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									                                    CONTRACT RENEWAL
Date of Renewal:              December 15, 2008

Contract Number:              30831

Procurement Officer:          Chris Howe, Director
Telephone:                    785-296-2374
E-Mail Address:               chris.howe@da.state.ks.us
Web Address:                  http://da.state.ks.us/purch/

Item:                         Banking Services – FHSU BankCard
Agency:                       Fort Hays State University
Location(s):                  Hays, KS 67601

Period of Contract:           April 1, 2004 through April 30, 2011

Contractor:                   Commerce Bank N.A.
                              811 Main
                              Kansas City, MO 64105
                              E-Mail: don.becker@commercebank.com
                              Toll Free: 800-892-7100 ext. 28178
                              Telephone: 816-760-8178
                              Fax: 816-234-1773
                              FEIN: 48-0216490
                              Contact Person: Don Becker

Political Subdivisions:       This pricing is not available to Political Subdivisions of the State of Kansas.

Procurement Cards:            Agencies may not use State of Kansas Business Procurement Card for purchases
                              from this contract.

Administrative Fee:           No Administrative Fee will be assessed against purchases from this contract.

This Contract shall cover the procurement of Student Banking Services as a function of the FHSU ID Card,
hereafter referred to as “Tiger Card”, for Fort Hays State University, Hays, Kansas, during the contract period
referenced above.

Additional Services / Considerations for 2009-2011 Renewal Period

       Commerce Bank and Fort Hays State University shall work together to explore adding an RFID function to
        the existing Tiger Card.

       Commerce Bank shall provide $25,000 to assist FHSU with this technological enhancement, other card stock
        expenses, and other FHSU costs related to the program.

       Commerce Bank and FHSU shall work together in advocating FHSU as a potential pilot agency for the VISA
        Mobile Payments program.
                                                                                                Contract Number 30831
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Term: The term of the agreement shall be from April 1, 2004 through April 30, 2011.

Contract Reference Number: The above-number has been assigned to this Contract and MUST be shown on
all correspondence or other documents associated with this Contract and MUST be referred to in all verbal
communications.

Contract Documents: In the event of a conflict in terms of language among the documents, the following order
of precedence shall govern:

1.      Form DA-146a;
2.      written modifications to the executed contract;
3.      written contract signed by the parties;
4.      the Original Request for Proposal #30831, including any and all addenda; and
5.      contractor's written proposal submitted in response to the Original Request for Proposal #30831.

Federal, State and Local Taxes-Governmental Entity: Prices include all applicable federal, state and local
taxes. The Contractor shall pay all taxes lawfully imposed on it with respect to any product or service delivered in
accordance with this Contract. The State of Kansas is exempt from state sales or use taxes and federal
excise taxes for direct purchases. These taxes shall not be included in the Contractor's prices.

Debarment of State Contractors. Any Contractor who defaults on delivery as defined in this Contract may, be
barred (a) After reasonable notice to the person involved and reasonable opportunity for that person to be heard,
the secretary of administration, after consultation with the contracting agency and the attorney general, shall have
authority to debar a person for cause from consideration for award of contracts. The debarment shall not be for a
period exceeding three years. The secretary, after consultation with the contracting agency and the attorney
general, shall have authority to suspend a person from consideration for award of contracts if there is probable
cause to believe that the person has engaged in any activity which might lead to debarment. The suspension shall
not be for a period exceeding three months unless an indictment has been issued for an offense which would be a
cause for debarment under subsection (b), in which case the suspension shall, at the request of the attorney
general, remain in effect until after the trial of the suspended person.

Insurance: The State shall not be required to purchase any insurance against loss or damage to any personal
property nor shall the State establish a "self-insurance" fund to protect against any loss or damage. Subject to
the provisions of the Kansas Tort Claims Act, the Contractor shall bear the risk of any loss or damage to any
personal property.

Termination for Cause: Either party may terminate this Contract for cause under any one of the following
circumstances:

1.      The Contractor fails to make delivery of goods or services as specified in this contract; or

2.     Either party fails to perform any material provision of this Contract or so fails to make progress as to
endanger performance of this contract in accordance with its terms.

The party seeking to terminate the Contract shall give the other party a written notice of the conditions
endangering performance, and the party receiving said notice shall have thirty (30) days (or such longer period as
may be authorized in writing) after its receipt of said notice to remedy such failure. If the failure is not remedied
by the defaulting party within the time period provided above, the non-defaulting party may terminate this contract
by giving the defaulting party written notice. Receipt of notice shall be presumed to have occurred within three (3)
business days of the date of the notice. If the breach is remedied by the defaulting party within the time period
provided above, then this Contract shall continue as though no such notice had been given.
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Notices: All notices, demands, requests, approvals, reports, instructions, consents or other communications
(collectively "notices") which may be required or desired to be given by either party to the other shall be IN
WRITING and addressed as follows:

For the State of Kansas:
Mr. Chris Howe, CPPB
Kansas Division of Purchases
900 SW Jackson St, Room 102N
Topeka, KS 66612-1286

For the Contractor:
Carl Bradbury, Debit Product Manager
Commerce Bank
811 Main St
Kansas City, MO 64199

Rights and Remedies: If this contract is terminated, the State, in addition to any other rights provided for in this
contract, may require the Contractor to transfer title and deliver to the State in the manner and to the extent
directed, any completed materials. The State shall be obligated only for those services and materials rendered
and accepted prior to the date of termination.

If it is determined, after notice of termination for cause, that Contractor's failure was due to causes beyond the
control of the Contractor, the termination shall be a termination for convenience.

In the event of termination, the Contractor shall receive payment pro rated for that portion of the contract period
services were provided to and/or goods were accepted by State subject to any offset by State for actual damages
including loss of federal matching funds.

The rights and remedies of the State provided for in this contract shall not be exclusive and are in addition to any
other rights and remedies provided by law.

In no event shall either party be liable for special or consequential damages arising from the performance or
nonperformance of services hereunder or failure to comply with any terms of the Contract.

Force Majeure: The Contractor shall not be held liable if the failure to perform under this contract arises out of
causes beyond the control of the Contractor. Causes may include, but are not limited to, acts of nature, fires,
tornadoes, quarantine, strikes other than by Contractor's employees, and freight embargoes, etc.

Waiver: Waiver of any breach of any provision in this contract shall not be a waiver of any prior or subsequent
breach. Any waiver shall be in writing and any forbearance or indulgence in any other form or manner by State
shall not constitute a waiver.

Ownership: All data, forms, procedures, software, manuals, system descriptions and work flows developed or
accumulated by the Contractor under this contract shall be owned by the using agency. The Contractor may not
release any materials without the written approval of the using agency.

The foregoing notwithstanding, neither party shall obtain any license, right to copy, right to purchase or use, or
other rights in and to any of the other party’s trade secrets and confidential and / or proprietary property of any
nature whatsoever used in connection with the FHSU Student Banking Services program beyond the use
contemplated during the term of the Contract.

Independent Contractor: Both parties, in the performance of this contract, shall be acting in their individual
capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or
agents of one party shall not be construed to be the employees or agents of the other party for any purpose
whatsoever.
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The Contractor accepts full responsibility for payment of unemployment insurance, workers compensation and
social security as well as all income tax deductions and any other taxes or payroll deductions required by law for
its employees engaged in work authorized by this contract.

Staff Qualifications: The Contractor shall warrant that all persons assigned by it to the performance of this
contract shall be employees of the Contractor (or specified Subcontractor) and shall be fully qualified to perform
the work required.

Failure of the Contractor to provide qualified staffing at the level required by the proposal specifications may result
in termination of this contract and/or damages.

Conflict of Interest: The Contractor shall not knowingly employ, during the period of this contract or any
extensions to it, any professional personnel who are also in the employ of the State and who are providing
services involving this contract or services similar in nature to the scope of this contract to the State.
Furthermore, the Contractor shall not knowingly employ, during the period of this contract or any extensions to it,
any state employee who has participated in the making of this contract until at least two years after his/her
termination of employment with the State.

Confidentiality: The Contractor may have access to private or confidential data maintained by State to the
extent necessary to carry out its responsibilities under this contract. Contractor must comply with all the
requirements of the Kansas Open Records Act in providing services under this contract. Contractor shall accept
full responsibility for providing adequate supervision and training to its agents and employees to ensure
compliance with the Act. No private or confidential data collected, maintained or used in the course of
performance of this contract shall be disseminated by either party except as authorized by statute, either during
the period of the contract or thereafter. Contractor must agree to return any or all data furnished by the State
promptly at the request of State in whatever form it is maintained by contractor. On the termination of expiration
of this contract, contractor will not use any of such data or any material derived from the data for any purpose
and, where so instructed by State, will destroy or render it unreadable.

Commerce Bank shall be entitled to conclusively rely upon and use any and all information, data and instructions,
including, but not limited to, University’s or State’s memoranda, data entry instructions or computer field
instructions, at any time submitted to Commerce Bank by the University or the State and Commerce Bank shall
have no responsibility or liability whatsoever for the accuracy or inaccuracy of such information, data, and
instructions or for whether or not such information, data, instructions comply with applicable federal and state laws
and regulations.

Commerce Bank (and its affiliates) will not use any list of students, faculty or employees for purposes of selling its
services or offering services for sale unless Commerce Bank has obtained such information from other public or
commercial sources. The restrictions on marketing contained in this paragraph do not apply to marketing
activities directed to students, faculty or employees who maintain a FHSU Card Account or otherwise are current
customers of Commerce Bank or its affiliates.

Reviews and Hearings: The Contractor agrees to advise the Director of Purchases of all complaints of
recipients made known to the Contractor and refer all appeals or fair hearing requests to the Director of
Purchases. The State has the discretion to require the Contractor to participate in any review, appeal, fair hearing
or litigation involving issues related to this contract.

Nondiscrimination and Workplace Safety: The Contractor agrees to abide by all federal, state and local laws,
rules and regulations prohibiting discrimination in employment and controlling workplace safety. Any violations of
applicable laws, rules and regulations may result in termination of this contract.

Environmental Protection: The Contractor shall abide by all federal, state and local laws, rules and regulations
regarding the protection of the environment. The Contractor shall report any violations to the applicable
governmental agency. A violation of applicable laws, rule or regulations may result in termination of this contract.
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Hold Harmless: The Contractor shall indemnify the State against any and all claims for injury to or death of any
persons; for loss or damage to any property; and for infringement of any copyright or patent occurring in
connection with or in any way incidental to or arising out of the occupancy, use, service, operations or
performance of work under this contract.

The State shall not be precluded from receiving the benefits of any insurance the Contractor may carry which
provides for indemnification for any loss or damage to property in the Contractor's custody and control, where
such loss or destruction is to state property. The Contractor shall do nothing to prejudice the State's right to
recover against third parties for any loss, destruction or damage to State property.

Care of State Property: The Contractor shall be responsible for the proper care and custody of any state-owned
personal tangible property and real property furnished for Contractor's use in connection with the performance of
this contract, and Contractor will reimburse State for such property's loss or damage caused by Contractor,
normal wear and tear excepted.

Prohibition of Gratuities: Neither the Contractor nor any person, firm or corporation employed by the Contractor
in the performance of this contract shall offer or give any gift, money or anything of value or any promise for future
reward or compensation to any State employee at any time.

Retention of Records: Unless the State specifies in writing a shorter period of time, the Contractor agrees to
preserve and make available all of its books, documents, papers, records and other evidence involving
transactions related to this contract for a period of five (5) years from the date of the expiration or termination of
this contract.

Matters involving litigation shall be kept for one (1) year following the termination of litigation, including all
appeals, if the litigation exceeds five (5) years.

The Contractor agrees that authorized federal and state representatives, including but not limited to, personnel of
the using agency; independent auditors acting on behalf of state and/or federal agencies shall have access to and
the right to examine records during the contract period and during the five (5) year post-contract period. Delivery
of and access to the records shall be at no cost to the state.

Federal, State and Local Taxes Contractor: The State makes no representation as to the exemption from
liability of any tax imposed by any governmental entity on the Contractor.

Antitrust: If the Contractor elects not to proceed, the Contractor assigns to the State all rights to and interests in
any cause of action it has or may acquire under the anti-trust laws of the United States and the State of Kansas
relating to the particular products or services purchased or acquired by the State pursuant to this contract.

Modification: This contract shall be modified only by the written agreement of the parties with the approval of the
PNC. No alteration or variation of the terms and conditions of the contract shall be valid unless made in writing
and signed by the parties. Every amendment shall specify the date on which its provisions shall be effective.

Assignment: The Contractor shall not assign, convey, encumber, or otherwise transfer its rights or duties under
this contract without the prior written consent of the State; provided, however, that Contractor may assign this
contract to any acquirer of all or substantially all of Contractor’s assets or to an entity that is controlled by, or
under common control with Contractor, without the prior consent of the State.

This contract may terminate in the event of its assignment, conveyance, encumbrance or other transfer by the
Contractor without the prior written consent of the State.

Third Party Beneficiaries: This contract shall not be construed as providing an enforceable right to any third
party.

Captions: The captions or headings in this contract are for reference only and do not define, describe, extend, or
limit the scope or intent of this contract.
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Severability: If any provision of this contract is determined by a court of competent jurisdiction to be invalid or
unenforceable to any extent, the remainder of this contract shall not be affected and each provision of this
contract shall be enforced to the fullest extent permitted by law.

Governing Law: This contract shall be governed by the laws of the State of Kansas and shall be deemed
executed at Hays, Ellis County, Kansas.

Jurisdiction: The parties shall bring any and all legal proceedings arising hereunder in the State of Kansas,
District Court of Ellis County. The United States District Court for the State of Kansas sitting in Hays, Ellis
County, Kansas, shall be the venue for any federal action or proceeding arising hereunder in which the State is a
party. This paragraph shall not be interpreted as a waiver of the state’s sovereign immunity from suit in Federal
Courts granted by the Eleventh Amendment to the United States Constitution.

Mandatory Provisions: The provisions found in Contractual Provisions Attachment (DA-146a) are incorporated
by reference and made a part of this contract.

Integration: This contract, in its final composite form, shall represent the entire agreement between the parties
and shall supersede all prior negotiations, representations or agreements, either written or oral, between the
parties relating to the subject matter hereof. This contract between the parties shall be independent of and have
no effect on any other contracts of either party.

Injunctions: Should Kansas be prevented or enjoined from proceeding with the acquisition before or after
contract execution by reason of any litigation or other reason beyond the control of the State, Contractor shall not
be entitled to make or assert claim for damage by reason of said delay.

Acceptance: No contract provision or use of items by the State shall constitute acceptance or relieve the
Contractor of liability in respect to any expressed or implied warranties.

Breach: Waiver or any breach of any contract term or condition shall not be deemed a waiver of any prior or
subsequent breach. No contract term or condition shall be held to be waived, modified, or deleted except by a
written instrument signed by the parties thereto.

If any contract term or condition or application thereof to any person(s) or circumstances is held invalid, such
invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term,
condition or application To this end the contract terms and conditions are severable.

Equipment: All offered equipment, equipment options, and hardware expansions must be identified by
manufacturer and model number and descriptive literature of such equipment must be submitted with the bid.

Default on Delivery: Any Contractor who defaults on delivery as defined in this Contract may, be barred from
bidding on any subsequent Contract for a period to be determined.

Indefinite Quantity Contract: This Contract is for an open-ended contract between a vendor and the State to
furnish an undetermined quantity of a good or service in a given period of time.

Insurance and Indemnification: The Contractor will be required to procure and maintain at contractor’s
expense, during the period of agreement, the insurance described in the following subparagraphs. Insurance
must be with a company or companies qualified to do business in Kansas, acceptable to the STATE and FHSU
and written on the standard approved comprehensive General Liability Policy form. The CONTRACTOR must
furnish a certificate showing that such insurance is in effect prior to the signing of contract award. A renewal
certificate shall be filed annually thereafter for the duration of the contract. This certificate shall be submitted to
the Administration and Finance Office of the University.

All liability insurance policies will name FHSU as additional insured with respect to claims, demands, suits,
judgments, costs, charges, and expenses arising out of, or in connection with, any loss, damage, or injury
resulting from the negligence or other fault of the CONTRACTOR, its agent, representatives, and employees.
The CONTRACTOR must furnish certificates of insurance to the STATE and FHSU in the following minimum
limits prior to execution of an exclusive agreement:
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   Comprehensive General Liability Insurance: With limits not less than $1 million for each occurrence
    involving bodily injury and property damage, a general aggregate of $1 million and products-completed
    operation aggregate of $ 1 million. Commercial General Liability will include the following coverage: premises
    operations broad form property damage, completed operations, independent contractors, and contractual and
    products liability;
   Comprehensive Automobile Liability Insurance: This insurance, in an amount not less than $1million for
    bodily injury and property damage combined will cover all owned, non-owned or hired vehicles
   Worker’s Compensation Insurance as required by Kansas statute;
   Employer’s Liability Insurance in not less than $100,000 bodily injury by accident, each accident; $500,000
    bodily injury by disease, policy limit; $100,000 bodily injury by disease, each employee;
   Property Damage Insurance in an amount of not less than $3 million to cover all sums, which the Contractor
    will legally be liable to pay be reason of liability for damages to or destruction of FHSU’s property, including
    the loss of use thereof;
   Employees Dishonesty Bond to be blanket bond with minimum limits of $1 million per loss.

The CONTRACTOR shall indemnify the STATE and FHSU against any and all claims for injury to or death of any
person; for loss or damage to any property; and for infringement of any copyright or patent occurring in
connection with or in any way incidental to or arising out of the occupancy, use, service, operations or
performance of work under this contract.

The STATE and FHSU shall not be precluded from receiving the benefits of any insurance the CONTRACTOR
may carry which provides for indemnification for any loss or damage to property in the CONTRACTOR’S custody
and control, where such loss or destruction is to FHSU property. The CONTRACTOR shall do nothing to
prejudice the State and FHSU’s right to recover against third parties for any loss, destruction or damage to
STATE or FHSU property.

Equal Opportunity: In the course of its pursuit of the partnership, the CONTRACTOR is to comply with all
existing federal, state and local laws prohibiting discrimination.

Sexual Harassment: Federal law and the policies of the STATE and FHSU prohibit sexual harassment of
individuals in the FHSU community. Contractors, subcontractors, and suppliers for this project are required to
exercise control over their employees to prohibit acts of sexual harassment.

Smoking Policy: Smoking is a potential public health and fire hazard. It is restricted to prevent infringements
upon others and to create and maintain an environment that is in the best interest of the safety, health, and well
being of all the users of the STATE and FHSU buildings. Smoking is not permitted in any laboratory, elevator,
library, indoor theater, art gallery, concert hall, sports arena or other locations where no smoking signs are
posted. The CONTRACTOR is expected to respect this smoking policy and fully comply with it.

Drug Free Workplace: The CONTRACTOR agrees that in the performance of this contract, no employee of the
CONTRACTOR shall engage in the unlawful manufacture, distribution, dispensing, possession, or use of a
controlled substance in conducting any activity covered by this contract. The STATE and FHSU reserves the
right to request a copy of the Contractors Drug Free Workplace Policy. The CONTRACTOR further agrees to
insert a provision similar to this statement in all subcontracts for services required.
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Required Features & Services
The Tiger Card will continue to function as a private label debit card within the debit product portfolio of
Commerce Bank. The Tiger Card will continue to be linked to a free FDIC-insured demand deposit bank account
(DDA) which requires no deposit to open and requires no minimum balance to be maintained. The availability of
deposits will remain unchanged from the existing contract.

Commerce Bank will continue to market the Tiger Card's debit function to area merchants and cardholders.
Currently, the Tiger Card is accepted at 54 Hays locations and thousands of merchants participating in the
STARSM point-of-sale network nationally. Beginning May 1, 2004, the STAR will be replaced with the PLUS
network system. Other features of the account include:

   No fees per check written
   No monthly charges or maintenance fees

                                                          R
    Universal ATM access via the STARSM and CIRRUS networks.
         (Effective May 1, 2004, STAR and CIRRUS will be replaced with the PLUS and Interlink networks.)
   PIN Point-of-Sale debit transactions with no processing fees
   24-hour account access and customer service
   Telephone account inquiry and access
   Free Internet Account access
   Toll-free customer service line
   Direct Deposit of student financial aid via Tiger Card processing
   Direct Deposit of on and off-campus student payroll
   Monthly statement of account activity
   ACH and wire transfer capabilities

See Attachment B for a complete Tiger Checking fee schedule.

Implementation
Commerce Bank will require no modifications to existing Tiger Card functions or production. Commerce Bank will
continue to administer the Tiger Checking bank account and operate its branch facility on campus.

   No modification of existing card stock will be required.
   No purchase of new card stock will be required.
   No re-carding will be necessary.
   No modification of card production or encoding will be required.
   Commerce Bank is the only bidding candidate to offer “Day One” focus on students’ banking needs with no
        interruption or disruption of banking services to students.
   No redevelopment of informational marketing materials will be required.

Equipment & Support
Commerce Bank will continue to assist the University in the operation of the Tiger Card program. This assistance
will be in the form of program revenue and includes an initial assistance payment within 30 days of contract
inception. Commerce will also provide a share of debit card earnings and will pay branch lease payments.
Branch lease payments will be made monthly to the Memorial Union and shared earnings will be paid on a
quarterly basis to the Memorial Union. Information regarding this assistance is itemized in Attachment A.

Commerce Bank will continue to utilize Tranz 330 and 380X2 terminals and Verifone 250 printers to process Tiger
Card transactions. Commerce Bank will provide this equipment at no cost for use in existing University merchant
locations. Equipment for additional University locations will be provided at no cost. Commerce reserves the right
to assess equipment lease charges to independent contractors and other merchant locations on campus not
owned by the University. Commerce Bank will continue to work closely with potential and current merchants
regarding use of customized software and PC-based processing options.
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Merchant Support
Commerce Bank will continue to offer Tiger Card merchants access to our in-house merchant support center.
This group offers merchant assistance and troubleshooting of processing and terminal problems.

Commerce Bank shall provide a Tiger Card Account Representative who will be responsible for the sales,
installation and support of Tiger Card merchants. The representative will also assist with Commerce Bank's
overall marketing and University special events. The representative will make regular monthly visits to the Fort
Hays State campus and to Hays area merchants.

Authorization of Transactions
All Tiger Card merchant transactions will continue to be based upon merchant receiving authorization of sufficient
funds for completion of the transaction. The University has no liability for unauthorized transactions, except in the
case of fraudulent activity performed by a University employee or agent. The University will not be held
responsible for checks written or ATM withdrawals by cardholders with insufficient funds.

Lost or Stolen Cards/Emergency Notification
In the event a Tiger Card is lost or stolen, the cardholder can contact any Commerce Bank during normal
business hours. In addition, Commerce Bank provides a toll-free, 24-hour account information line for service to
cardholders. Once a Tiger Card has been reported lost or stolen, a hold is placed on the cardholder's Tiger
Checking account so that no bank-held funds are available for unauthorized use. The University is not liable for
any bank-related financial transactions resulting from usage of lost/stolen cards other than fraudulent use by
University employees or agents. Liability regarding lost/stolen card usage is the responsibility of the merchant
who is to verify the photo and obtain an authorization for Tiger Card purchases of goods and services.

Merchant Discount Rates
Commerce Bank will continue to assess fair, reasonable and equitable merchant discount rates to retail
establishments that accept the Tiger Card. Commerce Bank reserves the right to establish all merchant discount
rates.

Merchant Fees for On-Campus Locations
Commerce Bank will not assess merchant discount rates or other fees for Tiger Card transactions to those
campus departments currently at a zero discount rate for Tiger Card acceptance. Commerce Bank reserves the
right to assess merchant discount rates for Tiger Card transactions to independent contractors and other
merchant locations on campus not owned by the University.

Branch Facility
In March 2004 Commerce Bank operated four (4) branch facilities in the city of Hays, including three (3) off-
campus locations and one (1) on the campus of the Fort Hays State University. Commerce Bank will continue to
operate a full-service banking branch on campus. This branch will continue to offer immediate assistance to
Commerce Bank student, faculty and staff account holders Monday through Friday. Some services provided by
this branch include but are not limited to:

       Service and handling of Tiger Card accounts
       Account balance and transaction inquiries
       Changing or updating Tiger Card account information
       Blocking lost/stolen Tiger Card account access
       Assisting with PIN selection and encoding
       Merchant assistance
       All types of teller transactions
       Student loan applications and other financial services

Commerce Bank will continue to absorb all costs associated with support of the on-campus branch. Commerce
Bank shall pay the Memorial Union rent in the amount of $9.50 per square foot for combined branch and ATM
locations. The rent includes the University providing janitorial and utility costs for the rented area. Rent shall be
payable to the Memorial Union at the beginning of each contract year. The length of this lease will coincide with
the terms of the Tiger Card contract.
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Commerce anticipates the potential relocation of its branch due to renovations of the Memorial Union. Monthly
branch lease payments will be calculated at $9.50 per square foot. The Memorial Union will provide a finished
branch facility. Commerce Bank will provide and retain ownership of all interior furnishings and equipment.

ATM
Commerce Bank will continue to provide Tiger Cardholders the ability to withdraw cash and make deposits at
ATMs.

Number of ATMs and locations
Commerce Bank supports its own ATM network of over 355 ATMs throughout Kansas, Missouri and Illinois. This
includes three (3) off-campus ATMs in the city of Hays and one (1) on the campus of Fort Hays State University.
Commerce Bank is a member of the STAR, CIRRUS, Visa and MasterCard ATM networks and supports an
entirely automated settlement of all ATM transactions. Tiger Cards will continue to be included in the STAR and
CIRRUS ATM networks until May 1, 2004, in which STAR and CIRRUS systems will be replaced by the PLUS
and Interlink systems.

Commerce Bank currently maintains an ATM location on campus and will continue to maintain this ATM location.

In addition, the University would like to add one (1) additional ATM in McMindes Hall on the University campus.
The location and addition of an ATM will be agreed upon by Commerce Bank and Fort Hays State University.

A comprehensive ATM lease agreement will be completed in conjunction with this proposed contract; however,
the following ATM logistics and specifications will apply:

The University will:
 provide facilities where ATMs will be installed
 cover charges incurred for telephone lines servicing the ATMs
 cover the cost of maintaining common areas abutting the location of the ATMs
 provide electricity and lighting for the use and operation of the ATMs
 provide electricity and lighting for the ATMs’ signage

Commerce Bank will:
 cover reasonable expenses related to the preparation of the facilities for installation of the ATMs
 cover costs associated with the ATMs containment
 cover the cost of servicing, maintaining, repairing, replacement, relocation or removal of the ATMs
 cover the cost of electricity and lighting for ATM use and operation
 cover the cost of electricity and lighting for ATM signage
 cover the cost of any government tax, levy or licensing fee associated with the installation and operation of
   the ATMs

New ATM Functions
As of March 2004, Commerce Bank had completed a comprehensive upgrade of our entire ATM system. This
upgrade provides additional reliability and convenience for our customers and allows for greater flexibility in
developing future ATM functions. Some key benefits provided by this upgrade include:

   The ability to link multiple debit cards to a single eligible account
   On-line detailed transaction tracking and reporting
   Added flexibility for setting spending limits for ATM and POS transactions
   The ability for customers to assign names to their accounts using the ATM

Liability for fraudulent use or overdrafts
The University will have no liability for fraudulent use or overdrafts resulting from the Tiger Card or Tiger bank
accounts for ATM transactions in any ATM network, other than fraudulent use by University employees or agents.
                                                                                              Contract Number 30831
                                                                                                           Page 11

Marketing
Commerce Bank maintains an in-house creative services department to facilitate marketing items. In addition,
Commerce Bank maintains relationships with numerous professional advertising agencies to produce and
implement creative and strategic marketing plans. Commerce Bank also may periodically utilize student creative
talent to develop and/or implement some on-campus marketing.

Commerce Bank will continue to actively market the Tiger Card through print and other media. Commerce Bank
will continue to refine and produce an informational interactive CD ROM. Some other forms of marketing will
include, but are not limited to:

   Print ads and color brochures outlining card functions for banking and campus usage
   Customized coupon flyers and print ads featuring participating merchant offers
   General information brochures
   Merchant flyers, window stickers, counter cards and brochures
   Customized statement messages
   Participation in and sponsorship of selected university events and on-campus venues
   Participation in orientation events for new students, faculty and staff

As always, new marketing strategies will also be explored, which may include expanded use of the interactive CD
ROM, as well as web-based marketing. These marketing strategies may be discussed during further
negotiations.

The minimum marketing budget commitment for the 5 (five) year contract period will be $125,000. All marketing
expenditures will be at the discretion of Commerce Bank. See Attachment A for details on this marketing
commitment.

Educational Workshops
Commerce Bank will work closely with Fort Hays State University in providing educational workshops for
University students on such topics as budgeting, checkbook balancing, financial responsibility, and wise use of
credit.

Batch Reports
Commerce Bank will continue to provide monthly summary reporting to the University regarding the number of
accounts, ATM and purchasing activity as well a monthly revenue summary. All other requests for reporting will
be subject to approval by Commerce Bank's legal and compliance departments and are subject to federal and
state banking regulations.

Products & Services
Commerce Bank will provide the University a portion of the revenue generated by Tiger Card and Visa debit card
transactions. A complete remuneration schedule is included in Attachment A.

Commerce Bank also offers a Benefits Banking package to the Faculty and Staff of Fort Hays State University
and its affiliated agencies. The Benefits Banking packages are designed for the employees of Commerce Bank’s
major business partners and they provide a wide range of banking benefits.

Memorial Union Renovations
(From 2004) Plans are in place for a multi-million dollar renovation for the existing Memorial Union. There is a
possibility of moving the bank operations to the first floor. Agreement will be reached between the University and
Commerce Bank in the location and design.
                                                                                              Contract Number 30831
                                                                                                           Page 12

                                               ATTACHMENT A

                                       Income and Expense Settlement

Commerce Bank will provide the following remuneration and expense settlement arrangement and benefits.

1. The University will be paid $20,000 within 30 days of contract finalization which will be payable to the
   Memorial Union.
2. The University will be paid a share of earnings equal to 10 percent of the merchant discount fees collected by
   Commerce Bank for Tiger Card transactions. A minimum of $1,000 per year in Tiger Card shared earnings is
   guaranteed.
3. The University will be paid .05% (interchange) of offline spending volume (signature-based transactions
   completed at Visa® merchant locations) from all Commerce Bank debit products. (Visa Check Card, Gold
   and Platinum Visa Check Card and Business Visa Check Card). Income will be paid for all of the above
   products sold and maintained at the FHSU branch location throughout the contract term, including products
   sold prior to this agreement. Increases or decreases in Visa’s stated interchange rates will result in
   proportionate increases or decreases in the shared earnings paid to the University. A minimum of $2,000 per
   year in shared earnings revenue is guaranteed, regardless of Visa-mandated interchange rates.
4. The University will not incur expenses related to the Tiger Card, Tiger Checking Account or any bank product.
5. The existing earnings deficit, ($206,317.80 as of April 30, 2004) will be absorbed by Commerce Bank and the
   University will not accrue a negative earnings deficit.
6. The Memorial Union will be paid $9.50 per square foot for leased space within the Memorial Union. Lease
   payments will be made monthly to the Memorial Union.
7. Shared earnings will be paid to the Memorial Union on a quarterly basis and will be calculated according to
   the schedule below.

                            University Remuneration Schedule

       Equipment & Maintenance Payment               $ 20,000
       Shared Earnings from Regular Merchant         10%
       Discount income- Tiger Card                   $1,000/yr Minimum Payment
       (generally off campus)                        $5,000 (5 years)

      Shared Earnings from Visa Debit Products       .05% Visa debit cards sold at FHSU
      (% of signature-based volume)                  branch
                                                     .05% Benefits Banking Visa debit cards
                                                     sold at any branch
                                                     $2,000/yr Minimum Payment
                                                     $10,000 (5 years)
       Marketing Commitment                          $125,000 (5 years)
       Rent                                          $9.50 per square foot



                           Fort Hays State University Processing Fees
                                            Tiger Card
                          Description                      Cost Per Item
              Accounts on File                                 None
              Point-of-Sale On-Us Transactions                 None
              Foreign ATM Authorizations                       None
              Point-of-Sale Authorizations                     None
              Voice Authorizations                             None
              Lost/Stolen Processing                           None
              Print Statements                                 None
              Postage                                          None
                                                                                            Contract Number 30831
                                                                                                         Page 13



                                                   ATTACHMENT B

The following is a detailed breakdown of fees associated with the Tiger Checking Account.

                                  FEE SCHEDULE
                             TIGER CHECKING ACCOUNT
                Minimum Deposit to Open                  None
                Monthly Service Fees                     None
                Check Writing*                           No Charge

                Commerce Network                         No Charge
                ATM Withdrawals
                Commerce Network                         No Charge
                ATM Inquiries and Transfers
                Foreign ATM Withdrawals and              $1.25
                Inquiries
                Point-of-Sale Debit Card Transactions    No Charge

                Pre-Authorized ACH Transfers from        No Charge
                Parent/guardian or other Account
                Statements                               No Charge
                Check Safekeeping                        Required

                Overdraft Fees
                Non-sufficient Funds Check Returned      $29.00
                Non-sufficient Funds Check Paid          $29.00
                Returned Deposited Item                  $3.00

                Stop Payment                             $20.00

                24-Hour Account Information Line         No Charge

                PC Internet Account Access               No Charge

                Overdraft Protection                     Optional
                                                         See Branch for Fees
                                                                                                                          Contract Number 30831
                                                                                                                                       Page 14

State of Kansas
Department of Administration
DA-146a (Rev. 1-01)
                             CONTRACTUAL PROVISIONS ATTACHMENT
Important:   This form contains mandatory contract provisions and must be attached to or incorporated in all copies of any contractual
             agreement. If it is attached to the vendor/contractor's standard contract form, then that form must be altered to contain the
             following provision:

             "The Provisions found in Contractual Provisions Attachment (Form DA-146a, Rev. 1-01), which is attached hereto, are hereby
             incorporated in this contract and made a part thereof."

             The parties agree that the following provisions are hereby incorporated into the contract to which it is attached and made a part
             thereof, said contract being the 1st day of April, 2004.

1.   Terms Herein Controlling Provisions: It is expressly agreed that the terms of each and every provision in this attachment shall prevail
     and control over the terms of any other conflicting provision in any other document relating to and a part of the contract in which this
     attachment is incorporated.

2.   Agreement With Kansas Law: All contractual agreements shall be subject to, governed by, and construed according to the laws of the
     State of Kansas.

3.   Termination Due To Lack Of Funding Appropriation: If, in the judgment of the Director of Accounts and Reports, Department of
     Administration, sufficient funds are not appropriated to continue the function performed in this agreement and for the payment of the
     charges hereunder, State may terminate this agreement at the end of its current fiscal year. State agrees to give written notice of
     termination to contractor at least 30 days prior to the end of its current fiscal year, and shall give such notice for a greater period prior to
     the end of such fiscal year as may be provided in this contract, except that such notice shall not be required prior to 90 days before the
     end of such fiscal year. Contractor shall have the right, at the end of such fiscal year, to take possession of any equipment provided
     State under the contract. State will pay to the contractor all regular contractual payments incurred through the end of such fiscal year,
     plus contractual charges incidental to the return of any such equipment. Upon termination of the agreement by State, title to any such
     equipment shall revert to contractor at the end of State's current fiscal year. The termination of the contract pursuant to this paragraph
     shall not cause any penalty to be charged to the agency or the contractor.

4.   Disclaimer Of Liability: Neither the State of Kansas nor any agency thereof shall hold harmless or indemnify any contractor beyond
     that liability incurred under the Kansas Tort Claims Act (K.S.A. 75-6101 et seq.).

5.   Anti-Discrimination Clause: The contractor agrees: (a) to comply with the Kansas Act Against Discrimination (K.S.A. 44-1001 et seq.)
     and the Kansas Age Discrimination in Employment Act (K.S.A. 44-1111 et seq.) and the applicable provisions of the Americans With
     Disabilities Act (42 U.S.C. 12101 et seq.) (ADA) and to not discriminate against any person because of race, religion, color, sex,
     disability, national origin or ancestry, or age in the admission or access to, or treatment or employment in, its programs or activities; (b) to
     include in all solicitations or advertisements for employees, the phrase "equal opportunity employer"; (c) to comply with the reporting
     requirements set out at K.S.A. 44-1031 and K.S.A. 44-1116; (d) to include those provisions in every subcontract or purchase order so
     that they are binding upon such subcontractor or vendor; (e) that a failure to comply with the reporting requirements of (c) above or if the
     contractor is found guilty of any violation of such acts by the Kansas Human Rights Commission, such violation shall constitute a breach
     of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting state agency or the
     Kansas Department of Administration; (f) if it is determined that the contractor has violated applicable provisions of ADA, such violation
     shall constitute a breach of contract and the contract may be cancelled, terminated or suspended, in whole or in part, by the contracting
     state agency or the Kansas Department of Administration.

     Parties to this contract understand that the provisions of this paragraph number 5 (with the exception of those provisions relating to the
     ADA) are not applicable to a contractor who employs fewer than four employees during the term of such contract or whose contracts with
     the contracting state agency cumulatively total $5,000 or less during the fiscal year of such agency.

6.   Acceptance Of Contract: This contract shall not be considered accepted, approved or otherwise effective until the statutorily required
     approvals and certifications have been given.
7.   Arbitration, Damages, Warranties: Notwithstanding any language to the contrary, no interpretation shall be allowed to find the State or
     any agency thereof has agreed to binding arbitration, or the payment of damages or penalties upon the occurrence of a contingency.
     Further, the State of Kansas shall not agree to pay attorney fees and late payment charges beyond those available under the Kansas
     Prompt Payment Act (K.S.A. 75-6403), and no provision will be given effect which attempts to exclude, modify, disclaim or otherwise
     attempt to limit implied warranties of merchantability and fitness for a particular purpose.

8.   Representative's Authority To Contract: By signing this contract, the representative of the contractor thereby represents that such
     person is duly authorized by the contractor to execute this contract on behalf of the contractor and that the contractor agrees to be bound
     by the provisions thereof.

9.   Responsibility For Taxes: The State of Kansas shall not be responsible for, nor indemnify a contractor for, any federal, state or local
     taxes which may be imposed or levied upon the subject matter of this contract.

10. Insurance: The State of Kansas shall not be required to purchase, any insurance against loss or damage to any personal property to
    which this contract relates, nor shall this contract require the State to establish a "self-insurance" fund to protect against any such loss or
    damage. Subject to the provisions of the Kansas Tort Claims Act (K.S.A. 75-6101 et seq.), the vendor or lessor shall bear the risk of any
    loss or damage to any personal property in which vendor or lessor holds title.

11. Information: No provision of this contract shall be construed as limiting the Legislative Division of Post Audit from having
    access to information pursuant to K.S.A. 46-1101 et seq.

12. The Eleventh Amendment: "The Eleventh Amendment is an inherent and incumbent protection with the State of Kansas and need not
    be reserved, but prudence requires the State to reiterate that nothing related to this contract shall be deemed a waiver of the Eleventh
    Amendment."

								
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