Exhibit 10.3
International Services Agreement between Chestatee State Bank and The Bankers
Bank, dated April, 27, 1998
The Bankers Bank
CMSA9- INTERNATIONAL SERVICES AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
This agreement is made between Chestatee State Bank ("customer") and The Bankers
Bank.
Procedures, instructions, definitions, liabilities and/or warranties set forth
in the International Services Manual shall be deemed as providing terms for
these transactions and binding until revisions are sent forth changing such
conditions.
Let it be known that foreign transactions are not governed by United States law
and may be subject to the law of the place where the bank is located. There are
no standard international banking rules and regulations governing foreign banks
as an entity. Vast differences in handling may occur from country to country
dependent upon that government's policies and practices. The Bankers Bank issues
no warranties, expressed or implied, for assuming responsibility for any action,
claim, or damage as a result of any other party's handling of any transaction
whether on foreign or domestic soil.
Other involved banks fees, adjustments and/or service charges assessed in the
delivery or collection of items becomes the responsibility of the customer. Mail
cost and/or transportation options are to be assumed by the customer with advice
or assistance upon request for expeditions delivery. The Bankers Bank fees are
outlined in the enclosed Fee Schedule. The processes are subject to change with
30 day notice. All fees are assessed at the time of transaction.
Wire Transfer
Terms of agreement for foreign wire transfer requests are the same as
domestic wire transfer requests. Provisions are included under the same
instrument expressing conditions, warranties, liabilities and/or restrictions
for domestic fund transfer; thereby requiring no separate cover. (see reverse)
Foreign Cash Letter
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1. Endorsement: Customer must ensure instrument has been endorsed by payee and
also bears Customer's endorsement.
2. Payments: The Bankers Bank will credit Customer 3 days after the date of
receipt.
3. Returned/Unpaid Instruments: Any instrument which is returned to The
Bankers Bank will be charged back at TBB's selling rate for the foreign
currency on the day the instrument is received by The Bankers Bank.
Reclamation periods in foreign countries are not the same as those in the
United States.
Foreign Collection Items
------------------------
1. Endorsement: Customer must ensure instrument has been endorsed by payee and
also bears Customer's endorsement.
2. Payments: The Bankers Bank will pay Customer when final payment is received
for the item. The collection process usually takes between 30 and 60 days,
but sometimes longer.
3. Returned/Unpaid Instruments: Any collection items which are refused for
collection and returned to us will be mailed directly to your bank. Any
fees assessed to us will be charged to your bank.
BANK ("CUSTOMER") THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
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Date: 4-27-98 Date:
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The Bankers Bank
CMSA8- SERIES EE SAVINGS BONDS
EDS REPORTING AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THIS AGREEMENT made this 27 day of April, 1998, by and between THE BANKERS BANK
herein called "BANK" AND Chestatee State Bank herein called "RESPONDENT",
witnesseth:
In consideration of the mutual promises and agreements of the parties, as set
forth in the Cash Management Service Agreement executed between the Bank and the
Respondent, the parties hereby agree to the terms and condition of this SERIES
EE SAVINGS BOND AGREEMENT as follows:
1. Respondent agrees to subscribe to and Bank agrees to provide to Respondent
Series EE Savings Bond reporting ("Service"), in accordance with the terms
and conditions set forth herein and as described in the CONNECTION Services
agreement.
2. The Service includes the transmission of electronic notification initiated
by the Respondent and processed through the Bank to be received by The
Federal Reserve Bank of Atlanta for further processing of the bond order.
3. Respondent understands that Savings Bond orders received prior to 12:00
noon will be processed the same business day. All entries received after
12:00 noon will be processed the following business day.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be
executed by their duly authorized representatives, to be effective the date
first written above.
RESPONDENT THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
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Date: 4-27-98 Date:
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Treasury Agent No.
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The Bankers Bank
CMSA7- CASH SERVICES AGREEMENT
COIN, CURRENCY & FOOD COUPONS
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THIS AGREEMENT made this 27 day of April, 1998, by and between THE BANKERS BANK
herein called "BANK" AND Chestatee State Bank herein called "RESPONDENT",
witnesseth:
In consideration of the mutual promises and agreements of the parties, as set
forth in the Cash Management Service Agreement executed between the Bank and the
Respondent, the parties hereby agree to the terms and condition of this CASH
SERVICES AGREEMENT as follows:
1. Respondent agrees to subscribe to and Bank agrees to provide to Respondent
CASH SERVICES ("Services"), in accordance with the terms and conditions set
forth herein and as described in the Cash Services Agreement.
2. Respondent hereby agrees to be bound by the provisions of Operating
Circular No. 17 (Currency and Coin Services) and Operating Circular No. 7
(Food Coupons) when engaging in the types of transactions indicated in this
agreement.
3. Respondent agrees to notify Bank by 1:00 p.m., two days prior to its
scheduled shipment date, of its intent to purchase coin and/or currency.
Respondent further agrees to notify Bank no later than 11:00 a.m. of the
same day of shipment, of its intent to ship coin, currency or food coupons,
in order to receive same day credit.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be
executed by their duly authorized representatives, to be effective the date
first written above.
RESPONDENT THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
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Date: 4-27-98 Date:
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The Bankers Bank
CMSA6 - TREASURY, TAX & LOAN
ELECTRONIC COMMUNICATIONS AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THIS AGREEMENT made this 27 day of April, 1998, by and between THE BANKERS BANK
herein called "BANK" AND Chestatee State Bank herein called "RESPONDENT",
witnesseth:
In consideration of the mutual promises and agreements of the parties, as set
forth in the Cash Management Service Agreement executed between the Bank and the
Respondent, the parties hereby agree to the terms and condition of this
TREASURY, TAX & LOAN ELECTRONIC COMMUNICATIONS AGREEMENT as follows:
1. Respondent agrees to subscribe to and Bank agrees to provide to Respondent
TT&L Notification Services ("Service"), in accordance with the terms and
conditions set forth herein and as described in the CONNECTION agreement.
2. The Service includes the transmission of electronic notification of TT&L
Credit Advice initiated by the Respondent and processed through the Bank to
the Bank via the CONNECTION.
3. Respondent hereby agrees to be bound by the provisions of Operating
Circular No. 23 when engaging in the types of transactions indicated in
this agreement.
4. Respondent understands that TT&L Credit Advices received prior to 11:30
a.m. will be processed the same business day. Notifications received after
11:30 a.m. will be processed the following business day.
5. Bank, acting as agent in a tri-party arrangement for the Respondent, will
be transferring TT&L credit advice information on Respondent's behalf. The
transactions shall be posted to The Bankers Bank clearing account, for
further posting to the Respondent's account at The Bankers Bank.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to be
executed by their duly authorized representatives, to be effective the date
first written above.
RESPONDENT THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
-------------------------------- ------------------------
Date: 4-27-98 Date:
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The Bankers Bank
CMSA5 - LARGE DOLLAR NOTIFICATION AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THIS AGREEMENT made this 27 day of April, 1998, by and between THE BANKERS BANK
herein called "BANK" AND Chestatee State Bank herein called "RESPONDENT",
witnesseth:
In consideration of the mutual promises and agreements of the parties, as set
forth in the Cash Management Service Agreement executed between the Bank and the
Respondent, the parties hereby agree to the terms and condition of this LARGE
DOLLAR RETURN ITEM NOTIFICATION SERVICES AGREEMENT as follows:
1. Respondent agrees to subscribe to and Bank agrees to provide to Respondent
Large Dollar Return Item Notification Services ("Service"), in accordance
with the terms and conditions set forth herein and as described in the
CONNECTION agreement.
2. The Service includes the transmission of electronic notification initiated
by the Respondent via the CONNECTION and processed through the Bank to the
Bank of first deposit.
3. Notification received prior to 4:00 p.m. will be processed the same
business day. Notifications received after 4:00 p.m. will be processed the
following business day.
4. Respondent hereby agrees to be bound by the provisions of Operating
Circular No. 13 when engaging in the types of transactions indicated in
this agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to
be executed by their duly authorized representatives, to be effective the
date first written above.
RESPONDENT THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
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Date: 4-27-98 Date:
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The Bankers Bank
CMSA4 - ACH SERVICES AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THIS AGREEMENT made this 27 day of April, 1998, by and between THE BANKERS BANK
herein called "BANK" AND Chestatee State Bank herein called "RESPONDENT",
witnesseth:
In consideration of the mutual promises and agreements of the parties, as set
forth in the Cash Management Service Agreement executed between the Bank and the
Respondent, the parties hereby agree to the terms and condition of this ACH
SERVICES AGREEMENT as follows:
1. Respondent agrees to subscribe to and Bank agrees to provide to Respondent
Automated Clearing House ("ACH") Services (the "Service"), in accordance
with the terms and conditions set forth herein and as described in the Cash
Management Services Agreement.
2. The Service includes the transmission of electronic credit and/or debt
entries initiated by the Respondent and processed through the Bank to
account maintained at the Bank and at other banks and financial
institutions.
3. The Bank and the Respondent acknowledge that the Respondent has given the
Bank instructions detailing the plan of the operation of the Service with
regard to initiation and transmission of entries, transfer of funds, and
disposition of information. A copy of these instructions is attached hereto
and are incorporated herein by reference. The instructions may be changed
from time to time by written notice by the Respondent when accepted by the
Bank. The Bank will not unreasonably withhold its acceptance to such
changes.
4. The Respondent may utilize the following Depository Account located at the
Bank in connection with the operation of the service: Account Number:
5. The Respondent agrees and acknowledges the Bank will transmit electronic
credit and/or debit entries by means of the GEORGIA AUTOMATED CLEARING
HOUSE operated in conjunction with the Federal Reserve Bank of Atlanta for
the GEORGIA AUTOMATED CLEARING HOUSE ASSOCIATION, INC. (GACHA) and in
accordance with the National Automated Clearing House (NACHA) Operating
Rules and Procedures (the "Rules").
6. The Respondent will retain an original copy of each authorization for the
Bank to initiate a credit or debit entry for six (6) years or after the
date of termination or revocation of such authorization.
7. The Respondent agrees to provide the Bank with NACHA prescribed
prenotification information for all entries that the Respondent intends to
initiate, within the time limits prescribed in the Rules. The Bank agrees
to forward the prenotification information to the receiving institution(s).
If a receiving institution(s) reject(s) a prenotification entry for either
incorrect information or a request for a copy of the authorization, the
Respondent agrees not to initiate a live entry until prenotification
information has been accepted.
8. In order to initiate credit and/or debit entries, the Respondent will
deliver or cause to be delivered on its behalf specific credit and/or debit
entry information at the location and within the time frames as requested
by the Bank in the Respondent's implementation instructions as provided
under Paragraph 3 of this Service Agreement.
9. Upon receipt and acceptance of specific credit and/or debit entry
information from the Respondent, the Bank will initiate ACH transfers.
10. The Respondent agrees that the Bank is not required to verify the entry
information but instead may rely that the information furnished by the
Respondent is authentic and accurate and conforms to the Rules.
11. The Respondent acknowledges that the Bank cannot reverse or stop payment of
any entry at the GACHA after the entry has been received by GACHA. The
Respondent will notify the Bank of any errors in initiation. If notice of
such errors is received prior to the regular entry run cutoff of the
Federal Reserve Bank, as established in Appendix A of the Rules, the Bank
will use its best efforts to initiate an adjusting entry or issue a stop
payment on any "on-us" entries. If such a notice from the Respondent is
received after the cutoff time, the Bank will use its best efforts on
behalf of the Respondent to the extent provided in Part A, Section 7 of the
Rules.
12. In the event any entry is rejected by the ACH for any reason whatsoever, it
shall be the responsibility of the Respondent to remake such entry;
provided however, that the Bank shall remake any entry where the reflection
by the ACH was due to a discrepancy of the entry by the Bank and sufficient
data is available to the Bank to permit it to remake such entries. The
Respondent shall retain and provide the Bank, upon request, all information
necessary to remake any entry for three days after midnight of the
Effective Date. For the purposes of this Agreement the "Effective Date" is
the day the offsetting debit or credit entry is to be posted to the
Respondent's Demand Depository Account, as stated in the instructions
provided to the Bank by the Respondent.
13. If the Respondent is initiating credit entries, the Respondent will provide
good collected funds in the Respondent's Depository Account referred to in
the instruction stated in Paragraph 3 above to cover any credit entry
initiated by the Respondent no later than 2:00 p.m. on the Effective Date
applicable thereto. For the purposes of this Agreement, "good collected
funds" are defined as Federal Reserve funds subject to immediate
withdrawal.
14. If the Respondent is initiating debit entries, the Respondent will receive
immediately available funds in its Bank Depository Account for any debit
entry initiated by it on the later of the Effective Date applicable thereto
or the second banking day after receipt of the debit entry information from
the Respondent.
15. The Respondent will promptly provide good collected funds into its Bank
Depository Account to indemnify the Bank if any debit entry is rejected
after the Bank has permitted the Respondent to withdraw good collected
funds in the amount thereof or if any adjustment memorandum that relates to
any such entry is received by the Bank.
16. The Respondent agrees to reconcile each transfer listing or other
confirmation with its records and to notify the Bank of any errors within
forty-five (45) days.
17. The Bank will charge the Respondent on a periodic basis for the Services in
accordance with the Bank's fee schedule as presented and incorporated
herein by reference.
18. Both parties agree that in the event of a conflict between the provisions
of this Service Agreement and the Cash Management Services Agreement, the
terms and conditions of the Cash Management Services Agreement shall
prevail.
IN WITNESS WHEREOF, the parties hereto have caused this Service Agreement to
be executed by their duly authorized representatives, to be effective the
date first written above.
RESPONDENT THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
----------------------------- --------------------------
Date: 4-27-98 Date:
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The Bankers Bank
CASH MANAGEMENT SERVICES AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THIS AGREEMENT made this 27 day of April, 1998, by and between THE BANKERS BANK
herein called "BANK" AND Chestatee State Bank herein called "RESPONDENT",
witnesseth:
1. DESCRIPTION OF SERVICE: The CONNECTION provides the Respondent with
an electronic window to account activity information as well as functioning
as a communications system. The CONNECTION allows the Respondent to access
financial data and complete banking transactions directly from the
Respondent's office. Information may be accessed using a personal computer,
a modem and compatible communications software provided by The Bankers
Bank. These specifications are detailed in the users manual.
In addition, the CONNECTION provides the Respondent the ability to access
the services of the Federal Reserve Bank of Atlanta:
A. Wire Transfer Services
B. ACH Origination/Receive
C. Large Dollar Return Notification
D. T T & L Notification
E. Cash/Food Coupon Notification
F. Savings Bond Reporting
G. Electronic MICR File Delivery
2. DELIVERY AND INSTALLATION OF SOFTWARE; TRAINING: on execution hereof. Bank
will deliver one or more copies of its CONNECTION software in machine
readable form, on one or more diskettes, together with one or more copies
of the user manual (Rider A).
(a) Respondent shall use the Licensed Program solely for the purpose of
electronically submitting or requesting transaction information to Bank
using computer equipment which is owned or controlled by the Respondent
(Rider B).
(b) Respondent shall make no copies of the Licensed program except to copy
the Licensed program from floppy disk to hard disk as may be required
for compatibility of the Licensed program for use with the Respondent's
equipment, nor shall the Respondent disclose or transfer the licensed
program to any person or entity outside its own organization (Rider C).
(c) Respondent shall not attempt to modify, reverse compile or disassemble
the Licensed program (Rider D).
(d) If any diskette provided by the Bank is defective or becomes unusable,
or should the user manual need replacement, Bank shall replace the same
so long as this Agreement remains in effect and the worn out diskette
or manual is first returned to the Bank.
(e) On any termination of this agreement, all copies of the Licensed
program, including software and manuals, in the possession or under
control of the Respondent shall be returned to the Bank (Rider E).
(f) Although Bank may assist Respondent in the installation of the software
on Respondent's computer equipment and in training persons in
connection with the use of the software, Respondent shall bear all
responsibility for properly installing and using software (Rider F).
3. DISCLAIMER OF WARRANTY: RESPONDENT ACKNOWLEDGES THAT THE SOFTWARE MUST
INTERFACE WITH THE BANK'S COMPUTERS, AND ASSUMES THE RISK THAT THE BANK'S
COMPUTERS MIGHT NOT BE OPERATIONAL AT ALL TIMES, EXCEPT AS PROVIDED IN THE
WARRANTY BELOW, BANK MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE
LICENSED PROGRAM OR ITS USE AND HEREBY DISCLAIMS ANY WARRANTY OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. BANK SHALL IN NO CASE
BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL
DAMAGES. RESPONDENT ACKNOWLEDGES THAT THE LICENSED PROGRAM MAY CONTAIN
DEFECTS AND MAY NOT OPERATE ERROR-FREE OR WITHOUT INTERRUPTION. RESPONDENT
AGREES THAT BANK SHALL NOT HAVE LIABILITY TO RESPONDENT HEREUNDER BASED ON
NONPERFORMANCE, DEFECT AND/OR FAILURE OF THE LICENSED PROGRAM OR BANK'S OWN
COMPUTER TO PERFORM PROPERLY.
4. WARRANTY AND EXCLUSIVE REMEDY: Bank warrants that the Licensed software
will perform essentially as described in the documentation. However, this
warranty does not warrant that the Licensed program is error-free and Bank
shall not be liable for any losses or damages associated with any errors in
the Licensed program. If Respondent discovers what it believes to be an
error in the Licensed program, it shall bring the error to the attention of
Bank pursuant to the continuing support services provided under Section 6.
Upon verification of the error, Bank shall make reasonable efforts to
correct the error or find alternative means of accomplishing the task in
question (Rider H). If Bank is unable to do this, Respondent may, at its
option, terminate the Agreement, in which case it shall receive a refund on
a pro rata basis for the unused portion of the continuing support fee.
Respondent shall not receive any other refund. This right to terminate the
agreement constitutes respondents sole and exclusive remedy for any failure
of the software to operate properly or failure to operate in accordance
with the documentation.
5. RESPONSIBILITY FOR ERRORS; SECURITY: Bank is authorized by Respondent to
process in accordance with information Bank receives electronically from
Respondent. Respondent shall be solely responsible for the information
contained in the instructions and Bank shall have no responsibility for
erroneous data provided by the Respondent. Respondent accepts sole
responsibility for the safeguard of information regarding the security
codes provided for in using the Licensed program and for any unauthorized
or fraudulent use of the Licensed program purportedly on Respondent's
behalf (Rider I).
6. FEES AND CONTINUING SUPPORT: Upon execution of this agreement, Respondent
shall pay to Bank a fee for the installation of this software, as set forth
on the Bank Service Fee Schedule. Respondent shall also pay a Bank a fee,
as set forth on the Bank Service Fee Schedule for continuing support for
each copy of the installed software made by the Bank and made available to
Respondent during the period of continuing support, and the availability of
telephone assistance in using the Licensed program during Bank's regular
business hours.
7. PAYMENT OF FEES, EXPENSES, ETC.: Respondent shall be responsible for costs
and expenses incurred or imposed in connection with the use of the Licensed
program and shall hold the Bank harmless from, or pay or reimburse Bank
upon demand, for the following:
(a) Any costs or expenses associated with using the Licensed program,
including, without limitation, any related telephone charges for
transmission of ACH transactions to Bank.
(b) Bank's fees or charges then in effect for electronic receipt and
processing of ACH transactions. Bank retains the right to change such
fees from time to time. Unless Respondent terminates the Agreement in
accordance with Section 9, Respondent agrees to pay such fees upon
receipt of written notice of change from the Bank.
(c) Any expenses or charges, including, without limitation, attorneys fees
and legal costs actually incurred by or imposed on Bank in connection
with this agreement, its performance or enforcement, whether or not
suit or legal action is commenced.
8. ACH SERVICE AGREEMENT: This agreement may be supplemented by an ACH Service
Agreement. However, in case of any conflict, this agreement shall control.
9. TERMINATION OF AGREEMENT: Bank may terminate this agreement at any time for
breach of the terms and conditions set forth herein, by written notice
effective on mailing to Respondents address set forth below. Respondent may
terminate this agreement at any time by Respondent's written notice
effective the business day following the date of its receipt by Bank at:
0000 Xxxxxxxxx Xxxxxxx XX, 000 Xxxxxxxxxx Xxxxx 000, Xxxxxxx, XX 00000 or
at such other address that the Bank may subsequently indicate.
10. COMPLETE AGREEMENT; WAIVER: The invalidity or enforceability of any
provision of this agreement shall not affect validity or enforceability or
any other provision. All waivers under this agreement must be in writing.
No waiver or modification of any right or remedy with respect to one or
more occurrences or events shall be a waiver or modification of any such
right or remedy with respect to any other occurrence or event. This
agreement, as it may be supplemented by a Cash Management Services
Agreement, Money Transfer Agreement, ACH Services Agreement, Large Dollar
Notification Agreement, TT&L Notification Agreement, Cash/Food Coupon
Notification Agreement and Savings Bond Reporting Agreement constitutes the
entire agreement of the parties with respect to the subject matter hereof
and supersedes all prior purposes, communications and agreements, written
or oral with respect to such subject matter.
RESPONDENT ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND
AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. IN ADDITION, RESPONDENT HAS BEEN
SUPPLIED WITH A COPY OF THE PROFILE AND PRODUCT SUPPORT POLICY.
RESPONDENT THE BANKERS BANK
By: /s/ Xxxxxx X. Xxxxx By:
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Title: SRVP/COO Title:
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Date: 4-27-98 Date:
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ADDRESS OF RESPONDENT
0000 Xxx 00 Xxxx
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Xxxxxxxxxxx, Xx 00000
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The Bankers Bank
CASH MANAGEMENT SERVICES AGREEMENT
0000 Xxxxx Xxxxx Xx.
000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
THE BANKERS BANK CASH MANAGEMENT
PC PRODUCT SUPPORT POLICY
The agreements for The Bankers Bank's PC-based software include a monthly
maintenance support clause. Under this maintenance support clause, telephone
access to our Technical Services Department is provided for resolving problems
or answering questions related to the software.
Additionally, software enhancements to these products are made available at no
additional cost.
The maintenance support clause excludes certain situations as they are beyond
the scope of the agreement. These are listed below:
a. Changes in physical location of the computer, related peripherals or
telephone line(s) that, due to improper installation, prevent
operation of the software.
b. Moving The Bankers Bank PC-based software to another computer.
c. Changes in hardware, other software (including networks) or
telecommunications components that impair or prevent functioning of
the software.
d. Failure of the computer (including the monitor, hard drive, CPU, RAM)
external drives, printer, modem and/or telephone line(s) that
interface with The Bankers Bank PC-based software.
e. Failure of software that interfaces with The Bankers Bank PC-based
software, including DOS, accounting packages, payroll packages, etc.
f. Processing by unqualified or untrained personnel that results in
deletion of part or all of the software from the computer.
The Bankers Bank Technical Services Department may choose to respond to
situations as outlined above on a fee consulting basis at the rate of $100.00
per man hour expended in 30 minute increments. However, we reserve the right not
to respond to these non-covered occurrences. Please notify us in advance of any
planned changes in order for us to determine whether our technical analysts are
both available and qualified to assist you with the non-covered occurrence in
question.
The intent of this policy statement is to identify the normal scope of our
product support and to minimize any possible misunderstandings.
This CASH MANAGEMENT SERVICES AGREEMENT ("Agreement") is made this 27 day of
April , 1998 between The Bankers Bank of Atlanta, Georgia with its principal
offices at 2410 Paces Ferry Rd., 600 Paces Summit, Xxxxxxx, Xxxxxxx 00000 (the
"Bank") and Chestatee State Bank whose principal office is located at
Dawsonville, Ga (hereinafter "Client").
1. Services: Upon the terms and conditions set forth herein, the Bank shall
perform one or more of the cash management services (the "Services")
described in the exhibit shall apply. The following exhibits that are
initiated on behalf of the Bank and the Client, corresponding to the
Services listed below, are incorporated as part of this Agreement. If new
or additional Services are accepted, additional exhibits may be added and
will become part of this Agreement.
DATE INITIAL SERVICE
4/27 RWC CMSA1 - Signature Card/Money Transfer Authorization
4/27 RWC CMSA2 - Federal Funds Agreement
4/27 RWC CMSA3 - "The Connection"
4/27 RWC CMSA4 - ACH Services
4/27 RWC CMSA5 - Large $ Notification
4/27 RWC CMSA6 - TT&L Reporting
4/27 RWC CMSA7 - Cash/Food CPN Notification
4/27 RWC CMSA8 - Savings Bond Reporting
4/27 RWC CMSA9 - International Services
4/27 RWC CMSA10 - Elec Micr File Delivery
2. Service Fees and Payment: Client shall pay fees for the Services in
accordance with the Bank Service Fee Schedule, a copy of which is attached.
Fees and other charges are due and payable monthly. The Bank may change its
Service Fees upon thirty (30) days written notice to Client. Client, at its
option, may pay Service Fees by direct payment upon invoice from the Bank's
debiting Client's account with the Bank, by Client's maintenance of
compensating balances with the Bank, or by a combination of the preceding.
The method for payment will be designated on the Service Fee Schedule.
Client may change the method for payment at any time by notifying the Bank
and executing a new Service Fee Schedule. Client shall pay any special
transportation, communications, or delivery charges incurred by the Bank.
3. Confidential Information: The Bank shall use its best efforts to hold in
confidence and not disclose to other than its employees, agents and
independent contractors all information relating to the Client's account
received by the Bank in the course or rendering the Services hereunder,
except to the extent disclosure is required by legal process or by any
agents, independent contractors or other entities to perform the Services,
and that the Bank shall not be liable for any disclosure by such third
party servicers, agents, independent contractors or their entities.
4. Proprietary Information: Client acknowledges and agrees that all computer
programs, data bases, files, documents and other records, trade names and
logos relating to the Services, shall be the sole and exclusive property of
the Bank, its servicers, its agents or its subcontractors and that Client
shall acquire only a non-exclusive license to use such materials in the
manner and to the extent set forth in the agreements relating to the
services.
5. Indemnification: Client shall indemnify and hold the Bank harmless from and
against any and all losses, liabilities, costs, damages and expenses
(including attorney's fees actually incurred) to which it may be subject or
which it may incur arising out of or in connection with any breach by
Client of the Agreement or the agreements pertaining to any of the
Services.
