Exhibit 99(e)
ADMINISTRATIVE SERVICES AGREEMENT
This Agreement, executed as of the 2nd day of November,
1995, by and between Xxxxxx United Bank, a commercial bank
chartered under the laws of the State of New Jersey, and having
its principal place of business at 0000 Xxxxxxxxxx Xxxxxx, Xxxxx
Xxxx, Xxx Xxxxxx 00000 (hereinafter "HUB"), and HUB Financial
Services, Inc., a corporation under the laws of the State of New
Jersey, and having its principal place of business at 0000
XxxXxxxxx Xxxx., Xxxxxx, Xxx Xxxxxx 00000 (hereinafter "HFSI"),
WITNESSETH: That
WHEREAS, HFSI is in the business of providing data
processing to banks, and desires to obtain administrative support
services for itself, and,
WHEREAS, HUB is a commercial bank capable of providing the
required services,
NOW THEREFORE, it is hereby agreed as follows:
ARTICLE I
SCOPE OF SERVICES
HUB agrees to provide HFSI with the services set forth
herein:
A) Accounting Services
1. HUB shall create separate general ledger
accounts for HFSI as needed for complete and accurate
record keeping in accordance with generally-accepted
accounting principles.
2. HFSI shall generate all original entries to General
Ledger. HUB shall not be responsible for the accuracy or
validity of entries so generated by HFSI.
3. All General Ledger transactions will be posted
by HUB daily, and a daily proof will be performed on
all general ledger accounts to ascertain that "in
proof" balance is maintained.
4. Monthly reports will be prepared by HUB, and
provided to HFSI, with copies to HUBCO, Inc. and United
National Bancorp.
5. HUB shall also prepare such interim management
reports as requested by HFSI.
6. HUB shall prepare, for review and signature by
HFSI, quarterly and annual Statements of Condition, 941
Tax Returns, State and Federal Income Tax Returns.
7. HUB shall provide complete payroll services.
B) Cash Management
1. HUB shall calculate HFSI's cash position
daily, and shall advise HFSI of funds available for
short term investment.
2. HFSI shall notify HUB of demands upon its cash
position.
3. HUB shall invest and reinvest for HFSI in
overnight or term Fed Funds, as authorized by HFSI.
C) Budgeting
1. Not later than November 30th of each
year, HFSI will provide HUB with projections for
various income and expense items for the
forthcoming year.
2. HUB will assist HFSI with projections, if so
requested.
3. Based upon the projections and actual
experience for the current year, HUB will prepare
a budget proposal for HFSI's planning purposes.
D) Asset/Liability Management
1. HUB shall advise HFSI for asset/liability
management purposes.
E) Investment Services
As instructed by HFSI, HUB shall act as Agent for HFSI
in the purchase and sale of securities for the account of HFSI.
No purchase instructions shall be carried out by HUB if
there are insufficient available funds for settlement.
HUB makes no representations as to the advisability of
any investments, and does not act as an investment advisor or a
broker in any security transactions.
HUB shall provide accounting and record keeping
services for HFSI's investment portfolio.
F) Examinations
HUB shall audit all functions of HFSI at least annually
and shall provide a written report of the findings.
Further, HUB shall coordinate with HFSI in order to be
of assistance in the conduct of any audits or examinations
of HFSI by regulators or independent accountants.
G) Marketing
HUB shall coordinate with HFSI and provide marketing
support as requested.
H) Compliance
HUB shall review all regulatory and statutory
requirements for the business to be conducted by HFSI and
shall advise on acceptable policy and procedure.
ARTICLE II
DUTY OF CARE
HUB shall perform all services hereunder as it would for its
own accounts.
ARTICLE III
CONFIDENTIALITY OF INFORMATION
Both parties recognize that in connection with the
performance of duties hereunder, it may be provided with, or have
access to, information which is of a confidential nature. Both
parties agree to maintain confidentiality of records and
information, and shall disclose nothing (in whole or in part) to
any third party without the other party's prior consent.
ARTICLE IV
TERM
This Agreement shall remain in full force and effect for a
period of one year from the date hereof.
The term shall be automatically extended for additional
successive one-year periods unless written notification is given
by either party to the other, two months prior to the expiration
date, of their intent to terminate the Agreement.
This Agreement may also be terminated upon (i) the mutual
written consent of the parties or (ii) after the first one year
term, by HFSI upon 60 days prior written notice of its intent to
terminate the agreement.
Upon termination, HUB agrees to cooperate with HFSI in
delivering records in accordance with HFSI's instructions. HUB
shall not be responsible for conversion of records to any other
format, nor shall HUB be responsible for the creation of new
records not normally produced for HFSI hereunder.
ARTICLE V
INDEPENDENT CONTRACTOR
It is specifically agreed by the parties that the
relationship of HUB to HFSI is one of Agency, and that HUB is an
independent contractor in providing any services hereunder.
ARTICLE VI
NON-ASSIGNABILITY
HFSI agrees to pay HUB for the accounting/administrative
services provided hereunder, as follows:
During the initial first-year of the term:
$5,797.25 per month, or any portion thereof.
For each subsequent year, compensation as mutually agreed in
writing, which shall be established for each subsequent year
three months prior to the expiration date of the present term.
In addition to the monthly administrative fee provided for
above, HFSI agrees to reimburse HUB for its out-of-pocket
expenses in funding any payroll services and other out of pocket
expenses upon receipt of invoices setting forth the itemized
expenses incurred by HUB.
ARTICLE VII
CO-MINGLING OF FUNDS
HUB shall maintain separate accounts for HFSI, and no funds
belonging to HFSI shall be co-mingled with funds belonging to
HUB.
ARTICLE VIII
INSPECTION OF RECORDS
All records and books pertaining to HFSI shall be available
to HFSI, its representatives, regulators or auditors for the
purposes of inspection, examination or audit at all reasonable
times, with or without notice.
ARTICLE IX
FIDELITY BOND
HUB agrees to maintain at all times and at its own expense,
a fidelity bond which shall insure against any losses resulting
from the dishonest, fraudulent, criminal or negligent acts or
errors or omissions on the part of officers, employees or other
persons acting on behalf of HUB. The deductible on such bond
shall be not more than $250,000.
ARTICLE X
NOTICE
All notices or requests which may be or are required to be
given or sent by either party to the other under the provisions
of this Agreement shall be in writing and shall be deemed to have
been properly sent or given either by personal delivery, by
overnight courier, or by certified mail to:
a) If intended for HUB:
Xxxxxx United Bank
Controllers Office
0000 XxxXxxxxx Xxxx.
Xxxxxx, Xxx Xxxxxx 00000
b) If intended for HFSI:
HUB Financial Services, Inc.
0000 XxxXxxxxx Xxxx.
Xxxxxx, Xxx Xxxxxx 00000
Attn: President
Either party may designate, by notice given, as above
provided, a new address to which any such notice or request may
thereafter be given or sent.
ARTICLE XI
APPLICABLE LAW
This Agreement shall be construed in accordance with the
laws of the State of New Jersey and the United States of America,
as applicable.
ARTICLE XII
This Agreement constitutes the complete terms and conditions
between HUB and HFSI covering performance hereunder. This
Agreement supersedes any prior agreements, written or oral, with
respect to the subject matter hereof.
Modifications may be made only by a written instrument
executed by both parties.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first appearing above.
ATTEST: XXXXXX UNITED BANK
/s/ XXXXXX X. XXXXXX By: /s/ X. XXXX VAN BORKULO-XXXXX
-------------------------- -----------------------------
Xxxxxx X. Xxxxxx X. Xxxx Van Borkulo-Xxxxx
Executive Vice President
ATTEST: HUB FINANCIAL SERVICES, INC.
/s/ XXXXXX X. XXXXXX By: /s/ X. XXXX VAN BORKULO-XXXXX
-------------------------- -----------------------------
Xxxxxx X. Xxxxxx X. Xxxx Van Borkulo-Xxxxx
Secretary
