Services Agreement - PNC Bank Corp. and BlackRock Inc.
SERVICES AGREEMENT
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THIS SERVICES AGREEMENT ("Agreement") is made as of ________, 1999 by and
between PNC Bank Corp. ("Service Provider") and BlackRock, Inc. ("BlackRock").
BACKGROUND
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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
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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
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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
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other terms related to the Services, are set forth on the Schedules hereto.
3. Cooperation. Each party shall observe the normal security and other
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operational procedures in place at the other party's offices.
4. Audits and Regulators. In connection with the Services, in recognition of
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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
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to applicable law and privileges, upon the prior and reasonable request by
a party for specific and identified
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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
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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
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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
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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
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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.
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10. Confidentiality. The following categories of information shall be
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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
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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,
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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
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term of this Agreement shall commence on the date first set forth above and
terminate, with respect to
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each of the Services, on the date set forth on the Schedules hereto.
14. Upon Nonrenewal or Termination. Upon nonrenewal or termination of this
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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
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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
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counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
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17. No Waiver. No term or provision hereof shall be deemed waived and no
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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
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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
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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
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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
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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
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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.
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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:___________________________
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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.
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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:
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Cost per Unit
Service Type Unit of Measure Of Measure
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Employee Relations Headcount at month end $ 16.49
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Payroll Headcount at month end $ 11.08
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Benefits Planning & Technology Headcount at month end $ 11.58
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Human Resources Call Center Headcount at month end $ 2.53
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Corporate Compensation Headcount at month end $ 2.48
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Corporate Employment Headcount at month end $ 8.18
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Benefits Administration Full time equivalent employees (FTE's) $ 7.94
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PNC 101 New hires $ 359.89
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Employment Staffing New hires $3227.70
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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.
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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:
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Type of Attorney Hourly Rate
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Senior Attorneys $175.00
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Attorneys $128.82
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Paralegals $ 60.00
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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.
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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:
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Cost per Unit
Service Type Unit of Measure of Measure
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MIS
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MIS Hours Per MIS hour $ 54.00
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Advanced Technology Prorated based on above MIS hours $ 8.50
billed
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Computer Usage
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Mainframe CPU (Batch; TSO) Per CPU second $ 0.056
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Mainframe CICS CPU Per CICS CPU second $ 0.083
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Production Batch Jobs Per scheduled job $ 0.49
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Mainframe DASD Storage Per megabytes of storage $ 0.004
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Mainframe Tape Storage Per megabytes of storage $ 0.03
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Midrange Tape Per megabytes of storage $ 0.05
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Database Support Hours Per hour $ 57.89
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Transmission Support Hours Per hour $ 47.81
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Network Services
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Voice Communications Per phone line per month $ 8.27
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Voice Mail Per mailbox per month $ 7.82
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Audio Bridge Per port usage $ 3.85
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Data Network Access and Usage Location and headcount Various
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Network Consulting Per hour $ 59.48
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Technology Support Per hour $ 47.71
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Network Installation and Charge Per hour $ 31.05
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Application Server Connectivity Per server port connection $248.86
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External Connection NW Access Per external connections $552.25
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Internet/Intranet Web Hosting Per web site Various
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Remote LAN Access Per RLA logon ID's $ 5.02
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Mainframe Dialup - Rlink Access Per Rlink logon ID's $ 10.63
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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.
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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:
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Cost per Unit
Service Type Unit of Measure of Measure
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Internal Communications Full time equivalent employees per month $7.03
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Press Release Hourly charge of Service Provider To be determined
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Other Public Relations Hourly charge of Service Provider plus To be determined
Third Party charge
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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.
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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:
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Cost per Unit
Service Type Unit of Measure of Measure
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General Accounting General ledger account $ 1.87
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Reconcilement Oversight General ledger account $ 0.26
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Financial Accounting System General ledger account $ 0.71
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Funds Control Average float per $000 $ 0.06
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Accounts Payable Accounts payable transaction $ 3.96
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Sales and Use Tax Accounts payable transaction $ 0.34
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Finance Technology Hourly rate for finance/technology $75.00
staff
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Management Accounting System Internal management reporting record $ 0.14
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Financial Analysis Full time employees $ 0.67
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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
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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.
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