Exhibit 10.8
Effective January 1, 2005
FINANCIAL ACCOUNTING AND REPORTING SERVICES AGREEMENT
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THIS OPERATIONS & DATA PROCESSING SERVICE AGREEMENT is made and entered
into this 1st day of January, 2005, by and between Republic First Bank
("Customer") and BSC Services Corp ("Servicer"), and updated as necessary to
assure an objective allocation of costs, consistent with arms length business
practices and all applicable regulations. Actual costs will be billed, based
upon good faith estimates of time allocations, unless both parties to the
contract agree to a mark-up. Without such mark-up, the services performed are
under-market; however, this is acceptable, since neither party is suffering a
detriment. So that the Customer can independently gauge the below-market,
objective allocation of costs, detail of salary and time allocations will be
provided as requested. Should such objective allocations change prior to
billings, Customer agrees to modify the next billing to "true up" billings to
the actual amounts of the new allocations.
In consideration of the mutual promises set forth herein, Servicer and Customer
agree as follows:
SECTION 1 - SERVICES PROVIDED
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1.1 Financial Accounting/Reporting. Management services will be
provided, to support all of the major policy and regulatory mandates, including
the investment policy, ALCO policies, and liquidity and balance sheet management
policies. Assistance in pricing and availability to Bank officers will be made
on a reasonable basis consistent with standard banking practices. Tax planning
will also be performed to minimize tax burden consistent with standard business
practices. Assistance to facilitate regulatory examinations will be provided as
deemed necessary and beneficial. Centralization of cash management and
investments will also be centralized, consistent with banking practices. All
general ledger accounting functions will be performed. These services include
maintenance of the general ledger and reconciliation of applicable accounts,
monthly closings, preparation of call reports, preparation of monthly financial
statements and related board reports, asset/liability management and related
reporting, tax reporting and preparation and maintenance of the budget. To
obtain the most cost effective insurance coverages, and consistent with standard
banking practice, insurance will be centralized. Compliance with Sarbanes Oxley
requirements will also be on a centralized basis to minimize duplication of
costs.
SECTION 2 - OTHER SERVICES AND OBLIGATIONS
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2.1 Special Services. If requested by Customer, other financial
analyses will be performed.
2.3 Training. Servicer shall provide to Customer service standard
training programs for the purpose of training Customer's personnel in the proper
use of Servicer's procedures, systems and reports. Customer shall provide
competent personnel for such training and shall cooperate with Servicer in
properly scheduling such training in conjunction with Customer's conversion to
Servicer's standard training.
SECTION 3 - PAYMENT OF FEES
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3.1 Service Charges. Customer agrees to pay Servicer for the Services
in accordance with the charges set forth in Schedule A. Payment shall be due
monthly upon receipt of invoice. Any charges not paid within thirty (30) days of
invoice date shall bear interest at the rate of 1% per month. Customer agrees to
pay all applicable sales or other taxes with respect to the Services. After
expiration of one (1) year from the date of initial processing under this
Agreement, the charges shall be reevaluated annually on the basis of updated
time/expense allocations
SECTION 4 - TERM OF AGREEMENT
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4.1 Term. This Agreement is effective and legally binding as of the
date hereof and, unless terminated as hereinafter provided, shall continue for a
period of ten years from January 1, 2005. Upon agreement of the Boards of
Directors of both Customer and Servicer, the term may be shortened or otherwise
modified.
SECTION 5 - PROTECTION OF CUSTOMER DATA/AUDIT/COMPLIANCE WITH REGULATIONS
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5.1 Confidentiality. All data relating to Customer's business provided
to Servicer by Customer shall be treated confidentially and safeguarded by
Servicer using the same care and discretion, which Servicer uses with data it
regards as confidential.
5.2 Access to Personnel, Systems and Records/Audit. Consistent with
normal business standards and regulatory requirements, Servicer will be subject
to reasonable access to auditors.
5.3 Compliance with Regulations. Servicer agrees to comply with all
applicable regulations.
SECTION 6 - TERMINATION
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6.1 Termination for Default. Either Customer or Servicer may terminate
this Agreement upon material default of the other party under this Agreement and
failure of such defaulting party to cure such default within one hundred eighty
(180) days after receipt of written notice specifying the event of default
claimed. If such default is not cured within such 180-day period, and the
terminating party intends to terminate, the terminating party must within ten
(10) days thereafter give thirty (30) days written notice of termination.
SECTION 7 - GENERAL
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7.1 Governing Law. This Agreement shall be governed by and constructed
in accordance with the laws of the State of Delaware. This Agreement has been
accepted in and shall be performable in New Castle County, Delaware.
7.2 Entire Agreement. This Agreement constitutes the entire integrated
agreement between the parties, hereby superseding any and all previous
representations, understandings or agreements, and may be amended only by an
instrument in writing signed by Customer and an executive officer of Servicer.
SERVICER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OTHER THAN
THOSE CONTAINED HEREIN.
7.3 Assignment. Neither Customer nor any successor, receiver or
assignee shall directly or indirectly assign this Agreement (whether such
assignment is effected in connection with a sale of Customer's assets, stock or
through merger, an insolvency proceeding or otherwise) without the prior written
consent of Servicer.
7.4 Binding Effect. This Agreement is binding on the parties hereto and
their respective successors and assigns. Customer represents that the officer
signing below is duly authorized to enter into this Agreement on behalf of
Customer. If amended, this Agreement shall be deemed binding on Servicer only
when signed by an executive officer of Servicer.
IN WITNESS WHEREOF, Customer and Servicer have entered into this revised
Agreement.
BSC Services Corp.
BY: /s/ Paul Frenkiel
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Paul Frenkiel
TITLE: Chief Financial Officer
DATE: January 31, 2005
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REPUBLIC FIRST BANK
BY: /s/ Robert Davis
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Robert Davis
TITLE: President
DATE: January 31, 2005
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