EXHIBIT 10.5
AGREEMENT FOR INFORMATION
TECHNOLOGY SERVICES
BETWEEN
COMMUNITY BANK OF NEVADA
AND
AURUM TECHNOLOGY INC.
AGREEMENT FOR INFORMATION TECHNOLOGY SERVICES
THIS AGREEMENT ("Agreement") is between AURUM TECHNOLOGY INC. ("Aurum"), a
Delaware corporation with an address at 0000 Xxxx Xxxxx Xxxxxxx, Xxxxx 000,
Xxxxx, Xxxxx 00000, and COMMUNITY BANK OF NEVADA ("Customer"), a state chartered
bank with an address at 0000 Xxxxx Xxxxxxx Xxxx., Xxx Xxxxx, XX 00000.
WHEREAS, Customer desires to purchase information technology services from
Aurum, and;
WHEREAS, Aurum is willing to provide such information technology services
to Customer all as set forth in this Agreement.
NOW, THEREFORE, Customer and Aurum hereby agree as follows:
ARTICLE I - DEFINITIONS
1.1 Definitions. In this Agreement:
(a) "Account Record" is an end-customer account (including, without
limitation, any open or closed DDA/checking account, savings
account, certificate of deposit account, or loan account) that is
maintained on the Aurum System during the applicable month.
(b) "Additional Services" are the Services described in Section 3.1(d).
(c) "Basic Services" are the Services listed in Schedule A.
(d) "Business Day" is each weekday, Monday through Friday, that is not a
holiday of Customer.
(e) "Conversion Services" are the Services described in Section 3.1(c).
(f) "Customer Systems" are the Systems listed in Schedule D to be
provided by Customer for use in conjunction with Aurum Systems.
(g) "Data Center" is the space at one or more locations where Aurum
performs Services, excluding Customer locations.
(h) "Aurum Systems" are all Systems, except for Systems provided by
Customer, used by Aurum to provide Services, including without
limitation any improvements, modifications, or enhancements made by
Aurum to any System and provided to Customer under this Agreement.
(i) "ECI" is the Employment Cost Index for Total Compensation (not
seasonally adjusted), Private Industry Workers, White Collar
Occupations Excluding Sales, June 1989 = 100 as published by
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the Bureau of Labor Statistics of the U.S. Department of Labor. If
the Bureau of Labor Statistics stops publishing the ECI, the parties
will substitute another comparable measure published by a mutually
agreeable source. However, if such change is merely to redefine the
base period for the ECI from 1989 to some other period, the parties
will continue to use the ECI but will, if necessary, convert the two
ECI's being compared to the same basis by multiplying one of them by
the appropriate conversion factor.
(j) "Effective Date" is the date that this Agreement is executed by
Aurum pursuant to Section 9.10.
(k) "Equipment" is all telecommunications lines, modems, and other
equipment, including without limitation terminals, control units,
ports, logical units, and all related data transmission services
required by Aurum for Customer to access the Aurum Systems, transmit
data to Aurum, and receive reports and other output from Aurum.
(l) "Initial Term" is defined in Section 2.1.
(m) "Operational Date" is the later of (i) the Effective Date, or (ii)
the first day of the calendar month in which any Conversion Services
are completed and Customer has the capability to input transactions
or data for processing by Aurum.
(n) "Optional Services" are the Services listed in Schedule B.
(o) "PC Software" means, if applicable, the PC-based software
applications to be utilized by Customer in connection with the
Services, as such software applications are described in Schedule A.
(p) "Renewal Terms" is defined in Section 2.1.
(q) "Service" or "Services" are all of the services to be provided by
Aurum under this Agreement, which include the Basic Services,
Optional Services, Conversion Services, and Additional Services.
(r) "System" or "Systems" are (i) computer programs, including without
limitation software, firmware, application programs, operating
systems, files, and utilities; (ii) supporting documentation for
such computer programs, including without limitation input and
output formats, program listings, narrative descriptions, operating
instructions and procedures, user and training documentation,
special forms, and source code; and (iii) the tangible media upon
which such programs are recorded, including without limitation
chips, tapes, disks, and diskettes.
Other terms are defined elsewhere in this Agreement.
ARTICLE II - TERM
2.1 Term. This Agreement will begin on the Effective Date and, unless
terminated earlier under Section 7.2, 7.3, 7.4, or 9.5, will continue for
a period of five years from the Operational Date (the "Initial
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Term"). Thereafter, this Agreement will automatically renew for successive
terms of five years each (the "Renewal Terms") unless either party gives
the other party written notice at least six months prior to the expiration
date of the Initial Term or the Renewal Term then in effect that the
Agreement will not be renewed beyond such term.
ARTICLE III - AURUM RESPONSIBILITIES
3.1 Services Provided. Aurum or its subcontractors will provide Customer with
the following Services:
(a) Basic Services. Customer's requirements for Basic Services.
(b) Optional Services. The Optional Services that Customer requests and
Aurum agrees to provide.
(c) Conversion Services. On a mutually agreeable schedule Aurum will
provide those services and instructions ("Conversion Services")
reasonably required for Customer to convert to and use the Aurum
Systems. Customer will cooperate in the conversion effort and timely
provide whatever information, data, clerical and office support,
management decisions, approvals, and signoffs that Aurum reasonably
requires. According to a plan to be developed by Customer and Aurum,
Aurum will train a mutually designated group of Customer's personnel
in the proper use of the Aurum Systems to enable such personnel to
train Customer's user personnel in the use of the Aurum Systems.
Customer will cooperate with Aurum in scheduling training in
conjunction with Customer's conversion to the Aurum Systems.
(d) Additional Services. If Customer requests Aurum to perform any
Service which is not a Basic Service, an Optional Service, or a
Conversion Service, then Aurum may provide such service as an
"Additional Service".
3.2 General Terms Relating to Services. Aurum will:
(a) Beginning on the Operational Date, operate the Aurum Systems at the
Data Center, and accept data and other input from Customer. Aurum
will make daily, monthly, and other reports and output, including
specially requested reports, available to Customer at the Data
Center for delivery or transmit them to Customer, subject to
Customer's timely delivery or transmission of data and other input
to the Data Center for processing. Aurum will provide the Services
in accordance with the schedule provided to Customer by Aurum upon
commencement of the Services, which may be updated by Aurum from
time to time. Aurum will not be responsible for the loss of any
input or output during transit.
(b) Provide all Equipment at Customer's expense, including related
shipping, installation, and maintenance charges, and advise Customer
on the compatibility of its Equipment with the Aurum Systems.
Customer may elect, with Aurum's approval, to provide such Equipment
at Customer's expense, subject to charges for Additional Services
required for Aurum Systems access or configuration.
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(c) Provide for Customer's use one copy of Aurum's standard user
documentation and one copy of any revisions describing the
preparation of input for and use of output from the Aurum Systems.
Such documentation will address the reports provided under this
Agreement. Upon Customer's request, Aurum will provide additional
copies of such documentation at Aurum's then standard charges.
(d) Correct any errors in customer files that result in errors in
reports or other output where such errors (i) are due solely to
either malfunctions of Aurum's equipment or the Aurum Systems or
errors of Aurum's operators, programmers, or other personnel, and
(ii) are called to Aurum's attention within the time frames
specified in Section 4.3. Aurum will, to the extent reasonably
practicable, correct any other errors as an Additional Service.
(e) Provide standard Aurum forms for use at the Data Center.
(f) Establish, modify, or substitute from time to time any Equipment,
processing priorities, programs, or procedures used in the operation
of the Aurum Systems or the provision of the Services that Aurum
reasonably deems necessary, and notify Customer of any such changes
that will affect Customer's operations.
3.3 Audits. Aurum will provide auditors and inspectors that Customer
designates in writing with reasonable access to the Data Center for the
limited purpose of performing audits or inspections of Customer's
business. Aurum will provide to such auditors and inspectors reasonable
assistance, and Customer will compensate Aurum for any Additional Services
provided in connection with the audit or inspection. Aurum will not be
required to provide access to data of other Aurum customers.
3.4 Regulatory Compliance. Aurum will endeavor to maintain the Aurum Systems
so that they will not be disapproved by any federal or state regulatory
authority with jurisdiction over Customer's business. If Customer believes
that any modifications to the Aurum Systems are required under any laws,
rules, or regulations, Customer will promptly so inform Aurum. Aurum will
perform any modifications to the Aurum Systems or recommend changes to
operating procedures of Customer that Aurum determines are necessary or
desirable; provided, that if any such changes or modifications result in a
significant increase in Aurum's cost of providing Services, Aurum will be
entitled to increase the charges under this Agreement by an amount that
reflects a pro rata allocation of Aurum's increased cost among the
applicable Aurum customers. New or enhanced Aurum System features,
functions, reports, or other Services that may result from such
modifications or recommendations may be provided as an Additional Service.
Notwithstanding the foregoing, Customer acknowledges that the Aurum
Systems may, from time to time, consist in part of System(s) licensed by
Aurum from third-party vendor(s) and, therefore, Aurum shall have no duty
or responsibility to modify any such third-party System under this
Section, except to the extent that the vendor thereof has such a duty or
responsibility to modify such System pursuant to the applicable license
agreement between Aurum and such vendor.
3.5 Financial Statements and EDP Audit. Upon request, Aurum will provide at no
charge one copy of Aurum's most recent audited financial statements to
Customer. Upon request, Aurum will also provide to Customer one copy of
Aurum's most recent independent Data Center EDP audit at Aurum's then
standard charge for such copy.
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3.6 PC Software. Aurum will either (i) license to Customer or (ii) arrange
with the appropriate third party vendor for a direct license, or a
sublicense through Aurum, to Customer of the PC Software. Customer will
execute any such license or sublicense that may be required by such vendor
and will be responsible for compliance with all terms and conditions
thereof. Such license or sublicense will provide for Customer to have the
use of the PC Software at all times during the term of this Agreement.
ARTICLE IV - CUSTOMER RESPONSIBILITIES
4.1 Maintenance of Equipment. Customer will maintain all Equipment owned or
leased by Customer in good working order in accordance with manufacturer's
specifications.
4.2 Provision of Customized Forms. Unless otherwise agreed in writing,
Customer will provide or pay for all customized forms required by
Customer. These forms will conform to Aurum's reasonable specifications.
Customer will also provide all forms produced or printed at Customer's
premises and required for the performance of Services, or will pay
mutually agreed charges to Aurum for such forms if provided by Aurum at
Customer's request.
4.3 Correction of Reports and Output. Customer will balance reports to verify
master file information and will inspect and review all reports and other
output (whether printed, microfiched or electronically transmitted)
created from data provided by Customer to Aurum. Customer will reject all
incorrect reports or output (i) within two Business Days after receipt of
daily reports or output, (ii) within five Business Days after receipt of
annual, quarterly, or monthly reports or output, and (iii) within three
Business Days after receipt of all other reports or output.
4.4 Provision of Data. Customer will be responsible for the quality and
accuracy of all data and other input provided to Aurum. Aurum may, at its
option, return to Customer for correction before processing any data
submitted by Customer which is incorrect, illegible, or not in proper
form. If Customer does not provide its data to Aurum in accordance with
Aurum's specified format and schedule, Aurum will use reasonable efforts
to reschedule and process the data as promptly as possible. Related
expenses incurred by Aurum will be charged to Customer.
4.5 Use of System, Procedures, etc. Customer will comply with all operating
instructions for the Aurum Systems which are issued by Aurum from time to
time. Except as otherwise provided in this Agreement, Customer will be
responsible for the supervision, management, and control of its use of the
Aurum Systems, including without limitation (i) implementing sufficient
procedures to satisfy its requirements for the security and accuracy of
the data and other input Customer provides, (ii) implementing reasonable
procedures to verify reports and other output from Aurum within the time
frames specified in Section 4.3, and (iii) specifying the methods of
accrual calculation to be used by Aurum in providing the Services from the
options available in the Aurum Systems.
4.6 Customer Systems. Customer will provide, at Customer's expense, the
Customer Systems. Customer will be responsible for any license or
maintenance fees related to providing the Customer Systems for use by
Aurum in connection with the Services. Customer will, at Customer's
expense, ensure that the
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Customer Systems are at all times compatible with the Aurum Systems and
Aurum will have no liability hereunder for any delay or failure to perform
Services which arises as a result of the failure of Customer to maintain
any Customer System so that it is compatible with the Aurum Systems.
4.7 PC Software.
(a) Notwithstanding Section 3.2(b), Customer will, at Customer's
expense, provide and be responsible for all Equipment required for
Customer to use the PC Software ("PC Software Equipment").
(b) Without Aurum's prior written consent, Customer will not (i) install
any System other than the PC Software on the applicable PC Software
Equipment; (ii) sell, assign, lease, transfer, or disclose to any
third party the PC Software, (iii) use the PC Software for the
commercial benefit of any third party; (iv) copy or reproduce the PC
Software; or (v) reverse assemble, reverse compile, or otherwise
recreate the PC Software. Customer may transfer its use of the PC
Software to a backup or replacement system to the PC Software
Equipment on a temporary or permanent basis provided Customer gives
prior written notice to Aurum and discontinues use of the PC
Software on the applicable PC Software Equipment.
ARTICLE V - PAYMENTS TO AURUM
5.1 Service Charges. Customer will pay Aurum for the Services as follows:
(a) For Basic Services, the monthly charges listed in Section 1 of
Schedule C.
(b) For Conversion Services, the applicable conversion charge listed in
Section 3 of Schedule C.
(c) For Optional Services, the monthly charges listed in Section 2 of
Schedule C.
(d) For Additional Services, Aurum's then standard charges for such
Services, or, if Aurum then has no standard charges for such
Services, upon whatever other basis that the parties agree.
5.2 Additional Charges. Customer will also pay Aurum the following, if
applicable:
(a) All costs incurred by Aurum (i) in mailing reports or other output
to Customer, its customers, or third parties, and (ii) in
transporting, shipping, or delivering reports, output, or input
between the Data Center and Customer's locations.
(b) All actual, out-of-pocket costs and expenses, including, without
limitation, travel and travel-related expenses, which are incurred
by Aurum in providing Services when incurred at Customer's request.
(c) Any other charges expressly provided in this Agreement.
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(d) All taxes, however designated or levied, based upon any charges
under this Agreement, or upon this Agreement or the Systems,
Services, or materials provided hereunder, or their use, including
without limitation state and local privilege or excise taxes based
on gross revenue, sales and use taxes, and any taxes or amounts in
lieu thereof paid or payable by Aurum in respect of the foregoing,
exclusive, however, of franchise taxes and taxes based on the net
income of Aurum.
5.3 Time of Payment. All charges under this Agreement will be due and payable
within ten days of invoice date. Any charges not paid within thirty days
of invoice date will bear interest until paid at a rate equal to the
lesser of 1.5% per month or the maximum interest rate allowed by
applicable law. Customer authorizes Aurum to collect charges for Services
through applicable clearing house procedures.
5.4 Annual Adjustment to Charges. No more than once in any twelve month
period, Aurum may, at its option and by giving Customer written notice,
increase the charges for Services by a percentage not to exceed the
percentage by which the ECI as of that time is higher than the ECI as of
(i) for the first adjustment, the earlier of the Effective Date or the
date of the last adjustment previously made pursuant to any immediately
prior agreement, if any, under which Aurum provided the same or similar
Services to Customer, and (ii) thereafter, the previous time that Aurum
adjusted its charges to Customer pursuant to this Section. These increased
charges will remain in effect until Aurum adjusts them again pursuant to
this Section.
ARTICLE VI - SYSTEMS, DATA, AND
CONFIDENTIALITY
6.1 Aurum Systems. All Aurum Systems are and will remain the exclusive
property of Aurum or licensors of such Aurum Systems, as applicable, and,
except as expressly provided in this Agreement, Customer shall have no
ownership interest or other rights in any Aurum System. Customer
acknowledges that the Aurum Systems include Aurum proprietary information
and agrees to keep the Aurum Systems confidential at all times. Upon the
expiration or termination of this Agreement, Customer will return all
copies of all items relating to the Aurum Systems which are in the
possession of Customer and certify to Aurum in writing that Customer has
retained no material relating to the Aurum Systems.
6.2 Customer's Information. Information relating to Customer or its customers
contained in Customer's data files is the exclusive property of Customer
and Aurum will only be the custodian of that information. Aurum agrees to
hold in confidence all proprietary information of Customer and its
customers provided to Aurum in accordance with Section 6.3. However, upon
the request of any appropriate federal or state regulatory authority with
jurisdiction over Customer's business and after Aurum has, when reasonably
possible, notified Customer of such request, Aurum will allow such
authority access to all records and other information of Customer and its
customers in the possession of Aurum and provide as an Additional Service
any related assistance that is required. Promptly after the termination or
expiration of this Agreement and the payment to Aurum of all sums due and
owing, including without limitation any amounts due under Sections 7.6 or
7.7, Aurum will, at Customer's
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request and expense, return to Customer all of Customer's information,
data, and files in Aurum's then standard machine-readable format and
media.
6.3 Confidentiality. Except as otherwise provided in this Agreement, Aurum and
Customer each agree that all information communicated to one by the other
or the other's affiliates, whether before or after the Effective Date,
will be received in strict confidence, will be used only for purposes of
this Agreement, and except for the requirements of Section 6.2 will not be
disclosed by the recipient party, its agents, subcontractors, or employees
without the prior written consent of the other party. Each party agrees to
take all reasonable precautions to prevent the disclosure to outside
parties of such information, including, without limitation, the terms of
this Agreement, except as required by legal, accounting, or regulatory
requirements beyond the reasonable control of the recipient party. If
Customer is required to disclose any proprietary information of Aurum in
accordance with any such legal, accounting, or regulatory requirements,
then Customer will promptly notify Aurum of such requirement and will
cooperate with Aurum (at Aurum's expense) in Aurum's efforts, if any, to
avoid or limit such disclosure (including, without limitation, obtaining
an injunction or an appropriate redaction of the proprietary information
in question). The provisions of this Section will survive the expiration
or termination of this Agreement for any reason.
6.4 Safeguarding Data Integrity. Aurum will maintain internal computer data
integrity safeguards (such as access codes and passwords) to protect
against the accidental or unauthorized deletion or alteration of
Customer's data in the possession of Aurum. Aurum will provide additional
internal computer data integrity safeguards that Customer reasonably
requests as an Additional Service. Aurum will also employ and maintain
controlled access systems in the Data Center.
6.5 Contingency Planning. The parties' will perform the following regarding
contingency planning:
(a) Aurum will develop, maintain and, as necessary in the event of a
disaster, execute a disaster recovery plan (the "Aurum Plan") for
the Data Center and will provide to Customer and its auditors and
inspectors such access to the Aurum Plan as Customer may reasonably
request from time to time. Aurum will not be required to provide
access to information of other Aurum customers.
(b) Customer will develop, maintain and, as necessary in the event of a
disaster, execute a business resumption plan (the "Customer Plan")
for all Customer locations and the telecommunications links between
the Customer locations and the Data Center and will provide to Aurum
such access to the Customer Plan as Aurum may reasonably request
from time to time.
(c) Aurum will provide to Customer such information as may be reasonably
required for Customer to assure that the Customer Plan is compatible
with the Aurum Plan.
(d) Each party will be responsible for the training of its own personnel
as required in connection with all applicable contingency planning
activities.
(e) Each party's contingency planning activities will comply, as
appropriate, with such of the following regulatory policies as may
be applicable to Customer's business, as the same may be amended or
replaced from time to time: (i) Federal Deposit Insurance
Corporation Bank Letter
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BL-22-89 dated July 14, 1989; (ii) Federal Reserve System
Supervision and Regulation Number SR-89-16 dated August 1, 1989; and
(iii) Office of the Comptroller of the Currency Banking Circular
Number BC177 dated July 12, 1989. If compliance with any amendments
or replacements of the policies listed above would significantly
increase Aurum's cost of providing Services, Aurum will be entitled
to increase the charges under this Agreement by an amount that
reflects a pro rata allocation of Aurum's increased cost among the
applicable Aurum customers.
ARTICLE VII - TERMINATION AND
RELATED MATTERS
7.1 Arbitration. Any dispute, controversy, or claim arising out of, connected
with, or relating to this Agreement, or the breach, termination, validity,
or enforceability of any provision of this Agreement, will be resolved by
final and binding arbitration by a panel of three arbitrators in
accordance with and subject to the Commercial Arbitration Rules of the
American Arbitration Association ("AAA") then in effect. Following notice
of a party's election to require arbitration, each party will within
thirty days select one arbitrator, and those two arbitrators will within
thirty days thereafter select a third arbitrator. If the two arbitrators
are unable to agree on a third arbitrator within thirty days, the AAA will
within thirty days thereafter select such third arbitrator. Discovery as
permitted by the Federal Rules of Civil Procedure then in effect will be
allowed in connection with arbitration to the extent consistent with the
purpose of the arbitration and as allowed by the arbitrators. Judgment
upon the award rendered in any arbitration may be entered in any court of
competent jurisdiction, or application may be made to such court for a
judicial acceptance of the award and an enforcement, as the law of the
state having jurisdiction may require or allow. During any arbitration
proceedings, Aurum will continue to provide Services, and Customer will
continue to make payments to Aurum in accordance with this Agreement. The
fact that arbitration is or may be allowed will not impair the exercise of
any termination rights under this Agreement.
7.2 Termination Due to Acquisition. If fifty percent or more of the stock or
assets of Customer are acquired by another person or entity, whether by
merger, reorganization, sale, transfer, or other similar transaction, then
Aurum and Customer will negotiate in good faith the terms and conditions
upon which this Agreement may be modified to accommodate such transaction.
If the parties are unable to agree upon such modification, either party
upon written notice to the other may terminate this Agreement upon the
consummation of such acquisition or on a mutually agreeable date
thereafter.
7.3 Termination for Non-Payment. If Customer defaults in the payment of any
charges or other amounts due under this Agreement and fails to cure such
default within ten days after receiving written notice specifying such
default, then Aurum may, by giving Customer at least thirty days prior
written notice thereof, terminate this Agreement as of a date specified in
such notice.
7.4 Termination for Cause. If either party materially defaults in its
performance under this Agreement, except for non-payment of amounts due to
Aurum, and fails to either substantially cure such default within ninety
days after receiving written notice specifying the default or, for those
defaults which cannot reasonably be cured within ninety days, promptly
commence curing such default and thereafter proceed with all due diligence
to substantially cure the default, then the party not in default may, by
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giving the defaulting party at least thirty days prior written notice
thereof, terminate this Agreement as of a date specified in such notice.
7.5 Termination for Insolvency. If either party becomes or is declared
insolvent or bankrupt, is the subject of any proceedings relating to its
liquidation or insolvency or for the appointment of a receiver,
conservator, or similar officer, or makes an assignment for the benefit of
all or substantially all of its creditors or enters into any agreement for
the composition, extension, or readjustment of all or substantially all of
its obligations, then the other party may, by giving prior written notice
thereof to the non-terminating party, terminate this Agreement as of a
date specified in such notice.
7.6 Payment Upon Termination. The parties acknowledge that upon termination of
this Agreement for any reason, including under Section 7.2, 7.3, 7.4, or
7.5 (but excluding by election by either party not to renew pursuant to
Section 2.1 or termination by Customer pursuant to Section 7.4 or 9.5),
Aurum will incur damages resulting from such termination that will be
difficult or impossible to ascertain. Therefore, prior to such termination
and in addition to all other amounts then due and owing to Aurum, Customer
will pay to Aurum as reasonable liquidated damages an amount equal to the
sum of subsections (a) and (b):
(a) All costs reasonably incurred by Aurum in connection with such
termination, including without limitation telecommunication line
disengagement expenses and costs of terminating leases on or
shipping or storing any Equipment provided to Customer by or through
Aurum under this Agreement, plus a twenty-five percent management
fee on such costs, plus Aurum's charges for any Additional Services
reasonably requested by Customer for deconversion assistance and
Aurum's then standard charges for the resources utilized to prepare
any test or conversion tapes (together, the "Termination Costs").
Aurum may, at its option, invoice Customer for the lesser of (i)
Aurum's good faith estimate of the Termination Costs, or (ii) the
aggregate of the charges payable to Aurum pursuant to Article V for
the two calendar months preceding the month in which notice of
termination is given. If the actual Termination Costs are greater or
less than the amount of Aurum's invoice that is paid by Customer
under the immediately preceding sentence, then Customer will pay
Aurum, or Aurum will refund to Customer, as the case may be, the
difference between the actual Termination Costs and the amount paid.
(b) Fifty percent of the total compensation which would have been paid
or reimbursed to Aurum under this Agreement during the remainder of
its term. The amount of total compensation will be computed by
multiplying the total number of months remaining in the Initial Term
or the Renewal Term then in effect from the effective date of the
termination by the average monthly charge to Customer for Services
under this Agreement during the twelve calendar months immediately
preceding the calendar month in which notice of termination was
given, and multiplying that number by fifty percent. This is
expressed mathematically as follows:
(Number of months remaining in term) x (average monthly charge for
Services during the twelve months preceding notice of termination) x
0.50
If this Agreement has been in effect less than twelve calendar
months prior to the giving of the notice of termination, then the
parties will compute the amount due under this subsection (b) using
the average monthly charge for Services made during such lesser
number of calendar
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months. If termination of this Agreement occurs prior to the
Operational Date, then the parties will compute the amount due under
this subsection (b) assuming that the Operational Date had occurred
when scheduled by Aurum and using the average monthly charges
reasonably estimated to be paid by Customer.
All amounts payable under this Section 7.6 will be invoiced and paid prior
to the effective date of such termination and prior to the release of any
test tapes or other data of Customer.
7.7 Payment Upon Nonrenewal. If Customer gives or receives notice not to renew
this Agreement pursuant to Section 2.1, or Customer terminates this
Agreement under Section 9.5, Customer will pay to Aurum an amount equal to
all amounts then due and payable to Aurum, plus (a) Aurum's charges for
any Additional Services reasonably requested by Customer for deconversion
assistance, (b) Aurum's then standard charges for the resources utilized
to prepare any test or conversion tapes, and (c) all other costs
reasonably incurred by Aurum in connection with such election not to renew
or termination that are described in Section 7.6(a) and that relate to
obligations that Customer approved, which extend beyond the then current
term of this Agreement or earlier termination date under Section 9.5. All
amounts payable under this Section 7.7 will be invoiced and paid prior to
the expiration date and prior to the release of any test tapes or other
data of Customer.
ARTICLE VIII - LIABILITY AND INDEMNITY
8.1 Limitation of Liability. Section 3.2(d) sets forth Customer's exclusive
remedies for errors in reports or other output provided by Aurum under
this Agreement. If Aurum becomes liable to the Customer under this
Agreement for any other reason, whether arising by negligence, willful
misconduct or otherwise, then (a) the damages recoverable against Aurum
for all events, acts, delays, or omissions will not exceed in the
aggregate the compensation payable to Aurum pursuant to Section 5.1 of
this Agreement for the lesser of the months that have elapsed since the
Operational Date or the three months ending with the latest month in which
occurred the events, acts, delays, or omissions for which damages are
claimed, and (b) the measure of damages will not include any amounts for
indirect, consequential, or punitive damages of any party, including third
parties, or damages which could have been avoided had the output provided
by Aurum been verified before use. Customer may not assert any cause of
action against Aurum of which the Customer knew or should have known more
than two years prior to such assertion. In connection with the conduct of
any litigation with third parties relating to any liability of Aurum to
Customer or to such third parties, Aurum will have all rights which are
appropriate to its potential responsibilities or liabilities. Aurum will
have the right to participate in all such litigation and to settle or
compromise its liability to third parties.
8.2 Warranty. Aurum will provide the Services in a professional and
workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 8.2,
AURUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR BY
OPERATION OF LAW OR OTHERWISE, CONTAINED IN OR DERIVED FROM THIS
AGREEMENT, ANY OF THE SCHEDULES ATTACHED HERETO, ANY OTHER DOCUMENTS
REFERENCED HEREIN, OR IN ANY OTHER MATERIALS, PRESENTATIONS OR OTHER
DOCUMENTS OR COMMUNICATIONS WHETHER ORAL OR WRITTEN, INCLUDING
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WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8.3 Force Majeure. Each party will be excused from performance under this
Agreement, except for any payment obligations, for any period and to the
extent that it is prevented from performing, in whole or in part, as a
result of delays caused by the other party or any act of God, war, civil
disturbance, court order, labor dispute, third party nonperformance, or
other cause beyond its reasonable control, including failures,
fluctuations or nonavailability of electrical power, heat, light, air
conditioning, or telecommunications equipment. Such nonperformance will
not be a default or a ground for termination as long as reasonable means
are taken to expeditiously remedy the problem causing such nonperformance.
8.4 Cross Indemnity. Aurum and Customer each will indemnify, defend, and hold
harmless the other from any and all claims, actions, damages, liabilities,
costs, and expenses, including without limitation reasonable attorney's
fees and expenses, arising out of (a) the death or bodily injury of any
agent, employee, customer, or business invitee of the indemnitor, and (b)
the damage, loss, or destruction of any property of the indemnitor.
8.5 Reliance on Instructions. Aurum is entitled to rely upon and act in
accordance with any instructions, guidelines or information provided to
Aurum by Customer, which are given by persons having actual or apparent
authority to provide such instructions, guidelines, or information, and
will incur no liability in doing so. Customer will indemnify, defend, and
hold harmless Aurum from any and all claims, actions, damages,
liabilities, costs, and expenses, including without limitation reasonable
attorneys' fees and expenses, arising out of or resulting from Aurum
acting in accordance with this Agreement.
ARTICLE IX - MISCELLANEOUS
9.1 Binding Nature and Assignment. This Agreement will be binding on the
parties and their respective successors and assigns. Neither party may
assign this Agreement unless it obtains the prior written consent of the
other party (except that Aurum will have the right to perform the Services
itself and through various of its indirect, wholly-owned, United
States-based subsidiaries and to subcontract to unaffiliated third parties
portions of the Services, so long as Aurum remains responsible for the
obligations performed by any of its subsidiaries and subcontractors to the
same extent as if such obligations were performed by Aurum employees),
which consent will not be unreasonably withheld. The following
transactions relating to either party will not require approval of the
other party under this Section: any merger (including without limitation a
reincorporation merger), consolidation, reorganization, stock exchange,
sale of stock or substantially all of the assets, or other similar or
related transaction in which such party is the surviving entity or, if
such party is not the surviving entity, the surviving entity continues to
conduct the business conducted by such party prior to consummation of the
transaction.
9.2 Hiring of Employees. During the term of this Agreement and for a period of
twelve months thereafter, neither party will, without the prior written
consent of the other, offer employment to or
12
employ any person employed then or within the preceding twelve months by
the other party, if the person was involved in providing or receiving
Services.
9.3 Notices. Any notice under this Agreement will be deemed to be given when
(i) delivered by hand or when mailed by registered United States mail,
return receipt requested, and (ii) addressed to the recipient party at its
address set forth in the first paragraph of this Agreement and to the
attention of its President, in the case of Customer, or to the attention
of President of Premier Group, in the case of Aurum. Either party may from
time to time change its address for notification purposes, by giving the
other prior written notice of the new address and the date upon which it
will become effective.
9.4 Relationship of Parties. Aurum, in providing Services, is acting as an
independent contractor and does not undertake by this Agreement or
otherwise to perform any regulatory or contractual obligation of the
Customer. Aurum has the sole right and obligation to supervise, manage,
contract, direct, procure, perform, or cause to be performed all work to
be performed by Aurum under this Agreement.
9.5 Modification. Aurum may from time to time modify any of the provisions of
this Agreement to be effective at any time on or after the expiration of
the Initial Term by giving Customer at least six months prior written
notice describing the modification and the date upon which it will be
effective (the "Modification Date"). If Aurum gives Customer notice of a
modification pursuant to this Section, Customer may, by giving Aurum
written notice at least three months prior to the Modification Date,
terminate this Agreement as of such Modification Date or at a specified
later date. Unless Customer provides such notice, the modification will be
effective for any period after the Modification Date.
9.6 Waiver. A waiver by either of the parties of any of the covenants,
conditions, or agreements to be performed by the other or any breach
thereof will not be construed to be a waiver of any succeeding breach or
of any other covenant, condition, or agreement contained in this
Agreement.
9.7 Media Releases. All media releases, public announcements, and public
disclosures by Customer or Customer's employees or agents relating to this
Agreement or the subject matter of this Agreement, including without
limitation promotional or marketing material, but excluding any
announcement intended solely for internal distribution by Customer or any
disclosure required by legal, accounting, or regulatory requirements
beyond the reasonable control of Customer, will be coordinated with and
approved by Aurum prior to release.
9.8 Entire Agreement. This Agreement and all attached Schedules constitute the
entire agreement between Aurum and Customer with respect to the subject
matter of this Agreement. There are no understandings or agreements
relative to this Agreement which are not fully expressed herein and no
change, waiver, or discharge of this Agreement will be valid unless in
writing and executed by the party against whom such change, waiver, or
discharge is sought to be enforced. This Agreement may be amended only by
an amendment in writing, signed by the parties.
9.9 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Texas.
13
9.10 Execution of Agreement. Three original copies of this Agreement will be
executed and submitted to Aurum by Customer. This Agreement will become
effective when Aurum executes this Agreement. Aurum will return one of the
executed copies to Customer. By executing this Agreement, Customer
represents and warrants that (a) this Agreement has been duly authorized;
(b) such execution does not, and will not, cause a breach by Customer of
any other contract, agreement, or understanding to which Customer is a
party; and (c) this Agreement constitutes a valid, fully enforceable, and
legally binding obligation of Customer. Customer will maintain this
Agreement as an official record of Customer continuously from the time of
its execution.
IN WITNESS WHEREOF, Customer and Aurum have caused this Agreement to
be signed and delivered by its duly authorized representative.
COMMUNITY BANK OF NEVADA AURUM TECHNOLOGY INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxx Xxx
------------------------------- -----------------------------
Printed Printed
Name: Xxxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Executive Vice President Title: President, Premier Division
Date: 11/9/01 Date: 11/15/2001
14
SCHEDULE A
BASIC SERVICES
I. Data Processing Services
Effective on the Operational Date (as determined in accordance with the
Agreement), Aurum shall provide the following Basic Services for Customer
in a service bureau environment:
(a) Base System
Effective on the Operational Date, the following host-based
application processing modules (the "Base System") will be on-line
and available for Customer access from Customer's terminals as set
forth in this Section I. (a) and Section II. 2 of this Schedule A.
Product Product
Product Name Vendor Code Number
------------ ------- ------- -------
Central Information File ITI CIS 101-000
Demand Deposit Accounting System ITI DDA 102-000
Savings Accounting System ITI SAV 103-000
Certificate of Deposit Accounting System ITI COD 104-000
Loan Accounting System ITI LAS 105-000
General Ledger Accounting System ITI FMS 151-000
Item Entry System ITI IES 106-000
Express Exception Item System ITI EIM 102-103
ATM File Transfer Module ITI AFT 220-000
Data Communications File Transfer Module ITI DFT 221-000
Online Teller Terminal Module ITI TTM 107-000
TTM Interface to EZ Teller ITI TTMZ 107-136
Paperless Item Module (ACH) ITI PIM 380-000
Platform Transfer Module ITI PTM 101-100
PTM Interactive Deposit Interface - Xxxxxxx* ITI PMCD 101-105
PTM Batch Loan Interface - Rembrandt* ITI PMCB 101-101
Fixed Assets System ITI FAS 400-000
Accounts Payable System ITI APS 702-000
Automated Credit Reporting Module ITI CRM 105-101
Retirement Account Reporting System ITI RRM 103-101
Check Reconciliation System ITI CRS 350-000
TeleBanc - Telephone Banking Module ITI TBM 370-000
Bulk Filing Module ITI BFM 108-101
Security Control Module ITI SCM 500-104
Signature Management Module ITI SSM 107-116
Delinquent Child Support Module - All Accounts ITI DCSA 101-5xx
Federal Call Reporting Module ITI FCR 391-001
Holding Company Module ITI HCM 151-101
Stockholder Accounting Module ITI SHS 310-000
Asset Liability Management System ITI ALM 152-101
Premier II Graphical User Interface ITI
Output Management System Aurum
*See Schedule D for full description
(b) On-Line Host Availability
On-line Systems will be available for use from 7:00 a.m. until 6:30
p.m. (Pacific Time), each Monday through Friday that is a Business
Day. The Aurum System will be updated each Business Day.
(c) Extended Host Availability
The Aurum System will also be available for use from 9:00 a.m. until
2:00 p.m. (Pacific Time) each Saturday that is not a holiday. The
Aurum System will not be updated on non-Business Days. Aurum may,
with not less than two weeks prior written notice to Customer,
conduct System maintenance, hardware
A-1
SCHEDULE A
BASIC SERVICES
and/or software upgrades, and/or other System functions that may
require that the Aurum System not be available to Customer during
the period of Extended Host Availability.
(d) Holiday Schedule
Aurum's Data Center will observe all Federal Reserve Bank holidays:
New Year's Day, President's Day, Xxxxxx Xxxxxx Xxxx Xx. Birthday,
Memorial Day, Independence Day, Labor Day, Veteran's Day,
Thanksgiving Day, and Christmas Day as holidays. On-line service and
System updates will not be available to Customer on those days,
except as mutually agreed upon in advance and for a fee to be agreed
upon in advance.
(e) Reports and Report Distribution
Daily on-line reports available via OMS downloads at 8:00 a.m.
(Pacific Time) on Business Days. Monthly and Quarterly on-line
reports available via OMS downloads on the first business day
following the first weekend after the end of the month.
Annual on-line reports available via OMS downloads will be provided
in the Aurum end of year package.
(f) Customer Service Telephone Support
Monday - Friday Business Days 7:00a.m. - 5:00p.m.(Pacific Time)
(g) Relationship Manager Support
An Aurum Relationship Manager will be available on-site at
Customer's location upon Customer initiated request for scheduled
meetings at a frequency of once every month. Additional Relationship
Manager visits other than once every month may be provided as an
Additional Service. All travel and out of pocket costs are to be
rebilled and where applicable, will be equally divided on a pro-rata
basis between the other Las Vegas based financial institutions
visited on that respective trip.
(h) Third Party Review
One copy per year at no charge
(i) Forms Printing
Audit Confirmations
Year-end Notices
(j) Data Communications Support
Monitor data communication line between Customer and Aurum
(k) Data Transmission
Magnetic Tapes - receipt and origination
Transmissions - receipt and origination
(l) PC Software
Product Name Vendor
------------ ------
PC-based portion of Output Management Aurum
System (OMS)
(m) SMART Reports/Downloads
Basic Services include 20 SMART reports/downloads a month. One SMART
report/download is defined as an individual ad-hoc report or
download that is defined on-line by Customer on the Aurum System
from Customer's terminal. Said report/download will be processed
during the nightly update, or following the nightly update, and be
distributed to Customer with Customer's other reports or downloads.
Each time said report/download is created for Customer's use shall
constitute one (1) such report.
A-2
SCHEDULE A
BASIC SERVICES
II. Item Processing Services
All Item Processing Services shall be performed pursuant to Customer's
reasonable specifications, subject to the capabilities of Aurum's hardware
and software utilized to deliver said Item Processing Services.
1. Definitions
The following definitions apply to the Basic Services described in this
Schedule A and are provided as a supplement to definitions included in the
Agreement:
(a) "Account" or "Account Record" is an end-customer account
(including, without limitation, any open or closed
DDA/checking account, savings account, certificate of deposit
account, or loan account) that is maintained on the Aurum
System during the applicable month.
(b) "Change Disposition" shall mean changes to instructions
regarding disposition of any Item by Customer after the 14:00
Return Item deadline and prior to 16:00 on any Business Day.
Aurum will pay or return said Item in accordance with
Customer's instructions.
(c) "Crippled Statement" shall mean an end-customer statement
whose number of Items to be enclosed is greater than or less
than the enclosure count for that statement.
(d) "Customer's Data Processing Services Provider" is the customer
itself or vendor appointed by Customer to perform Customer's
core data processing services.
(e) "Exception Item" shall mean an Item, the automated processing
of which is interrupted because of a condition defined by
Customer, such definitions which may be changed from time to
time.
(f) "Exception Item File" shall mean the file of Exception Items
that Customer's Data Processing Services Provider or
Customer's end customer creates and transmits to Aurum.
(g) "Full Field Encoding Item" shall mean any Item that requires a
field or fields to be MICR encoded other than the amount
field.
(h) "Inclearing Item" shall mean a Customer Item that Aurum
receives from the Federal Reserve Bank or other financial
institution with an incoming cash letter for the purpose of
performing Item Processing Services.
(i) "Item Image" is a digitized black and white image of the front
and back of each Item.
(j) "Item Posting File" shall mean a file that Aurum creates from
captured Items for transmission to Customer's Data Processing
Services Provider.
(k) "Item Processing Services" are the Services described in
Schedule A and are also referred to herein as "Basic
Services".
(l) "MICR" is the magnetic ink character recognition information
that is encoded on Items for processing.
(m) "MICR Rejects" shall mean Items captured during prime pass
that are rejected due to the inability to properly interpret
the MICR encoding. The inability to interpret the MICR
encoding may be caused by a variety of reasons, including but
not limited to: (a) poor MICR encoding; (b) missing MICR
encoding; (c) physical document damage. Aurum will
electronically repair the MICR Rejects.
A-3
SCHEDULE A
BASIC SERVICES
(n) "On-Us Item" shall mean an Item that is drawn on the Customer
or Customer's end-customer.
(o) "Original Item Retrieval" shall mean occasionally removing
Items from the check vault upon Customer's request.
(p) "Over-the-Counter" shall mean Items submitted by Customer
branch offices, departments, or Customer's end-customers for
the purpose of performing Item Processing Services.
(q) "Posting Reversals" shall mean the monetary reversal of posted
Items.
(r) "Pre-encoded Item" shall mean an Item received by Aurum that
has required MICR line fields encoded, which Aurum will
capture.
(s) "Return Item" shall mean an Item that Customer instructs Aurum
to return. Customer will provide Aurum with a reason for the
return of Return Items.
(t) "Serial Fine Sort" shall mean the sorting of check Items into
account and check number order.
(u) "Special Programming" shall mean the provision of programming
resources to support Customer's request for new or modified
products or services.
(v) "Statement Cycle Change" shall mean a change to the numerical
value of the statement cycle assigned to each Account within
the Customer's Deposit System.
(w) "Statement Cycle Date" shall mean the ending cycle date
printed on end-customer's Account statement.
(x) "Statement Rendering" shall mean the insertion of an
end-customer statement and required Items and inserts into an
envelope, sealing the envelope and affixing the appropriate
postage in preparation for mailing to the end-customer.
(y) "Transit Item" is an encoded or unencoded Item drawn on
another financial institution that Aurum will capture for the
purpose of creating an outgoing cash letter.
(z) "Unencoded Item" shall mean a document received by Aurum where
the dollar amount is not encoded.
2. Item Processing Services
Aurum shall provide the following Basic Services to Customer:
(a) INCLEARING SERVICES
(i) Inclearing Item Capture
Aurum will receive Customer's Inclearing cash letter from the
Federal Reserve Bank or other financial institution and
balance the Items to the cash letter amount. Aurum will
digitize and capture black and white images of the front and
back of each Item, endorse each item and assign a sequential
trace number, which becomes a part of the Inclearing
transaction. Items rejected from the capture will be corrected
and re-entered. When all Inclearing Items are captured and
balanced an Item Posting File containing all Inclearing Items
will be created for transmission and memo posting to
Customer's Data Processing Services Provider. When required,
Aurum will capture and outsort Inclearing Items creating cash
letters for financial institutions who are end-customers of
Customer or end-customers who utilize payable through draft
processing.
A-4
SCHEDULE A
BASIC SERVICES
(ii) Inclearing Item Posting File Transmission
Aurum will complete the transmission of an Item Posting File
containing all Inclearing Items to Customer's Data Processing
Services Provider no later than 17:30 on Monday and 18:00 on
Tuesday through Friday. Memo posting of Inclearings Item
Posting File will be completed 2 hours after receipt of
Inclearings Item Posting File from the Federal Reserve Bank.
(iii) Incoming Cash Letter Balancing
The daily incoming cash letter will be reconciled to the
dollar amount charged by the Federal Reserve Bank or other
financial institution. All cash letter differences, missing
items, extra items, etc., will be reconciled and the proper
balancing reports and/or entries will be prepared.
Aurum will prepare Customer provided adjustment entries for
all differences greater than $2.00. The adjusting entry will
be image captured and inserted into the entry run.
For differences of $2.00 or less the adjusting debit or credit
entry will be processed to the Customer's designated general
ledger account. A Customer provided adjustment entry will not
be prepared for this difference. In such instances, Aurum will
provide source of receipt to Customer.
All errors detected during the incoming cash letter process
are to be adjusted the same Business Day. Aurum will notify
Customer of all same day settlement adjustments prior to 14:00
on the Business Day of presentment. Aurum will provide
Customer with copies of all adjusting entries that are
prepared and the supporting documentation substantiating the
adjustment. This documentation will be packaged and made
available for pickup by Customer or Customer's courier prior
to 15:00 the Business Day of presentment.
(b) EXCEPTION ITEM PROCESSING
(i) Exception Item File Transmission
By 04:30 the morning of each Tuesday, 03:30 the morning of
each Wednesday through Friday, 06:30 on Saturday and 05:30 on
Business Days following Customer holidays, the transmission of
Customer's complete Account Exception Item File from
Customer's Data Processing Services Provider to Aurum will be
completed.
(ii) Cycle Sort/Exception Item Pull
Aurum will make images of Exception Items available for
Customer review and extraction by 07:00 each day Monday
through Saturday and Exception Items available for pickup by
Customer or Customer's courier by 07:30 on Monday and
Wednesday through Friday, 09:30 on Tuesday and 10:30 the
Business Day following a holiday.
A-5
SCHEDULE A
BASIC SERVICES
(iii) Outgoing Return Item Processing
Items designated by the Customer as Return Items will be
returned by Aurum to the Federal Reserve Bank the same
Business Day; provided Customer has met the applicable Aurum
Return Item deadline. Items to be returned by Aurum will be
marked in accordance with Federal Reserve regulations.
After Customer has reviewed its exception item reports and
made the necessary pay/no-pay decisions, Customer's Data
Processing Services Provider will complete transmission of a
file in a format mutually agreed to by the parties containing
all Return Item requests with reason for return by 14:00 each
Business Day for Items captured the previous Business Day.
Aurum will out sort, balance to Customer provided control
total and properly stamp each Item to be returned with the
Customer's designated reason, and prepare the Return Item cash
letter to be picked up by the Customer or Customer's courier
for delivery to the Federal Reserve Bank by 22:00 each
Business Day. Such Items to be returned will be contained in a
file transmitted by Customer's Data Processing Service
Provider. One cash letter copy is to be retained by Aurum and
one copy will be forwarded to Customer.
Aurum will qualify each Return Item in accordance with
Regulation "CC" specifications; provided that the applicable
Return Item deadline has been met by Customer.
(iv) Large Item Notification
Upon at least ten (10) days prior written notice from
Customer, Aurum will begin to notify the financial institution
of first deposit of all dishonored checks for $2,500.00 or
more, or other amount to remain in compliance with Regulation
CC and any other applicable federal laws and regulations. By
23:59 of each Business Day, Aurum will have completed
transmission of large item notifications for those items
requiring them that were presented the previous Business Day.
By 08:00 of the Business Day following dispatch of the return
item cash letter and transmission of the large item
notification, Aurum will make a report of all large item
notices processed on the previous Business Day available for
pickup by Customer or Customer's courier.
(v) Change Disposition
Aurum will pay or return Change Disposition Items in
accordance with Customer's instructions.
(c) OVER-THE-COUNTER ITEM PROCESSING
(i) Over-the-Counter Item Processing
Aurum will receive unencoded and pre-encoded proof work
processed at Customer's and Customer's end customer locations
in accordance with mutually agreed upon delivery time. Aurum
will proof each transaction and encode the dollar amount of
each unencoded Transit Item and Customer defined on-us Items.
Proof corrections detected by Aurum will be available for
pickup by Customer or Customer's courier by 07:00 the Business
Day following the day of presentment.
Teller balancing tapes and tapes accompanying deposits will be
included in the daily work sent to Aurum by Customer, and
Aurum will make said balancing tapes and item processing
Exception Items such as debits or credit Items without offsets
or Items from unbalanced transactions remaining at the end of
each Business Day's processing available for pickup by
Customer or Customer's courier by 07:00 the Business Day
following the day of presentment.
All Unencoded Items delivered to Aurum by the required
delivery deadline will be processed to meet Customer's
outgoing correspondent cash letter deadline; provided,
however, that Aurum shall have at least three (3) hours to
process unencoded work and three (3) hours to process
pre-encoded work. Aurum will make best reasonable efforts to
handle Customer's work received after the required deadline.
A-6
SCHEDULE A
BASIC SERVICES
(ii) Proof Corrections
Aurum will prepare proof corrections to Customer's end-customer on
electronic forms for reasons including but not limited to:
a) Error(s) found in addition or subtraction
b) Check Item was listed for the wrong amount
c) Tape total was listed incorrectly
d) Check Item listed was not enclosed
e) Check item enclosed, not listed
f) Cash not included in deposit total
g) Tape total not listed in deposit
h) Collections not included in deposit
i) Non-Negotiable Item in deposit
j) Items drawn on foreign institutions
Aurum will prepare proof corrections to Customer's designated
general ledger account on electronic forms for reasons including but
not limited to:
a) Cash ticket missing
b) Cash ticket for wrong amount
c) Wrong cash ticket used
d) Currency included in work
e) Cashed check Item missing
f) Cashed check Item enclosed was not listed
g) Cashed check Item for wrong amount
h) Other miscellaneous correction
i) Items drawn on foreign institutions
Any debit or credit deposit adjustment of $2.00 or less (said dollar
amount may reasonably be adjusted over time, based on Customer
requirements) will be charged to a sundry general ledger account, to
be identified by Customer using a system generated electronic entry.
Any debit or credit deposit adjustment of more than $2.00 (said
dollar amount may reasonably be adjusted over time, based on current
industry standard practices) will be charged to Customer's
end-customer or Customer's designated general ledger account using
electronic forms. All errors detected during the Over-the-Counter
process are to be adjusted the same day.
Copies of adjustments will be distributed as follows:
- Original will be processed with the proof transactions; and
- Offsetting side of the entry will be sent to the Customer
for processing.
(iii) Aurum Amount Recognition
Aurum will electronically pass all captured Unencoded Items through
Aurum amount recognition (AAR) software for the purpose of
interpreting the courtesy amount.
(iv) Image Base Key Entry
Aurum will complete the electronic dollar amount information record
from the MICR line for those items not recognize by AAR software.
(v) Power Encode
Aurum will process items through a transport that automatically
encodes MICR data onto a percentage of the items without an operator
keying each item.
A-7
SCHEDULE A
BASIC SERVICES
(vi) Over-the-Counter Capture
Aurum will digitize and capture the black and white images of the
front and back of each Over-the-Counter Item, endorse each Item and
assign a batch and sequence number to each Item.
(vii) Pre-encoded Item Capture
Aurum will digitize and capture the black and white images of the
front and back of each Pre-encoded Item, endorse each Item and
assign a batch and sequence number to each Item.
(viii) Image Reject Re-entry
Aurum will complete or correct the electronic information record
from the MICR line.
(ix) Over-the-Counter Item Posting File Transmission
Aurum will complete the transmission of an Item Posting File
containing all Over-the-Counter Items to Customer's Data Processing
Services Provider no later than 23:00 on Monday through Thursday,
24:00 on Friday and 24:00 on Business Days following Customer
holidays.
(x) Cash Letters
Outgoing cash letters will be prepared in accordance with Customer's
cash letter requirements, which may change from time to time. As an
Additional Service, Items for cash letter endpoints greater than
twelve (12) will be re-passed and prepared in accordance with
Customer's cash letter requirements, which may change from time to
time.
(d) ITEM STORAGE, ARCHIVE AND ACCESS
(i) Warehousing and Bulk File
Aurum will store Items by cycle and date according to Customer's
statement cycle definitions in a secure environment.
(ii) Conventional Statement Fine Sort
At cycle time the cycled Items scheduled for return to Customer's
end-customer will be fine sorted by account number in preparation
for statement rendition. Rejects from the fine sort process will be
manually filed.
(iii) Daily Item Fine Sort
On a daily basis Aurum will fine sort internal Customer documents,
including but not limited to: loan Items, general ledger Items and
savings Items into amount or Account number order. Daily fine sorted
Items from the will be available for pickup by Customer or
Customer's courier by 08:30 the Business Day following the day of
presentment.
(iv) Original Item Storage
Aurum will retain in a secure environment the Items not returned in
Customer's end-customer statements in their original media for one
(1) calendar month and then return the Items to the Customer or make
the Items available for pickup by the Customer or a Customer
designated agent.
A-8
SCHEDULE A
BASIC SERVICES
(v) Image Item Storage and Archive
Aurum will retain the Item Images on redundant arrays of independent
disk (RAID) storage for ninety (90) Calendar Days. Prior to the
expiration of the ninety (90) day RAID storage period, Aurum will
transfer the Item Images to optical disk, DVD-ROMs, CD-ROM(s) or
comparable storage media for near-line storage in a jukebox provided
by Customer as per Aurum specifications that will be maintained by
Customer at Customer's expense for retention at Customer's
location(s). Aurum will also create a duplicate copy of each optical
disk, DVD-ROM, CD-ROM or comparable media for Customer's off-site
storage.
(vi) Image Workstation Access and Retrieval
Aurum will grant a license to Customer to use the applicable
computer software, under which license Customer may use such
applicable computer software to retrieve Item Images by utilizing
Customer's equipment and telecommunications circuitry to access the
RAID V located at the Aurum Data Center and optical disk, DVD-ROMs,
CD-ROMs or comparable storage media located at Customer's
location(s). Included in the Basic Services, Aurum will provide
access to Item Images for five (5) concurrent Customer sessions with
access software, which may be installed on up to twenty-five (25)
Customer workstations.
(e) STATEMENT PRINTING, RENDITION AND MAILING
(i) Conventional Statement Printing
Aurum will receive one or more conventional statement print files in
a format mutually agreed to by the parties from Customer's Data
Processing Service Provider by 04:00 on the first Business Day
following the Statement Cycle Date. Customer's Data Processing
Service Provider will provide Aurum with one or more segregated
print files for end-customer statements in a format mutually agreed
to by the parties targeting the following segregation categories:
(a) with Item enclosures less than fifty-four (54), (b) with Item
enclosures fifty-four (54) or greater; (c) zero Item enclosure; and
(d) special request statements. Aurum will print end-customer
statements in simplex or duplex mode as is mutually agreed to by
Customer and Aurum. The print quality will be consistent with that
required by automated ZIP code sorting equipment and acceptable to
Customer, Aurum and Customer's ZIP code sort vendor.
(ii) Conventional Statement Rendering - Automated Handling
Aurum will match the boxes of sorted checks with the printed
statements. Each box of checks is inspected to ensure that the first
check's account number matches the first statement's account number
and that the last check's account number matches the last
statement's account number. For statements with less than fifty-four
(54) Item enclosures, Aurum will use an insertion machine to read
the intelligent insertion marks or bar code imprinted on the
statement and match this count against the number of Items and
printed pages presented. If the counts match, the machine inserts
the Items, statement and any inserts into a Customer provided
standard window envelope that is of a quality consistent with that
required by automated Statement Rendering equipment and acceptable
to Customer and Aurum, seals the envelope and applies the proper
pre-sort first class postage so that the envelope can be released to
the ZIP code sort vendor.
Statements fifty-four (54) or more Items are non-machineable and are
rendered manually by Aurum. Aurum will review fine sort reject Items
and where possible resolve Item count discrepancies prior to
categorizing a statement as a Crippled Statement. If any Item count
discrepancy cannot be resolved, Aurum will follow Customer's written
instructions for statement handling; such instructions to be
mutually agreed to in advance for statement handling.
A-9
SCHEDULE A
BASIC SERVICES
(iii) Conventional Statement Rendering - Manual Handling
Aurum will manually render conventional statements that do not
qualify for automated rendering due to excessive physical page count
(greater than nine (9)) or excessive Item count (fifty-four (54) or
more)) will count all Items and match this count against the number
of enclosures indicated on the statement. If the count matches,
Aurum will insert the statement, Items and any inserts into a
Customer provided envelope that is acceptable to Customer and Aurum,
seal the envelope, and release the envelope to the ZIP code sort
vendor.
Aurum will review fine sort reject Items and where possible resolve
Item count discrepancies prior to categorizing a statement as a
Crippled Statement. If any Item count discrepancy cannot be
resolved, Aurum will follow Customer's written instructions for
statement handling; such instructions to be mutually agreed to in
advance for statement handling. Aurum will process as exceptions any
statements that are not to be mailed to the end-customer via
pre-sort first class mail. These exception statements will be
identified by unique intelligent insertion marks or bar code, which
will be mutually agreed upon by Aurum and Customer. From information
printed on the statement or provided separately by Customer, Aurum
will forward the statement to the appropriate location as
designated.
(iv) Conventional Account Statement Rendering - Crippled
Aurum will process as exceptions and make available for pickup by
Customer or Customer's courier by 07:00 of the Business Day
following determination of the Crippled Statement condition all
Crippled Statements.
(v) Conventional Account Statement Rendering - No Item Enclosures
Aurum will use an insertion machine to read the intelligent
insertion marks or bar code imprinted on the statement, fold the
correct number of pages, insert the statement and inserts into a
Customer provided standard window envelope that is of a quality
consistent with that required by automated Statement Rendering
equipment and acceptable to Customer and Aurum, seal the envelope,
and the envelopes are released to the ZIP code sort vendor.
(vi) Conventional Serial Fine Sort
Aurum will Serial Fine Sort Items for accounts designated by
Customer. Accounts requiring Serial Fine Sort will be maintained in
a separate statement cycle on the Customer's core data processing
system or designated as Serial Fine Sort accounts in a manner that
is acceptable to Customer and Aurum.
(vii) Image Archive Statement Merge
By 06:00 on the second Business Day following the Statement Cycle
Date when Aurum receives an image statement print file from
Customer's Data Processing Services Provider, Aurum will also
receive an image match file in a format mutually agreed to by the
parties. This file will facilitate merging Item Images with image
statement text in preparation for image statement printing and image
statement rendering.
A-10
SCHEDULE A
BASIC SERVICES
(viii) Image Statement Printing
Aurum will receive an image statement print file in a format
mutually agreed to by the parties from Customer's Data Processing
Service Provider by 06:00 on the second Business Day following the
Statement Cycle Date. After the image archive statement merge
process, Aurum will print image statement text and Item images in
simplex or duplex mode, as is mutually agreed to by Customer and
Aurum, in preparation for image statement rendering. The print
quality will be consistent with that required by automated ZIP code
sorting equipment and acceptable to Customer, Aurum and Customer's
ZIP code sort vendor.
(ix) End-Customer CD-ROM Statement
Aurum will retrieve check images from the Aurum-controlled online
archive; merging those check images with the corresponding periodic
statement text; and write that data, along with end-customer
licensed viewing software, to a CD-ROM for delivery to and use by
the end-customer.
(x) Image Statement Rendering - Automated Handling
Aurum will use an insertion machine to read the intelligent
insertion marks or bar code imprinted on the statement, fold the
correct number of pages, insert the statement and inserts into a
Customer provided standard window envelope that is of a quality
consistent with that required by automated Statement Rendering
equipment and acceptable to Customer and Aurum, seal the envelope
and the envelopes are released to the ZIP code sort vendor.
(xi) Image Statement Rendering - Manual Handling
Aurum will manually render image statements that do not qualify for
automated rendering due to excessive physical page count (greater
than nine (9)). Aurum will insert the statement and any inserts into
a Customer provided envelope that is acceptable to Customer and
Aurum, seal the envelope and release the envelope to the ZIP code
sort vendor.
Aurum will process as exceptions any statements that are not to be
mailed to the end-customer via pre-sort first class mail. These
exception statements will be identified by unique intelligent
insertion marks or bar code, which will be mutually agreed upon by
Aurum and Customer. From information printed on the statement or
provided separately by Customer, Aurum will forward the statement to
the appropriate location as designated.
(xii) Image Statement CD-ROM Rendering - Manual Handling
Aurum will manually render image statement CD-ROM's. Aurum will
insert the CDD-ROM and any inserts into a Customer provided envelope
that is acceptable to Customer and Aurum, seal the envelope, and
release the envelope to the ZIP code sort vendor.
Aurum will process as exceptions any statement CD-ROM's that are not
to be mailed to the end-customer via pre-sort first class mail.
These exception statement CD-ROM's will be identified in a manner
that is mutually agreed upon by Aurum and Customer. From information
provided by Customer, Aurum will forward the statement to the
appropriate location as designated.
A-11
SCHEDULE A
BASIC SERVICES
(xiii) Statement Inserts
Aurum will insert up to four (4) statement inserts into Customer
statements. The statement inserts will be of a size, format and
quality that is consistent with that required by automated Statement
Rendering equipment and acceptable to Customer and Aurum. The
proposed statement inserts will be submitted to Aurum at least ten
(10) Business Days in advance of the Statement Cycle Date.
(f) OTHER SERVICES
(i) Research
Aurum will provide Customer with assistance to resolve
out-of-balance conditions particular to inbound or outbound
check processing operations.
(ii) Original Item Retrieval
At Customer's request, Aurum will retrieve Items from the
check vault.
(iii) Item Posting File Transmission Contingency
In the event that Aurum is unable to successfully transmit any
Item Posting File to Customer Aurum will burn a CD-ROM or DVD
containing the data and make it available for pickup by
Customer or Customer's courier, or, arrange for courier
delivery to Customer's Data Processing Services Provider.
(iv) Image Processing System Reports
Aurum will write image system daily reports to an electronic
file in an ASCII format each Business Day and make the file
available for pickup by Customer using an TCP/IP transfer
utility prior to 07:30 the following Business Day.
(g) MISCELLANEOUS
(i) Programming Support
Aurum will provide Special Programming at Customer's request for new
or modified products or services at the rate quoted in Schedule C of
this Agreement.
(ii) On-site Consulting
Aurum will provide item processing consulting services at Customer's
request for new or modified products or services at the rate quoted
in Schedule C of this Agreement.
(iii) Courier Services
Aurum will manage the courier that is responsible for transportation
of Inclearing Items from the Federal Reserve Bank to the Aurum
Image Operations Center and the courier that is responsible for
transportation of Transit Items to the Federal Reserve Bank or other
upstream correspondent banks. Customer will be responsible for the
selection of the courier services provider and all courier and
transportation related expenses.
A-12
SCHEDULE B
OPTIONAL SERVICES
I. Description of Optional Services
If desired, effective no sooner than ninety (90) days after the
Operational Date, the following host-based application processing modules
or services ("Optional Services") will be available for an additional
charge, for on-line customer access from Customer terminals. Optional
Services charges are listed in Schedule C, Section II. It is the
Customer's responsibility to review the ITI documentation, utilize outside
resources such as consultants, input module specifications and train
end-users for Optional Services. The Conversion Services listed in
Schedule C, Section III are not intended to include these Optional
Services.
Product Product
Optional Systems/Modules Vendor Code
------------------------ ------- -------
Director ITI PDSH
Invision RTI INVSN
Prime ITI PRI
Premier eCom ITI PBM
Premier eCorp ITI PEC
Telebanc - Telephone Banking Module ITI TBM
Xxxx Payment Module ITI BPM
Optional Services/Miscellaneous:
ACH Origination
Annual Account Audit Review Report
ATM Services
Audit Confirmation Generation
Clerical Time/Research
Cumulative FMS Reporting
Custom Reports, SMART Reports
Host LAN Connect/TCP/IP
IRS Reporting
Parameter/Specification Changes
Programming Changes
Year-end Reporting
B-1
SCHEDULE C
SERVICE CHARGES
I. Basic Services.
(a) Data Processing Services
(i) Base Systems. The monthly service fee for Basic Services
provided using the Systems listed in Section I (a) of Schedule
A ("Base Systems") is based on the number of Account Records,
open or closed, maintained on the System at the end of each
month. An "Account Record" is an end-customer account
(including without limitation any open or closed DDA/checking
account, savings account, certificate of deposit account or
loan account) that is maintained on the AURUM System during
the applicable month. For Basic Services provided using Base
Systems, Customer will pay AURUM based on the following
incremental tier:
Account Volume Service Fee
-------------- -----------
0 - 5,000 Accounts $0.8000 per open or closed customer account
5,001 - 10,000 Accounts $0.7500 per open or closed customer account
10,001 and over Accounts $0.7000 per open or closed customer account
For example, when Customer reaches 7,000 total Account Records, the monthly
service fee will be $5,500; this is expressed mathematically as follows: (5,000
x $0.80) + (2,000 x $0.75) = $5,500.00.
(ii) Other Services. The monthly fees for other Basic Services
identified in Schedule A are as follows:
Description Service Fee
----------- -----------
ATM Transmission Norwest $200.00 per month
Netzee ACH Origination $200.00 per month
Smart Reports/Downloads $27.67 per report (no charge for first 20
reports)
VISA Debit Card Transmission $200.00 per month
Cumulative FMS Reporting Waived
Third Party Review One at no charge
Terminals Waived
Audit Confirmations At current AURUM rate
1098/1099 Notice Printing At current AURUM rate
Year end Processing At AURUM current rate
OMS monthly maintenance $250.00 per month
Data communications
Monthly Circuit Charge Rebill actual charges
Monthly Port Maintenance $200.00
(iii) Third Party Charges. Third party charges, including but not
limited to, postage, processing supplies and courier will be
billed directly to Customer from the respective third party.
(iv) Man-time. The following rates apply:
Description Service Fee
----------- -----------
Systems Consultant $125.00 per hour or AURUM current rate
Project Manager $125.00 per hour or AURUM current rate
Training Specialist $125.00 per hour or AURUM current rate
(v) Minimum Monthly Charge. If the number of Account Records
processed hereunder in any calendar month is less than 8,334,
then AURUM will be deemed to have processed 8,334 Account
Records.
C-1
SCHEDULE C
SERVICE CHARGES
(b) Item Processing Services
(i) Basic Services. The monthly service fee for Basic Services
listed in Section II of Schedule A, is based on volumes of
described service multiplied by the unit cost for that
service. Customer will pay AURUM such charges on a monthly
basis.
Description of Service Unit Cost
---------------------- ---------
Bulk File/Warehouse $0.0020 per item
Image Based Courtesy Amount Recognition $0.0066 per item
Image Based key Entry $0.0220 per field
Power Encode $0.0165 per field
Exception Pull/Cycle Sort $0.0044 per item
Fine Sort of Daily Items $0.0159 per item
Serial Fine Sort (minimum per account $10.00) $0.0159 per item
Inbound Return Items $2.4200 per item
Inclearings Image Capture $0.0250 per item
Large Item Notification $3.2200 per item
Image Rejects $0.1600 per item
Outbound Return Items $1.5000 per item
Proof of Deposit Encoding $0.0300 per field
POD Image Capture $0.0250 per item
Proof Corrections - not documented $0.7000 per item
Proof Correction - documented $3.5000 per item
Check Printing $0.2500 per item
Fax Copies $1.4300 per item
Photo/Subpoena Copies $1.0800 per item
Research $24.000 per hour
Signature Review $0.5500 per item
CD-ROM for Bank $27.50 per CD
Customer Statement CD-ROM $20.00 per CD-ROM
DVD for Bank Archive $37.50 per DVD
DVD per Item Burn for Archive $0.0010 per item
Jukebox Charge $850.00 per month
Online Image Archive Access
0-10,000 (flat fee) $250.00 per month
Online Image Archive Access
10,001 and over $0.0700 per item
Notice Printing $0.1000 per item
Statement Inserts - Auto $0.0102 per statement
Statement Inserts - Manual $0.0330 per statement
Statement Fine Sort $0.0159 per item
Statement Print $0.0510 per page
DDA Statement Rendition Automated w/zero enc $0.2000 per statement
DDA Statement Rendition Automated w/enclosures $0.4400 per statement
DDA Statement Rendition Manual w/enclosures $0.8000 per statement
DDA Statement Rendition Special Handling $0.8000 per statement
Postage Prepaid via monthly invoice
Courier Bank responsibility
Supplies Aurum current rate
C-2
SCHEDULE C
SERVICE CHARGES
(ii) Minimum Monthly Charge. If the aggregate charges for Item
Processing Services are less than $12,500.00 per calendar
month, AURUM may, at its option, xxxx the actual amount or
$12,500.00.
II. Optional Services. For Optional Services, Customer will pay the following
fees in addition to the charges listed in Section I of Schedule C:
Optional Systems/Modules: Charge
------------------------- ------
Invision $ 625.00 per month
TeleBanc 1 - 2,000 (flat fee) $ 200.00 per month
TeleBanc 2,001 and over $ 0.16 per log on
800 VRU Service $ 0.04 per minute
Director Not to exceed $5,000 set up fee
Not to exceed $500 monthly fee
Prime Set up fee approximately $2,500
(excludes Impromptu and Cubes). $300
monthly. Available 3/31/02
Premier eCom Set up fee $2,500
Monthly fee of $1,000 (includes 1,000
clients $0.85 per client thereafter)
Premier eCorp Set up fee $2,500 (includes
Monthly fee $300 (includes 400 clients
$5 per client thereafter)
Xxxx Payment Module (Host Interface) Set up fee $2,500
Monthly fee $380
Princeton ECom Set up fee waived
(up to $2500)
Other xxxx pay options to be
considered.
Fraud Detection System Not to exceed $800 per month
Available 6/30/02
Optional Services/Miscellaneous:
--------------------------------
ACH Origination $25.00 per outgoing file
ACH Transmissions (Outgoing) $18.00 per transmission
Audit Confirmation Generation Aurum Current Rate
Custom Reports, SMART Reports $95.00 per hour
IRS Reporting Aurum Current Rate
Parameter/Specification Changes $95.00 per hour
Programming Changes $95.00 per hour
Year-end Reporting Aurum Current Rate
C-3
SCHEDULE C
SERVICE CHARGES
III. Conversion Services
AFS Implementation Fees - One time
----------------------------------
Initial Image Setup Waived
Archive Access for Bank :
Microsoft NT/SQL Server License (25) $3,550.00
ImageDepot Archive Software (5) Concurrent $8,800.00
Archive Access for End Customers TBD in conjunction with Internet
provider
Image View Software for each Bank End Client
1 License $250.00
5 Licenses ($200 each) $1,000.00
10 Licenses ($150 each) $1,500.00
Additional Modules Implementation - One time
--------------------------------------------
Federal Call Reporter Not to exceed $7,500(one-time costs) for all
Holding Company Module Modules with concurrent installations.
Stockholder Accounting System Training Included
Asset Liability Management System Travel Expenses are additional
C-4
SCHEDULE D
CUSTOMER SYSTEMS
"Customer Systems" are the Systems to be provided by Customer for use in
conjunction with Aurum Systems. Customer Systems include, but are not limited to
the following:
System Vendor
------ ------
Data Communications Equipment Various
Loan Platform Bankers System - Rembrandt
Deposit Platform Xxxxxxx Financial Solutions
Teller Equipment EZ Teller
Teller Automation Software EZ Teller
Platform Automation Software Xxxxxxx Financial Solutions
InfoConnect ITI
InfoConnect Intercom Attachmate
InfoConnect FileXpress Attachmate
Netware Novell
NT Microsoft
Office Microsoft
Windows Microsoft
D-1
SCHEDULE F
PROCESSING TIMES
1. Customer Delivery Requirements
BUSINESS DAYS - MON - FRI
Inclearing Items 100% of SDS/Direct Send by 9:00
100% by 13:00
BUSINESS DAYS - MON - THURS
Over-the-Counter Item 100% by 21:30
BUSINESS DAYS - FRIDAYS
Over-the-Counter Items 100% by 21:30
2. Aurum File Transmission Requirements (Initiation of file transfer)
BUSINESS DAYS - MONDAY - FRIDAY
Inclearing 18:00
POD/Transit Over-the-Counter 24:00
3. Exception Item File transmission completed 03:30 NCD on Wednesday - Friday
04:30 NCD on Tuesday
06:30 NCD on Saturday
4. Image archive available 07:00 NCD
5. Exception Items available for pickup 07:00 NBD
(Large dollar items only)
NBD = Next Business Day
NCD = Next Calendar Day
F-1
SCHEDULE G
CUSTOMER RESPONSIBILITIES
I. Customer Responsibilities
In connection with the Basic, Optional, Additional and Conversion
Services and in addition to Customer's other obligations under this
Agreement, Customer will:
(a) Ensure that its personnel maintain a working knowledge of the Aurum
System and Item Processing Services and that new Customer personnel
are properly trained to utilize the Aurum System and Item Processing
Services.
(b) Appoint Aurum as its agent for purposes of receiving Items from and
returning Items to clearing organizations. Customer will notify all
appropriate third parties of such appointment and pay or reimburse
Aurum for any charges payable to such clearing organizations for, or
required as a condition to, so receiving or returning Items.
(c) Provide to Aurum and keep current, by mutually agreeable means, such
information concerning the DDA/Checking Accounts as Aurum may
reasonably require.
(d) Ensure that all Items, magnetic tapes, and other documents or media
which Aurum may require to process hereunder are in a format
acceptable to Aurum and contain, in machine readable form, the data
and information required by Aurum.
(e) Forward directly to Aurum any On-Us Items or other Items that are
posted by or on behalf of Customer without being entered into the
clearing process.
(f) Cooperate with Aurum in the performance of Basic Services and
provide to Aurum such data and information, management decisions,
regulatory interpretations and policy guidelines as Aurum reasonably
requires.
(g) Select, and be responsible for (financially and otherwise), the
courier service to be utilized in conjunction with the Basic
Services provided herein. The parties agree that such courier
service may be either an existing courier service shared by other
Aurum customers or, if Customer in its sole discretion determines
that it is not feasible or desirable to utilize such existing
courier service, such other courier service as is designated by
Customer.
(h) Be responsible for the timely delivery of proof of deposit Items
from Customer locations to the Aurum Data Center. Aurum will
consider receipt of Items upon delivery and time stamp of courier
receipts at the Aurum Data Center receiving window.
(i) Deliver to Aurum all Items, in a form acceptable to Aurum, to be
processed by Aurum. Customer assumes full responsibility for the
accuracy, completeness, and authenticity of all Items furnished to
Aurum, and Aurum shall be entitled to rely thereon and shall have no
obligation or responsibility to audit, check, or verify the Items.
Without limiting the generality of the foregoing, Customer shall
have sole responsibility for (a) verifying dates, signatures,
amounts, authorizations, endorsements, payment notices, collection
times, fees and charges imposed by Customer on its customers and
other similar matters on all Items delivered to Aurum; (b) placing
stop payments and holds on accounts; and (c) determining the
correctness of all magnetic ink inscribed or appearing on Items,
regardless of by whom or when inscribed. If any Items submitted to
Aurum are incorrect, incomplete, or not in the form required by
Aurum, then Aurum may, in its sole discretion, either (i) require
Customer to resubmit completed and corrected Items, or (ii) correct
and complete the Items itself and Customer will pay Aurum the
charges for any Additional Services provided by Aurum to correct or
complete such Items or otherwise prepare such Items for processing.
(j) Modems provided by Customer must be approved by Aurum to insure
compatibility with the Aurum System.
(k) Provide adequate space for the Equipment and a power source
according to the manufacturer's specification requirements for all
Equipment necessary for the complete System utilization.
(l) Provide adequate space for the installation of telephone drop(s)
necessary to connect Customer's terminals with the telephone lines
which communicate with the Aurum Systems. Aurum agrees to schedule
with the telephone
G-1
SCHEDULE G
CUSTOMER RESPONSIBILITIES
company the technical aspects of said installation of the data
communications telephone lines. Charges made by the telephone
company for the initial installation and ongoing costs of the data
communications telephone lines along with any additional drops or
changes to the drop locations in the future will be the
responsibility of Customer.
(m) Provide to Aurum and keep current, by mutually agreeable means,
information reasonably required by Aurum concerning the accounts
offered by Customer to its customers and internal Customer general
ledger accounts.
(n) Promptly inspect and review all reports and data files provided to
Customer by Aurum and, unless a shorter period of time is required
for any specific report or data file, notify Aurum of any incorrect
report or data file within one Business Day after receipt thereof.
Failure to so notify Aurum of any such report or data file will
constitute acceptance thereof.
(o) Establish cycle dates for the monthly statements for accounts in a
manner acceptable to Aurum so that approximately the same number of
such monthly statements are to be prepared on each of the no more
than twenty (20) Business Days during each month which are
designated by mutual agreement as statement days. Such monthly
statements will be printed in a format acceptable to Aurum, which
format will include bar coding indicating the number of enclosures
to be mailed with each statement.
(p) Cooperate with Aurum in the performance of Item Processing Services
and provide to Aurum such data and information, management
decisions, regulatory interpretations and policy guidelines as Aurum
reasonably requires.
G-2
ADDENDUM ONE
COMMUNITY BANK OF NEVADA
THIS ADDENDUM ("Addendum") to that certain Agreement for Information Technology
Services ("Agreement") between AURUM TECHNOLOGY INC (Aurum) and COMMUNITY BANK
OF NEVADA ("Customer"), dated of even date herewith, is made and entered into by
and between Customer and Aurum.
The parties agree to amend the Agreement as follows:
1. Section 1.1(c) of the Agreement is amended to read as follows:
"Basic Services" are the Services listed in Schedule A, including
the Item Processing Services.
2. Section 1.1(d) of the Agreement is amended to read as follows:
"Business Day" is each weekday, Monday through Friday, during which
Customer conducts its business operations and which is not a holiday
of the federal reserve banks.
3. New Sections 1.1(s) and 1.1(t) are added to the Agreement to read as
follows:
(r) "Item" is a document or other segment of media on which is
recorded information evidencing a debit or credit.
(s) "Item Processing Services" are the Services described in
Schedule A.
4. Section 3.1(c) of the Agreement is amended to read as follows:
On a mutually agreeable schedule Aurum will provide those services
and instructions ("Conversion Services") reasonably required for
Customer to convert to and use the Aurum Systems and the Item
Processing Services. Customer will cooperate in the conversion
effort and timely provide whatever information, data, clerical and
office support, management decisions, approvals and signoffs that
Aurum reasonably requires. According to a plan to be developed by
Customer and Aurum, Aurum will train a mutually designated group of
Customer's personnel in the proper use of the Aurum Systems (other
than the Aurum Systems used to provide Item Processing Services) to
enable such personnel to train Customer's user personnel in the use
of such Aurum Systems. Customer will cooperate with Aurum in
scheduling training in conjunction with Customer's conversion to the
Aurum Systems.
5. Sections 3.2(a) through 3.2(e) of the Agreement do not apply to Item
Processing Services provided by Aurum.
6. Section 3.4 of the Agreement does not apply to Aurum Systems used to
provide Item Processing Services.
1
7. A new Section 3.7 is added to the Agreement to read as follows:
General Terms Relating to Item Processing Services.
(a) With respect to Item Processing Services, Aurum will be
responsible for the Items from the time that such Items are
received by Aurum at the Data Center until the Items are
released for pickup at the Data Center to couriers; provided
that Aurum's liability for the destruction or disappearance
of Items will be limited to cases where the destruction or
disappearance is due entirely to the negligence or willful
misconduct of Aurum and, if so, Aurum sole obligation is to
reconstruct the Items from microfilm created by Customer.
(b) All times indicated in this Agreement refer to the time zone
in which the Item Processing Center is located.
8. A new Section 3.8 is added to the Agreement to read as follows:
Regulatory Compliance Related to Item Processing Services. If either
Aurum or Customer becomes aware of any changes or proposed changes
to any statutes, regulations or rules applicable to the Item
Processing Services, that party will promptly notify the other of
the change or proposed change, and the parties will cooperate in
analyzing the impact, if any, that the change or proposed change
will have on the obligations of the parties under this Agreement. If
any such change requires Aurum to modify any Item Processing
Services, Aurum will comply with such change and Customer will
reimburse Aurum for (a) any additional costs thereby incurred by
Aurum that are specific to Customer (such as the cost of retaining
Customer's data for a longer period of time), and (b) Customer's pro
rata share (based on such method of proration as Aurum in good faith
determines to be appropriate) of any additional costs thereby
incurred by Aurum that are not specific to Customer (such as the
cost of modifications to the Aurum Systems that apply to Customer
and to other Aurum customers for item processing services) and that
are in excess of the costs that Aurum would customarily absorb as
part of its normal services to its customers for item processing
services, as reasonably determined by Aurum.
9. A new Section 4.8 is added to the Agreement to read as follows:
Customer Responsibilities Related to Item Processing Services. In
order that Aurum may perform its obligations to provide Services,
including Item Processing Services, Customer shall perform the
actions provided in Schedule F.
10. Section 5.1(a) of the Agreement is amended to read as follows:
(a) For Basic Services, including Item Processing Services, the
monthly charges listed in Schedule C.
11. Section 5.2(a) of the Agreement is amended to read as follows:
2
All costs incurred by Aurum (i) in mailing reports or other output
to Customer, its customers, or third parties, and (ii) in
transporting, shipping, or delivering Items, reports, output, or
input to and from the Data Center, including without limitation
couriers, telecommunications and data communications charges.
12. The first sentence of Section 8.1 of the Agreement is amended to read as
follows:
Section 3.2(d) sets forth Customer's exclusive remedies for errors
in reports or other output provided by Aurum under this Agreement
and Section 3.7(a) sets forth Customer's exclusive remedies for the
destruction or disappearance of Items that occur while such Items
are being held at the Data Center.
13. New sixth and seventh sentences are added to Section 8.1 to read as
follows:
Customer expressly waives and releases any claim that it may
otherwise have against Aurum in excess of such amounts provided for
pursuant to this Section. By releasing and discharging Aurum from
such claims both known and unknown, Customer expressly waives any
rights it may have had under California Civil Code Section 1542
which provides as follows: "A general release does not extend to
claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor."
14. Schedule F, attached, is added to the Agreement.
15. Except as amended by this Addendum, the Agreement will be and remain in
full force and effect in accordance with its terms. Capitalized terms used
in this Addendum will be as defined in the Agreement unless otherwise
expressly defined in this Addendum.
16. Four (4) original copies of this Addendum will be executed and submitted
to Aurum by Customer. This Addendum will become effective when Aurum
executes this Addendum. Aurum will return one of the executed copies to
Customer.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set
forth above.
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxxx Xxx Xxx By: /s/ Xxxxx Xxxxxxxx
----------------- ------------------
Printed Printed
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxx
Title: President, Premier Division Title: Executive Vice President
Date: 11/15/2001 Date: 11/9/01
3
AMENDMENT NUMBER TWO
COMMUNITY BANK OF NEVADA
THIS AMENDMENT ("Amendment") to the AGREEMENT FOR INFORMATION TECHNOLOGY
SERVICES between Aurum Technology Inc. ("Aurum") and Community Bank of Nevada
("Customer"), dated of even date herewith, as amended or modified (the
"Agreement"), is between Customer and Aurum.
The parties agree to amend the Agreement as follows:
1. The recital of the Agreement is amended in its entirety to read as
follows:
"WHEREAS, Customer desires to purchase certain Data and Item Processing
Services from Aurum, a provider of such services, pursuant to the terms
and conditions set forth herein."
2. The first sentence of Section 2.1 of the Agreement is amended in its
entirety to read as follows:
"This Agreement will begin on the Effective Date and, unless terminated
earlier under Section 7.2, 7.3 or 7.4, will continue for a period of five
(5) years from the Implementation Date (the "Initial Term")." Thereafter,
this Agreement will automatically renew for successive terms of one year
each (the "Renewal Terms") unless either party gives the other party
written notice at least six months prior to the expiration date of the
Initial Term or the Renewal Term then in effect that the Agreement will
not be renewed beyond such term.
3. Section 5.2 (b) of the Agreement is amended in its entirety to read as
follows:5.2
"All actual, out-of-pocket costs and expenses, including, without
limitation, travel and travel-related expenses, which are incurred by
Aurum and pre-approved by customer when in excess of $500.00 in providing
Services when incurred at Customer's request."
4. Section 5.4 of the Agreement is amended to read as follows:
"Cost of Living Adjustment. No more than once in any twelve (12) month
period, Aurum may, at its option and by giving Customer written notice,
increase the charges for the Services by a percentage not to exceed the
percentage by which the ECI as of that time is higher than the ECI as of
(i) for the first adjustment, the earlier of the Effective Date or the
date of the last adjustment previously made pursuant to any immediately
prior agreement, if any, under which Aurum provided the same or similar
Services to Customer, and (ii) thereafter, the previous time that Aurum
adjusted its charges to Customer pursuant to this Section. In no event
will any such adjustment exceed three percent (3%). These increased
charges will remain in effect until Aurum adjusts them again pursuant to
this Section."
5. Section 7.4 of the Agreement is amended in its entirety to read as
follows:
Page 1 of 3
"Termination for Cause. If either party materially defaults in its
performance under this Agreement, except for non-payment of amounts due to
Aurum, and (i) fails to promptly commence curing such default with all due
diligence after receiving written notice specifying the default and (ii)
fails to either substantially cure such default within sixty (60) days
after receiving written notice specifying the default or, for those
defaults which cannot reasonably be cured within sixty (60) days, promptly
commence curing such default and thereafter proceed with all due diligence
to substantially cure the default, then the party not in default may, by
giving the defaulting party at least thirty (30) days prior written notice
thereof, terminate this Agreement as of a date specified in such notice. A
party shall give notice of its election to terminate this Agreement for
cause within a reasonable time following its discovery of the material
default, including any course of conduct constituting a material default."
6. Section 7.6(a) of the Agreement is amended in its entirety to read as
follows:
"All costs reasonably incurred by Aurum in connection with such
termination, including without limitation telecommunication line
disengagement expenses and costs of terminating leases on or shipping or
storing any equipment provided to Customer by or through Aurum under this
Agreement, plus a fifteen percent (15%) management fee not to exceed ten
thousand dollar ($10,000), plus Aurum's charges for any Additional
Services reasonably requested by Customer for de-conversion assistance
(together, the "Termination Costs").
7. Section 7.6 (b) of the Agreement is amended in its entirety to read as
follows:
"All references to fifty percent (50%) in this Section 7.7(b) are amended
to read as twenty five percent (25%)."
8. Section 7.7 of the Agreement is amended in its entirety to read as
follows:
"Payment Upon Non-renewal. If Customer gives or receives notice not to
renew this Agreement pursuant to Section 2.1, or Customer terminates this
Agreement under Section 9.5, Customer will pay to Aurum an amount equal to
all amounts then due and payable to Aurum. Aurum will provide
de-conversion assistance to Customer at a cost not to exceed $10,000,
provided that Aurum's only obligation to Customer for such de-conversion
assistance shall be to provide to Customer one copy of any test tapes and
one copy of any conversion tapes. Any additional de-conversion assistance
will be provided to Customer as an Additional Services as reasonably
requested by Customer."
9. Section 9.9 of the Agreement is amended in its entirety to read as
follows:
"Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of Nevada, without giving effect to
any choice-of-law rules.
Page 2 of 3
10. Service Level Performance Standards. The parties agree to negotiate in
good faith to establish in writing any reasonable modifications to the
Service Level Performance Standards set forth in Schedule E to the
Agreement reasonably necessary to conform such standards to the Image Item
Processing Services. Such modifications, if any, will not make the
standards more burdensome on Aurum than the original standards; will not
lower the standards from the standards which exist as of the Addendum
Effective Date, shall be finalized as a written amendment to the Agreement
signed by both parties; and both parties agree to use best efforts to
finalize such modifications within sixty (60) days after Image Item
Processing Conversion Date. Such standards will be governed in accordance
with all applicable terms and conditions of the Agreement and any
additional terms and conditions contained in the amendment.
11. Except as amended by this Amendment, the Agreement will be and remain in
full force and effect in accordance with its terms. Capitalized terms used
in this Amendment will be as defined in the Agreement unless otherwise
expressly defined in this Amendment.
12. Three (3) original copies of this Amendment will be executed and submitted
to Aurum by Customer. This Amendment will become effective as of the date
set forth below when Aurum executes this Amendment. Aurum will return one
of the executed copies to Customer.
In WITNESS WHEREOF, the parties have executed this Amendment as of 11/15/2001.
COMMUNITY BANK OF NEVADA AURUM TECHNOLOGY INC.
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx Xxx Xxx
------------------ -----------------
Printed Printed
Name: Xxxxx Xxxxxxxx Name: Xxxxx Xxx Xxx
Title: Executive Vice President Title: President, Premier Division
Date: 11/9/01 Date: 11/15/2001
Page 3 of 3
ADDENDUM NUMBER THREE
ADDITIONAL SERVICES
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
("Agreement") between Aurum Technology Inc. ("AURUM") and Community Bank of
Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer;
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Services. AURUM will provide to Customer, as Additional
Services, the SCM2100 User Interface Program, including: SCM2100 server
and workstation software and software upgrades as scheduled or required,
and assistance with installation of the Customer's SCM2100 server
("SCM2100 Server"). AURUM will provide such Additional Services in
accordance with this Addendum and the Agreement and such services will be
deemed Additional Services under the Agreement for all purposes.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Services set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of the Agreement and of this
Addendum as follows: (i) Installation or set-up charges will be invoiced
in conjunction with signing of this Addendum; (ii) Monthly charges will
commence upon completion of the installation, but no later than 120 days
from commencement of the installation project (unless delays to
installation completion are attributable solely to Aurum).
3. Customer Responsibilities. Customer will (i) provide and maintain all
SCM2100 server hardware/software and host connectivity necessary to meet
ITI minimum requirements for the SCM2100 User Interface; (ii) will assist
Aurum with the installation of the SCM2100 server (iii) will perform
installation of all SCM2100 workstations for Customer's employees; (iv)
provide training to their employees on the use of SCM2100; and (v) will
upgrade all SCM2100 software as scheduled or required by Aurum.
4. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
5. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
--------------- ------------------
Printed Printed
Name: Xxxx Xxxxxx Name: Xxxxx Xxxxxxxx
Title: Senior Vice President Title: Executive Vice President
Date: 8-21-02 Date: 8/5/02
Amend#3 SCM2100
1
EXHIBIT A
SCM2100 SERVER
SERVICE CHARGES
The monthly service fee for SCM21000 Server Services is based on the number of
SCM2100 Servers maintained by the Customer during each month. Monthly service
fees will not be prorated for a partial month.
One Time Charges
Set Up SCM2100 Host User Interface and Server
(Invoiced in conjunction with signing of the Addendum)
Initial Server Set Up Fee $ 1,750
Additional SCM2100 Installations or Assistance $ 150 per hour
Monthly Charges
SCM2100 Server Fee_ $ 40
ADDENDUM NUMBER FOUR
ADDITIONAL SERVICES
COMBINED BPM AND PRINCETON ECOM INTERFACE
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada
("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer,
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Services. In connection with AURUM's provision of the
Additional Service to Customer AURUM will install at the AURUM Data Center
the Information Technology, Inc, (ITI) Xxxx Payment Module and the
Princeton eCom Interface ("Combined BPM and Princeton") including (i) all
related programs, reports and notices; and (ii) transfer of xxxx payment
files to Princeton eCom. AURUM will provide such Additional Services in
accordance with this Addendum and the Agreement and such services will be
deemed Additional Services under the Agreement for all purposes.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Services set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of the Agreement and of this
Addendum as follows: (i) Installation or set-up charges will be invoiced
in conjunction with signing of this Addendum; (ii) Monthly charges will
commence upon completion of the installation, but no later than 120 days
from commencement of the installation project (except to the extent delays
to installation completion are attributable to Aurum)
3. Customer Responsibilities. Customer will be responsible for (i) all
Customer's customer (a) set up and maintenance (b) instructions and
training, (c) communications and marketing materials, (d) support and
problem resolution, relating to its xxxx payment through Princeton eCom;
(ii) review of all related reports; and (iii) assisting with all security
specifications necessary for the implementation and testing of Combined
BPM and Princeton.
4. Disclaimer. Customer has agreed to contract with Aurum for Princeton eCom
xxxx payment services. Customer understands and agrees that in no event
shall AURUM be liable for or as a result of any late files, late
transfers, or late payments nor for any interest, late fees, or other such
fees assessed as a result thereof, except to the extent such are
attributable to the gross negligence or willful misconduct of Aurum.
5. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
6. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
Community Bank of Nevada
Date: 09/13/02
Page 1 of 3
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxxx Xxx Xxx By: /s/ Xxxxx Xxxxxxxx
----------------- ------------------
Printed Printed
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxx
Title: President, Premier Division Title: Executive Vice President
Date: 11/26/2002 Date: 11/14/02
Community Bank of Nevada
Date: 09/13/02
Page 2 of 3
EXHIBIT A
COMBINED BPM AND PRINCETON ECOM
SERVICE CHARGES
The monthly service fees for the Combined BPM and Princeton eCom are based on
the number of Account Records maintained on the System during each month.
Monthly service fees will not be prorated for a partial month. An "Account
Record" is defined as an end-customer account type including without limitation,
any open or closed DDA/Checking account, Savings account, Certificate of Deposit
account or Loan account, that are maintained on the System during the applicable
month.
One Time Charges
Set Up and Installation Charge of host modules $2,500*
(Invoiced in conjunction with signing of the Addendum)
Monthly Charges - Based on Account Volume
0 - 15,000 $ 380*
greater than 15,000 Request Quote
*per schedule C in current contract
Community Bank of Nevada
Date: 09/13/02
Page 3 of 3
ADDENDUM NUMBER FIVE
ADDITIONAL SERVICES
PRINCETON ECOM XXXX PAY SERVICES
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada
("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that Aurum provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, Aurum is willing to provide such Additional Services to Customer;
NOW, THEREFORE, Aurum and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows::
1. Additional Services. Aurum will provide the Additional Services in
accordance with the terms and conditions set forth in Schedule A
(including all Schedules and Exhibits attached thereto) attached to this
Addendum.
2. Rules of Contract Construction and Interpretation.
(a) Each of the provisions of the Agreement is incorporated by reference
into this Addendum. Except as expressly amended by this Addendum,
the Agreement is ratified, confirmed and remains unchanged in all
respects and will be and remain in full force and effect in
accordance with its terms.
(b) This Addendum supersedes and replaces any prior agreement (written
or oral) as to its subject matter. If there is any conflict between
the terms and conditions of this Addendum and other terms and
conditions of the Agreement or any prior addendum to this Agreement,
the terms and conditions of this Addendum shall prevail with respect
to the Addendum.
(c) The term "Addendum" means, includes and incorporates this Addendum
and all Schedules and Exhibits attached to this Addendum.
3. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to Aurum by Customer. This Addendum will become
effective as of the date set forth below when Aurum executes this
Addendum. Aurum will return one of the executed copies to Customer.
AURUM TECHNOLOGY INC. COMMUNITY BANK OF NEVADA
By: /s/ Xxxxx Xxx Xxx By: /s/ Xxxxx Xxxxxxxx
-------------------------------- ------------------------------
Printed Printed
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxx
Title: President Title: Executive Vice President
Date: 11/26/2002 Date: 11/14/02
1
SCHEDULE A
XXXX PAYMENT SERVICES
PROCESSING AGENT IS PRINCETON eCOM CORPORATION
ARTICLE I - SERVICES
1.1 Xxxx Payment Services. Aurum will provide the xxxx payment services listed
herein ("Xxxx Payment Services") through the third party processing agent
("Processing Agent") subject to the terms and conditions of the agreement
between Aurum and Processing Agent for the provision of Xxxx Payment
Services. The Processing Agent selected by Customer is Princeton eCom
Corporation. During the Schedule Term, Aurum agrees to provide to
Customer, and Customer agrees to accept from Aurum, the Xxxx Payment
Services, subject to the terms and conditions set forth herein. Customer
agrees that Aurum shall be the sole and exclusive provider of the Xxxx
Payment Services for the Customer. For purposes of the foregoing, the term
"Customer" shall include Customer's affiliates.
1.2 Terms of Xxxx Payment Services. Aurum will provide Xxxx Payment Services
to End User Customers upon the following conditions:
(a) Eligibility. Only the following End User Customers shall be eligible
to receive Xxxx Payment Services: (i) consumer demand deposit account
holders ("Consumer Account Holders"), or (ii) business demand deposit
account holders ("Business Account Holders").
(b) Transaction Cap. Customer must select "Good Funds" Xxxx Payment
Services model. The "Good Funds" model requires that the Processing Agent
must receive good funds from the Customer before it will make payment on
any End User Customer transactions. There is no monetary amount limitation
(transaction cap) on End User Customer transactions in "Good Funds" model
of Xxxx Payment Services.
(c) Credit Risk.
(i) Customer bears the credit risk associated with potential Non
Sufficient Funds ("NSF") or return items for all Consumer Account
Holders.
(ii) Customer bears the credit risk associated with NSF or return items
for Business Account Holders.
(d) Risk Reduction Measures. Aurum or the Processing Agent may, from
time to time, institute certain operating procedures to reduce credit risk
and exposure ("Procedures"). Customer and all eligible End User Customers
are subject to, and shall conform to, all such Procedures. Aurum shall use
commercially reasonable efforts to inform Customer in advance of the
implementation of such Procedures and Aurum will use commercially
reasonable efforts to inform Customer within five (5) business days of
Aurum's receipt of notice from the Processing Agent of the implementation
of such Procedures.
1.3 Xxxx Payment Services Payment Processing.
(a) Accurate payment data provided by Customer on behalf of End User
Customers in files supplied to the Processing Agent, will be taken through
an interface from Aurum each business day. As between Aurum and Customer,
Customer assumes responsibility for the accuracy and completeness of the
payment data.
(b) Processing Agent will handle the transfer of funds in accordance
with End User Customer payment instructions activated in accordance with
sub-paragraph (a) above. Processing Agent will supply and transmit to
Customer payment information for debit against the appropriate Customer
settlement account. The Processing Agent will initiate ACH debits and
credits. Credits may be sent via check, electronic transmissions, or ACH
to payees.
(c) End User Customer inquiries regarding payments made on behalf of End
User Customer to payees will be handled by the Customer.
(d) From time to time, Processing Agent may make changes to the
above-described Procedures. Aurum will use commercially reasonable efforts
to notify Customer thirty (30) days in advance of any changes.
1.4 Late Fees. End User Customers are eligible for reimbursement of late fees
attributable to payment errors by the Processing Agent under the current
reimbursement policies of the Processing Agent.
1.5 Contract between Customer and Processing Agent. Aurum will assist Customer
and Processing Agent in obtaining an executed agreement ("Service
Agreement"), attached as Exhibit A-3 with the Customer concerning
settlement of funds and support services. Aurum and Processing Agent shall
not be required to process payments for the Customer if it does not
execute a Service Agreement. Processing Agent shall have no obligation to
enter into a Service Agreement with the Customer. The decision to enter
into any Service Agreement shall be in Processing Agent's sole discretion
and judgment. This Addendum shall be expressly conditioned on the
execution of a Service Agreement between Customer and Processing Agent.
1.6 Aurum Premier eBanking Services and Core Processing. Aurum can not provide
Xxxx Payment Services to the Customer unless Customer is receiving Aurum
Premier eBanking Services and Aurum core processing. Therefore, during the
Schedule Term, Customer is required to purchase Aurum Premier eBanking
Services and to maintain Aurum as its core data processing vendor or to
utilize Aurum provided systems for its core data processing. This Addendum
is expressly conditioned on Customer purchasing such services and/or
systems.
1.7 Regulatory Compliance for Xxxx Payment Services. Customer shall be
responsible for (i) compliance with all state and federal laws and
regulations governing banks and other financial institutions; (ii) any
disclosure to its End User Customers with respect to the Xxxx Payment
Services and each Customer product or service made available through the
Aurum System ("Customer Product/Service"); (iii) the terms and conditions
of any Customer Product/Service; (iv) the terms, conditions, and any
limitations on which any Customer Product/Service may be accessed,
utilized or transactions originated by any End User Customer; (v)
determining the authority of any person accessing a Customer
Product/Service; and (vi) preparing, maintaining, and monitoring
compliance with verifiable documentation with respect to the foregoing.
Customer acknowledges and agrees that Customer shall not rely upon Aurum
for advice regarding compliance with governmental regulations. Customer
must independently verify its compliance with such regulations through its
own legal counsel. Aurum shall use commercially reasonable efforts, during
the Schedule Term, to be in substantive compliance with federal rules and
regulations as they relate to vendors of Xxxx Payment Services. In the
event that there is a significant change in the manner by which the Xxxx
Payment Services can be furnished hereunder, as a result of a regulatory
compliance requirement, Aurum and Customer shall negotiate in good faith
to resolve the compliance issue. If Aurum determines that compliance is
cost prohibitive, Aurum may elect to terminate the Addendum without
penalty, by furnishing Customer with thirty (30) days prior written
notice. Regulatory disclosure requirements are the responsibility of
Customer.
If Customer believes that any modifications to the Aurum System are
required under any laws, rules, or regulations, Customer will promptly so
inform Aurum. Aurum will perform any modifications to the Aurum System or
recommend changes to operating procedures of Customer that Aurum
determines are necessary or desirable; provided, that if any such changes
or modifications result in a significant increase in Aurum's cost of
providing Xxxx Payment Services, Aurum will be entitled to increase the
charges under this Addendum by an amount that reflects a pro rata
allocation of Aurum's increased cost among the applicable Aurum customers.
New or enhanced Aurum System features, functions, reports, or other
services that may result from such modifications or recommendations may be
provided as an Additional Service. Notwithstanding the foregoing, Customer
acknowledges that the Aurum System may, from time to time, consist in part
of System(s) licensed by Aurum from third-party vendor(s) and, therefore,
Aurum shall have no duty or responsibility to modify any such third-party
System under this Section, except to the extent that the vendor thereof
has such a duty or responsibility to modify such System pursuant to the
applicable license agreement between Aurum and such vendor.
1.8 Aurum System Changes. Aurum shall have the right to modify the Aurum
System including, without limitation, to (i) make changes in the method of
access to or delivery of the Aurum System including, without limitation,
interface procedures ("Interface Changes"), (ii) make modifications to the
Aurum System which are provided to Customer at no additional cost ("Aurum
System Enhancements"). The identification in this Addendum of specific
brands or names of third-party providers is for reference only. Customer
acknowledges and agrees that it will not rely on such brand names
third-party providers is for reference only. Customer acknowledges and
agrees that it will not rely on such brand names or third-party providers
as a promise by Aurum to use any particular brand or third-party provider.
Aurum reserves the right to substitute any brand or third-party provider
of the Xxxx Payment Services, at its sole discretion, at any time with or
without notice, provided that the quality of the Authorized Services is
not materially diminished by such substitution.
1.9 Correction of Errors. Aurum will correct any errors in customer files that
result in errors in reports or other output where such errors (i) are due
solely to either malfunctions of Aurum's equipment or the Aurum Systems or
errors of Aurum's operators, programmers, or other personnel, and (ii) are
called to Aurum's attention within the time frames specified below. Aurum
will, to the extent reasonably practicable, correct any other errors as an
Additional Service. Customer will balance reports to verify master file
information and will inspect and review all reports and other output
(whether printed or electronically transmitted) created from data provided
by Customer to Aurum. Customer will reject all incorrect reports or output
(i) within two Business Days after receipt of daily reports or output,
(ii) within five Business Days after receipt of annual, quarterly, or
monthly reports or output, and (iii) within three Business Days after
receipt of all other reports or output. This Section 1.9 sets forth
Customer's exclusive remedies for errors in reports or other output
provided by Aurum under this Addendum.
ARTICLE II - TERM
2.1 Schedule Term. This Addendum will begin on the Addendum Effective Date
and, unless terminated earlier pursuant to the terms of the Agreement,
will continue for a period of 54 months from the Addendum Effective Date
(the "Initial Schedule Term"). Thereafter, this Addendum will
automatically renew for successive terms of five (5) years each (the
"Renewal Schedule Terms") unless either party gives the other party
written notice at least six (6) months prior to the expiration date of the
Initial Schedule Term or the Renewal Schedule Term then in effect that the
Addendum will not be renewed beyond such Initial Schedule Term or Renewal
Schedule Term.
ARTICLE III - PAYMENTS TO AURUM
3.1 Fees and Expenses. Customer shall pay the Xxxx Payment Services Fees
listed in Exhibits A-1 and A-2 ("Xxxx Payment Services Fees"). Aurum shall
invoice Customer monthly for all Xxxx Payment Services Fees, and Customer
shall pay such fees, in accordance with the terms of the Agreement. At any
time, Aurum may increase its fees in order to take into account any
increase fees or assessments imposed by the Processing Agent.
ARTICLE IV - INDEMNITY
4.1. Indemnification by Customer.
(a) Customer shall indemnify, defend and hold harmless Aurum, its
officers, directors, shareholders, employees, agents and affiliates
from and against any claims, losses, damages, liabilities or
expenses (including, without limitation, reasonable attorneys' fees
and expenses) (collectively, "Aurum Indemnified Claims") resulting
from or arising out of (i) the use of (A) the Aurum System or any
part thereof, and (B) the Xxxx Payment Services by Customer,
Customer's agents or any End User Customer, including, without
limitation, any misrepresentations made by Customer with respect to
the Aurum System or the Xxxx Payment Services; (ii) Customer's
noncompliance or alleged noncompliance with the provisions of
applicable law or regulation, or (iii) Customer's violation of any
provision of any agreement between Customer and any third party.
(b) Aurum shall promptly notify Customer in writing and in reasonable
detail of any Aurum Indemnified Claim. Customer shall have the
authority to control the defense and settlement of such Aurum
Indemnified Claim, and Aurum shall give reasonable assistance to
Customer to enable Customer to defend the Aurum Indemnified Claim.
Aurum shall have the right, but not the obligation, to participate,
at its own expense, with respect to any such Indemnified Claim. No
such Aurum Indemnified Claim shall be settled or compromised by
Customer without the prior written consent of Aurum if such
settlement or compromise in any manner indicates that Aurum
contributed to or was responsible for the cause of any such Aurum
Indemnified Claim, or if such settlement or compromise imposes any
obligations upon Aurum or requires Aurum to take any action.
(c) Customer shall not be liable for any Aurum Indemnified Claim under
this Section 4.1 to the extent that such Aurum Indemnified Claim (i)
is found in a final and binding arbitration award or a final
non-appealable
judgment by a court of competent jurisdiction to have resulted from
the gross negligence or willful misconduct of Aurum or (ii) is for
any misrepresentations made by Customer with respect to the Aurum
System or the Xxxx Payment Services, where such misrepresentation
resulted from misrepresentations made to Customer by Aurum or
Processing Agent with respect to the Aurum System or the Xxxx
Payment.
4.2. Use of the System by Third Parties. The parties acknowledge that
Customer is solely responsible for the use of the Xxxx Payment
Services and/or Aurum System (and any resulting damages) by End User
Customers and other third parties including, without limitation, any
improper or unauthorized transfers of funds from accounts via the
Xxxx Payment Services and/or Aurum System, any failure or delay in
transmitting a message back from the Processing Agent or the use for
any purpose of any financial calculators contained in the Aurum
System.
ARTICLE V - DEFINITIONS
5.1 Definitions. In addition to all other terms defined in the Addendum and
Schedules, the following terms as used in this Addendum and Schedule shall
have the following meanings:
(a) "Agreement" means that certain Agreement for Information Technology
Services ("Agreement") between Aurum and Customer, together with all
Schedules and amendments attached hereto or hereafter attached by
mutual consent of the parties (all of which are incorporated herein
by reference).
(b) "Xxxx Payment Services" means the services provided for in this
Addendum.
(c) "Aurum System" shall mean Systems, Software or applications provided
by Aurum or Aurum's third party vendors, together with all Aurum
System Enhancements and modifications made available to Customer
under this Addendum.
(d) "End User Customer" means a customer, client or member of Customer
who uses the Xxxx Payment Services.
(e) "Software" means that portion of the Aurum System that is comprised
of Aurum's computer programs installed on Aurum's equipment.
(f) "System" or "Systems" are (i) computer programs, including without
limitation software, firmware, application programs, operating
systems, files, and utilities; (ii) supporting documentation for
such computer programs, including without limitation input and
output formats, program listings, narrative descriptions, operating
instructions and procedures, user and training documentation,
special forms, and source code; and (iii) the tangible media upon
which such programs are recorded, including without limitation
chips, tapes, disks, and diskettes.
(g) "Schedule Term" means the Initial Schedule Term and all Renewal
Schedule Terms.
(h) "Premier eBanking Services" shall mean the Additional Services
offered by Aurum as either Premierecom Internet Banking or
Premierecorp Cash Management.
EXHIBIT A-1
XXXX PAYMENT SERVICES FEES
(PROCESSING AGENT IS PRINCETON eCOM)
ONE-TIME AND RECURRING CHARGES
SERVICE DESCRIPTION PRICE UNIT
-------------------------- ------------------------------------------------- --------------- -----------------
RECURRING CHARGES
XXXX PAYMENT MONTHLY Minimum Fee required to be paid if total Xxxx Xxx Exhibit A-2 Per Customer
MINIMUM Payment Transaction charges for the month are
less than the monthly minimum fee set forth
on Exhibit A-2.
XXXX PAYMENT TRANSACTIONS* Transaction triggered by End User Customer See Exhibit A-2 Per Transaction
request to debit a checking account and generate
a payment to a payee
STOP PAYMENT Transaction triggered by Customer request to $25.00 Per Transaction
issue a Stop Payment on a Xxxx Payment
transaction
MANUAL RE-ISSUED CHECK Transaction triggered by End User Customer $20.00 Per Transaction
request for a Manual Re-Issued Check on a
Xxxx Payment transaction
PHOTO COPIES Transaction triggered by Customer request for a $10.00 Per Transaction
photo copy of a xxxx payment transaction
EXPRESS MAIL Transaction triggered by Customer request for a $25.00 Per Transaction
xxxx payment transaction to be mailed with
priority delivery
DELETE PAYMENT Transaction triggered by Customer request to $10.00 Per Transaction
delete an in-process xxxx payment transaction
RE-CREDIT Transaction triggered by Customer request to $2.00 Per Transaction
re-credit funds to xxxx payment funding account
FED WIRE FEE Transaction triggered by Customer request to $25.00 Per Transaction
process xxxx payment transaction via Fed Wire
REPORTING PACKAGE Xxxx Payment Monthly Activity Report $125.00 Per Customer/Per
Month
CONFIRMATION REPORT Xxxx Payment transaction confirmation report $0.00 Per Customer/Per
Month
CUSTOMER SERVICE INTERFACE Customer ID for access to End User Customer Xxxx $35.00 Per ID/Per Month
(MINIMUM ONE REQUIRED) Payment transaction detail
SERVICE DESCRIPTION PRICE UNIT
-------------------------- ------------------------------------------------- --------------- -----------------
ONE TIME CHARGES
INITIAL SETUP - XXXX PAYMENT Includes setup and implementation of Xxxx Payment See Exhibit A-2 Per Customer
processing capability utilizing Processing Agent
to perform back-office xxxx payment fulfillment
ON-SITE TRAINING / SUPPORT Customer requested on-site training or support $1,400.00 plus Per day
expenses
IMPLEMENTATION/TECHNICAL All technical support $175.00 Per hour
SERVICES
AD HOC REPORTS One time report requests Quote Per request
SYSTEM CUSTOMIZATION Aurum can provide customization services in Quote Per request
support of Customer's needs or special
programming requests
CUSTOMER DEACTIVATION FEE Fee to Deactivate Customer Quote Per request
EXHIBIT A-2
Per Schedule C of current customer contract, up to $2,500 of the Princeton ecom
set up fee will be waived.
54 MONTHS 4 YEARS 3 YEARS
------------------------ ------------------------ ------------------------
MONTHLY MONTHLY MONTHLY
INITIAL SETUP MINIMUM INITIAL SETUP MINIMUM INITIAL SETUP MINIMUM
------------- ------- ------------- ------- ------------- -------
< 15,000 ACCOUNTS $2,750 $ 350 $4,000 $ 350 $5,500 $ 350
PER TRANSACTION $ 0.50 $0.55 $0.60
EXHIBIT A-3
CONTRACT BETWEEN CUSTOMER AND PROCESSING AGENT
PRINCETON eCOM CORPORATION
000 XXXXXXX XXXX XXXX
XXXXXXXXX, XXX XXXXXX 00000
The undersigned ("Financial Institution"), as a customer of Aurum
Technology Inc. ("Aurum") and Princeton eCom Corporation ("eCom") hereby agree
and acknowledge as follows:
eCom and Aurum have entered into an agreement whereas eCom will provide
processing services for Financial Institution's customers initiated electronic
payments by and through Aurum. eCom will obtain from Aurum, as frequently and
procedurally as established during the Implementation Phase, the Payment Data.
Upon receipt of Payment Data, eCom will debit funds in an amount equal to the
Payment Data from the Designated Account of the Financial Institution ("Payment
Amount"). eCom has developed a portal based Customer Service Interface ("CSI")
which will allow Financial Institutions twenty - four hour (24) access to review
payment status and related functionality.
Debiting Designated Account. Financial Institution authorizes eCom to initiate
the ACH debit or wire draw down for the Payment Amount and agrees that the
corresponding funds in the Financial Institution's Designated Account are good
and available. Financial Institution acknowledges and understands that eCom is
relying on the information contained in the Payment Data and will be initiating
payments to various payees based on that information. Should there be
insufficient funds in the Financial Institution's Designated Account at the time
that eCom initiates the ACH debit, or for some other reason eCom is prevented
from receiving or collecting the Payment Amount, Financial Institution will
immediately fund the Designated Account and indemnify, reimburse and hold eCom
harmless from any and all losses or damages resulting therefrom.
Ownership of funds. All funds associated with the eCom Services provided
hereunder will be the property of Financial Institution. The Financial
Institution will be responsible to provide eCom the necessary instructions and
authorizations for eCom to initiate a Fed Wire or ACH debit from Financial
Institution of such amounts as are necessary to process the Payment Data and pay
for outstanding remittances. On each Business Day, the collected customer funds
will be held in a concentrated account by eCom for the benefit of certain third
parties ("Concentration Account"). eCom acknowledges and agrees that Financial
Institution has an undivided beneficial interest in the principal of all funds
in the Concentration Account, which undivided beneficial interest shall, on any
date, be equal to that percentage which (x) the principal payments from its
customers which have been deposited in the Concentration Account and have not
been disbursed from the Concentration Account as of that date relative to (y)
the aggregate principal of all funds in the Concentration Account at that date.
eCom agrees to maintain, and make available to Financial Institution detailed
records relating to credits received into, and disbursements made from, the
Concentration Account. eCom shall not commingle any of its own funds with such
funds but shall be permitted to commingle funds remitted by other eCom customers
held by eCom for their benefit for payment to designated payees with such funds.
Financial Institution and eCom agree that all interest and other earnings
accrued on the principal amount of Financial Institution funds deposited into
the Concentration Account shall be deemed adequate compensation to eCom for
administering, protecting, preserving, and reconciling all such deposits.
Customer Service Support. eCom will provide access to the Customer Service
Interface ("CSI") for the Financial Institution with support that will include
payment research, stop payment, reissue of check payments, and printed copies of
cleared checks. Financial Institution shall access various levels of customer
service through eCom's Customer Service Interface ("CSI") according to the terms
and conditions set forth by eCom, which may change from time to time upon
reasonable notice to Financial Institution.
Financial Institutions responsibilities with respect to CSI. The CSI will enable
Financial Institution to perform queries to find detailed information, perform
stop & reissues and stop & refunds on payments being processed by eCom, and view
digital check images. Financial Institution will have the responsibility to
create logins and assign access. Financial Institution will be given a password
and identifying login to enable access to the CSI ("ID"). Financial Institution
authorizes eCom to rely on this ID to identify Financial Institution, and to
follow the instructions of any person who has the correct ID. Financial
Institution's ID and instructions will have the same effect as Financial
Institution's signature, authorizing eCom to take the requested action.
Financial Institution must comply with all time requirements in order that its
instructions are carried out in a timely fashion.
9
Financial Institution agrees to take proper precautions to safeguard its ID and
maintain security regarding ownership, access and use of the ID. Financial
Institution is fully responsible for transactions made by any person to whom
Financial Institution gives the ID. Financial Institution shall change or delete
the ID upon an employee leaving the employment of the Financial Institution and
if the employee who maintains the main ID leaves the employment of the Financial
Institution, Financial Institution must advise eCom of said change within five
(5) Business Days. All CSI training materials received by Financial Institution
are considered proprietary and cannot be redistributed without written consent
from eCom. Financial Institution will be fully liable for the maintenance of
logins, assignment of originators and confidential information.
Counterparts/Facsimile. This agreement may be executed in counterparts and
facsimile signatures shall be effective as if original.
Financial Institutions address and contact person is as follows:
Address: 0000 Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Contact Person: Xxxx Xxxxxxx
This Financial Institution Agreement may not be amended except in writing signed
by an authorized officer or representative of each of the parties.
COMMUNITY BANK OF NEVADA
BY: /s/ Xxxxx Xxxxxxxx
--------------------------
NAME XXXXX XXXXXXXX
TITLE: EXECUTIVE VICE PRESIDENT
DATE: 11/14/02
PRINCETON eCOM CORPORATION
By: /s/ Xxxxxx Couney for Princeton
--------------------------
NAME Xxxxxx Couney
TITLE: Vice President
DATE: 12/15/02
10
ADDENDUM NUMBER SIX
ADDITIONAL SERVICES - OFAC REPORTING MODULE
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
("Agreement") between Aurum Technology Inc. ("AURUM") and Community Bank of
Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is
entered into between Aurum and Customer and is effective from the date it is
executed by AURUM and shall remain in effect for the term of the Agreement.
Capitalized terms used in this Addendum will be as defined in the Agreement
unless otherwise defined in this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer,
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Services. In connection with AURUM's provision of the
Additional Service to Customer, AURUM will install at the AURUM Data
Center the Information Technology, Inc, (ITI) Office of Foreign Assets
Control (OFAC) Reporting Module ("ORM") including all related extract and
comparison programs and reports. AURUM will compare Customer's records to
the most current OFAC list as directed by Customer and scheduled
semi-annually by AURUM. AURUM will provide such Additional Services in
accordance with this Addendum and the Agreement and such services will be
deemed Additional Services under the Agreement for all purposes.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Services set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of the Agreement and of this
Addendum as follows: (i) Installation or set-up charges will be invoiced
in conjunction with signing of this Addendum; (ii) Monthly charges will
commence the month following completion of the installation and initial
extract, but no later than 120 days from commencement of the installation
project (unless delays to installation completion are attributable solely
to Aurum).
3. Customer Responsibilities. Customer will be responsible for (i) reviewing
ORM Reports and taking appropriate action to verify accuracy of suspects
reported; (ii) receiving and formatting extract file (if requested) and,
(iii) performing maintenance to CIS records in order to be excluded from
future reporting if deemed necessary.
4. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
5. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
AURUM TECHNOLOGY INC. COMMUNITY BANK OF NEVADA
By: /s/ X.X. Xxxxxx By: /s/ Xxxxx Xxxxxxxx
-------------------------- ------------------------------
Printed Printed
Name: X.X. Xxxxxx Name: Xxxxx Xxxxxxxx
Title: SVP Title: Executive Vice President
Date: 11-14-02 Date: 9/30/02
Amend#6 OFAC
1
EXHIBIT A
OFAC REPORTING MODULE
SERVICE CHARGES
The monthly service fees for ORM are based on the number of Account Records
maintained on the System during each month and the Run Frequency as instructed
by the Customer. Monthly service fees will not be prorated for a partial month.
All Run Frequency fees will be annualized and billed monthly. An "Account
Record" is defined as an end-customer account type including without limitation,
any open or closed DDA/Checking account, Savings account, Certificate of Deposit
account or Loan account, that are maintained on the System during the applicable
month.
Description Service Fee
----------- -----------
One Time Charges
Installation (Invoiced in conjuction with signing of the Addendum
(includes installation of host module and initial extract)
0 - 15,000 $1,650
Monthly Service Fees
(billed monthly beginning month following initial extract)
Based on Account Volume
0 - 7,500 $ 25
0 - 15,000 $ 50
0 - 24,000 $ 85
greater than 24,000 Request Quote
Per Run Frequency
(billed monthly beginning month following initial extract)
Monthly Quarterly Semi/Xxx Annual On Request
------- --------- -------- ------ ----------
0 - 15,000 $ 50 $ 25 $ 12.50 $ 6.25 $150
15,001 - 36,000 $ 100 $ 50 $ 25.00 $ 12.50 $250
greater than 36,000 Request Quote
Per Fixed or Delimited File $ 25
ADDENDUM NUMBER SEVEN
ADDITIONAL SERVICES
ADDITIONAL INSTITUTION
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada
("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer;
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Services. In connection with AURUM's provision of the
Additional Service to Customer, AURUM will establish a new institution -
Bank Subsidiary for processing Stockholder, General Ledger and Loans
Accounting Transactions. AURUM will provide such Additional Service in
accordance with this Addendum and the Agreement and such service will be
deemed an Additional Service under the Agreement for all purposes.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Services set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of the Agreement and of this
Addendum as follows: (i) Installation or set-up charges will be invoiced
in conjunction with signing of this Addendum; (ii) Monthly charges will
commence upon completion of the installation,but no later than 120 days
from commencement of the installation project (except to the extent delays
to installation completion are attributable to Aurum)
3. Customer Responsibilities. Customer will (i) assist with the development
and entry of necessary ITI module specifications; (ii) assist with all
testing and validation of during implementation; (iii) input and maintain
all account information etc. required by the applications; (iv) print
notices and reports via OMS/Director.
4. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
5. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxxx Xxx Xxx By: /s/ Xxxxx Xxxxxxxx
---------------------- ------------------------
Printed Printed
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxx
Title: President, Premier Division Title: Executive Vice President
Date: 11/26/2002 Date: 11/14/02
Community Bank of Nevada
Date: 11/01/02
Page 1 of 2
EXHIBIT A
ADDITIONAL INSTITUTION
SERVICE CHARGES
The monthly service fee for the Additional Institution is based on the number
of Account Records maintained on the System during each month. Monthly service
fees will not be prorated for a partial month. An "Account Record" is defined as
an end-customer account type including without limitation, any open or closed
DDA/Checking account, Savings account, Certificate of Deposit account or Loan
account, that are maintained on the System during the applicable month.
As an Additional Service under the Agreement, Aurum will provide Customer with
the Access to an additional institution to be used for Bank Holding Company. The
accesses provided in this service are to LAS, CIS, SCM, EIM, HCM, SHS, IES and
FMS. The charges for this Service are as follow:
Installation Charge $2500.00
Monthly Base Charge $ 500.00
Monthly Delivery fee Reports $ 150.00
Plus standard per account costs.
Additional modules will be quoted upon request.
Community Bank of Nevada
Date: 11/01/02
Page 2 of 2
ADDENDUM NUMBER EIGHT
ADDITIONAL SERVICES
HOLDING COMPANY MODULE
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada
("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that Aurum Technology provide certain Additional
Services to Customer as set forth in this Addendum;
WHEREAS, Aurum Technology is willing to provide such Additional Services to
Customer;
NOW, THEREFORE, Aurum Technology and Customer hereby agree to amend the
Agreement to provide for such Additional Services as follows:
1. Additional Services. Aurum Technology will provide to Customer, as an
Additional Service, the Holding Company (HCM) module. Aurum Technology
will provide such Additional Service in accordance with this Addendum and
the Agreement and such service will be deemed an Additional Service under
the Agreement for all purposes.
2. Payments to Aurum Technology. In consideration for the provision by Aurum
Technology of the Additional Service set forth above, Customer will pay
Aurum Technology the amounts set forth in Exhibit A attached hereto.
Charges for such services will be due and payable in accordance with the
terms of the Agreement.
3. Customer Responsibilities. Customer will (i) assist with the development
and entry of necessary ITI Holding Company module specifications; (ii)
assist with all testing and validation of the Holding Company module
during implementation; (iii) input and maintain all account information
etc. required by the applications; (iv) print notices and reports via
OMS/Director.
4. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
5. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to Aurum Technology by Customer. This Addendum will
become effective as of the date set forth below when Aurum Technology
executes this Addendum. Aurum Technology will return one of the executed
copies to Customer.
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxxx Xxx Xxx By: /s/ Xxxxx Xxxxxxxx
---------------------- -----------------------
Printed Printed
Name: Xxxxx Xxx Xxx Name: Xxxxx Xxxxxxxx
Title: President, Premier Division Title: Executive Vice President
Date: 11/26/2002 Date: 11/14/02
Community Bank of Nevada
Date: 11/01/02
Page 1 of 2
EXHIBIT A
HOLDING COMPANY MODULE
SERVICE CHARGES
The monthly service fees for the Holding Company module are based on the number
of Account Records maintained on the System during each month. An "Account
Record" is defined as an end-customer account type including without limitation,
any open or closed DDA/Checking account, DDL account, Savings account,
Certificate of Deposit account, Loan account or Investor loan, that are
maintained on the System during the applicable month.
Description Service Fee
One Time Installation - invoiced in conjunction with signing of the
Addendum
Start Up Fee $1,250 plus out of pocket expenses*
*to be billed in conjunction with installation of additional modules
(Schedule C, III)
Monthly - Based on Account Volume - begins with completion of the
installation
No monthly charge - basic service in Schedule A
Monthly per Institution charge of $200 each and standard per account
charges.
Community Bank of Nevada
Date: 11/01/02
Page 2 of 2
ADDENDUM #9
ADDITIONAL SERVICES
PRIME-SERVICE BUREAU
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
between Aurum Technology Inc. ("AURUM") and Community Bank of Nevada
("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer;
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Services. AURUM will provide to Customer, as Additional
Services, the Information Technology, Inc. (ITI) Prime Data Warehouse and
Ad Hoc Reporting Module ("Prime"), including: Prime Service Bureau Server
Access; Application Extracts (templates) as requested and scheduled
(Exhibit B); installation of one (1) Prime Impromptu Administrator
workstation; retention of one version of the most current extracts; and
initial Prime report writing training. AURUM will provide such Additional
Services in accordance with this Addendum and the Agreement and such
services will be deemed Additional Services under the Agreement for all
purposes. AURUM agrees to make extract files available to Customer at the
earliest feasible time. Notwithstanding the foregoing, Customer
acknowledges that availability of the latest extract file is subject to
unforeseen delays due to high processing volumes or production problems,
and agrees that AURUM shall not be liable to Customer for such delays.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Services set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of the Agreement and of this
Addendum as follows: (i) Installation or set-up charges will be invoiced
in conjunction with signing of this Addendum; (ii) Monthly charges will
commence upon completion of the installation, but no later than 120 days
from commencement of the installation project (unless delays to
installation completion are attributable solely to Aurum). Customer may
expand the Additional Services provided hereunder, such as adding
additional users or licenses, upon request. Such expanded Additional
Services shall be subject to the pricing current as of the date of such
request.
3. Customer Responsibilities. Customer will (i) provide all hardware/software
necessary to meet ITI minimum requirements for Prime workstations and for
host connectivity, (ii) identify Customer personnel to be trained for
Prime who are thoroughly familiar with Microsoft Windows features and the
ITI applications; (iii) license Impromptu Administrator software; (iv)
assist with all security specifications necessary for the implementation
and testing of Prime; and (v) within sixty (60) days of completion of the
installation, convert existing Selective Management Access Reports (SMART)
to Prime and discontinue use of SMART scheduled for the same extract
frequency as Prime.
4. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
5. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
Community Bank of Nevada
Date: 11/01/02
Page 1 of 7
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxx Xxxxxx By: /s/ Xxxxx Xxxxxxxx
------------------- --------------------------
Printed Printed
Name: Xxxx Xxxxxx Name: Xxxxx Xxxxxxxx
Title: Senior Vice President, Premier Division Title: Executive Vice President
Date: 11-21-02 Date: 11/14/02
Community Bank of Nevada
Date: 11/01/02
Page 2 of 7
EXHIBIT A
PRIME SERVICE BUREAU
SERVICE CHARGES
The monthly service fee for Prime is based on the maximum number of Account
Records maintained on the System during each month. Monthly service fees will
not be prorated for a partial month An "Account Record" is defined as an
end-customer account type including without limitation, any open or closed
DDA/Checking account, DDL account, Savings account, Certificate of Deposit
account or Loan account, that are maintained on the System during the applicable
month. For purposes of this Additional Service, the Standard Frequency is
designated as: a Weekly extract after the Friday update and available on Monday
morning, and a Month End extract completed the first weekend following month end
and available on the following Monday morning. A Premium, Frequency designates a
Prime extract at any other time.
One Time Charges
Prime Set Up Fees and Installation/Training Charge -Invoiced in
conjunction with signing of the Addendum (Includes host module & standard
extract templates, 1 Administrator Workstation and up to 2 User
Workstations, 1 day of Training)
Server Access Set Up Fee $ 2,500
Prime Report Writing Training (1 day) $ + related travel expenses
Additional Training $ 960 per day
Additional Workstations $ 100 each
Additional Templates $ 50 each
Impromptu Administrator License*
Administrator & Advance Maintenance $ 1,194
Sequel User - required per User $ obtain quote
Impromptu User License*
User & Advance Maintenance $ 954
Sequel User-required per User $ obtain quote
Monthly Prime Server Charge - Based on Account Volume
0 - 15,000 $ 300
0 - Request Quote
* indicates charges that will be billed to you by ITI
Amend#9 PrimeSB
A-1
EXHIBIT A
PRIME SERVICE BUREAU
SERVICE CHARGES
Monthly STANDARD Extract Charge: Weekly (after Friday's update) - Month End (not
next day delivery)
Weekly Month End
------ ---------
0 - 15,000 included included
over 15,000 Request Quote
Monthly Database Retention - in addition to current version
Daily Extracts $ 10
Monthly $25.00
Additional Application Extracts
Per Application - Per Month $50.00
Amend#9 PrimeSB
A-2
EXHIBIT B
PRIME EXTRACT
STANDARD DAILY PRIME FILES
6 APPLICATIONS - 25 FILES
Central Information System
CIS Master File
CIS Addenda File
Flex Data
Demand Deposit Account
DDA Master File
DDA Transaction Overflow
DDA Loan Master File
DDA Addenda File
DDA Xxxx Description File
DDA Analysis History File
Financial Management System
FMS Account Master File
FMS Transaction File
FMS Transaction Description File
Savings Accounting System
SAV Master File
SAV Transaction Overflow
SAV Addenda File
SAV Xxxx Description File
Certificate of Deposit System
COD Master File
COD Transaction Overflow
COD Addenda File
COD Xxxx Description File
Loan Accounting System
LAS Line Master File
LAS Note Master File
LAS Addenda File
LAS Note Transaction File
Student Loan Master File
Amend#9 PrimeSB
B-1
EXHIBIT B
PRIME EXTRACT
STANDARD WEEKLY PRIME FILES
10 APPLICATIONS - 37 FILES
Central Information System Xxxx Payment Module
CIS Master File BPM Master File
CIS Addenda File BPM Transaction File
Flex Data BPM Checkfree Customer File
Demand Deposit Account Accounts Payable System
DDA Master File APS Invoice Master File
DDA Transaction Overflow APS Vendor File
DDA Loan Master File APS Invoice Expense File
DDA Addenda File APS History File
DDA Xxxx Description File
DDA Analysis History File Check Reconciliation System
CRS Client Master File
Financial Management System CRS Check Master File
FMS Account Master File
FMS Transaction File Retirement Reporting Module
FMS Transaction Description File RRM Customer File
RRM Plan File
Savings Accounting System RRM Account File
SAV Master File
SAV Transaction Overflow
SAV Addenda File
SAV Xxxx Description File
Certificate of Deposit System
COD Master File
COD Transaction Overflow
COD Addenda File
COD Xxxx Description File
Loan Accounting System
LAS Line Master File
LAS Note Master File
LAS Addenda File
LAS Note Transaction File
Student Loan Master File
Amend#9 PrimeSB
B-2
EXHIBIT B
PRIME EXTRACT
MONTH END PRIME FILES
20 APPLICATIONS - 56 FILES
Central Information System On-Line Loan Collection
CIS Master File OLC Collector File
CIS Addenda File OLC Master File
Flex Data OLC Transaction Addenda File
OLC Description Addenda File
Demand Deposit Account
DDA Master File Xxxx Payment Module
DDA Transaction Overflow BPM Master File
DDA Loan Master File BPM Transaction File
DDA Addenda File BPM Checkfree Customer File
DDA Xxxx Description File
DDA Analysis History File Financial Management System
FMS Account Master File
Savings Accounting System FMS Transaction File
SAV Master File FMS Transaction Description File
SAV Transaction Overflow
SAV Addenda File Accounts Payable System
SAV Xxxx Description File APS Invoice Master File
APS Vendor File
Certificate of Deposit System APS Invoice Expense File
COD Master File APS History File
COD Transaction Overflow
COD Addenda File Bond Accounting System
COD Xxxx Description File BAS Account Master File
BAS Source File
Loan Accounting System BAS Transaction File
LAS Line Master File
LAS Note Master File Check Reconciliation System
LAS Addenda File CRS Client Master File
LAS Note Transaction File CRS Check Master File
Student Loan Master File
Connect3 Electronic Banking
Debit Card Module Connect3 Transaction History File
Debit Card Master File Connect3 Caller Record
Safe Deposit Box System Fixed Asset System
SDB Master File FAS Master File
Retirement Reporting Module Stockholder Accounting System
RRM Customer File SHS Master File
RRM Plan File SHS Certificate Overflow File
RRM Account File SHS Plan Overflow File
ATM Processing System Teller Terminal Processing System
ATM Customer Summary File TTM History File
ATM Transaction Summary File
Stop Payments
Item Entry System
Amend#9 PrimeSB
B-3
AURUM TECHNOLOGY INC.
COMPLIANCE ADDENDUM (#10)
THIS COMPLIANCE ADDENDUM by and between Aurum Technology Inc., a Delaware
corporation with its principal place of business located in Plano, Texas
("Aurum"), and Customer, as identified below, (each of Aurum and Customer, a
"party," and collectively, the "parties") is made as of the later of the dates
on which the parties sign below and is intended by the parties to be an
amendment to each and every agreement between the parties relating to Aurum's
providing Customer information technology services.
DATA OWNERSHIP & PRIVACY
1. All information of Customer (including that of its customers) provided to
Aurum by Customer and contained in Aurum's data files, is the exclusive property
of Customer, and Aurum is only the custodian of that information. Except as may
be otherwise provided in an agreement (regardless of whether it is called a
schedule, addendum, contract, agreement or otherwise), both Aurum and Customer
(and, as to both parties, their employees, agents and independent contractors)
will receive and hold all information communicated to one by the other or the
other's affiliates, whether before or after the date of an agreement, in strict
confidence, will use such information only for purposes of an agreement and will
not disclose such information without the prior written consent of the other
party. Each party will take all commercially reasonable precautions to prevent
the disclosure to outside parties of such information including, but not limited
to, the terms of an agreement, except as required by legal, accounting or
regulatory requirements (including requirements of a Federal or state regulatory
authority with jurisdiction over Customer or Customer's business). If a party is
required to disclose any information of the other party in accordance with any
such legal, accounting or regulatory requirements, then such party will, unless
otherwise prohibited by law, promptly notify the other party of such requirement
and will cooperate with such other party (at their expense) in their efforts, if
any, to avoid or limit such disclosure (including, without limitation, obtaining
an injunction or an appropriate redaction of the information in question). The
provisions of this section will survive the expiration or termination of any or
all agreement(s).
2. Promptly after the termination or expiration of the term applicable to an
agreement and the payment to Aurum of all fees and charges due under such
agreement, Aurum will, at Customer's request and expense, return to Customer all
of Customer's information with respect to such terminated or expired agreement
in Aurum's then standard machine-readable format and media. The provisions of
this section will survive the expiration or termination of any or all
agreement(s).
3. Aurum will use commercially reasonable efforts to (a) ensure the security
and confidentiality of Customer information (including that of its customers),
(b) protect against any anticipated threats or hazards to the security or
integrity of such information and (c) protect against unauthorized access to or
use of such information that could result in substantial harm or inconvenience
to any Customer. Aurum will employ and maintain controlled access to systems in
its data centers and other facilities where such information is located.
4. Customer will inform Aurum prior to creating any connection to the
Internet or to any third-party computer network if such connection is made from
any point on Customer's computer network that is connected to Aurum's network.
Customer will, prior to making such a connection, first obtain (and Aurum will,
at Customer's request, provide a copy of) the firewall and Internet security
policy of Aurum and will abide by the rules contained in it as the same may be
amended from time to time to keep current with technology. Customer will be
solely responsible for complying with the most current requirements of such
policy.
BUSINESS CONTINUITY
5. Aurum will maintain for its own protection, with carriers that it deems in
its sole discretion appropriate and in amounts that it determines in its sole
discretion to be adequate, errors and omissions and employee dishonesty coverage
for its personnel and insurance coverage for loss from fire, disaster or other
causes contributing to interruption of normal services, reconstruction of data
file media and related processing costs, additional expenses incurred to
continue operations and business interruption to reimburse Aurum for losses
resulting from suspension of services due to physical loss of equipment.
6. Each party will develop, maintain and, as necessary in the event of
business interruption, execute a business resumption plan and will provide to
the other party, its auditors and regulators access to the plan and to plan test
results as such other party may reasonably request from time to time, including
such information that may be reasonably required to ensure that the plans are
compatible. Aurum will not provide access to information of other Aurum
customers.
7. Each party will be responsible for training its own personnel as required
in connection with all applicable contingency planning activities.
8. Each party's contingency planning activities will comply with such of the
following regulatory policies as may be applicable to Customer's business, as
the same may be amended or replaced from time to time: (a) Federal Deposit
Insurance Corporation, Financial Institution Letter FIL-68-97, dated July 14,
1997; (b) Federal Reserve System Supervision and Regulation, Number SR 97-15,
dated May 2, 1997; (c) Office of the Comptroller of the Currency, OCC 97-23,
dated May 16, 1997; (d) Office of Thrift Supervision, CEO Ltr 72, dated July 23,
1997; and (e) National Credit Union Administration, Letter to Credit Unions No.
97-CU-3, dated April 7, 1997. If compliance with any amendments or replacements
of these policies would significantly increase Aurum's cost of providing
products or services, Aurum will be entitled to increase the fees and charges
under an agreement by an amount that reflects a pro rata allocation of Aurum's
increased cost among the Aurum customers affected by the change.
EXAMINATIONS & AUDITS
9. Aurum will provide auditors and inspectors that Customer designates in
writing with reasonable access to its facilities during business hours for the
limited purpose of performing audits or inspections of Customer's business.
Aurum will provide the assistance to such auditors and inspectors as Aurum deems
reasonable. Customer will bear all expenses associated with such audit or
inspection and will also compensate Aurum for any services provided in
connection with the audit or inspection. Customer will insure that any audit or
inspection requested by Customer will be conducted without undue disruption to
Aurum's business or operations. Aurum will not (a) provide access to information
of other Aurum customers or (b) permit access to its facilities during such
times as Aurum deems that such access would be likely to create undue disruption
to its operations.
10. Each year during the term of an agreement, Aurum will provide to Customer,
at Customer's request and at no additional charge, one copy of Aurum's most
recent audited financial statements.
11. Aurum will provide to Customer, at Customer's request and at Aurum's then
standard charge, one copy of Aurum's most recent service auditor's report,
performed pursuant to nationally recognized auditing standards for service
organizations, applicable to the services provided by Aurum to Customer.
THE AUTHORIZED OFFICER OR REPRESENTATIVE OF EACH PARTY has signed this
COMPLIANCE ADDENDUM as a legally binding obligation of such party.
COMMUNITY BANK OF NEVADA AURUM TECHNOLOGY INC.
("CUSTOMER")
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxx X. Xxxxxx
------------------ ----------------------
Name: Xxxxx Xxxxxxxx Name: Xxxx X. Xxxxxx
Title: EVP/CFO Title: SVP
Date: 1/3/03 Date: 12-5-02
ADDENDUM NUMBER ELEVEN
ADDITIONAL SERVICES
COMMUNITY BANK OF NEVADA
THIS ADDENDUM ("Addendum") to the Agreement for Information Technology Services
("Agreement") between Aurum Technology Inc.("AURUM") and Community Bank of
Nevada ("Customer"), dated as of September 10, 1996, as amended or modified, is
between Customer and AURUM. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer;
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Service.
(a) In connection with AURUM'S provision of the Additional Service to
Customer, AURUM will install at the AURUM Data Center the ITI Delinquent
Child Support for All accounts module ("DCSA") for AURUM's use in
generating the Quarterly All Accounts File (as defined in subsection (b)
below).
(b) As directed by Customer, AURUM will provide to (i) Customer, (ii)
Customer's designated third party provider or (iii) the applicable
government agency (the "Reporting Agency"), a quarterly file of all open
Accounts Records (the "Quarterly All Accounts File") for purposes of
participating in the Child Support Performance and Incentive Act of 1998
and/or the Personal Responsibility and Work Opportunity Reconciliation Act
of 1996, as applicable (collectively, the "Financial Institution Data
Match Program").
(c) The Quarterly All Accounts File will contain such information about
Customer account holders as specified by the Financial Institution Data
Match Program.
(d) For purposes of this Addendum, an "Account Record" is defined as an
end-customer account type (including without limitation, any open or
closed DDA/checking account, savings account, certificate of deposit
account, loan account or Investor loan) plus general ledger accounts, that
are maintained on the AURUM Systems during the applicable month.
(e) AURUM will provide such Additional Service in accordance with this
Addendum and the Agreement and such service will be deemed an Additional
Service under the Agreement for all purposes. The term of this Addendum
shall be co-terminous with the Agreement
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Service set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of the Agreement.
DCS All February 28, 2001
1
3. Customer Responsibilities. Customer will (i) notify their respective
Reporting Agency that AURUM will be the transmitter of the Quarterly All
Accounts File, if applicable, and (ii) assist with establishing the ITI
DCSA module specifications as required by the Financial Institution Data
Match Program.
4. Privacy Laws. The parties acknowledge and agree that Customer will be and
remain the controller of information relating to Customer or its customers
("Customer Data") for purposes of all applicable laws relating to data
privacy, transborder data flow and data protection (collectively, the
"Privacy Laws"), and nothing in the Agreement or this Addendum will
restrict or limit in any way Customer's rights or obligations as owner
and/or controller of the Customer Data for such purposes. Customer will
indemnify, defend, and hold harmless AURUM from any and all actions,
damages, liabilities, costs, and expenses, including without limitation
reasonable attorney's fees and expenses, arising out of any claim, action
or cause of action made by any third party against AURUM relating to or
arising out of this Addendum or the Additional Service, except to the
extent such claim arose as a result of AURUM's gross negligence or willful
misconduct.
5. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
6. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
IN WITNESS WHEREOF, the parties have executed this Addendum as of May 7, 2001.
AURUM TECHNOLOGY INC. COMMUNITY BANK OF NEVADA
By: _________________________________ By: /s/ Xxxxx Xxxxxxxx
---------------------
Printed Printed
Name:________________________________ Name: Xxxxx Xxxxxxxx
Title:_______________________________ Title: C.F.O.
Date:________________________________ Date: 5/7/01
DCS All February 28, 2001
2
EXHIBIT A
FINANCIAL INFORMATION DATA MATCH
SERVICE CHARGES - ALL ACCOUNTS FILE
The monthly service fees for the Additional Service are based on the number of
Account Records maintained on the AURUM Systems at the end of each month.
Description
One Time Installation of the ITI Module Service Fee
--------------------------------------- -----------
Installation/Testing $750.00
Monthly
Number of Account Records
1 - 15,000 $ 92.00
1 - 36,000 $131.00
1 - 48,000 $164.00
1 - 64,000 $208.00
1 - 88,000 $267.00
Quote available for accounts over maximum listed
February 28, 2001
A-1
ADDENDUM NUMBER TWELVE
AURUM TECHNOLOGY INC.
ADDENDUM TO COMMUNITY BANK OF NEVADA
FOR ADDITIONAL SERVICES - eVision
THIS ADDENDUM (this "Addendum") by and between Aurum Technology Inc., a Delaware
corporation with its principal place of business located in Plano, Texas
("Aurum"), and Customer, as identified below, (each of Aurum and Customer, a
"party," and collectively, the "parties") is effective as of the date specified
below , and is intended by the parties to be an amendment to the agreement
between the parties relating to Aurum's providing Customer item processing
services (the "Agreement") for Information Technology Services dated November
11, 2001.
Unless otherwise specifically provided for herein, all other terms and
conditions of the Agreement remain in force and effect and are applicable to
this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Amendment and AURUM is willing to provide such
Additional Services to Customer;
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement as
follows:
1. Additional Services
Intranet Image Archive Access
Aurum will grant the ability for Customer to use the applicable
computer Intranet software (thin client) to retrieve Item Images by
utilizing Customer's LAN equipment and telecommunications circuitry
to access the Item Image archive located at the Aurum Transaction
Center. Aurum will authorize access to Item Images for up to
twenty-five (25) user workstations and allow the Customer permission
to define user administration.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Service set forth above, Customer will pay AURUM the amounts
set forth below. Charges for such services will be due and payable in
accordance with the terms of the Agreement.
ADDITIONAL SERVICE UNIT COST UNIT MEASURE
------------------ --------- ------------
MONTHLY
Intranet Image Archive Access 65.00 Per Month
(not to exceed 25
workstations) waived
until 3/1/2005
ONE-TIME
Migration to Intranet Image Archive Access waived Per Customer
There is a one-time charge of $900 that will be waived for the migration
to Intranet Image Archive Access application.
The one-time charge does not include supplies, forms, telecommunications
network design, telecommunications line installation and testing, data
communications equipment at Customer and Aurum Data Center locations, or
travel-related expenses. Additionally, the one-time charge does not
include Image Archive jukebox hardware, jukebox server hardware or jukebox
software which will be required at Customer's site and which will be paid
for by the Customer. The one time fee is payable on the Effective Date.
1
3. Except as expressly amended by this Addendum, the Agreement is ratified,
confirmed and remains unchanged in all respects and will be and remain in
full force and effect in accordance with its terms. Capitalized terms used
in this Addendum will be as defined in the Agreement unless otherwise
expressly defined in this Addendum.
4. This Addendum supersedes and replaces any prior agreement (written or
oral) as to its subject matter. If there is any conflict between the terms
and conditions of this Addendum and the terms and conditions of the
Agreement or any prior addendum to this Agreement, the terms and
conditions of this Addendum shall prevail.
5. Two (2) original copies of this Addendum will be executed and submitted to
Aurum by Customer. This Addendum will become effective when Aurum executes
this Addendum and, returns one of the executed copies to Customer.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the date set
forth above.
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
("CUSTOMER")
By: /s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxxxx
------------------- ----------------------
Name: Xxxx Xxxx Name: Xxxxx Xxxxxxxx
Title: President, Payment Services Title: Executive Vice President
Date: 03/22/04 Date: 2/3/04
2
ADDENDUM NUMBER THIRTEEN
ADDITIONAL SERVICES - DIRECTOR (IN HOUSE)
This ADDENDUM ("Addendum") to the Agreement for Information Technology Services
("Agreement" between Aurum Technology Inc. ("AURUM") and Community Bank of
Nevada ("Customer"), dated as of November 15, 2001, as amended or modified, is
effective from the date it is executed by AURUM and shall remain in effect for
the term of the Agreement. Capitalized terms used in this Addendum will be as
defined in the Agreement unless otherwise defined in this Addendum.
WHEREAS, Customer desires that AURUM provide certain Additional Services to
Customer as set forth in this Addendum;
WHEREAS, AURUM is willing to provide such Additional Services to Customer;
NOW, THEREFORE, AURUM and Customer hereby agree to amend the Agreement to
provide for such Additional Services as follows:
1. Additional Services. In connection with AURUM's provision of the
Additional Service to Customer AURUM will: install at the AURUM Data
Center the Information Technology, Inc, (ITI) Premier Director Report
Archive ("Director COLD") including all related programs and reports and
file transfer software. AURUM will provide such Additional Services in
accordance with this Addendum and the Agreement and such services will be
deemed Additional Services under the Agreement for all purposes.
2. Payments to AURUM. In consideration for the provision by AURUM of the
Additional Services set forth above, Customer will pay AURUM the amounts
set forth in Exhibit A attached hereto. Charges for such services will be
due and payable in accordance with the terms of this Addendum and the
Agreement. Customer may expand the Additional Services provided hereunder,
such as adding additional users or licenses, upon request. Such expanded
Additional Services shall be subject to the pricing current as of the date
of such request.
3. Customer Responsibilities. Customer will be responsible for: (i)
contracting with ITI for purchase, configuration and installation of
required Premier Director server hardware and software, (ii) support of
all Premier Director server software and hardware and User software;
(iii); providing all necessary hardware required by Aurum for the delivery
of reports; (iv) assisting Aurum with the installation of the file
transfer software; (v) upgrading all Premier Director server and User
software as scheduled and instructed by Aurum; and, (vi) assisting with
all security specifications necessary for the implementation and testing
of Director COLD.
4. Confirmation of Agreement. Except as amended by this Addendum, the
Agreement will be and remain in full force and effect in accordance with
its terms.
5. Execution of Addendum. Four (4) original copies of this Addendum will be
executed and submitted to AURUM by Customer. This Addendum will become
effective as of the date set forth below when AURUM executes this
Addendum. AURUM will return one of the executed copies to Customer.
AURUM TECHNOLOGY INC COMMUNITY BANK OF NEVADA
By: /s/ Xxxx Xxxx By: /s/ Xxxxx Xxxxxxxx
-------------------- ---------------------
Printed Printed
Name: Xxxx Xxxx Name: Xxxxx Xxxxxxxx
Title: SVP Title: Executive Vice President
Date: 11/29/03 Date: 11/29/03
Community Bank of Nevada
Date: 01/09/2004
Page 1 of 2
EXHIBIT A
PREMIER DIRECTOR COLD
SERVICE CHARGES
The monthly service fees for the Director COLD are based on the number of
Account Records maintained on the System during each month. Monthly service fees
will not be prorated for a partial month. An "Account Record" is defined as an
end-customer account type including without limitation, any open or closed
DDA/Checking account, Savings account, Certificate of Deposit account or Loan
account, that are maintained on the System during the applicable month.
One Time Charges (Invoiced in conjunction with signing of the Addendum)
Set Up and Installation Charge $3,250
Monthly Charges - Based on Account Volume - begins with completion of the
installation
Base Fee
--------
0 - 15,000 $ 360
0 - 24,000 $ 575
0 - 36,000 Request Quote
Deliver Fee $ 250
Community Bank of Nevada
Date: 01/09/2004
Page 2 of 2
