminal-WATS Per Transaction .09
Transaction Switching/Routing
1 - 50,000 Per Transaction .0489
50,001 - 200,000 Per Transaction .0455
200,001 - 500,000 Per Transaction .0420
500,001-2,500,000 Per Transaction .039
Over 2,500,000 Per Transaction .027
CARDBASE MANAGEMENT
Base Fee Per Institution 150.00
Cardholders
1 - 25,000 Per Cardholder .088
25,001 - 50,000 Per Cardholder .082
50,001 - 200,000 Per Cardholder .08
200,001-750,000 Per Cardholder .073
Over 750,000 Per Cardholder .067
Transaction Authorization (On-us)
Positive Balance Authorization
1-750,000 Per Transaction .081
750,001-2,500,000 Per Transaction .07
2,500,001-5,000,000 Per Transaction .061
Over 5,000,000 Per Transaction .058
Negative File/Positive File Without Balance Per Transaction .05
Authorization
CAF File Support .036
VISA CHECK /MASTERMONEY CARD (1)
Cardholders (2) Per Cardholder .125
Transaction Authorization/Settlement (3)
1-750,000 Per Transaction .081
750,001-2,500,000 Per Transaction .07
2,500,001-5,000,000 Per Transaction .061
Over 5,000,000 Per Transaction .058
Compliance Fees (Franchise Counterfeit) (4) Percentage of Gross Sales .00091
Lost/Stolen Cards Reported Per Card 8.25
Electronic Warning Bulletins (5) Per Account Listed/Per Month 1.30
Note: Regional and national network processing fees will be passed through at
cost. Special assessments, lines, and other fees from VISA will be
passed through at cost.
51
Additional Features
-------------------
PIN Production and Mailing Per Account .45
Card Production (New/Reissue) (Returned to Per Card .72
Institution)
Card Production (Returned to Cardholder) Per Card 1.10
Custom Card Carrier Per Carrier Type/Institution 90.00
Card Production-Mass Reissue Per card Quote
Card Retrieval Request Per Account 30.00
Card Destroy Request Per Account 15.00
Off-line Institution
Base Fee Per Institution 65.00
Transmissions - Activity/Balances Per Day 6.00
REPORTS (See Output Section)
-------
Hard Copy Per Additional Copy 27.00
Microfiche Per Institution 65.00
Names and Address - Labels/List Per Run 35.00
Labels Per Account .06
List Per List .04
Reruns - First two each month are free per run Per Run 27.00
ATM SCREEN CHANGES
------------------
One-time Screen Development Per Terminal Type 250.00
Seasonal Screen Maintenance Per Terminal Type 175.00
Reload Terminal Per Terminal 20.00
ONE-TIME SETUP
--------------
TYME Network Per Institution 1,500.00
Existing Networks Per Institution 8,200.00
New Network Certification Per Institution T&M
Institution Per Institution 300.00
Cardbase Per Cardbase 400.00
ATM Terminal Per Terminal 200.00
Transmissions - Activity/Balances M&I Format 1,325.00
Cardbase Conversion and Training Quote T&M
Application and Systems Programming Per Hour 105.00
Note: One-time setup fees, conversion fees, telecommunication costs, and other
special project pricing will be quoted in the proposal and listed in
Exhibit A.
(1) Only one Network Administration fee will be assessed per institution per
month for the support of ATMs, regional and national networks, and VISA
Check/MasterMoney Card.
(2) This fee is in addition to the Cardbase Management "Cardholders" fee.
(3) This fee does not include the pass-through transaction fees from
VISA/MasterCard. Those fees are settled daily directly to your
institution.
(4) Minimum charge of $100 per quarter for associate- and principal-type
membership.
(5) Multiple listings/foreign listings available at an
additional charge. VISA and MasterCard are restructuring prices in this
area. Upon completion of their changes, M&I will reevaluate this price.
52
AMENDMENT TO DATA PROCESSING SERVICES AGREEMENT
THIS AMENDMENT, to the Data Processing Services Agreement dated
September 25, 1991 (the "Agreement") is made as of this 24th day of October
1995, by and between the undersigned parties, does hereby alter, amend, and
modify the Agreement and supersedes and takes precedence over any conflicting
provisions contained in the Agreement.
FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of
which are hereby acknowledged, the undersigned parties agree as follows:
1. Effective upon execution of this Amendment, the following Section 2
(e) is hereby added to the Agreement:
"2.e. Discount. M&I shall provide Customer with a twenty percent
(20%) discount on Services (except that Currency Transaction Reporting Services
shall be discounted fifty percent (50%) excluding communication costs,
telecommunication charges, printline charges and other output costs, start-up
fees, pass-through charges, out-of-pocket expenses, conversion expenses and
fees, workshop fees, training fees, late fees, or charges billed as
Miscellaneous on the Customer's invoice. The discount shall be in effect for the
term of the Agreement."
2. Effective upon execution of this Amendment, the following Section 2 (f)
is hereby added to the Agreement:
"2.f. Price Adjustments. M&I standard published charges are set
forth on the fee schedule attached as Exhibit B. M&I may modify its standard
published charges from time to time (the "Price Change Date"). M&I agrees to
provide Customer with thirty (30) days' written notice of any price increases
prior to effectiveness of the price increase. During each twelve (12) month
period ending on the Price Change Date (or such shorter period from the date
this Agreement becomes effective to the first Price Change Date), Customer shall
receive a credit if the increase in the standard published charges used to
compute the Additional Use Fees causes a total increase of more than three
percent (3%) (based on comparing the same mix of volume and services, as
described below). The Services and associated volumes (excluding any credits or
Miscellaneous Fees) on the three (3) most recent Customers' invoices preceding
either the announcement of any price adjustment or the determination to adjust
the Minimum Monthly Fee shall be used to calculate the percentage change (the
"Adjustment Period"). If during the first year of this Agreement three (3)
invoices are not available, the volumes processed during the prior month, or to
be processed during the current month, if the conversion occurs during the month
prior to the Price Change Date, shall be used to compute the percentage change.
If the net increase exceeds the annual ceiling, the dollar difference will be
credited to the Customer on each month's invoice (the "Price Adjustment
Credit"). For example, if the price increase is announced in January, M&I will
apply the increased prices to the volumes and Services invoiced to Customer
during the months of October, November, and December. The total of the three (3)
months, computed based on the actual invoices and recomputed using the
53
increased prices, is then compared. The amount by which the difference exceeds
the annual ceiling is divided by three; the result is the Price Adjustment
Credit to be applied against the Additional Use Fees until the next price
increase. If, for example, the total monthly charges for October, November, and
December were fifty thousand dollars ($50,000), a ten percent (10%) cap would
limit the recomputed fees to fifty-five thousand dollars ($55,000). If the
recomputed fees are fifty-five thousand dollars ($55,000) or less, the Customer
receives no Price Adjustment Credit. If the recomputed fees were fifty-eight
thousand dollars ($58,000), the Customer would receive a Price Adjustment Credit
of one thousand dollars ($1,000) per month on each subsequent monthly invoice
until the next price increase."
3. References to a "seventy-two (72) month" term in Sections 3(a) and
13(a) are hereby replaced with "one hundred eight (108) month " term.
4. The following Section 22(k) is hereby added to the Agreement:
"22.k. Finder's Fees. M&I will provide Customer with a credit
which may be used to offset data processing fees for Services (excluding
Miscellaneous Fees) for Customer's correspondent or nonaffiliated institutions
whose data was not being processed by M&I, but will be processed by M&I
utilizing remote input processing sites owned by customer; provided, however,
that the credit shall not exceed fifty thousand ($50,000) for any individual
bank, or more than fifty thousand ($50,000) for any group of banks or bank
holding company.
If Customer introduces a lead to M&I, which M&I was not previously
working, and Customer assists M&I by introducing the prospect to M&I, followed
by Customer assistance and involvement in the selling process (not limited to
Customer site visits, referrals, presentations, etc.) for the purpose of selling
M&I Services, and the financial institution signs a processing agreement with
M&I, M&I will credit Customer an amount equal to one (1) month's processing
fees, which may be used to offset data processing fees for Services (excluding
Miscellaneous Fees) provided M&I agrees in advance to pay such compensation to
Customer. The finder's fee, as described above, shall be based upon and payable
after the first month's use of the ordinary Services following the completion of
all conversions of the new financial institution as proposed. The credit shall
not exceed fifty thousand ($50,000) for any individual bank, or more than fifty
thousand ($50,000) for any group of banks or bank holding company."
5. The following Section 22(1) is hereby added to the Agreement:
"22.1. Allowance. In each year of the Agreement commencing
September, 1995, M&I agrees to provide Customer a credit of up to five thousand
dollars ($5,000) to be applied against charges (exclusive of travel,
out-of-pocket, or third-party fees) for Training Workshops or One-time Product
Set-up Fees. Unused portions may not be carried forward into future years."
6. The following Section 22(m) is hereby added to the Agreement:
"22.m. System Review. M&I agrees to provide Customer a one-time
credit of up to five thousand dollars ($5,000) to be applied against charges for
a System Utilization Review to be performed by M&I"
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7. The following Section 22(n) is hereby added to the Agreement:
"22.n. Fee Waivers. M&I agrees to waive its fees for Custom
Statement Design (Laser-approximately $11,025), and Remote Project Support
(approximately $11,400)."
Except as expressly modified herein, all other terms and conditions
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned parties have duly executed this
Amendment in a manner appropriate to each.
M&I DATA SERVICES, A DIVISION XXXXX DE ORO BANK, N.A.
OF THE XXXXXXXX & ILSLEY
CORPORATION ("M&I") By: /s/ XXXXXXX X. XXXXX
---------------------
Name: Xxxxxxx X. Xxxxx
Title: President & CEO
By: /s/ XXXXXXX X. XXX
--------------------------
Name: Xxxxxxx X. Xxx
President
Title: Outsourcing Business Group
By: /s/ XXXXXX X. XXXXXX
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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AMENDMENT TO DATA PROCESSING
SERVICES AGREEMENT
THIS AMENDMENT is made this 3 day of April 1998 by and between Xxxxx de
Oro Bank ("Customer") and M&I Data Services, a division of the Xxxxxxxx & Ilsley
Corporation ("M&I").
M&I and Customer entered into a Data Processing Services Agreement dated
April 3, 1998 (the "DPS Agreement") pursuant to which M&I provides Customer with
certain data processing services.
Customer desires to obtain from M&I certain home banking and xxxx
payment services and M&I is willing to provide such services on the terms and
conditions contained in this Amendment.
NOW, THEREFORE, in consideration of the recitals and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged by
both parties, it is agreed that:
1. The description of "Services" contained in the Agreement shall be
amended to include the home banking and xxxx payment services described on
Exhibit A attached hereto and incorporated herein.
2. Customer and M&I agree that the home banking and xxxx payment
services may be delivered to Customer by M&I or its designated subcontractors,
provided, however, that M&I shall be responsible for the performance of such
services by its subcontractors.
3. Customer agrees to pay for the services received pursuant to this
Amendment in accordance with the price schedule on Exhibit A attached hereto and
incorporated herein. The price schedule shall be subject to adjustment by M&I
provided, however, that (i) price increases shall be limited to once during any
12 month period of the term of this Amendment; (ii) M&I shall provide written
notice of such price increase to Customer at least 90 days prior to the
effective date of such price increase; and (iii) Customer shall have the right
to cancel any services subject to such price increase by delivering written
notice to M&I at least 60 days prior to the effective date of such price
increase. Customer's right of cancellation shall apply only to the home banking
and xxxx payment services described in this Amendment. M&I's standard published
prices as of the date of this Amendment are attached hereto as Exhibit B.
4. Customer shall enter into a written agreement directly with its
clients to whom home banking and xxxx payment services are to be provided.
5. Customer shall ensure that all appropriate disclosures have been made
in accordance with applicable law and/or regulations prior to its clients'
participation.
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This includes, without limitation, Regulation E disclosures as well as
disclosure of User Terms and Conditions attached hereto as Exhibit C and
incorporated herein.
6. M&I or its authorized subcontractor agrees to make all reasonable
efforts to meet the service levels specified in Exhibit D.
7. The parties desire to more clearly outline the responsibilities of
the parties with respect to credit risk and late fees that may be incurred as a
result of any inaccuracy in the processing of home banking/xxxx payment
transactions. These are attached hereto as Exhibit E.
8. Customer shall ensure that xxxx payments are funded from one of its
client's funding accounts with Customer and in accordance with applicable law.
9. Customer shall be responsible for limiting client's access to those
accounts for which the client has legal authority to access for the purpose of
funding Xxxx Payments and other transactions, as may be supported by the home
banking and xxxx payment services.
10. Customer shall be responsible for all arrangements relating to
closed customer accounts, to assure payment and other handling and clearance of
outstanding items relating to such accounts.
11. Except as modified herein, the DPS Agreement shall remain unchanged
and continue in full force and effect. The provisions in the Amendment shall
supersede any conflicting provisions contained in the DPS Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day first written above.
M&I DATA SERVICES, A DIVISION OF THE
XXXXXXXX & ILSLEY CORPORATION
M&I")
By: /s/ XXXXXX X. XXXXXXXX, XX.
------------------------------
Name: Xxxxxx X. Xxxxxxxx, Xx.
Title: President, Retail Product
Delivery Group
XXXXX DE ORO BANK
("CUSTOMER")
By: /s/ XXXXXX XXXXXX
------------------------------
Name: Xxxxxx Xxxxxx
Title: FVP/ADMINISTRATIVE OFFICER
2
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EXHIBIT A
M&I DATA SERVICES' HOME BANKING SOLUTION
DIRECTPC/DIRECTBUSINESS
M&I DirectPC/DirectBusiness provides the Financial Institution with a
brand-able home banking product that provides the Financial Institution's
customers secure access to account information and xxxx paying through a file
server located at M&I Data Services. The Financial Institution's customers
enrolling in the DirectPC/DirectBusiness service and having the required PC
hardware and software (listed below) are provided with the DirectPC or
DirectBusiness software which will allow connectivity to the M&I Data Services
file server. Customers access the system by connecting via a toll-free number
provided by the Financial Institution. After completing an authorization
process, customers can perform banking and xxxx payment functions by interfacing
with the M&I server.
CUSTOMER SYSTEM REQUIREMENTS (MINIMUMS):
o Microprocessor: PC with a 386 or higher; 486 or higher recommended
o Operating System: Microsoft Windows 3.1 or later; Microsoft Windows 95
recommended
o Hard Disk Space: 12 MB
o Floppy Disk Drive: 3.5" high density
o RAM (memory): 8 MB; 16MB recommended
o Monitor: VGA or higher resolution
o Modem: 9600 BPS; 1400 BPS recommended
DIRECTPC BANKING FUNCTIONALITY:
o Receive balance inquiry and detailed account information on deposit and loan
accounts
o Transfer funds between customer's authorized accounts
o Access transaction history (from last statement cutoff)
o Place stop payments (within parameters agreed to between M&I Data Services
and Bank)
o Communicate with financial institution via e-mail
o Create export files to Microsoft Money or Intuit's Quicken
o View and maintain an online check register
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DIRECTPC XXXX PAYMENT FUNCTIONALITY:
o Establish and maintain a complete payee list (open payee list)
o Schedule current, future and recurring payments for any payee
o A telephone xxxx payment feature that allows customers to pay bills via
touch-tone telephone when away from their PCs
DIRECTBUSINESS FUNCTIONALITY:
All of the above functionality plus:
o Stop payment set up by a range of checks (within parameters agreed to between
M&I Data Services and Bank)
o Management of multi-user security and user access by specific functionality
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EXHIBIT B
M&I DATA SERVICES' HOME BANKING SOLUTION
DIRECTPC/DIRECTBUSINESS
PRICE SCHEDULE
IMPLEMENTATION FEES
o $20,000 Implementation Fee
o $ 10.00 New Customer Set Up Fee
MONTHLY FEES
o $ 5.00 Customer Fee - includes 24x7 customer service
o $ .35 Per xxxx payment
MONTHLY MINIMUM FEE
o $ 1,500
MISCELLANEOUS FEES
o $ 15.00 Return Item Fee - per occurrence (xxxx payment)
o $ 15.00 Stop Payment Fee - per stop payment request (xxxx payment)
o $ 6.25 Per transmission - batch files
o $ 2.00 Per User Kit - User kit fulfillment (optional)
o $ .08 Per minute - based on current carrier's published fee schedule
NOTES:
o Telecommunications fees are the responsibility of the Financial Institution
o Prices are subject to change on an annual basis per the terms stated in the
Services Agreement
o Customization and branding of diskettes is included in the above pricing
o Customer logo bit map must meet the following standards:
o File Extension: *.bmp
o File Size: Not to exceed 48.OKB
o Bit Map Dimensions: Not to exceed 6" x 7"
o Colors: Any
o Format PC (Mac version not supported)
If the above requirements are not met and M&I Data Services needs to
make adjustments to the bit map, the time involved will be billed to
the financial institution at $140.00 per hour.
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EXHIBIT C
AUTOMATED XXXX PAYMENT
USER TERMS AND CONDITIONS
[Financial Institution] hereby publishes the following terms and
conditions for User's use of xxxx payment services via telephone, personal
computer or any other device as may be offered by [Financial Institution].
[Financial Institution] reserves the right to modify these terms and conditions
at any time, effective upon publication. User's use of xxxx payment services
constitutes agreement to these terms and conditions and any modifications
thereof.
1. User agrees to accurately follow product use instructions contained
within the User Guide provided.
2. User agrees to schedule xxxx payments (payment transaction date) at
least five business days before the due date, not including any grace period.
3. User agrees to provide correct payee name, address, account
information and payment amount.
4. User agrees to maintain sufficient funds in funding account on the
transaction payment date requested.
5. User agrees to notify [Financial Institution] or its authorized agent
no later than 60 days after User receives the FIRST statement on which User
believes a problem or error occurred.
6. User acknowledges that [Financial Institution] or its authorized agent
may require up to 45 days to investigate a complaint or question. [Financial
Institution] or its authorized agent will use all reasonable efforts to resolve
an issue within 3 business days. If an issue is reported orally, User may be
required to send the complaint or question in writing within 10 business days.
Results of the investigation will be communicated within 10 business days. If
[Financial Institution] or its authorized agent needs more time, they will
recredit the user's account within 10 business days for the amount the User
believes is in error. If we ask the User to put the complaint or question in
writing and we do not receive it within 10 business days, we may not recredit
the account. If we determine there was no error, we will send a written
explanation within three business days after the investigation is finished.
7. This service may not be used to transmit alimony, child support or
other court-directed payments or tax payments.
6
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PERSONAL COMPUTER PRODUCTS
USER TERMS AND CONDITIONS
[Financial Institution] hereby publishes the following terms and
conditions for User's use of the PC (personal computer). [Financial Institution]
reserves the right to modify these terms and conditions at any time, effective
upon publication. User's use of the PC services constitutes agreement to these
terms and conditions and any modifications thereof.
1. User agrees that the following uses of the PC services are strictly
prohibited. User agrees to indemnify, hold harmless, and defend [Financial
Institution] from and against any and all claims, actions, suits, judgments and
expenses (including court costs and reasonable fees of attorneys, accountants
and expert witnesses) at User's sole expense, arising from User's failure to
abide by these restrictions on use of the PC services.
A. Unauthorized communication of any charge or credit-card information
belonging to any other person or entity;
B. Unauthorized communication of any information concerning any password
or other on-line access number, code, or identification or any other proprietary
information belonging to any other person or entity;
C. Use of the PC services to copy or to distribute or transmit copies of
copyrighted materials belonging to any other person or entity is permitted only
to the extent that the owner has provided express permission to the User
permitting such activity. Copying or distribution or transmitting copyrighted
materials other than with permission as specified above is expressly prohibited.
D. Communicating any obscene or defamatory information including but not
limited to on bulletin boards or in conjunction with e-mail; or
E. Use of the PC services in violation of any telecommunication, postal,
or other local laws or regulations of the User's country of origin or of the
United States or in furtherance or in the commission of any crime or other
unlawful or improper purpose.
2. A. [FINANCIAL INSTITUTION] AND ITS SUPPLIERS MAKE NO WARRANTIES OR
REPRESENTATIONS OF ANY KIND WITH RESPECT TO THE PC SERVICES, WHETHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE AND NEITHER [FINANCIAL INSTITUTION] NOR ITS SUPPLIERS NOR ANYONE ELSE
WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE PC SERVICES
ASSUME ANY RESPONSIBILITIES WITH RESPECT TO USER'S USE THEREOF. NO ORAL OR
WRITTEN INFORMATION OR ADVICE GIVEN BY
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[FINANCIAL INSTITUTION] OR ITS SUPPLIERS OR ANY OF THEIR EMPLOYEES SHALL CREATE
A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND USER MAY NOT
RELY ON ANY SUCH INFORMATION OR ADVICE.
B. Any cause of action concerning the PC services under this
Agreement must be commenced within one year after such cause of action has
accrued.
3. User further agrees:
A. Transmission of confidential business and sensitive personal
information is at Customer's sole risk;
B. [Financial Institution] reserves the right to monitor and review
transmissions on-line and in storage, and to remove or reject any material which
[Financial Institution], at its sole discretion, believes may be unlawful or
objectionable, without prior notice to User.
8
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EXHIBIT D
SERVICE LEVELS
1. Debit to Customer Account
Current Payment: Debit customer account (payer) within 2 business days
after the customer submits the request for payment (as predicated by the current
ACH process).
Future and Recurring Payments: Debit customer account within 2
business days after the payment date entered (customer must set up the future
and recurring payment as at least 5 days prior to the actual due date).
2. Credit to vendor (payee) sent the next business day after the
customer submits request for payment (as stated above for current, future and
recurring). Average length of time from customer payment request and posting of
credit by payee is as follows:
Check: 5 business days (subject to U.S. Postal Service)
Electronic: 1 business day
3. User Kits to touch-tone xxxx payment and PC banking and xxxx payment
customer sent no later than 5 business days after Travelers Express/M&I receive
user authorization information. Server will be updated with user information by
the day the User Kit is mailed.
4. File server will be available to customers with not less than 98% up
time.
5. 95% of all xxxx payment customer service calls will be answered
within one minute.
6. Customer service calls will be returned within one business day.
Travelers Express will use all reasonable efforts to resolve an issue within 3
business days. If any issue is reported orally, Travelers Express may require
that the customer sends the complaint or question in writing within 10 business
days. Results of investigation will be communicated within 10 business days
after Travelers Express hears from the customer and they will correct errors
promptly. If they need more time, they may take up to 45 days to investigate the
complaint or question. If they need to do this, they will recredit the
customer's account within 10 business days for the amount the customer believes
is in error. If they ask the customer to put the complaint or question in
writing and they do not receive it within 10 business days, they may not
recredit the account. If they determine there was no error, they will send a
written explanation within three business days after the investigation is
finished.
9
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7. Travelers Express must hear from the customer no later than 60 days
after they receive the FIRST statement on which the problem or error is
reported.
8. Technical support help-line hours:
24 hours 7 days/ week
9. Technical support service levels:
o Average call queue time of less than 60 seconds
o Average call abandonment rate of less than 5%
o Average first call resolution rate of 75%
o Average initial call resolution rate 12 minutes
o One hour response time to voice messages (messages left after
hours will be returned the next day)
10
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EXHIBIT E
CREDIT RISK
A. Consumer DDA Accounts: Between the parties. M&I's third-party provider (as
of the date of this Amendment, Travelers Express) bears the credit risk
associated with potential NSF/return items for all nonbusiness customers of
Customer (the "Consumer") DDA accounts to be managed in accordance with
written procedures provided to M&I as modified from time to time.
B. Business DDA Accounts: Between the parties, Travelers Express bears the
credit risk associated with potential NSF/return items for business DDA
accounts only when all of the following conditions are met:
1. Total exposure is limited to a maximum loss of $1,000 per business
account that has been open with the financial institution for less than
one year and $5,000 per business account that has been open with the
financial institution for one year or longer. (The parties may revise
this cap from time to time by mutual agreement.)
C. Payment Cap:
Each payment is capped the same as for Consumer xxxx payments. The cap for both
Consumer and Business DDA accounts as of the effective date of this Amendment is
$9,999.00. Travelers Express may change the cap from time to time with the prior
consent of M&I.
D. Risk Reduction Measures: Travelers Express may, at its option, implement
features to reduce credit risks. These may include, but are not limited to,
preauthorized drafts for business customers, verifying funds through an ATM
network, and separating debits from credits so that payments are not sent
until after good funds are received.
LATE FEES
Travelers Express will reimburse any payee-imposed late fees up to $50.00
incurred by any Consumer which a payee will not waive or reverse, provided the
payment resulting in such a late fee was scheduled and was initiated by the
Consumer in accordance with approved payment timelines as shown in the product
literature and support materials. Further, Travelers Express will attempt on
behalf of Consumers to have late fees reversed or waived, even when payments
have been inappropriately initiated.
11
