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Exhibit 10.35
AGREEMENT dated as of November 1, 1996 (the "Agreement") between Fiserv
Solutions, Inc., a Wisconsin corporation d/b/a Fiserv, at its Pittsburgh Center
with an address of 000 Xxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxxx, XX 00000 ("Fiserv"),
and Community National Bank of New Jersey, at its principal address of 000
Xxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxxxx("Xxxxxx")
Fiserv and Client hereby agree as follows:
1. Term. The initial term of this Agreement shall be five (5) years and,
unless written notice of non-renewal is provided by either party at least 365
days prior to expiration of the initial term or any renewal term, this Agreement
shall automatically renew for renewal terms of five (5) years each. In the event
the Client is an existing Fiserv user, this Agreement shall commence on the date
first written above. In the event the Client is a new Fiserv user, this
Agreement shall commence on the day the Fiserv Services (as hereinafter defined)
are first used by Client.
2. Services. (a) Services Generally. Fiserv, itself and through its
affiliates, agrees to provide Client, and Client agrees to obtain from Fiserv
the services (the "Services") and products (the "Products") (collectively the
"Fiserv Services") described in the attached Exhibits and that are marked with
an "X" below and initialed at the end of each Exhibit:
____ Exhibit A - Account Processing Services
____ Exhibit B - Item Processing Services
____ Exhibit C - EFT Services
____ Exhibit D - Mortgage Processing Services
____ Exhibit E - Equipment
____ Exhibit F - Software Products
____ Exhibit G - Card Services
____ Exhibit H - Additional Fiserv Services
The Exhibits set forth specific terms and conditions applicable to the
Services and/or Products, and where applicable, the Fiserv affiliate performing
the Services and/or Products. Only Exhibits marked with an "X" shall be provided
with this Agreement. Client may select additional listed Fiserv Services not
marked with an "X" above by executing with Fiserv an additional appropriate
Exhibit. Client may also select additional services (the "Additional Services")
and products (the "Additional Products") (collectively the "Additional Fiserv
Services") not listed above from time to time by completing with Fiserv an
Exhibit H-n to this Agreement.
(b) Conversion Services. Upon mutual agreement by the parties and upon
payment of a Conversion Services fee as quoted by Fiserv, Fiserv will convert
applicable Client data files to the Fiserv Services. Those activities designed
to transfer the processing of Client's data from its present servicer to the
Fiserv Services are referred to as "Conversion Services". Client agrees to
cooperate with Fiserv in connection with Fiserv's provision of Conversion
Services and to provide all necessary information and assistance in order to
convert the Client data files.
(c) Training Services. Fiserv shall provide training, training aids, user
manuals, and other documentation for Client's use as Fiserv, in its sole
discretion, deems necessary to enable Client personnel to become familiar with
the Fiserv Services. If requested by Client, classroom training in the use and
operation of the Fiserv Services will be provided at a training facility
designated by Fiserv. Standard Fiserv training relative to Conversion Services
shall be included in the Conversion Services fee. All other training shall be
quoted by Fiserv. All such training aids and manuals remain the property of
Fiserv.
(d) Network Support Services. At Client's request, Fiserv shall provide
Network Support Services (the "Network Support Services") consisting of
communication line monitoring and diagnostics and support personnel to discover,
diagnose, repair, or report line problems to the appropriate telephone company.
3. Communication Lines, Computer Terminals, and Related Equipment. (a)
Communications Lines and Related Equipment. Fiserv shall order, on Client's
behalf, the installation of appropriate data communication lines and
communications equipment at Fiserv's data center to facilitate Client's access
to the Fiserv Services. Client understands and agrees to pay such charges
relating to the installation and use of data communications lines and
communications equipment. Except to the extent Fiserv shall provide Network
Support
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Services to Client, Fiserv shall not be responsible for the reliability or
continued availability of the telephone lines and/or communications equipment
used to access the Fiserv Services.
(b) Computer Terminals and Related Equipment. Client shall obtain for its
locations sufficient computer terminals and other equipment, approved by Fiserv
and compatible with the Fiserv Services, to transmit and receive data between
Client's locations and Fiserv's data center. Fiserv and Client may mutually
agree to change the type of computer terminal and equipment used by Client.
4. Fees for Fiserv Services. (a) General. Client agrees to pay Fiserv the
fees for the Fiserv Services specified in the Exhibits. Except if limited in the
Exhibits, such fees may be increased from time to time. Upon prior notification
to Client, Fiserv may increase its fixed fees in excess of amounts listed in the
Exhibits in the event that Fiserv implements major system enhancements to comply
with changes in law, government regulation, or industry practices. Processing
fees shall be those host processing based fees for Services specifically
excluding, but not limited to, out-of-pocket, pass-through, software licensing
and equipment sale fees. Unless expressly provided to the contrary in this
Agreement, any fees herein do not include out-of-pocket expenses for any service
or product requested by and provided to the Client.
(b) Additional Charges. Fees for pass-through expenses, such as telephone,
microfiche, courier, and other similar charges incurred by Fiserv on Client's
behalf shall be billed to Client at cost plus the applicable Fiserv service fee.
Such pass-through expenses may be changed from time to time upon notification of
a fee change from a vendor/provider.
(c) Taxes. Fiserv shall add to each invoice, and Client shall pay, any sales,
use, excise, value added, and other taxes and duties however designated that are
levied by any taxing authority relating to the Fiserv Services. In no event
shall Client be responsible for taxes based upon the net income of Fiserv.
(d) Exclusions. The charges and fees set forth in the Exhibits do not
include, and Client shall be responsible for, furnishing transportation or
transmission of information between the Fiserv data center, Client's site or
sites, and any applicable clearing house, regulatory agency, or Federal Reserve
Bank.
(e) Network Support Services. Network Support Services shall be rendered from
Fiserv premises. Off-premise support will be provided upon Client's request on
an as available basis at the then-current Fiserv time and materials rates, plus
reasonable travel and living expenses.
(f) Payment Terms. Fees for Fiserv Services are due and payable monthly upon
receipt of invoice. Such invoice will contain:
(i) all fixed fees for the current month applicable to each Service and/or
Product;
(ii) all other fees calculable up to the date of invoice; and
(iii) sales or other taxes thereon.
In the event any amounts due remain unpaid beyond the 15th day after payment
is due, Client shall pay a late charge of 1.5% per month. Client agrees that it
shall neither make nor assert any right of deduction or set-off from invoices
submitted by Fiserv for Fiserv Services.
5. Procedures for Use of Services. (a) Procedures. Client agrees to comply
with any applicable regulatory requirements and with reasonable operating and
access procedures for use of the Services established by Fiserv and furnished
from time to time to Client.
(b) Changes. Fiserv continually reviews and modifies the Fiserv systems used
in the delivery of the Services (the "Fiserv System") to improve service and to
assist the Client with its compliance with government regulations, if any,
applicable to the data utilized in providing the Services. Fiserv reserves the
right to make changes in the Services, including but not limited to operating
procedures, the type of equipment or software resident at, and the location of
the Fiserv data center.
6. Client Obligations. (a) Input. Client shall be solely responsible for the
input, transmission, or delivery to and from Fiserv of all information and data
required by Fiserv to perform the Services unless Client has retained Fiserv to
handle such responsibilities. The data shall be provided in a format and manner
approved by Fiserv. Client will provide at its own expense or procure from
Fiserv all equipment, computer software, communication lines, and interface
devices required to access the Fiserv System. If Client has elected to provide
such items itself, Fiserv shall provide Client with a list of compatible
equipment and software; Fiserv reserves the
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right to charge Client its standard fee for recertification of the Fiserv System
resulting from such election.
(b) Client Personnel. Client shall designate appropriate Client personnel for
training in the use of the Fiserv System, shall supply Fiserv with reasonable
access to Client's site during normal business hours for Conversion Services and
shall cooperate with Fiserv personnel in their performance of Services,
including Conversion Services.
(c) Use of Fiserv System. Client shall comply with any operating instructions
on the use of the Fiserv System provided by Fiserv, shall review all reports
furnished by Fiserv for accuracy, and shall work with Fiserv to reconcile any
out of balance conditions. Client shall determine and be responsible for the
authenticity and accuracy of all information and data submitted to Fiserv.
(d) Forms, Supplies, Etc. Client shall furnish, or, if Fiserv agrees to so
furnish, reimburse Fiserv for, any special forms, supplies, microfiche, or
courier services applicable to the provision of Services.
(e) Upon Termination or Expiration of Agreement. Client shall be responsible
to pay the fees due under this Agreement until Fiserv has received written
notice to delete Client's files from Fiserv's host. This provision shall survive
the termination or expiration of this Agreement for any reason.
7. Ownership and Confidentiality. (a) Client Information. Fiserv agrees to
hold as confidential plans, customer lists, information, and other proprietary
material ("Client Confidential Information") received from Client by Fiserv.
"Client Confidential Information" shall also include information and data
concerning the business and financial records of Client's customers prepared by
or for Fiserv, or used in any way by Fiserv in connection with the provision of
Fiserv Services. All Client Confidential Information shall remain the property
of the Client, including master and transaction data files.
Fiserv will use the same care and discretion to avoid disclosure of Client
Confidential Information as it uses with its own similar information that it
does not wish disclosed, but in no event less than a reasonable standard of
care. Fiserv may use Client Confidential Information for any purpose that does
not violate such obligation of confidentiality. Fiserv may disclose Client
Confidential Information to (i) its employees and employees of its affiliates
who have a need to know; and (ii) any other party with Client's written consent.
Before disclosure to any of the above parties, Fiserv will have a written
agreement with such party sufficient to require that party to treat Client
Confidential Information in accordance with this Agreement. Fiserv may disclose
Client Confidential Information to the extent required by law. However, Fiserv
agrees to give Client prompt notice and make a reasonable effort to obtain a
protective order. The provisions of this paragraph survive any termination or
expiration of this Agreement.
No obligation of confidentiality applies to any Client Confidential
Information that Fiserv (i) already possesses without obligation of
confidentiality; (ii) develops independently; (iii) rightfully receives without
obligation of confidentiality from a third party. No obligation of
confidentiality applies to any Client Confidential Information that is, or
becomes, publicly available without breach of this Agreement.
(b) Fiserv Information. Client agrees to hold as confidential all plans,
information, research, development, trade secrets, and business affairs
(including that of any Fiserv client, supplier, or affiliate) and other
proprietary material ("Fiserv Confidential Information") received by Client from
Fiserv. "Fiserv Confidential Information" shall also include Fiserv's
proprietary computer programs, including custom software modifications, software
documentation and training aids, and all data, code, techniques, algorithms,
methods, logic, architecture, and designs embodied or incorporated therein. All
Fiserv Confidential Information shall remain the property of Fiserv.
Client will use the same care and discretion to avoid disclosure of Fiserv
Confidential Information as it uses with its own similar information that it
does not wish disclosed, but in no event less than a reasonable standard of
care. Client will not use Fiserv Confidential Information except in connection
with Fiserv Services under this Agreement. Client may disclose Fiserv
Confidential Information to (i) its employees who have a need to know; and (ii)
any other party with Fiserv's written consent. Before disclosure to any of the
above parties, Client will have a written agreement with such party sufficient
to require that party to treat Fiserv Confidential Information in accordance
with this Agreement. Client may disclose Fiserv Confidential Information to the
extent required by law. However, Client agrees to give Fiserv prompt notice and
make a reasonable effort to obtain a protective order. The provisions of this
paragraph survive any termination or expiration of this Agreement.
No obligation of confidentiality applies to any Fiserv Confidential
Information that Client (i) already possesses without obligation of
confidentiality; (ii) develops independently; (iii) rightfully receives without
obligation of confidentiality from a third party. No
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obligation of confidentiality applies to any Fiserv Confidential Information
that is, or becomes, publicly available without breach of this Agreement.
(c) Fiserv System. The Fiserv System contains information and computer
software that are proprietary and confidential information of Fiserv, its
suppliers, and licensors. Client agrees not to attempt to circumvent the devices
employed by Fiserv to prevent unauthorized access to the Fiserv System,
including, but not limited to, alterations, decompiling, disassembling,
modifications, and reverse engineering thereof.
(d) Confidentiality of this Agreement. Fiserv and Client agree to keep
confidential the prices, terms and conditions of this Agreement, without
disclosure to third parties.
8. Regulatory Agencies, Regulations and Legal Requirements. (a) Client Files.
The records maintained and produced for Client in the performance of this
Agreement (the "Client Files") may be subject to examination by such Federal,
State, or other governmental regulatory agencies as may have jurisdiction over
the Client's business to the same extent as such records would be subject if
they were maintained by Client on its own premises. Client agrees that Fiserv is
authorized to give all reports, summaries, or information contained in or
derived from the data in the possession of Fiserv relating to Client when
formally requested to do so by an authorized regulatory or government agency.
(b) Compliance with Regulatory Requirements. Client agrees to comply with,
and shall be responsible for complying with, applicable regulatory and legal
requirements, if applicable, including without limitation:
(i) submitting a copy of this Agreement to the appropriate regulatory
agencies prior to the date Services commence;
(ii) providing adequate notice to the appropriate regulatory agencies of
the termination of this Agreement or any material changes in Services;
(iii) retaining records of its accounts as required by regulatory
authorities;
(iv) obtaining and maintaining, at its own expense, any Fidelity Bond
required by any regulatory or governmental agency; and
(v) maintaining, at its own expense, such casualty and business
interruption insurance coverage for loss of records from fire, disaster, or
other causes, and taking such precautions regarding the same, as may be
required by regulatory authorities.
9. Warranties. (a) Fiserv Warranties. Fiserv represents and warrants that:
(i)(A) Fiserv will perform Client's work accurately provided that Client
supplies accurate data and follows the procedures described in all Fiserv
documentation, notices, and advices; and (B) Fiserv personnel will exercise due
care in the provision of Services. In the event of a processing or computational
error caused by any Fiserv personnel, systems, or equipment, Fiserv shall
correct the error and/or reprocess the affected report at no additional cost to
Client and Client's exclusive remedy for such error shall be recomputation of
affected accounts or items. Client agrees to supply Fiserv with a written
request for correction of the error within seven (7) days after Client's receipt
of the work containing the error. Work reprocessed due to errors in data
supplied by Client, on Client's behalf by a third party, or by Client's failure
to follow procedures set forth by Fiserv shall be billed to Client at the then
current Fiserv time and material rates.
(ii) it owns or has a license to furnish all equipment or software
comprising the Fiserv System. Fiserv shall indemnify Client and hold it harmless
against any claim or action that alleges that the use of the Fiserv System
infringes a United States patent, copyright, or other proprietary right of a
third party. Client agrees to notify Fiserv promptly of any such claim and
grants to Fiserv the sole right to control the defense and disposition of all
such claims. Client shall provide Fiserv with reasonable cooperation and
assistance in the defense of any such claim.
THE WARRANTY STATED ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY
FISERV. FISERV DOES NOT MAKE, AND CLIENT HEREBY EXPRESSLY WAIVES, ALL OTHER
WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR
OBLIGATIONS OF FISERV FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE
DELIVERY, USE, OR PERFORMANCE OF FISERV SERVICES.
(b) Client Warranties. Client represents and warrants that: (A) no
contractual obligations exist that would prevent Client from entering into this
Agreement; (B) it has requisite authority to execute, deliver, and perform this
Agreement. Client will indemnify and hold harmless Fiserv, its officers,
directors, employees, and affiliates against any claims or actions arising out
of (1) the use by
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Client of the Fiserv System in a manner other than that provided in this
Agreement or in the operating instructions supplied by Fiserv to Client and (2)
any and all claims by third parties through Client arising out of the
performance and non-performance of services by Fiserv, provided that the
indemnity listed in clause (2) hereof shall not preclude Client's recovery of
direct damages pursuant to the terms and subject to the limitations of this
Agreement.
10. Limitation of Liability. (a) General. IN NO EVENT SHALL FISERV BE LIABLE
FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES ARISING FROM CLIENT'S USE OF FISERV'S SERVICES, OR FISERV'S SUPPLY OF
EQUIPMENT OR SOFTWARE, REGARDLESS OF WHETHER SUCH CLAIM ARISES IN TORT OR IN
CONTRACT. CLIENT MAY NOT ASSERT ANY CLAIM AGAINST FISERV MORE THAN TWO (2) YEARS
AFTER SUCH CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF
ACTION RELATING TO SERVICES SHALL BE LIMITED TO THE PROCESSING FEES PAID BY
CLIENT TO FISERV FOR THE SERVICES RESULTING IN SUCH LIABILITY IN THE TWO (2)
MONTH PERIOD PRECEDING THE DATE THE CLAIM ACCRUED. FISERV'S AGGREGATE LIABILITY
FOR A DEFAULT RELATING TO EQUIPMENT OR SOFTWARE SHALL BE LIMITED TO THE AMOUNT
PAID FOR THE EQUIPMENT OR SOFTWARE.
(b) Lost Records. If Client's records or other data submitted for processing
are lost or damaged as a result of any failure by Fiserv, its employees, or
agents to exercise reasonable care to prevent such loss or damage, the liability
of Fiserv on account of such loss or damages shall not exceed the reasonable
cost of reproducing such records or data from exact duplicates thereof in
Client's possession.
11. Disaster Recovery. (a) General. Fiserv maintains a disaster recovery
service plan (the "Disaster Recovery Service Plan") for each Service provided by
Fiserv. A "Disaster" shall mean any unplanned interruption of the operations of
or inaccessibility to the Fiserv data center in which Fiserv, using reasonable
judgment, requires relocation of processing to a primary recovery location.
Fiserv shall notify Client as soon as possible after it deems a service outage
to be a Disaster. Fiserv shall move the processing of Client's standard on-line
services to a primary recovery location as expeditiously as possible and shall
coordinate the cut-over to back-up telecommunication facilities with the
appropriate carriers. Client shall maintain adequate records of all transactions
during the period of service interruption and shall have personnel available to
assist Fiserv in implementing the switchover to the primary recovery location.
During a Disaster, optional or on-request services shall be provided by Fiserv
only to the extent adequate capacity exists at the primary recovery location and
only after stabilizing the provision of base on-line services.
(b) Data Communications. Fiserv shall work with Client to establish a plan
for alternative data communications in the event of a Disaster. Client shall be
responsible for the costs of these communications.
(c) Annual Test. Fiserv shall test its Disaster Recovery Service Plan
annually. Client agrees to participate in and assist Fiserv with such test, if
requested by Fiserv. Test results will be made available to Client's management,
regulators, internal and external auditors, and Client's insurance underwriters,
upon request.
(d) Client Plans. Fiserv agrees to release the information necessary to allow
Client to develop a disaster contingency plan that operates in concert with the
Disaster Recovery Service Plan.
(e) No Warranty. Client understands and agrees that the Disaster Recovery
Service Plan is designed to minimize, but not eliminate, risks associated with a
Disaster affecting the Fiserv data center supplying the Services. Fiserv does
not warrant that service will be uninterrupted or error free in the event of a
Disaster; no performance standards shall be applicable for the duration of a
Disaster. Client maintains responsibility for adopting a disaster recovery plan
relating to disasters affecting Client's facilities and for securing business
interruption insurance or other insurance as necessary for Client's protection.
12. Termination. (a) Material Breach. Except as provided elsewhere in this
Section 12, either party may terminate this Agreement in the event of a material
breach by the other party not cured within ninety (90) days following written
notice stating, with particularity and in reasonable detail, the nature of the
claimed breach. Remedies contained in this Section 12 (a) are cumulative and are
in addition to the other rights and remedies available under this Agreement or
otherwise.
(b) Bankruptcy or Insolvency. Either party may terminate this Agreement in
the event the other party commits an act of bankruptcy or becomes the subject of
any proceeding under the Bankruptcy Act or becomes insolvent or if any
substantial part of a party's property becomes subject to any levy, seizure,
assignment, application, or sale for or by any creditor or governmental agency.
Remedies contained in this Section 12 (b) are cumulative and are in addition to
the other rights and remedies available under this
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Agreement or otherwise.
(c) Failure to Pay. In the event any invoice remains unpaid by Client fifteen
(15) days after its due date, or Client has deconverted any of its data from the
Fiserv System without prior written consent from Fiserv, Fiserv, at its sole
option, may terminate this Agreement and/or Client's access to and use of the
Fiserv Services. In such an event, Fiserv shall be entitled to recover from
Client as liquidated damages an amount equal to the present value of all
payments remaining to be made hereunder for the remaining term of the Initial
Term or any renewal term of this Agreement. For purposes of the preceding
sentence, present value shall be computed using the "prime" rate (as published
in the Wall Street Journal) in effect at the date of termination and "all
payments remaining to be made" shall be calculated based on the average bills
for the three (3) months immediately preceding the date of termination. Client
agrees to reimburse Fiserv for any expenses Fiserv may incur, including
reasonable attorneys' fees, in taking any of the foregoing actions. Any invoice
submitted by Fiserv shall be deemed correct unless Client provides written
notice to Fiserv within fifteen (15) days of the invoice date specifying the
nature of the disagreement.
(d) Merger. In the event of a merger between Client and another organization
in which (A) Client is not the surviving organization, (B) where the other
organization is not currently a user of Fiserv services similar to the Services
being provided hereunder, and (C) Client shall convert from Fiserv's Services
directly to the surviving organization, Fiserv will allow an early termination
of this Agreement upon the following terms and conditions:
(i) Written notice must be given six (6) months in advance, specifying the
deconversion date;
(ii) Fiserv may specify a deconversion date (not more than thirty (30) days
after the requested deconversion date), based on its previous commitments
and work loads; and
(iii) Fiserv may charge a termination fee based on the remaining unused
term of this Agreement, the amount to be determined by multiplying the
Client's average monthly invoice (using the three months immediately
preceding Fiserv's receipt of written notice) by seventy-five (75) percent
times the remaining months of the term, plus any unamortized conversion
fees or third party costs existing on Fiserv's books on the date of
deconversion.
(e) Termination Fee not a Penalty. Client understands and agrees that Fiserv
losses incurred as a result of early termination of the Agreement would be
difficult or impossible to calculate as of the effective date of termination
since they will vary based on, among other things, the number of clients using
the Fiserv System on the date the Agreement terminates. Accordingly, the
termination fee amount represents Client's agreement to pay and Fiserv's
agreement to accept as liquidated damages (and not as a penalty) such amount for
any such Client termination for merger.
(f) Return of Data Files. Upon expiration or termination of this Agreement,
Fiserv shall furnish to Client such copies of Client's data files ("Client
Files") as Client may request in Fiserv's standard machine readable format form
along with such information and assistance as is reasonable and customary to
enable Client to deconvert from the Fiserv System, provided, however, that
Client consents and agrees and authorizes Fiserv to retain Client Files until
(i) Fiserv has been paid in full for all Services provided hereunder through the
date such Client Files are returned to Client, and has been paid any and all
other amounts that are due or will become due under this Agreement, including,
but not limited to, data communication lease obligations, if any; (ii) Fiserv
has been paid its then standard rates for providing the services necessary to
return such Client Files; (iii) if this Agreement is being terminated, Fiserv
has been paid any applicable termination fee pursuant to subsection (c), or (d)
above; and (iv) Client has returned to Fiserv all Fiserv Confidential
Information if requested by Fiserv. Unless directed by Client in writing to the
contrary, Fiserv shall be permitted to destroy Client Files any time after
thirty (30) days from the final use of Client Files for processing.
(g) Miscellaneous. Client understands and agrees that Client is responsible
for the deinstallation and return shipping of any Fiserv-owned equipment located
on Client's premises. Prior to termination of this Agreement, Client shall
promptly reimburse Fiserv for the cost of any preprinted statements, checks, or
any other forms that Fiserv has prepared specifically for the Client and has on
hand at the termination of this Agreement.
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13. Arbitration. (a) General. Except with respect to disputes arising
from a misappropriation or misuse of either party's proprietary rights, any
dispute or controversy arising out of this Agreement, or its interpretation,
shall be submitted to and resolved exclusively by arbitration under the rules
then prevailing of the American Arbitration Association, upon written notice of
demand for arbitration by the party seeking arbitration, setting forth the
specifics of the matter in controversy or the claim being made. The arbitration
shall be heard before an arbitrator mutually agreeable to Client and Fiserv;
provided, that if Client and Fiserv cannot agree on the choice of an arbitrator
within ten (10) days after the first party to seek arbitration has given written
notice, then the arbitration shall be heard by three arbitrators, one to be
chosen by Client, one to be chosen by Fiserv, and the third to be chosen by
those two arbitrators. A hearing on the merits of all claims for which
arbitration is sought by either party shall be commenced not later than sixty
(60) days from the date of demand made by the first party seeking arbitration.
The arbitrator(s) must render a decision within ten (10) days after the
conclusion of such hearing. Any award in such arbitration shall be final and
binding upon the parties and the judgment thereon may be entered in any court of
competent jurisdiction.
(b) Applicable Law. The arbitration shall be governed by the United
States Arbitration Act, 9 U.S.C. 1-16. The arbitrators shall apply the
substantive law of the State of Wisconsin, without reference to provisions
relating to conflict of laws. The arbitrators shall not have the power to alter,
modify, amend, add to, or subtract from any term or provision of this Agreement,
nor to rule upon or grant any extension, renewal, or continuance of this
Agreement. The arbitrators shall have the authority to grant any legal remedy
available had the parties submitted the dispute to a judicial proceeding.
(c) Situs. If arbitration is required to resolve any disputes between
the parties, the proceedings to resolve the dispute shall be held in Milwaukee,
Wisconsin, or, in the alternative, Fiserv's primary business location.
14. Insurance. Fiserv carries the following types of insurance policies
written by a carrier or carriers rated "A" or above by Best:
(i) Comprehensive General Liability in an amount not less than
$1 million per occurrence for claims arising out of bodily injury and property
damage;
(ii) Commercial Crime covering employee dishonesty in an
amount not less than $5 million;
(iii) All-risk property coverage including Extra Expense and
Business Income coverage; and
(iv) Workers Compensation as mandated or allowed by the laws
of the state in which the services are being performed, including $500,000
coverage for Employer's Liability.
15. Audit. Fiserv employs an internal auditor responsible for ensuring
the integrity of its data processing environments and internal controls. In
addition, Fiserv provides for periodic independent audits of its operations.
Fiserv shall provide Client with a copy of the audit of the Fiserv data center
serving Client within a reasonable time after its completion and shall charge
each client a fee based on the pro rata cost of such audit. Fiserv shall also
provide a copy of such audit to the appropriate regulatory agencies, if any,
having jurisdiction over Fiserv's provision of Services hereunder.
16. General. (a) Binding Agreement. This Agreement is binding upon the
parties and their respective successors and permitted assigns. Neither this
Agreement nor any interest may be sold, assigned, transferred, pledged or
otherwise disposed of by Client, whether pursuant to change of control or
otherwise, without the prior written consent of Fiserv. Client agrees that
Fiserv may subcontract any of the Services to be performed under this Agreement.
Any such subcontractors shall be required to comply with all of the applicable
terms and conditions of this Agreement.
(b) Entire Agreement. This Agreement, including its Exhibits, which are
expressly incorporated herein by reference, constitutes the complete and
exclusive statement of the agreement between the parties as to the subject
matter hereof and supersedes all previous agreements with respect thereto.
Modifications of this Agreement must be in writing and signed by duly authorized
representatives of the parties. Each party hereby acknowledges that it has not
entered into this Agreement in reliance upon any representation made by the
other party not embodied herein. In the event any of the provisions of any
Addendum or Exhibit hereto are in conflict with any of the provisions of
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this Agreement, the terms and provisions of this Agreement shall control unless
the Addendum or Exhibit in question expressly provides that its terms and
provisions shall control.
(c) Severability. If any provision of this Agreement is held to be
unenforceable or invalid, the other provisions shall continue in full force and
effect.
(d) Governing Law. This Agreement will be governed by the substantive
laws of the State of Wisconsin, without reference to provisions relating to
conflict of laws. By entering into this Agreement, Fiserv agrees that the Office
of Thrift Supervision, FDIC, or other regulatory agencies having authority over
Client's operations shall have the authority and responsibility provided to the
regulatory agencies pursuant to the Bank Service Corporation Act, 12 U.S.C.
1867(C) relating to services performed by contract or otherwise.
(e) Force Majeure. Neither party shall be responsible for delays or
failures in performance resulting from acts reasonably beyond the control of
that party.
(f) Notices. Any written notice required or permitted to be given
hereunder shall be given by: (i) Registered or Certified Mail, Return Receipt
Requested, postage prepaid; (ii) by confirmed facsimile; or (iii) by nationally
recognized courier service to the other party at the addresses listed on the
cover page of this Agreement or to such other address or person as a party may
designate in writing.
(g) No Waiver. The failure of either party to insist on strict
performance of any of the provisions hereunder shall not be construed as the
waiver of any subsequent default of a similar nature.
(h) Financial Statements. Fiserv shall provide Client and the
appropriate regulatory agencies who so require a copy of Fiserv, Inc.'s audited
consolidated financial statements.
(i) Prevailing Party. The prevailing party in any arbitration, suit, or
action brought against the other party to enforce the terms of this Agreement or
any rights or obligations hereunder, shall be entitled to receive its reasonable
costs, expenses, and attorneys' fees of bringing such arbitration, suit, or
action.
(j) Survival. All rights and obligations of the parties under this
Agreement that, by their nature, do not terminate with the expiration or
termination of this Agreement shall survive the expiration or termination of
this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date indicated
below.
Fiserv Solutions, Inc.
Community National Bank of New Jersey
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
------------------------------------- -------------------------------------
Name : Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
------------------------------------- -------------------------------------
Title: President Title: Executive Vice President
------------------------------------- -------------------------------------
Date: November 12, 1996 Date: November 7, 1996
------------------------------------- -------------------------------------
9
ADDENDUM made as of even date to AGREEMENT dated as of November 1, 1996 between
Fiserv Solutions, Inc. ("Fiserv"), and Community National Bank of New Jersey
("Client").
1. INTEGRATION.
The Agreement (the "Contract") to which this Addendum is attached and this
Addendum together constitute a binding agreement (the "Agreement") between
Fiserv and Client in accordance with the terms of the Contract and this
Addendum. In the event of a conflict or inconsistency between the terms of the
Contract and the terms of this Addendum, the terms of this Addendum shall
control.
2. ACCOUNT PROCESSING SERVICES.
Fiserv will provide Client with the following Account Processing Services at the
fees and prices indicated:
(a) For an Account Processing Services Fixed Monthly Fee of $13,913.00 Fiserv
agrees to provide and Client agrees to pay for the Services listed on Exhibit A
- 1 with a "B" marked in the left margin, which is hereby incorporated by this
reference. All other Services provided hereunder shall be provided to the Client
upon reasonable request at then current pricing and in accordance with this
Agreement.
(b) Fee Adjustment Factors:
The delivery of the Services involves factors and risks that may increase
Fiserv's cost of providing such Services. Notwithstanding the foregoing, Fiserv
agrees to limit increases in its fees for those Services included in the Account
Processing Services Fixed Monthly Fee as follows:
Inflation: Fiserv agrees not to increase the Account Processing Services Fixed
Monthly Fee for inflation until December 31, 1997. Beginning January 1, 1998 and
annually thereafter, Fiserv reserves the right to adjust such fee using the
lesser of six percent (6%) or the annual increase in the U.S. Department of
Labor Consumer Price Index ("CPI"). Fiserv shall use the change in the latest
published index for the previous twelve months.
Volume Adjustment. For on-going volume related fee adjustments, the following
categories will be measured:
Demand Deposit Transactions
Total open Demand, Savings, and Time Deposit Accounts
Total open Retail (Installment, Line of Credit and Mortgage) Accounts and
Commercial Loan Notes
In the event that the Client's volumes increase during the term of this
Agreement, Fiserv shall limit any increase to the Account Processing Services
Fixed Monthly Fee in accordance with the following:
(i) Annually throughout the term of this Agreement, in the event that the
Client's then current volume for those categories listed above exceeds the
volumes as of the prior year end by more than ten percent (10%), the Account
Processing Services Fixed Monthly Fee shall be increased by the difference
between the percentage of actual volume growth and 10%. For this comparison,
volumes shall be determined by averaging the actual volumes of the final three
(3) months of each respective calendar year, and the percentage of actual volume
growth, if any, shall be determined on an average percentage difference basis,
whereby percentage differences (current over prior year) for each category above
shall be individually calculated and then averaged.
(ii) In the event that the Client (i) acquires other financial institutions or
branches or portfolios of accounts for which Fiserv will provide data processing
services under the terms and conditions of this Agreement or (ii) elects to have
Fiserv provide data processing services to existing affiliates other than the
aforementioned under the terms and conditions of this Agreement, the Fixed
Monthly Fee shall be increased upon the conversion of each such acquisition or
affiliate. Such increase(s) shall be calculated in accordance with (i) above
without allowance by comparing converted volumes to the actual volumes in the
month prior to the conversion.
(c) Conversion Services. FIserv agrees to provide conversion services on a quote
basis. Out-of-pocket expense will be invoiced as incurred. A more detailed
outline of the responsibilities of the parties with respect to conversions is
contained in the Conversion Requirements Document.
3. OTHER AGREED FEE TERMS.
(a) Fiserv agrees to waive the conversion/set-up fees for On-Line General Ledger
($1,000), Deluxe Check Ordering ($250) and Account Analysis ($3,500).
(b) Fiserv agrees to waive the minimum monthly processing fee for Account
Analysis and Account Reconciliation.
(c) Data Access Service is included in the Account Processing Services Fixed
Monthly Fee up to $800 per month.
(d) Fiserv agrees to reduce the license fee for Fiserv's Account Sales and
Teller System ("FAST") to $1,155 per workstation for those workstations
installed during calendar 1997 provided, however, that the Client execute a
license agreement with Fiserv for such workstations by March 31, 1997.
4. AGREED CONTRACT CHANGES.
(a) Fiserv agrees that it shall provide the Client with notice of at least
eighteen (18) months prior to the expiration of the Initial Term that the
Agreement will automatically renew pursuant to Contract Section 1 unless the
Client provides the required notice to Fiserv of its intention not to renew.
(b) The parties agree that the payment terms in effect prior to this Agreement
shall remain in effect through December 31, 1996 and that the payment terms in
Contract Section 4(f) shall become effective January 1, 1997.
(c) Contract Section 12(c) is hereby modified by striking in every instance the
word and number "fifteen (15)" and inserting in their place the word and number
"thirty (30)".
(d) Contract Section 12(d)(iii) is hereby modified by striking the word and
number "seventy-five (75)" and inserting in
10
their place the word and number "sixty (60)".
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, to be
effective as of the first date written above.
Fiserv Solutions, Inc.
Community National Bank of New Jersey
By: Xxxxx X. Xxxxxxx By: Xxxxx X. Xxxxxxx
------------------------------------- -------------------------------------
Name : Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx
------------------------------------- -------------------------------------
Title: President Title: Executive Vice President
------------------------------------- -------------------------------------
Date: Novrmber 12, 1996 Date: November 7, 1996
------------------------------------- -------------------------------------
11
Exhibit A - Account Processing Services
Client agrees with Fiserv as follows: 1. Services. Fiserv will provide
Client and Client accepts the Account Processing Services (the "Account
Processing Services") specified in the Account Processing Services Fee Schedule
attached as Exhibit A - 1 hereto marked with a "B" in the left margin, which
represents that the Service is included in the Account Processing Services Fixed
Monthly Fee. Other Services therein shall be provided when requested by Client
and accepted by Fiserv.
2. Fees. Client shall pay Fiserv the fees for the Account Processing
Services as specified herein. Other Services therein shall be paid for when
received by Client and in accordance with this Agreement.
3. Responsibility for Accounts. Client shall be responsible for
balancing its accounts each business day and notifying Fiserv immediately of any
errors or discrepancies. Provided that Client immediately notifies Fiserv of any
discrepancy in Client's accounts, Fiserv shall, at its expense, promptly
recompute accounts affected by discrepancies solely caused by Fiserv computer or
software systems or provide for another mutually agreeable resolution. Fiserv
will use its commercially reasonable efforts to correct errors attributable to
Client or other third party servicers of Client.
4. Reconstruction of Error Conditions. Reconstruction of error
conditions attributable to Client or to third parties acting on Client's behalf
will be done at prevailing rates as set forth in Exhibit A - 1.
5. Software Modifications. (a) Custom Programming. Fiserv will develop
a preliminary estimate of the anticipated man hours and costs plus or minus
fifty (50) percent associated with the implementation of said change. This
estimate will be returned to Client within four (4) weeks. Written acceptance by
Client to proceed with the project will be required prior to beginning the final
specifications. Fiserv will assign a projected completion date to the project,
provided no additional changes or modifications to the original specifications
occur once the project is in development.
(b) Regulatory Software Changes. Software changes required by
government bodies will be quoted in accordance with subsection (a) above and
such costs will be distributed to all data center clients on an equitable basis.
(c) Major Software Enhancements. All major software enhancements will
be subject to additional charges for processing and development in accordance
with Exhibit A - 1 hereto. Fiserv is under no obligation to upgrade its software
during the term of this Agreement.
6. Protection of Data. For the purpose of compliance with applicable
government regulations, Fiserv has developed an operations backup center, for
which Client has agreed to pay the charges indicated in Exhibit A - 1. Fiserv
tests the procedure periodically to ensure the data center's compliance. Copies
of transaction files are maintained by Fiserv off premises in secured vaults.
7. Processing Priority. Fiserv does not subscribe to any processing
priority; all users received equal processing consideration.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit A to
the Agreement to be initialed by their duly authorized representatives below.
------------------------------------------
Fiserv Client
Initials: JCP Initials:
KLK
------------------------------------------
------------------------------------------
12
Exhibit A
------------------------------------------------------------------------------------------------------------------------------------
BUNDLED SYSTEM OR SERVICE UNIT PRICE DESCRIPTION
------------------------------------------------------------------------------------------------------------------------------------
Account Analysis
B Per Account $ 0.30 Per account/month for first 1,000
$ 0.10 Per account/month for all accounts over 1,000
$ 300.00 Minimum/month
B History Retention $ 100.00 Per month
------------------------------------------------------------------------------------------------------------------------------------
Account Reconcilement
* Per Item $ 0.0250 Per item/month for first
*Monthly minimum fee is waived, 100,000 items
charge only on a per item basis $ 0.0225 Per item/month for next
100,000 items
$ 0.0200 Per item/month for next
100,000 items
$ 0.0175 Per item/month for all items
over 300,000
$ 100.00 Minimum per month
B History Retention $ 100.00 Per month
------------------------------------------------------------------------------------------------------------------------------------
Xxxxxxx Systems
Comply/CTR (Large Currency) Quote Contact Relationship
Comply/Wire Manager - Set-up and
Support fees subject to
vendor prices
------------------------------------------------------------------------------------------------------------------------------------
Automated Clearinghouse
B Receiving Transactions $ 0.07 Per item/month
$ 50.00 Minimum/month
Origination Transactions $ 0.07 Per item/month
RJE Origination $ 5.00 Per file per month
PDMs (Company Processing) $ 25.00 Per company/month
Tape Conversion $ 750.00 Per conversion
13
ATM/POS File Processing $ 100.00 Per set-up
Daily Transmissions (From ATM $ 100.00 Per month/transmission site
switches and/or Clearing Houses)
B Automated Returns $ 0.50 Per item
Notification of Change $ 0.02 Per item
B Direct Line Receiving from Fed $ 5.00 Per file/day
$ 400.00 Maximum/month
B Direct Line Origination to Fed $ 7.50 Per file/month
Payroll Processing $ 10.00 Per file/month
B Stop Payments/DNE $ 50.00 Per month for either or both
per institution
FEDI Receiving $ 50.00 Per month
FEDI Origination:
- Customer Set-up $ 200.00 Per customer of institution
- Customer Statement Set-up $ 100.00 Per customer of institution
- Per Record $ 0.25 Per NACHA 7 record
$ 50.00 Minimum NACHA record
charge per month
EPA (Electronic Payment $ 250.00 Set-up per institution
Authorization) $ 100.00 per month per institution
Automated Clearinghouse (cont.)
Risk $ 250.00 Set-up per institution
$ 100.00 per month per institution
$ 25.00 Per company/month
(Company Processing)
------------------------------------------------------------------------------------------------------------------------------------
Audit Confirmation Reports
B Set-up Charge $ 35.00 Per request
B More Than 10% Confirmed $ 0.30 Per positive confirmation
$ 0.25 Per negative confirmation
B Less than 10% confirmed $ 0.02 Per account on file/request
14
B Per request maximum $ 500.00 Per request/month
------------------------------------------------------------------------------------------------------------------------------------
Automated Returns
B Inquiry only $ 200.00 Per month
PETS Interface $ 300.00 Per month/institution
$ 600.00 Maximum/relationship
------------------------------------------------------------------------------------------------------------------------------------
Balance File Transmissions $ 250.00 Per application/month
------------------------------------------------------------------------------------------------------------------------------------
Bulk Filing
B Base $ 175.00 Per month per institution
B Per Transaction $ 0.002 Per month per DD
transaction
------------------------------------------------------------------------------------------------------------------------------------
BSG Software Quote Contact Relationship
Manager
------------------------------------------------------------------------------------------------------------------------------------
Central Marketing File
B Standard Build $ 100.00 Monthly or quarterly file
build - standard options
(primary holders and open
accounts)
Special Options Build $ 250.00 Per run
Off-Cycle Build $ 500.00 Per run (other than
scheduled cycle)
Peer Group Reporting $ 220.00 Annual peer group reports
(All CMF pricing excludes
tape charges)
------------------------------------------------------------------------------------------------------------------------------------
Central Reference File
15
B CRF Accounts (Alpha-Keys) $ .110 Per account/month for first
50,000 accounts
$ .090 Per account/month for next
50,000 accounts
$ .075 Per account/month for next
100,00 accounts
$ .060 Per account/month for all
accounts over 200,000
Address Labels $ 10.00 Per 1,000 accounts per
request
9-Digit Zip Code (ZIP+4) $ 10.00 Per 1,000 records one-time setup
$ 7.50 Per 1,000 records/run
CRF Miscellaneous Accounts $ .025 Per account/month
(Non-Fiserv Applications) $ 25.00 Minimum/month
$ 500.00 Maximum/month
Alpha-Key Merge $ 350.00 Per request/institution
GEO Code $ 500.00 Per request/institution
$ 5.50 Per 1,000 records processed
SQN Interface $ 5,000.00 One-Time Setup per
institution; standard format
Professional services fees
apply to customization
$ 150.00 Per month per institution for
monthly interface
$ 300.00 Per month per institution for
weekly interface
$ 350.00 Per month per institution for
daily interface
------------------------------------------------------------------------------------------------------------------------------------
Combined Interest
B Per Account (1099s and 1098s) $ 0.16 Per account/year
B W-8/W-9 $ 0.05 Per notice produced
B On-Line Corrections $ 1.50 Per correction/month
16
B B-Notices $ 300.00 Report produced from tape
$ 500.00 Data entry module
$ 1,000.00 Full tape processing
Above excludes any special
programming
------------------------------------------------------------------------------------------------------------------------------------
B Commercial Loans Plus $ 2.00 Per note/month
------------------------------------------------------------------------------------------------------------------------------------
Consulting Services Quote Contact Relationship
Manager
------------------------------------------------------------------------------------------------------------------------------------
Coupon Books Quoted by vendor
------------------------------------------------------------------------------------------------------------------------------------
B Credit Bureau Reporting $ 50.00 Per credit bureau/month
(INCLUDES 1 CREDIT BUREAU)
------------------------------------------------------------------------------------------------------------------------------------
CRISP Interface $ 400.00 Per month for first user institution
$ 300.00 Per month for each additional user
institution
------------------------------------------------------------------------------------------------------------------------------------
Custom Interfaces
Set-Up $ 100.00 Per recurring transmission site established
Professional Services fees additional
Incoming Transmissions $ 50.00 Per transmission if reformat required
$ 250.00 Maximum per month per custom interface
Outgoing Transmissions $ 50.00 Per transmission
$ 250.00 Maximum per month per custom interface
------------------------------------------------------------------------------------------------------------------------------------
Customer Reporting System
Deliver Point Bar Coding (DPBC) $ 2,000.00 One-Time Professional Services Fee
$ .01 Per month per document for which DPBC is printed
$ 100.00 Minimum/month
------------------------------------------------------------------------------------------------------------------------------------
Data Access Service (DAS)
B up to Per Record/Report $ 2.00 Per 1,000 records on reports not requiring
$384 CRF
with $ 2.50 Per 1,000 records on reports requiring
add'l CRF (CRF available only on weekends)
$416 $ 2.50 Label production rate per 1,000 records
fee per 1.20 Factor applied to download requests
month (Records equal sum of read plus
written/printed)
$ 40.00 Minimum/report
$ 250.00 Maximum/report
Storage $ 1.00 Per month for each request stored for re-
execution
Weekend Discounts 30% Discount applied to first $200 in weekend
reports
40% Discount applied to next $300
50% Discount applied to next $500
60% Discount applied to all over $1,000
------------------------------------------------------------------------------------------------------------------------------------
17
V Data Communications Quote Circuits, equipment and network support -
as quoted by / through vendors
------------------------------------------------------------------------------------------------------------------------------------
Deconversion $ 5,000.00 Base per institution
$ 200.00 Per tape produced
$ 250.00 For production of wipe-off DD statements
Above rates exclude requested Fiserv
professional services and out-of-pocket
expenses
------------------------------------------------------------------------------------------------------------------------------------
Deluxe One Network
Set-up $ 250.00 Per institution
500.00 Maximum per relationship
B Access $ 50.00 Per institution/month
$ 150.00 Maximum per relationship/month
------------------------------------------------------------------------------------------------------------------------------------
Demand Deposits
B Transactions Processed $ 0.018 Per transaction/month for first 300,000
$ 0.017 Per transaction/month for next 300,000
$ 0.016 Per transaction/month for next 400,000
$ 0.015 Per transaction/month for next 400,000
$ 0.014 Per transaction/month for next 400,000
$ 0.013 Per transaction over 1,800,000
$ 450.00 Minimum/month
B Account Maintenance $ 0.075 Per account/month
B Interest Bearing Accounts $ 0.145 Per open account/month
$ 75.00 Minimum/month
$ 0.05 Per closed account/month
B Draft Items $ 0.05 Per transaction/month
$ 0.02 Per notice/month
B Automatic Transfers $ 0.05 Per transaction/month
50.00 Minimum/month
$ 0.02 Per notice/month
B Sweep Transactions $ 0.05 Per transaction/month
50.00 Minimum/month
$ 0.02 Per notice/month
B History Retention:
- Seven Day $ 100.00 Per institution /month
- Extended $ 100.00 Per institution/month, incremental to seven
day fee
B Combined Balance Service Charge $ 75.00 Per institution/ month
B Kiting Suspect Report $ 50.00 Per institution/month
B Mutual Funds Sweep $ 400.00 Per institution/month
$ 800.00 Maximum/relationship
B Statement Zip Code Sort $ 0.01 Per zip code sorted statement /month
Service Charge Routine Setup Quote Professional services fees apply
B Service Charge Routine Change Quote Professional services fees apply
Accrual Adjustment Program $ 200.00 Per request first day plus $50 each
additional day after first day
Demand Deposits (cont.)
18
Account Number Production $ 25.00 Set-up per request
$ 5.00 Per 1,000 account numbers produced
Check Processing Descending Order $ 2,000.00 Set-up per institution
$ 4,000.00 Maximum per relationship
B Overnight Investments $ 300.00 Per month, first institution
$ 150.00 Per month, each additional institution
$ 600.00 Maximum/relationship
------------------------------------------------------------------------------------------------------------------------------------
Electronic Banking
Flex-Phone VRU Quote Contact Relationship Manager for System
quotes
Xxxx Payment Accounts $ 1.00 Per account/month
Non-Xxxx Payment Accounts $ 0.05 Per account/month
$ 250.00 Minimum account processing/month
By-Line Telephone Banking $ 400.00 Per month - 0 - 750 calls answered
$ 700.00 Per month - 751 - 10,000 calls answered
$ 900.00 Per month - 10,001 - 15,000 calls
answered
$ 1,100.00 Per month - 15,001 - 20,000 calls
answered
Pricing for call volumes over 20,000 quoted
Above pricing excludes costs of 800 number
access
AutoOpen Feature $ 0.50 Per account opened
Business Account Manager $ 750.00 One-Time Setup
Includes access to Fiserv's Xxxx Payment
service
- By-Line Users $ 12.00 Per BAM account/month (excludes costs
of 800 number access)
$ 150.00 Minimum/month
- Flex-Phone Users $ 2.00 Per BAM account/month
------------------------------------------------------------------------------------------------------------------------------------
B Escrow Management
Set-up $ 5,000.00 Per institution
$10,000.00 Per relationship maximum
Rent Security $ 100.00 Per month
Principal / Escrow $ 75.00 Per month
XXXX Reporting $ 50.00 Per month
$ 200.00 Per month for all three modules
------------------------------------------------------------------------------------------------------------------------------------
FAST Branch Automation Quote Contact Relationship Manager
------------------------------------------------------------------------------------------------------------------------------------
General Ledger
B Base $ 400.00 Per institution/month
B Account Centers $ 0.235 Per account/month for first 1,000
accounts
$ 0.155 Per account/month for next 1,000
accounts
$ 0.105 Per account/month for all accounts over
2,000
19
B Transactions $ 0.025 Per transaction/month for first 5,000
accounts
$ 0.014 Per transaction/month for next 5,000
accounts
$ 0.006 Per transaction/month for all accounts over
10,000
B Budget:
- Current and Next Year Module $ 50.00 Per institution/month
- Working Year Optional Selection $ 25.00 Per institution/month
- Prior Year Optional Selection $ 25.00 Per institution/month
B Application Interface $ 50.00 Per application
interfaced/institution/month
B Recurring Entries $ 10.00 Per batch/month
Daily Custom Reports $ 100.00 Per report/month (first report free)
Transaction Journal $ 250.00 Per journal (quarterly frequency)
Interface Custom Reports:
- Report Set-up $ 25.00 Per report set-up requested
- Report Generation $ 100.00 Per report generated/month (first report
free)
B Interface Extract $ 100.00 Per application/month
On-Line System:
B - Set-up $ 1,000.00 One-time for set-up
B - Monthly Budget $ 100.00 Per institution/month for current and next
year module
$ 25.00 Per institution/month for working year
optional selection
$ 25.00 Per institution/month for prior year
optional selection
B - Transaction History $ 500.00 One-time for set-up (waived if set-up at
(SET-UP) same time as on-line set-up)
B $ 50.00 Per institution/month for 14 day history
B $ 150.00 Per institution/month for 45 day history
------------------------------------------------------------------------------------------------------------------------------------
Global Access Manager Quote Contact Relationship Manager
------------------------------------------------------------------------------------------------------------------------------------
B Host Disaster Contingency Planning $ 750.00 Per institution/year for assets $0 to
$100mm
$ 1,500.00 Per institution/year for assets $101 to
$200mm
$ 2.250.00 Per institution/year for assets $201 to
$300mm
$ 3,000.00 Per institution/year for assets $301 to
$400mm
$ 3,750.00 Per institution/year for assets over
$400mm
$ 6,000.00 Maximum/relationship/year
------------------------------------------------------------------------------------------------------------------------------------
B Host/RJE Site Support $ 100.00 Per month/site
------------------------------------------------------------------------------------------------------------------------------------
B Hot Site Support $ 100.00 Per month/site
------------------------------------------------------------------------------------------------------------------------------------
InformEnt Data Collection Quote Contact Relationship Manager
------------------------------------------------------------------------------------------------------------------------------------
Late Payment Interest Charge 1.5% Of outstanding past due balance
------------------------------------------------------------------------------------------------------------------------------------
B Maturity Analysis Reporting
B Monthly Reporting $ 350.00 Per institution/month
20
Quarterly Reporting $ 400.00 Per institution/quarter
B Downline Loading $ 50.00 Per institution/month or quarter
B MARSFLEX Sorting Criteria $ 50.00 Per report (first report free)
------------------------------------------------------------------------------------------------------------------------------------
Microfiche
$ 0.95 Per original produced
$ 0.17 Per copy produced
$ 1.00 Hardcopy per frame requested
------------------------------------------------------------------------------------------------------------------------------------
Microlink
$ 30.00 Per institution Base/month
$ 7.50 Per access
------------------------------------------------------------------------------------------------------------------------------------
n/a Minimum Processing Fee $ 5,000.00 Per month; excluding third party xxxxxxxx
------------------------------------------------------------------------------------------------------------------------------------
On-Line Collections $ 0.60 Per active account/month
$ 0.11 Per inactive account/month
------------------------------------------------------------------------------------------------------------------------------------
PC Interface Support $ 100.00 Per month, includes support for PC
Services Package, SimWare and/or XCOM,
excludes third party software, maintenance
and CompuServe access time.
------------------------------------------------------------------------------------------------------------------------------------
Platform Automation Support
B Third Party All Vendor Systems $ 100.00 Per month
------------------------------------------------------------------------------------------------------------------------------------
B Presentment Items
B Per Account $ 0.25 Per account/month for first 1,000
accounts
$ 0.05 Per account/month for accounts over
1,000
$ 200.00 Minimum/month
------------------------------------------------------------------------------------------------------------------------------------
Printing $ 100.00 Per report available on microfiche or per
request
$ 2.50 Per savings account statement printed
------------------------------------------------------------------------------------------------------------------------------------
Professional Services
Includes (but not limited to) custom $ 85.00 Per hour, two hour minimum per request
programming (report and file creation, $ 250.00 Minimum per person per day for on-site
maintenance and fixes), and other Fiserv support (plus out-of-pocket expenses
personnel assistance not covered by contract $ 110.00 Per hour for urgent programming requests
$ 150.00 Base per mass maintenance request
$ 50.00 Per report generated from request
$ 100.00 Incremental for CRF access on report
------------------------------------------------------------------------------------------------------------------------------------
Report Regeneration $ 25.00 Per request/month (first two requests free)
------------------------------------------------------------------------------------------------------------------------------------
Reference Materials
CD-ROM:
- First Two No Charge Per institution per release
- Additional Copies $ 25.00 Per copy if preordered via annual
subscription
$ 100.00 Per copy for ad hoc requests
Paper Manuals (products not on CD): $ 75.00 Per manual per application
------------------------------------------------------------------------------------------------------------------------------------
Repost Due to Client Error Quote Professional Services rates apply
$2,000 minimum per incident
------------------------------------------------------------------------------------------------------------------------------------
21
------------------------------------------------------------------------------------------------------------------------------------
Retail Loans
B Open Accounts $ 0.63 Per account/month for first 5,000
accounts
$ 0.58 Per account/month for next 10,000
accounts
$ 0.53 Per account/month for next 20,000
accounts
$ 0.48 Per account/month for next 25,000
accounts
$ 0.45 Per account/month over 60,000 accounts
$ 1,000.00 Minimum/month
B Closed Accounts $ 0.05 Per account/month
B Loan Interest Statements:
- Payoff statements $ 0.10 Per statement/month
- Annual statements $ 0.10 Per statement
$ 100.00 Minimum for annual statements
Insurance Tape Creation $ 200.00 Per tape/vendor/application
Promotional Extensions $ 150.00 Base per execution
$ 0.05 Per account
------------------------------------------------------------------------------------------------------------------------------------
Retirement Planning
B Accounts $ 0.41 Per account/month
$ 200.00 Minimum/month
B Statements $ 0.10 Per statement/month (annual or off-cycle)
B W-2P, 1099R and 5498 $ 0.10 Per item/month
------------------------------------------------------------------------------------------------------------------------------------
RMDS
B* $ 250.00 Per month for 1 to 5 user IDs
*Over 40 Users included in the bundled fee $ 375.00 Per month for 6 to 10 user IDs
$ 525.00 Per month for 11 to 20 user IDs
$ 650.00 Per month for 21 to 40 user IDs
$ 775.00 Per month for over 40 user IDs
------------------------------------------------------------------------------------------------------------------------------------
Safe Deposit Box
B Per Account $ 0.05 Per account/month for first 4,000
accounts
$ 0.04 Per account/month for next 4,000
accounts
$ 0.03 Per account/month for all accounts over
8,000
$ 100.00 Minimum/month
------------------------------------------------------------------------------------------------------------------------------------
Savings Deposits
B Open Accounts $ 0.150 Per account/month for first 20,000
accounts
$ 0.145 Per account/month for next 20,000
accounts
$ 0.140 Per account/month for next 20,000
accounts
$ 0.135 Per account/month for next 20,000
accounts
$ 0.130 Per account/month for next 20,000
accounts
$ 0.125 Per account/month for all accounts over
100,000
$ 250.00 Minimum/month
22
B Closed Accounts $ 0.05 Per account/month
B Draft Items $ 0.05 Per transaction/month
$ 0.02 Per notice/month
B History Retention $ 100.00 Per month
B Statement Zip Code Sort $ 0.01 Per zip code sorted statement
Service Charge Routine Setup $ 100.00 Per routine
Service Charge Routine Change $ 25.00 Per field changed
$ 100.00 Maximum per routine changed
Accrual Adjustment Program $ 200.00 Per request first day plus $50 each
additional day after first day
Tape for Coupon Book Production $ 300.00 Per request ($200 for tape, $50 for
special report, $50 for processing)
------------------------------------------------------------------------------------------------------------------------------------
Securities/Collateral/Officer Tracking
B Per Priced Item $ 0.30 Per priced item/month
B Per Unpriced Item $ .10 Per unpriced item/month
$ 25.00 Minimum/month
------------------------------------------------------------------------------------------------------------------------------------
Special Reports $ 50.00 Applies to any report which is not
produced in the normal processing flow
but which has previously been
programmed by Fiserv. Additional fees
associated with the creation and generation
of new special reports are described under
Professional Services
$ 100.00 Incremental for CRF access on special
report
------------------------------------------------------------------------------------------------------------------------------------
Tape Creation $ 200.00 Per physical tape produced (or equivalent
on alternative media)
------------------------------------------------------------------------------------------------------------------------------------
Teller Support
B Inquiry $ 225.00 Per month
B Datacaptue/Truncation $ 125.00 Per month (additional to inquiry support)
------------------------------------------------------------------------------------------------------------------------------------
B Third Party Review $ 350.00 Per original
$ 35.00 Per copy
------------------------------------------------------------------------------------------------------------------------------------
Time Deposits
B Open Accounts $ 0.26 Per account/month for first 20,000
accounts
$ 0.24 Per account/month for accounts over
20,000
$ 175.00 Minimum/month
B Closed Accounts $ 0.05 Per account/month
B History Retention $ 100.00 Per month
B Statement Zip Code Sort $ 0.01 Per zip code sorted statement
------------------------------------------------------------------------------------------------------------------------------------
Training
Fiserv Training Services Quote Contact Relationship Manager
CBT Modules Quote Contact Relationship Manager
------------------------------------------------------------------------------------------------------------------------------------
23
Exhibit E - Purchase of Equipment Through Fiserv
Client agrees to purchase, and Fiserv agrees to sell, Equipment (as
hereinafter defined) on the terms and subject to the conditions hereinafter set
forth:
1. Equipment and Fiserv Obligations. Equipment, if any, being purchased
through Fiserv shall be described in Exhibit E - 1 hereto, or in a signed order
letter from Client to Fiserv specifying the quantity, type and price for the
equipment desired, (the "Equipment"). Client understands that Fiserv is acting
as an independent sales organization representing each manufacturer or supplier
(each, a "Manufacturer") identified in Exhibit E - 1. Client also understands
and agrees that the ability of Fiserv to obtain the Equipment may be subject to
availability and delays due to causes beyond the control of Fiserv. Fiserv shall
promptly place any orders submitted under this Agreement with each Manufacturer
and shall, at Client's direction, request expedited delivery whenever available.
2. Delivery and Installation. (a) Delivery. On Client's behalf, Fiserv
shall arrange for delivery of the Equipment to the site or sites ("Installation
Site(s)") designated by Client on Exhibit E - 2 on or about the date (the
"Delivery Date") requested. In the absence of shipping instructions, Fiserv
shall select a common carrier on behalf of Client. Client shall be responsible
for appropriate property insurance for all equipment, whether Client-owned or
Fiserv-owned, within Client's premises.
(b) Installation and Acceptance. Fiserv shall arrange for the
installation of the items of Equipment in consideration of the Installation Fees
listed on Exhibit E - 2. Client shall not perform any installation activities
without the written consent of Fiserv. Fiserv or its designee shall have full
and free access to the Equipment and the Installation Site until installation is
completed. If a suitable installation environment is not provided by Client,
then Fiserv shall be required to perform only as many normal installation
procedures as it deems to be practicable within the available facilities.
Installation of Equipment will take place during normal Fiserv business hours,
Monday through Friday, exclusive of Fiserv holidays, unless otherwise agreed by
Fiserv. The Equipment shall be deemed to have been accepted when it has passed
either the Fiserv or the Manufacturer's standard post-installation test
procedures at the Installation Site.
(c) Installation Environment. Client shall provide a suitable
installation environment for the Equipment as specified by Fiserv or its agents
and any and all other specifications provided to Client by the Manufacturer or
Fiserv. Client shall also be responsible for furnishing all labor required for
unpacking and placing each item of Equipment in the desired location for
installation. Client shall be responsible for physical planning including, but
not limited to, floor planning, cable requirements, and safety requirements in
accordance with the installation manual and any and all applicable building,
electrical, or other codes, regulations, and requirements. All such physical
planning shall be completed on or before the delivery date for the Equipment.
3. Shipment, Risk of Loss and Title to Equipment. All prices shown on
Exhibit E - 1 are F.O.B. at the Manufacturer's plant. All transportation,
rigging, drayage, insurance, and other costs of delivery of the Equipment to the
Installation Site shall be itemized on an invoice submitted to Client and shall
be paid by Client. Risk of loss shall pass to Client upon shipment. Title to the
Equipment shall remain with the Manufacturer until all payments for the
Equipment have been made by Client and, until such time, Client agrees that it
shall not sell, transfer, pledge, or otherwise dispose of the Equipment without
the prior written consent of Fiserv.
4. Security Interest. Client grants Fiserv a security interest in all
the Equipment and the proceeds thereof until the purchase price due Fiserv shall
have been paid in full. Client shall execute any instruments or documents Fiserv
deems appropriate to protect the security interest and, in any event, this
Agreement shall constitute a financing agreement within the meaning of Article 9
of the Uniform Commercial Code and a copy of this Agreement may be filed at any
time after signature by Fiserv as a financing statement for that purpose. In the
event of default in payment or other breach by Client, Fiserv shall have all
rights and remedies of a secured creditor upon default as provided by applicable
law. Fiserv shall, at its sole expense, file releases for any financing
statements recorded pursuant to this Agreement promptly upon receipt of final
payment.
5. Warranties. Fiserv warrants that Client will acquire good and clear
title to the Equipment free and clear of all liens and encumbrances. Fiserv
hereby assigns to Client all warranties the Manufacturer has granted to Fiserv
with respect to the Equipment as set forth on Exhibit E - 1. Client
24
hereby agrees to all of the terms and conditions applicable to those warranties
and acknowledges that: (i) neither the Manufacturer nor Fiserv warrants that the
use of the Equipment will be uninterrupted or error free; and (ii)
Manufacturer's warranties, and the assignment of such warranties by Fiserv to
Client, shall not impose any liability on Fiserv due to the services or
assistance provided to Client by Fiserv with respect thereto.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit E to be
initialed by their duly authorized representatives.
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Fiserv Client
Initials: JCP Initials: KLK
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25
Exhibit E - 1
Equipment, Manufacturer and Prices
Equipment Manufacturer
--------- ------------
Price
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26
Exhibit E - 2
Installation Sites and Fees
27
Exhibit F
Software Products
1. License. Each license agreement subject to the terms of this
Agreement shall be separately labeled as Exhibit F-n attached hereto. By using
the software described on each such Exhibit F-n, Client agrees to the terms and
conditions contained in the license agreement.
2. License Fee. Payment of any license fees identified in any such
Exhibit F-n to Fiserv by Client shall be accepted by Fiserv and the applicable
Fiserv affiliate as payment of such license fees.
3. Termination of Agreement. Notwithstanding any provision to the
contrary in any such Exhibit F-n, the termination of this Agreement shall
terminate any such Exhibit F-n, at Client's sole option.
IN WITNESS WHEREOF, the parties hereto have caused this Exhibit F to be
initialed by their duly authorized representatives below.
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Fiserv Client
Initials: JCP Initials: KLK
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