Contract 10: 0000000300000000000003414

MEMORANDUM OF AGREEMENT Between

The University of Iowa Iowa City, Iowa

and

Hills Bank And Trust Company Hills, lA

Version: 0.00 Amendment: 0

THIS MEMORANDUM OF AGREEMENT (hereinafter "Agreement") is made and entered into on December 22, 2011 by and between The University of Iowa, Iowa City, Iowa; (hereinafter "University") and Hills Bank And Trust Company, 131 Main St. Hills, lA, 52235-0160 (hereinafter "Firm").

RECITALS

WHEREAS, it is the desire of the University to enter into an Agreement with Hills Bank And Trust Company to provide The University of Iowa with services as outlined in this agreement. and

WHEREAS, the Firm desires to provide, ATMs, Branch Bank, 10 Card Pro to the University in accordance with the terms and conditions as ouUined in RFP 14570, and

THEREFORE, In consideration of the promises ~nd the mutual covenants contained therein, the Parties agree as follows:

Unless specifically altered herein, all specifications, requirements, and terms and conditions of RFP # 14570, and the Firm's responses thereto, form the basis for and are hereby incorporated into this agreement.

TERM

This Agreement shall begin on or about January 1, 2012 and remain in effect for 5 year(s) (for a total of 60 months), through and including December 31, 2016 unless earlier terminated.

Thereafter, the Agreement may be extended for 5 additional 12 month period(s), each upon the written mutual consent of the parties, for a potential 1 0 year Agreement. These requests to extend the agreement must be exercised at least 120 days prior to the expiration date of the agreement.

The University may terminate the Agreement any time within the first 60 days of the initial contract or any and all extension periods, should the University determine the Firm's performance is or becomes unsatisfactory in the sole opinion of the University, then the contract may be terminated.

DESCRIPTION OF SERVICES OR PRODUCTS

Automatic Teller Machines, Branch Financial Services, and ID Card Financial Related Services

THE FIRM AGREES TO

1. Provide a single point managerial-level contact for the University to coordinate all requirements; to be the point of contact for any problemslquestions that may arise; meet periodically with University personnel; research information; and deliver special reports as needed or directed by

Page 1 of5

Contrect/0: 0000000300000000000003414 Version: 0.00 Amendment: 0

the University related to Automatic Teller Machines, Branch Financial Services, and ID Card Financial Related Services.

Finns Single Point Contact Person: Name: Ken Hinrichs Title: Vice President, E-Banking Services Address: 131 Main Street

Hills, lA 52235 Email: Kenneth_Hinrichs@hillsbank.com Phone: 319-679-2291

2. Comply with all applicable Federal and State laws.

3. To possess and maintain all applicable licenses necessary to conduct business in the State of Iowa.

4. Shall submit invoices to:

The University of Iowa Accounts Payable Department

202 PCO Iowa City, Iowa 52242-2500

5. Invoices must include the appropriate University purchase order on the face of each Invoice submitted for payment.

6. Firm is an independent Firm and shall not be considered the agent or employee of the University.

SERVICES PROVIDED AND FEE STRUCTURE

Automatic Teller Machines

Firm shall provide ATMs at the following locations:

1. Burge Residence Hall 2. Hillcrest Residence Hall 3. Mayflower Residence Hall 4. Quadrangle Residence Hall 5. Iowa Memorial Union (Student Union) 6. Pappajohn Business Building 7. Main Ubrary 8. University of Iowa Hospitals & Clinics- Main Entrance 9. University of Iowa Hospitals & Clinics - South Lobby 10. University of Iowa Hospitals & Clinics- Boyd Tower 11. University of Iowa Hospitals & Clinics - Pappajohn Entrance 12. University of Iowa Hospitals & Clinics- Pomerantz Family Pavilion 13. Medical Education Research Facility 14. Carver Hawkeye Arena 15. Kinnick Football Stadium #1 16. Kinnick Football Stadium #2 17. Kinnick Football Stadium #3 18. College of Dentistry 19. College of Law 20. University Services Building

Page 2 of5

Contract ID: 0000000300000000000003414

21. Campus Recreation & Wellness Center 22. Flnkbine Golf Course

Version: 0.00 Amendment: 0

Each of the ATMs listed above will assess a $0.00 surcharge for all customers with the exception of Carver Hawkeye Arena and Kinnick Stadium. Carver Hawkeye Arena and Kinnick Stadium will assess a $1 .50 surcharge to non-Hills Bank customers, unless amended by mutual written agreement.

Branch Financial Services The Firm will operate an on-campus branch location at the University of Iowa Hospitals and Clinics and at the Iowa Memorial Union. Separate leases will be negotiated independent of this Agreement. The Firm agrees to fulfill all responsibilities of said leases. The Firm must obtain prior approval from the Iowa Division of Banking and the FDIC before executing real estate leases or establishing branch offices. Firm will promptly seek these approvals.

The Firm shall occupy the current temporary location at the Iowa Memorial Union first floor for approximately three years, and then shall relocate to the ground floor when space of approximately 1200 square feet becomes available. This location is subject to the flood recovery plans currently in process for the ground floor of the Iowa Memorial Union. The University will be responsible for the build-out (walls, ceiling, lighting, flooring, and casework) of the space to the condition prior to the flood. The Firm will be given the opportunity to select finishes for the space under the guidance of the University, to ensure compliance with federal recovery funding.

ID Card Financial Related Services The Firm shall provide ATM PIN-based functionality with the University ID Card. If mutually agreed to by the Firm and the University, this shall include the possibility of expanding to signature-based debit functionality at the option of the cardholder. The Firm shall assist the University in obtaining an liN from the American National Standards Institute (ANS~) which will be used to identify the University of Iowa as the card issuer. The Firm shall also provide the University with track 2 encoding specifications to assist the University in transitioning, if desired, to· a single magnetic stripe which can be used on-campus as well as with ATM and PIN-based debit transactions. The Firm acknowledges that the Iowa One® Card and the Ul Health Care Badge are the property of the University and as such the appearance of these cards will be determined jointly by the University and the University of Iowa Hospitals and Clinics. All marketing and campus promotions will be submitted to the University for approval.

Financial Considerations

Guaranteed Payments Year1 Year2 Year3 Year4 YearS Totals Signing Bonus $125,000 $ - $ - $ - $ - $126,000 Guaranteed Annual Royalty $50,000 $50,000 $50,000 $50,000 $50,000 $250 000 Branch Rent -IMU and UIHC $100,520 $100,520 $137,520 $137,520 $137,520 $613,600 Card Stock Contribution $50,000 $ - $ - $ - $ - $50,000

Totals $325 520 $150 520 $187,520 $187 520 $187,520 $1,038 600

The Firm will also create a special incentive plan that will provide revenues to the University based upon card transactions, or "swipe fees." The swipe fees shall be as follows:

• Swipe fees, calculated at the rate of 35% of total interchange income, that exceed $50,000 annually will be paid in addition to the $50,000 annual guaranteed royalty payment.

• 7% additional interchange income will be paid to campus student organizations.

-·-

Page 3 of5

Conuact/D: 0000000300000000000003414 Version: 0.00 Amendment: 0

This Agreement including incorporated addenda shall constitute the entire agreement between the Parties and shall supersede all previous agreements, written or oral. No modification of waiver of any provision shall be valid unless in writing and signed by the Parties.

In the event any portion of this Agreement Is found to be Invalid or unenforceable for any reason, the remainder of the Agreement shall remain intact. That portion deemed invalid shall be amended in writing to the minimum extent necessary to be considered valid and enforceable.

The Firm may not assign this Agreement without prior written consent of the University. The Parties agree that the term assigned includes acquisition of the Firm by another party. Firm agrees to provide the University with written notice of any assignment a minimum of thirty (30) business days prior to date of such evenl

This Agreement shall be governed by the laws of the State of Iowa and applicable Federal law.

The University's failure to enforce provisions of this Agreement in whole or In part will not negate the Agreement or the enforcement of provisions at a future time.

The Parties are acting herein as independent Firms. Nothing herein contained shall create or be construed as creating a partnership, joint venture or Firm relationship betwee'n any of the Parties and no Party shall have the authority to bind the other Party in any respect.

Page 4 of5

Contract ID: 0000000300000000000003414 Version: 0.00 Amendment: 0

Having read and understood this Memorandum of Agreement in witness thereof, the Parties have hereunto signed this Agreement.

THE UNIVERSITY OF IOWA Purchasing Department 202 PCO Iowa City, lA 52242-2500

Debby Zumbach

Director of Purchasing

T itle

12/28/11

Date

Hills Bank And Trust Company 131 Main St Box 160 Hills, lA 52235·0160

FIRM

~tJ:ctm~~' .~ Signature

I d.- :;1.3- II

Date

Page 5 of5