Exhibit 10.5
SYNOPSIS OF COMPUTER SERVICE CONTRACT
Agreement dated December 12, 1996 (The Agreement) between FISERV SOLUTIONS,
INC. a Wisconsin corporation d/b/a as Fiserv CIR ("Fiserv") and First
National Bancorp, Inc. a bank holding company. ("Client").
Fiserv and Client hereby agree as follows:
1. TERM: The initial term of this Agreement shall be five (5) years and,
unless written notice of non-renewal is provided by either party at
least 180 days prior to expiration of the initial term or any renewal
term, this Agreement shall automatically renew for a renewal term of
one (1) year. This Agreement shall commence on the earliest day the
Fiserv Services are first used by Client.
2. SERVICES: Fiserv, itself and through its affiliates, agrees to provide
Client, and client agrees to obtain from Fiserv the services and
products in the Exhibits listed below:
Exhibit A - Account Processing Services
Exhibit E - Equipment
Exhibit F - Software Products
The Exhibits set forth specific terms and conditions applicable to the
Service and/or Products and where applicable, the Fiserv affiliate
performing the Services and/or Products.
(a) Conversion Services: Fiserv will convert existing applicable
Client data files to the Fiserv Services.
(b) Training Services: Fiserv shall provide training, training
aids, user manuals, and other documentation for Client's use as
Fiserv, deems necessary to enable Client personnel to become
familiar with Fiserv Services.
(c) Network Support Services: At Clients request, Fiserv shall
provide Network support Services consisting of communication
line monitoring and diagnostic equipment and support personnel
to discover, diagnose and report line problems to the
appropriate telephone company.
3. FEES FOR FISERV SERVICES: General: Client agrees to pay Fiserv the fees
for the Fiserv Services specified in the Exhibits. Fees for Fiserv
Services may be increased from time to time as set forth in the
applicable Exhibit. The estimated monthly fee is $85,943.
(a) Additional Charges: Fees for pass through expenses such as
telephone, microfiche, courier, and other charges incurred by
Fiserv for goods and services obtained by Fiserv on the Client's
behalf shall be billed to Client at cost plus the applicable
Fiserv service fee.
(b) Payment Terms: Fees for Fiserv Services are due and payable
monthly upon receipt of invoice. Such invoice will contain:
i) Estimated fees for the following month services
ii) Estimated out of pocket charges for the following month
payable by Fiserv for the Client.
iii) Estimated sales or other taxes thereon.
4. TERMINATION: Either party may terminate this Agreement in the event of
a material breach by the other party not cured within ninety (90)
days-following written notice stating, with reasonable detail the
nature of the claimed breach. If arbitration is required to solve any
disputes between parties, the proceedings to resolve the disputes will
be held in the State of Illinois.
