EXHIBIT 10.21
[CSI LOGO]
DATA PROCESSING AGREEMENT
This is a Data Processing Agreement made and entered into as of this
10th day of March, 2001, by and between COMPUTER SERVICES, INC., a Kentucky
corporation, which has its principal place of business at 0000 Xxxxxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxxx 00000-0000 ("CSI"), and SOUTHERN COMMUNITY BANK, which has its
principal place of business at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
(the "Customer").
RECITALS
A. CSI is engaged in the business of providing data processing services
to, and operating data processing systems for, depository financial
institutions.
B. The Customer is a depository financial institution which desires that
CSI provide data processing services to it and operate a data processing system
for it.
In consideration of the mutual promises exchanged, the parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 "Agreement," unless the context otherwise requires, means this Data
Processing Agreement and all Supplemental Agreements relating to data processing
entered into between CSI and the Customer from time to time.
1.2 "CRC" means CSI's Customer Resource Center described in section 2.6 of
this Agreement.
1.3 "CRT" means a cathode ray tube display computer terminal connected
through a telecommunications network with CSI's data processing system.
1.4 "Customer," unless the context otherwise requires, means the party
other than CSI executing this Agreement and also includes the Customer's
officers, employees, agents, representatives, or other persons or companies who
are in any manner employed by or affiliated with the Customer.
1.5 "Customer Service Representative" means a full-time employee of CSI to
whom CSI assigns the responsibilities described in section 2.7 of this
Agreement.
1.6 "DP Coordinator" means one or more full-time employee(s) of the
Customer to whom the Customer assigns the responsibilities described in section
2.7 of this Agreement.
1.7 "Supplemental Agreements" means any and all of a series of Supplemental
Data Processing Agreements so denominated entered into between the parties, from
time to time, which govern particular aspects of the relationship between CSI
and the Customer in regard to data processing and related services.
1.8 "Transaction Data" means that data which is necessary and incidental to
the services which CSI agrees to provide as more particularly set forth in
specific Supplemental Agreements.
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1.9 "Validate," "validated," "validating" and "validation" shall mean the
process by which the Customer confirms the validity of, to test and prove, and
to indicate the Customer's satisfaction with: (i) the sufficiency of selected
data processing option parameters and modifications thereof; and (ii) each day's
processing including without limitation all calculations.
ARTICLE II
DATA PROCESSING SERVICES
2.1 SERVICES. CSI agrees to provide the data processing services to the
Customer which are specifically described in, and subject to, the terms and
conditions of the Supplemental Agreements.
2.2 EQUIPMENT. CSI will acquire and utilize the computer hardware,
software, systems and procedures, including appropriate backup protection,
necessary to provide to the Customer the data processing services.
2.3 SYSTEM CONVERSION. The Customer will fully cooperate with CSI in
converting the Customer's data processing applications as described in the
Supplemental Agreements. The Customer agrees to use its best efforts to enable
CSI to complete conversion of all applications as soon as is reasonably
practicable.
2.4 TRAINING. CSI will provide to the Customer CSI's standard training
program for the purpose of training the Customer's personnel in the proper use
of CSI's procedures, systems and reports. The Customer will provide competent
personnel for the training and will cooperate with CSI in scheduling the
training in conjunction with the Customer's conversion to CSI's data processing
system. If requested by the Customer, any training in addition to that provided
by CSI's standard training program will be provided at CSI's standard rates for
additional training then in effect.
2.5 CUSTOMER SELECTED OPTIONS. CSI will make available to the Customer a
selection of option parameters relating to bank control records. The Customer
acknowledges that some of these options can be modified through a CRT from the
Customer's location by the Customer and other options can only be modified by
CSI in the CRC. The Customer is responsible for making the selection among the
available option parameters or modifications thereof. The Customer is
responsible for designating the Customer's personnel authorized to select the
options or make modifications thereof. When option modifications are made, the
Customer is responsible for validating, on the earlier of the first processing
day or first processing cycle in which the selected modification is able to be
validated, that the options or modifications thereof perform as desired.
2.6 CUSTOMER RESOURCE CENTER. CSI will provide a Customer Resource Center
staffed by CSI's personnel to provide service assistance to the Customer seven
(7) days a week, twenty-four (24) hours a day. As of the date of this Agreement,
the CRC is manned from 7:00 a.m. to 5:00 p.m. Central Time, Monday through
Friday, and from 8:00 a.m. until 11:30 a.m. Central Time on Saturday. After
regular scheduled hours CSI will have a representative on-call to provide
assistance as needed. CSI reserves the right to change the CRC schedule from
time to time, but will give prompt notice to the Customer of any change. The CRC
can be accessed by the Customer via the use of CSI's electronic mail system
through CRTs or by telephone. Electronic mail service is available as of the
date of this Agreement until 5:00 p.m. Central Time, Monday through Friday, and
the regular operating hours on Saturday.
2.7 ACCOUNT PLANNING RELATIONSHIP. CSI will designate a Customer Service
Representative who will be responsible for coordinating planning of the service
usage by the Customer; coordinating training of the Customer's personnel;
periodic review of contacts with the CRC; and the overall responsibility for
satisfaction and efficiency of use of CSI's services by the Customer. The
Customer will designate a DP Coordinator who shall have the same
responsibilities as outlined above for CSI's Customer Service Representative on
behalf of the Customer. The DP Coordinator shall also be responsible for
ensuring the timely validation of results of processing and coordinating the
Customer's activities which involve contact with the CRC.
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ARTICLE III
TERM
3.1 ORIGINAL TERM. This Agreement shall be effective as of the date first
above written, but any reference in this Agreement to the term during which
actual data processing services (in contradistinction to services in connection
with system(s) conversion) are to be provided hereunder shall mean a term of
five (5) years commencing (i) for a new Customer, on the first day of the
calendar month immediately following the month in which the Customer's demand
deposit system is actually converted to CSI's data processing system; or (ii) if
the Customer's demand deposit system has already been converted to CSI's data
processing system, on the date first above written.
3.2 RENEWAL TERM. The term of this Agreement shall be automatically
renewed, without notice, for a new period of the same length in time as the
original period specified in section 3.1 following the expiration of each
preceding term, and shall continue to be renewed automatically until this
Agreement is terminated as provided in this paragraph. By written notice to the
other party at its address as stated above, given at least one hundred eighty
(180) days prior to the last day of the then existing term, either party may
terminate this Agreement at the expiration of the original term or any renewal
term, as the case may be. If proper written notice of termination is given, this
Agreement shall then terminate on the last day of the then existing term.
3.3 EXTENDED TERM. If the Customer gives the notice contemplated in section
3.2, but nonetheless requests that CSI continue to provide data processing
services, CSI may, at its option, upon the expiration of the term continue to
provide such services on a month-to-month basis. The month-to-month agreement
for continuing services may be terminated by either party upon thirty (30) day's
advance written notice. During the month-to-month agreement period, the data
processing services will be provided subject to the terms and provisions of this
Agreement, including the Supplemental Agreements, except for charges for
services, which may be changed by CSI from time to time and which shall be at
CSI's then current charge for month-to-month services.
ARTICLE IV
CHARGES FOR SERVICES
4.1 SERVICE CHARGE. The Customer agrees to pay to CSI the charges as
specified in the Supplemental Agreement(s) attached hereto, less a five percent
(5%) discount on processing services (does not include non-processing services
or products such as phone line charges, supplies, equipment, software for
operation on customer's equipment, consulting services separately agreed to,
etc.). The charges for the data processing services shall remain in effect for
the first year of this Agreement. Thereafter, CSI shall have the right to
increase charges once each year. CSI agrees that such increase(s) will not
exceed the increases in the Consumer Price Index (CPI). As used herein, the term
Consumer Price Index means the Consumer Price Index published by the United
States Department of Labor, Bureau of Labor Statistics, urban consumers, all
cities average, 1982 - 1984 = 100. These adjustments may be cumulative. In any
event, prices will not be raised greater than the CSI then current standard
prices applicable to all CSI customers. CSI has the right to implement any such
increase upon thirty (30) day's advance written notice to the Customer.
4.2 OTHER CHARGES. There shall be added, at the option of CSI, to the
charges under this Agreement amounts equal to any taxes, however designated,
levied, or based, on such charges, or on this Agreement, including state and
local sales, privilege or excise taxes based on gross revenue, and any taxes or
amount in lieu thereof paid or payable by CSI in respect of the foregoing,
exclusive, however, of taxes based on CSI's net income. Additionally, any
services performed by CSI for the Customer which are not specifically
established by this Agreement, including any Supplemental Agreements, shall be
billed to the Customer at CSI's standard time and materials rates as may be in
effect at the time the services are performed.
4.3 LATE CHARGES. The Customer shall pay all charges to CSI within ten (10)
days from the date of CSI's invoice. Any charges not paid within ten (10) days
of the invoice will bear interest at the rate of one and one-half percent
(1 1/2%) per month (or fraction thereof).
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ARTICLE V
CUSTOMER'S INPUT-DELIVERY
5.1 TRANSACTION DATA-QUALITY. The Customer agrees to timely prepare and
transmit or deliver Transaction Data to CSI in accordance with the terms and
provisions of this Agreement. The Transaction Data will be in accordance with
the uniform format and procedures specified from time to time by CSI. The
Customer understands, acknowledges and agrees that the quality of processing
services received is affected by the quality of the Transaction Data, and
therefore, further understands, acknowledges and agrees that the responsibility
for the quality of the Transaction Data submitted by the Customer to CSI or
received by CSI from a third party, including but not limited to Federal Reserve
or automated clearinghouse transactions, rests with the Customer. The Customer
will maintain edit, verification and procedural check points sufficient to
determine the accuracy of all Transaction Data transmitted or delivered.
5.2 DATA BACKUP. The Customer will be solely responsible for providing and
maintaining adequate source Transaction Data backup and/or retention to allow
subsequent reconstruction of Transaction Data. The backup will be retained by
the Customer until the Customer is satisfied the source Transaction Data would
no longer be useful in the reconstruction of Transaction Data.
5.3 DELIVERY. The Customer is responsible for the cost to deliver
Transaction Data (by common carrier, courier service, electronic transmission,
or otherwise) from the Customer's office to CSI and to deliver the data and
results from CSI to the Customer's office or other location designated by the
Customer. Unless expressly governed by a Supplemental Agreement, all risk of
loss or damage to the Transaction Data of the Customer or data and results from
CSI during delivery shall be at the exclusive risk of the Customer; provided,
however, that any courier service delivery initiated by CSI's personnel shall be
at the risk of CSI unless expressly governed by a Supplemental Agreement.
ARTICLE VI
CONFIDENTIALITY-SYSTEM OWNERSHIP
6.1 PROTECTION OF MATERIALS OF CSI-OWNERSHIP. The Customer understands,
acknowledges and agrees that the computer programs, system and design
specifications, documentation, forms and other system materials used by CSI to
provide the services are trade secrets of CSI and any disclosure thereof to
third parties will result in substantial monetary loss and irreparable damage to
CSI. The Customer agrees not to disclose such trade secrets to any third party,
nor to make any use of them not contemplated by this Agreement, and to treat the
same confidentially and to safeguard them. All user manuals, computer tapes,
disks, programs, specifications and enhancements developed in connection with
the services are and shall remain at all times during and after the term of this
Agreement the exclusive property of CSI.
6.2 PROTECTION OF CUSTOMER DATA. CSI agrees not to disclose Transaction
Data to any third party, nor to make any use of them not contemplated by this
Agreement, and to treat the same confidentially and to safeguard them. (All
Transaction Data utilized in connection with the services are and shall remain
at all times during and after the term of this Agreement the exclusive property
of Customer.)
ARTICLE VII
SOLICITATION OF EMPLOYEES
The parties agree that neither party, nor any affiliated person or entity of
either party, shall, without the written consent of the other party, solicit for
employment, or employ, any person who was an employee of the other party during
the term of this Agreement. This restriction shall apply during the term, and
for a period of one hundred eighty (180) days after the termination, of this
Agreement.
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ARTICLE VIII
AUDITS AND DISCLOSURE
8.1 REGULATION AND EXAMINATION BY GOVERNMENT. If the services performed
pursuant to this Agreement by CSI are subject to the regulations and
examinations of any governmental agencies having supervisory jurisdiction over
the Customer, CSI acknowledges and agrees to be so subject to the same extent as
if such services and functions were being performed solely by the Customer on
its own premises.
8.2 THIRD PARTY AUDITOR'S REVIEW. CSI will cause to be performed on an
annual basis a "Third Parry Auditor's Review" by a firm of independent certified
public accountants. This Third Party Auditor's Review and the report thereon
shall include as a minimum the following items: a description of backup and
record protection procedures; a summary of processing priorities; and a summary
of insurance coverage including errors and omissions. A copy of the auditor's
report shall be furnished to the Customer and/or any auditor designated by the
Customer. After examination of the report, if the Customer or its auditors have
need of additional information or desire to perform any additional auditing
procedure, CSI will permit, within a reasonable time, reasonable access to CSI's
data upon written authorization by the Customer to release this information to a
specified auditor. CSI will charge, and the Customer agrees to pay, for the
costs of any services provided or materials used by CSI in supplying the audit
assistance.
8.3 NOTIFICATION OF CHANGES. CSI will notify the Customer of any material
changes in any program or application that would affect procedures, reports and
the like.
8.4 ANNUAL REPORT. CSI will furnish annually to the Customer a copy of
CSI's annual report which includes audited financial statements and an opinion
of the certified public accountants who performed the audit as to the fairness
of presentation of the financial statements.
ARTICLE IX
STANDARD OF CARE-LIMITATION OF LIABILITY
9.1 DUE CARE. CSI agrees that it will use due care in providing the data
processing services to the Customer. CSI will have no obligation to determine or
be responsible for the accuracy or validity of any item, data, or information
furnished by or for the Customer, all of which are the Customer's obligation.
9.2 CUSTOMER'S VALIDATION. The Customer is responsible for reviewing and
validating each day's processing and advising CSI as soon as possible of any
abnormal data contained on any report. The Customer will validate, at least
monthly, all calculations including without limitation earnings on loans,
interest calculations on interest bearing accounts, service charges, payroll
taxes and the like. CSI will in no event be liable in any manner to the Customer
for any loss or damage sustained by the Customer by reason of the Customer's
failure to review and validate in accordance with this paragraph.
9.3 LIMITATION OF LIABILITY. CSI's liability to the Customer is limited to
the cost of correcting any errors which are due solely to CSI's lack of due
care. IN NO EVENT WILL CSI BE OBLIGATED TO CORRECT, AND THE CUSTOMER WILL HOLD
CSI HARMLESS, FOR ALL ERRORS AND ALL OMISSIONS AND THE COST OF CORRECTION
THEREOF IF THE CUSTOMER DOES NOT GIVE WRITTEN NOTICE TO CSI OF AN ALLEGED ERROR
OR OMISSION WITHIN SEVEN (7) DAYS FOLLOWING THE FIRST OPPORTUNITY TO DISCOVER
THE OCCURRENCE OF SUCH ALLEGED ERROR OR OMISSION. The parties, knowingly and
voluntarily allocating the risks between them, expressly agree and understand
that CSI will not be responsible in any manner or liable for the following:
(a) Any errors, omissions or delays in processing or in the transmission or
delivery of processed data caused by strike, lockout, war, riot, insurrection,
acts of God, governmental acts or regulations, or other causes beyond its
reasonable control;
(b) Any errors, omissions or delays that might be caused by erroneous,
untimely or incomplete deliveries or transmissions of Transaction Data which are
the fault, in whole or in part, of the Customer or any agent or third party
acting on behalf of the Customer;
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(c) Any errors, omissions or delays which are the result in whole or in
part, of any acts or omissions of the Customer, or the unauthorized use of a
terminal at the Customer's place of business;
(d) Any errors, omissions or delays which are caused, in whole or in part,
by the Customer's failure to verify or to monitor the accuracy of reports and
statistics through the maintenance of accepted accounting controls and
procedural check points; and
(e) Any and all loss or damage incurred by the Customer, including but not
limited to all consequential and incidental damages.
Any corrections which CSI is required to make shall include complete reruns
and/or restoration of programs and/or data files; provided that if CSI is
unable, for any reason, to complete the reruns and/or restoration, then the
Customer may elect to receive the equivalent value based upon the cost of the
original services that were in error as described by the appropriate
Supplemental Agreements. The parties agree that the remedies specified in this
Article are the exclusive remedies of the Customer and CSI shall in no event be
liable for any other remedy.
9.4 LIABILITY TO THIRD PARTIES. The Customer will indemnify and hold CSI
harmless from and against any and all claims, actions, and demands, and from all
liability, damages and losses relating thereto, brought by any third party
against CSI which arise, either directly or indirectly, out of this Agreement or
CSI's performance hereunder. In addition, the Customer agrees to pay to CSI any
attorneys' fees and other costs and expenses incurred by CSI in regard to the
same.
9.5 DISCLAIMER OF WARRANTIES. CSI warrants that it has the right to perform
the data processing services described in the Supplemental Agreements. THIS
WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WITH RESPECT TO THE SERVICES,
WHETHER EXPRESSED OR IMPLIED. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT CSI
EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY OTHER WARRANTIES OF ANY KIND WHATSOEVER.
9.6 SERVICE QUALITY: In addition to procedures outlined in this Article IX,
the parties agree that, in a service contract such as this, from time to time
difficulties may arise that necessitate pre-agreement as to the method of their
resolution and the parties have agreed to an action plan as follows:
(a) If service performance is not at a level that would be generally
accepted as standard in the industry or among CSI's customers, whichever is the
greater level of service, a management representative of Customer will outline
the issues of concern in writing and provide notice to CSI of the areas of
concern.
(b) If input quality or user interaction with the computer are not of a
standard that would be generally accepted in banks in dealing with their data
processing departments, then CSI also agrees to outline these items of concern
in writing and provide to Customer.
(c) The parties respectively agree that upon any notification outlined in
(a) or (b) above to diligently review all aspects of the issues present and
develop a plan of action for correction of the problem. When either party feels
it is appropriate both parties will agree to a face-to-face meeting to insure
their understanding of the problems and provide an opportunity for participation
in the development of the action plan.
(d) An agreement can be made in step (c) above for a reasonable time for
correction of the deficiencies identified.
(e) If after the reasonably agreed time, corrections have not been made
then the parties agree that economic settlements can be made, however, the
economic settlements must be limited by the cost of the services for the period
of difficulty.
(f) Either party may invoke the arbitration provisions of section 10.5 of
this Agreement as to any correction not made within the reasonably agreed time
specified pursuant to (d), above, or if either party fails to participate in the
process outlined in this section 9.6.
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ARTICLE X
TERMINATION
10.1 NOTICE OF DEFAULT. In the event of any default or breach by a party of
any term, obligation, covenant, representation or warranty contained in this
Agreement, the other party shall give written notice thereof to the breaching or
defaulting party, and the breaching or defaulting party shall have a period of
thirty (30) days within which to cure or correct such breach or default, except
in the case of a breach or default in the payment of money, in which case such
period shall be ten (10) days. The defaulting party shall-utilize its best
efforts to cure the default as soon as reasonably possible. If the default
(excepting default in the payment of money) cannot be cured within thirty (30)
days from date of receipt of the notice thereof, the defaulting party shall have
additional reasonable time to cure such default. This additional time shall not
exceed ninety (90) days without the written consent of the nondefaulting party,
which consent shall not be unreasonably withheld. The nondefaulting party shall
have the right to terminate this Agreement if the defaulting party fails to cure
the default within the time periods as provided herein. In the event of
termination due to the Customer's default, all payments due CSI, including but
not limited to the liquidated damages as defined in section 10.4, shall be due
and payable to CSI at the time of termination.
10.2 TERMINATION UPON INSOLVENCY. If the Customer is declared insolvent by
any state or federal regulatory agency, this Agreement shall automatically
terminate upon the declaration of insolvency and CSI shall become immediately
entitled to all payments due it, including but not limited to the liquidated
damages as defined in section 10.4. Notwithstanding the foregoing, if the
Customer is declared insolvent but is not liquidated, CSI will, only as an
accommodation, make its services available for thirty (30) days following the
date of insolvency and the use of its services thereafter by any new owner or
successor in interest shall be deemed acceptance and assumption of this
Agreement on the full terms and conditions contained herein.
10.3 UNAUTHORIZED TERMINATION BY THE CUSTOMER. If the Customer terminates
this Agreement prior to the commencement date of the original term, or prior to
the expiration date of the applicable term, or at an expiration date without one
hundred eighty (180) days' advance written notice, and the termination is for
any reason other than a default by CSI which CSI has not cured within the time
permitted by section 10.1, all payments due CSI, including but not limited to
the liquidated damages as defined in section 10.4, shall be due and payable to
CSI at the time of termination.
10.4 LIQUIDATED DAMAGES. In the event of CSI's termination of this Agreement
for reason of the Customer's default, or in the event of an unauthorized
termination by the Customer, the Customer shall pay to CSI as liquidated damages
a sum equal to sixty percent (60%) of the following amount: the product of one
(1) month's average billing based upon the last three (3) full months' billing
immediately preceding the effective date of termination multiplied by the number
of months and fractions thereof remaining from and after the effective date of
termination to the expiration date of the then applicable term of this
Agreement. If the effective date of termination occurs prior to the receipt by
CSI of three (3) full months' billing following full and final conversion of all
systems described in the Supplemental Agreements, the one (1) month's average
billing shall be the reasonably anticipated one (1) month's average billing
based upon the greater of either (i) the Customer's account and transaction
volumes as set forth in CSI's final proposal to the Customer, or (ii) the
Customer's account and transaction volumes as of the effective date of this
Agreement. If the Customer terminates this Agreement prior to the commencement
date of the original term, the full term specified in section 3.1 of this
Agreement shall apply. If the Customer terminates this Agreement at the
expiration date of the then applicable term without the one hundred eighty (180)
days' advance written notice, the next full term specified in section 3.1 of
this Agreement shall apply. The Customer agrees and stipulates that (i) the
damages or losses which would be sustained by CSI by reason of the termination
are uncertain and difficult to ascertain, and that the amount determined
hereunder represents a reasonable method of estimating such damages or loss,
(ii) the amount determined hereunder is a reasonable estimate of the damages or
losses which would be sustained by CSI by reason of the termination, (iii) the
amount determined hereunder is reasonably proportionate to the damages or losses
that would be sustained by CSI, and (iv) the amount determined hereunder is in
the nature of liquidated damages and is not nor at any time should it be deemed
or construed a penalty.
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10.5 ARBITRATION:
(a) Both parties agree, upon the request of either party, to submit to
binding arbitration any dispute arising under this Agreement or any other
agreement referenced in section 10.1, above. Within fifteen (15) business days
following the receipt of the request, the receiving party will select, and
notify the other party of the selection of, a representative of a present
customer of CSI other than Customer to act as arbitrator. If the requesting
party does not agree to arbitration by the other customer representative so
selected, within fifteen (15) business days of receipt of notice of such
selection, the requesting party shall also select, and notify the other party of
the selection of, a representative of still another customer of CSI to act as
arbitrator. The agreed upon customer representative or a customer representative
selected by the other two, if the parties do not agree, shall act as the sole
arbitrator of the dispute.
(b) Both parties will then submit to the arbitrator within fifteen (15)
days after the selection of the arbitrator a complete written statement of its
view of the dispute and its recommended solution. Not later than fifteen (15)
days following the receipt of both written submissions (or the expiration of the
fifteen (15) day period if no submission is made) the arbitrator will render a
decision to resolve the dispute and the arbitrator's decision shall be binding
upon both parties. The arbitrator shall be limited to the terms of this
Agreement and general practices within the banking industry in rendering its
decision, and shall give fair consideration to the recommended solutions of the
parties, but shall not be limited to such recommended solutions in rendering its
decision. Each party shall pay one-half of the expenses of the arbitrator
incurred in connection with the arbitration.
(c) Failure of a party to perform an act required by the arbitrator's
decision to be performed by such party shall constitute, for purposes of this
Article X, a default or breach subject to the procedures of section 10.1. An
uncured default or breach shall give rise to the right to terminate this
Agreement by the nondefaulting party upon expiration of the applicable grace
periods specified in section 10.1 and with the same effect.
10.6 FILES AND OTHER MATERIALS. CSI will have the absolute right to retain
in its exclusive possession the Customer's test data and data files until such
time as the Customer has paid and satisfied all payments due CSI, including but
not limited to payment of liquidated damages as defined in section 10.4, as
prescribed in this Agreement, including the Supplemental Agreements. Upon full
payment to CSI, CSI shall provide to the Customer its data files in CSI's
standard machine readable format at the time and material rates in effect at the
time such services are performed. At time of termination, the Customer shall
return to CSI all of CSI's operational manuals and materials. Ail specifications
and programs utilized or developed by CSI in connection with this Agreement,
excepting those furnished by the Customer, are and shall remain the sole
property of CSI.
ARTICLE XI
GENERAL PROVISIONS
11.1 GOVERNING LAW; JURISDICTION AND VENUE. This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida, both as to
interpretation and performance. Any legal action brought to enforce any
provision of this Agreement shall be brought before a state court of competent
jurisdiction located in the State of Florida, and the parties agree to submit
themselves to the jurisdiction of such court.
11.2 SEVERABILITY PROVISION. If any provision of this Agreement is
determined to be invalid, the offending provision shall be deemed severed from
this Agreement and the determination shall not affect the validity of any other
clause or provision of this Agreement, which shall remain in full force and
effect, or constitute any cause of action in favor of either party against the
other.
11.3 SUCCESSORS. This Agreement shall be binding upon and inure to the
benefit of the parties and their successors and assigns, but no assignment shall
relieve the parties of their respective obligations hereunder.
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11.4 ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, including the
Supplemental Agreements, contains all the terms and conditions agreed upon by
the parties, and supersedes all prior and contemporaneous negotiations,
representations, understandings and other agreements, oral or other wise, that
may have been entered into by the parties. All other statements, conditions,
covenants, representations, and warranties are merged herein. Any modifications
of this Agreement shall be in writing and duly executed by the parties.
11.5 NO IMPLIED WAIVER. Any delay or failure of either party at any time to
require performance by the other party of any provision of this Agreement shall
not in any way affect the right of such party to require performance. Any waiver
by either party of any breach of any provision of this Agreement shall not be
construed to be a waiver of any subsequent breach or of any other right under
this Agreement.
11.6 NOTICES. Any notice, request, instruction or documents required or
permitted hereunder shall be in writing and shall be deemed given if delivered
personally or by courier service or sent by telex, telecopy or other
telecommunication device capable of creating a written record (and promptly
confirmed by hard copy delivery) to a party at the address set forth in the
first paragraph of this Agreement
11.7 REPLACEMENT AGREEMENT. The parties agree that by the execution of this
Agreement the First Commerce Technology, Inc. Data Processing Agreement dated
August 12, 1998 is hereby replaced and superseded by this Agreement effective
with the date of conversion to the CSI A Series System.
The Customer and CSI have entered into this Agreement as of the date
first above written, but have manually executed this Agreement on the dates
entered below.
COMPUTER SERVICES, INC. SOUTHERN COMMUNITY BANK
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
------------------------ -------------------------------------
Title President & CEO Title Senior Vice President
Place Paducah, Kentucky Place Orlando, Florida
Date 4/27/01 Date December 1, 2000
6/97
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CSISUP STC
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
SPECIAL TERMS AND CONDITIONS
1. It is agreed that CSI is responsible for carrying sufficient Errors and
Omissions insurance as well as General Liability insurance so as to
protect the viability of the company. The previously mentioned "Third
Party Auditor's review" will annually show the Customer the amount of
insurance CSI is carrying.
2. It is agreed that CSI is responsible for maintaining a Disaster
Recovery Plan intended to protect the viability of the company in the
event of a failure of any part(s) of the CSI operations center(s).
3. It is agreed that CSI will work with the Item Processing Vendor (IP
Vendor) of Customer's choosing to interface the IP Vendor's systems
with CSI's systems. CSI agrees to provide to the IP Vendor standard
interface specifications for interfacing to the CSI systems. It will be
the IP Vendor's responsibility to write programs such that they can
provide data files in the format specified by CSI. CSI makes no
warranty of the ability to interface the two systems.
4. It is agreed that CSI will work with the Item Processing Vendor (IP
Vendor) of Customer's choosing to integrate check images from the IP
Vendor's systems to the CSI Passport Desktop systems. CSI agrees to
provide to the IP Vendor standard interface specifications for
interfacing to the CSI Passport Desktop system, when available. It will
be the IP Vendor's responsibility to write programs such that they can
provide check images in the format specified by CSI. CSI makes no
warranty of the ability to interface the two systems.
COMPUTER SERVICES, INC. SOUTHERN COMMUNITY BANK
By /s/ [ILLEGIBLE] By /s/ [ILLEGIBLE]
-------------------------- ------------------------------------
Title President & CEO Title Senior Vice President
Place Paducah, Kentucky Place Orlando, Florida
Date 4/27/01 Date December 1, 2000
COMPUTER SERVICES, INC.
DATA PROCESSING AGREEMENT
ADDENDUM - SUPPLEMENTAL AGREEMENTS
1. Scope
This Addendum is part of the Computer Services, Inc., Data Processing
Agreement (the "Agreement") between CSI and the Customer. All terms
used in this Addendum or the Supplemental Agreements shall have the
meanings attributed to them in the Agreement.
2. Supplemental Agreements
The Supplemental Agreements designated below shall be incorporated into
and deemed a part of the Agreement:
CUSTOMER
FORM# APPLICATION OFFICER INITIALS
CSISUP1.1OL Demand Deposit Accounting (Combined System) /s/
CSISUP3OL TDA Accounting /s/
CSISUP5.1OL Loan Accounting System /s/
CSISUP8OL Advanced General Ledger System /s/
CSISUP13OL Magnetic Tape Credit Reporting /s/
CSISUP20OL /s/
CSISUP24A AlphaLink Interchange Processing /s/
CSISUP27OL Revolving Credit Processing /s/
CSISUP30OL Continuous ATM Card Issue Processing /s/
CSISUP34OL Safe Deposit Box Accounting /s/
CSISUP35OL Automatic Transfer System /s/
CSISUP36OL Automatic Clearing House /s/
CSISUP41OL On-Line NSF & Chargeback System /s/
CSISUP50OL Centervoice Voice Response System Service Only Option /s/
CSISUP52OL CSI Remote Print Download /s/
CSISUP53OL Credit Bureau Interface /s/
CSISUP58OL On-Line Data Base & Central Information File /s/
CSISUP60OL Passport Account Reconciliation /s/
CSISUP61OL EZ Spec / URSA "Report Writer" /s/
CSISUP63OL NYCE Interchange Processing /s/
CSISUP71OL Money Access Card (MAC) Interchange Processing /s/
CSISUP72OL Visa Check Card Processing /s/
CSISUP79OL CSI Passport Teller /s/
CSISUP80OL CSINet /s/
CSISUP86OL CSI Passport Platform /s/
CSISUP93OL Internet Banking Interface /s/
3. Amendments
Subject to approval by CSI, the Customer may elect to add or substitute
Supplemental Agreements by notifying CSI in writing and entering into
an alternative Supplemental Agreement, if appropriate.
The undersigned agree that the foregoing Supplemental Data Processing
Agreement is subject to the terms and provisions of the Data Processing
Agreement between the undersigned.
COMPUTER SERVICES, INC. SOUTHERN COMMUNITY BANK
ORLANDO, FLORIDA
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
----------------------- ------------------------------------
Title: President & CEO Title: [ILLEGIBLE]
Date: 4/27/01 Date: 3/10/2001
CSISUP1.1OL (10/98)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
DEMAND DEPOSIT ACCOUNTING
(COMBINED SYSTEM)
PROCESSING SCHEDULE -
Accounts will be processed Monday through Saturday, excluding bank
holidays. Work received in the proper format by 7:00 p.m. (Central Time) on each
business day will be available for pickup and delivery on the morning of the
next business day according to the report schedule.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
MANUAL CONVERSION FEE:
$250.00 Plus $.50 Per Account
PROCESSING FEES (Minimum Charge - $350.00):
$.16 per account per month for all accounts on
file at end of month
$.016 per item processed during month
DEPOSIT ADDITIONAL SERVICES -
NSF/Overdraft Notices @ $.01
Combined 1099 (Price Based On Current Forms Cost)
NOW Account and/or Super NOW Account Option -
Flat Monthly Fee - $ 125.00
Per NOW Account and/or
Super NOW Account- $ .08
Compensating Balance - Per XXX and/or
Savings and/or Loans and/or Certificate and/or
another DDA Balance Interface - $ 50.00 xx
Xxxx Reserve Accounting Option -
Minimum Charge - $ 50.00
Per Cash Reserve Account - $ 10
Super Cash Reserve Accounting Option:
Minimum Charge - $ 50.00
Per Cash Reserve Account - $ .29
Money Market Accounting Option -
Flat Monthly Fee - $ 100.00
Per Money Fund Account - $ .08
Cash Management/Sweep Option:
One Account Method -
Flat Monthly Charge - $ 100.00
Per Account- $ 1.00
Multi-Account Cash Management Option:
Flat Monthly Charge - $ 150.00
Per Cash Management
Account - $ 5.00
Multiple DDA Account Analysis Option:
Minimum Charge - $ 35.00
Per DDA Account - $ 1.00
Combined Statements Option:
Minimum Charge - $ 50.00
Per Combined Statement - $ .12
DEPOSIT ADDITIONAL SERVICES: (Cont'd)
Two Months O-L Statement History Option:
Per DDA Account on File - $ .03
Twelve Months O-L Statement History Option:
Per DDA Account on File - $ .10
OL Notification of Change (NOC) Through ACH System
Per Account Change $ .00
XXX EOM Statements >100 $ 35.00 (Min)
.50 per stmt
Twelve Month APA Analysis
Per Account/Per Month $ 1.00
Expanded Float Totals 1-9 Days
Per Account/Per Month $ .01
Daily Service Charge/Interest Journal Parameter Display
Per Account/Per Month $ .03
List Post Notices with Activity in Serial Number Sequence
Per Account/Per Notice $ 1.00
BASIC PROCEDURES -
Determination of statement cycles, service charge schedule, overdraft
procedures, and other related procedures will be developed and implemented with
the mutual agreement of the Customer and CSI.
SAVINGS ADDITIONAL SERVICES-
Interest Calculation - $ .08 per account each
interest pay period. (This charge is billable at time of
interest calculation.) (Required Service)
Statements (1 Part)- $ .10 per account
(Optional Service)
Self Mailer Statements - $ .20 per account
(Optional Service)
There are two (2) sort options for printing combined
1099 Self Mailers at year end:
Alpha by TIN
Zip Sequence
(Prices will be based on current forms cost.)
Club Accounting Option:
Processing fees are the same as outlined above
(included in minimum charge). Check forms are to be
provided by the Customer in a format acceptable by CSI.
On-Line Passbook Option:
$ 100.00 Minimum Charge
$ .13 Per On-Line Account
OPTIONAL SAVINGS PER ACCOUNT PRICING:
$ .22 Per Account Per month includes interest
calculation and interest statement
production anytime.
(for available reports consult the DDA User Manual)
CSISUP3OL (10/96)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CERTIFICATE OF DEPOSIT ACCOUNTING
PROCESSING SCHEDULE -
DAILY PROCESSING
Updating of the Certificate of Deposit file with new and closed
accounts and calculating accrued interest will be on a daily current basis,
Monday through Friday. Activity entered via the CSI on-line system by the
applicable input deadlines will be posted and available for pick-up and delivery
on the morning of the next business day.
WEEKLY PROCESSING
A cutoff point will be established through which all activity for
processing entered to the system will be posted.
DAILY OR WEEKLY PROCESSING
Calculation of interest on maturing certificates represented by check
printing, maturity notices, etc., is performed on a weekly basis.
CHARGES -
Charges will be made monthly for services rendered the prior month.
All invoices are payable ten days net.
Pricing will be as follows:
CONVERSION FEES:
$250.00 Plus $.50 Per Account
Processing Fees: (Minimum Charge - $100.00)
$.20 per certificate per month if processing on a daily
basis.
or
$.11 per certificate per month if processing on a weekly
basis.
ADDITIONAL SERVICES:
$.01 per check printed with minimum of $10.00 per month.
Interest checks printed by CSI, will be ordered and inventoried
by CSI, but forms cost of the checks will be billed to the
Customer.
Microfiche as described in report schedule - Not separately
charged if processing on a daily basis.
Combined 1099 Self Mailers (Prices will be based on current forms
cost.)
$.05 per Premier Notice (Laser Printed) plus postage
$.10 per Premier Notice (Front and Back Laser Printed) plus
postage
BASIC PROCEDURES-
Determination of types of certificates, interest rates, and terms will
be implemented with a mutual agreement of the Customer and CSI. All non-MICR
data entry to be performed by bank personnel from terminals in bank.
REPORT SCHEDULE - Daily & Weekly
DAILY PROCESSING
Daily Microfiche - (1 Original and 1 Copy)
1. Trial Balance
2. Unpostable Report
3. Miscellaneous Edit Report
4. File Maintenance Report
Daily - Paper
1. Convert & Edit Listing
WEEKLY PROCESSING
Weekly - Paper
1. Convert & Edit Listing
2. Trial Balance
3. Unpostable Report
4. Miscellaneous Edit Report
5. File Maintenance Report
DAILY OR WEEKLY PROCESSING
Weekly - Paper
1. C/D Closed Accounts
2. Interest Checks
3. Maturity Journal
4. Maturity Notices
5. C/D New Accounts
6. 3x5 Card (One per New or Changed Account)
Annual -
1. Interest Paid Report for All Accounts
2. IRS Reporting on Magnetic Tape 1099
3. Combined 1099 (Multiple Accounts Combined by Social Security
Number)
CSISUP5.1OL (10/98)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
LOAN ACCOUNTING SYSTEM
PROCESSING SCHEDULE -
Accounts will be processed by CSI Monday through Saturday, excluding
bank holidays. All new loans and loan activity received in the proper format by
the applicable input deadlines on each business day will be processed overnight.
Daily reports will be available for delivery on the morning of the following
business day. Weekly or monthly reports will be included on the dates
specified by schedule.
CHARGES -
Charges will be made monthly for services rendered the prior month.
All invoices are payable ten days net.
Pricing will be as follows:
MANUAL CONVERSION FEES:
$250.00 plus $.50 per note
PROCESSING FEES: (Minimum Charge - $350.00)
$.50 per ILN, CLN, MLN, and RVC active account at the end of
month.
Note: Paid out nates are charged if option to print on Trial
Balance is used, but not charged if not printed.
ADDITIONAL SERVICES:
$.10 per transaction -
Auto Payment Allocation.
$.05 per loan per month -
Transaction History on Paid-out Loans
Saved On-Line
(Up to 2 years)
$.10 per Third Party Collection Item per Month
$.05 per Third Party Collection Notice
$.05 per Premier Notice (Laser Printed)
plus postage
Annual Interest Notices - (Prices will be based on current
forms costs)
$100 per month for Notices Sorted by Branch Code
BASIC PROCEDURES -
Customer is responsible for maintenance of proper internal controls,
reconcilement of input for each business day, and reconcilement of totals with
general ledger accounts each business day.
Selective features or options relative to minimum loan charges, past
due reporting, past due notices, etc., will be implemented by mutual agreement
of Customer and CSI as specified on the separate form provided for that purpose.
All non-MICR data entry to be performed by bank personnel from terminals in
bank.
All loans coded with separate Report Codes ILN, MLN, CLN, or RVC will
be reported on separate trial balances with separate control totals.
(for available reports consult the Loan User Manual)
CSISUP8OL (3/94)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
ADVANCED GENERAL LEDGER SYSTEM
PROCESSING SCHEDULE -
Accounts will be processed Monday through Saturday, excluding bank
holidays. Work received in the proper format by the applicable input deadlines
on each business day will be available for pickup and delivery on the morning of
the next business day according to the report schedule.
CHARGES -
Charges will be made monthly for services rendered the prior month.
All invoices are payable ten days net.
Pricing will be as follows:
CONVERSION FEES:
Basic General Ledger $500.00
Enter History or Budget Figures $250.00
PROCESSING FEES:
General Ledger $ .75 Per Account or
$350.00 Minimum
ADDITIONAL SERVICES:
Transactions Saved On-Line:
Current and Prior Month - No Charge
Year-To-Date
Up to 12 Months:
January - December $ .003 Per Transaction/
Month
Additional Reports $ 25.00 Per Report
$100.00 Initial Set Up
Fee Per PADS
Report
EIS Downloads $ 50.00 Month End
$150.00 Daily & EOM
BASIC PROCEDURES -
MICR encoded activity is the standard input media for this service.
Rejects will be returned to the bank for reconciliation and re-entry. Balancing
of activity is the responsibility of the bank. All non-MICR data entry to be
performed by bank personnel from terminals in bank.
Activity may be entered via an in-bank CRT. Errors in the keying of
the activity and the balancing of CRT entered activity is the responsibility of
the bank.
Descriptive transactions are available through an in-bank CRT or
specially coded MICR documents for descriptions defined by the rank's
specifications.
REPORT SCHEDULE -
BASIC G/L -
Daily -
1. Report of New and F/M
2. Posting Trial Balance
3. Request Statements
4. Statement of Condition
5. Management Information Reporting
Monthly -
1. Income and Expense Report
2. Monthly History (If YTD O-L Option not selected)
As of Reporting -
1. Posting Trial Balance
2. Balance Sheet Average Balances For Elapsed Months
3. Monthly Income & Expense For Elapsed Months
OVERNIGHT G/L -
Daily -
1. Statement of Condition
2. Income and Expense Report
All other daily G/L Reports will be provided on microfiche on a
one (1) day delayed basis.
CSISUP13OL (6/93)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
MAGNETIC TAPE CREDIT REPORTING
PROCESSING SCHEDULE -
Recognizing that the Customer has entered into or intends to enter
into an agreement to provide certain INS data to a credit bureau, ____________,
CSI agrees to provide that data on magnetic tape on a mutually agreeable date
monthly. Cost of the magnetic tape and delivery of same will be borne by the
credit bureau.
CHARGES -
Charges will be made monthly for services rendered the prior month.
All invoices are payable ten days net.
Pricing is as follows:
$ .02 Per Account
$ 25.00 Minimum
$100.00 Maximum
BASIC PROCEDURES -
Data will be extracted from Customer's masterfile. Accuracy and
completeness of data is the responsibility of the Customer.
CSISUP20OL
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
INDIVIDUAL RETIREMENT ACCOUNT
PROCESSING SCHEDULE -
Accounts will be processed by CSI Monday through Friday, excluding bank
holidays. Activity received by the applicable input deadlines on each business
day will be available for pickup and delivery on the morning of the next
business day, according to the report schedule.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
CONVERSION FEE:
$250.00 Plus $.50 Per Master Account
PROCESSING FEES:
$100.00 flat fee plus $.20 per master account,
per month, for all accounts on file at end of the month.
Statement Production Fees:
Annual: $2.00 per master account
NOTE: This would include two (2) statements per master
account. One being for the bank's record and maintained
there, the other could be sent to the Customer
for their records.
Semi-Annual: $1.00 per master account
Quarterly: $ .75 per master account
Monthly: $ .50 per master account
Distribution Fees:
Actual Checkprint: Printed at $.01 each
with a minimum of
$10.00 per month.
Stock Paper Check Listing: Not Separately Charged
Notices, DDA, SAV, C/D: Not Separately Charged
$ .05 per Premier Notice (Laser Printed) plus postage
$ .10 per Premier Notice (Front and Back Laser Printed) plus
postage
BASIC PROCEDURES -
Interest rates, payment dates, service charges, and other processing
considerations will be implemented by a mutual agreement of the Customer and
CSI. All non-MICR data entry to be performed by bank personnel from terminals in
bank.
REPORT SCHEDULE -
Daily-
1. Convert & Edit Journal
2. Trial Balance
3. Unpostable Report
4. Exceptions Report, F/M, Misc.
5. 3x5 Cards (One Per New or Changed Accounts)
6. Interest Paid/Service Charge Report
7. Requested Cut-off Statements Stock Paper Print
Weekly -
1. Exceptions Report, Excess Contribution, Need Payout Info,
etc.
Monthly -
1. New Accounts Report
2. Statements, Request and Cycled
3. Analysis, Size, Branch, Type, Age
Annual -
1. Statements
2. Full Listing of Accounts Approaching Payout in Upcoming
Year
3. Interest Paid/Service Charge Listing
4. W2P & 1099R Forms
CSISUP24A
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
ALPHALINK INTERCHANGE PROCESSING
SERVICE DESCRIPTION -
CSI will provide computer equipment and software to permit Customer,
who is a user of the Proprietary On-Line ATM Processing service, to share
automated teller machines (ATMs) with other customers subscribing for AlphaLink
Interchange Processing.
BASIC PROCEDURES -
AlphaLink Interchange transactions will be processed through Customer's
ATMs and authorized against Customer's data files in an on-line environment.
Customer's interchange transactions will be reported and a settlement of
Customer's net position with the interchange will be entered through the Federal
Reserve System under the net settlement service on a daily basis.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing is as follows:
$ .08 Per interchange Transaction
Pro-rata Share of Federal Reserve Net Settlement Cost
CSISUP27OL
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
REVOLVING CREDIT PROCESSING
PROCESSING SCHEDULE -
Accounts will be processed Monday through Saturday, excluding bank
holidays. Work received in the proper format by the applicable input deadlines
on each business day will be available for pickup and delivery on the morning of
the next business day according to the report schedule.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
$50 per month plus
Per Active Account (balance greater than zero)
on file at end of month $ .45
Per Inactive Account (balance equal to zero)
on file at end of month $ .10
Per Transaction (over three transactions)
per account per month $ .05
BASIC PROCEDURES -
Determination of statement cycles, annual fees, late charges, payment
amount calculations and other related procedures will be developed and
implemented with the mutual agreement of the Customer and CSI. All non-MICR data
entry to be performed by bank personnel from terminals in bank.
REPORT SCHEDULE -
Daily -
1. Trial Balance
2. Totals
3. Unpostable Report
4. File Maintenance Report
5. Past Due Report
6. 3 x 5 Cards (New & Change)
7. Past Due Notices
8. Expiration Date Notices
Monthly -
1. Statements
Annual -
1. Annual Interest Paid Report
2. U. S. Government 1098 (Magnetic Media)
CSISUP30OL(1/96)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CONTINUOUS ATM CARD ISSUE PROCESSING
SERVICE DESCRIPTION -
CSI will provide computer equipment and software at its computer center
to extract automated teller machine (ATM) customer account file (CAF) records
designated by the Customer. CSI will provide for the production and separate,
mailing of an ATM card and personal identification number (PIN) for each ATM CAF
record designated.
AVAILABILITY -
CSI agrees to devote its best effort to extract Customer designated ATM
CAF records, as well as provide production and delivery of ATM card(s) and
PIN(s) in a timely manner, but cannot guarantee uninterrupted service.
ACTIVITY PROCESSING -
The accuracy of data designated by the Customer to be extracted by CSI
is the responsibility of the Customer. The Customer acknowledges responsibility
to control and audit data processed by CSI on a timely basis.
SERVICES PROVIDED -
CSI will extract ATM CAF records designated by the Customer. The
extracted ATM CAF records will be transmitted to CSI's ATM card production
provider on either a daily or weekly basis. CSI's ATM card production provider
will produce an ATM card and/or PIN for each CAF designated and will mail each
separately to the address on the CAF record.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
CONVERSION FEE:
Per Institution $ 450.00
MONTHLY PROCESSING FEES:
Base Fee (Weekly Option) $ 50.00
Base Fee (Daily Option) $ 150.00
ATM Card and/or PIN Production Per CAF Record Designated $ 2.00
All postage for ATM card and PIN mailers will be billed to the Customer
on a monthly basis.
ATM card plastic and personalized envelope costs will be the
responsibility of the Customer.
Any special insert fees in addition to the ATM card and PIN will be the
responsibility of the Customer.
CSISUP34OL(11/97)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
SAFE DEPOSIT BOX ACCOUNTING
PROCESSING SCHEDULE -
Safe Deposit Box processing will be daily or weekly. Each update
includes activity for the previous Saturday through Friday period.
CHARGES -
Charges will be made on a monthly basis for services rendered the prior
month. All invoices are payable ten days net.
Pricing xxxx be as follows:
PROCESSING FEE:
Minimum Charge - Daily - $150.00
Weekly - $ 75.00
$ .10 per account - Daily
$ .05 per account - Weekly
BASIC PROCEDURE -
All activity for Safe Deposit processing to be performed by bank
personnel from terminals in bank.
REPORT SCHEDULE -
Daily -
1. Trial Balance
2. Transaction Journal
3. New Accounts Report
4. Closed Accounts Report
5. File Maintenance Report
6. Unpostables Report
7. 3x5 Cards for New & Changed Data
8. Vacant Boxes Report
9. Sealed Boxes Report
10. Boxes Past Due This Week
Weekly -
1. Trial Balance
2. Transaction Journal
3. New Accounts Report
4. Closed Accounts Report
5. File Maintenance Report
6. Unpostables Report
7. 3x5 Cards for New & Changed Data
8. Vacant Boxes Report
9. Sealed Boxes Report
10. Boxes Past Due This Week
Monthly -
1. Late Notices
2. Billing Notices
CSISUP35OL
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
AUTOMATIC TRANSFER SYSTEM
PROCESSING SCHEDULE -
The Transfer System is processed Monday through Saturday, excluding
bank holidays. Work received in the proper format by the applicable input
deadlines on each business day will be ready on the morning of the next business
day according to the report schedule.
CHARGES -
Charges will be made on a monthly basis for services rendered the prior
month. All invoices are payable ten days net.
Pricing will be as follows:
PROCESSING FEES:
$100.00 flat plus:
$ .05/ Debit and $ .05 / Credit
BASIC PROCEDURE -
The Transfer System uses data entry on new account and change data by
bank through CSI's on-line system. The system generates electronic fund
transfers on pre-authorized schedules between application account files or
within the same file. The system allows for same day posting to an application
file unless the application is not processed daily.
REPORT SCHEDULE -
Daily -
1. Trial Balance
2. Transfer System Unpostables
3. Transfer System Miscellaneous Edit
4. Transfer System Closed Accounts Today
5. Transfer System File Maintenance
6. Transfer System New Accounts Today
7. Transfer System Transfers Today
8. Transfers from On-Line
CSISUP36OL(6/98)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
AUTOMATIC CLEARING HOUSE
PROCESSING SCHEDULE -
The ACH System is processed Monday through Friday, excluding bank
holidays. Transactions received in the proper format and within the Federal
Reserve System Published Guidelines will be warehoused and pasted on the
appropriate posting date. The posting is determined by your bank's specs whether
posted the night before for credits or memo posted on the posting date.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
PROCESSING FEE: (Minimum Charge - $30.00)
$.10 per transaction
BASIC PROCEDURE -
All debits and credits come through the Federal Reserve System and are
received at CSI via magnetic tape or transmission.
REPORT SCHEDULE -
Daily -
Online access to all ACH information
Weekly -
ACH Listings
CSISUP41OL(1/95)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
ON-LINE NSF & CHARGEBACK SYSTEM
PROCESSING SCHEDULE -
Accounts will be processed Monday through Friday, excluding bank
holidays. Saturday processing is available only if bank has Saturday update of
Demand Deposit Accounting System. DDA work received in the proper format by 7:00
p.m. (Central time) on each business day will allow the on-line NSF to be
available on-line by 7:00 a.m. (Central time).
NSF CHARGES -
Charges will be made monthly for services rendered the prior month, All
invoices are payable ten days net.
Pricing will be as follows:
PROCESSING FEE:
Less Than 4,000
DDA Accounts $100 Per Month
4,000 DDA Accounts
and Above $150 Per Month
OPTIONAL:
NSF and Overdraft Paper Report
out of application $ 50 Per Month
Combined NSF Notice
Per Account $.10 Per Month
CHARGEBACK CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
PROCESSING FEE:
Less Than 4,000
DDA Accounts $100 Per Month
4,000 DDA Accounts
and Above $150 Per Month
BASIC PROCEDURE -
Determination of paying, returning and charging NSF checks to DDA
accounts will be done through the on-line system by the Customer. Information
helpful for making decisions related to NSF items will also be on-line. CSI will
update files at a pre-determined time during the day and have files available
for notices and reports to be printed in-bank by the Customer.
When bank has finished marking overdraft decisions, a command, NSF CUT,
can be transmitted from any bank terminal by persons with NSF authority in the
on-line security system.
NSF CUT will tell system that you wish the production of your NSF
Reports and/or the memo posting of the transactions to take place at the next
scheduled production time. Consult the DDA Users Manual for cut off times.
The system will produce NSF Reports and memo post NSF transactions
based on the cut off schedule for banks that have entered NSF CUT prior to one
of the scheduled times.
If NSF CUT has NOT been entered from a bank, the NSF Reports will be
produced and the NSF transactions will be memo posted after the 3:00 p.m.
cutoff.
The Chargeback System will only be available if the bank is using the
ONL NSF System option and will have multiple cut times after ONL NSF processing
has been completed. .
Chargeback Notices will be printed in-bank on the same day decisions
are made, as well as Management Reports that provide a list of all items
returned and fees accessed.
REPORT SCHEDULE -
Daily Retrieval through On-Line
NSF Notices
Final Overdraft Report
ONL/NSF Return Items Report
ONL/NSF Recap
Recap of Chargebacks
Cash Letter Listing
Chargeback Notices
CSISUP50OL(11/98)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CENTERVOICE VOICE RESPONSE SYSTEM
SERVICE ONLY OPTION
SERVICE DESCRIPTION - CSI -
CSI will provide computer equipment and software at its computer center
to provide the Voice Response System. Inquiry into the bank's customer accounts
will be provided through this system connected to the bank's on-line data files.
The information provided will include but not be limited to the following
information:
DDA Balances
SAV Balances
Specific Checks (Within Current Statement Cycle)
Specific Deposits (Within Current Statement Cycle)
DDA item inquiry (Within Current Statement Cycle)
SAV Item Inquiry (Within Current Statement Cycle)
Loan Payoffs (LNS System Only)
COD Balance, Rate and Maturity
AVAILABILITY -
CSI agrees to devote its best effort to having the system available on
a continuous basis, seven (7) days a week, but cannot guarantee immediate and
uninterrupted service.
EQUIPMENT & SOFTWARE -
Customer must also be on-line with CSI and Customer is responsible for
all phone line charges incurred to provide this service.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing Will be as Follows:
CONVERSION FEES:
$1,000 Per Bank
PROCESSING FEES: (Minimum Charge - $300.00)
$ .01 Per Transaction
PHONE LINE CHARGE:
$ .10 Per Minute (includes an 800 number for the bank)
CENTERVOICE +
Additional $100.00 per month
Fax Statements $.50 per fax page
Transfer to Bank $.10 per minute
CSISUP 52OL (6/00)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CSI REMOTE PRINT DOWNLOAD
BASIC PROCEDURES
CSI provides daily downloading of the bank's print image files. This
requires a Windows 95/98 PC or Windows NT Server, whose specific station address
is pre-defined by CSI. This assures the security of the file transfers to a
specific PC in your bank, which is password protected. The CSIRP software should
be kept in operation at all times including nights and weekends on a PC
dedicated solely to the CSIRP system to insure availability for CSI to transmit
reports at any time during CSI processing hours.
Any PC capable of running the Windows 95/98 or Windows NT operating
system can be used. The PC will need a minimum of 10 MB of available storage for
the software. Additional space storage will be needed for the bank's print
files. The system needs a minimum of 4 times a single day's report volume. This
can be estimated by multiplying the number of total customer accounts for all
applications by 750 for a single day's volume, and multiplying that number by 4.
This allows the system to store 2 days of information. The bank can elect to
store any number of additional days of CSI print files, if desired. This data is
available for printing and limited viewing of the reports at the bank.
CSI's Quicknet environment with TCP/IP is required.
Print files will be available to the bank by 8:00 a.m. or earlier each
day.
SYSTEM FEATURES
- Download of print files
- Storage of prior day report files
- Limited report viewing capability for stored reports
- Selected report printing of stock paper reports during the download
process
- Designate any LAN/WAN printer for each report to be printed during the
download
CHARGES
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
INSTALLATION FEE: (ONE-TIME)
CSIRP Installation Fee $500
PROCESSING FEE:
CSIRP download software $50 per month
SYSTEM REQUIREMENTS
Windows 95/98 PC or NT Server
CSI Quicknet
PC Anywhere Dialup Software
BANK RESPONSIBILITIES
CSI will no longer print any stock paper or special forms or provide
microfiche for archiving purposes.
CSI SPECIAL FORMS PRINT OPTION
The bank may elect to have CSI continue to print special forms and
statements. The bank will be billed a monthly surcharge of 1.5% of the
processing charges for DDA, Savings, COD, XXX, Loans and General Ledger, with a
monthly minimum of $20 per application, for no less than five (5) applications.
The bank will still be responsible for printing any stock forms it may desire.
ACKNOWLEDGMENT: INDEMNIFICATION
The customer acknowledges and agrees that CSI is only providing print
image files and software for the customer to download to the bank. Any
additional processing or archiving of these files is the bank's responsibility.
The customer specifically acknowledges, without limitation, the applicability of
it's obligation pursuant to the Data Processing Agreement to hold harmless,
defend and indemnify CSI against any claims, actions, and demands.
CSISUP53OL(5/95)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CREDIT BUREAU INTERFACE
PROCESSING SCHEDULE -
Retrieval of Credit Bureau Information from Trans Union and/or Equifax
will be available from any on-line terminal in the bank during the hours as
contracted under the bank's on-line Data Base & Central Information File
Supplemental Agreement. This information will be displayed on the terminal or
can be printed in the bank from an on-line printer.
CHARGES -
Charges will be made monthly for services based on the number of credit
inquiries processed through CSI for the Customer the prior month. All invoices
are payable ten days net.
Pricing Per CREDIT BUREAU INTERFACE is as Follows:
Monthly Minimum: $50 for one Credit Bureau
or $75 for two Credit Bureaus
Processing Fee:
#
Transactions Price
First 299 $.50 ea.
Next 199 $.45 ea.
Next 199 $.40 ea.
Next 199 $.35 ea.
Next 199 $.30 ea.
Next 199 & Over $.25 ea.
BASIC PROCEDURES -
Transmission of a properly completed Credit Check Screen will allow
direct access to the Trans Union and/or Equifax credit reporting network through
CSI's on-line system. The reports will be returned either to an on-line terminal
or an on-line printer.
REQUIREMENTS -
Customer must be on-line with CSI and a member of the Trans Union
and/or Equifax Credit Bureau.
ACKNOWLEDGEMENT; INDEMNIFICATION -
The Customer acknowledges and agrees that CSI is only providing the
electronic interface between the Customer and Trans Union and/or Equifax for the
purpose of the Customer's accessing Trans Union and/or Equifax Credit Bureau
Information and that CSI is not responsible to the Customer or any bank credit
customers of the Customer or any other person for the content of any Credit
Bureau Information so accessed by the Customer. In this regard, the Customer
specifically acknowledges, without limitation, the applicability of its
obligation pursuant to the Data Processing Agreement to hold harmless, defend
and indemnify CSI against third party claims, actions and demands.
CSISUP58OL(12/99)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
ON-LINE DATA BASE & CENTRAL INFORMATION FILE
SERVICE DESCRIPTION -
CSI will provide computer equipment and software at its computer center
to allow connecting terminals located where designated by the Customer for
purposes of accessing account data, accessing the central information files,
memo posting balance changes, capturing file maintenance activity and/or
capturing transaction activity for applications processed under other
Supplemental Agreements. The Customer will provide the terminals, control units,
if necessary, modems, and the data communication phone line(s) from the
terminal location(s) to CSI's computer center.
AVAILABILITY SCHEDULE -
CSI will operate the on-line network over periods defined as follows
(NOTE: All times are Central Time.):
ACCOUNT ACCESS DATA CAPTURE
& MEMO POSTING NEW ACCOUNTS ETC.
AVAILABILITY AVAILABILITY
BEGIN END BEGIN END
--------- -------- --------- ---------
ALL WEEKDAYS 7:00 a.m. - 9:00 p.m. 7:00 a.m. to 9:00 p.m.
EXCEPT FRIDAY
FRIDAY 7:00 a.m. - 9:00 p.m. 7:00 a.m. to 9:00 p.m.
SATURDAY 7:00 a.m. - 5:00 p.m. 7:00 a.m. to 5:00 p.m.
NOTE: NEXT BUSINESS DAY CUTOVER IS 5:00 P.M. DAILY
The on-line files will be refreshed during the early morning hours
usually between midnight and 7:00 a.m. These files will be cutover to the new
day as they become available.
Data capture of new accounts, etc., will be available during the hours
as defined in the chart above. At the hour as stated above we will cutover the
capture to a new day such that anything entered after the cutover hour will
automatically be stored for the next processing day.
CSI agrees to devote its best efforts to having the system available
according to the above schedule but cannot guarantee immediate and uninterrupted
access through the on-line computer system during the specified times. It will
be necessary to make an exception to the availability schedule for routine and
emergency hardware and software maintenance, project testing, etc. The Customer
agrees that off-line back-up procedures are necessary in the event that the
on-line system is not available and further agrees to make provisions for such
back-up procedures.
DATA PREPARATION, TRANSMISSION & CAPTURE -
The accuracy of data transmitted through the on-line network and
captured on CSI's equipment is the responsibility of the Customer. CSI agrees to
provide reasonable controls and audit trails of such data but cannot guarantee
complete no-fail processing of such data. The Customer agrees that audit trail
of transactions from its own equipment is necessary and further agrees to
provide such audit trail. The Customer is responsible for the software necessary
to operate the terminal(s) and to provide message formats acceptable to CSI's
data capture network requirements.
EQUIPMENT-
The Customer agrees to pay for all equipment and data communication
phone line(s) necessary to connect to CSI's computer. Such equipment may
include, but not necessarily be limited to terminal devices for the entry and
retrieval of data, modems for connecting to the phone lines, controllers,
concentrators and multiplexers as may be necessary by the Customer's desire to
have more terminals or as necessitated by the choice of terminals or as dictated
by response time requirements. It is understood that the expansion of the
terminal and related equipment is at the option of the Customer as it relates to
its convenience and method of doing business. However, the selection of brand of
terminal equipment and the message formats of the equipment at the Customer's
location(s) must be approved by CSI for compatibility.
CHARGES -
Charges will be made monthly for services rendered the prior month.
Number of accounts will be those on file at the end of the month. All invoices
are payable ten days net.
Pricing will be as follows:
CONVERSION FEE:
Phone Line Installation Charges - Actual costs from telephone
company. (Quote provided will be based upon needs.)
ON-LINE PROCESSING FEES:
Per Account on the On-Line Data Base $ .05
(DDA and Savings accounts must be
on-line as a minimum.)
First 100 on-line terminals $ 22.50 ea.
Terminals 101-200 $ 18.00 ea.
Terminals 201 and over $ 15.00 ea.
Extended Hours Coverage Option
Per On-Line Data Base Account $ .01
Extended Coverage includes On-Line usage and access for Sunday. Data
Capture, New Accounts, etc., after normal hours, as outlined in the
Service Description section, will be posted on the next business day's
update.
CSI will coordinate the installation of telephone circuits to the
appropriate telephone service supplier, will receive billing for that
service and re-xxxx the applicable cost to the Customer on a monthly
basis.
CIF CONVERSION PREPARATION -
The Customer agrees to provide adequate manpower to review CIF scrub
listing and to make corrections for compliance with CIF standards via the
on-line system in a timely manner. CSI agrees to perform its automated CIF scrub
routines twice and to provide the scrub listings to the Customer. In addition,
CSI will provide instruction to Customer personnel to assist in the conversion
process.
(continued on back)
CHARGES -
Charges will be made monthly for services rendered the prior month.
Number of accounts will be those on file at the end of the month. All invoices
are payable ten days net.
Pricing will be as follows:
CONVERSION FEE:
$1,500.00 Fee to Automate CIF Scrubs & File Creation
CIF PROCESSING FEES (Minimum Charge - $ .00):
Per Base CIF Account (Open Accounts
and Marketing Modules) $ .05
ADDITIONAL SERVICES:.
History Module Option
Per Closed Account $ .02
Remarks Module Option
Per Remark $ .02
Minimum Charge $100.00
CIF Auxiliary Accounts Link
(posted by 10th of month)
Interface Charge Per Vendor $ 1,500
Per Balanced Refreshed $ .10
Per CIF Auxiliary Account $ .02
Monthly Minimum $150.00
Daily CIF Maintenance Report
Per Month $ 150
(for available reports consult the
On Line & CIF User Manual)
CSISUP60OL(10/00)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
PASSPORT ACCOUNT RECONCILIATION
PROCESSING SCHEDULE
The Account Reconciliation Program is a PC based program for building,
storing, and maintaining a database representing Issued, Paid, and Outstanding
Items on an account basis. Issued/paid checks can be downloaded from host
based DDA, AGL and COD applications. Items processed at CSI will be available
the following business day for downloading to your bank.
SYSTEM REQUIREMENTS
Windows 95/98 PC or NT Server
CSI Quicknet
CHARGES
Charges will be made monthly for services rendered the prior month.
Pricing will be as follows:
One Time Software License:
$995.00
Monthly Processing Fee:
$ .005 Per transaction per month
$50.00 Monthly Minimum
CSISUP61OL(9/98)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
EZ SPEC/URSA "REPORT WRITER"
PROCESSING SCHEDULE -
Report Writer will be available Monday through Saturday, excluding bank
holidays. Report files will be accessible in a minimum of 15 minutes for
individual applications and 30 minutes for relational reporting. Relational
non-scheduled reports (reports generated from data in multiple applications)
will be available after the first five (5) working days of the month.
Reports generated from data in individual application files may be
produced on Demand or by using the Pre-scheduled option, which is a re-occurring
report or a report scheduled for a future date. All individual application
reports produced from EOM files must be Pre-scheduled (or pay a surcharge, see
non-scheduled reports below), and will be available no later than 8:00 a.m. CT
on the second business day following month end.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
PROCESSING FEES:
Monthly Bundle
(25 Reports) $ 200 (must be established in the Bank Control Record)
Reports in Excess
of Bundle Limits $ 10 per Report
If Bundle Pricing
not in effect $ 50 per Report
Non-Scheduled reports
on first working day
of the month $ 100 per Report
BASIC PROCEDURES -
Reports will be customized and written in bank and printed in bank.
Report specifications can be saved in private directories. Options are available
for flexible report formats and sorting, headings, field formatting and
mathematical formulas. Reports can be scheduled to run on a re-occurring basis,
a future date, overnight, and same day.
REPORT SCHEDULE -
Same Day
Overnight
Future Date
Re-occurring
CSISUP63OL(7/99)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
NYCE INTERCHANGE PROCESSING
SERVICE DESCRIPTION -
CSI will provide computer equipment and software to permit Customer,
who is a user of the CSI Proprietary On-Line ATM Processing or Card Issue Only
service, to share transactions with other institutions in various network '
interchanges under agreement Customer has entered with NYCE.
BASIC PROCEDURES -
Interchange transactions will be processed through Customer's NYCE
Devices (i.e. ATMs/POS terminals) and/or authorized against Customer's data
files by CSI. Customer's interchange transactions will be reported and a
settlement of Customer's net position with the interchange will be entered
through the Federal Reserve System under the ACH Service on a daily basis.
Customer's net settlement position will be calculated from data provided by NYCE
and/or its agent to CSI. CSI cannot guarantee the accuracy of the data provided
by NYCE or NYCE's agent and the resulting settlement position calculation and
therefore assumes no responsibility for the accuracy of the data furnished to
CSI by NYCE. Customer hereby agrees to indemnify and hold CSI harmless from any
error or omission and the damages resulting therefrom if it is reasonably
determined that the error or omission was a result of errors in data furnished
to CSI.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing is as follows:
$ .08 Per Interchange Transaction
$ 215.00 Interchange/Interface Support
Pro-rata Share of Federal Reserve
Net Settlement Cost
PENALTIES -
The Customer acknowledges that various networks may assess penalties
for non-compliance with network standards as defined from time to time in their
operating rules. Customer further acknowledges its liability for penalties
assessed against itself or CSI because of Customer's failure to comply with the
network standards.
CSISUP71OL (7/95)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
MONEY ACCESS CARD (MAC) INTERCHANGE PROCESSING
SERVICE DESCRIPTION
CSI will provide computer equipment and software to permit Customer,
who is a user of the CSI Proprietary On-Line ATM Processing or Card Issue Only
service, to share transactions with other institutions under agreement Customer
has entered with MAC.
BASIC PROCEDURES
Interchange transactions will be processed through Customer's ATM
terminals and/or authorized against Customer's data files by CSI. Customer's
interchange transactions will be reported and a settlement of Customer's net
position with the interchange will be entered through the Federal Reserve System
under the ACH Services on a daily basis. Customer's net settlement position will
be calculated from data provided by MAC and/or its agent to CSI. CSI cannot
guarantee the accuracy of the settlement data provided by MAC or MAC's agent and
therefore assumes no responsibility for the accuracy of the data furnished.
Customer hereby agrees to indemnify and hold CSI harmless from error or omission
and the damages resulting therefrom if it is reasonable determined that the
error or omission was a result of errors in data furnished to CSI.
MAC PRODUCT CHANGES
From time to time MAC will make changes to their network operating
rules. Any costs incurred by CSI associated with making required technical
changes to support MAC operating rule changes may be prorated and passed on to
the CSI MAC user base.
CHARGES
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
One Time Charges:
Set up and implementation $ 1,000
Monthly Charges:
Interchange/interface support $ 200
Per interchange transaction $ .08
PENALTIES
The Customer acknowledges the MAC network may assess penalties for
non-compliance with network standards as defined from time to time in their
operating rules. Customer further acknowledges its liability for penalties
assessed against itself or CSI because of Customer's failure to comply with the
network standards.
CSISUP72OL (11/00)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
VISA CHECK CARD PROCESSING
SERVICE DESCRIPTION
CSI will provide computer equipment and software to permit Customer,
who is a user of the CSI Proprietary On-Line ATM Processing or Card Issue Only
service, to perform debit transactions on Visa designated devices. These
transactions will be controlled by the Operating Rules of Visa as to type and
duration of service. Customer agrees to be responsible for complying with all
Visa rules and regulations as they may apply to Customers use of this service.
BASIC PROCEDURES
Visa debit transactions will be authorized against Customer's data
files by CSI. CSI will provide holds, transaction matching, and funds settlement
for the debit transactions. Customers debit transactions will be reported and a
settlement of Customer's net position with Visa will be entered through the
Federal Reserve System or an account with a financial institution, designated by
CSI, under the ACH Service on a daily basis. Customer's net position will be
calculated from data provided by Visa and/or its agent to CSI. CSI can not
guarantee the accuracy of the data provided by Visa or Visa agent and the
resulting settlement calculation and therefore assumes no responsibility for the
accuracy of the data furnished to CSI by Visa. Customer hereby agrees to
idemnify and hold CSI harmless from any error or omission and the damages
resulting therefrom if it is reasonably determined that the error or omission
was a result of errors in data furnished to CSI.
PASS THROUGH CHARGES
Customer agrees to pay all one time and monthly recurring charges from
Visa for use of the Visa Check Card service. From time to time Visa may require
changes.
Any expenses that CSI may incur because of Visa required product
changes may be prorated and charged to the CSI product user base.
Customer agrees to pay all one time and monthly recurring charges from
NYCE or other CSI designated organization for Visa sponsorship and Visa
quarterly report preparation.
CHARGES
One time charges are due and payable upon supplemental signing.
$2500 Implementation and Setup
Charges will be made monthly for services rendered the prior month. All invoices
are payable ten days net.
$.16 Per Transaction
$.18 Per Card Account File
$200 Monthly Minimum
Exception item Handling:
$2.00 Per Draft Retrieval Request/Fee Collection Item
$15.00 Per Outgoing Chargeback/Presentment
$15.00 Per Incoming Chargeback/Presentment
$20.00 Lost/Stolen Card Report
These exception item charges are for CSI handling/data-entry of exception items.
PENALTIES
The Customer acknowledges the Visa network may assess penalties for
non-compliance with network standards as defined from time to time in their
operating rules. Customer further acknowledges its liability for penalties
assessed against itself or CSI because of Customer's failure to comply with the
network standards.
CSISUP79OL
COMPUTER SERVICES INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CSI PASSPORT TELLER
DESCRIPTION:
Computer software products and related documentation for use on microcomputers
for teller automation. In addition, CSI will provide computer equipment and
software at its computer center to support an on-line micro computer using CSI
Passport Teller On-Line Teller Machine System. Memo posting on-line data files
and accessing the central information file will be provided by CSI under the
terms of this agreement.
CHARGES:
Charges will be made monthly for services rendered the prior month. All invoices
are payable ten days net. Pricing will be as follows:
Monthly Processing Fees:
Per Teller Station $12.00
One Time Charges:
Initial purchase;
$2,500.00 Initial Setup Fee - First Location
$1,500.00 Initial Setup Fee - Additional Location(s)
$ 600.00 Per Unit Software Cost
$ (100.00) Deduction if sold with CSI supplied CPU, monitor and printer
Upgrade or Additional purchase:
$1,500.00 Setup Fee - Per Location
The following fees can be deducted from the per location set-up fee if the
services are not used.
$ 300.00 - Training
$ 300.00 - Installation
$ 900.00 - On-site support
(up to 3 days - $300.00 per day)
$ 600.00 Per Unit Software Cost
$ (100.00) Deduction if sold with CSI supplied CPU, monitor and printer
AVAILABILITY:
The on-line system will be available in accordance with availability schedule
outlined in On-Line Memo Posting and Data Capture Supplemental Agreement.
EQUIPMENT:
The customer agrees to pay for all equipment used to connect the bank's
microcomputer(s) to the CSI host system. Such equipment may include but not
necessarily be limited to the modems, multiplexers, etc., as may be necessitated
by the Customer's response time requirements. However, the selection of brand
and model of equipment at the Customer's location(s) must be approved by CSI for
compatibility.
ACTIVITY PROCESSING:
The accuracy of data transmitted from the bank's microcomputer and captured on
CSI's equipment is the responsibility of the Customer. CSI agrees to provide
reasonable controls and audit trails of such data, but cannot guarantee complete
no-fail processing. The Customer acknowledges that audit trail of transactions
from its own equipment is necessary and agrees to provide such audit trail.
SOFTWARE:
Subject to the terms and conditions of the Agreement, effective upon payment of
sums due, CSI hereby grants to the Customer the following and no other rights
and licenses:
A non-exclusive, non transferable right and license to use, in object
code only, the software program(s) ("Subject Programs") through which
any of the services subject to Supplemental Agreements are provided by
CSI to the Customer, for the sole purposes contemplated by this
Agreement.
No modification or preparation of derivative works of Subject Programs
whatsoever is permitted. The Customer may not copy, modify or adapt any portion
of the Subject Programs provided by CSI. CSI is not responsible for any
adaptations, or the compatibility of any software, equipment or service with
such adaptations.
CONFIDENTIALITY OF SUBJECT PROGRAMS; PROTECTION AND SECURITY:
CSI shall use all reasonable efforts to protect and defend the proprietary
nature of the Subject Programs. Except as expressly provided otherwise in this
Agreement, the customer shall not copy, modify, transcribe, store, translate,
sell, lease or otherwise transfer or distribute any of the Subject Programs
(including enhancements thereto), in whole or in part, without prior
authorization in writing from CSI.
All Subject Programs shall be marked with such copyright, patent or other
notices, proprietary legends, or restrictions as CSI may require. The Customer
agrees not to remove or destroy any proprietary markings, confidential legends
or copyright notices placed upon or contained within the Subject Program or any
related material.
The customer agrees to return promptly to CSI upon the earlier of the expiration
of the term of this Agreement, or discontinuance of use, all Subject Programs,
copies thereof and related materials.
[PASSPORT TELLER LOGO]
LICENSE AGREEMENT
BRANCHES # TELLER INSTALL
(Authorized site locations): STATIONS DATE
1. _______________________________________________ ______________ ____________
2. _______________________________________________ ______________ ____________
3. _______________________________________________ ______________ ____________
4. _______________________________________________ ______________ ____________
5. _______________________________________________ ______________ ____________
6. _______________________________________________ ______________ ____________
7. _______________________________________________ ______________ ____________
8. _______________________________________________ ______________ ____________
9. _______________________________________________ ______________ ____________
10. ______________________________________________ ______________ ____________
BANK NAME:_________________________________________________________________
BY: ____________________________________________________
TITLE: _________________________________________________
DATE: __________________________________________________
CSISUP80OL(10/00)
COMPUTER SERVICES, INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CSINET
PROCESSING SCHEDULE -
Retrieval of Internet information will be available from any on-line PC
equipped with Internet browser software in the bank. This information will be
displayed on the Customer's PC or printed in the Customer's bank from any
printer.
CHARGES -
Charges will be made monthly for services based on the volume of
information sent and received through CSI for the Customer the prior month.
Volume is measured in bytes with a single unit equal to one billion bytes (one
{"GB"}). (AH invoices are payable ten days net.)
Unit price is as follows:
Monthly Minimum: $100.00
Processing Fee:
0 GB through 5GB $100.00 per GB
>5 GB through 15 GB $ 50.00 per XX
x00XX $ 25.00 per GB
This pricing includes ten email accounts at no additional cost.
Each additional email account (greater than 10) will be billed at $4.50
per account per month.
Prices not subject to normal processing discounts.
Prices subject to change with thirty (30) days notice.
CSINet Agreement can be cancelled at any time with thirty (30) days
notice.
SERVICE DESCRIPTION -
CSI agrees to provide and maintain a dedicated high-speed Internet
connection and to protect this connection through the installation and continued
maintenance of a "Firewall" configured for the purpose of restricting
undesirable traffic. CSI further agrees to install and maintain monitoring
software for the purpose of restricting access to pornographic and other
inappropriate sites, and to generate reports to help monitor and manage usage.
REQUIREMENTS -
Customer must be on-line with CSI and meet these minimum requirements:
1. Utilization of the TCP/IP communications protocol
2. Personal Computers with Windows NT, Windows 95/98 or later
3. A Browser (Netscape 4.01 or later or (Internet Explorer 4.01
or later), including those with built-in dialer/IP support
ACKNOWLEDGMENT; INDEMNIFICATION -
The Customer acknowledges and agrees that CSI is only providing the
electronic interface between the Customer and CSI for the purpose of the
Customer's accessing the Internet and that CSI is not responsible to the
Customer or any other person for the content of any information so accessed by
the Customer. In this regard, the Customer specifically acknowledges, without
limitation, the applicability of its obligation pursuant to the Data Processing
Agreement to hold harmless, defend and indemnify CSI against third party claims,
actions and demands.
CSISUP86OL(5/99)
COMPUTER SERVICES INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
CSI PASSPORT PLATFORM
DESCRIPTION -
Computer software products and related documentation for use on
microcomputers for the purpose of deposit account automation. In addition, CSI
will provide computer equipment and software at its computer center to support
an on-line microcomputer using the CSI Passport Platform system. Memo posting
on-line data files, accessing the central information file, and capturing file
maintenance activity for posting to batch applications will be provided by CSI
under the terms of this Agreement.
CHARGES -
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net.
Pricing will be as follows:
MONTHLY USAGE AND MAINTENANCE FEE:
Per Platform Station $ 50.00
ONE TIME CHARGES:
*Initial purchase:
License $ 5,000.00
Training /Implementation $ 2,500.00
*Holding Company pricing is available. Contact Product Marketing for
details.
AVAILABILITY -
The on-line system will be available in accordance with availability
schedule outlined in On-Line Memo Posting and Data Capture Supplemental
Agreement.
EQUIPMENT -
The Customer agrees to pay for all equipment used to connect the bank's
microcomputer(s) to the CSI host system. Such equipment may include but not
necessarily be limited to the modems, multiplexers, etc., as may be necessitated
by the Customer's response time requirements. However, the selection of brand
and model of equipment at the Customer's location(s) must be approved by CSI for
compatibility.
FORMS -
The use of electronic forms in the Passport Platform system is not part
of this Agreement. If electronic compliance forms are used, the Bank must
license the use of the forms directly from an approved forms vendor. Electronic
forms may periodically require updates. CSI will make available updated forms
within 90 days of receipt of forms changes from approved vendor.
ACTIVITY PROCESSING -
The accuracy of data transmitted from the bank's microcomputer and
captured on CSI's equipment is the responsibility of the Customer. CSI agrees to
provide reasonable controls and audit trails of such data, but cannot guarantee
complete no-fail processing. The Customer acknowledges that audit trail of
transactions from its own equipment is necessary and agrees to provide such
audit trail.
SOFTWARE -
Subject to the terms and conditions of the Agreement, effective upon
payment of sums due, CSI hereby grants to the Customer the following and no
other rights and licenses:
A non-exclusive, non transferable right and license to use, in object
code only, the software program(s) ("Subject Programs") through which
any of the services subject to Supplemental Agreements are provided by
CSI to the Customer, for the sole purposes contemplated by this
Agreement.
No modification or preparation of derivative works of Subject Programs
whatsoever is permitted. The Customer may not copy, modify or adapt any portion
of the Subject Programs provided by CSI. CSI is not responsible for any
adaptations, or the compatibility of any software, equipment or service with
such adaptations.
CONFIDENTIALITY OF SUBJECT PROGRAMS;
PROTECTION AND SECURITY -
CSI shall use all reasonable efforts to protect and defend the
proprietary nature of the Subject Programs. Except as expressly provided
otherwise in this Agreement, the Customer shall not copy, modify, transcribe,
store, translate, sell, lease or otherwise transfer or distribute any of the
Subject Programs (including enhancements thereto), in whole or in part, without
prior authorization in writing from CSI.
All Subject Programs shall be marked with such copyright, patent or
other notices, proprietary legends, or restrictions CSI may require. The
Customer agrees not to remove or destroy any proprietary markings, confidential
legends or copyright notices placed upon or contained within the Subject Program
or any related material.
The Customer agrees to return promptly to CSI upon the earlier of the
expiration of the term of this Agreement or discontinuance of use, all Subject
Programs, copies thereof and related materials.
CSISUP93OL
COMPUTER SERVICES INC.
SUPPLEMENTAL DATA PROCESSING AGREEMENT
INTERNET BANKING INTERFACE
SERVICE DESCRIPTION:
CSI will provide host access to the Bank's customers for the purpose of
Internet Banking. The information may include:
- DDA balances
- DDA statement activity (current and previous month)
- SAV balances
- SAV statement activity (current and previous month)
- LNS balances
- XXX balances
- Transfers between DDA and SAV
PROCESSING SCHEDULE:
On-line interface for upload of data from CSI to will be available on a
continuous basis seven (7) day a week. CSI agrees to devote its best efforts to
having the system available according to the above specified time, but cannot
guarantee immediate and uninterrupted access.
SECURITY:
Communication lines and equipment between CSI and the Internet Banking
Vendor are owned and/or supported by the Vendor. At CSI's recommendation, the
Vendor has agreed to utilize encryption routers on the public frame relay line
installed between CSI and Vendor. In addition, CSI has required the use of a
Password scheme that required 8 digits, alpha/numeric and case sensitive for
client access.
CHARGES:
Charges will be made monthly for services rendered the prior month. All
invoices are payable ten days net. Pricing will be as follows:
One Time Fees:
Installation $1,500.00
Monthly Processing Fees:
Interface $ 150.00
Data Comm Connections $ 112.50
(5 station addresses at $ 22.50 each)
