Exhibit 10.12
PLATINUM OVERDRAFT
MANAGEMENT AGREEMENT
FOR
COMMUNITY FIRST BANKSHARES
FARGO, NORTH DAKOTA
CERTAIN INFORMATION HAS BEEN DELETED FROM THIS EXHIBIT AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT UNDER RULE 24B-2.
PLATINUM OVERDRAFTSM MANAGEMENT AGREEMENT
This Agreement dated to be effective as of the last date written below (the
"Effective Date"), is between Alex Sheshunoff Management Services, L.P., a Texas
limited partnership ("ASM"), whose principal offices are located at 2801 Via
Fortuna, Suite 600, Austin, Texas 78746, and the financial institution
identified as "Client" on the attached Detail Schedule.
1.
BACKGROUND
1.1
ASM OFFERS A SUITE OF SERVICES AND PRODUCTS
KNOWN GENERALLY AS THE PLATINUM OVERDRAFTSM MANAGEMENT PROGRAM (THE "PROGRAM")
TO FINANCIAL INSTITUTIONS THAT OFFER DEPOSIT ACCOUNTS.
PROGRAM SERVICES AND
PRODUCTS IMPLEMENT A DEPOSIT ACCOUNT OVERDRAFT COVERAGE PROGRAM, INCLUDING
FINANCIAL PROJECTIONS AND TRACKING SERVICES, RECOMMENDATIONS ON ORGANIZATIONAL
STRUCTURE AND STAFFING, DATA PROCESSING SYSTEMS AND REPORTING SERVICES,
OPERATIONS POLICIES AND PROCEDURES, COMPLIANCE GUIDANCE, TRAINING SERVICES, AND
OVERDRAFT COLLECTIONS MANAGEMENT, IMPLEMENTING COMPUTER PROGRAMS, AND OTHER
MANAGEMENT SERVICES, AS MORE FULLY DESCRIBED BELOW, AND IN A PAPER PREPARED BY
ASM RELATING TO OCC INTERPRETIVE LETTER #914, A COPY OF WHICH HAS BEEN
PREVIOUSLY PROVIDED TO CLIENT.
1.2
CLIENT DESIRES TO IMPLEMENT THE PROGRAM, ON
THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
NOW THEREFORE, in consideration of the premises and the terms and conditions set
forth below, ASM and Client hereby agree as follows.
2.
DELIVERABLES
ASM will deliver to Client the services and products which comprise the Program,
including:
A.
FINANCIAL AND OPERATIONAL PROJECTION
AND PLANNING, INCLUDING ESTIMATES OF INCREMENTAL PRE-TAX PROFIT FROM
IMPLEMENTING THE PROGRAM, AND CALCULATION OF CLIENT'S BASELINE (PRE-PROGRAM)
EXPENSE, REVENUE AND PROFIT FIGURES FOR PURPOSES OF THE FEE CALCULATIONS UNDER
THIS AGREEMENT, IN ACCORDANCE WITH THE DEFINITIONS IN SECTION 5 BELOW.
B.
RECOMMENDATIONS AND IMPLEMENTATION
ASSISTANCE ON ORGANIZATIONAL STRUCTURE, JOB DESCRIPTIONS AND STAFFING FOR USE OF
THE PROGRAM.
C.
RECOMMENDATIONS AND IMPLEMENTATION
ASSISTANCE ON PRODUCT DEFINITIONS, ACCOUNT FEATURES AND SET-UP FOR ACCOUNTS
COVERED BY THE PROGRAM.
D.
IMPLEMENTATION ASSISTANCE ON USE OF THE
PROGRAM'S OVERDRAFT COLLECTIONS PROCESS, PROCEDURES AND METHODS.
E.
COMPUTER HARDWARE RECOMMENDATIONS AND
INSTALLATION OF PROPRIETARY SOFTWARE FOR USE AS PART OF THE PROGRAM (THE
"PROGRAM SOFTWARE").
A SEPARATE PLATINUM OVERDRAFTSM MANAGEMENT SOFTWARE
AGREEMENT, (THE "PROGRAM SOFTWARE LICENSE")
2
A COPY OF WHICH IS ATTACHED AS THE PROGRAM SOFTWARE LICENSE SCHEDULE, GOVERNS
THE RELATIONSHIP OF CLIENT AND ASM WITH RESPECT TO THE PROGRAM SOFTWARE.
F.
RECOMMENDATIONS AND IMPLEMENTATION
ASSISTANCE ON CUSTOMER COMMUNICATION PLANNING, ACTIVITIES, AND BUDGET.
G.
RECOMMENDATIONS AND IMPLEMENTATION
ASSISTANCE ON COMPLIANCE STANDARDS, ANALYSIS AND LANGUAGE.
H.
TRAINING AND TRAINING MATERIALS ON
PROGRAM SOFTWARE USE AND PROGRAM OPERATIONS.
I.
RECOMMENDATIONS AS APPROPRIATE ON
FURTHER ACTIVITIES AND "BEST PRACTICE" MEASURES WHOLE IMPLEMENTATION ENHANCE
NON-INTEREST INCOME OPPORTUNITIES.
J.
POST-IMPLEMENTATION PERIOD SUPPORT.
POST-IMPLEMENTATION PERIOD SUPPORT IS DEFINED AS:
•
Daily conference calls during the
first week of the implementation period.
•
Weekly conference calls thereafter
for a month.
•
Monthly conference calls for the next
60