Exhibit 99(c)
DATA PROCESSING SERVICE AND
CLEARING AGENCY AGREEMENT
This Agreement is made this 2nd day of November, 1995,
between United National Bank (hereinafter the "Bank"), having its
principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇, and HUB Financial Services, Inc.
(hereinafter "HFSI"), having its principal place of business at
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, the Bank is a national bank, and desires to obtain
data processing and check-clearing services, and,
WHEREAS, HFSI is a New Jersey corporation capable of
providing the desired services,
NOW THEREFORE, it is hereby agreed:
I. SCOPE OF SERVICES
A) DATA PROCESSING
1. HFSI agrees to provide overnight data processing
services on the D-3000 system for all deposit accounts, loan
records, mortgage records, general ledger accounts, standard
collection screens, and CIF.
All work will be processed in the order in which it is
received on a first-come, first-serve basis. The services
to be provided shall include:
* Encoding of foreign items to be included in the
outgoing cash letter.
* Updating of individual account records.
* Computer imaging of all items processed to be
retained on behalf of the Bank for the time period
required by state and federal regulation.
* Production of daily reports to be delivered to the
Bank not later than 10:00 a.m. on each day except
Saturday, Sunday, or a legal holiday.
* Access to account information via CRTs, with cost
of CRTs to be borne by the Bank.
* Interface to D-3000 general ledger.
* Other reports to be generated for each record type
on a mutually-agreed basis.
* Periodic statements to be generated for each
account requiring a statement.
* Calculate interest.
* Tax year IRS reporting.
2. The Bank agrees to deliver all work to HFSI's Data
Processing Center located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇, periodically throughout each work day in the
following manner:
* To the maximum extent practical, in batches not to
exceed 100 items, unless a single deposit exceeds
100 items.
* In accordance with instructions received from
HFSI.
B) CHECK CLEARING
1. HFSI agrees to act as an agent and attorney-
in-fact for the Bank and provide inclearing and
outgoing services:
* Endorse all items as Bank of First Deposit in the
name of the Bank.
* Batch and prepare daily cash letters.
* Present all checks for clearing through East
▇▇▇▇▇▇▇▇▇▇ Operations Center ("EROC") of Federal
Reserve Bank, or other expedited method.
* Notify depository banks of outgoing returns over
$2,500, expeditiously in accordance with
Regulation CC.
* Receive from the Bank notification of returns
received by the Bank and follow instructions of
the Bank with regard to such returns.
* Notify bank of first deposit promptly of all
outgoing return items over $2,500.
* Handle all return items in accordance with
instructions from the Bank.
* Comply with Regulation CC for timeliness of check
processing.
* Exception item processing as instructed by Bank.
* Process electronic funds transfers as requested
pursuant to the Bank's instructions.
* Produce imaged items for each checking account
statement.
* Provide Imaged statements.
2. The Bank hereby appoints HFSI as its agent and
attorney-in-fact for purposes of performing check clearing
functions, and agrees with HFSI to:
* Deliver as soon as possible all daily work to
HFSI's Transit Area and in any event not later
than 6:30 p.m. local time on each work day.
* Notify HFSI of any changes in the Bank's policy on
Funds Availability.
* Give timely instruction to HFSI with regard to
return items, such instruction shall not be later
than 12:00 Noon of the day in which the item must
be processed.
* The Bank shall be responsible for promptly
reviewing reports on unapplied items and research
them for prompt disposition by the Bank.
C) Other Reports and Services may be provided as
mutually agreed.
II. PROGRAMMING CHANGES
"Custom" programming services will not be provided by HFSI,
other than custom changes already utilized by the Bank or future
custom changes agreed to by HFSI. The Bank represents that it
has reviewed the programs to be provided by HFSI and has
determined them to be sufficient for the Bank's purposes.
The Bank may revise the products and services offered, the
method of operations and documentation used. HFSI will use "best
efforts" to make enhancements necessary to comply promptly within
existing program parameters.
HFSI will use its best efforts (i) to comply with mandatory
Federal and New Jersey law and regulations and (ii) make required
enhancements or program changes in a timely manner to conform to
Federal or state law or regulation, at no cost to the Bank.
III. FEES
A) Conversion Fees. The Bank agrees to pay HFSI a
conversion fee of $0. This conversion fee shall
include the cost of conversion consultants and the cost
of converting existing records to HFSI's data
processing system.
B) Data Processing Fees. The Bank agrees to pay for
the services hereunder in accordance with the fees on
Schedule "A" attached hereto and any changes which may
be made to Schedule A and are in effect from time to
time.
HFSI shall have the right to change the fees
charged on Schedule A at any time with the prior
written consent of the Bank and shall have the right to
change the fees charged on Schedule A at least once
each calendar year without the consent of the Bank.
HFSI agrees to notify the Bank of any fee changes at
least 30 days prior to the effective date of the
change, unless the changes shall be as mutually agreed
in writing. Any change in Schedule A shall be applied
to both ▇▇▇▇▇▇ United Bank and United National Bank.
C) Other Costs To Be Paid By the Bank
1. The Bank agrees to pay for the cost of CRT's,
modems, printers, telephone line charges, ATM's, data
lines, and any other cost associated with direct access
to computer records.
2. The Bank agrees to pay for any envelopes, forms or
other stationery items to be specifically imprinted to
identify the Bank. Such items shall be ordered by HFSI.
3. HFSI agrees to mail all customer statements,
correspondence and reports, but the Bank shall pay the cost
of postage.
4. Micro fiche will be provided to the Bank, and the
Bank agrees to pay all costs incurred in processing the
micro fiche.
5. The Bank agrees to pay for transportation, delivery
or mailing of reports, records and other materials provided
under this Agreement.
D) Costs To Be Borne By HFSI. HFSI shall provide, at no
additional cost, any stock paper, IRS forms, or other
stationery items not identifying the Bank specifically.
IV. CONFIDENTIALITY OF DATA
Both parties acknowledge that in connection with the
performing of its duties hereunder, it may be provided with, or
have access to, written information and data which is proprietary
to the other. Both parties agree to keep all such information
and data confidential, and shall not disclose anything, in whole
or in part, to any third party without the other party's prior
written consent, except, however, that HFSI may disclose
materials to a third party who is assisting HFSI with computer
programs or other work to be conducted under this Agreement,
provided HFSI takes reasonable steps to protect the
confidentiality of such data and information.
V. DUTY OF CARE
HFSI shall perform all services hereunder as it would for
its own accounts. Any failures by the Bank or HFSI to perform on
time will be reviewed periodically by the parties.
VI. TERM
This Agreement shall remain in full force and effect for a
period of five years from the date hereof (the "Term"). The Term
shall be automatically extended for an additional one year, each
year on the anniversary date hereof (so that the Term always
remains five years in length from the annual anniversary date)
unless written notification by either party to the other of its
intent not to renew, is given prior to the anniversary date.
This Agreement may be terminated upon the mutual written
consent of the parties.
Upon termination in accordance with the terms of this
Agreement, HFSI agrees to cooperate with the Bank in delivering
records in accordance with the Bank's instructions. HFSI shall
not be responsible for conversion of records to any other format,
nor shall HFSI be responsible for the creation of new records not
normally produced for the Bank.
VII. EARLY TERMINATION; BREACH
A) During the Term of this Agreement, HFSI shall be the
exclusive data processing agent for the Bank for the work
set forth in Section I(A)1 of this Agreement.
B) Notwithstanding the provisions hereof regarding the
Term, the Bank may terminate this Agreement prior to the end
of Term upon compliance with the following provisions:
(i) Prior to a Change of Control of the parent
company of the Bank (as the term Change of Control is
defined in the Stock Purchase and Stockholders
Agreement among HFSI, HUBCO, Inc., ▇▇▇▇▇▇ United Bank,
United National Bancorp and United National Bank (the
"Stock Purchase Agreement")), the Bank may terminate
this Agreement on and after December 31, 1997 if (i)
after December 31, 1997 the Bank gives HFSI 12 months
prior written notice of the termination date, and (ii)
within three months of giving a termination notice, the
Bank agrees to pay and on the termination date does pay
to HFSI a termination fee equal to the average fees
paid (or payable, if not paid) by the Bank during the
six calendar months preceding the notice of
termination, and (iii) the parent company of the Bank
offers to sell (with a closing date on or before the
termination date) the shares of HFSI owned by it in
accordance with Section 7.04 of the Stock Purchase
Agreement.
(ii) After a Change of Control of the parent
company of the Bank (as the term Change of Control is
defined in the Stock Purchase Agreement), the Bank may
terminate this Agreement at any time if (i) the Bank
gives HFSI 12 months prior written notice of the
termination date, (ii) within three months of giving a
termination notice, the Bank agrees in writing to pay
and on the termination date does pay to HFSI a
termination fee equal to six times the average monthly
fees paid (or payable, if not paid) by the Bank to HFSI
for servicing by HFSI hereunder during the six calendar
months preceding the notice of termination, and (iii)
the parent company of the Bank offers to sell (with a
closing date on or before the termination date) the
shares of HFSI owned by it in accordance with Section
7.04 of the Stock Purchase Agreement.
C) After a Change of Control, the Bank may terminate this
Agreement only due to a material and persistent failure to
perform by HFSI, which conduct represents a gross departure
from the prior performance of HFSI hereunder, after prior
written notice of the failure to HFSI and a reasonable
opportunity for HFSI to cure such failure and then only if
the failure was not caused by the Bank or its parent or any
change in their conduct or needs. Prior to a Change of
Control, the Bank may terminate this Agreement only due to a
material and persistent failure to perform by HFSI after
prior written notice of the failure to HFSI and a reasonable
opportunity for HFSI to cure such failure. If this
Agreement is terminated by the Bank, or breached by the Bank
so as to constitute a termination prior to the end of Term,
except in accordance with the express provisions of
paragraphs (B) or (C) of Article VII, then the Bank shall be
obligated to pay HFSI (i) all of the fees it would have paid
to HFSI during the remainder of the Term (using as a measure
thereof, the average monthly fees paid by the Bank through
the termination date or date of breach) plus (ii) all of the
costs and expenses of HFSI in recovering such amounts,
including but not limited to, the legal fees and expenses
incurred by HFSI in seeking advice about and bringing any
legal action to enforce HFSI's rights hereunder.
VIII. INDEPENDENT CONTRACTOR
It is specifically agreed by the parties that the
relationship of HFSI to the Bank is that of an Independent
Contractor.
IX. NON-ASSIGNABILITY
This Agreement may not be assigned without the prior written
consent of the other party; provided, however, that a merger or
consolidation of the Bank shall not be deemed a transfer.
X. FORCE MAJEURE
Neither party shall be responsible for delays or failure in
performance resulting from acts beyond its control. Such acts
shall include, but not be limited to, Acts of God, strikes,
lockouts, riots, Acts of War, governmental regulation, fire,
earthquakes, or other disasters.
XI. HOURS OF OPERATION
HFSI will operate its data center for processing of work
during the following hours:
Continuous: 7:00 a.m. Monday to 8:00 a.m. Saturday
Other time, including holidays: On call by beeper for
emergency purposes.
HFSI reserves the right to close the center on legal
holidays.
XII. NOTICES
Any notices required hereunder shall be sent by certified
mail, return receipt requested, and shall be sent to the
following addresses until either party notifies the other, in
writing, of a Change in Notice address:
If to the Bank:
United National Bank
▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Chief Accounting Officer
If to HFSI:
HUB Financial Services, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
XIII. ENTIRE AGREEMENT
This Agreement and the attachments hereto constitute the
complete terms and conditions between the Bank and HFSI covering
performance hereunder.
Any modifications, supplements or terminations may be made
only by a written instrument executed by both parties.
This Agreement shall be governed by and construed in
accordance with the laws of the State of New Jersey and the
United States of America, as applicable.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the date first appearing above.
ATTEST: UNITED NATIONAL BANK
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
ATTEST: HUB FINANCIAL SERVICES, INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇. ▇▇▇▇ VAN BORKULO-▇▇▇▇▇
-------------------------- -----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇. ▇▇▇▇ Van Borkulo-▇▇▇▇▇
Secretary