EXHIBIT 10.2
SIXTH AMENDMENT TO SERVICE AGREEMENT
This Sixth Amendment to Service Agreement made and entered into this 15 day of
January, 1997 by and between Oak Brook Bank, 0000 Xxxxxxxxx Xxxxxx, Xxx Xxxxx,
Xxxxxxxx 00000 ("Buyer") and First Data Resources Inc., 0000 Xxxxxxx Xxxxxx,
Xxxxx, Xxxxxxxx 00000 ("FDRI").
W I T N E S S E T H:
WHEREAS, Buyer and FDRI heretofore entered into a Service Agreement dated as
of November 22, 1991 as amended by Amendments to Service Agreement dated
September 2, 1994, March 1, 1996, March 1, 1996, June 19, 1996, January 15,
1997(the "Service Agreement"); and
WHEREAS, Buyer and FDRI now desire to amend the Service Agreement as
hereinafter more particularly set forth;
NOW, THEREFORE, Buyer and FDRI hereby agree as follows:
1. Exhibit "A", Section III of the Service Agreement is hereby amended by the
addition of the following, effective upon the Commencement Date (for purposes of
this Amendment, the Commencement Date shall be the date FDRI first notifies
Buyer that the CD-ROM Services set forth below become available to Buyer):
"CD-ROM
Services The storage, on Compact Disc-Read Only Memory ('CD-ROM'), of
any items (including but not limited to Cardholder Statements,
Merchant Statements and Reports) selected by Buyer which are
currently available on Microfiche for purposes of record
retention, accessing and archival purposes. Buyer, at its
option, may elect to utilize the CD-ROM Services, Microfiche
Services and/or On-Line Report Services for the same items.
Notwithstanding anything in this Agreement to the contrary,
Buyer is responsible for determining the acceptance of the CD-
ROM Services under state and Federal regulations, including but
not limited to obligations to retain information for a
specified period of time, signature verification and the
admissibility of documents into evidence. It is Buyer's
responsibility to keep written or microform records, if such
are required under state and Federal regulations because of the
limited acceptance or admissibility of the CD-ROM Services or
the technology to be used under this Agreement to provide the
CD-ROM Services.
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Virtual CD-ROM
Services The delivery to Buyer, via tape or transmission media other
than CD-ROM, of all information currently available from FDRI
on CD-ROM for use by Buyer in Buyer's in-house imaging system
for record retention, accessing and archival purposes. Buyer,
at its option, may elect to utilize the Virtual CD-ROM Services
for its imaging system, CD-ROM Services, Microfiche Services
and/or On-Line Report Services for the same items. Buyer
understands and agrees that the Virtual CD-ROM Services are an
information delivery system only and that FDRI shall not be
responsible for the long-term integrity of any data delivered
to Buyer by FDRI via Virtual CD-ROM Services. Buyer shall be
responsible for (i) assessing the compatibility of the Virtual
CD-ROM Services to Buyer's imaging system and (ii) determining
the acceptance of Buyer's imaging system under state and
Federal regulations, including but not limited to obligations
to retain information for a specified period of time, signature
verification and the admissibility of documents into evidence."
2. Exhibit "B", Section II-c of the Service Agreement is hereby amended by
the addition of the following, effective on the Commencement Date:
"CD-ROM Service Fees:
Cardholder Statements (Including Enterprise Presentation Cardholder
Statements) (Production and mailing of the items four (4) Business Days
after daily cycle completion)
Per Page Monthly
Delivery Options Charge Minimum
---------------- -------- -------
(i) 500,001 or more statement
data pages per month; unlimited
CD-ROM Bundles per month $.0129 None
(ii) 100,001 - 500,000 statement
data pages per month; not more
than 0 XX-XXX Xxxxxxx xxx xxxxx x.0000 Xxxx
(xxx) 100,000 or less statement
data pages per month; not more
than 3 CD-ROM Bundles per month $.0129 $575.00
If, during any calendar month, Buyer requests that FDRI provide either
(a) CD-ROM Bundles in excess of the quantities provided for in the
applicable subparagraph set forth above or (b) Summary CD-ROM Bundles,
then
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Buyer shall pay FDRI $475.00 for each such additional or Summary CD-ROM
Bundle.
MERCHANT STATEMENTS (Production and mailing of the items at the following number
of Business Days after daily cycle completion)
Per Page Monthly
Delivery Options Charge Minimum
---------------- -------- -------
(i) 4 Business Day turnaround;
unlimited CD-ROM Bundles per
month $.0129 $325.00
(ii) 5 Business Day turnaround;
unlimited CD-ROM Bundles per
month $.0129 $225.00
(iii) 6 Business Day turnaround;
unlimited CD-ROM Bundles per
month $.0129 $150.00
REPORTS (Production and mailing of the items at the following number of Business
Days after daily cycle completion)
Per Page Monthly
Delivery Options (Stand-alone) Charge Minimum
------------------------------ -------- ---------
(i) 4 Business Day turnaround;
unlimited CD-ROM Bundles per
month $.0129 $1,950.00
(ii) 4 Business Day turnaround;
not more than 5 CD-ROM Bundles
per month $.0129 $ 750.00
(iii) 4 Business Day turnaround;
not more than 3 CD-ROM Bundles
per month $.0129 $ 575.00
If, during any calendar month, Buyer requests that FDRI provide CD-ROM Bundles
in excess of the quantities provided for in the applicable subparagraph set
forth above, then Buyer shall pay FDRI $475.00 for each such additional CD-ROM
Bundle.
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Delivery Options (In Combina- Per Page Monthly
tion With OARS Services) Charge Minimum
------------------------ -------- -------
(i) Day 61 turnaround (following
OARS); unlimited CD-ROM Bundles
per month $.0129 $1,950.00
(ii) Day 61 turnaround (following
OARS); not more than 5 CD-ROM
Bundles per month $.0129 $ 750.00
(iii) Day 61 turnaround
(following OARS); not more than
3 CD-ROM Bundles per month $.0129 $ 575.00
If, during any calendar month, Buyer requests that FDRI provide CD-ROM
Bundles in excess of the quantities provided for in the applicable
subparagraph set forth above, then Buyer shall pay FDRI $475.00 for
each such additional CD-ROM Bundle.
Other Items
For any other items which Buyer desires to store on CD-ROM and for which FDRI
agrees to provide CD-ROM Services, Buyer and FDRI shall, prior to the
commencement of such services, mutually agree upon the terms and conditions
(including pricing, frequency and any volume limitations) for such CD-ROM
Services.
For each duplicate copy of a CD-ROM Bundle, Buyer shall pay FDRI $75.00.
For each original or revised Cardholder Statement form overlay, Buyer shall pay
FDRI a one-time charge of $250.00.
For any computer programming or other technical services performed by FDRI on
behalf of Buyer in connection with the CD-ROM Services performed by FDRI on
behalf of Buyer, Buyer shall pay FDRI at FDRI's then current standard rates for
such services. Such rates shall be provided to Buyer by FDRI upon request.
A CD-ROM Bundle, for purposes of the Cardholder Statements on CD-ROM and
Merchant Statements on CD-ROM Services, consists of three (3) copies, one for
Buyer, one for archive and one for Buyer's customer service representative. A
CD-ROM Bundle, for purposes of the Reports on CD-ROM Services, consists of two
(2) copies, one for Buyer, and one for archive. A Summary CD-ROM Bundle
summarizes previously produced CD-ROM Bundles.
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Buyer shall provide at its expense the minimum personal computer configuration
set forth below:
386/486 Processor with Hard Drive (486 preferred)
8 MB RAM (12 MB preferred)
3.1 Windows
Mouse
14" VGA Color Monitor (SVGA preferred)
CD-ROM Drive (double speed)
Laser Printer
Virtual CD-ROM Service Fees
(produced 4 Business days following
cycle completion) $.0097/data page
The price above for Virtual CD-ROM Services does not include and Buyer shall pay
FDRI at the rates set forth in this Exhibit 'B' for any applicable interface
services performed in connection with the Virtual CD-ROM Services including but
not limited to magnetic tape or transmission services. The price above for
Virtual CD-ROM Services does include the production and storage by FDRI of any
archival CD-ROM disc(s) containing the Virtual CD-ROM delivered to Buyer."
3. As hereby amended and supplemented, the Service Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to
Service Agreement the day and year first above written.
FIRST DATA RESOURCES INC. OAK BROOK BANK
By: /s/ XXXX XXXX By: /s/ XXXXX X. XXXXX
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Title: Executive Vice President Title: ASSISTANT VICE PRESIDENT
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By: /s/ XXXXX XXXXXXXX
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Title: SENIOR VICE PRESIDENT
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