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EXHIBIT 10.3
PROVESA, INC. DATA PROCESSING AGREEMENT
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PROVESA, INC.
DATA PROCESSING AGREEMENT
This DATA PROCESSING AGREEMENT is made and entered into as of the 11 day of
December, 1996, by and between Gwinett Banking Company, located at 000 Xxxx
Xxxx Xxxxx, Xxxxx 000, Xxxxxxxxxxxxx, Xxxxxxx 00000 and its successors (herein
referred to as the "Participating Bank"), and Provesa, Inc., located at 0000
Xxxxxxxx Xxxxxx Xx. Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 (herein referred to as
the "Computer Center").
In consideration of the mutual promises and covenants contained herein, the
parties hereto agree as follows:
1. DATA PROCESSING SERVICES. Computer Center agrees to render to
Participating Bank the data processing services described on
Exhibit "A" (the "Services") for the term of this Agreement, and
Participating Bank agrees to purchase the Services. This Agreement
describes the general nature of the Services and the terms under
which the Computer Center is to provide or make the Services
available to the Participating Bank. In the event of any conflict
between the language of this Agreement and any brochures, verbal
representations, or other materials describing the Services, the
language of this Agreement shall control.
2. CONVERSION OF PARTICIPATING BANK'S INFORMATION.
a) Within a reasonable time following execution of this
Agreement, Computer Center will undertake the
programming required to convert Participating Bank's
information files into a format compatible with the
Computer Center systems. Participating Bank agrees to
cooperate with Computer Center in this endeavor and to
provide all information and assistance required for
Computer Center to successfully convert Participating
Bank's information files to a form compatible with Computer
Center's systems and equipment so that Computer Center can
provide the Services. Among other things, Participating
Bank shall deliver conversion input information, in its
entirety, in a mutually acceptable medium, as and when the
parties agree.
b) Computer Center shall determine, in accordance with its
normal acceptance procedures, when Participating
Bank's information files have been successfully converted
and when the Services to be provided by Computer Center to
Participating Bank are operational and available for
Participating Bank's use. Participating Bank agrees to
review and check the information converted by Computer
Center within ten (10) days after notice to Participating
Bank of Computer Center's completion of conversion.
Computer Center reserves the right to postpone conversion
of Participating Bank's information files if Participating
Bank is late in delivering its conversion input information
or if any other circumstances arise that might jeopardize
the successful completion of Participating Bank's
information conversion or the processing of the
Participating Bank's following day's transactions for
any other customers of Computer Center.
c) In the event the conversion process is stopped, canceled, or
suspended by Participating Bank, Participating Bank
agrees to pay Computer Center all labor costs, expenses,
and charges incurred by Computer Center in preparing to
perform under this Agreement. Computer Center shall submit
to Participating Bank an itemized statement of all such
charges and Participating Bank agrees to pay said statement
prior to the return to Participating Bank of any conversion
input information or data provided to Computer Center and,
in any event, within thirty (30) days after receipt.
d) Computer Center shall provide to Participating Bank
training for a maximum of five (5) working days so that
Participating Bank may fully utilize the Services provided
by Computer Center at the time of conversion of
Participating Bank's information.
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3. INPUT AND OUTPUT DATA. Participating Bank shall be
responsible for providing to Computer Center all input
data and other information necessary for Computer Center to
perform the Services and to prepare those reports described
on attached Exhibit "C" (the "Reports"). The input data
shall be transmitted by Participating Bank to Computer
Center in a format acceptable to Computer Center via an
approved telecommunication method and system.
Participating Bank is solely responsible for the accuracy
and delivery of all information to be provided to Computer
Center for processing. Computer Center agrees to provide
Participating Bank with Reports at such times as are
described on Exhibit "C," provided, however, that in any
event Computer Center shall have a reasonable amount of
time after receipt of the input data from Participating
Bank to process such data. All Reports shall be delivered
by Computer Center to Participating Bank by
telecommunications to a remote printer designated by
Participating Bank. The design and format of any Reports
or forms to be prepared by Computer Center must be approved
by Computer Center.
4. TERM. This Agreement shall begin on the date hereof and
shall remain in effect for a period of three (3) years
(the "Term") following the first full calendar month in
which any Services commonly known as processing services
are provided by Computer Center to Participating Bank, as
evidenced by the billing records of Computer Center. This
Agreement shall automatically renew for the same Term
unless written notice of termination is delivered by either
party to the other at least one hundred eighty (180) days
prior to the original expiration date or subsequent renewal
expiration dates of the Agreement.
5. ASSISTANCE FROM PARTICIPATING BANK. In addition to the
input data to be delivered by Participating Bank
pursuant to paragraph 3 above, Computer Center's
performance of the Services may, from time to time, require
data, documents, descriptions or acts to be furnished by,
or to be qualified or processed in part by, the
Participating Bank or its personnel. Computer Center
agrees to give prompt notice of such requirements to
Participating Bank, and Participating Bank agrees to
furnish such data, documents, descriptions or acts and to
make such personnel, records and facilities available
within such time or times after its receipt of such notice
and in such manner as shall be reasonably necessary to
enable the Computer Center to perform the Services.
6. COMMUNICATIONS. Participating Bank shall bear all risk of
loss or damage to items, records, other input data, or
Reports and other output data during communication or
delivery of such data between the Participating Bank's
office and the Computer Center. Participating Bank shall
be responsible for and shall pay all charges related to
communications between Participating Bank and Computer
Center.
7. EQUIPMENT.
a) Participating Bank agrees that it is responsible
for all communications between Participating
Bank and Computer Center. When communicating with,
or transferring data to, or receiving date from,
Computer Center, Participating Bank shall, at its
own cost and expense, use and maintain only such
terminals, modems and other hardware, firmware and
software (hereinafter collectively referred to as
the "Equipment") as may be compatible with the
systems and communications networks of Computer
Center. The Participating Bank's Equipment must be
completely compatible with the systems and
communications networks of Computer Center and, if
requested by Computer Center, Participating Bank
shall be responsible for providing sufficient
information about the Equipment to Computer Center
and for performing adequate tests to demonstrate
that the Equipment is in good working order and
completely compatible with the systems and
communications networks of Computer Center. In the
event Computer Center believes it is in its and its
clients' best interest to upgrade Computer Center's
systems to more efficient and capable equipment or
to keep Computer Center competitive, Participating
Bank agrees to acquire any Equipment necessary to
keep Participating Bank and Computer Center fully
compatible.
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b) Unless otherwise agreed by the parties, Computer
Center shall schedule and arrange for the
communications services, including communications
equipment installation, with the communication
provider. Participating Bank shall be responsible
for paying all charges imposed by the provider of
the communications equipment, such as the telephone
company, for the Equipment installation, as well as
for any charges for additional connections or
changes to locations or future services. Computer
Center shall not be responsible for the reliability
or continued availability of the telephone lines,
communications facilities, or electrical power used
by Participating Bank in utilizing the Services
provided by Computer Center hereunder. Computer
Center will cooperate with communications vendors as
appropriate so that communications between
Participating Bank and Computer Center facilities
function properly.
8. LIMITATION OF LIABILITY
a) Computer Center shall not be responsible for any
failure in providing the Services, any delays
in processing, or any failure or delay in the
delivery of any Reports that may be caused, in whole
or in part, by strikes, lockouts, riots, epidemics,
governmental actions or regulations, natural
disaster, fire, inclement weather, acts of God,
computer breakdown or failure, communications
failure, interruptions in telephone or electrical
service, courier's failure to timely deliver, or any
other causes beyond its reasonable control. In the
event such delays exist without interruption for a
period of more than thirty (30) days, Participating
Bank or Computer Center may elect to terminate this
Agreement without breach. Participating Bank is
under no duty to make any payments to Computer
Center for any period exceeding five (5) consecutive
business days in which the Services are not
performed by Computer Center as a result of a
natural disaster or other phenomenon mentioned
above.
b) Computer Center's obligation to Participating
Bank hereunder in performing the Services is to
exercise the same degree of care and diligence used
in processing information and compiling reports for
its own use. Computer Center's sole responsibility
to Participating Bank or any third party for any
claims, notwithstanding the form of such claims
(e.g., contract, negligence or otherwise), arising
out of errors or omissions in the Services or
Reports provided or to be provided hereunder and
caused by Computer Center (provided that
Participating Bank shall have promptly notified
Computer Center of any such errors or omissions),
shall be to furnish at Computer Center's costs the
correct Services or Report and/or to correct the
applicable Participating Bank files.
c) Computer Center will make every reasonable effort
to be available to provide Services during the
hours referred to in paragraph 20 below.
Accordingly, Computer Center's liability to
Participating Bank or any third party for claims,
notwithstanding the form of such claims (e.g.,
contract, negligence or otherwise) arising out of the
unavailability or inaccessibility of Computer
Center's system, or the interruption in or delay of
Services provided or to be provided by Computer
Center hereunder, shall be to use reasonable efforts
to resume the Services as promptly as practicable,
provided, however, that Computer Center shall not be
responsible for communication failures caused, in
whole or in part, by the incompatibility or failure
of Participating Bank's Equipment or by third party
telecommunication or electric lines or equipment.
d) Computer Center shall not be liable to
Participating Bank for errors resulting from
defects in, or malfunctions of, the mechanical or
electronic equipment used by Participating Bank or
Computer Center in performing the duties and
obligations contemplated in and covered by this
Agreement.
e) Computer Center shall not be liable for damages
arising under this Agreement, regardless of the
claim, unless such damages result from gross
negligence or willful misconduct on the part of
Computer Center's officers or employees, in which
case Computer Center's liability will be limited to
actual damages directly resulting from such gross
negligence or willful misconduct. In any event, any
damages for which Computer Center may be liable
shall be limited to the service charges received by
Computer Center from Participating Bank for Services
during the twelve (12) months prior to the alleged
damage. If Participating Bank desires to obtain
insurance protection against any such losses, or to
cover fidelity losses through an endorsement to its
own blanket bond coverage, Computer Center agrees to
cooperate with Participating Bank in obtaining such
insurance. In the event Participating Bank recovers
insurance proceeds pursuant to such insurance, such
proceeds shall constitute a setoff against actual
damages claimed by Participating Bank that directly
result from gross negligence or willful misconduct
of Computer Center. It is understood that all costs
and expenses of such insurance shall be paid by
Participating Bank. Computer Center agrees to
maintain, with coverage amounts determined by
Computer Center, fidelity bond
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coverage with respect to any dishonest acts
which may be committed by Computer Center personnel,
and insurance in policy amounts and types determined
by Computer Center, with respect to hazards,
including losses by Computer Center from fire,
disaster, and other events which may interrupt
normal service.
f) IN NO EVENT WILL COMPUTER CENTER BE RESPONSIBLE
FOR SPECIAL, RELIANCE, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES ARISING OUT OF ANY ACT OR
OMISSION BY COMPUTER CENTER IN CONNECTION WITH THIS
AGREEMENT, EVEN IF COMPUTER CENTER HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER SUCH
DAMAGES ARISE IN AN ACTION AT LAW OR IN EQUITY, FOR
BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT
LIABILITY, BREACH OF UCC PROVISIONS, NEGLIGENCE OR
INTENTIONAL TORT. FURTHERMORE, COMPUTER CENTER
SHALL NOT BE LIABLE FOR PARTICIPATING BANK'S LOST
PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR FOR
EXEMPLARY DAMAGES. THE PROVISIONS HEREOF ARE IN
LIEU OF ALL WARRANTIES, EXPRESS OR IMPLIED, WHETHER
OF MERCHANTABILITY, FITNESS OR OTHERWISE.
9. COMPLIANCE WITH FEDERAL REGULATIONS. Computer Center
warrants that it maintains a formal agreement with a
suitable processing center to providebackup facilities
capable of processing Participating Bank's data and
satisfying all requirements of this Agreement. Further,
Computer Center shall comply with all federal rules and
regulations applicable to it relating to the conduct of its
business.
10. REVIEW OF REPORTS. It will be the responsibility of
Participating Bank to maintain audit controls and/or
procedures which may be required by supervisory authorities
under regulations to which the Participating Bank is
subject. Balancing of input totals to computer generated
output totals will be the responsibility of Participating
Bank, and Computer Center accepts no responsibility for the
correctness of these totals. Computer Center will exercise
reasonable care and diligence in maintaining controls over
the Services rendered Pursuant to this Agreement.
11. THIRD PARTY AUDIT. Computer Center shall provide to
Participating Bank a copy of the most recent third
party service audit of the records of Computer Center upon
request by Participating Bank and payment by Participating
Bank of a reasonable and customary charge. If requested,
Computer Center shall also provide to Participating Bank
annual audited financial information regarding Computer
Center at no charge.
12. FEES. In consideration of the Services provided by
Computer Center, Participating Bank shall pay to
Computer Center each month, in advance based upon the prior
month's activity, those fees described on attached Exhibit
"B." The fees set forth on Exhibit "B" are exclusive of any
applicable taxes or assessments, however designated, which
may be levied or assessed by any government or other taxing
authority having jurisdiction to levy such tax upon the
Services. Participating Bank agrees to pay Computer Center
the amount of such taxes or assessments, whenever requested
by Computer Center. The fees described on Exhibit "B" may
be changed from time to time by Computer Center upon thirty
(30) days prior notice to Participating Bank, provided,
however, that the maximum annual increase in any fee
described in Exhibit "B" shall not exceed six percent (6%).
In the event the Participating Bank acquires another
financial institution or branch of a financial institution,
the Computer Center reserves the right to review volume
growth (assets and account volume) and make necessary
adjustments in pricing as may more accurately reflect the
Computer Center's standard account pricing as described in
Exhibit "B".
13. OTHER FEES. In the event Participating Bank requests
that Computer Center procure forms that are to be
supplied by Participating Bank pursuant to Exhibit "C",
Participating Bank shall pay to Computer Center the cost of
such forms plus Computer Center's reasonable and customary
markup when billed. If overtime and/or special handling is
requested by Participating Bank or is required because of
delays not the fault of Computer Center, Participating Bank
agrees to pay Computer Center at the established rates then
in effect for overtime and/or special handling for
production operations and for any other out-of-pocket
expense related thereto. If it is necessary for Computer
Center to return the finished products to Participating
Bank by special carrier or special messenger, Computer
Center shall notify Participating Bank by telephone and
Participating Bank shall be charged with out-of-pocket
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expenses incurred by Computer Center as a result of such
special handling, unless Participating Bank objects to such special
handling at the time it receives such notice. In the event Computer
Center agrees to develop any development costs plus a reasonable
markup. In addition, Participating Bank may be required to pay a
license fee as agreed by the parties for such special software.
14. Confidentiality.
a) Computer Center agrees to hold in confidence
all information relating to the assets,
liabilities or other business affairs of
Participating Bank, or any customers of
Participating Bank, which are received by Computer
Center pursuant to this Agreement or in the course
of rendering the Services. It is expressly agreed
and understood, however, that performance of the
Services will be subject to examination by
regulatory authorities, including, but not limited
to, (I) the Comptroller of Currency, (ii) the
Board of Governors of the Federal Reserve System,
(iii) the Board of Directors of the Federal
Deposit Insurance Corporation, and (iv) the State
Banking Department, and that as part of the
performance of Services hereunder, Computer Center
shall submit or furnish to the regulatory agencies
reports, information, assurances or other data as
may be required under applicable laws and
regulations to which either party is subject.
b) Participating Bank acknowledges and agrees
that all computer programs, codes, and
information regarding Computer Center's business
operations, pricing, the terms and conditions of
this Agreement, the Computer Center pricing manual
and any other contract documents, the Computer
Center systems, and related matters (hereinafter
collectively referred to as "Proprietary
Information"), are the exclusive and confidential
property of Computer Center, or the third parties
from whom Computer Center has secured the right to
use computer programs. Participating Bank
understands that the harm that could be caused to
Computer Center should the Proprietary Information
be disclosed to its competitors and others having
no need to know of the Proprietary Information.
Therefore, Participating Bank agrees to hold all
such Proprietary Information in strictest
confidence. Participating Bank will instruct its
employees who have access to or who use the
Proprietary Information to keep same confidential
by using no less than the same degree of care and
discretion that Participating Bank uses with
respect to its own confidential and proprietary
information. On termination of this Agreement
Participating Bank shall return all Proprietary
Information to Computer Center and shall cease to
use the same for any purpose whatsoever. This
paragraph shall not apply to any information
furnished by Computer Center which is already in
the public domain at the time of disclosure to
Participating Bank or to any information
independently developed by Participating Bank
outside this Agreement. This provision shall
survive termination of this Agreement, regardless
of cause, for a period of five (5) years from date
of termination.
15. Deconversion.
a) Upon termination of this Agreement, Computer
Center will dispose of all Participating Bank
files still in the Computer Center's system In
such manner deemed appropriate by Computer Center
unless Participating Bank, prior to the date of
termination, furnishes to Computer Center written
instructions for the disposal of Participating
Bank files, which instructions Computer Center
will, if reasonable and feasible, comply with at
Participating Bank's expense. Participating Bank's
master file data will be maintained by Computer
Center for a period of thirty (30) days subsequent
to termination, after which time it may, at the
option of Computer Center, be destroyed.
b) Deconversion information or data shall not be made
available to Participating Bank until
Participating Bank has first paid, in a form
acceptable to Computer Center, all sums due
Computer Center, including all monthly charges
that might be due if deconversion occurs prior to
normal expiration of this Agreement, all accrued
and unpaid Information processing and other
charges, and all deconversion charges.
Participating Bank understands that it will be
billed and agrees to pay such bills for any
additional services or reports provided by
Computer Center after deconversion at the request
of Participating Bank for audit verification or
other purposes, at Computer Center's normal rates
for such services or reports. Participating Bank
agrees that Computer Center shall have a lien on
Participating Bank's information and data until
all sums due are paid in full. Release of said
lien by surrender of possession by Computer Center
shall not affect any claim Computer Center might
have for payments due it from Participating Bank.
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16. Inspection. Computer Center agrees that all records
relating to Participating Bank at all times shall be
subject to inspection and review by Participating Bank or
its auditors, designees, accountants and appropriate
examiners from the applicable state and federal bank
regulatory agencies, upon reasonable notice to Computer
Center. Computer Center further agrees to prepare such
reports, grant computer usage and permit programming
examination as may be necessary to meet the audit
requirements of Participating Bank. Reasonable charges
shall be made to and be payable by Participating Bank for
all special programming and other computer usage in excess
of any programming or usage to which Participating Bank may
be entitled pursuant to Exhibit "B."
17. Title to Software. All right, title and interest in
and to any and all computer programs, and the source
codes therefor, used by Computer Center in the performance
of Services, including any special programs written
specifically for Participating Bank, shall be and remain
the property of Computer Center.
18. Priority. Computer Center shall advise Participating
Bank by letter of any system changes that would affect
procedures or Reports. Computer Center also agrees that
Participating Bank's data shall have priority for
processing over any data of entities, other than banks,
savings and loans, credit unions and other financial
institutions.
19. Binding Effect and Assignment. This Agreement and all
the provisions hereof shall be binding upon, and inure
to the benefit of, the parties hereto and their respective
successors and permitted assigns. Neither this Agreement
nor any of the rights or obligations of either party
hereunder shall be assigned or delegated by such party to
any other person without Prior written consent of the other
party hereto, except that Computer Center (or any successor
to Computer Center) may, at any time during the Term
hereof, assign its rights and delegate its obligations
hereunder to any subsidiary or division of Computer Center
or any other entity which controls, is controlled by, or is
under common control with Computer Center.
20. Availability of Services. Computer Center's
system will be available for communication between
Participating Bank and Computer Center from 8 A.M. to 7
P.M.(5 days per week). Participating Bank's daily cut off
time for items capture, file maintenance and data
transmissions will be no later than 6:00 PM each day.
21. Termination by Participating Bank. The parties
further agree and acknowledge that there may be certain
circumstances in which Participating Bank desires to
discontinue Computer Center's provision of one or more of
the Services prior to the expiration date of this
Agreement. In such event, Computer Center will suffer
substantial loss or injury that is difficult or impossible
to accurately estimate. Accordingly, in an effort to
liquidate in advance the sum that should represent the loss
or damages which would be actually sustained by Computer
Center as a result of such early termination by
Participating Bank of any Services provided hereunder, the
parties have agreed on the amount specified below as a
reasonable pre-estimate of Computer Center's probable loss.
If Participating Bank desires to discontinue any Services
hereunder, Participating Bank shall give Computer Center
one hundred eighty (180) days advance. written notice and
shall pay Computer Center an amount equal to 75 % of the
estimated remaining service fees with respect to the
Services being discontinued or the monthly "minimum
charge," whichever is greater, for the remainder of the
Term beginning on the effective date of termination. The
"estimated remaining service fees" for the Services being
discontinued shall be calculated by multiplying the average
monthly service fees billed for the Services being
discontinued for the six (6) months immediately preceding
notice of early termination by the number of months
remaining under the Term of this Agreement. The "minimum
charge" will be determined by Exhibit "B" of this
Agreement. This amount is due per the provisions of
paragraph 15(b).
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22. TERMINATION BY COMPUTER CENTER. In the event that
Computer Center desires to cancel this Agreement or
discontinue Services hereunder, it shall give Participating
Bank one hundred eighty (180) days advance written notice
and this Agreement or any Service hereunder shall be
cancelled in full.
23. ENTIRE AGREEMENT. This instrument, along with the
appendices and schedules incorporated herein by
reference, constitutes the entire agreement and
understanding between the parties with respect to the
subject matter hereof. Representations and agreement not
expressly contained or incorporated by reference herein
shall not be binding upon either party as warranties or
otherwise. Modifications of this Agreement must be in
writing and signed by duly authorized representative of the
parties.
24. SEVERABILITY. In the event that one or more of the
provisions of this Agreement is for any reason held to
be invalid or unenforceable, such holdings shall not affect
the remaining provisions of this Agreement.
25. APPLICABLE LAW. This Agreement is made and entered
into in Norcross, Georgia, and shall be governed by the
laws of the State of Georgia.
COMPUTER CENTER: PARTICIPATING BANK:
PROVESA, INC. GWINNETT BANKING COMPANY
BY: /s/ Xxxxxx Xxxx BY: /s/ Xxxxxx Xxxxxxx
-------------------------------- -----------------------------
(Signature) (Signature)
NAME: Xxxxxx Xxxx NAME: Xxxxxx Xxxxxxx
------------------------------ ---------------------------
(Please Print or Type) (Please Print or Type)
TITLE: VP TITLE: COO/Sr. Vice President
----------------------------- --------------------------
DATE: 12/11/96 DATE: 12-30-96
------------------------------ ---------------------------
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ADDITIONAL TERMS AND CONDITIONS ADDENDUM
TO
DATA PROCESSING AGREEMENT
THIS ADDITIONAL TERMS AND CONDITIONS ADDENDUM (hereinafter referred to as
"Addendum") is made this 11th day of December 1996, by and between GWINNETT
BANKING COMPANY (hereinafter referred to as "Participating Bank"), whose
business address is 000 Xxxx Xxxx Xxxxx, Xxxxx 000 and PROVESA, INC.
(hereinafter referred to as "Computer Center"), whose business address is 0000
Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000.
WHEREAS, Computer Center and Participating Bank have entered into a Data
Processing Agreement dated December 11, 1996, (hereinafter referred to as
"Agreement"); and
WHEREAS, the parties to the Agreement and this Addendum wish to provide for
terms and conditions different from those stated in the Agreement.
The parties hereto agree as follows:
In the event GWINNETT BANKING COMPANY does not open for business as scheduled,
this contract shall be null and void.
Each and all of the terms, provisions and conditions of the Agreement, to the
extent they are not directly in conflict with this additional Terms and
Conditions Addendum, are incorporated herein by reference and made a part
hereof, and remain In full force and effect.
PROVESA, INC. GWINNETT BANKING COMPANY
By: /s/ Xxxxxx Xxxx BY: /s/ Xxxxxx Xxxxxxx
------------------------------- --------------------------------
(Signature) (Signature)
Name: Xxxxxx Xxxx Name: Xxxxxx Xxxxxxx
----------------------------- ------------------------------
Title: VP Title: COO/Sr. Vice President
---------------------------- -----------------------------
Date: 12/11/96 Date: 12/30/96
----------------------------- ------------------------------
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EXHIBIT A
SERVICES PROVIDED:
Processes the following applications:
Central Information File
Demand Deposit Accounts
NOW Accounts
Money Market Accounts
Line of Credit
Savings Accounts
Certificates for Deposits
XXX Accounts
Loans
Add-On's
Add-On GILAs
Simple Interest
General Ledger
Proof and Transit
File Folder
Account Reconciliation
Automated Teller Machine
Card Management
PROVESA, INC., offers several other personal computer based financial
institution packages that can be purchased for additional charges. Please
contact your sales representative for additional pricing.
They include:
VISION Optical Disk Storage
INFOVOICE Voice Response System
BRIDGE-IT Financial Report Writer
PROVESA, INC., markets various hardware for use in financial institutions.
Some of these include personal computers, terminals, printers, modems,
communication equipment, personal computer software, and other various
products. Please contact your sales representative for additional pricing.
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EXHIBIT B
APPLICATION PROCESSING
$.35 Per Account
(DDA, Savings, Loans, CDs, General Ledger, etc.)
$.175 Per Account
Central Information File (CIF)
OR
$2,000 Per Month Minimum - Year 1
$2,500 Per Month Minimum - Year 2
$3,000 Per Month Minimum - Year 3
AUTOMATED TELLER MACHINE PROCESSING
$400 Per Month Connect Fee
$300 Per Month for each ATM includes monitoring
DEBIT CARD MANAGEMENT PROCESSING
$150 Minimum Per Month OR $.12 Per Card Per Month
$ 50 Minimum Per Month or $.10 Per Transaction Per Month
MISCELLANEOUS DATA PROCESSING CHARGES
Account Reconciliation $ 25.00 Minimum
Reconciliation Charge $ .005 Per Item
Audit Confirmation Generation $ 150.00 Minimum
Confirmation Charge $ .40 Each
Magnetic Tape Reporting $ 25.00 Each
(e.g., Credit Bureau, IRS, Insurance, Account Reconciliation)
Carriage Tape $ 15.00 Each
Amortization Schedules $ 5.00 Each
Preprinted Customer Labels $ .05 Each
OTHER CHARGES
"Caption" Installation and Training* $7500.00
Programming Services * $ 75.00 Per Hour
(Minimum two hours)
Customer Support Training*
Participating Bank's Location $ 400.00 Per Day Per CSR
Provesa, Inc. Facility $ 100.00 Per Day Per Person
Data Communications or Hardware Services*
Regular Service $ 50.00 Per Hour
Emergency Service $ 125.00 Per Hour
Data Processing Operation Services
Overtime/Special Handling $ 75.00 Per Hour
On-Line Device Support $ 10.00 Per Device
* Plus all out-of-pocket expenses (e.g., meals, lodging, travel). Travel will
be billed at current IRS allowable rate from Provesa facility to customer
site and return.
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EXHIBIT C
REPORTS
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Description Frequency
DDA
---
Daily Transaction Recap Summary Daily
Stop Pay/Hold File Maintenance Daily
Stop Pay/Hold Journal Daily
Stop Pay Suspects Report Daily
Transfer Journal Daily
Transfer Register Daily
Teller Cash Summary Daily
Teller Transaction Analysis Daily
Trial Balance and Transaction Journal Daily
NOW Trial Balance Daily
Money Market Trial Balance Daily
Daily Overdraft Report Daily
NSF Report Daily
Unposted Transactions Daily
Significant Balance Changes Daily
Branch Totals by Type Daily
DDA Totals by Type Daily
Drawing on Today's Deposits Daily
New Account Report Daily
Closed Account Report Daily
Purged Accounts Report Daily
Money Market Excessive Withdrawals Daily
Federal Withholding Report Daily
NSF Notices Daily
Overdraft Notices As App.
New Account and File Maintenance Cards Daily
Account Statements Monthly
Monthly New Accounts Report Monthly
Monthly Closed Accounts Report Monthly
Commercial Account Analysis Monthly
SAVINGS
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Cumulative Trial Balance and Transaction Journal Daily
Full Trial Balance and Transaction Journal Weekly
Unposted Transaction Daily
Significant Balance Changes Daily
New Accounts Report Daily
Closed Accounts Report Daily
Purged Accounts Report Daily
Federal Withholding Report Daily
New Account and File Maintenance Cards Daily
Monthly New Accounts Report Monthly
Monthly Closed Accounts Report Monthly
Account Statement Quarterly
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CD
--
Trail Balance Weekly
CD Activity Summary Daily
Reserve Requirement Report Daily
CD Maturity Schedule Daily
New CD Report Daily
Closed CD Report Daily
Matured CD Report Daily
Purged CD Report Daily
Matured CDs Pending Report Daily
Renewed CDs Report Daily
Transaction Posting Journal Daily
CD Rate Change Report Daily
Interest Payment Report Daily
New CD/File Maintenance Card Daily
Customer Notice of Deposit Daily
Final Maturity Notice Daily
Capitalization Notice Daily
Automatic Renewal Notice Daily
CD Checks Daily
CD Maturity Schedule Monthly
XXX Over Contribution Report Monthly
Customer Statements/Combined Annually
On-Line Call Reports As App.
CONSOLIDATED LOANS
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New Loan Report Daily
Paid Cut Loan Report Daily
On-Line Loan G/L Entries Daily
Automatic G/L Entry Report Daily
On-Line Control Totals Daily
Loan Trial Balance Weekly
Branch Totals Report Daily
Installment Balance Control Daily
Commercial Balance Control Daily
Loan Activity Report(s) Daily
Delinquent Loan Report Daily
New/Paid Out Loan Card Daily
Past Due Notices As App.
Billing Notices Daily
Collection Cards As App.
Automatic Debits and Credits Daily
Automatic Debits and Credits Report Daily
Delinquent Loan Cards Daily
Commitment Loan Trial Monthly
Delinquent Notices As App.
Rate Change Notices As App.
Rate Change Report Daily
Loan History Cards As Requested
Purged Loan Report Annually
Renewed Loan Report Daily
Platform Pending Loan Report Daily
Dealer Loan Report As Requested
Loan Coupon Report Weekly
On-Line Call Reports As App.
Maturity Forecast Report Weekly
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CONSOLIDATED LOANS - Continued
Interest Rate Analysis Monthly
Loan Officer Analysis Monthly
Loan Insurance Report Monthly
Loan FDIC Report Monthly
FASB-91 Fee Costs Reports Daily
Unposted Loan Report Daily
Loan Exception Report Daily
Loan Tickler Report Daily
GENERAL LEDGER
Statement of Condition (Current Period) Daily
Statement of Condition (Prior Period) Daily
Income and Expense Journal Daily
Account Statements Monthly
CIF AND OTHER REPORTS
On-Line Audit Report Daily
Employee Terminal Usage Report Daily
Consolidated 1099s Annually
Consolidated 1098s and Reports Annually
Consolidated IRS Mag Tape Annually
Purged CIF Accounts Annually
On-Line Teller Report
Line of Credit Trial Balance Daily
Line of Credit Statements Daily
Check Reconcilement Report
Error Check Reconcilement Report
Xmas Club Checks Annually
Xmas Club Report Annually
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