Exhibit 10.31
Thirteenth Amendment to Data Processing Agreement dated
December 1, 1995 by and between ALLTEL Financial
Information Services, Inc. (formerly Systematics
Financial Services, Inc.) and Xxxxxxx Bank (formerly
Xxxxxxx Xxxxx Services Corp.).
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THIRTEENTH AMENDMENT
TO
DATA PROCESSING AGREEMENT
This Thirteenth Amendment ("Thirteenth Amendment") is effective as of
the 1st day of December, 1995 ("Thirteenth Amendment Effective Date") and
amends and supplements that certain Data Processing Agreement ("Agreement")
dated as of the first day of December, 1991 by and between Xxxxxxx Bank
(formerly Xxxxxxx Xxxxx Services Corp.) ("Client") and ALLTEL Financial
Information Services, Inc. (formerly Systematics Financial Services, Inc.)
("ALLTEL Financial").
W I T N E S S E T H:
WHEREAS, Client desires ALLTEL Financial to provide certain one-time
services to define and implement Client's Standard Hardware and Software
Configuration and to provide ongoing management of Client's distributed
computer environment; and
WHEREAS, ALLTEL Financial is willing to provide such services pursuant
to the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. ALLTEL Financial shall assist Client in the definition of Client's
Standard Hardware and Software Configuration by performing the following one
time tasks:
(i) defining the hardware and software standards and
requirements;
(ii) establishing a process for managing the computer
network;
(iii) planning for implementation of the Standard
Hardware and Software Configuration;
(iv) implementing the Standard Hardware and Software
Configuration in a pilot mode and defining the
procedure and schedule for utilization.
2. ALLTEL Financial shall coordinate and implement the following tasks
for the Standard Hardware and Software Configuration as directed by Client:
(i) upgrade of existing hardware to established
standards;
(ii) upgrade of existing software to current releases;
(iii) training of personnel on software standards;
(iv) installation of additional hardware and software
as needed;
(v) definition of Client's ongoing training program.
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3. ALLTEL Financial shall perform an annual review of Client's LAN/WAN
environment and present the recommendations resulting from such review to
Client's senior management.
4. ALLTEL Financial shall assist Client in the establishment of a
strategic technology plan which shall include business strategies for each of
Client's business areas, alternative delivery systems, a plan for the
connection of Client's locations, a plan for central coordination of critical
network resources and the ongoing revision and review of the strategic
technology plan as appropriate.
5. ALLTEL Financial shall provide the following services ("DCS
Services") beginning on the Thirteenth Amendment Effective Date and
continuing until the earlier to occur of the termination of the DCS Services
pursuant to Section 7 below or the expiration or termination of the
Agreement:
(i) Equipment and Software Services. ALLTEL Financial
shall acquire, install, maintain, replace and
provide inventory control of information
technology equipment and software for Client. The
financial responsibility for the procurement,
maintenance and replacement of such equipment and
software shall be Client's.
(ii) LAN/WAN Administration. ALLTEL Financial shall
manage and administer Client's local area networks
and wide area network connections and will
coordinate with Client's vendor(s) for support of
the wide area networks. ALLTEL Financial shall
provide Client an annual review of Client's
LAN/WAN networks which shall include suggestions
for upgrades, modifications or other changes.
ALLTEL Financial shall work with Client to develop
a migration plan for implementing and upgrading
the LANs to support Client's business plans.
(iii) Help Desk Services. ALLTEL Financial shall
provide help desk functions with a comprehensive
set of services to support Client's PC end users.
Such comprehensive set of services would include
using the help desk to order equipment, check on
equipment status, report on equipment, software or
operational problem, ask for basic assistance on
systems supported by the help desk, provide help
with logons, security and other system services,
request services, check on status of outstanding
service requests and obtain information on
products and services.
(iv) Training Advisory Services. ALLTEL Financial
shall develop a training program for Client's end
users. ALLTEL Financial shall coordinate with
Client to define the needs of the end users and
the technology needs of major users. Training
will be built in the
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application implementation plan for the Standard
Hardware and Software Configuration described
above. ALLTEL Financial will coordinate the
ongoing training requirements for Client during
the term of this Agreement.
(v) Applications Management. ALLTEL Financial shall
provide technical support services for all
applications listed in Item 8 of this Thirteenth
Amendment. Such services would include
installation and testing of new releases,
customization services consistent with Client's
standards, troubleshooting, coordination with
software providers and technical support for the
help desk.
(vi) Management Functions. ALLTEL Financial shall
provide certain management functions including
vendor management, call tracking and service
history and monthly activity reporting.
(vii) Disaster Recovery Plan. ALLTEL Financial shall
assist Client in developing a disaster recovery
plan after the specific configuration
specifications for Client's network environment
have been completed.
(viii) Consulting. ALLTEL Financial will provide Client
consulting services on a mutually agreed basis.
6. To provide the DCS Services to Client, ALLTEL Financial shall
provide the following staff ("DCS Staff"): Help Desk Personnel (2); PC
Technical Specialists, LAN/WAN Staff (3); Project Manager for eighteen months
(1). Client shall be afforded the opportunity to interview prospective DCS
Staff applicants, examine such applicant's qualifications, and provide
comments to ALLTEL Financial. ALLTEL Financial shall give due regard to such
comments by Client and will take appropriate action within the discretion of
ALLTEL Financial.
In the event the service requirements related to Client's Standard
Hardware and Software Configuration or the applications supported pursuant to
this Thirteenth Amendment either increases or decreases, Client and ALLTEL
Financial mutually agree to adjust staffing levels.
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7. In consideration of the provision of the DCS Services by ALLTEL
Financial, Client shall, in addition to all other fees payable under the
Agreement, pay ALLTEL Financial in accordance with the following schedule:
CONTRACT YEAR MONTHLY FEE
ONE 12-95 to 11-96 $38,333
TWO 12-96 to 11-97 $34,167
THREE 12-97 to 11-98 $32,083
FOUR 12-98 to 11-99 $32,083
FIVE 12-99 to 11-2000 $32,083
SIX 12-2000 to 11-2001 $32,083
SEVEN 12-2001 to 6-2002 $32,083
For the purposes of this Section only, a "Contract Year" is a twelve
month period beginning on the Thirteenth Amendment Effective Date or each
anniversary of the Thirteenth Amendment Effective Date and continuing until
the next anniversary or the expiration of the Agreement, whichever occurs
first.
The fees set out in this Section shall be adjusted in accordance with
Section 7 of Exhibit C to the Agreement as amended in the Eleventh and
Twelfth Amendments. The fees set out in this Section shall be included in
any calculations of any fees for termination pursuant to Sections 10.4 or
10.5 of the Agreement. Section 7.1 (c) of the Agreement shall not apply to
the personnel provided under this Thirteenth Amendment.
The DCS Services and the parties' obligations under this Thirteenth
Amendment may be terminated, without cause, by Client prior to the expiration
or termination of the Agreement upon the satisfaction of each of the
following conditions:
(a) Client shall give written notice ("Early Termination Notice") to
ALLTEL Financial of Client's intention to terminate the DCS Services pursuant
to this Section;
(b) Such Early Termination Notice shall specify a date ("Early
Termination Date") which is at least six (6) months after the receipt by
ALLTEL Financial of the Early Termination Notice;
(c) The Early Termination Date may not occur prior to the second annual
anniversary of the Thirteenth Amendment Effective Date;
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(d) Client shall pay a fee with the Early Termination Notice equal to
the following percentages of the fees payable under this Thirteenth Amendment
between the Early Termination Date and the Expiration Date:
Applicable Period Percent of Remaining Fees
from Early Termination Date
Months 01 - 24 No Termination
Months 25 - 48 30%
Months 49 - 60 25%
Months 61 and after 20%
(e) Client shall reimburse ALLTEL Financial for any expenses incurred
as a result of such termination including but not limited to severance pay
and relocation of the DCS Staff and the book value of software and/or
hardware purchased by ALLTEL Financial for the performance of the DCS
Services. Upon such termination, Client may offer employment to members of
the DCS Staff, to be effective only after the Early Termination Date.
8. The applications to be supported by the DCS Services include the
following or others mutually agreed upon by the parties:
Banking Applications:
FTI's LoanCalc
Customer Insight - MCIF
Loan Mor
Call Management Software
Leasing Software
Insurance Software
Branch Xxxxxx
XXXX Software
XXX Software
Office Systems Applications Components (or any replacements)
WordPerfect
Lotus 0-0-0
Xxxxxxx
Xxxxxxx Graphics
SMART Mail (host based)
Noteworks
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ALLTEL Financial applications
XXXX
ALMS
FMS Report Writer
On-Line Collections
3270 Communications Software
Attachmate - Gateway
Xxxx - direct host connect
9. ALLTEL Financial may subcontract any or all of the DCS Services but
shall remain responsible to Client for the performance of all the DCS
Services.
10. Proposed Support Standards for the DCS Services are attached hereto
in Exhibit 13-A. Such Support Standards shall be reviewed by each party,
modified, if needed and agreed to by the parties within ninety (90) days of
the Thirteenth Amendment Effective Date. This Thirteenth Amendment is
subject to Sections 9.6, 9.7, and 9.8 of the Agreement if ALLTEL Financial
fails to reasonably perform to the agreed to Support Standards for these DCS
Services.
11. All references in the Agreement to "Systematics" or "SI" shall be
deemed to refer to ALLTEL Financial.
12. All terms and conditions of the Agreement not amended herein remain
in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Thirteenth Amendment
by their duly authorized representatives as of the Thirteenth Amendment
Effective Date.
ALLTEL FINANCIAL INFORMATION XXXXXXX BANK
SERVICES, INC.
BY: /s/ J. Xxxxxxx Xxxx BY: /s/ Xxxx X. Xxxxxxxxxx
NAME: J. Xxxxxxx Xxxx NAME: Xxxx X. Xxxxxxxxxx
TITLE: Senior Vice President TITLE: President - Operations
and Technology Division
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EXHIBIT 13-A
PROPOSED SUPPORT STANDARDS
OBJECTIVE STANDARD
Response to phone calls The Help Desk will have a live
person answering calls from 8:00
a.m. to 5:00 p.m. M-F and an on
call person 24 hours a day, seven
days a week. Ninety-five percent
of calls will be returned within
30 minutes. If the Help Desk
technicians are on the phone or
busy, the user will have the
option to leave a voice message or
roll to an attendant who xxxx xxxx
a technician.
Hardware repairs All DCS hardware issues will be
forwarded to a technician within
one hour of call from user. The
technician will respond to user
within 4 hours after notification.
The DCS hardware problem will be
resolved within 48 hours for
standard configuration
workstations. Requests for repair
of non-standard configurations
will be resolved as soon as
possible.
Critical Problems All critical DCS hardware issues
will be assigned to a technician
immediately and the technician
will be dispatched within 1 hour
of the call. The technician will
be on-site within 2 hours (unless
geographical location will not
allow). The problem will be
resolved within 12 hours of
initial call if hardware part is
available immediately; otherwise
the problem will be resolved
within 12 hours of component
availability.
Standard Pricing ALLTEL Financial will submit
pricing request to vendor on "same
day" of Client request.
Ordering Place order within 24 hours of
receiving proper authorization.
Installation of hardware, Within 5 working days of item
software, and individual received.
upgrades
Special projects - new LAN To be completed by date agreed
installs, new applications, upon by ALLTEL Financial and
and major new application Client.
release, etc.
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