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EXHIBIT 99.5
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is
made and entered into this 18th day of September, 1997, by and between FIRST
CITIZENS BANC CORP, an Ohio corporation ("First Citizens"), and THE FARMERS
STATE BANK, an Ohio bank located in New Washington, Ohio ("Farmers").
R E C I T A L S
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In connection with the transactions contemplated by that
certain Agreement and Plan of Reorganization dated July 3, 1997 (the
"Reorganization Agreement" and the "Reorganization") by and between First
Citizens and Farmers and as an inducement for the parties to perform thereunder
and to consummate the Reorganization, it was determined that First Citizens
would provide certain advisory and administrative services for Farmers. This
Agreement memorializes such pre-existing agreement with respect to the rendering
of such services and the anticipated range of services to be provided by First
Citizens.
1. RETENTION OF FIRST CITIZENS. Farmers hereby retains First
Citizens to provide certain administrative, operational, and other support
services to Farmers (as enumerated more fully below and collectively referred to
herein as the "Services") and First Citizens hereby agrees to provide, or cause
to be provided, such Services on the terms set forth in this Agreement.
2. RANGE OF SERVICES TO BE PROVIDED. The Services to be
provided to Farmers shall include assistance in the following areas of Farmers'
business, all as more particularly identified by the parties from time to time:
(a) Loan administration and processing;
(b) Review of the process employed in the portfolio
analysis and investment management;
(c) Operational matters;
(d) Review of appraisal process and procedures;
(e) Review of data processing for banking applications;
(f) Compliance matters arising out of requirements,
reports and examinations by regulators of Farmers'
business; and
(g) Other administrative and support services as may be
mutually agreed upon from time to time.
It is understood and agreed that the specific Services to be
provided hereunder shall be approved in advance by Farmers' Board of Directors.
It is also understood and agreed that such Services to be provided by First
Citizens are advisory only, and any actions taken by Farmers in implementing any
recommendations made will be taken by Farmers only upon specific authority
granted, or actions taken, by Farmers' Board of Directors.
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3. INDEPENDENT CONTRACTOR; USE OF FIRST CITIZENS PERSONNEL. It
is understood and agreed that First Citizens shall be rendering the Services to
Farmers as an independent contractor and that none of its directors, officers or
employees shall be deemed or construed to be an employee of Farmers. This
Agreement does not constitute or involve a joint venture, a partnership or a
profit-sharing arrangement between the parties hereto. All personnel used in
rendering the Services shall be employed by and compensated by First Citizens.
4. EQUIPMENT. First Citizens will provide, or contract for,
all the equipment necessary to perform the Services under this Agreement.
5. COMPENSATION. Farmers shall pay to First Citizens, as and
for the Services to be rendered hereunder, the sum of $1,739.40 per week during
the term of this Agreement.
6. TERM AND TERMINATION. The term of this Agreement shall
extend from the date hereof until the earlier of (1) the consummation of the
Reorganization, or (ii) the termination of the Reorganization Agreement, at
which time this Agreement shall terminate automatically without any action
required by either of the parties and shall have no further force or effect.
7. LIABILITY. Subject to the provisions of Section 10(d)
hereof, First Citizens shall be liable to Farmers for, and shall defend,
indemnify and hold Farmers harmless from and against any loss or liability
caused by First Citizens' negligence or failure to comply with its respective
obligations hereunder. Farmers shall be liable to First Citizens and shall
defend, indemnify and hold First citizens harmless from and against any loss or
liability caused by Farmers' negligence or failure to comply with its
obligations hereunder.
8. CONFIDENTIALITY. First Citizens understands that in the
performance of the Services under this Agreement, it must conduct its activities
in a manner designated to protect information of a proprietary nature and
information regarding Farmers', business, from improper use or disclosure.
9. DESIGNATION OF LIAISON. First Citizens and Farmers will
each designate a liaison for the purposes of facilitating the rendering of the
Services contemplated by this Agreement.
10. EFFECT OF TERMINATION. Within thirty (30) days after
termination of this Agreement, First Citizens shall turn over to Farmers all
funds, books and records which are the property of Farmers. Termination of this
Agreement shall not affect the claims of any of the parties for obligations
accruing, or alleged defaults occurring, prior to termination.
11. MISCELLANEOUS.
(a) COMPLETE AGREEMENT. This document contains the entire
agreement between the parties and memorializes and
supersedes any prior discussions, negotiations,
representations or agreements between them relating
to the matters described herein. No additions or
other changes to
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this Agreement shall be made or be binding on a party
unless made in writing and signed by each party to
this Agreement.
(b) ASSIGNMENT; SUCCESSOR. This Agreement shall not be
assignable by either of the parties hereto. This
Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each party
to this Agreement.
(c) NOTICES. All statements, notices and other
communications to be given under this Agreement will
be in writing and will be deemed to have been duly
given when delivered in person or via facsimile or
mail by registered or certified mail, return receipt
requested, to the address set forth below.
Xxxxx Xxxxxx, President
First Citizens Banc Corp
000 X. Xxxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Xxxxxxx X. Xxxxx, President
Farmers State Bank
000 X. Xxxxxx Xxxxxx
Xxx Xxxxxxxxxx, Xxxx 00000-0000
(d) CONSEQUENTIAL DAMAGES. Notwithstanding any provision
of this Agreement to the contrary, First Citizens
shall not, under any circumstances, be responsible or
liable to Farmers, for any consequential damages
(including, but not limited to, loss of customers,
deposits, income, profits, attorneys' fees, etc.)
(e) GOVERNING LAW. This Agreement shall be deemed to be
an agreement made under the laws of the State of
Ohio, and for all purposes shall be construed and
enforced in accordance with and governed by the laws
of the State of Ohio.
(f) COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which shall be deemed
an original, but all of which together shall
constitute one and the same instrument.
(g) WAIVERS. The failure of a party to exercise any of
its rights under this agreement on one occasion shall
not waive such party's right to exercise the exercise
on another occasion.
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IN WITNESS WHEREOF, the parties, by their duly authorized
officers, have executed this Agreement as of the date first above written.
FIRST CITIZENS BANC CORP
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, President
THE FARMERS STATE BANK
By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
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