Exhibit 10.3
SERVICE AGREEMENT
THIS AGREEMENT, made as of the 18th day of December 1996, by and between
Heritage Bank, F.S.B. ("Bank"), a Montana corporation, and Central Financial
Services, Inc. ("CFS"), a Florida corporation.
WITNESSETH:
WHEREAS, CFS desires to sell and Bank desires to purchase certain services
more particularly described herein to be utilized by Bank in the management and
operation of its business as a commercial banking organization.
NOW, THEREFORE, in consideration of the foregoing premises, and further in
consideration of the mutual promises herein contained, the parties hereto hereby
agree as follows:
1. Services. Bank, on its own behalf and on behalf of the Banks, agree to
purchase and CFS agrees to sell, the following bank advisory and consulting
services:
A. Advise bank management on income tax planning and provide assistance
in the preparation of federal and state income tax returns.
B. Coordinate directors' examinations and/or audits under the direction
of Banks and Banks' Board of Directors.
C. Conduct periodic audits of the Banks' loan portfolios in order to
advise bank management in its process of determining adequacy of Reserve for
Loan Losses, compliance with existing regulations and adequacy of loan file
documentation.
D. Under the direction of bank management, provide a review and analysis
of specific new loans or problem loans and make recommendations as to how
bank management should proceed.
E. Under the direction of bank management, provide periodic reviews of
internal controls and operations and prepare related reports on findings to
bank management.
F. Advice with respect to the development of Banks' operating policies
and marketing and advertising advice for affiliated banks.
G. Regulatory relations and planning advice, which includes updates of
regulatory changes, advice in dealings with regulatory agencies and advice
with respect to evaluations of potential expansion or change in bank
facilities and services.
H. Loan policy advice, which includes advising bank officials in the
development of proposed loan policies and proposed amendments thereto,
providing information and advice on consumer compliance provisions, and
advice with respect to coordinating participation loan agreements with bank
officials.
I. Advise and consult with bank management on asset and liability
management, including rate sensitivity, net interest margin, liquidity and
capital adequacy.
J. Investment consulting under the direction of bank management, as well
as coordinating and completing buy-sell transactions.
K. Personnel consulting, which includes advice on fringe benefit
programs, salary recommendations, and executive recruiting under the
direction of bank management.
L. Accounting and reporting advice, which includes development of
proposed budgets and financial statement formats and review and analysis of
monthly statements, budgets and expense classification.
M. Insurance advisory services, which includes coordination and central
purchasing of all bank-related insurance needs under the direction of bank
management.
N. Such other advisory or consulting services as the Bank may request.
2. Basic Fees: Payment. Bank hereby agrees to pay CFS for the above services
as follows:
A. Professional employee services will be billed on a direct hourly
rate. The direct hourly rate is based upon a comparable market rate for
similar services; and
B. Any directly incurred "out-of-pocket" expenses incurred by CFS for
providing such services.
3. Cancellation. The service agreement will be in effect for one year.
Thereafter, it may be canceled by either CFS or Bank (I) as of the end of any
fiscal year hereof upon sixty (60) days prior written notice to the other party
or (ii) upon written notice thereof if no agreement as to the basic annual fee
is reached as required by Section 2 hereof. Until so canceled, the service
agreement will remain in full force and effect.
IN WITNESS WHEREOF, CFS and Bank have executed and delivered this Service
Agreement as of the day and year first above written.
CENTRAL FINANCIAL SERVICES, INC.
By: /s/ Xxxx X. Xxxxx
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Its: President
HERITAGE BANK, F.S.B
By: /s/ Xxxxx X. Xxxxx
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Its: President
WITNESS:
Dee Xxx Xxxxxx
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