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LICENSE AND SERVICE AGREEMENT
This LICENSE AND SERVICE AGREEMENT numbered 3810165 is entered into as of the
Effective Date below by and between
FISERV SOLUTIONS, INC.
a Corporation whose registered office is located at
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(hereinafter called 'Company') and
CENTRAL PACIFIC BANK
whose registered office is located at
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▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter called 'Client')
This Agreement shall be construed and enforced under the laws of the State of
Hawaii.
Effective Date: July 30, 1997
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WITNESSETH:
WHEREAS, Company is the licensor of the Software System (as hereinafter
defined), and
WHEREAS, Client wishes to install and Use (as hereinafter defined), the
Software System in Client's premises.
NOW, THEREFORE, the parties hereto agree from the Effective Date as follows:
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1. DEFINITIONS
The following are the definitions of various terms used in this Agreement:
1.1 'Accounts' means the total number of individually designated accounts
processed by the Transaction, Time, and Loan subsystem of the Software
System.
1.2 'Basic Maintenance Services' means services to correct a Nonconformity or
Major Nonconformity in the original, unmodified Software System. Basic
Maintenance Services are available only with respect to the current and
last prior release of the Software System.
1.3 'Business Requirements' means the description of the Client's business
needs and the functionality required.
1.4 'Client Confidential Information' means any confidential information
concerning Client's business, that is labeled as such and all data
pertaining to Client's customers.
1.5 'Computer System' means that dedicated computer machinery and manufacturer-
supplied software identified on Schedule 2. Client shall have sole
responsibility to own or lease, unpack, plan, install, test, and maintain
the equipment according to any and all applicable building or electrical
codes, regulations or requirements, as well as the manufacturer and Company
recommendations.
1.6 'Effective Date' means the date identified as such in this Agreement as the
date upon which this Agreement shall commence.
1.7 'Enhancements' means modifications made to the Software System which add
program features or functions not originally within the Software System and
which are generally provided upon payment of additional License Fees.
Company reserves the right to define which changes are upgrades or
separately priced enhancements.
1.8 'Functional Specifications' means the description of the detailed
functionality changes to product, account and customer level processing.
1.9 'Location' means only those premises identified on Schedule 1.
1.10 'Maintenance Fee' means that fee for the time being in effect for the
provision of the Maintenance Services hereunder.
1.11 'Nonconformity' means a failure of the Software System to accurately
process Client's data or to perform functions described in Company's
documentation.
(i) Level One: A Major Nonconformity which renders the Software System
inoperative.
(ii) Level Two: Any nonconformity which significantly degrades the
performance of the Software System or which affects regulatory
compliance, including, but not limited to, the calculation of
interest, fees and balances, and errors affecting the accuracy of
customer statements.
(iii) Level Three: A nonconformity which has a significant impact on the
Client's ability to perform its normal business functions and for
which no circumvent procedure is available.
(iv) Level Four: A nonconformity which negatively impacts the ability of
the Client to perform its normal business functions but for which
there is a relative cost effective circumvent procedure available.
(v) Level Five: A nonconformity which does not fit into any of the above
categories.
1.12 'Professional Service Fees' means the greater of the sums of amounts
derived by multiplying either the minimum number of days specified on
Schedule(s) 1 or the number of days or fractions of days worked within each
grade by the daily fee rate as defined on the Schedule(s) 1. Additional
fees may be raised in respect of hours worked outside these at the request
of Client at the rates previously agreed in writing by Client.
1.13 'Software System' means the standard, unmodified computer programs in
object code, unless otherwise specified on Schedule 1, and procedure
statements in machine readable form, together with one set of Company
standard documentation as listed on Schedule 1. The Software System
does not include separate, independent, and stand-alone modules or
subsystems which Client has developed and maintained without Company's
assistance.
1.14 'Special Maintenance Services' means any other services as specified on
Schedule 1.
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1.15 'Specification Nonconformity' means a failure of the modified Software
System to operate in accordance with the Functional Specifications.
1.16 'Taxes' means all sales, use, excise, value added, and other taxes and
duties however designated which are levied by any taxing authority having
jurisdiction over the Location. Taxes shall not include any levies by any
taxing authority which are based upon the net income of Company.
1.17 'Third Party' means any party other than Company's employees or
subcontractors and Client.
1.18 'Total License Fee' means the total sum specified as such on Schedule 1 for
standard, unmodified modules of the Software System. Any fees for
modifications, enhancements, upgrades, or additions to the Software System
are excluded from this Agreement unless otherwise specified.
1.19 'Upgrades' means changes made to maintain compatibility with new system
software releases or to improve upon previously existing features and
operations with the Software System. This primarily includes program fixes
to the existing Software System.
1.20 'Use' means copying or loading any portion of the Software System from
storage units or media into any equipment for the processing of data by the
Software System once so loaded, or the operation of any procedure or
machine instruction utilizing any portion of either the computer program or
instructional material supplied with the Software System. Use is deemed to
occur at the location where any of the above processes happen. Use is
limited to type of operations described in Company documentation solely to
process Client's own work and that of majority-owned financial
institutions. Use specifically excludes any service bureau or time-share
services to minority-owned or unaffiliated third parties without prior
written consent by Company and payment by Client of additional fees in
accordance with mutually agreed terms.
1.21 'Workday' means Company's working day for the purposes of this Agreement,
as specified on Schedule 1.
2. LICENSE TO USE THE SOFTWARE SYSTEM
2.1 Company agrees to furnish the Software System to Client and does hereby
grant to Client a non-exclusive, nontransferable License to Use the
Software System at the Location to process the designated number of
Accounts as specified on Schedule 1.
2.2 Client may change the Location, without cost to Client, in the event Client
transfers its data processing department to a new location within the same
country as the Location. Client will provide Company with fifteen (15)
days advance notice of any proposed transfer of operations.
2.3 The Company prohibits the copying of any portions of the Software System
except that Client may copy reasonable quantities of any standard end user
documentation; and may copy machine language code, in whole or in part, in
reasonable quantities, in printed or electronic form, for use by Client at
the Location for archive, back-up or emergency restart purposes, or to
replace copy made on defective media. The original, and any copies of the
Software System, or any part thereof, shall be the property of Company.
2.4 Client shall maintain any such copies and the original at the Location and
one Client archive site in the same country as the Location, which site is
specified on Schedule 1. Client may transport or transmit a copy of the
Software System from the Location or the Archive Site to another location
in the same country as the Location for back-up use when required by
Computer System malfunction, provided that the copy or original is
destroyed or returned to the Location or Archive Site when the malfunction
is corrected. Client shall reproduce and include Company's copyright and
other proprietary notices on all copies, in whole or in part, in any form,
of the Software System made in accordance with this Section.
2.5 Company grants to Client the right to Use any modifications furnished or
authorized by Company pursuant to a separate written agreement.
3. PROFESSIONAL SERVICES TERMS
3.1 In consideration of the payment to Company by Client of the Fees and the
cost of all items and services provided and any other expenses incurred by
Company in connection with this Agreement, as defined on Schedule(s) 1,
Company hereby agrees to provide personnel of the grades, and between the
dates specified on Schedule(s) 1 to work on behalf of Client in accordance
with the terms and conditions set out below.
3.2 All work which is to be performed by Company hereunder shall be based upon
the preliminary Business Requirements listed on Schedule 3. Client shall
utilize Schedule 3 to provide Company with all necessary information
concerning its requirements for modifications to the Software System or
other information requested by Company related to Company's performance of
its obligations under this Agreement. Any estimates of costs and
completion dates listed on the Schedules are referenced solely for the
purpose of allowing Client to plan its budgets and schedules based upon the
then available information.
3.3 Company shall provide a Preliminary Project Plan based upon the Business
Requirements which shall be incorporated as Schedule 4 when appropriate.
Schedule 4 shall contain a preliminary listing of the nature and timing of
tasks for the project, some of which are to be performed by Company and
some by
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Client. Company shall utilize reasonable efforts to meet the dates set
forth in the Project Plan or any replacement thereof.
3.4 In the event that Company is to provide installation, conversion or
training to Client for the Software System, the fees therefore shall be as
specified on Schedule 4. The nature and timing of any installation,
conversion and training shall be as specified in the Project Plan mutually
agreed upon by the parties.
3.5 In the event that Company is to provide modifications to the Software
System, the modifications shall be based upon specifications created by
Company and approved by Client as provided below:
(i) During the phase referred to on the Project Plan as "Functional
Specifications", Company may develop Functional Specifications based
upon the descriptions contained on Schedule 3 for Client's written
approval. Company shall not be obligated to perform any further
development work until Specifications have been accepted in writing
by Client which acceptance shall not be unreasonably withheld or
unduly delayed.
(ii) Modifications, changes, enhancements, conversions, upgrades or
additions to the Software System beyond those stated in the
Functional Specifications shall be added only upon mutual written
agreement. In the event the parties agree to add any such items, the
Project Plan shall automatically be modified to the extent necessary
to allow for the implementation or provision of the items.
(iii) The Project Plan shall also set forth the time period after the
acceptance of the Functional Specifications within which Company
shall prepare "Functional Specifications" including an acceptance
test script for the adaptations described therein. After Client's
written acceptance of the Functional Specifications, which acceptance
shall not be unreasonably withheld or delayed, Company shall commence
activities to modify the Software System for use by Client in
accordance with the Project Plan.
(iv) The Software System adaptations shall be deemed to have been accepted
by Client either upon the completion of a formal Acceptance Test (as
set forth in the test scripts) or 30 days after delivery of the
modified Software System, whichever occurs first. Acceptance by
Client will not be unreasonably withheld or unduly delayed. Client
agrees promptly to notify Company in writing (and with reasonable
particularity) upon conclusion of the Acceptance Test or earlier upon
discovery of any Specification Nonconformities disclosed by such
testing or use. Company shall correct any Specification
Nonconformities disclosed by such testing without further charge to
Client within a reasonable time of Client's notice.
3.6 The Professional Services Fees are based on a workday as defined on
Schedule(s) 1. Additional Professional Services Fees may be raised in
respect of hours worked outside these at the request of Client at the rates
previously agreed in writing by Client.
3.7 If support is primarily required in part days, Company may notify Client
that an hourly fee rate shall apply. The hourly rate will be calculated
pro-rata of the stated daily rate unless otherwise agreed.
3.8 The daily rates quoted in the table will be valid for three months from the
effective date listed on the relevant Schedule 1. Thereafter, they will be
subject to change by Company on one-month's notice.
4. MAINTENANCE SERVICES TERMS
4.1 In consideration of the payment to Company by Client of the Maintenance
Fee, Company agrees to furnish to Client Maintenance Services as described
and subject to the terms and conditions contained in this Agreement.
4.2 Client may elect to receive Basic Maintenance Services and/or Special
Maintenance Services by designating the services selected on Schedule 1.
4.3 Company shall maintain the Software System in compliance with applicable
Federal regulations.
4.4 Client agrees to train current and future employed staff members on the
technical and user operations of the Software System. If the Client
chooses, training can be provided at the Company's location or at the
Client's location at the then current training rates. Phone training will
also be invoiced at the said rate.
4.5 As part of Basic Maintenance Services, Company shall provide telephone
support for reporting of Level One, Two, and Three Nonconformities twenty-
four hours per day, seven days per week. Company shall provide services to
correct or resolve any other Nonconformity of the Software System only on
Workdays. Telephone cost for remote dial-up is Client's expense. Company
may utilize remote diagnostic software and dial-up telephone lines in
providing these services.
4.6 Company and Client shall promptly assign such technical personnel as are
necessary to identify, isolate, and reconstruct any reported Level One
Nonconformity and, provided that such Nonconformity is capable of
reconstruction and is due to a defect in the Software System, Company and
Client shall utilize its best efforts to correct or utilize a circumvent
procedure to restore system operation within twenty-four hours of
Company's receipt of the call or before the next occurrence of the
nonconformity. Company shall provide such services to Client free of any
additional fees and
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charges, including but not limited to any reimbursement for travel of
Company technical personnel incurred during the resolution of the Major
Nonconformity.
4.7 Company and Client shall use its best efforts to correct or adopt a
circumvent procedure with respect to a Level Two Nonconformity within
forty-eight hours of its receipt of the Level Two Nonconformity report.
4.8 Company and Client shall use its commercially reasonable best efforts to
correct a Level Three Nonconformity within five business days of its
receipt of the Level Three Nonconformity report by providing a circumvent
procedure or code, whichever is most reasonable.
4.9 Company shall use its commercially best efforts to adopt a circumvent
procedure with respect to a Level Four Nonconformity within five (5)
business days of its receipt of the Nonconformity or the next occurrence of
the issue. If a circumvent procedure has been adopted, Company may deliver
a software coded correction to the Level Four Nonconformity with the next
scheduled base release of the Software System that is still open for
development changes at the time of the notice of the Level Four
Nonconformity.
4.10 Company shall use its commercially reasonable best efforts to correct a
Level Five Nonconformity with the next Software System Release open for
development at the time of the notice of the Level Five Nonconformity.
4.11 Should Company's review of the Level One, Two or Three Nonconformity
indicate, in Company's reasonable opinion, that the reported problem is not
in the Software System but is due to Client's abuse or misuse of the
Software System, or by a modification or addition to the Software System
not performed by Company (inclusive of the integration of Third Party
products with the software system), or by Client's failure to properly
maintain the Computer System or to install the required system software
release as instructed by Company, then:
(i) Client agrees, if required by Company, to reimburse Company the
related costs of work performed by Company in investigating the
problem including related system calculated on a time-and-materials
basis at Company's then standard professional service rates, and
(ii) Company, on request of Client, shall advise Client whether Company
can correct or assist in resolving such problem, and the terms under
which Company shall undertake the same, and on written acceptance by
Client shall correct or assist in resolving the problem in accordance
with such terms.
4.12 Maintenance Fees cover twenty (20) hours of support per month through
Client's acceptance of Software System at conversion and, thereafter, ten
(10) hours of support per month for support not related to Nonconformity's.
If such support hours are greater than those specified, Client will be
contacted and invoiced for hourly support at the Company's then current
rates.
4.13 The initial Maintenance Fee and adjustment terms are specified on Schedule
1. Maintenance Fees shall be subject to annual increases and shall also be
subject to increase following delivery of new versions of, or modifications
or additions to the Software System or changes in the number of accounts
processed as specified in the License and Service Agreement.
4.14 All such increases to the Maintenance Fee shall be incorporated by amending
Schedule 1.
4.15 Invoicing of the Maintenance Fee will commence as specified on Schedule 1.
5. USE OF AND RIGHTS TO COMPANY'S WORK PRODUCT
All information, reports, studies, object or source code, flow charts,
diagrams and other tangible or intangible material of any nature whatsoever
produced by or as a result of any of the services performed hereunder shall
be the sole and exclusive property of Company or its corporate parent.
Client shall be entitled to Use all such work product produced by Company
in accordance with the terms and conditions of the License and Service
Agreement. Nothing contained in this Agreement shall be deemed to provide
greater rights with respect to the Software System, as modified for
Client's use herein, than those provided in the License and Service
Agreement.
6. TERM
6.1 The term of the License grant shall begin on the Effective Date and
continue in perpetuity unless terminated earlier as provided herein.
6.2 The provision of the Maintenance Services by Company shall commence on the
Effective Date specified on Page 1 hereto and shall continue for a period
of five years.
6.3 A Maintenance Services agreement may be renewed for successive one year
terms at Company's then current fees for all modules then under License.
7. DELIVERY
The Company agrees to deliver the Software System to the Location.
8. PAYMENT
8.1 Company shall add to each invoice for reimbursement by Client an amount
equal to any
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applicable Taxes. Company shall remit such Taxes to the appropriate taxing
authorities.
8.2 Each payment to be made to Company under this Agreement shall be paid by
Client, in funds as specified on Schedule 1, within fifteen (15) days of
the date of an invoice in respect thereof and the time of payment shall be
of the essence of this Agreement.
8.3 If the whole or any part of any invoice remains outstanding for thirty (30)
days or more, Client shall pay an agreed financial charge calculated at the
rate of one and one half percent (1-1/2%) per part or complete month on the
overdue balance. Company shall pay the same financial charge on the amount
of any credit due to Client for sums previously paid by Client which were
the subject of a dispute resolved in Client's favor.
8.4 Except as expressly provided in this Agreement to the contrary, Client
agrees to pay the reasonable travel and living expenses of any employees of
Company and its authorized contractors who render services at either the
Location or any other Client site in connection with the activities
described in this Agreement. All expenses shall be itemized on invoices
submitted by Company and shall be due and payable upon presentation of each
invoice as provided herein.
9. PERFORMANCE
9.1 Client shall give Company full access to the Location, the Software System,
and the Computer System to enable Company to provide Services and shall
make available information, facilities, and services reasonably required by
Company for the performance of its obligations under this Agreement.
9.2 Work in determining the nature of any problem or in making corrections,
amendments, or additions to the Software System may be carried out at
Company's site or at the Location at the discretion of Company.
9.3 Client agrees to maintain the Computer System and Software System according
to Company recommendations during the term of this Agreement.
10. RESCHEDULING
If Client is unable to provide access to required facilities or personnel
or is unable to meet its tasks assigned on Schedules 3 and 4 in a timely
manner, Company will endeavor to reschedule tasks to minimize the non-
productive time arising. All such non-productive time is chargeable to
Client. If such non-productive time is expected to be significant, Company
will endeavor to reassign its personnel to other suitable work. In this
event, Client will not be charged for the time personnel were reassigned.
11. SCHEDULES
The attached Schedules form part of and are included in this Agreement.
12. WARRANTIES
12.1 Company warrants that the Software System will perform the functions
specified in the Documentation identified on Schedule 1. For a period of
ninety (90) days after delivery, Company will promptly provide replacements
or corrections to any part of the Software System which does not so perform
where such failure is material and is notified in writing to Company within
such period. This warranty shall not apply if the problem has been caused
by unauthorized amendment to the Software System, or by incorrect Use.
Company acknowledges that the Software System is designed to operate on the
Computer System specified on Schedule 2 and both parties acknowledge that
the warranties given by Company are conditional upon the procurement and
maintenance by Client of the Computer System in accordance with such
configuration.
12.2 The Company's obligation under the warranty stated in the foregoing
paragraph shall be to repair or replace defective or non-conforming parts
of the Software System at its own expense and within a reasonable time.
12.3 The Company warrants that it has the right to License the Use of the
Software System.
12.4 Company warrants that the Services described in this Agreement shall be
performed in a workmanlike manner and in accordance with standards
applicable to the financial software services industry.
12.5 THE WARRANTIES STATED ABOVE ARE LIMITED WARRANTIES AND ARE THE ONLY
WARRANTIES MADE BY COMPANY. COMPANY DOES NOT MAKE, AND CLIENT HEREBY
EXPRESSLY WAIVES, ALL OTHER WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. THE STATED EXPRESS WARRANTIES ARE IN LIEU OF ALL
LIABILITIES OR OBLIGATIONS OF COMPANY FOR DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE SOFTWARE SYSTEM.
13. INDEMNITY
13.1 Company shall indemnify Client and hold it harmless against any claim or
action which alleges that the use of the Software System infringes a
patent, copyright or other proprietary right of a third person enforceable
in the Location. Client agrees that it will notify Company promptly in
writing of any such claim and grants Company sole right to control the
defense and disposition of such claim.
13.2 If as a result of any such claim Company or Client is permanently enjoined
from using the Software System by a final, nonappealable decree, Company
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at its sole option and expense may procure for Client the right to continue
to use the Software System or at its sole option and expense, may provide a
replacement or modification for the Software System so as to settle such
claim. If modification of the Software System is not reasonably practical
in the sole opinion of Company (reasonably given), Company shall
discontinue and terminate this License upon written notice to Client and
shall refund to Client all License Fees paid to Company under this
Agreement. In making this determination, Company will give due
consideration to all factors including financial expense.
13.3 The foregoing states the entire liability of Company for the infringement
of any copyrights, patents or other proprietary rights of a third person by
the Software System or any parts thereof, and Client hereby expressly
waives any other liabilities on the part of Company arising therefrom.
13.4 The Company shall have no liability for any claim which is based upon
(a) the Use of any part of the Software System in combination with
Materials or software not provided by Company; or
(b) modifications made by Client or any Third Party.
14. LIMITATION OF LIABILITY OF THE PARTIES
14.1 Each party shall indemnify and hold the other harmless against any
(a) loss of or any damage to any tangible property or
(b) injury to or death of any person;
caused by the negligence of, breach of statutory duty by, or willful
misconduct of the indemnifying party's employees, agents, or sub-
contractors.
14.2 COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER IN TORT OR IN CONTRACT, EVEN
IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,
THE LIABILITY OF COMPANY TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF
ACTION WHATSOEVER SHALL BE LIMITED TO THE AMOUNT OF ANY LICENSE FEE WHICH
CLIENT HAS PAID TO COMPANY AS OF THE DATE ON WHICH SUCH CAUSE OF ACTION
ACCRUES.
15. TITLE
15.1 Nothing in this agreement shall convey to Client any title to or any rights
in the Software System including but not limited to all proprietary rights
or ownership of any modifications. The Client's sole right in relation to
the Software System or any modifications is to Use the same for the
duration of this Agreement under the terms and conditions herein contained.
15.2 The Software System and all modifications, enhancements, or upgrades made
to the Software System and all patents, copyrights, or other proprietary
rights related to each of the above are the sole and exclusive property of
Company, whether made by Company, Client, or any of their employees or
agents.
16. NON-DISCLOSURE
16.1 Company has granted Client the limited right to use the Software System as
provided in this Agreement. Client acknowledges that
(a) the Software System, including all specifications, work product,
translations and other materials developed by Company, and
(b) the terms and conditions of this Agreement
contain highly confidential, unique, secret and valuable information of
Company. Client agrees that it shall not decompile, disassemble or reverse
engineer the Software System and that it shall not sell, transfer, publish,
disclose, display or otherwise make available to others the Software
System, any materials relating to or forming a part of the Software System
or any other proprietary information of Company without the prior written
consent of Company. Client agrees to secure and protect the Software
System and proprietary information and to take appropriate action by
written agreement with its employees who are permitted access to such
materials to satisfy its obligations hereunder. Client further agrees that
it shall use its best efforts to assist Company in identifying and
preventing any use or disclosure of any portion of the Software System or
proprietary information. As a precondition of Client's request to Company
for consent to disclose the Software System, in whole or in part, to a
Third Party, Client shall obtain from such party an executed Schedule 5.
All obligations and undertakings of Client relating to confidentiality and
nondisclosure, whether contained in this Section or elsewhere in this
Agreement, shall survive the termination of this Agreement for any reason.
16.2 Company shall protect any Client Confidential Information from disclosure
with the same degree of care afforded by Company to its own confidential
information. All obligations and undertakings of Company specified herein
with respect to Client Confidential Information shall survive the
termination of this Agreement for whatever reason.
16.3 Client shall permit Company's authorized representatives at all reasonable
times during Client's normal hours of operation to audit Client's
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Use at the Location to determine that the provisions of this Agreement are
being faithfully performed. For that purpose, Company shall be entitled to
enter into any of Client's premises and Client hereby irrevocably grants
authority to Company and authorized representative to enter such premises
for such purpose. Any such audit shall be conducted in such a manner as to
minimize the disruption to Client's business and/or the Use of the Software
System.
16.4 Client shall promptly notify Company if it becomes aware of any breach of
confidence relating to the Software System or other Company proprietary
information and give Company all reasonable assistance in connection with
Company's investigation of same.
17. TERMINATION
17.1 The termination of this Agreement shall automatically, and without further
action by Company, terminate and extinguish the License, and all rights in
and to the Software System shall automatically revert irrevocably to
Company. Company shall have the right to take immediate possession of the
Software System and all copies thereof wherever located without further
notice or demand.
17.2 Client may terminate the Agreement in the event of a material default by
Company that is not cured within the applicable cure period specified in
this Agreement, or a reasonable cure period (with the minimum being thirty
(30) days if no other cure period is stated) from receipt by Company of
written notice specifying the nature of the default with reasonable
particularity.
17.3 If Client violates any of the Non-Disclosure, Non-Assignment, or License to
Use provisions of this Agreement and fails to remedy any such breach within
five (5) days of notice thereof from Company, Company may terminate this
Agreement without further notice.
17.4 If Client violates or fails to perform any of the terms or conditions other
than those specifically expressed in Sub-clause (17.3) and fails to remedy
any such breach within thirty (30) days of notice thereof from Company, or
if Client shall become insolvent or ceases to do business, then Company may
give a written notice declaring this Agreement is terminated at the
expiration of such notice period.
17.5 Exercise of the right of termination afforded to either party shall not
prejudice legal rights or remedies either party may have against the other
in respect of any breach of the terms of this Agreement.
17.6 Client's failure to pay on a timely basis is cause for termination of this
agreement and the License.
18. FORCE MAJEURE
Neither party shall be responsible for delays or failures in performance
resulting from acts reasonably beyond the control of that party.
19. NON-ASSIGNMENT
19.1 In the event of the sale of fifty percent (50%) or more of Client's common
stock, or the sale of all or substantially all of Client's assets, or in
the event of any merger in which Client is not the surviving organization,
Client may transfer this Agreement and the License upon the prior written
consent of Company, which consent shall not be unreasonably withheld or
delayed.
19.2 If the organization acquiring Client's common stock, assets or surviving a
merger is an organization deriving more than five percent (5%) of its gross
revenues from providing service bureau, time share, computer software
consulting services, computer software licensing or computer hardware
sales, Company shall be under no obligation to consent to such transfer.
19.3 Except as expressly provided above, neither party may assign or transfer
its rights, duties or obligations under this Agreement to any person or
entity, in whole or in part, without the prior written consent of the other
party, which consent shall not be unreasonably withheld or delayed.
20. ENTIRE AGREEMENT
20.1 This instrument 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.
20.2 Each party hereby acknowledges that it has not entered into this Agreement
in reliance upon any representation made by the other party but not
embodied herein.
20.3 This Agreement may not be modified or altered except by a written
instrument executed by both parties.
21. VARIATION
No variation of this Agreement shall be binding on either party unless such
variation is incorporated in a revised Schedule to this Agreement and
signed by the duly authorized representatives of both parties.
22. NOTICES
Any notice required to be given hereunder shall be given by sending the
same
(a) by air courier to the addresses as first set out above or to any
subsequent address designated by either party for the purpose of
receiving notices pursuant to this Agreement, and any notice so sent
shall be deemed to have been
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given three (3) business days after the same was mailed; or
(b) by confirmed facsimile.
23. ACTION
No action, regardless of form, arising out of this agreement shall be
brought by Client more than two (2) years after such cause of action shall
have accrued.
24. GENERAL TERMS
24.1 In the event that a dispute arises concerning the terms of this Agreement
the aggrieved party shall refer such dispute to arbitration as specified
herein. Such arbitration shall be held in the City or suburbs of Orlando,
Florida, in accordance with the rules of the American Arbitration
Association pertaining to the Resolution of Computer Disputes ("AAA Rules")
then in effect. Judgment upon the award rendered by the arbitrators may be
entered in any court having jurisdiction over the parties. The arbitrators
shall have the authority to grant any legal remedies that would be
available in any judicial proceeding instituted to resolve a disputed
matter.
24.2 The prevailing party in an action brought against the other to enforce the
terms of this Agreement or any rights or obligations hereunder, shall be
entitled to receive its reasonable costs and expenses of bringing such
action including its reasonable attorneys fees.
24.3 Company and Client agree that each provision in this Agreement is deemed
equally essential to each party.
24.4 The section headings used herein are inserted only as a matter of
convenience and for reference and shall not affect the construction or
interpretation of this Agreement.
24.5 If any provision of this Agreement is held to be unenforceable, the other
provisions shall nevertheless continue in full force and effect.
24.6 The failure of either of the parties to insist upon strict performance of
any of the provisions of this Agreement shall not be construed as the
waiver of any subsequent default of a similar nature.
Confidential US Comb 7/23/97 9 DC/JOM
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IN WITNESS whereof this Agreement has been executed as of the Effective Date set
forth on Page 1 by the following duly authorized representatives:
For and on behalf of Client By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, Chairman of the Board & CEO
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
Title: SVP & Chief Information Officer
For and on behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
Title: President CBS-USA
Confidential US Comb 7/23/97 10 DC/JOM
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[LOGO]
ADDENDUM NO. 1
TO
COMPREHENSIVE BANKING SYSTEM
LICENSE AND SERVICE AGREEMENT
Between Central Pacific Bank, Honolulu, Hawaii ("Client") and Fiserv
Solutions, Inc. ("Company").
PURPOSE
Client and Company wish to amend Agreement No. 3810165 with an Effective Date
of July 30, 1997. Notwithstanding anything in that Agreement to the
contrary, in the event of a conflict between the terms of the Agreement and
this Addendum, the provisions of this Addendum shall take precedence.
SECTION 2 - LICENSE TO USE THE SOFTWARE SYSTEM
The following Section is modified to read as follows:
2.3 "Company, prohibits the copying of any portions of the Software System
except that Client may copy reasonable quantities of any standard end user
documentation; and may copy machine language code, in whole or in part, in
reasonable quantities, in printed or electronic form, for use by Client at
the Location for archive, TESTING AND TRAINING IN A NON-PRODUCTION
ENVIRONMENT, back-up or emergency restart purposes, or to replace copy
made on defective media. The original, and any copies of the Software
System, or any part thereof, shall be the property of Company."
SECTION 4 - MAINTENANCE SERVICES TERMS
The following Section is modified to read as follows:
4.6 Company and Client shall promptly assign such technical personnel as are
necessary to identify, isolate, and reconstruct any reported Level One
Nonconformity and, provided that such Nonconformity is capable of
reconstruction and is due to a defect in the Software System, Company and
Client shall utilize its best efforts to correct or utilize a circumvent
procedure to restore system operation within TWELVE (12) hours of
Company's receipt of the call or before the next occurrence of the
nonconformity. Company shall provide such services to Client free of any
additional fees and charges, including but not limited to any
reimbursement for travel of Company technical personnel incurred during
the resolution of the Major Nonconformity.
Confidential US Comb 7/24/97 1 DC/JOM
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SECTION 9 - PERFORMANCE
The following Section is modified to read as follows:
9.4 "COMPANY WARRANTS IT WILL PROVIDE CLIENT, FOR A PERIOD OF NINETY (90)
DAYS FOLLOWING CONVERSION, WITH PERFORMANCE TEST RESULTS THAT MEET OR
EXCEED THE FOLLOWING CRITERIA UNDER NORMAL OPERATING CONDITIONS:
(i.) "END OF DAY" BATCH PROCESSING NOT TO EXCEED FOUR (4) HOURS FOR UP TO
150,000 ACCOUNTS.
(ii.) AVERAGE PROCESSING OF ON-LINE TRANSACTIONS FOR UP TO 600 DEVICES SHALL NOT
AVERAGE MORE THAN 2 SECONDS FOR LOCALLY ATTACHED DEVICES.
THE CONDITIONS UNDER WHICH THESE TEST RESULTS CAN BE DUPLICATED BY
CLIENT ARE AS FOLLOWS:
CLIENT'S ACQUISITION OF THE COMPUTER SYSTEM.
B. OPERATION OF THE SOFTWARE SYSTEM IN ACCORDANCE WITH THE OPERATING
INSTRUCTIONS PROVIDED IN THE DOCUMENTATION.
C. COMPANY APPROVED MEMORY AND MACHINE CONFIGURATION PARAMETERS.
D. DISK CAPACITIES ARE MAINTAINED UNDER AN EIGHTY PERCENT (80%) TOTAL DISK
SATURATION LEVEL.
E. BATCH JOBS ARE NOT RUN CONCURRENTLY IN THE SAME MEMORY AND MACHINE
POOLS WITH INTERACTIVE JOBS.
F. THE COMPUTER SYSTEM IS OPERATED UTILIZING VERSION V3R7 OR EQUIVALENT
OPERATING SYSTEM AND THE TEST IS CONDUCTED UTILIZING AN UNMODIFIED
VERSION OF THE CURRENT SOFTWARE SYSTEM RELEASE.
G. ACCOUNT MIX DOES NOT EXCEED FIFTY PERCENT (50%) TRANSACTION ACCOUNTS,
TWENTY-FIVE PERCENT (25%) TIME ACCOUNTS AND TWENTY-FIVE PERCENT (25%)
LOAN ACCOUNTS.
H. "END OF DAY" PROCESSING IS TO BE MEASURED EXCLUSIVE OF TIME REQUIRED
FOR STATEMENT PROCESSING, BACK-UPS AND REPORT PRODUCTION.
RESPONSE TIME SHALL BE MEASURED ON A MONTHLY BASIS TO ACHIEVE
SUCH STANDARD NO FEWER THAN EIGHT (8) TIMES PER MONTH. MEASUREMENT
SHALL BE BY STOPWATCH FROM THE TIME THE ENTER KEY IS DEPRESSED UNTIL
THE TERMINAL SCREEN COMPLETES ITS RESPONSE. MEASUREMENTS TO BE TAKEN
AT OPENING, MID-MORNING, NOON AND MID-AFTERNOON ON EACH MEASUREMENT
DAY FOR AVERAGE PROCESSING OF ON-LINE TRANSACTIONS FOR UP TO 600
DEVICES SHALL NOT AVERAGE MORE THAN 2 SECONDS FOR LOCALLY ATTACHED
DEVICES.
OPERATING ENVIRONMENT EXCLUDES NON-COMPANY CBS PROVIDED APPLICATIONS
RUNNING ON THE COMPUTER SYSTEM.
UPON NOTIFICATION BY CLIENT TO COMPANY OF THE SOFTWARE SYSTEM'S FAILURE
TO MEET THE CRITERIA SET FORTH IN (i.) AND/OR (ii.) STATED ABOVE,
CLIENT SHALL PROVIDE WRITTEN DOCUMENTATION SUPPORTING SUCH CLAIM, AND
COMPANY WILL PROMPTLY COMMENCE TO VERIFY AND CORRECT THE FAILURE. IN
THE EVENT SUCH FAILURE CAN BE CORRECTED THROUGH MODIFICATION OF THE
SOFTWARE SYSTEM, COMPANY SHALL, AT ITS SOLE COST AND EXPENSE, PROMPTLY
MAKE SUCH MODIFICATION. IN THE EVENT SUCH FAILURE CAN BE CORRECTED
ONLY THROUGH
Confidential US Comb 7/24/97 2 DC/JOM
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UTILIZATION OF MORE POWERFUL OR ADDITIONAL HARDWARE AND/OR OPERATING SYSTEM
SOFTWARE, COMPANY SHALL PROCURE SUCH HARDWARE AND/OR OPERATING SYSTEM SOFTWARE
FOR CLIENT AT COMPANY'S THEN CURRENT COST FOR THE REQUIRED HARDWARE AND/OR
OPERATING SYSTEM SOFTWARE. IN EITHER EVENT, COMPANY WILL CONDUCT THESE SERVICES
IN A TIMELY MANNER AS TO NOT DISRUPT THE DAILY BUSINESS OPERATIONS OF THE
CLIENT.
THE FOREGOING REPRESENTS COMPANY'S SOLE OBLIGATION AND CLIENT'S SOLE REMEDY FOR
A FAILURE OF THE SOFTWARE SYSTEM TO MEET THE PERFORMANCE CRITERIA OUTLINED
ABOVE.
SECTION 12 - WARRANTIES
The following Section is modified to read as follows:
12.1 Company warrants that the Software System will perform the functions
specified in the Documentation identified on Schedule 1. For a period of
ninety (90) days after delivery, Company will promptly provide
replacements or corrections to any part of the Software System which does
not so perform where such failure is A LEVEL ONE, LEVEL TWO, OR LEVEL
THREE NONCONFORMITY, AS DEFINED IN PARAGRAPH 1.11, and is notified in
writing to Company within such period. This warranty shall not apply if
the problem has been caused by unauthorized amendment to the Software
System, or by incorrect Use. Company represents the Software System is
designed to operate on the Computer System specified on Schedule 2 and
both parties acknowledge that the warranties given by Company are
conditional upon the procurement and maintenance by Client of the Computer
System in accordance with such configuration.
12.3 Company warrants that it has the right to License the Use of the Software
System AND HAS NOT KNOWINGLY
(i) INFRINGED A PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT, OR
(ii) MISAPPROPRIATED A TRADE SECRET;
OF A THIRD PERSON ENFORCEABLE IN THE LOCATION.
12.6 COMPANY WILL COMPLETE THE RENOVATION PHASE AND HAVE COMPLETED A
SIGNIFICANT PORTION OF TESTING OF COMPANY'S "YEAR 2000" PROJECT BY
DECEMBER 31, 1998. COMPANY SHALL MAKE THE RENOVATED SYSTEM AVAILABLE TO
CLIENT TO ALLOW THEM TO COMPLETE A SIGNIFICANT PORTION OF TESTING OF
CLIENT'S "YEAR 2000" PROJECT BY DECEMBER 31, 1998. "YEAR 2000"
CAPABILITIES ARE THE ABILITY OF THE SOFTWARE SYSTEM TO MANAGE AND
MANIPULATE DATA INVOLVING DATES, INCLUDING SINGLE-CENTURY FORMULAS, AND
MULTI-CENTURY FORMULAS, AND THAT A SUBSEQUENT ABNORMALLY ENDING SCENARIO
WITHIN THE SOFTWARE SYSTEM OR THE GENERATION OF INCORRECT VALUES INVOLVING
SUCH DATES WILL NOT OCCUR.
SECTION 13 - INDEMNITY
The following Section is modified to read as follows:
13.1 Company shall indemnify Client and hold it harmless against any claim or
action which alleges that the use of the Software System
(i) INFRINGES A PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT,
(ii) MISAPPROPRIATED A TRADE SECRET;
of a third person enforceable in the Location.
Client agrees that it will notify Company promptly in writing of any such
claim and grants Company sole right to control the defense and disposition
of such claim. COMPANY SHALL REIMBURSE THE CLIENT FOR REASONABLE DIRECT
EXPENSES INCURRED AS A RESULT OF ANY SUCH CLAIM.
13.2 If as a result of any such claim Company or Client is enjoined from using
the Software System, Company at its sole option and expense may procure
for Client the right to continue to use the Software System or at its sole
option and expense, may provide a replacement or modification for the
Software System so as to settle such claim. If modification of the
Software System is not
Confidential US Comb 7/24/97 3 DC/JOM
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reasonably practical in the sole opinion of Company (reasonably given),
Company shall discontinue and terminate this License upon written notice
to Client and shall refund to Client all License Fees paid to Company
under this Agreement. In making this determination, Company will give due
consideration to all factors including financial expense.
SECTION 14 - LIMITATION OF LIABILITY OF THE PARTIES
The following Section is modified to read as follows:
14.2 COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE FOR LOSS OF GOODWILL, OR FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES, WHETHER IN TORT OR IN CONTRACT, EVEN
IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT,
EXCEPT AS PROVIDED IN SECTION 14.1, THE LIABILITY OF COMPANY TO CLIENT FOR
ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE
AMOUNT OF ANY LICENSE FEE WHICH CLIENT HAS PAID TO COMPANY AS OF THE DATE
ON WHICH SUCH CAUSE OF ACTION ACCRUES.
SECTION 17 - TERMINATION
The following Section is modified to read as follows:
17.2 Client may terminate the Agreement, OR THE MAINTENANCE SERVICES
PROVISION OF THE AGREEMENT, IF COMPANY SHALL CEASES TO DO BUSINESS,
OR in the event of a material default by company that is not cured
within the applicable cure period specified in this agreement, or a
reasonable cure period (with the minimum being thirty (30) days if no
other cure period is stated) from receipt by company of written notice
specifying the nature of the default with reasonable particularity.
SECTION 18 - FORCE MAJEURE
The following Section is modified to read as follows:
18 NEITHER PARTY SHALL BE LIABLE TO THE OTHER NOR DEEMED IN DEFAULT UNDER
THIS AGREEMENT IF AND TO THE EXTENT THAT SUCH PARTY'S PERFORMANCE OF THIS
AGREEMENT IS PREVENTED BY REASON OF FORCE MAJEURE. THE TERM "FORCE
MAJEURE" MEANS AN OCCURRENCE THAT IS BEYOND THE CONTROL OF THE PARTY
AFFECTED AND OCCURS WITHOUT ITS FAULT OR NEGLIGENCE. WITHOUT LIMITING THE
FOREGOING, FORCE MAJEURE INCLUDES ACTS OF GOD, WAR, RIOTS, STRIKES, LABOR
DISPUTES, CIVIL DISTURBANCE, FIRE, FLOOD, COURT ORDERS, GOVERNMENTAL
INTERVENTION, FAILURES, OR REFUSAL TO ACT BY GOVERNMENT AUTHORITY, AND
OTHER SIMILAR OCCURRENCES. UPON THE COMMENCEMENT OF A FORCE MAJEURE
EVENT, THE TIME FOR PERFORMANCE HEREUNDER SHALL BE AUTOMATICALLY EXTENDED
UNTIL THE FORCE MAJEURE EVENT NO LONGER PREVENTS THE PARTY FROM RESUMING
PERFORMANCE IN ACCORDANCE WITH THIS AGREEMENT.
Confidential US Comb 7/24/97 4 DC/JOM
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SECTION 20 - ENTIRE AGREEMENT
The following Section is modified to read as follows:
20.1 This instrument 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. EACH PARTY
HEREBY ACKNOWLEDGES THE DOCUMENTS LISTED IN EXHIBIT ONE TO ADDENDUM ONE AS
INTERPRETIVE OR SUPPLEMENTAL MATERIAL. IN THE EVENT OF A CONFLICT BETWEEN
THE TERMS AND CONDITIONS OF THE AGREEMENT AND ANY OF THE AFOREMENTIONED
MATERIAL, THE TERMS AND CONDITIONS OF THE AGREEMENT SHALL CONTROL.
SECTION 24 - GENERAL TERMS
The following Section is modified to read as follows:
24.1 In the event that a dispute arises concerning the terms of this Agreement
the aggrieved party shall refer such dispute to arbitration as specified
herein. Such arbitration shall be held in the City or suburbs of
HONOLULU, HAWAII in accordance with the rules of the American Arbitration
Association pertaining to the Resolution of Computer Disputes ("AAA
Rules") then in effect. Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction over the
parties. The arbitrators shall have the authority to grant any legal
remedies that would be available in any judicial proceeding instituted to
resolve a disputed matter.
COMPANY AND CLIENT EACH RECOGNIZE THAT THE EMPLOYEES OF EACH COMPANY AND SUCH
EMPLOYEES' LOYALTY AND SERVICE TO THAT COMPANY CONSTITUTE A VALUABLE ASSET
OF THAT COMPANY. ACCORDINGLY, CLIENT AND COMPANY HEREBY AGREE NOT TO MAKE
ANY OFFER OF EMPLOYMENT TO, OR ENTER INTO A CONSULTING RELATIONSHIP WITH,
ANY PERSON WHO WAS EMPLOYED BY THE OTHER WITHIN ONE (1) YEAR OF SUCH
PERSON'S LAST DATE OF EMPLOYMENT WITHOUT THE EXPRESS WRITTEN CONSENT OF
THE OTHER.
================================================================================
For and on behalf of Client By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-----------------------------------
Title: SVP & Chief Information Officer
----------------------------------
For and on behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Title: President CBS-USA
----------------------------------
Execution Date: July 30, 1997
-------------------------
Confidential US Comb 7/24/97 5 DC/JOM
------
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EXHIBIT 1 TO ADDENDUM 1
EXHIBIT 1 TO ADDENDUM NO. 1
TO
COMPREHENSIVE BANKING SYSTEM
LICENSE AND SERVICE AGREEMENT
Between Central Pacific Bank, Honolulu, Hawaii ("Client") and Fiserv
Solutions, Inc. ("Company").
PURPOSE
EACH PARTY HEREBY ACKNOWLEDGES THE DOCUMENTS LISTED IN EXHIBIT ONE TO
ADDENDUM ONE AS INTERPRETIVE OR SUPPLEMENTAL MATERIAL. IN THE EVENT OF A
CONFLICT BETWEEN THE TERMS AND CONDITIONS OF THE AGREEMENT AND ANY OF THE
AFOREMENTIONED MATERIAL, THE TERMS AND CONDITIONS OF THE AGREEMENT SHALL
CONTROL.
DOCUMENT
1. Fiserv CBS proposal for Central Pacific Bank entitled "Vendor Information
for Central Pacific Bank" dated 12/3/96.
2. Fiserv's "Comprehensive Banking System, An overview of the leading AS/400
software solution for the financial industry", 28 pages.
3. Fiserv's "Launch into Remote Banking", 2 pages.
4. Fiserv's "Complementary Products", 4 pages.
5. Letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated December 23, 1996,
transmitting Original RFP document with responses, 91 pages attached.
6. Fiserv's response to CPB's request for additional information, 32 pages;
entitled "Additional Information Integrated Banking Selection Database,
Response from Fiserv" dated 03/04/97.
7. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇ dated March 21, 1997, Teller
Platform System Requirements.
8. Document composed by ▇▇▇▇▇ ▇ ▇ ▇▇▇▇▇ on 03/21/97 with title "Additional
Information; Integrated Banking Selection Database" and subject "Loans
Issues / Platform Issues - Conference Call - 3/2197"
9. Document composed by ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ on 04/01/97 with title "Additional
Information; Integrated Banking Selection Database" and subject "Request
for Cost for Enhancements - Deposit Items"
10. Document composed by ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ on 04/02/97 with title "Additional
Information; Integrated Banking Selection Database" and subject "CBS
Modification Response 4/02/97".
11. Document composed by ▇▇▇▇▇ ▇ ▇ ▇▇▇▇▇ on 04/02/97 with title "Additional
Information; Integrated Banking Selection Database" and subject
"Conference Call - Controller Issues - 4/2/96"
12. Document composed by ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇ on 04/04/97 with title "Additional
Information; Integrated Banking Selection Database" and subject
"Enhancement List - Loan Items"
13. Letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
dated April 14, 1997 on the revised pricing for the Fiserv Comprehensive
Banking System.
14. Letter from ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
dated April 16, 1977 on additional financial incentives.
15. Master Implementation Schedule for Central Pacific Bank dated April 28,
1997, 4 pages.
16. Document composed by ▇▇▇▇▇ ▇ ▇ ▇▇▇▇▇ on 05/08/97 with title "Main Subject;
Integrated Banking Conversion Database"; category "ATM" and subject
"Conference Call (5/7/97)"
17. Central Pacific Bank's Travel Expense Policy Effective May 12, 1997.
18. Document composed by ▇▇▇▇▇ ▇ ▇▇▇▇▇▇ on 05/15/97 with the title "Main
Subject Integrated Banking Conversion Database"; category "Technical
Support Issues"; and subject "AS-400 hardware configuration"
19. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated June 19, 1997, Subject
"Updated Questions / Answers", 10 pages, with title "Central Pacific Bank
Follow-up Questions June 19, 1997"
Confidential US Comb 7/29/97 1 DC/JOM
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EXHIBIT 1 TO ADDENDUM 1
20. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇ dated June 25, 1997, Subject
"Preliminary CBS Enhancements for 1998", 5 pages.
21. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated June 25, 1997, Subject
"Questions Central Pacific Bank", 4 pages, with title "Central Pacific
Bank Follow-up to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ June 18, 1997 Questions, June 26, 1997"
22. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated June 27, 1997, Subject
"Questions Central Pacific Bank", 5 pages, with title "Central Pacific
Bank, Follow-up to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ June 24, 1997 Questions, June 26, 1997"
23. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated June 29, 1997, Subject
"June 26 Questions", 2 pages, with title "Central Pacific Bank Follow-up
to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ June 26, 1997 Questions, June 26, 1997"
24. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated July 3, 1997, Subject,
"Fiserv CBS Agreement", 7 pages, with title Central Pacific Bank, Follow-
up Questions, June 30, 1997"
25. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇ dated July 3, 1997, Subject
"A/S 400 Configuration", 2 pages.
26. Fax from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated July 9, 1997, Subject,
"Central Pacific Bank July 2 Follow-up", 5 pages, with title "Central
Pacific Bank, Follow-up to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ July 2, 1997 Questions, July 9,
1997"
Confidential US Comb 7/29/97 2 DC/JOM
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[LOGO]
LICENSE AND SERVICE AGREEMENT NO. 3810165
-----------------
SCHEDULE 1
Company: FISERV SOLUTIONS INC.
Client: CENTRAL PACIFIC BANK
Effective Date: July 30, 1997
--------------------------
LICENSE SECTION
A. SOFTWARE SYSTEM BASED ON NUMBER OF ACCOUNTS PROCESSED 200,000
-------
1. The following modules of the Fiserv Comprehensive Banking Systems
software to function on the Computer System listed on Schedule 2.
COMPREHENSIVE BANKING SYSTEM:
Source Code License for CBS Core Applications (up to 200,000
accounts)
Common File
CIF
GL
Loans
FTMS
Time
▇▇▇▇
ACH Origination
Acct Reconciliation
Safe Deposit
Chargeback
Account Analysis
FHLMC & FNMA Reporting
Loan Packaging
NOW Reclass
100 CBS for Windows
ADDITIONAL COMPREHENSIVE BANKING SYSTEM PRODUCTS:
ATM Switch Interface (Plus, Maestro, Isle Pay)
ATM Driver Software (NCR and Diebold)
ATM Card Management
ATM Language Japanese
ATM Language Tagalog
ATM Language Korean
Host Teller and Application Interface
CBS Collection System
Call Report Interface (Sheshunoff)
CFI Laser Pro & Mortgage ▇▇▇▇ Interface
RAC Interface
Sendero A/L Management Interface
Wire Transfer Interface (Fundtech)
Item Processing Interface (Wausau)
CBS Corporate Cash Management (100 Copies)
Confidential US Comb 7/29/97 1 DC/JOM
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COMPLEMENTARY PRODUCTS
Fiserv FAST Account Sales and Teller Mode (254 Copies)
VRU (InterVoice V8) 24 Line System
IPS Customer Profitability for Windows
IPS Product Profitability upgrade to Windows/Level III
IPS Organizational Profitability upgrade to Windows/Level III
IPS Accounts Payable with ACH for Windows
IPS Accounts Payable Create-a-Check
IPS Fixed Assets for Windows
IPS Executive Insight - Network
All IPS products listed above included interface to CBS
Check Free VRU Touch Tone Banking Software
2. System Documentation which are Instruction Manuals for use of the
Software System and for the completion of documents for the Software
System, including one set of hard copy documentation.
B. LOCATION:
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
ARCHIVE SITE:
TBD BY CLIENT.
C. TOTAL LICENSE FEE
---------------------------------------------------------------------------------
MODULES LICENSE FEE
---------------------------------------------------------------------------------
Initial license fee to process up to 200,000
accounts in the software system and subsequent
license fees of $97,750 for each $75,000
accounts.
a: CBS BASE LICENSE FEES:
CBS Core Applications $ 275,000
----------
b: ADDITIONAL CBS PRODUCTS LICENSE FEES INCLUDE:
ATM Switch Interface (Plus, Maestro, Isle Pay) $75,000
ATM Driver Software (NCR and Diebold) $60,000
ATM Card Management $50,000
ATM Language Japanese $5,000
ATM Language Tagalog $5,000
ATM Language Korean $5,000
Host Teller and Application Interface $60,000
CBS Collection System $20,000
Call Report Interface (Sheshunoff) $5,000
CFI Laser Pro & Mortgage ▇▇▇▇ Interface $15,000
RAC Interface $7,500
Sendero A/L Management Interface $10,000
Wire Transfer Interface (Fundtech) $8,800
Item Processing Interface (Wausau) $10,000
CBS Corporate Cash Management (55 Copies) $125,000
----------
SUB-TOTAL OF ADDITIONAL CBS PRODUCTS LICENSE FEES $461,300
---------------------------------------------------------------------------------
Confidential US Comb 7/29/97 2 DC/JOM
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-----------------------------------------------------------------------------------------
c: COMPLEMENTARY PRODUCTS LICENSE FEES INCLUDE:
FAST Account Sales and Teller Module (254 Copies) $368,300
VRU (Intervoice V8) 24 Line System $117,010
IPS Customer Profitability for Windows $39,500
IPS Product Profitability upgrade to Windows/Level III $23,500
IPS Organizational Profitability upgrade to Windows/Level III $23,500
IPS Accounts Payable with ACH for Windows $4,600
IPS Accounts Payable Create-a-Check $1,000
IPS Fixed Assets for Windows $3,750
IPS Executive Insight-Network $39,500
Check Free VRU TouchTone Banking Software $17,500
----------
SUB-TOTAL OF COMPLEMENTARY PRODUCTS LICENSE FEES $638,160
TOTAL $1,374,460
LESS FISERV CBS PRODUCTS 15% DISCOUNT -110,445
LESS CONVERSION ALLOWANCE FISERV FAST; 254 UNITS@$250 -63,500
LESS FISERV FAST 20% DISCOUNT -73,660
LESS FISERV 10% DISCOUNT OTHER COMPLEMENTARY PRODUCTS -26,986
----------
TOTAL FISERV LICENSE FEES $1,099,869
----------
----------
-----------------------------------------------------------------------------------------
D. LICENSE FEE PAYMENT TIMETABLE
The Amount Payable is due according to the following timetable:
---------------------------------------------------------------------------
Date Event Amount Payable
---------------------------------------------------------------------------
TBD Upon Execution of this Agreement $366,623
---------------------------------------------------------------------------
TBD Upon Completion and Client Acceptance of $366,623
Data Verification Phase
---------------------------------------------------------------------------
TBD Upon 30 Days following Live Conversion $366,623
---------------------------------------------------------------------------
PROFESSIONAL SERVICES SECTION
A. PROFESSIONAL SERVICES FEES (CONVERSION AND IMPLEMENTATION)
Estimated costs for professional services fees regarding the conversion
and implementation of Central Pacific Bank are $214,000. Any additional
costs regarding conversion and implementation will be billed to Client
at $880 per day.
B. PROFESSIONAL SERVICES FEES PAYMENT TIMETABLE
The Amount Payable is due according to the following timetable:
---------------------------------------------------------------------------
Date Event Amount Payable
---------------------------------------------------------------------------
TBD Upon Execution of this Agreement $71,333.33
---------------------------------------------------------------------------
TBD Upon Completion and Client Acceptance
of Data Verification Phase $71,333.33
---------------------------------------------------------------------------
TBD Upon 30 Days Following Live Conversation Remaining Balance
---------------------------------------------------------------------------
Confidential US Comb 7/29/97 3 DC/JOM
------
Initials
C. TRAINING $118,000
1. PRE-CONVERSION TRAINING - Company proposes to include in this training
package (30) days of on-site training support. The actual content
and nature of this training would be jointly determined between the
Client's project team and Company's project manager during the
project kick-off phase.
2. ADVANCED TRAINING - Company proposes including twelve (12) days of
Orlando based advanced training as part of the training
package. This advanced training provision would be in effect
until December 31, 1998. These student days can be converted
to on-site days at the rate of four (4) Orlando student days
equal one (1) on-site day.
3. FAST TRAINING - Company proposes including six days of onsite training
(three days Account Sales and three days Teller).
D. PROFESSIONAL SERVICES PREVAILING RATES:
---------------------------------------------------------------------------
DAILY RATE EXPENSES
---------------------------------------------------------------------------
MODIFICATIONS $880 As Incurred
---------------------------------------------------------------------------
TRAINING $600 per Student On-Site As Incurred
($3,000 Maximum Per Day)
---------------------------------------------------------------------------
CONVERSION $800 As Incurred
---------------------------------------------------------------------------
INSTALLATION $880 As Incurred
---------------------------------------------------------------------------
MAINTENANCE SERVICES SECTION
A. MAINTENANCE SECTION
Effective Date for Maintenance Services only: JULY 30, 1997
-------------
---------------------------------------------------------------------------
MODULES: (Same as Section A.1.)
CBS Modules listed in Section C.a, C.b and C.c
BASIC MAINTENANCE:
CBS Modules listed in Section C.a and C.b $13,867.00. Company will
provide ongoing support for the products and interfaces contacted for
maintenance, provide updates to the interface software as necessary to
maintain support for new releases of supported products as long as a valid
maintenance agreement is in effect for these products.
SPECIAL MAINTENANCE:
INTERVOICE: $511.00 per month, beginning 13 months after hardware ships.
InterVoice will provide Real Care Maintenance Agreement and Services.
INTERACTIVE PLANNING SYSTEMS (IPS): $2,567.00 per month beginning ninety
days after delivery of software (see Exhibit A to Schedule 1).
CHECKFREE: Account Based (see Exhibit B to Schedule 1).
ANNUAL INCREASE AMOUNT:
Shall be limited to the lesser of ten percent (10%) or the change in the
U.S. Department of Labor, Consumer Price Index (CPI) for the Urban Wage
Earners and Clerical Workers, All Cities, (1982 = 100) for the twelve (12)
month period preceding the anniversary date.
INTERFACE MAINTENANCE:
Company will maintain the current functionality of the interfaces it
provides as listed in Section A.1. with new releases of the software system
(CBS) and Third Party software. If the interface is a generic interface
requiring the third party to provided data in a particular format or
manipulate the data Company provides. Company will continue to provide or
accept the data in the current format. Client will be provided changes to
the interfaces and support for the interfaces in exchange for the monthly
maintenance fee.
---------------------------------------------------------------------------
Confidential US Comb 7/29/97 4 DC/JOM
------
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B. BASIC MAINTENANCE FEE PAYMENT TIMETABLE
$13,867.00 payable six months after physical delivery of unmodified code or
conversion (live processing of first account), whichever occurs first, and
monthly thereafter.
================================================================================
This Schedule 1 replaces all previous Schedule 1 forms for the Agreement as of
the Execution Date noted below.
For and on behalf of Client By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-----------------------------------
Title: SVP & Chief Information Officer
----------------------------------
For and on behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Title: President CBS-USA
----------------------------------
Execution Date: July 30, 1997
-------------------
Confidential US Comb 7/29/97 5 DC/JOM
------
Initials
EXHIBIT A TO SCHEDULE 1
INTERACTIVE PLANNING SYSTEMS, INC.
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
SOFTWARE MAINTENANCE SUPPORT AGREEMENT
1. This Agreement is by and between Interactive Planning Systems, Inc., ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (hereinafter referred to
as IPS) and Central Pacific Bank (hereinafter referred to as Licensee).
2. IPS will provide maintenance and support under this agreement for a period
of one year from the date of this agreement in the following manner:
a. Within 60 days of notification, IPS will cure any defects in the
software which render it unable to perform the functions for which it
was intended. Notification consists of written communication
delivered to IPS at the above address. IPS may waive the need for
written communication at its discretion.
b. IPS periodically releases operating enhancements to the software. To
the extent that these become part of the product, IPS will mail these
enhancements to the licensee at no extra charge. IPS will determine
the extent to which specific enhancements become part of the product.
Any enhancements in the form of new or partial programs or
documentation as may be provided under this Agreement shall remain the
proprietary property of IPS.
c. Access to IPS' toll-free Software Support Hotline is limited to
software error reporting and correction for those users who are
licensed to use the software through an authorized IPS distributor.
Those users who are licensed directly through IPS may also use the
Software Support Hotline for procedural matters relating to the user
of the licensed software.
3. The Licensee agrees to maintain the software in a manner consistent with
the related License Agreement, including:
a. Following proper operating instructions.
b. Making regular backups of data.
c. Ensuring that only authorized employees and other personnel have
access to the software.
4. This agreement does not cover damage to Licensee's data base resulting from
hardware failures or other factors beyond control of IPS. In the event
that IPS agrees to repair Licensee's data base, and said damage is not
attributable to the software IPS may ▇▇▇▇ Licensee at the then current
hourly rate for such repair.
Confidential US Comb 7/15/97 1 DC/JOM
------
Initials
5. This agreement will be automatically renewed for successive one year
periods, unless written notice of cancellation is given by Licensee to IPS
at least 60 days prior to the expiration of the contract period. The
current yearly fee for maintenance is set forth below. This fee shall be
billed by IPS to the Licensee or to the Licensee's distributor, at IPS'
discretion. Fees are subject to change without notice.
6. Those Licensee's who are licensed through an authorized distributor of IPS
may be billed by the authorized distributor.
Confidential US Comb 7/15/97 2 DC/JOM
------
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EXHIBIT B TO SCHEDULE 1
CHECKFREE TOUCHTONE/▇▇▇▇ PAY PRICE LIST
I. ONE TIME IMPLEMENTATION FEES (Reflected in Schedule 1 C.c)
Single Platform Service (TouchTone or PC) $17,500
II. MONTHLY ACCOUNT MAINTENANCE FEES (Not reflected in Schedule 1)
# OF TOUCHTONE SERVICE
CUSTOMERS (1) WITH C/S (2) WITHOUT C/S
-----------------------------------------------------------
1 - 100 2.40 1.25
101 - 250 2.30 1.15
251 - 500 2.20 1.05
501 - 1,000 2.10 .95
1,001 + 2.00 .85
(1) Price includes 7x24 hour Customer Service.
(2) Remote On-Line Access Fees:
One Time Remote Access Set-Up Fee $2,500
One Time Port Fee $1,500
Monthly Fee $ 500
III. TRANSACTION FEES (Not reflected in Schedule 1)
ON-LINE ▇▇▇▇ PAY $.25 per Transaction
OFF-LINE ▇▇▇▇ PAY $.29 per Transaction
IV. OTHER FEES (Not reflected in Schedule 1)
1. MONTHLY MINIMUMS* (Not reflected in Schedule 1)
MONTH 1-3** MONTH 4*** MONTH 5,6 MONTH 7-9 MONTH 10+
------------------------------------------------------------------
n/a free $300 $600 $1,200
* Monthly minimums are based upon an aggregate of Monthly Account
Maintenance Fees (II), plus Transaction Fees (III).
** Month 1 begins on the date the contract has been signed.
*** During Month 4, there will be no charge for Monthly Account
Maintenance Fees or Transaction Fees and Monthly Minimums will be
waived. All other applicable fees (Training, Fulfillment Kits,
Miscellaneous Fees, etc.) will be charged as normal.
IV. OTHER FEES (Not reflected in Schedule 1)
1. MONTHLY MINIMUMS* (Not reflected in Schedule 1)
MONTH 1-3** MONTH 4*** MONTH 5,6 MONTH 7-9 MONTH 10+
------------------------------------------------------------------
n/a free $300 $600 $1,200
* Monthly minimums are based upon an aggregate of Monthly Account
Maintenance Fees (II), plus Transaction Fees (III).
** Month 1 begins on the date the contract has been signed.
Confidential US Comb 7/15/97 1 DC/JOM
------
Initials
*** During Month 4, there will be no charge for Monthly Account
Maintenance Fees or Transaction Fees and Monthly Minimums will be
waived. All other applicable fees (Training, Fulfillment Kits,
Miscellaneous Fees, etc.) will be charged as normal.
IV. OTHER FEES CONTINUED (Not reflected in Schedule 1)
2. COMMUNICATION FEES
TouchTone $ .10 per minute
(includes direct communication costs, maintenance and support)
3. SET UP FEES
Customization of the CheckFree's voice response unit $ 1,250
4. TRAINING
Client does customer service No Charge
(requires mandatory three day training)
CheckFree does customer service No Charge
(requires mandatory one day training)
Follow-up training after the initial implementation:
At CheckFree $ 500 per day
At Client's Site $ 1,500 first day
$ 500 each additional day
5. FULFILLMENT MATERIALS
Marketing Brochures, Applications, and Fulfillment Kits are provided
by Fiserv Forms & Graphics. This material is Institution branded and
customized to the institution's specifications. Prices are quoted on
an individual basis.
Inventory Control & Warehousing, Posting and Handling are provided by
CheckFree. These costs are $1.50 per TouchTone Kit and $2.00 per PC
Kit and are billed monthly based on the number of kits actually
processed and delivered.
6. MISCELLANEOUS
Optional CheckFree Monthly Statements (TouchTone only) $ .65 each
New Merchant List $ .65 each
Insufficient Funds Items:
On-Line Transactions denied due to NSF $ .25 each
Off-Line Transactions denied due to NSF $ 5.00
(CheckFree processes NSF letter and re-tries next day)
Stop Payments & Re-issue of Check $ 15.00
Payment Cancellations Inside 4 Days $ 15.00
Overnight Payment Delivery $ 15.00
Custom Programming/Testing $ 150.00 per hour
Database Scans (to identify bank's clients) $ 150.00 per request
Custom VRU Development/Integration $ 150.00 per hour
NOTE: Pricing is valid only for Financial Institutions which are Fiserv
Clients. Pricing and Terms of the contract will change if the
Financial Institution changes its relationship with Fiserv.
Confidential US Comb 7/15/97 2 DC/JOM
------
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[LOGO]
LICENSE AND SERVICE AGREEMENT NO. 3810165
-------
SCHEDULE 2 THIRD PARTY HARDWARE AND
OPERATING SYSTEM SOFTWARE
1. IBM HARDWARE AND OPERATING SOFTWARE:
A. The following components make up the Computer System referred to in
Schedule 1.
Based upon the Client's current account volumes, on-line devices and
branches listed below:
CURRENT VOLUMES POTENTIAL VOLUMES
--------------- -----------------
Accounts 125,000 500,000
On Line Devices 455 600
Branches 26 70
Company recommends the following two IBM AS/400 with the understanding that
once the potential volumes are reached an upgrade requirement will most
likely occur.
IBM HARDWARE & SOFTWARE - IBM AS/400, Model 510/2143 for Core
Processing with 768 MB of Main Memory & 104.8 GB of Disk Storage (88
GB useable) including RAID 5 Disk Storage Protection and includes
(Configuration CPBHI007):
0044 - Data Loss Protection
2143 - Model 510 Processor
2609 - EIA 232/V.24 Two-Line Adapter
2613 - V.35 One-Line Adapter
2619 - 16/4MBPS Token-Ring HP
2621 - Removable Media Device
2623 - Six Line Communication Controller
3154 - (2) 128 MB Main Storage
5051 - 8 Disk Unit Storage Expansion
5540 - Attach TwinAxal Workstation Controller
6501 - DASD Controller
6512 - (2) Disk Unit Controller for RAID
6607 - (24)419 GB Disk Unit
7255 - (2) Base 256 MB Main Storage
7607 - Disk Unit (4.19 GB)
9245 - Standard Battery Back-up
9520 - Base CD-ROM
Confidential Comb 7/30/97 1 DC/JOM
-----------
Initials
9835 - (3) V.24 Enhanced 50 ft. Cable
9838 - V.35 50 ft. Cable
7857 - Modem
9348 - Magnetic Tape Unit
3590 - Magnetic Tape Subsystem
9309 - Rack enclosure
3486 - HG3 Console Workstation
IBM AS/400, Model 510/2143 PURCHASE TOTAL $352,408
The IBM AS/400, Model 510/2143 includes the following Operating
Software:
5798 - Pre Install Planning Manual
5755 - (2101) Operating System/400
5755 - (2108) Query for OS/400
5755 - (2111) DB2 QM & SQL for OS/400
5755 - (2112) ILE RPG for OS/400
5755 - (2125) Performance Tools for OS/400
5755 - (2126) Application Development Toolset for OS/400
5755 - (2129) TCP/IP Utilities
5755 - (2156) Performance Manager for OS/400
5755 - (2180) Client Access for OS/400
5755 - (2181) DOS with Extended Memory
5755 - (2182) OS/2 1.3
5755 - (2183) DOS
5755 - (2184) Windows 3.1
5755 - (2186) Optimized for OS/2
5755 - (2196) Windows 95 Client
5755 - (2210) Performance Tools Manager
5755 - (2924) Primary English U/L
5755 - (3410) CD ROM
IBM AS/400, Model 510/2143 OPERATING SOFTWARE PURCHASE $163,200
IBM HARDWARE & SOFTWARE - IBM AS/400, Model 400/2131 for ATM
Processing with 96 MB of Main Memory & 17.7 GB of Disk Storage
including RAID 5 Disk Storage Protection and includes (Configuration
CPBHI004):
0044 - Data Loss Protection
2131 - Model 400 Processor
2609 - EIA 232/V.24 Two-Line Adapter
2619 - 16/4MBPS Token-Ring HP
2623 - Six Line Communication Controller
Confidential Comb 7/30/97 2 DC/JOM
-----------
Initials
3110 - 64 MB Main Storage
6380 - 2.5 GB 1/4-Inch Cart Tape
6501 - Tape/Disk Device Controller
6522 - Disk Unit Controller for RAID
6606 - (8) 1.96 GB Disk Unit
7000 - Panel Key Lock Feature
7117 - Integrated Expansion Unit
9242 - Base Power Supply
9520 - Base CD-ROM
9835 - (7) V.24 Enhanced 50 ft. Cable
7857 - Modem
9910 - Exide Prestige Battery Pack
3487 - HG3 Console Workstation
IBM AS/400, Model 400/2131 PURCHASE TOTAL $ 59,779
The IBM AS/400, Model 400/2131 includes the following Operating
Software:
5798 - Pre Install Planning Material
5755 - (2101) Operating System/400
5755 - (2112) ILE RPG for OS/400
5755 - (2126) Application Development Toolset for OS/400
5755 - (2129) TCP/IP Utilities
5755 - (2156) Performance Manager for OS/400
5755 - (2196) Windows 95 Client
5755 - (2924) Primary English U/L
5755 - (3410) CD ROM
IBM AS/400, Model 510/2143 OPERATING SOFTWARE PURCHASE $ 16,600
TOTAL IBM HARDWARE AND OPERATING SOFTWARE $591,897
Installation $5,000
Training TBD
LESS FISERV CBS DISCOUNT -$59,189
--------
TOTAL $537,798
B. IBM HARDWARE AND SOFTWARE PAYMENT TIMETABLE
The Amount Payable is due according to the following timetable:
----------------------------------------------------------------------
Date Event Amount Payable
----------------------------------------------------------------------
TBD 25% Upon Execution of this Agreement $134,450
----------------------------------------------------------------------
TBD Upon Delivery $403,348
----------------------------------------------------------------------
Confidential Comb 7/30/97 3 DC/JOM
-----------
Initials
C. IBM MAINTENANCE SERVICES
Effective Date for Maintenance Services only: July 30, 1997
---------------
----------------------------------------------------------------------
MODULES: IBM Hardware and Software described in Section A.
----------------------------------------------------------------------
BASIC MAINTENANCE: NOT APPLICABLE
----------------------------------------------------------------------
SPECIAL MAINTENANCE:
IBM will contract for and provided the following services:
SSA 5 Year Maintenance - With Software Upgrade Protection
$103,382 one time
----------------------------------------------------------------------
--------------------------------------------------------------------------------
For and on Behalf of Client By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-----------------------------------
Title: SVP & Chief Information Officer
----------------------------------
For and on Behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Title: President CBS-USA
----------------------------------
Confidential Comb 7/30/97 4 DC/JOM
-----------
Initials
[LOGO]
LICENSE AND SERVICE AGREEMENT NO. 3810165
-------
SCHEDULE 3 BUSINESS REQUIREMENTS
Company: FISERV SOLUTIONS, INC.
Client: CENTRAL PACIFIC
Effective Date: JULY 30, 1997
-------------
A. The Business Requirements referred to in Section A are committed.
ANNUAL ANNUAL
COST MAINTENANCE INTEGRATION
---- ----------- -----------
LOANS
* INTERFACE TO MORTGAGEWARE, PSR0002772
Modification Bid: 0 0 0
Work-Around: NA
MISCELLANEOUS
* 366 DAY INTEREST ACCRUAL FOR BOTH DEPOSITS
AND LOANS, MODIFICATION TO BE INCLUDED IN
BASE CBS IN 1999. PSR0002776
Modification Bid: 0 0 0
Work-Around: NA
B. The Business Requirements referred to in section B are not committed.
Customer may elect to commit to part or all of the Business Requirements by
notifying Company in writing. The cost estimates are committed to by
Company until October 15, 1997.
ANNUAL ANNUAL
COST MAINTENANCE INTEGRATION
ANNUAL BASE FEE FOR RETROFIT SERVICES $0 $0 $16,000
LOANS
-----
* DETAILED YEAR END MORTGAGE LOAN STATEMENT. PSR0002787
Modification Bid: 14,000 2,380 676
Work-Around: Non-Detailed statement in base CBS
* MULTIPLE COLLATERAL THROUGH LOAN PLATFORM (CFI
LASERPRO). PSR0002788
Modification Bid: 10,000 1,700 338
Work-Around: Manually enter additional collateral
directly in CBS
* RECALCULATE PRINCIPAL, INTEREST AND ESCROW SPLITS FOR
PAYMENT REVERSALS. PSR0002789
Modification Bid: 50,000 8,500 1,901
Work-Around: Reapply payment splits as they
previously were applied.
* ATTACH UP TO 99 ESCROWS TO AN INDIVIDUAL LOAN.
PSR0002805
Modification Bid: 10,000 1,750 250
Work-Around: CBS supports up to 9 escrows per loan.
* CHANGE LOAN PAYMENT FOR FORCED PLACED INSURANCE.
PSR0002790
Modification Bid: 40,000 6,800 1,373
Work-Around: Manually prompt CBS to generate
a new payment plan.
Confidential Comb 7/24/97 1 DC/JOM
-----------
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* AUTOMATE 1099-M15 FOR CONSTRUCTION LOANS.
PSR0002803
Modification Bid: 40,000 6,800 1,373
Work-Around: Track 1099-manually.
* AUTOMATIC PRINTING OF ESCROW CHECKS THROUGH
IPS ACCOUNTS PAYABLE. PSR0002804
Modification Bid: 57,200 14,960 1,795
Work-Around: Generate escrow checks manually
TIME
----
* EARLY DELIVERY OF ENHANCEMENT TO AUTOMATICALLY
CALCULATE MINIMUM DISTRIBUTION FOR ▇▇▇. PSR0002779
Modification Bid: 20,000 3,400 5,886
Work-Around: Modification to be included in base
CBS in first release of 1998, until then
distribution can be calculated manually
* EARLY DELIVERY OF ENHANCEMENT TO AUTOMATIC PAYOUT
FROM ▇▇▇ BASED ON ACCOUNT BALANCE, INTEREST RATE OR
AGE OF ACCOUNT. PSR0002778
Modification Bid: 50,000 8,500 2,534
Work-Around: Modification to be included in
base CBS in first release of 1998 until
then account can be selected manually.
* PROCESSING STEP RATE CD. PSR0002777
Modification Bid: 28,000 4,760 1,373
Work-Around: No work-around available, but
Central Pacific is not offering this
product today.
ATM
---
* THE ATM SYSTEM NEEDS TO HANDLE TRANSACTION ROUTING
BASED ON TRANSACTION CODE AND DUAL DES KEYS. PSR0002809
Modification Bid: 6,160 1,232 154
Work-Around: Re-issue all debit cards.
MISCELLANEOUS
-------------
* COMBINE UNLIMITED NUMBER OF ACCOUNTS INCLUDING CREDIT
CARDS FOR RELATED SERVICES CHARGES. PSR0002809
Modification Bid: 50,160 10,032 1,204
Work-Around: CBS supports up to 5 accounts for
related services charges.
* AUTOMATICALLY CHANGE PRODUCT TYPE OR FEE PLANS BASED
ON CUSTOMERS AGE. PSR0002808
Modification Bid: 9,600 1,963 232
Work-Around: Manually maintain the customers
accounts.
------------------------------------------------------------------------------------------------------------------------
For and on Behalf of Client By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-----------------------------------
Title: SVP and Chief Information Officer
----------------------------------
For and on Behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Title: President CBS-USA
----------------------------------
Confidential Comb 7/24/97 2 DC/JOM
-----------
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[LOGO]
LICENSE AND SERVICE AGREEMENT NO. 3810165
-------
SCHEDULE 4 PRELIMINARY PROJECT PLAN
Company: FISERV
Client: CENTRAL PACIFIC BANK
Effective Date: JULY 30, 1997
---------------
IT IS ACKNOWLEDGED BY CUSTOMER AND COMPANY THAT TARGET CONVERSION DATES
ARE AS FOLLOWS:
TBD FOR CENTRAL PACIFIC BANK
A PROJECT PLAN WILL BE GENERATED TO REFLECT THESE DATES MUTUALLY AGREED
UPON BY BOTH PARTIES.
===============================================================================
For and on behalf of Client By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-----------------------------------
Title: SVP and Chief Information Officer
----------------------------------
For and on behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-----------------------------------
Title: President CBS-USA
----------------------------------
Confidential Comb 11/29/95 1 DC/JOM
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[LOGO]
LICENSE AND SERVICE AGREEMENT NO. 3810165
-------
SCHEDULE 5
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
WITNESSETH:
WHEREAS Fiserv Solutions, Inc. (hereinafter called the "Company"), is the owner
and licensor of certain computer software, and
WHEREAS, the Client has entered into a License Agreement for the use of the
Company's Software System (as such items are defined therein), and
WHEREAS, the undersigned party (hereinafter called the "Consultant") desires
access to certain confidential information of Company in order to fulfill its
obligations to Client:
NOW THEREFORE, in consideration of Consultant's original and continuing access
to Company's confidential information, Consultant agrees as follows:
===============================================================================
For purposes of this Agreement, "Confidential Information" shall mean
information or material proprietary to the Company, which the Consultant
develops or obtains knowledge or access through or as a result of the
Consultant's relationship with the Company or its Client (including
information conceived, originated, discovered or developed in whole or in
part by the Consultant). The Confidential Information includes, but is not
limited to, the following types of information (whether or not reduced to
writing): discoveries, ideas, concepts, software in various stages of
development, designs, drawings, specifications, techniques, models, data,
source code, object code, documentation, diagrams, flow charts, research,
development, processes, procedures, "know-how," marketing techniques and
materials, marketing and development plans, customer names and other
information related to customers, price lists, pricing policies and financial
information. Confidential Information also includes any information
described above which the Company obtains from another party and which it
treats as proprietary or designates as Confidential Information. INFORMATION
PUBLICLY KNOWN THAT IS GENERALLY EMPLOYED BY THE TRADE AT OR AFTER THE TIME
THE CONSULTANT FIRST LEARNS OF SUCH INFORMATION, OR GENERIC INFORMATION OR
KNOWLEDGE WHICH THE CONSULTANT WOULD HAVE LEARNED IN THE COURSE OF SIMILAR
EMPLOYMENT OR WORK ELSEWHERE IN THE TRADE, SHALL NOT BE DEEMED PART OF THE
CONFIDENTIAL INFORMATION.
All notes, materials or records, of any kind, in any way incorporating or
reflecting any of the Confidential Information shall belong exclusively to the
Company and the Consultant agrees to turn over all copies of such materials in
its control to the Company upon request or upon termination of its assignment to
the Company.
The Consultant agrees during its assignment to the Company's Client and
thereafter to hold in confidence and not to directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential Information to any
person or utilize any of the Confidential Information for any purpose, except
in the course of its work for the Company's Client.
The Consultant agrees that any inventions, ideas or original works of
authorship in whole or in part conceived or made by the Consultant during or
after the term of the Company's assignment to the Company's Client which are
made through the use of any of the Confidential Information shall belong
exclusively to the Company and shall be considered part of the Confidential
Information for purposes of this Agreement whether or not fixed in a tangible
medium of expression. Without limiting the foregoing, the Consultant agrees
that any such original works of authorship shall be deemed to be "works made
for hire" of which the Company shall be deemed the author, provided that in
the event and to the extent such works are determined not to constitute
"works made for hire" as a matter of law, the Consultant hereby irrevocably
assigns and transfers to the Company all rights, title, and interest in such
works, including but not limited to Copyrights, patent rights, trade secrets
industrial property rights, and moral rights and shall execute all documents
reasonably requested by the Company for the purpose of registering such
rights.
This Agreement shall be governed by and construed in accordance with the laws of
Florida.
The Consultant agrees to the above terms, which terms constitute the entire
agreement between the parties, and acknowledges receipt of a copy of this
Agreement.
================================================================================
Consultant:
---------------------------------- ----------------------------------------
By Address
---------------------------------- ----------------------------------------
Name
---------------------------------- ----------------------------------------
Title Phone
JULY 30, 1997
----------------------------------
Date
Confidential US Comb 7/23/97 1 DC/JOM
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[LOGO]
ADDENDUM NO. 2 TO
COMPREHENSIVE BANKING SYSTEM
LICENSE AND SERVICE AGREEMENT NO. 3810165
-------
Between Central Pacific Bank, Honolulu, Hawaii ("Client") and Fiserv Solutions,
Inc. ("Company").
PURPOSE
Client and Company wish to amend Agreement No. 3810165 with an effective Date of
July 30, 1997 by replacing Schedule 2 - Third Party Hardware and Operating
System Software with Addendum No. 2. Notwithstanding anything in that Agreement
to the contrary, in the event of a conflict between the terms of the Agreement
and this Addendum, the provisions of this Addendum shall take precedence.
SCHEDULE 2.1 THIRD PARTY HARDWARE AND OPERATING
SYSTEM SOFTWARE
1. IBM HARDWARE AND OPERATING SOFTWARE:
A. The following components make up the Computer System referred to in
Schedule 1.
Based upon the Client's current account volumes, on-line devices and
branches listed below:
CURRENT VOLUMES POTENTIAL VOLUMES
--------------- -----------------
Accounts 125,000 500,000
On Line Devices 455 600
Branches 26 70
Company recommends the following two IBM AS/400 with the understanding that
once the potential volumes are reached an upgrade requirement will most
likely occur.
IBM HARDWARE & SOFTWARE - IBM AS/400, Model 620/2180 for Core
Processing with 1024 MB of Main Memory & 120.2 GB of Disk Storage (103
GB useable) including RAID 5 Disk Storage Protection and includes:
9406-620 AS/400 System Unit
0024 - 9348-002 LCL
0037 - 3590-B11 LCL
0044 - Data Loss Protection
0333 - V.24/EIA232 50 Ft ENH Cable
0339 - V.35 50 Ft Cable
0351 - (3) V.24/EIA232 50 Ft E PCI Cable
2180 - Model 620 Processor
2629 - LAN/WAN/Workstation IOP
Confidential Com 8/20/97 1 DC/JOM
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2688 - Optical Link processor
2699 - (2) Two-Line WAN I0A
2726 - PCI RAID Disk Controller
2924 - English
3002 - (6) 128 MB Main Storage
5000 - TSP Specify Code
5023 - Software Version V4R1
5073 - 1063MBPS Sys Unit Exp Tower
5507 - Alternate IPL for 9348
5520 - Complete System Order
6149 - 16/4MBPS Token Ring IOA
6532 - Raid Disk Unit Controller
6534 - (2) Magnetic Media Controller
6813 - (B) 8.58GB Disk ▇▇▇▇
▇▇▇▇ - ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇ - ▇▇▇ ▇▇▇▇ 8.58GB Disk ▇▇▇▇
▇▇▇▇ - ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ - ▇▇▇▇▇▇▇ Line Cord Plug
9331 - Base PCI Exp Unit for SPD CDS
9364 - Base System Unit Expansion
9720 - Base PCI WAN/TWINAXIAL IOA
9309-002 - RACK Enclosure, 1.6 Meter
9081 - Non-Watertight Power Cord
9171 - General Purpose I/O Rack
7857-017 - Modem
9348 - Magnetic Tape Unit
9068 - Black Cover Feature
9081 - Non-Watertight Line Cord
9834 - 4 Meter Cable
▇▇▇▇-▇▇▇ - ▇▇▇▇ ▇▇▇▇▇ w/RACL
5112 - 12M SCSI Cable
8001 - 1 Magazine
8002 - 1 Cleaning Cartridge
8130 - 30 Data Cartridges (Plant)
9221 - First B11 in Rack
9400 - Attached to AS/400
3486-BG-3 - Color, 3-Yr Warranty $300.00
9122 - 122-Key Typewriter KBD
9201 - Tilt/Swivel Stand
NAC-16 - Hypercom Adapter w/(3) ATM Cards
IBM AS/400, Model 620/2180 PURCHASE TOTAL $360,844
Confidential Comb 8/20/97 2 DC/JOM
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The IBM AS/400, Model 620/2180 includes the following Operating Software:
5769-SS1 Operating System/400
5769-XW1 AS400 Client Access Win Family
5716-PW1 App Dev Toolset OS/400 V3
5769-QU1 Query for AS/400
5716-RG1 Int Lang Env (R) RPG OS/400 V3
5716-PT1 Performance Tools OS/400 V3
5755-AS5 V4 System Program Order
IBM AS/400, Model 620/2180 OPERATING SOFTWARE PURCHASE $82,550
IBM HARDWARE & SOFTWARE - IBM AS/400, Model 600/2135 for ATM Processing
with 128 MB of Main Memory & 20.9 GB of Disk Storage including RAID 5 Disk
Storage Protection and includes (Configuration CPBH1004):
9406-600 - AS/400E System Unit
0044 - Data Loss Protection
0351 - (7) V.24/EIA232 50 Ft. E PCI Cable
2135 - Model 600 Processor
2721 - (3) PCI Two-Line WAN IOA
2724 - PCI 16/4MBPS Token-Ring IOA
2726 - PCI Raid Disk Unit Controller
2809 - PCI LAN/WAN/Workstation IOP
2924 - English
2961 - 240 Volt Power Cord
3110 - 64MB Main Storage
5000 - TSP Specify Code
5023 - Software Version V4R1
5520 - Complete System Order
6481 - 2.5GB 1/4-Inch Cart Tape
6807 - (4) 4.19GB Disk ▇▇▇▇
▇▇▇▇ - ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇
9083 - Locking Line Cord Plug
9707 - Base 4.19GB Disk ▇▇▇▇
▇▇▇▇ - ▇▇▇▇ ▇▇▇ ▇▇▇/▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇-▇▇▇ - Modem
9910-B31 - Unity/I Ext 3.0 KVA
5000 - TSP Specify
6612 - Battery Pack B30/B50
3486-BG3 - Color 3-Yr Warranty
9122 - 122 Key Typewriter KBD
9201 - Tilt/Swivel Stand
IBM AS/400, Model 600/2135 PURCHASE TOTAL $79,530
Confidential Comb 8/20/97 3 DC/JOM
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The IBM AS/400, Model 600/2135 includes the following Operating Software:
5769-SS1 Operating System/400
5716-PW1 App Dev Toolset OS/400 V3
5716-RG1 Int Lang Env (R) RPG OS/400 V3
5755-AS5 V4 System Program Order
IBM AS/400, Model 600/2135 OPERATING SOFTWARE PURCHASE $4,500
TOTAL IBM HARDWARE AND OPERATING SOFTWARE $527,424
Installation $5,000
Training TBD
--------
TOTAL $532,424
Color Monitor 600
---------
$533,024
B. IBM HARDWARE AND SOFTWARE PAYMENT TIMETABLE
The Amount Payable is due according to the following timetable:
------------------------------------------------------
Date Event Amount Payable
------------------------------------------------------
TBD 25% Paid 7/30/97 $134,450
TBD Upon Delivery $397,974
C. IBM MAINTENANCE SERVICES
Effective Date for Maintenance Services only: Upon Delivery
------------------
------------------------------------------------------------------
MODULES: IBM Hardware and Software described in Section A.
------------------------------------------------------------------
BASIC MAINTENANCE: NOT APPLICABLE
------------------------------------------------------------------
SPECIAL MAINTENANCE:
IBM will contract for and provided the following services:
SSA 5 Year Maintenance - With Software Upgrade Protection
------------------------------------------------------------------
Confidential Comb 8/20/97 4 DC/JOM
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For and on Behalf of Client By: /s/ ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇
-----------------------------------
Title: Senior Vice President
----------------------------------
For and on Behalf of Company By: /s/ ▇▇▇▇ ▇. ▇'▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇'▇▇▇▇▇▇
-----------------------------------
Title: President CBS-USA
----------------------------------
Confidential Comb 08/20/97 5 DC/JOM
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[LETTERHEAD]
October 21, 1998
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
Manager, Systems & Programming
Central Pacific Bank
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Subject: Professional Services Agreement No's PSR 0003549
Dear ▇▇. ▇▇▇▇▇,
Enclosed for your records are fully executed copies of the above referenced
Professional Services Agreements, Schedule 2, 1M, and 1P.
We appreciate your business, and please don't hesitate to contact us should you
require any further assistance.
Sincerely,
/s/ ▇▇▇ ▇▇▇▇ for
▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Project Manager, Customization Services
cc: ▇▇▇ ▇▇▇▇ - Fiserv, Orlando
[LOGO]
PROFESSIONAL SERVICES AGREEMENT NO. PSR0003549
SCHEDULE 2 - PSR0003549 - Additions to Property Tax Interface
BUSINESS REQUIREMENTS
TMK Functional Specification Provided by Central Pacific Bank - Hawaii
Company: Fiserv
Client: Central Pacific Bank
Effective Date: 10-07-1998
Location: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
For and on Behalf of Client By: Central Pacific Bank
------------------------------------
Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------------
Title: Vice President
---------------------------------
For and on Behalf of Company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------
Title: Manager, Customization Services
---------------------------------
Confidential ps bus 06/17/96 1
[LOGO]
PROFESSIONAL SERVICES AGREEMENT NO. PSR0003549
SCHEDULE 1P - PSR0003549 - Additions to Property Tax Interface
Company: Fiserv
Client: Central Pacific Bank
The License Agreement is that Agreement number 3810165 between the parties
dated: 07-30-97
Effective Date: 10-07-1998
Location: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Workday: eight hours equal one day
------------------------------------------------------------------------------------------------------------
Estimated Availability Dates
Project Type Daily Rate No. of ---------------------------------------------------------
Days From To
------------------------------------------------------------------------------------------------------------
MD $1,000.00 10 Scheduled upon receipt of Scheduled upon receipt
approved schedules of approved schedules
------------------------------------------------------------------------------------------------------------
KEY TO PROJECT TYPES
------------------------------------------------------------------------------------------------------------
Project Project Type Description Personnel Grades Comments
Type
------------------------------------------------------------------------------------------------------------
MD Modification Programmer Analyst/ The project duration shall
Financial Analyst be based on time and
materials and shall not exceed
the indicated number of days
by ten percent (10%) without
the prior approval of Client.
------------------------------------------------------------------------------------------------------------
FO Functional Specifications Only Programmer Analyst/ Original estimates for
Financial Analyst this project exceed twenty-five
days; a functional
specification is necessary to
prepare a project sizing to
narrow the final estimate to
an accuracy within a ten
percent (10%) margin. The
project duration for preparing
the functional specification
is based on time and materials
and shall not exceed fifteen
(15) days without prior
approval of Client.
------------------------------------------------------------------------------------------------------------
PO Programming Only Programmer Analyst This project requires
performance of system testing
at Client location and may
require participation of Client
staff.
------------------------------------------------------------------------------------------------------------
CS Consulting Only Programmer Analyst/ The project duration shall
Financial Analyst be based on time and
materials and shall not exceed
the indicated number of days
without the prior approval of the
client.
------------------------------------------------------------------------------------------------------------------------
MN Modification; No System Test Programmer Analyst/ This project adopts
Financial Analyst the same characteristics as
the Modification (MD) with
the exception that system
testing is performed by
Client, not Company.
------------------------------------------------------------------------------------------------------------------------
Confidential PS Proj 06/17/96 1
[LOGO]
PAYMENT TIMETABLE
The Amount Payable is due in lawful currency of US according to the following
timetable:
-------------------------------------------------------------------------------------------------------
DATE EVENT AMOUNT PAYABLE
-------------------------------------------------------------------------------------------------------
Upon delivery Additions to Property Tax Interface $10,000.00
-------------------------------------------------------------------------------------------------------
Upon delivery Modification Quote Fee - Credit ($200.00)
-------------------------------------------------------------------------------------------------------
Invoice Amount $9,800.00 +/-10%
-------------------------------------------------------------------------------------------------------
For and on Behalf of Client By: Central Pacific Bank
-------------------------------------
Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Vice President
----------------------------------
For and on behalf of Company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Title: Manager, Customization Services
----------------------------------
Confidential PS Proj 06/17/96 2
[LOGO]
MAINTENANCE AGREEMENT NO. PSR0003549
SCHEDULE 1M - PSR0003549 - Additions to Property Tax Interface
Company: Fiserv
Client: Central Pacific Bank
The License Agreement is that Agreement number 3810165 between the parties
dated: 7/30/97
Location: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Workday: eight hours equals one day
Effective Date: one month following project delivery
Maintenance Fee: $2,000.00 payable in the lawful currency of US on the
Effective Date above and annually thereafter.
--------------------------------------------------------------------------------
MODULES:
PSR0003549 - Additions to Property Tax Interface
--------------------------------------------------------------------------------
BASIC MAINTENANCE:
Maintenance coverage for the project shall be available on standard business
days from 8:30 a.m. to 5:30 p.m.
--------------------------------------------------------------------------------
REGULATORY COMPLIANCE SERVICES:
Regulatory compliance maintenance is covered for this project and shall be
scheduled based on a mutually acceptable date between the Company and Client.
--------------------------------------------------------------------------------
SPECIAL MAINTENANCE:
Integration services is excluded from this agreement unless otherwise specified
within another agreement.
--------------------------------------------------------------------------------
ANNUAL INCREASE AMOUNT:
There may be an increase in the specified Maintenance Fee on each anniversary of
the effective date. The Maintenance Fee shall not be increased by more than ten
percent (10%) per year or the change in the US Department of Labor, Consumer
Price Index for Urban Wage Earners and Clerical Workers, All Cities, (1982 =
100%) for the twelve month period preceding the anniversary date.
--------------------------------------------------------------------------------
This Schedule 1M replaces all previous Schedule 1M forms for the Agreement as of
the Execution Date noted below.
For and on behalf of Client By: Central Pacific Bank
-------------------------------------
Name: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Title: Vice President
----------------------------------
For and on behalf of Company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------
Title: Manager, Customization Services
----------------------------------
Execution Date: 10/20/98
Confidential PS Maint. 06/17/96 1
[LOGO]
PROFESSIONAL SERVICES AGREEMENT NO. 3810165-ITS001
SCHEDULE 1
Company: Fiserv, CIR, Inc.
Client: Central Pacific Bank
The License Agreement is that Agreement number 3810165 between the parties
dated: 7/30/97.
Effective Date: July 1, 1998
This agreement will be in effect through June 30, 1999, and is not subject to
termination until that time unless mutually agreed between Company and Client.
This agreement may renew at the beginning of each year for a term of one year if
mutually agreed between Company and Client. Any changes to this schedule will
be disclosed 90 days prior to the renewal date.
Location: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Workday: 8 hours
Fee Structure:
Integration Services fee structure is based on a flat monthly retainer plus a
per diem for actual Integration Activities performed (as defined in Schedule 2).
This fee schedule will be activated starting on the effective date contained in
this schedule.
INTEGRATION SERVICES ANNUAL RETAINER: $16,000.00
--------------------------------------------------------------------------------------------------
ESTIMATED AVAILABILITY DATES
PERSONNEL ESTIMATED DAILY MINIMUM ---------------------------------
GRADE QUANTITY RATE NO. OF DAYS FROM TO
--------------------------------------------------------------------------------------------------
IC 15 days (annual) $1,200.00 5.00 ▇▇▇ ▇▇▇
--------------------------------------------------------------------------------------------------
KEY TO PERSONNEL GRADES
IC INTEGRATION SERVICES COORDINATOR
Confidential PS Page 1 of 2 DC/JW
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PAYMENT TIMETABLE
The Amount Payable is due in lawful currency of USA according to the following
timetable:
----------------------------------------------------------------------------------
DATE EVENT AMOUNT PAYABLE
----------------------------------------------------------------------------------
Upon Billing Annual Retainer $16,000.00
Upon Billing Integration Activities TBD
-----------------------------------------------------------------------------------
For and on Behalf of Client By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Title: SVP
------------------------------------
For and on Behalf of Company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Title: Manager, Customization Services
------------------------------------
Confidential PS Page 2 of 2 DC/JW
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[LOGO]
PROFESSIONAL SERVICES AGREEMENT NO. 3810165-ITS01
SCHEDULE 2 BUSINESS REQUIREMENTS
Company: Fiserv, CIR, Inc.
Client: Central Pacific Bank
Effective Date: July 1, 1998
OVERVIEW:
The company will assign the client an Integration Coordinator, who will act
as a project manager for all of the client's integration needs. This
coordinator will be responsible for handling the client's communications and
correspondence regarding CBS release retrofitting, including scheduling,
coordination, consultation, and Additional Services as requested. The
services provided and described below are inclusive of all CBS major and
point releases. Bulletins, emergency code fixes, beta, contracted customer
modifications, and pre-release code integration are not provided, unless
otherwise specified in this Schedule or specifically requested by the client
as an Additional Service.
The Client may submit any or all of their modifications for integration. The
Company reserves the right to review and deem those modifications ineligible
for integration. Integration is performed on a library by library basis and
therefore, the Company may request that the Client segregate ineligible
modifications outside of the libraries to be integrated. If for any reason a
modification becomes ineligible for integration due to the nature of the CBS
software enhancements, the Client will be notified of this occurrence. The
Client will be responsible for securing the resources and any costs
associated with the re-coding of the modification, unless the modification is
under a CBS maintenance contract. Once re-coded the Client may have that
software delivered to the Company for incorporation in the Integration
Release as part of the Integration Activities.
SCHEDULING AND PREPARATION:
Upon determination of the estimated release dates by the Company, for major
CBS releases, the Company will prepare an estimated schedule for the client
and communicate that information along with a checklist of items that the
client must perform and prepare for the integration activities. The Client
will be responsible for ensuring that the information provided is supplied in
a format usable by the Company. All changes to source code members or
objects, by any party, must be tracked and incorporated into integrated
source code member or object by the Client, from the date of data preparation
until the production installation for all integration releases.
The Client will be responsible for validating that the estimated dates for
the project meet their requirements and communicate any conflicts to the
Company. An adjusted mutually agreed upon date will be determined based upon
the clients requirements and the Company's resource availability.
If for any reason, the Company determine that it will be unable to meet the
estimated dates for any release integration, the Client will be notified and
given the adjusted dates as soon as the situation is identified and assessed.
All Client Confidential Information received from the Client will be for the
explicit use of the integration activities unless other usage is granted by
the Client either verbally or in writing.
INTEGRATION ACTIVITIES:
The following activities will occur during the Integration of the Clients
Modifications for a CBS Release:
Confidential PS Page 1 of 2 DC/JW
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- Match the Clients modified CBS members with the distributed CBS release and
merge the modified CBS software into the modified member
- Identify and compile client specific objects that use CBS files and
copybooks
- Identify and notify the Client of CBS members and objects in the
modification libraries that are no longer used by CBS
- Review the program usage in the modification libraries to identify and
notify the client of any obsolete members
- Perform a parallel nightly processing for all major releases
- Balance the monetary reports produced in the parallel run and resolve any
differences that are not due to the release content
- Provide Integration Release Instructions including pre and post
installation considerations and summary of release installation steps.
The Client is responsible for the installation of this Integration release as
well as the CBS release, unless otherwise specified in this Schedule or
specifically requested by the client as an Additional Service. Integration
testing activities are limited to the verification of monetary activity based
on the test data supplied by the Client. Therefore, acceptance testing by the
client is strongly suggested prior to production installation to ensure that
prior release functionality still exists.
SUPPORT:
The Company will provide support of the integration release for a period of
30 days at no additional fee. After that time the hourly Integration
Coordinator fee will be applicable. Support of the test and production
installation of each release will also be provided. All support will be
provided under the Fiserv Service Level Agreements in place at that time.
ADDITIONAL SERVICES:
Additional services are available upon request. If the need arises to utilize
these services, the client should contact the Company to discuss these
requirements and fee schedules. Typical additional services include, but are
not limited to:
- Release Installation - Extended Functional Testing
- Environment creation - Software consolidation/Distribution
- Library consolidation - Change Management Consultation
- Modification review/itemization - Installation of "fixes" or CBS
Bulletins
For and on Behalf of Client By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------
Title: SVP
------------------------------------
For and on Behalf of Company By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Title: Manager, Customization Services
------------------------------------
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