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Sample Business Contracts

Services Agreement - PNC Bank Corp. and BlackRock Inc.

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                              SERVICES AGREEMENT
                              ------------------


THIS SERVICES AGREEMENT ("Agreement") is made as of ________, 1999 by and
between PNC Bank Corp. ("Service Provider") and BlackRock, Inc. ("BlackRock").


                                  BACKGROUND
                                  ----------

     Service Provider currently provides to BlackRock certain services.
BlackRock has requested that Service Provider continue such services, and
Service Provider has agreed to provide such services, on the terms and
conditions set forth in this Agreement and the Schedules hereto, which are
incorporated herein by reference.

                                     TERMS
                                     -----

In consideration of the terms and conditions of this Agreement and intending to
be legally bound, Service Provider and BlackRock agree as follows:

1.   Provision of Services.  During the term of this Agreement, Service Provider
     ---------------------
     shall provide to BlackRock the services (the "Services") set forth on
     the Schedules hereto on the terms and conditions set forth in this
     Agreement.

2.   Service Charges and Other Terms.  The charges for the Services, and certain
     -------------------------------
     other terms related to the Services, are set forth on the Schedules hereto.

3.   Cooperation.  Each party shall observe the normal security and other
     -----------
     operational procedures in place at the other party's offices.

4.   Audits and Regulators.  In connection with the Services, in recognition of
     ---------------------
     the fact that both parties are subject to audits and to regulation and
     examination by governmental authorities, each party shall cooperate fully
     in all audits and regulatory examinations of the other party as may be
     reasonably requested by such other party.

5.   Provision of Corporate Records.  In connection with the Services, subject
     ------------------------------
     to applicable law and privileges, upon the prior and reasonable request by
     a party for specific and identified

                                       1
<PAGE>

     agreements, documents, books, records or files, relating to or affecting
     such party, the other party shall arrange, as soon as reasonably
     practicable following the receipt of such request, for the provision of
     appropriate copies of such records (or the originals thereof if the party
     making the request has a compelling need for such originals) in the
     possession of such other party, but only to the extent such items are not
     already in the possession of the requesting party.

6.   Access to Information.  In connection with the Services, subject to
     ---------------------
     applicable law and privileges, each of Service Provider and BlackRock
     shall afford to the other and its authorized accountants, counsel and other
     designated representatives reasonable access, upon reasonable prior notice
     during normal business hours, subject to appropriate restrictions for
     classified, privileged or confidential information, to the personnel,
     properties, books and records of such party insofar as such access is
     reasonably required by the other party.

7.   Reimbursement; Other Matters.  Except to the extent otherwise contemplated
     ----------------------------
     by any of the Schedules hereto, a party providing records or access to
     information to the other shall be entitled to receive from the recipient,
     upon the presentation of invoices therefor, payments for such amounts,
     relating to supplies, disbursements and other out-of-pocket expenses, as
     may be reasonably incurred in providing such records or access to
     information.

8.   Representations and Warranties; Standards of Care.  Service Provider
     -------------------------------------------------
     represents and warrants that the Services will be provided (a) by competent
     personnel and (b) on substantially the same basis as provided to Service
     Provider's other recipients or for Service Provider's own use.

9.   Indemnification.   Each of the Parties hereto (each an "Indemnifying
     ----------------
     Party") shall indemnify, defend, save and hold harmless the other party
     hereto, its direct and indirect subsidiaries, and each party's and its
     subsidiaries' officers, directors, employees and agents (collectively, the
     "Indemnified Parties") from and against any and all damages incurred or
     sustained by the Indemnified Parties to the extent they arise out of any
     (i) breach by the Indemnifying Party of any of its covenants, agreements or
     obligations contained in this Agreement or (ii) the Indemnifying Party's
     negligence, willful misconduct or reckless disregard of its duties
     hereunder.

          For purposes of this section, "damages" shall mean all actions, costs,
     damages, disbursements, obligations, penalties, liabilities, taxes, losses,
     charges, expenses, assessments, judgments, settlements or deficiencies of
     any nature whatsoever, whether foreseeable or unforeseeable (including,
     without limitation, any interest, penalties, reasonable investigation,
     legal, accounting and other costs and expenses incurred in the
     investigation, collection, prosecution and defense of any action, suit,
     proceeding or claim and amounts paid in settlement) that may be imposed or
     otherwise incurred or suffered by an Indemnified Party; provided, however,
     that damages shall exclude, and Service Provider shall not have liability
     to the Indemnified Parties under this Agreement for, consequential,
     special, exemplary or punitive damages.

                                       2
<PAGE>

10.  Confidentiality. The following categories of information shall be
     ---------------
     considered as confidential ("Confidential Information") under this
     Agreement: (a) all information, files and data relating to customers of
     Service Provider and BlackRock and their subsidiaries; (b) all business
     plans, studies, forecasts, analyses and similar projections relating to
     Service Provider and BlackRock and their subsidiaries; and (c) all
     other information specifically labeled in writing as "confidential."
     Confidential Information shall not include information that (x) enters the
     public domain other than by any unauthorized disclosure hereunder, (y) was
     known by a party prior to its disclosure by the other party hereunder, or
     (z) rightfully comes into the possession of a party from a third party
     under no obligation of confidence. Service Provider and BlackRock shall
     keep the Confidential Information in confidence and shall safeguard it with
     at least the same degree of diligence as it protects its own similar
     confidential information. Neither party shall, without the prior written
     consent of the other party, disclose the Confidential Information to anyone
     other than, on a need-to-know basis only, its employees, auditors, agents
     under a contractual duty of confidence with respect to the Confidential
     Information, governmental regulatory or examination authorities, or as
     otherwise required by applicable law. To the extent that a party hereto is
     compelled by judicial or administrative process to disclose such
     information under circumstances in which any evidentiary privilege may be
     available, such party agrees to assert such privilege in good faith prior
     to making such disclosure. Each of the parties hereto agrees to immediately
     consult with the other party in connection with any such judicial or
     administrative process, including, without limitation, in determining
     whether any privilege is available, and further agrees to allow each such
     relevant party and its counsel to participate in any hearing or other
     proceeding (including, without limitation, any appeal of an initial order
     to disclose) in respect of such disclosure and assertion of privilege. Each
     party agrees that a breach of these confidentiality requirements could be
     damaging, that any remedy at law is inadequate, that damages would be
     difficult to calculate and that injunctive relief against further
     disclosure is appropriate.

11.  Disaster Backup.  Service Provider shall provide, where applicable, backup
     ---------------
     or disaster recovery capability for the Services provided hereunder, or for
     any data, files or the documents or material furnished by BlackRock to
     Service Provider hereunder.

12.  Year 2000 Readiness.  Service Provider (a) has reviewed its departments,
     -------------------
     divisions, groups, business and operations, (b) has developed or is
     developing a program to remediate or replace computer applications and
     systems, and (c) has developed a testing plan to test the remediation or
     replacement of computer application and systems, in each case, to address
     on a timely basis the risk that certain computer applications and systems
     used by Service Provider may be unable to recognize and perform properly
     date sensitive functions involving dates prior to and after December 31,
     1999, including dates such as February 29, 2000 (the "Year 2000
     Challenge"). To the best of Service Provider's knowledge and belief, the
     reasonably foreseeable consequences of the Year 2000 Challenge will not
     adversely effect Service Provider's ability to perform its duties and
     obligations under this Agreement.

13.  Term; Termination.  Unless otherwise agreed in writing by the parties, the
     -----------------
     term of this Agreement shall commence on the date first set forth above and
     terminate, with respect to

                                       3
<PAGE>

     each of the Services, on the date set forth on the Schedules hereto.

14.  Upon Nonrenewal or Termination. Upon nonrenewal or termination of this
     -------------------------------
     Agreement with respect to any Services set forth on the Schedules hereto
     for any reason and subject to applicable law (including, but not limited
     to, recordkeeping requirements of BlackRock and its subsidiaries), each
     party, at the request of the other party, shall promptly either return to
     the other party all applicable Confidential Information of the other party
     then in its possession or certify in writing that all such Confidential
     Information has been destroyed. As to all other records, files, documents
     or other material belonging to one party which are in the possession of the
     other party at termination, the party holding such material shall return it
     to the other party at its request; provided the party requesting such
     return shall reimburse the returning party the reasonable out-of-pocket
     expenses, if any, incurred in implementing such return. In the alternative,
     the parties may agree upon the disposition of such material.

15.  Notices.  Any notices permitted or required by this Agreement shall, unless
     -------
     otherwise agreed, be in writing and shall be deemed effective when
     received. Effective notices may be given and delivered by mail, by
     courier service or by facsimile transmission. Notices shall be addressed as
     follows:


          if to BlackRock:

          BlackRock, Inc.
          345 Park Avenue
          New York, NY  10154
          Attn: General Counsel
          Facsimile: (212) 409-3744


          if to Service Provider:

          PNC Bank Corp
          One PNC Plaza
          249 5/th/ Avenue
          Pittsburgh, PA  15222
          Attn: General Counsel
          Facsimile: (412) 768-2875


     or to such other address as either party may by notice hereunder advise the
     other as its new address for receipt of notices.

16.  Counterparts.  This Agreement may be executed in any number of
     ------------
     counterparts, each of which shall be deemed an original but all of which
     together shall constitute one and the same instrument.

                                       4
<PAGE>

17.  No Waiver.  No term or provision hereof shall be deemed waived and no
     ---------
     breach excused, unless such waiver or consent shall be in writing and
     signed by the party claimed to have waived or consented. Any consent by
     either party to, or waiver of, a breach by the other, whether express or
     implied, shall not constitute a consent to, waiver of, or excuse of any
     other different or subsequent breach.

18.  Assignment.  Service Provider may assign its rights and delegate its duties
     ----------
     hereunder to any affiliate, provided that (a) Service Provider gives
     BlackRock thirty (30) days' prior written notice and (b) Service Provider
     and such delegate (or assignee) promptly provide such information as
     BlackRock may request, and respond to such questions as BlackRock may
     ask, relative to the delegation (or assignment), including (without
     limitation) the capabilities of the delegate (or assignee), to the
     reasonable satisfaction of BlackRock.

19.  Captions.  The captions in this Agreement are provided for convenience of
     --------
     reference only and in no way define or delimit any of the provisions hereof
     or otherwise affect their construction or effect.

20.  Governing Law.  This Agreement shall be deemed to be a contract made in
     -------------
     Delaware and governed by Delaware law, without regard to principles of
     conflicts of laws.

21.  Partial Invalidity.  If any provision of this Agreement shall be held or
     ------------------
     made invalid by a court decision, statute, rule or otherwise, the remainder
     of this Agreement shall not be affected thereby; provided, however, that if
     such provision constitutes the essence of this Agreement then this
     Agreement shall be deemed terminated without such termination constituting
     a breach hereof.

22.  Parties in Interest.  This Agreement shall be binding upon and inure to the
     -------------------
     benefit of the parties hereto and their successors and assigns. This
     Agreement is not for the benefit of any other person or entity, and there
     shall be no third party beneficiaries hereof.

                                       5
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers with the intent of being legally bound hereby.


BlackRock, Inc.


By:______________________________

Title:___________________________



PNC Bank Corp.


By:______________________________

Title:___________________________

                                       6
<PAGE>

              SCHEDULE FOR INTERNAL AUDIT AND COMPLIANCE SERVICES



Services:

BlackRock will obtain assistance from the Service Provider's internal audit
group and Ernst & Young to develop and implement an internal audit plan and
program.  BlackRock will also utilize compliance staff designated by Service
Provider for, and Service Provider agrees to provide, compliance and support
work relating to (i) bank and bank holding company regulatory matters and (ii)
PNC's Code of Ethics.  With respect to all other compliance matters,
BlackRock will have access to Service Provider's compliance and support
staff to the extent reasonably requested by BlackRock.


Service Charges:

BlackRock will pay incremental third party expenses and a pro-rata share of
Service Provider expense as agreed by the parties on an annual basis for all
internal audit and compliance services provided by Service Provider and Ernst &
Young to BlackRock pursuant to this Agreement.


Term and Termination:

From the Closing Date to the first anniversary of the Closing Date, and
thereafter from year to year, terminable by either party on sixty days notice
prior to the end of each calendar year.

                                       7
<PAGE>

                     SCHEDULE FOR HUMAN RESOURCES SERVICES



Services:

The Service Provider will process BlackRock's payroll on a bi-weekly basis.  In
connection with payroll processing, the Service Provider will produce direct
deposit payments or checks (depending on employee's preference) for all of
BlackRock's employees.  The Service Provider will file all federal, state, and
local withholding taxes as well as all other payroll related filings.  Employees
of the Service Provider will respond to all payroll related inquiries by taxing
and other authorities.  The Service Provider will, on an annual basis, prepare
and mail each employee a Form W-2.

The Service Provider administers certain health, welfare, disability, retirement
and other employee benefit programs (including COBRA administration) which
currently include all of BlackRock's employees.  The Service Provider benefit
plans will continue to include BlackRock employees.  BlackRock employees will
have access to all information and services provided by the Service Provider to
non-BlackRock employees.



Service Charges:



----------------------------------------------------------------------------------------------------------

                                                                                     Cost per Unit
Service Type                            Unit of Measure                              Of Measure
----------------------------------------------------------------------------------------------------------
                                                                               
Employee Relations                      Headcount at month end                       $  16.49
----------------------------------------------------------------------------------------------------------
Payroll                                 Headcount at month end                       $  11.08
----------------------------------------------------------------------------------------------------------
Benefits Planning & Technology          Headcount at month end                       $  11.58
----------------------------------------------------------------------------------------------------------
Human Resources Call Center             Headcount at month end                       $   2.53
----------------------------------------------------------------------------------------------------------
Corporate Compensation                  Headcount at month end                       $   2.48
----------------------------------------------------------------------------------------------------------
Corporate Employment                    Headcount at month end                       $   8.18
----------------------------------------------------------------------------------------------------------
Benefits Administration                 Full time equivalent employees (FTE's)       $   7.94
----------------------------------------------------------------------------------------------------------
PNC 101                                 New hires                                    $ 359.89
----------------------------------------------------------------------------------------------------------
Employment Staffing                     New hires                                    $3227.70
----------------------------------------------------------------------------------------------------------


Term and Termination:

From the Closing Date to the first anniversary of the Closing Date, and
thereafter from year to year, terminable by either party on sixty days' notice
prior to the end of each calendar year.  In the event of termination, all fourth
quarter payroll tax filings and calendar filings will be completed by the
Service Provider.

                                       8
<PAGE>

                          SCHEDULE FOR LEGAL SERVICES



Services:

Service provider will provide to BlackRock from time to time such legal support
services reasonably requested by BlackRock.


Service Charges:



-------------------------------------------------------------------------------
     Type of Attorney                                   Hourly Rate
-------------------------------------------------------------------------------
                                                     
     Senior Attorneys                                      $175.00
-------------------------------------------------------------------------------
     Attorneys                                             $128.82
-------------------------------------------------------------------------------
     Paralegals                                            $ 60.00
-------------------------------------------------------------------------------



Term and Termination:

From the Closing Date to the first anniversary of the Closing Date, and
thereafter from year to year, terminable by either party on sixty days' notice
prior to the end of each calendar year.

                                       9
<PAGE>

                 SCHEDULE FOR TECHNOLOGY AND NETWORK SERVICES



Services:

BlackRock will utilize certain technology resources of the Service Provider in
its business operations.  The Service Provider's hardware and software will
include, but is not limited to, main frame computers, data and voice
communications hardware and software, telephone lines and equipment and local
and wide area networking services.


Service Charges:



-------------------------------------------------------------------------------------------------------
                                                                                      Cost per Unit
Service Type                          Unit of Measure                                 of Measure
-------------------------------------------------------------------------------------------------------
                                                                                
MIS
-------------------------------------------------------------------------------------------------------
  MIS Hours                           Per MIS hour                                        $ 54.00
-------------------------------------------------------------------------------------------------------
  Advanced Technology                 Prorated based on above MIS hours                   $  8.50
                                      billed
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
Computer Usage
-------------------------------------------------------------------------------------------------------
  Mainframe CPU (Batch; TSO)          Per CPU second                                      $ 0.056
-------------------------------------------------------------------------------------------------------
  Mainframe CICS CPU                  Per CICS CPU second                                 $ 0.083
-------------------------------------------------------------------------------------------------------
  Production Batch Jobs               Per scheduled job                                   $  0.49
-------------------------------------------------------------------------------------------------------
  Mainframe DASD Storage              Per megabytes of storage                            $ 0.004
-------------------------------------------------------------------------------------------------------
  Mainframe Tape Storage              Per megabytes of storage                            $  0.03
-------------------------------------------------------------------------------------------------------
  Midrange Tape                       Per megabytes of storage                            $  0.05
-------------------------------------------------------------------------------------------------------
  Database Support Hours              Per hour                                            $ 57.89
-------------------------------------------------------------------------------------------------------
  Transmission Support Hours          Per hour                                            $ 47.81
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
Network Services
-------------------------------------------------------------------------------------------------------
  Voice Communications                Per phone line per month                            $  8.27
-------------------------------------------------------------------------------------------------------
  Voice Mail                          Per mailbox per month                               $  7.82
-------------------------------------------------------------------------------------------------------
  Audio Bridge                        Per port usage                                      $  3.85
-------------------------------------------------------------------------------------------------------
  Data Network Access and Usage       Location and headcount                              Various
-------------------------------------------------------------------------------------------------------
  Network Consulting                  Per hour                                            $ 59.48
-------------------------------------------------------------------------------------------------------
  Technology Support                  Per hour                                            $ 47.71
-------------------------------------------------------------------------------------------------------
  Network Installation and Charge     Per hour                                            $ 31.05
-------------------------------------------------------------------------------------------------------
  Application Server Connectivity     Per server port connection                          $248.86
-------------------------------------------------------------------------------------------------------
  External Connection NW Access       Per external connections                            $552.25
-------------------------------------------------------------------------------------------------------
  Internet/Intranet Web Hosting       Per web site                                        Various
-------------------------------------------------------------------------------------------------------
  Remote LAN Access                   Per RLA logon ID's                                  $  5.02
-------------------------------------------------------------------------------------------------------


                                       10
<PAGE>


                                                                                    
-------------------------------------------------------------------------------------------------------
  Mainframe Dialup - Rlink Access     Per Rlink logon ID's                                $ 10.63
-------------------------------------------------------------------------------------------------------


Term and Termination:

From the Closing Date to the first anniversary of the Closing Date, and
thereafter from year to year, terminable on sixty days' notice prior to the end
of each calendar year.

                                       11
<PAGE>

                    SCHEDULE FOR PUBLIC RELATIONS SERVICES



Services:

Service Provider will provide to BlackRock employees corporate internal
communications made to employees of PNC Bank Corp. and its affiliates, including
but not limited to PNC Bank News Online, PNC Bank News Summary, PNC Bank Insight
and PNC Bank Today video. Service Provider will review press releases to be
issued by BlackRock.

Also, Service Provider will provide other public relations services, such as
communications plans, media relations projects, executive coaching and
counseling and event support, upon request of BlackRock.


Service Charge:



------------------------------------------------------------------------------------------------
                                                                           Cost per Unit
Service Type                Unit of Measure                                of Measure
------------------------------------------------------------------------------------------------
                                                                   
Internal Communications     Full time equivalent employees per month          $7.03
------------------------------------------------------------------------------------------------
Press Release               Hourly charge of Service Provider            To be determined
------------------------------------------------------------------------------------------------
Other Public Relations      Hourly charge of Service Provider plus       To be determined
                            Third Party charge
------------------------------------------------------------------------------------------------



Term and Termination:

From the Closing Date to the first anniversary of the Closing Date, and
thereafter from year to year, terminable on sixty days' notice prior to the end
of each calendar year.

                                       12
<PAGE>

               SCHEDULE FOR GENERAL ACCOUNTING AND TAX SERVICES


Services:

General accounting, accounts payable, cost accounting, management accounting,
financial accounting, asset and liability risk management, financial analysis,
communications and corporate dues and memberships.  Preparation of all federal
and state tax filings, tax planning and research and agent/representation in
any matters related to BlackRock's tax filing subject to examination by the
Internal Revenue Service or similar state agencies.


Service Charges:



--------------------------------------------------------------------------------------------------
                                                                                Cost per Unit
 Service Type                       Unit of Measure                             of Measure
--------------------------------------------------------------------------------------------------
                                                                          
 General Accounting                 General ledger account                       $ 1.87
--------------------------------------------------------------------------------------------------
 Reconcilement Oversight            General ledger account                       $ 0.26
--------------------------------------------------------------------------------------------------
 Financial Accounting System        General ledger account                       $ 0.71
--------------------------------------------------------------------------------------------------
 Funds Control                      Average float per $000                       $ 0.06
--------------------------------------------------------------------------------------------------
 Accounts Payable                   Accounts payable transaction                 $ 3.96
--------------------------------------------------------------------------------------------------
 Sales and Use Tax                  Accounts payable transaction                 $ 0.34
--------------------------------------------------------------------------------------------------
 Finance Technology                 Hourly rate for finance/technology           $75.00
                                    staff
--------------------------------------------------------------------------------------------------
 Management Accounting System       Internal management reporting record         $ 0.14
--------------------------------------------------------------------------------------------------
 Financial Analysis                 Full time employees                          $ 0.67
--------------------------------------------------------------------------------------------------
 Asset and Liability Management     50% on net assets per thousand              30 basis points
                                    dollars per month
                                    50% on available funds per thousand         30 basis points
                                    dollars per month
--------------------------------------------------------------------------------------------------


Term and Termination:

From the Closing Date to the first anniversary of the Closing Date, and
thereafter from year to year, terminable by either party on sixty days' notice
prior to the end of each year.

                                       13