Exhibit 10.5
HUMAN RESOURCES AND PAYROLL SERVICES AGREEMENT Effective January 1, 2005
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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 xxxx-up. Without such xxxx-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
xxxxxxxx, Customer agrees to modify the next billing to "true up" xxxxxxxx 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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1.2 Human Resources and Payroll Function. Human resources functions
will be provided. Management services include updating and maintaining human
resources policies and complying with all related legal requirements, including
the preparation of mandated governmental reporting. All payroll and payroll
related services will be provided. These services include all elements of the
preparation of payroll including maintaining personnel files, benefit
administration, and assistance in recruitment. All benefits administration will
also be centralized to maximize cost effectiveness.
SECTION 2 - OTHER SERVICES AND OBLIGATIONS
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2.1 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 attached hereto. 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 on the basis of updated
time/expense allocations if necessary.
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.
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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/Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
TITLE: Chief Financial Officer
DATE: January 31, 2005
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REPUBLIC FIRST BANK
BY: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
TITLE: President
DATE: January 31, 2005
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