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Exhibit 10.5
FISERV BOWLING GREEN
****************
BANK CONTRACT
FOR
ELECTRONIC DATA PROCESSING SERVICES
AND
CUSTOMERFILE SYSTEM
WITH
CITIZENS FIRST BANK
(IN ORGANIZATION)
0000 XXXXXXXX XXXX
XXXXXXX XXXXX, XX 00000
Processing Center: Bowling Green
--------------------------
Status:
New Client x
----------------
Renewal
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CONTRACT FOR "ON-LINE" ELECTRONIC DATA PROCESSING SERVICES
This contract for "On-Line" Electronic Data Processing Services is between
CLIENT hereinafter referred to as "Customer" and Fiserv Bowling Green,
hereinafter referred to as "Fiserv".
Fiserv agrees to provide the control system and necessary processing for the
customer's account applications as described in the schedules attached to and
made a part of this contract.
It is agreed and understood that the services described in the attached
schedules may be modified from time to time. Fiserv agrees to notify the
Customer of system changes that would materially affect the Customer's
procedures or reports.
1. ON-LINE PROCESSING
A. Fiserv agrees to provide "On-line" facilities to the Customer between
the hours of 7:00 A.M. and 7:00 P.M., Monday through Friday, and 7:00
A.M. to 2:00 P.M. on Saturday except on the following holidays: New
Year's Day, MLK Day, President's Day, Memorial Day, Independence Day,
Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas
Day. Fiserv agrees to complete the processing of the Customer's work
daily and have the completed reports ready for delivery or transmission
to the Customer the following day.
B. The Customer shall have the responsibility for delivering or
transmitting and picking up or receiving or causing to be delivered and
picked up the input data and the reports at its own expense. Customer
will transmit data by 7:00 p.m. CST daily. Fiserv will not be
responsible for any delays while in transit or for loss or damage of
the data during delivery or transmission.
C. Magnetic tape, cassettes, MICR encoded documents, or any other input
material to be furnished by the Customer shall meet Fiserv's standard
specifications and shall be in good and usable condition. Fiserv shall
exercise diligence and caution in handling of such material, but shall
not be liable for direct or indirect loss or damage to the input
material.
D. The services supplied by Fiserv will, when applicable, include
verifying or checking and balancing the processed data to a
predetermined control figure supplied by Customer. In the event the
Customer does not furnish this figure, Customer agrees to accept
Fiserv's results as complete and satisfactory performance of this
contract.
2. LIABILITY FOR LOSS OR DAMAGE
A. Fiserv agrees to use due care in performing the services hereunder. If
the finished work should contain errors caused by Fiserv's machines,
operators or programmers, Fiserv will reprocess the source media
without extra charge to the Customer in order to eliminate such errors.
Fiserv shall only be liable to the Customer for errors caused by the
gross negligence or willful misconduct of Fiserv employees. The
liability of Fiserv to Customer for errors during the term of this
agreement shall be limited to general money damages in an amount not to
exceed one month's processing fees.
B. Fiserv shall have no liability to any person other than the Customer
for error caused by Fiserv's machines, operators or programmers.
Customer agrees to indemnify Fiserv against any loss and any expense in
connection with a claim asserted by someone other than the Customer and
arising out of or as a result of this agreement or the performance by
Fiserv of service hereunder.
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ON-LINE ELECTRONIC DATA PROCESSING SERVICES CONTRACT ..........PAGE 3
2. LIABILITY FOR LOSS OR DAMAGE (CONTINUED
C. If Fiserv is required to appear in Court (other than as a party to
litigation brought by the Customer) on behalf of the Customer or
because of the Customer's business, the Customer agrees to pay all
reasonable costs incurred by Fiserv.
D. It is agreed and understood that Fiserv will make every effort to
complete the processing of the Customer's work for pickup or
transmission by the designated time each day. Fiserv shall not,
however, be responsible for delay caused by such unavoidable events as
fire, strikes, riots, epidemics, war, governmental regulations, acts of
God, or other causes over which Fiserv has no control.
E. The Fiserv system is or will be year 2000 compliant. The Client shall
be responsible for ensuring that its systems are year 2000 compliant
and compatible with the Fiserv host system.
3. NOTIFICATION AND COVERAGE
A. Fiserv agrees to maintain insurance coverage for losses from fire,
disaster, or other causes contributing to the interruption of normal
services including, replacement of EDP equipment, reconstruction of
data files, and additional expenses incurred to continue operation.
B. Customer agrees that it will take full responsibility to provide
adequate notice to any regulatory agency of Customer requiring such
notice of the termination of this servicing contract.
C. Fiserv agrees to provide Customer with a copy of the annual third
party audit, the cost of which will be prorated among the Customers.
Fiserv also agrees to provide an annual copy of their audited
financial statement to the Customer as it is made available. Fiserv
agrees to notify the Customer of system enhancements and/or changes to
applications as they occur.
D. Fiserv agrees to provide and Customer agrees to use Fiserv's
Administrative Terminal Security application, as called for in the
Federal Financial Institutions Examination Handbook.
E. Fiserv agrees to provide a hot-site/recovery facility as required by
the Federal Financial Institutions Examination Council Handbook, the
cost of which will be prorated among all customers. Fiserv will also
provide the Customer the results of our disaster/recovery contingency
test annually.
F. Fiserv agrees the rates and fees listed in Schedule A, attached will
not be increased during the term of this agreement, except after 12
months of services and annually thereafter by a percentage equal to
the most recently published United States Government Consumer Price
Index (CPI) or by ten percent (10%), whichever is lower.
G. The Customer agrees that it will provide at its expense, any fidelity
bond required by any government agency.
H. The Customer further agrees to provide sufficient casualty insurance
that may be required by any regulatory agency of the Customer.
I. In the event either party should desire to terminate this contract,
notice of termination in writing shall be delivered by the terminating
party to the other party, and termination of this agreement shall
become effective six (6) months following the end of the month in
which notice is received, according to this contract. To void the
automatic renewal of the term, written notice of six (6) months prior
to the end of the term date is required from the voiding party to the
other party according to this contract.
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ON-LINE ELECTRONIC DATA PROCESSING SERVICES CONTRACT ..........Page 4
J. All notices given pursuant to this Agreement shall be mailed to Fiserv
at the address set forth herein. All notices to the Customer shall be
mailed to the Customer at the address set forth herein. Change of
address by either party will be provided to the other through written
notice.
4. RECORD SECURITY ON-LINE
A. Modern internal controls, direct transmission methods, and specially
designed equipment will aide in the protection of the privacy of the
records of the Customer.
B. Fiserv will service the on-line and record keeping needs of the
Customer by the use of modem and up-to-date computing equipment.
5. SAFEGUARD OF RECORDS AND INFORMATION
Fiserv agrees to maintain, in fire resistant storage vaults and storage
files, sufficient backup data to reproduce the records of the Customer, if
ever necessary. Fiserv agrees to use its best efforts to maintain the
secret and confidential nature of the information furnished by the
Customer.
6. AVAILABILITY OF RECORDS
In event that either party should terminate this Agreement, Fiserv agrees
to provide the Customer with their records in a normal and customary
printout form, the magnetic media being used at such time for processing
Customer's records, and a duplicate of the Customer's record on said media
for a cost, per processing run, at the then prevailing rates for "Special
Reports". Should these records be desired by Customer in a unusual format,
or on different media, then this shall be provided at the current cost for
such services.
7. AVAILABILITY OF INFORMATION
It is agreed that information maintained for the Customer shall be
available at all times for examination, or audit by supervisory authorities
or agents of the Customer.
8. MONTHLY BILLING
Fiserv shall submit monthly, its invoice for services rendered during the
preceding month. The terms thereof shall be net cash. Bills will be payable
within TEN (10) days from date of each invoice. Late charges of 1.5% of
balance due are applicable.
9. TERMINATION
Fiserv agrees that the Customer may terminate this contract during the term
period, or before conversion, by paying cancellation charges to Fiserv. The
dollar amount of the cancellation charges to be paid will be equal to
eighty (80) percent of the remaining estimated revenue value of the
contract or, equal to twelve (12) months of estimated revenue value of the
contract, whichever is the larger dollar amount. Estimated revenue value is
determined by the largest amount from any current or past monthly billing
(invoice) to Customer by Fiserv, times the remaining months of the term of
the contract, or times twelve (12) months. Termination before the
conversion is completed will require the monthly value of the data
processing services estimated and set forth in Schedule A attached to and
made part of this contract to be used in determining the estimated revenue
value. Settlement, by payment, or a mutual agreement in writing for other
conditions, including omitting of any services, is required prior to Fiserv
furnishing magnetic media to Customer or Customer's agent.
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ON-LINE ELECTRONIC DATA PROCESSING SERVICES CONTRACT ..........Page 5
10. INPUT REQUIREMENTS
A. For the On-Line Accounting applications and data capture functions, the
Customer will be required to use On-Line Financial Terminals and/or
Administrative Terminals, with optional printers as input and output
equipment for the system which conforms to system specifications as
required by Fiserv.
B. Input media, must be prepared according to Fiserv's specifications. The
disposition, if any, of all input items of original entry, after
processing, will be according to Customer's written request.
11. EXCLUSIONS
A. The charges herein provided for do not include any sales, use or gross
receipts taxes and Customer hereby agrees to pay such taxes.
B. Customer's forms such as statements, checks, coupons and other items
with Customer's logo and colors must meet Fiserv's specifications, and
are to be furnished by the Customer.
C. Fiserv will furnish a complete set of user manuals including teller
manuals, application manuals and report manuals. The Customer agrees
to protect the confidentiality of these documents and to return them
to Fiserv at the termination of services. Customer further agrees to
pay the current fee per manual for additional or replacements manuals,
if Fiserv requests payment.
D. All items which are listed as "On Request" in the attached schedules
will be furnished upon request by the Customer at the prevailing rate
for the type of report requested.
E. Prices shall include the furnishing of journals and reports on one
part standard stock paper, or when applicable on microfiche or optical
file format. Additional copies, mailing and/or shipping will be at the
expense of the Customer.
F. The Customer will be required to assume the charge for all
communication equipment and data lines to be set up in and between the
Customer's offices and Fiserv. Fiserv will specify the requirements
for the communication support, equipment and lines. Each customer will
be billed by Fiserv for monthly charges to Customer. If the line
network may be structured so that its usage can be shared by multiple
customers, resulting in Customers lower cost, these charges will be
prorated among the user customers. Charges will be subject to change
based on changes in line configurations or rates charged by
communication carrier. Should Customer terminate this agreement,
Customer agrees to pay for any remaining data communication equipment
lease settlements that Fiserv has for Customer's use, if any.
G. Customer's request for special, or extra assistance in the use of the
system including retraining of personnel will be scheduled at a time
agreeable to both the Customer and Fiserv. The service will be
provided at a reasonable fee. At the time the service is scheduled,
the Customer will be provided the estimated cost of the service, if
any.
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ON-LINE ELECTRONIC DATA PROCESSING SERVICES CONTRACT ..........Page 6
11. EXCLUSIONS (CONTINUED)
H. Fiserv will attempt to provide programming services involved in making
changes to existing programs or writing of new programs to conform to
regulations and industry trends with no, or with moderate costs to
Customer. However, it is agreed that such changes and additions that
may be required, especially with short time notification and with
undefined specifications, could result in programming and/or
implementation cost to all participating user customers including
outside programming contract expenses.
I. If any individual or special programming is requested by a Customer,
the programming cost will be borne by the Customer. It is agreed that
all programs developed and written by Fiserv and the supporting
documentation shall remain the sole property of Fiserv.
J. Should additional processing time be required due to a programming
change, or addition, the Customer agrees to pay for such extra services
at reasonable fees.
K. It is agreed that the Customer is responsible for providing the
assurance of the accuracy and authenticity of the items submitted for
processing and the accuracy and correctness of the resulting reports in
a timely manner.
12. CONTRACTUAL DOCUMENTS
This instrument along with all schedules incorporated by reference contains
all agreements and understanding between the parties with respect to all
subject matter hereof. Representations and agreements not expressly
contained herein or incorporated herein shall not be binding upon either
party as warranties or otherwise, and modifications to this agreement shall
be in writing and shall be signed by both parties. As of the date of the
execution of the Agreement, the following schedule(s) which are attached
are made a part hereof:
Schedule A - Terms, Rates and Fees
13. The Agreement may not be assigned by either party without written consent
of the other. The terms of this Agreement shall be binding upon and inure
to the benefits of both Fiserv and Customer, and their respective
successors and assign, including any successor in interest resulting from
consolidation, merger, or sale of all or part of all of the assets of
either of said parties.
14. This Agreement is contingent upon Customer receiving all necessary
regulatory approvals to conduct business in the state of Kentucky.
Entered into this 3rd day of November, 1998.
Citizens First Bank Fiserv Bowling Green
(In Organization)
/s/ Mr. Xxxx Xxxxxxx /s/ J. Xxxxx Xxxxxxxx
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Mr. Xxxx Xxxxxxx J. Xxxxx Xxxxxxxx
Chief Operations Officer Marketing Director
0000 Xxxxxxxx Xxxx 0000 Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000 Xxxxxxx Xxxxx, XX 00000
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SCHEDULE A
3 YEAR TERMS, RATES AND FEES
Customer agrees to use and Fiserv agrees to furnish services outlined herein for
a term of thirty-six months (36) beginning __________ . After each term period
the Agreement is automatically renewed at Fiserv's then current rates and fees
which will not be increased by more than ten (10) percent per annum for a one
(1) year term the end of each term. According to this Agreement, both Customer
and Fiserv shall have the right to void the automatic renewal by written notice
to the other party. All other terms and conditions of this contract will
continue to be in effect until service is terminated, except Fiserv's then
current premium (non-discounted) rates and fees will apply.
Standard customerfile On-Line Processing Rates and Fees - 1999
In recognition of the three (3) year term of this agreement, Fiserv agrees to
provide to client the following discounts on account processing and ATM Network
charges.
Year One (5%)
Year Two (4%)
Year Three (3%)
Type of Account Rate/Fee Per Month
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General Ledger $450/Month
Demand Deposit .518
Savings .202
Club Savings .202
IRA's .202
Certificates of Deposits .202
Installment Loans .403
Commercial Loans .403
Mortgage Loans .403
On-Line .216
Reference .035
Monthly Minimum $2,000.00
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SCHEDULE A - TERMS, RATES AND FEES CONT'D
Emergency Hot Site Backup (Monthly) $ .027/Account
ATM Switch Processing - One Time
Interface Software 1,250.00
Testing and Certification 1,250.00
Telecommunications Setup 1,000.00
ATM Switch Processing - Monthly
First Network 1,000.00
Each Additional Network 100.00
Controller Port Access (1st) 200.00
Each Additional Port 100.00
Conversion Fee - One Time 5,000.00
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SCHEDULE A - TERMS, RATES AND FEES - CONT'D
ITEM PROCESSING FEES
Proof/Encoding .025/Item
Inclearing Capture .015/ltem
P.O.D./Transit Capture .02/Item
Microfilming .005/ltem
Reject Re-Entry (Over 2%) .10/Item
Exception Item Pull (On-Us Only) .006/Item
Cycle/Fine Sorting (On-Us Only) .006/Item
Minimum Monthly Proof Encoding Charge $500.00
Minimum Monthly Other Item Processing Services 750.00
Daily File Transmit to Host Processor 15.00/Day
(Not applicable if Fiserv, Bowling Green is core processing provider.
Daily Printing of Reports, Notices, Checks 750.00/Mo.
BACK OFFICE PROCESSING FEES (REGULAR STATEMENTS - NON IMAGED)
* Statement Printing/Rendering: Per Account .20
Per Item .01
Additional Inserts .01
Warehouse Items/Safe Keeping: Per Item .005
Original Item Retrieval: Per Item 3.00
* Expense of forms, postage, envelopes, etc. are
responsibility of the bank.
Minimum Monthly Back Office Charges $ 500.00
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IMAGE STATEMENT SERVICES
ONE-TIME FEES
Image Library Inquiry Software (First User) 995.00 *
Programming Set-Up Fee 5,000.00
Plus Travel Expenses
* Annual License Fee is 15% Per Year, Per User.
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NOTE: Charges for interfaces between core processor and Fiserv image services,
if needed, are additional.
MONTHLY FEES
Non End of Month Statement .65/Acct.
End of Month Statement 1.25/Acct.
Item Image Scan (Front and Back) .008/Item
Item Storage (45 Day Retention) and Destruction .0045/Item
Monthly Minimum 1,000.00
ARCHIVAL STORAGE
C.D. Rom Image Distribution 25.00/C.D.
Plus Shipping
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NOTES: Client supplies envelopes and statement stock. Client is responsible for
postage/delivery charges to ship actual checks to/from Fiserv image
location.
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November 3, 1998
Mr. J. Xxxxx Xxxxxxxx
Fiserv, Inc.
0000 Xxxxxx Xxxxx
Xxxxxxx Xxxxx, XX 00000
Dear Xxxxx:
Please use this letter as authorization to order any equipment, make
any necessary purchases or contract for any services (ordering phone line,
etc.) on behalf of Citizens First Bank (In Organization) as specified in the
proposal.
The organizers of Citizens First Bank (In Organization) accept full
financial responsibility for any orders or expenditures your company makes on
our behalf, not to exceed $15,000.
Sincerely,
Xxxx Xxxxxxx
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Xxxx Xxxxxxx
Chief Operations Officer
