RFP Response

RFP Treasury Management and Merchant Card Services for the University of Houston System
This proposal is a marketing document containing a non-binding expression of interest for the provision of certain services and has been
prepared for the exclusive use of Marcos Pizza Franchising, LLC. Due to the confidential nature of this document, it may not be reproduced or
distributed, in whole or in part, without prior written consent of Vantiv, LLC. This document is not, and shall not be construed as a legal offer, a
binding contract or as having a binding or legal effect whatsoever notwithstanding any oral statements or written documents or materials which
Vantiv or any of its parents, affiliates or subsidiaries (collectively Vantiv) may have made and/or provided, at any time in connection with this
process. Vantiv shall not be bound to provide any services until mutually agreed to and memorialized in a written definitive agreement
document (completely separate and independent from this document and any of the other materials provided during this process) executed by
an authorized representative of both your organization and Vantiv, LLC. The terms and conditions quoted herein are current and valid for 30
days, and subject to standard due diligence. Copyright 2011 Vantiv, LLC. All rights reserved. Vantiv, the Vantiv logo, and all other Vantiv
product or service names and logos are registered trademarks or trademarks of Vantiv, LLC in the USA and other countries. indicates USA
registration.
DOCUMENT TITLE GOES HERE

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Table of Contents
Section 1: Signed and Completed Execution of Offer (see section VI) ................................................. 2
Section 2: Responses to General Questionnaire and Information Request ......................................... 7
Section 3: Exceptions to General Terms and Conditions ..................................................................... 67
Section 4: Annual Report ......................................................................................................................... 76
Section 5: Examples of Treasury Management Reports ....................................................................... 80
Section 6: Example of Merchant Credit Card Statement and Reports ................................................ 81
Section 7: Example of Pay Card Statement ............................................................................................ 82
Section 8: Additional Information to be Considered as Possible Addition to Scope of Work or Services
Performed................................................................................................................................................... 83
Section 9: Required Forms84

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Section 1: Signed and Completed Execution of Offer

SECTION VI
EXECUTION OF OFFER

THIS SHEET MUST BE COMPLETED, SIGNED, AND RETURNED WITH RESPONDENT'S
PROPOSAL. FAILURE TO SIGN AND RETURN THIS SHEET WILL RESULT IN THE
REJECTION OF YOUR PROPOSAL.

1. By signature hereon, Respondent offers and agrees to furnish the products and/or services at the prices
quoted and comply with all terms, conditions, requirements set forth per the RFP documents and
contained herein.

2. By signature hereon, Respondent affirms that he has not given, nor intends to give at any time hereafter, any
economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a
public servant in connection with the submitted proposal. Failure to sign hereon, or signing with a false
statement, shall void the submitted proposal or any resulting contracts, and the Respondent shall be
removed from all proposal lists at this Agency.

3. By signature hereon, a corporate Respondent certifies that it is not currently delinquent in the payment of any
Franchise Taxes due under Chapter 171, Texas Tax Code, or that the corporation is exempt from the
payment of such taxes, or that the corporation is an out-of-state corporation that is not subject to the
Texas Franchise Tax, whichever is applicable. A false certification shall be deemed a material breach of
contract and, at the University's option, may result in cancellation of any resulting contract or purchase
order.

4. By signature hereon, the Respondent hereby certifies that neither the Respondent nor the firm, corporation,
partnership or institution represented by the Respondent, or anyone acting for such firm, corporation, or
institution has violated the antitrust laws of this state, codified in Section 15.01, et. Seq., Texas Business
and Commerce Code, or the Federal antitrust laws, nor communicated directly or indirectly the proposal
made to any competitor or any other person engaged in such line of business.

5. By signature hereon, Respondent certifies that all statements and information prepared and submitted in
response to this solicitation are current, complete and accurate.

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6. By signature hereon, Respondent certifies that the individual signing this document and the documents made
part of the RFP is authorized to sign such documents on behalf of the company and to bind the company
under any contract, which may result from the submission of this proposal.

7. By signature hereon, Respondent certifies that if a Texas address is shown as the address of the Respondent,
Respondent qualifies as a Texas Resident Respondent as defined in Rule 1 TAC 113.6(b)(2)(E). In the
case of a tie the award will be made in accordance with Rule 1 TAC 113.6(b)(3)(4). Check below
preference claimed under Rule 1 TAC 113.6(b)(3):
() Agricultural product produced or grown in Texas
() Produced in Texas and/or offered by Texas Respondent
() Produced in USA
() No Preference claimed

8. By signature hereon, Respondent certifies it is a small business and/or a minority/female owned business as
defined by the State of Texas. Check status below:
() Small Business (House Bill 366, 64th Legislature)
() Minority/Female Owned Business (House Bill 2626, 73rd Legislature)
() Certified by Texas Department of Commerce
() Status not claimed

9. By signature hereon, Respondent certifies as follows:

Under Section 231.006, Texas Family Code, the consultant or applicant certifies that the individual or
business entity named in this contract, proposal, or application is not ineligible to receive the specified
grant, loan, or payment and acknowledges that this contract may be terminated and payment may be
withheld if this certification is inaccurate.

10. By signature hereon, Respondent certifies that no relationship, whether by relative, business associate,
capital funding agreement or by any other such kinship exist between Respondent and an employee of
any System component, or Respondent has not been an employee of any System component within the
immediate twelve (12) months prior to your RFP response. All such disclosures will be subject to
administrative review and approval prior to the University entering into any contract with Respondent.

11. By signature hereon, Respondent affirms that no compensation has been received for participation in the
preparation of the specifications for this RFP. (ref. Section 3.102, Article 601b, V.T.C.S.)

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12. Respondent represents and warrants that all articles and services quoted in response to this RFP meet or
exceed the safety standards established and promulgated under the Federal Occupational Safety and
Health Law (Public Law 91-596) and its regulations in effect or proposed as of the date of this
solicitation.

13. By signature hereon, Respondent signifies his compliance with all federal laws and regulations pertaining
to Equal Employment Opportunities and Affirmative Action.

__________________________________________________________________

Complete the following:

VIN No: _______________________________

FEI No: 26-4372027

If Sole Owner:
SS No: N/A

If a Corporation:
State of Incorporation: Ohio

Charter No: ____________________________

14. Addenda Checklist

Receipt is hereby acknowledged of the following addenda to this RFP. (Initial if applicable)
No. 1 _____ No. 2 _____ No. 3 _____ No. 4 _____

Submitted By:

Vantiv Company, LLC

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(Company Name)

_______________________________________
(Authorized Signature)

Suzi Gaiser, Executive Consultant
(Printed Name/Title)

_______________________________________
(Date)

8500 Governors Hill Drive
(Street Address)

Symmes Township, Ohio 45249
(City, State, Zip Code)

40-304-9334
(Telephone Number)

321-295-7073
(Facsimile Number)

Suzanne.Gaiser@vantiv.com
(Email Address Authorized Signatory)

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Section 2: Responses to General Questionnaire and Information Request
SECTION VII

GENERAL QUESTIONNAIRE & INFORMATION REQUEST

Please answer the following questions or provide the information requested as a part of your proposal
response. Type the question or statement before your answer. In responding to a question or statement, you
may refer to other sections or exhibits of your proposal by reference to the page where the information may
be found. If the answer to one question or statement appears in the response to another, you may refer to
your other answer. Answers should be as succinct as possible while providing sufficient information for the
System to evaluate the response. Failure to respond completely to any of these questions or requests for
information may result in the entire proposal being rejected.

A. Financial

Describe your company, by providing the following information:
1. Name of your company

Vantiv, LLC
8500 Governors Hill Drive
Cincinnati, OH 45249
2. Major lines of business with a breakdown of the percentage each represents in terms of the annual
revenue and net income answered in questions 4.d. and 4.g., respectively.

Our merchants participate in over 100 industry segments identified by Visa and MasterCard in their
standard industry code listings.

The following chart outlines the makeup of our customer base by industry type.

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3. Number of ATMs in the Houston Metropolitan Statistical Area
Not applicable only responding to Merchant Services.
4. As of December 31, 2011:

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a. Total assets
b. Total deposits
c. Net worth
d. Total revenue
e. Customer base or segments with a breakdown of the percentage each represents in terms of
number of customers
f. The percentage of revenue derived from your treasury management operations as compared to
total annual revenue reported above
g. Net income

Vantiv is the third largest merchant acquirer and the largest PIN debit acquirer by transaction
volume in the United States.

We are the result of a powerful partnership between Advent International and Fifth Third Bank.
Advent International, founded in 1984, is one of the worlds leading private equity investors. The firm
focuses on international buyouts, strategic restructuring opportunities and growth companies in five
core sectors:

Business Services and Financial Services
Retail and Consumer
Technology, Media and Telecommunications
Healthcare and Life Sciences
Industrial

Fifth Third Bancorp is a diversified financial services company headquartered in Cincinnati, Ohio.
The Company has $118 billion in assets and operates 15 affiliates with 1,321 full-service Banking
Centers, including 105 Bank Mart locations open seven days a week inside select grocery stores and
2,405 ATMs in Ohio, Kentucky, Indiana, Michigan, Illinois, Florida, Tennessee, West Virginia,
Pennsylvania, Missouri, Georgia and North Carolina. Fifth Third operates four main businesses:
Commercial Banking, Branch Banking, Consumer Lending, and Investment Advisors. Fifth Third
also has a 39% interest in Vantiv Holding, LLC, formerly Fifth Third Processing Solutions, LLC.
Fifth Third is among the largest money managers in the Midwest and, as of June 30, 2012, had $291
billion in assets under care, of which it managed $25 billion for individuals, corporations and not-for-
profit organizations. Fifth Third's common stock is traded on the NASDAQ National Global Select
Market under the symbol "FITB." Fifth Third Bank. Member FDIC.

http://www.sec.gov/Archives/edgar/data/1533932/000104746911009327/a2206092zs-1.htm

5. Current long term rating of the financial institution (not the bank holding company) as assigned by
Moodys Investor Services

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Vantiv requested and received ratings from Standard & Poors and Moodys. The corporate credit rating
assigned to Vantiv by Standard & Poors is currently a B+, with a stable outlook. The Corporate family
rating assigned to Vantiv by Moodys is currently a Ba3, with a stable outlook.

Growth History:

6. Current short term rating of the financial institution (not the bank holding company) as assigned by
Moodys Investor Services
Please see response to Question 5.
7. Current bank financial strength rating (not the bank holding company) as assigned by Moodys
Investor Services
8. Current long term rating of the bank holding company as assigned by Moodys Investor Services
9. As of March 31, 2012:
a. Tier 1 capital ratio (Basel 1)
b. Tier 1 common capital ratio (Basel 1)
c. Total $US exposure to Greece, Italy, Ireland, Portugal and Spain, including net credit default
protection

Please see our SEC filings.


10. Provide your companys most recent annual report.

Please see our SEC filings.

11. Did your bank pass the most recent stress test conducted by the Federal Reserve Bank?

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B. Organization / Relationship Team

12. Describe the structure of your treasury organization and your merchant processing organization
within the context of the total organization.

Our Senior Relationship Managers are supported by a management team that provides
outstanding responsiveness, follow-up, and escalation to ensure problems are resolved and new
processing opportunities are addressed to allow our clients to compete more effectively in the
marketplace. Our Senior Management Team is comprised of the following individuals:

Charles Drucker
CEO
Vantiv

Mr. Drucker is currently the CEO of Vantiv. In July 2004, Mr. Drucker was named President of
Vantiv, the Bancorps electronic payment processing division. He is responsible for the strategy,
sales, product development, relationship management and administration for the Divisions three
business lines: Merchant Services, Financial Institution Services, which includes EFT Processing
and Correspondent Banking, and Card Products. Established in the late 1960s, Vantiv acquires,
authorizes, switches, captures and settles virtually all types of electronic payment transactions for
financial institutions and merchants worldwide. The company processes over 28 billion ATM,
point-of-sale and electronic commerce transactions annually. In 2005, Mr. Drucker was elected to
the U.S. Region Board of Directors of MasterCard, International.

Before joining Vantiv, Mr. Drucker was the Executive Vice President and Chief Operating Officer
of STAR Debit Services, a division of First Data Corporation. Charles many accomplishments
include establishing the strategic direction, creating sales strategies and successfully managing the
day-to-day operations of the call centers and client management teams. Other positions while
working with First Data Corporation included the Concord Merger Integration Executive
Committee and Leadership Team for the Networks division.

Mr. Drucker has served as President and CEO of First Datas subsidiary TeleCheck, where he was
responsible for providing executive direction, overseeing operations, profit and loss management
and business development.

Mr. Druckers extensive 20-year processing and financial services dossier includes eight years at
Wells Fargo & Company where he served as Senior Vice President and General Manager of
Commercial Services. Directing the ninth largest merchant-acquiring portfolio in the United
States, he was tasked with establishing and managing the strategic direction, bottom line P & L,
sales, product development, marketing and operations.

During his tenure at Wells Fargo, Mr. Drucker was assigned additional responsibilities, which
included managing the Corporate Card Division and Consumer Card marketing programs.

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Prior to joining Wells Fargo and Company in 1993, Mr. Drucker was Vice President and Manager
of the Electronic Delivery Division at Bank One/Valley National Bank of Arizona, and Vice
President and Merchant Services Division Manager at Security Pacific Bank, also in Arizona.

Donald Boeding
President
Vantiv

Mr. Boeding is currently the President of Vantiv. He joined Vantiv in September 2004, as the
General Manager of Merchant Services. He has direct responsibility for the day-to-day operations
of the National, Commercial (mid-market) and Retail Banking Center merchant processing
business lines including net income, new sales, relationship management, product and technology
development, and administration.

Before joining Vantiv, Mr. Boeding was Senior Vice President at Wells Fargo Merchant Services.
He was responsible for the strategic initiative of integrating the Merchant Services division with
key banking divisions at Wells Fargo Bank. His many accomplishments include successfully
aligning the merchant processing product and services to achieve greater cross-sales penetration of
banking customers; establishing merchant services as a core function of Wells business DDA
product. As Chief Operation Officer at Wells Fargo, Mr. Boeding was responsible for Portfolio
Management, Store Servicing, Customer Acquisition, and Credit Risk, P & L, Relationship and
Project Management. Additionally, he was responsible for Wells Customer Care portfolio strategy
for 150M customers processing over $44 billion in credit card transactions. His extensive 20-year
merchant services dossier also includes Vice President and Director of Merchant Services at
Norwest Card Services and Merchant Services Manager at Commerce Bank of Kansas City.

Mr. Boeding represents Vantiv on the Visa, USA Acquirer Council and as a member of
MasterCard USAs Acquirer Committee; he holds a Bachelor of Science Degree in Finance from
the University of Iowa, Iowa City, Iowa.

Jamie Landheer
SVP, Director, National Relationship Management
Vantiv

Jamies responsibilities include proactive monitoring and support of our existing Merchant and
Third-Party portfolios as well as developing future payment strategies benefiting both our
Merchant Partners and Vantiv. She has been with Vantiv since May 1995. Her previous roles
within the organization include Merchant Conversions focusing on converting large National
clients to Vantiv, Merchant Relationship Management handling our largest Supermarket and
Debit accounts as well as an Industry Specialist position on the Supermarket side. Jamie has
worked with many of our National Merchant Partners to begin accepting PIN-based Debit for the
first time and has also worked with the Debit networks in an effort to help them understand the
merchant perspective on debit acceptance. Jamie has spoken at several of the annual FMI
Meetings on the cost of payments acceptance and other related topics on behalf of our merchant

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partners. Jamie is also an active participant on the MasterCard Acquirer working group and the
MasterCard POI (Point of Interaction) Council.

Patrick Moran
Product Portfolio Management Merchant Services
Vantiv

Mr. Moran is responsible for product portfolio management of Vantivs Merchant Services
Division. He focuses on managing portfolio pricing and profitability, product strategy, managing
third party relationships and contracts as well as consulting with merchants to help them minimize
their network related costs.

Prior to joining Vantiv in January 2005 and relocating to Cincinnati, Mr. Moran was Vice
President of Interchange Strategy at Visa USA. At Visa he led the effort to create new Interchange
strategies for small ticket transactions and for commercial card transactions. He worked closely
with all key stakeholders (Issuers, Acquirers, and Merchants) as Visa developed new strategies to
grow card acceptance.

Mr. Moran holds a Bachelor of Science Degree from the United States Military Academy and a
Masters in Business Administration from Stanford University.

Joe Pappano
Senior Vice president
Merchant Services, Director of Sales

Joe joined Vantiv (Fifth Third Processing Solutions) in 1992. His current responsibilities include
sales, strategy, process improvement, administration, long-term vision, and overall direction for
multiple channels throughout the organization. He has spent his entire career of over 19 years
with Vantiv, specifically in the payments industry. Mr. Pappano has a very diverse background
and in-depth knowledge of the payments industry ranging from Merchant Acquiring, Card-Issuing
& Servicing, Agent Bank, and Third Party Processing. During his tenure and leadership, Mr.
Pappano has been instrumental in leading Vantiv to a best in class, blue chip acquiring portfolio
that has grown from over $25 billion in processing volume to over $352 billion in processing
volume, and a national ranking of the 3
rd
largest merchant transaction acquirer in the United
States.

Keith P. Olson
Senior Vice President
Director, Strategic Payments Business Development
Vantiv

Keith has worked for over 15 years to create, implement and support the most effective payment
processing programs within the United States. Keith joined Vantiv in 2001. Since then, Keith and
his strategic team of payment consultants have delivered a wealth of value to the tier 1 national

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merchant community by enhancing receivables management programs and eliminating significant
associated expense.

Prior to Vantiv, Keith served as Director of National Accounts at eFunds (Formerly Deluxe
Payment Systems / SCAN) where he and his team worked with over 45 of the top 100 retailers in
the nation to minimize their check processing expense.

As Vice President of Harris Bank / Bank of Montreals merchant processing division, Keith
directed the sales and support of a remarketing channel which focused on the distribution of
merchant processing support through agent banks and independent sales organizations (ISOs).

13. Identify the team that will be responsible for our account by name, title, their role on our account, and
each identified persons experience with higher education clients.
Suzi Gaiser will be your point of contact through the RFP process. Suzi Gaiser is an Executive
Consultant at Vantiv specializing in Government and Higher Education. Mrs. Gaiser has worked with
Higher Education clients throughout her career helping implementing EPR software and now
payment solutions.

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Your Relationship Manager will be assigned further along in the RFP process. Our Relationship
Managers are well versed in Higher Education and will help the University throughout the
implementation process and after the go live date.

C. Software/Hardware/Interfaces

14. Describe the treasury management software and hardware used by the company.
15. Is your treasury management platform web based?
16. Does your treasury management software/hardware/platform interface with PeopleSoft and Banner?

17. Provide a list of references using PeopleSoft or Banner with whom you transmit and/or receive data
and the type of data transmitted. Preference to higher education references is encouraged.
Please our list of references. We cannot confirm they currently use PeopleSoft of Banner but they do use
Vantiv and can speak to our services.

University of Michigan
Judy Hufziger
10061 Wolverine Tower
3003 S. State Street
Ann Arbor, MI 48109-1283
Phone: (734) 936-2626
Fax: (734) 763-2201
judykh@umich.edu

University of Cincinnati
Susan Albonetti CPA, CTP
Assistant Treasurer
513 556 4793
513 556 2504 FAX
513 382 1600 Cell

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Owens Community College
Maureen Jacoby
Cash/Investments Manager
PCard Administrator
(567) 661-7884

D. Electronic Banking and Information Reporting

18. Describe your balance reporting platform. Include pervious day balance reporting, current day
balance reporting, current day debit and credit transaction reports, and return items. Please provide
examples.

19. Discuss the inquiry capabilities of your treasury management system.

20. How many days history can be accessed through the system?

E. Wire Transfers

21. What differentiates your service from other providers?

22. Are the banks checks, ACH and wire transfer systems integrated? If so, describe.

23. Does the banks treasury management system offer self-administration for user maintenance,
entitlements administration, and user deletes via the internet? If so, please list the user functions that
are available.

24. What is the cut-off time for incoming domestic wire transfers to receive same day credit?

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25. Describe the banks procedure for providing payment confirmation information.

26. How soon after wire execution would a Federal Reference number be available?

27. Does the banks wire transfer system have the capability of warehousing instructions for future value
dated wire transactions? If so, for how many days?

28. Does the bank have on-line repetitive wire transfer setup function?

29. Does the bank have the capability of initiating wires transfers in foreign currencies?

30. What detailed information is provided on incoming and outgoing wire transfers on a current day and
previous day basis?

31. Can individual users be granted different levels of access to Web-based information reporting (e.g.,
cash manager has access to daily cash management reports, accounting and collections have access to
daily receipts)?

32. Describe the procedures to be followed by the company if a user password is lost or forgotten? Can
the password be reset immediately via dual control by the Master User or Security Administrator?

33. Does the bank establish an intra-day limit per account or per customer? Is wire transfer processing
stopped when the intra-day limit is reached?

34. When the bank incurs a daylight overdraft charge from the Fed, will it pass this charge on to its
customers? If so, how is the charge allocated among customers?

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35. Is two-factor authentication required on secondary authorization to release wires? If so, please
describe the process.

F. Depository Services

36. Describe your depository services (e.g., cash vault, branch deposits [immediate or post verification],

37. What is your cut-off time to ensure same day ledger credit?

38. What types of deposit bags do you allow/require?

39. Do all of your branches accept immediate and post verification deposits at the teller line?

40. Does the branch provide a validated deposit slip and provisional credit with post verification at the
time the deposit is handed to the teller? If provisional credit is given, when does the verification take
place?

41. Does the bank identify and adjust all discrepancies?

42. When counterfeit bills are discovered, what is your notification and adjustment process?

43. Does the bank have an automated coin/currency ordering service? Describe the deposit and change
order procedures, cut-off times, security and other features of this system.

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44. Describe change order procedures and restrictions for branch pickup.

45. Can return items be automatically re-deposited? If so how many times?

46. Do you assign float to return items?

47. Does the client have the ability to view return items (including images) online?

48. Can previous day deposit activity detail and balance information be viewed by multiple users, and
can this data be accessed from multiple locations?

49. Does your deposit reporting service report electronic transfers such as merchant card deposits, ACH
and wires as well as paper documents?

50. What time each day is the data mentioned in the question above available, and how often in the last
year has the bank missed this target?

51. Is it possible to view current day deposit activity? If so how often is the information updated?

52. Describe the banks image processing capabilities.

53. Can the bank support the conversion of consumer checks to ACH debits (POP) at the point of
purchase?

54. Will you collateralize our deposits with United States Treasury or Agency securities?

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55. Please indicate the number of branches and representatives within the state of Texas and identify the
locations of each branch.

56. Is the bank able to handle prefixes on the deposit slips for segregating of deposits by department
when providing information reporting?

57. Describe the banks remote deposit capabilities and system.

G. Short Term Investment Management Sweep Accounts

58. Describe your investment/sweep product. Please include the minimum account value and transaction
size that your organization will accept for the sweep. Include a fact sheet for each available fund.

59. Does your bank have a formal investment policy that governs the sweep accounts?

60. Is the sweep vehicle able to sweep excess funds at the end of the day?
Not applicable only responding to Merchant Services

61. Can a floor amount be established which will not be swept each day?

62. What are the cut-off times for your sweeps?

63. How is interest on the sweep account handled?

64. Does the sweep comply with the Texas Public Funds Investment Act?

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65. Who is the custodian for the investments made through the sweep account?

66. Is a separate monthly statement provided for the sweep account?

67. Is there a fee for using the sweep product? If so, please describe.

H. Automated Clearing House

68. Discuss the banks methodology for determining debit and credit exposure limits.

69. Discuss the banks process for deciding the order in which companies files will be processed if the
bank exceeds its intraday exposure limit with the Federal Reserve.

70. What are the hours of operation for the ACH processing unit?

71. What procedure does the bank use to verify accurate and secure receipt of all types of ACH
transmission methods?

72. What controls are in place to protect against lost files and duplication of transmission? How and
when is the company notified of a duplicate file?

73. Does the bank provide automatic file receipt acknowledgement? If so, what information is included
in the acknowledgement?

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74. Can the bank automatically redeposit items returned for insufficient or uncollected funds? When
items are re-deposited, are any entries posted to the customers account? How often can items be re-
deposited?

75. What is the maximum retention period for future dated transactions?

76. How does the bank handle file, batch and item reversals and deletions; include the deadlines for
reversing or deleting a file, batch or item?

77. What methods are available to the company to communicate with the bank regarding modifications,
reversals and deletions of files, batches or items?

78. Describe the banks ACH return process and how the customer is notified. When will returned funds
be posted to the customers account?

79. At what time of day is information retrieved from the ACH network and available through current
day reporting?

80. Is the bank able to provide the company with information contained in ACH Addenda records? If so,
what formats are available?

81. By what time is the customer required to fund ACH credits?

82. By what time will the customer receive availability for ACH collections?

83. Can same-day ACH book transfers be made? If so, by what time must this file be received in order
for funds to be available in receiving accounts the same day?

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84. Does the bank provide simultaneous settlement between debits and credits?

85. Does the bank offer any service such as debit blocks to protect our account from unauthorized ACH
debits?

86. Can ACH debits be matched to an issue reconciliation file before authorizing them for payment (i.e.
ach positive pay)? Is there an option for the client to selectively accept ACH debits only from
originators authorized by us? Is so, how are the authorizations set up, and how do you ensure that
originators do not charge our accounts for more than we have authorized?

87. How do you handle receipt of entries from unauthorized entities?

88. By what methods does the bank notify the customer of the receipt to unauthorized ACH debits?
89. Does the bank support point-of-purchase (POP) check conversion?

90. How do these ACH debits affect stop payments, account reconciliation and positive pay?

I. Positive Pay Services and Disbursement Accounts

91. Discuss the banks policies and procedures for processing stale-dated items. Since we use positive
pay, how will we be notified of the stale-dated items?

92. Does the bank offer positive pay services? What attributes of a check can be used as a positive pay
match?

93. Discuss how the bank processes and reports any company transactions that originated as
disbursement checks that are converted to ACH debit by the payee through a lockbox or similar
service (i.e. Accounts Receivable Conversion).

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94. Does the bank offer zero balance sub-accounts that may be funded automatically from a designated
funding account? If so, where will the funding account be located and what transfer mechanism
funds the subsidiary account, if not automatic?

95. Is there a limit to the number of sub-accounts?

96. Does the bank offer Account Reconciliation Program services for disbursement customers? If so, are
both full and partial reconciliation offered?

97. How soon after the cut-off date will the reconciliation be sent? What methods of report delivery are
available (e.g. hard copy, through treasury management web site, direct transmission)?

98. Are check images available online? If so, how long are they stored on line? If no, please explain the
procedure.

99. What is the banks cut off time for receiving issued check files, receiving adds and deletes, receiving
manual issues, transmitting paid check files and transmitting reconciled check files.

100. Can the bank receive a file of wire transfers, ACH/bulk payments, drafts and checks created in the
companys accounting system, in order to originate transactions and create an issued file for positive
pay service?

101. Does your system provide for electronic confirmation of receipt for daily file transmissions?

102. Does your bank provide an image capture of paid items?

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103. Does your system provide real time, online check images for positive pay reporting to allow
easier/pay return decisions?

104. How does the bank notify customers of positive pay exceptions?

105. What is the banks delivery deadline for notifying the customer of exception items, and what is the
response deadline for the customers pay/return decisions?

106. Are approved exception items automatically added to the issue file for account reconciliation
purposes?

107. What is the banks deadline for transmitting same day check data and what is the deadline for
receiving the exception file?

108. What is your process for updating the teller system with issue files? How often per hour is the teller
system updated with issue file data?

109. Are cashed checks verified against the issue file at the point of encashment (i.e., by your banks
teller)?

110. Are issue files input by the client through your online system updated to the system in the same
manner as debit transmission of issue files? If no, explain the differences.

111. Are stale dated or dollar limits available as an exception attribute? If so, are these checks
automatically returned, or do you provide an exception notification to customers?


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112. In the event that the bank does not receive the customers decision regarding a positive pay exception
by the stated deadline, is the default disposition set by the bank of by the customer? If the bank sets
the default, what is the default disposition (i.e., pay or return)?


J. Pay Card Services

113. Provide a list of higher education, municipal government, and independent school district clients for
whom your company currently provides a Pay Card program?


114. Is your card program processed in-house? Is there any segment of this service that is outsourced to a
third party?
115. Is there an implementation fee?

116. What ATM network is used, and how many ATMs are in the network?

117. What is the process for a new hire?

118. Is there a cost to the employee?

119. Is there a minimum balance requirement?


120. Is there a cost for each new employee set up?

121. Is there a cost for each transaction?

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122. Is there a cost for each load to the card (i.e. recurring direct deposit of payroll)?


123. How will we be billed?

124. What is the procedure for off cycle direct deposit payments?


125. Will you require the System to open a new and separate demand deposit account with your bank to
operate the Pay Card program?

126. Is your paycard product branded?


127. Please provide an example of your card.

128. Is your paycard product signature-based, PIN-based or both?


129. Is the paycard tied to a demand deposit account at the bank? Is the account owned by the employer or
the employee?

130. If the card is not tied to a separate bank account for each employee, is the paycard tied to a pooled
account? If yes, does the bank or the company own the pooled account?

131. Are deposits in the paycard account FDIC-insured?

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132. Does your paycard comply with rules, regulations and guidelines for payroll card (e.g., NACHA
rules, Federal Reserve Regulation E, OCC guidelines)?

133. Are employee credit checks required to qualify for your Pay Card? Explain the rationale for your
requirement, if any.


134. Is a cardholder signature required for the Pay Card application?


135. By what method and type of information does the company send initial enrollment information to the
bank?


136. How are initial cards ordered for cardholders? Describe the process and include whether cards can be
ordered via the internet or in a batch method.


137. Once a paycard is ordered, how long does it take a cardholder to receive the card, and what is the
process required to activate the card?

138. How are PINs initially created, and how are they sent to the cardholder?


139. Can a cardholder request delivery of a replacement card overnight?

140. What amount of processing time is required to load funds on the pay card once we transfer the
cardholders payment information to the bank?

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141. Is there a limit to the number of payroll transactions that can be loaded on a cardholders card in one
month?
142. Is there a minimum or maximum payment limit per payroll period.


143. What are the options to load value onto cards.

144. Can we commingle the paycard transactions we transmit in the same file with our direct deposit or
similar ACH transaction data?


145. In the event of overpayment or incorrect payment, what options do you offer to remove or add value
to a card?


146. Who is responsible for escheatment?

147. At what time on the pay date are the funds available to the employee?

148. How much money can a cardholder obtain via one transaction at a bank-owned ATM, and how many
transactions can be made in a twenty four hour period?

149. If the card can be used as a debit card, how much can a cardholder receive as cash back during a POS
transaction?

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150. Can the cardholder access all dollars and cents that are loaded on the card in one transaction? Please
explain your answer.

151. What POS/debit networks are available with your paycard product?

152. What happens to the funds on inactive cards or cards held by terminated employees that still have a
balance?

153. What liability, if any, does a cardholder have for fraud?

154. Who is responsible if a cardholder leaves the employer before an overdraft is satisfied?

155. How are lost/stolen Pay Cards handled?

156. Provide a description of the reporting package that is associated with the Pay Card, please

157. Describe how you provide privacy for personal cardholder data.


158. Does each cardholder receive monthly statements? If so, in what format?

159. Does the cardholder have inquiry and transaction history access to his/her account?


160. How quickly after a transaction has been conducted can a cardholder review the transaction?


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161. Is the customer service function handled in-house? Please explain your customer service support
structure for both the employer and employee. Please include business hours and languages spoken
by your customer service department.


162. Describe the dispute procedure for card account holders. What are your customer service procedures
when a cardholder calls to report an unauthorized transaction?


K. Merchant Card Processing Services

163. Provide a list of higher education clients for whom your company currently provides merchant card
processing services?

University of Michigan
Judy Hufziger
10061 Wolverine Tower
3003 S. State Street
Ann Arbor, MI 48109-1283
Phone: (734) 936-2626
Fax: (734) 763-2201
judykh@umich.edu

University of Cincinnati
Susan Albonetti CPA, CTP
Assistant Treasurer
513 556 4793
513 556 2504 FAX
513 382 1600 Cell

Maureen Jacoby
Cash/Investments Manager
PCard Administrator
(567) 661-7884

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164. Do you have experience performing programming to interface with PeopleSoft and Banner for the
exchange of data in the authorization and capture process resulting from e-commerce transactions? If
so, please explain.

The TCLink API (TCLink) is the fundamental interface for all payment processing with
TrustCommerce. In short, TCLink is a thin, open-source, messaging API that facilitates processing of
a wide variety of payment types on a wide variety of platforms and languages.
TrustCommerce implements several alternative interfaces into its payment acceptance and reporting
systems. The knowledge and experience we have gained from many custom and out-of-the-box
integrations ensure well-coordinated and effective integrations. Our solutions not only answer your
present requirements but also provide the flexibility to add new features and innovations in the future.
Our systems are built to handle volume and are designed to manage unexpected issues gracefully.

165. Provide the number of customers using Banner and the number using PeopleSoft. Provide three (3)
references, preferably higher education clients, who use PeopleSoft and three (3) who use Banner and
for whom you are processing credit cards and transmitting data related to merchant card processing
Please refer to the reference provided in Question 163. We cannot confirm they use PeopleSoft or
Banner but they can provide a reference for Vantiv.

166. Do you use a third party for any segment of customer or card processing services?

Vantiv does not use a third party processor.

167. What is the annual volume in dollars and number transactions processed by your company as of
December 31, 2010 and December 31, 2011?

Vantiv processes more than 34,000,000 transactions each day.

Our average daily gross dollar volume exceeds $1,167,000,000.

168. What ranking does your company have within this business segment as of December 31, 2011 in
terms of dollar volume and number of transactions processed?

Please our response to question 2 above.
Please see our response to question
169. Describe your different merchant processing options, (i.e POS Terminal, Virtual Terminal, Mobile
Pay, Shopping carts, Web Based, and Hosted solutions). List each product and provide a brief
explanation how each works.

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TrustCommerce accepts/processes all industry standard payment types, including (but not limited to)
all major credit cards, debit cards (signature, PIN-based, and PIN-less), electronic checks, Automated
Clearing House (ACH), and continuity payments (recurring, installment, and deferred).
TrustCommerce is certified for processing with numerous major front-end processors, for all major
payment types, and all major card types including Level II and level III purchase cards.

In general, TrustCommerce provides solutions that minimize or eliminate the costs and risks
associated with payment acceptance/processing.

Note: The examples below are representative and not all-inclusive. If you don't see a favorite brand,
style, language or payment type, please ask; odds are we have it covered.

Payment Acceptance - TrustCommerce provides a comprehensive suite of payment
acceptance/processing solutions for both card present and card not present environments, such as
retail, direct marketing (mail-order/telephone-order and e-commerce), and mobile/portable.

Payment Types - All industry standard payment types are accepted/processed, including (but not
limited to) all major credit cards, debit cards (signature, PIN-based, and PIN-less), electronic checks,
automated clearing house (ACH), and continuity payments (recurring, installment, and deferred).

Interfaces - TrustCommerce provides both user-oriented and programmable interfaces for on-demand
(real time) and batch payment acceptance/processing. User interfaces are available for both physical
and virtual point of sale (POS) solutions.

Operating Systems - Supported operating systems include all major Windows, Linux, and Unix based
environments. Supported Web clients include Internet Explorer, Firefox, Safari, and Chrome.

Languages - Supported programming languages/frameworks include C, C++, Java, .NET, COM, Perl,
Python, PHP, Ruby, and HTTPS.

Fraud Defense - TrustCommerce implements fraud defense solutions that exceed industry standards
for both card present and card not present environments, such as address verification (AVS), card
security code verification (CSC), end-to-end encryption (E2EE), multi-layered intrusion prevention,
transaction throttling, white/black listing, and deferred acceptance of sensitive information.

TrustCommerce begins its per-merchant capture/settlement process at 8:00 PM US/Pacific. However,
TrustCommerce can work with you to accommodate single and/or multiple capture/settlement

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windows without a time restriction. In the course of each implementation, TrustCommerce works
with its merchants, their acquirers, and their other processors to achieve the most advantageous
capture/settlement schedule.
The products described below are all included in the TC Gateway solution at no additional
cost.
TCLink API
The TCLink API (TCLink) is the fundamental interface for all payment processing with
TrustCommerce. In short, TCLink is a thin, open-source, messaging API that facilitates processing of
a wide variety of payment types on a wide variety of platforms and languages.
TC Vault Virtual Terminal
TC Vault Virtual Terminal is used for processing one-time, recurring, or installment payments for
credit, debit, and ACH transactions. Many merchants use this as their cashiering software for
accepting electronic payments.
TC Citadel
TC Citadel
provides merchants the ability to safely and securely process recurring payments without
the need to store cardholder payment information. Merchants exchange credit card numbers, ACH
information, or other customer privacy data elements for TrustCommerce issued Billing IDs. TC
Citadel can accommodate the following payment types:
Recurring: Automated charges at regular intervals.
Installment: Automated installments, charged at regular intervals, for some period or against
some balance.
Deferred: Automated charge at some date in the future.
TC Trustee Merchant Host
TC Trustee Merchant Host seamlessly integrates into the checkout process of a merchants shopping
cart, payment page, or other online payment system. Customers enter their credit card data on a form
on the merchants Web site, submit the payment form, and the data is seamlessly redirected to the
TrustCommerce payment gateway. TrustCommerce stores and transmits the sensitive cardholder
data. This solution gives the merchant full branding and customization capabilities.
PayWithIt
PayWithIt is the TrustCommerce secure mobile payment solution that works with mobile digital
devices in conjunction with your TrustCommerce payment gateway account. Merchants can securely
and wirelessly capture payments via manual entry or an optional encrypted card swipe without
incurring additional mobile transaction fees.

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Using point-of-interaction (POI) encryption with anti-skimming, memory mitigation, SSL
transmission encryption, and highly secure TrustCommerce processing and reporting products,
PayWithIt exceeds security standards set forth by local, state, federal, and industry agencies.

Optional Services
TC Payment Portal
TC Payment Portal may be an optional enhancement to your current billing and payment solution.
Allowing integration support for customer bill presentment, users can securely log into a Web site,
have immediate access to their account information, and self-manage their own bill payment.

Customers can initiate real time payments or easily setup a recurring payment cycle using credit
cards, debit cards, or Automated Clearing House (ACH) for all of their enrolled accounts.
TC Payment Portal requires an additional $495.00 fee annually.

170. Do you currently have a product that enables merchants to create a web presence using a shopping
cart that enables back end processing?

171.

172. Describe the merchant set up process for a new merchant requesting an e-commerce solution.

The University will work with their Relationship Manager to add a new merchant requesting an e-
commerce solution.

173. What fees are associated with merchant set up?

Initial one time set up fee for enterprise accounts- $349.99.

174. What is the latest time that sales transactions can be transmitted to meet the settlement times?

2:00 AM.

175. Is settlement made by ACH?

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Vantiv supports both ACH and FedWire. Ach is provided for no additional charge.

176. Do you allow for multiple settlement accounts albeit one settlement account per merchant?

Vantiv allows for multiple settlement accounts.

177. Are settlement amounts listed separately on the bank statement by merchant ID or will they appear as
one lump sum?

Vantiv has the capability of line item reporting of settlement amounts on the bank statement.
Settlement amounts are currently lumped together for Saturday and Sunday's processing
activity; however, we also provide the MD-432 report that provides the detail of the deposited
amounts on a daily basis for easy reconciliation.

178. Describe the retrieval process and turnaround time in the event a cardholder disputes a charge. Do
you offer a web based notification and response system including image upload of sales ticket and
other supporting documentation?

Two of our strongest Value Propositions are a superb back office support system and an award
winning chargeback/retrieval processing support staff. This winning combination of powerful
support systems and great customer support allows your back office support staff to quickly
review and respond to retrieval requests. Our systems help ensure that your staff responds to
incoming retrieval requests as quickly as possible, thereby minimizing the opportunity for
missed deadlines and the resulting chargebacks which quickly degrade your customer service
and impact your bottom line. We have worked closely with our clients over the years to
continually improve our market-leading back office support systems. Based on the ongoing
review of our systems by our clients, and gauging by the success of our support staff, we are
very confident that we provide the finest back office support available in the bankcard industry
today. Our systems streamline the handling of retrieval requests, provide a convenient means
of completing customer research inquiries, and provide a wide range of other support features
to simplify the reconciliation process and streamline our customers operations.

While automated support systems are certainly an important element of your back office
support program, we believe our proactive, aggressive approach to resolving exception items is
even more important to your operations. An award-winning Bankcard Operations staff works
closely with our customers to fulfill draft retrieval requests and quickly resolve chargebacks.
Our success has been demonstrated through the operational awards that we win year after year
from Visa and MasterCard. Our success is critical to the overall quality of your bankcard
program.

By working closely with your staff, we can provide outstanding draft retrieval and chargeback
support:

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DRAFT RETRIEVAL SUPPORT SYSTEMS
VANTIV DIRECT
o A draft retrieval work queue which tracks the status of new and outstanding requests
o An online data warehouse which stores detailed transaction information
o Facsimile Draft (Substitute Draft) fulfillment
o Draft Scanning
o Paperless network fulfillment
o File Exporting
o Point-and-click sorting and screen layouts
REPORTING
DRAFT RETRIEVAL FULFILLMENT PROCEDURES
CHARGEBACK SUPPORT SYSTEMS
o Chargeback Pre-notification
o Automatic Credit Matching and Reversal
o Retrieval Suppression

179. Are discounts and other fees netted against daily settlement proceeds or debited monthly?

In our Unbundled Pricing Model, Interchange is debited daily while all other fees are debited monthly.

180. Are discounts and other fees shown in one lump sum or by merchant ID?

Discounts and other fess are shown by merchant ID.

181. What is your system up time over the last two years (express as a percentage)?

Our system availability is calculated by the amount of time each month that our systems are
operational and performing the duties and functions relative to the processing of transactions. For
clients with high-availability processing requirements, we establish processing interfaces into two data
centers (Cincinnati and Grand Rapids Data Centers), and we establish backup communication
resources to reduce the opportunities for processing disruptions. The combined availability of these
systems has approached 100% since our dual data center processing configuration was established in
1995. If a client is utilizing our Cincinnati data center and there is a failure, all authorization traffic is
based on the mirrored processing configuration we have developed to support our clients in Grand
Rapids. By staggering maintenance outages between these locations and providing high availability
systems, our clients should experience the highest total availability rate in the industry. Vantiv has an
established service level availability rate of 99.97%.

Our system availability service level standards include an outage allowance for regularly scheduled
system maintenance. Performance standards developed for our network customers measure system
availability using the following parameters:

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Maintenance Outage Minutes (MOM) shall mean, with respect to a calendar month, the length of
time, measured in minutes, of outages which are due to routine maintenance and occur during the
calendar month but only to the extent that such outages:

a) Occur between 1:00 a.m. and 5:30 a.m. EST, and
b) Do not exceed an aggregate amount of 120 minutes in a calendar month with four (4)
Mondays and 150 minutes in a calendar month with five (5) Mondays, excluding,
however, any time spent in responding to special requests by customer.

Outage Minutes (OM) shall mean, with respect to a calendar month, the aggregate length of time,
measured in minutes, of outages occurring in that month minus any Maintenance Outage Minutes for
that month.

Scheduled Minutes (SM) for each calendar month will be equal to the difference of 60, multiplied
by the hours in that month, minus the Maintenance Outage Minutes for that month.

Calculated Availability (AV) for each calendar month will be quotient of Schedule Minutes for that
calendar month minus any Outage Minutes (OM), multiplied by 100% and then divided by Scheduled
Minutes, or:

AV = SM OM * 100%
SM

Where: AV = Calculated Availability
SM = Scheduled Minutes for the calendar month
OM = Outage Minutes for the calendar month

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182. What percentage of chargebacks does your company handle without merchant involvement?

Depending upon the reason code associated with the draft retrieval request, Vantiv has the ability to
automatically recreate the draft and respond on the your behalf. Over 50% of our merchants
chargebacks are resolved with no merchant intervention. We would like to review the reason codes
that you currently receive to accurately estimate the percentage of chargebacks that will be resolved
without your involvement.

183. Are credit card chargebacks and other debit adjustments netted from daily proceeds, or are they
debited separately by transaction even if there are more than one for the same merchant that day?

Unlike most processors, Vantiv will not debit a merchants account until the exception item is deemed
lost. Funds will not be debited immediately. Upon this event, Vantiv will debit the chargeback from
your daily proceeds. This will be detailed via Direct- our Internet based back-office support solution in
a formatted report. You can also pull this information through our chargeback activity file. Funds
can be debited from the operating account or you may elect to set up a separate account for these
exception items. Vantiv supports either scenario.

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184. Do you support BIN (Bank Information Number) file management to differentiate between debit card
and credit card transactions?

Vantiv delivers two BIN management support solutions to help drive would-be signature based debit
transaction to online, PIN based debit transactions. One solution provides a merchant hosted file that
we deliver monthly (it can be more frequently if desired), the second is an online solution whereby the
BIN file is hosted by us and responses are sent back indicating online debit network availability.

185. Does your processing system identify and eliminate duplicate transactions?

A variety of control processes are in place to ensure the accuracy and entirety of processing. For
electronic data capture clients, an immediate edit check is performed to determine if a valid file has
been received. Duplicate batches and invalid transactions will generate an error message that is
returned when the data capture file transmission is completed. The data capture file is processed and
the settlement information is compared against the authorization log files. If any information required
to qualify for a more advantageous interchange program is available in the authorization log file, the
data capture file information is augmented with the authorization information prior to transmitting
the transactions to the card networks. This process ensures that our clients receive the best possible
interchange rates.

After an EMD file has been received by our systems, the EMD file is processed and a number of edits
are performed to confirm receipt of a valid settlement file. This processing eliminates potential
processing problems related to duplicate files and transactions. We pre-process the settlement files to
detect possible errors and provide confirmation of our receipt of the file. The primary processing edits
performed by our systems include file confirmation (edit checking), duplicate file checking, reject
transaction checking, duplicate transaction checking, authorization matching, and data augmentation.
The following sections provide an overview of the pre-processing edits performed by our systems:

1) EMD Edit Checking
We confirm receipt of your EMD settlement files through the Electronic Merchant Deposit (EMD)
Edit Report, which is also known as the Echo Report. The EMD Edit report is generated during
the pre-processing stage of the settlement process. The file can provide different levels of
confirmation information, from a summary total of the transactions contained in the deposit file to
a detailed listing of all transactions. Summary information includes the number of transactions,
batch total, reject total, settlement total and non-settled (e.g. American Express) total, depending
on a customers confirmation requirements.

2) Duplicate File Checking
During the processing of EMD files, our systems verify that a duplicate EMD file has not been
received. Our systems maintain a log of the last ten settlement files processed by our system for
each chain code/client to detect possible duplicate files. Duplicate files are identified through a
number of processing parameters, including submission date, processing date, transaction count,
and total sales. If any of these factors indicate a duplicate file may have been received, the EMD
Edit Report is updated to reflect the duplicate file problem. If a duplicate file is detected, the entire

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file is rejected. The EMD Edit report is available within 20 minutes of file transmission to notify
our clients of the duplicate file problem. If a duplicate file is detected, the file processing is
terminated, the file is rejected by our systems, and none of the transactions in the file are settled.

3) Duplicate Batch Checking
During the processing of EMD files, our systems verify that duplicate batches have not been
included in the EMD file. Our systems maintain a log of the last ten batches processed by our
system for each store/account number (batch within the EMD file) to detect possible duplicate
batches. Duplicate batches are identified through a number of processing parameters, including
submission date, processing date, transaction count, and total sales. If any of these factors indicate
a duplicate batch may have been received, the EMD Edit Report is updated to reflect the duplicate
batch problem. If a duplicate file is detected, the entire file is rejected. The EMD Edit report is
available within 20 minutes of file transmission to notify our clients of the duplicate file problem. If
a duplicate batch is detected, EMD file processing is terminated, the entire EMD file is rejected
and none of the transactions in the EMD files are settled.

4) Reject Transaction Reporting
Our processing systems generate a Reject Report, known as the MD-082 Merchant Daily
Transaction Reject Report, that identifies transactions that will not be accepted by Visa and
MasterCard based on the transaction information contained in the EMD file. The Reject Report
provides an explanation of why the transaction was not accepted to allow the merchant to identify
transactions that would be rejected by the card networks. Transactions can be rejected for a
variety of reasons, including non-numeric transaction dates, invalid day or month values, invalid
authorization source codes, invalid future transaction dates, non-numeric transaction amount,
invalid or missing SIC codes, and other problems which prevent complete processing.

5) Duplicate Transaction Checking
During the pre-processing of settlement files, our systems sort and process the transaction
information to detect potential duplicate transactions. We identify duplicate transactions using the
terminal ID, card number, transaction amount, and sequence number. If duplicate transactions
are identified, we identify the duplicate transactions in the EMD Edit file. These transactions are
settled. Our systems do not eliminate these transactions since the vast majority of duplicate
transactions that cause serious processing issues with Visa and MasterCard are detected and
eliminated through duplicate file checking, which is performed when an EMD file is received.
Additional information on duplicate file and duplicate transaction processing can be provided as
required.

186. Are there limitations on the number of transactions, and are there limitations on the number of files
transmitted each day?

Our systems have been designed to accommodate the processing requirements of the nations largest
merchants. There are few system parameters that would limit your processing. We will review your
current processing program to determine the impact of any limitations on your systems. Based on the

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information provided in the Request for Proposal, we do not anticipate any issues related to processing
limitations. There are some limitations to the maximum dollar size of an individual transaction and
the amount that can be transmitted in a single processing file, as well as the maximum number of
transactions that can be processed simultaneously across a single processing interface. These
limitations include:

Maximum Authorization Amount, Online Systems: $999,999.99
Maximum Authorization Amount, Batch Systems: $999.999.99
Maximum Authorization Amount, Dial Authorization Systems: $999,999.99
Maximum Number of Simultaneous Transactions per Auth. Interface: 255
Maximum Number of Batches in an EMD File: 999,999
Maximum Number of Stores per Merchant Chain Code: 9,999
Maximum Number of Terminals per Merchant ID: 9,999
Maximum Number of Settle Batches per Terminal per Day: 999
Maximum Number of Transactions per Merchant ID per Day: 99,999,999

Modifications to the above can be made to meet your processing requirements.

Maximum Processing File Amount, Batch Authorization System: $999,999,999.99
Maximum Processing File Amount, EMD Settlement System: $999,999,999.99
Maximum Number of Batch Authorization Files per Day: 999
Maximum Number of EMD File Transmissions per Day: 99

187. Describe the monitoring and notification process if a transmission fails.

Our network management system monitors POS terminals, data lines, authorization links, network
endpoints, and other system connections. Our terminal monitoring system allows operators to identify
a current or potential problem, and provides the information needed to locate and correct the
problem, or contact personnel to resolve the problem. The Network Control terminals display
problem messages and queues reminders of unresolved errors and worsening authorization link
conditions. If a problem is detected by our monitoring systems, our systems automatically attempt to
recover processing. Standard recovery steps taken by our systems include:

Automatically attempt to re-establish communication at five-minute intervals
Attempt to automatically recover from a condition without intervention
Notify network control personnel if the problem is not resolved
Continually remind network operators of problem situations until resolution is reached

When a link goes down and cannot be recovered automatically using our diagnostic facilities, the
Network Control operators follow standard operating procedures outlined in a Network Control
Escalation Guide. We utilize a 5 to 15 minute window (varies by type of connection, client, etc.) to
gauge the escalation requirements of a problem. If the operator determines the problem cannot be
corrected within this time frame, we will call the appropriate contact to within your company or third

43

party vendor support staff report the problem. When an authorization link or other direct-connect
device cannot be recovered through the Network Control console, we initiate these escalation
procedures:

Incidents are displayed on a network control terminal
The network control operator then checks the online configuration data for the link, noting
business hours, phone numbers, past problems, etc.
The operator will then attempt to fix the problem by reconfiguring the link or terminal, polling
the system, reactivating the link and conducting other maintenance measures.
If these actions do not correct the problem, the operator contacts the appropriate dispatch
team, vendor, or third party agent.
The operator then initiates a downtime log entry on the online Network Incident Reporting
System.
Operator attempts to phone the appropriate people.
If the response team does not respond, the operator logs the non-response to provide reporting.
Operator will continue to attempt to contact the designated response team.
The operator will consult our Escalation Guide for additional information on how to respond to
the problem. The Escalation Guide contains a section for each major customer. Recovery
procedures can be tailored to each clients requirements.
If no response is received, the operator logs the problem and attempts to contact the team
again.
When the team or vendor(s) contact network control, the operator informs them of the nature
of the problem and finds out the estimated time of arrival or repair.
The incident log is updated along with the actual time of arrival and a resolution description.

188. Is your system PCI compliant? Please supply proof.

Vantiv is fully PCI compliant and remains committed to maintaining this level of compliance. Our
data security procedures have been reviewed and approved by a QSA. Our PCI assessor is
Trustwave. Fifth Third is PCI and CISP compliant. Our last validation date was June 30, 2011. Proof
of Fifth Thirds Report on Compliance is available on Visas website:

http://usa.visa.com/download/merchants/cisp-list-of-pcidss-compliant-service-providers.pdf

Furthermore, our VAR and terminal support and development teams are diligent about ensuring the
compliance of the applications our merchants are using in the field.

ISD/ACI has developed compliant interfaces to ur systems foir credit, pin debit and gift card
processing.
.
189. Recognizing the sensitivity and confidentiality of your data security measures, please describe in
general terms the measures your bank uses to prevent unauthorized access to either the system or the
data.

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Protecting sensitive customer data from unauthorized access is a critical function, and we have worked
closely with our internal audit group, our external auditors, and both government and third party
network auditors to ensure our systems limit access to sensitive data. Data security controls have been
implemented to limit access to our systems through administrative terminals, file processing interfaces
and other access mechanisms. Our audit team reviews our support systems to identify potential
security concerns. These concerns are addressed through additional access controls, support
procedures and communication systems.

Our Operator and Terminal Security (OPTS) system is the foundation of the data security and access
controls. As the name implies, the OPTS system limits access at both the user and the terminal level.
OPTS provides a comprehensive set of online access definitions, operator access controls and system
passwords that limit access to customer data and support functions. The OPTS system works in
conjunction with the security program TOP SECRET from Computer Associates to restrict access to
our system. All Direct and other system operators accessing our systems must have a valid user id and
password to log onto the system. The TOP SECRET application forces all users to change their
password. The OPTS system logs all access to our systems, reports attempted access to unauthorized
files, and ensures the consistent handling of user ID authorities across your operators.

To protect the security of your customer information, each client on our system has a unique
identifier. When an operator logs on, the operator ID is associated with an institution ID. The
institution ID restricts access to the associated institution's files. This user/institution ID security
allows the system to support access to the appropriate database record while maintaining the security
of the file against unauthorized system access.

The Direct system offers remote access to our systems through Internet or direct access connections.
All data sent across the system is fully encrypted using the SSL encryption mechanism. Institution,
Direct, and user id information limit access to data functions. This system has been extensively tested
and reviewed to ensure remote access does not open our systems to unauthorized access. The interface
between the Direct server and our host systems employ multiple firewalls, filtering, and data access
parameters to limit access to the system. The conversion into SNA protocols and 3270 system calls
prevents the standard array of hack attacks encountered in standard TCP/IP networks.

With the billions of electronic payments processed by merchants each year, it is inevitable that some
transactions result in losses as a result of a customer fraud, collusive employee action, and other
fraudulent activity. Vantiv has established processing systems in conjunction with Visa, MasterCard
and the other card networks to control fraud and provide the reliable processing systems required to
ensure that all transactions accepted at your locations are properly authorized and your deposits are
reviewed for possible fraudulent or collusive activity. The foundation of our Risk Management
strategy is the belief that fraud prevention begins at the point of sale. Customer service representatives
are the first line of defense in the prevention of fraud. Fraud control continues with systems that detect
activity that has already occurred to provide ongoing notification of possible collusion or organized
fraud activity. Monitoring systems and risk management controls can identify possible fraudulent
activity, but in most cases these systems identify fraud that has already occurred rather than deter
fraud that may occur.

45

Vantiv continues to work closely with Visa and MasterCard to provide our customers ongoing fraud
education. We will work with your operations personnel to develop a comprehensive fraud education
program that can provide the information your employees need to detect counterfeit cards and
fraudulent behavior. Additional fraud protection is gained through the ongoing reinforcement of this
education by your managers. We can conduct periodic fraud training seminars at your headquarters
or select regional locations to provide follow-up training. We also offer reports enabling your
operations personnel to detect possible collusive activity and other processing problems that may
increase the likelihood of incurring employee-caused fraud losses.

TrustCommerce conforms to, and exceeds, all applicable industry standards. TrustCommerce is fully
PCI DSS compliant and remains so year after year. We are currently listed on the Visa Global List of
PCI DSS Validated Service providers: www.visa.com/splisting
TrustCommerce implements fraud defense solutions for both card present and card not present
environments that exceed industry standards, such as address verification (AVS), card security code
verification (CSC), end-to-end encryption (E2EE), multi-layered intrusion prevention, transaction
throttling, white/black listing, and deferred acceptance of sensitive information.
Encryption All payment requests are encrypted for transmission and only decrypted if necessary,
within TrustCommerces secure, PCI DSS compliant processing environment. Thereafter, any
retained sensitive data is encrypted for storage and reporting. At all points, TrustCommerce
implements only the highest ciphers and key strengths.
Tokenization TrustCommerce was the first to introduce the tokenization model for subscription-
based merchants. TrustCommerce provides a highly integrated tokenization solution that complies
with and/or exceeds industry standards for tokenization, such as PCI SP-DSS and the PCI DSS
Tokenization Supplement / Visa Best Practices for Tokenization.

Fraud Defense TrustCommerce implements fraud defense solutions for both card present and card
not present environments that exceed industry standards, such as address verification (AVS), card
security code verification (CSC), end-to-end encryption (E2EE), multi-layered intrusion prevention,
transaction throttling, white/black listing, and deferred acceptance of sensitive information.
TrustCommerce provides numerous point-to-point/end-to-end solutions whereby encryption is
performed at the point of entry/interaction (POE/POI): e.g., card present, card not present,
contactless, etc.
TrustCommerce solutions are implemented under a comprehensive system health management system
(SHMS) that monitors all mission-critical services, detects and notifies regarding perceived and real
anomalies and, in some cases, provides containment services. TrustCommerce solutions are
monitored 24x7 by the SHMS and a dedicated operations team.
All TrustCommerce employees in technical roles that are directly involved with software development
must attend at a minimum, one unique security training each year that is focused on secure coding

46

techniques. Additionally, it is the responsibility of each individual to stay informed about current
trends in security and privacy.
The Open Web Application Security Project (OWASP) Top 10 areas are given special attention.
Descriptions of each item are available at www.owasp.org.
Secure Card Acceptance Workflow
The Secure Card Acceptance Workflow illustrated in the following image is intended to provide a
clear and concise depiction of how a transaction is handled from the point the customer initiates the
payment process on the payment Web site, throughout the system, until the customer receives a
receipt, or confirmation of payment.

190. Have you had a security breach in the past five years? To what extent, if applicable, was cardholder
data compromised or stolen?

No, Vantiv has not had a security breach.

191. Describe the daily and/or monthly reconciliation reports available to the merchant.

Please see the response to Question 192 below.

192. Are reports available via the Internet? Describe on line merchant reporting information capabilities.

Through Vantiv Direct, our award winning back-office management tool, we offer our customers
formatted reports, summary and detailed transaction data on a daily basis, and custom report creator
functionality through our internet based portal called Direct. We also offer raw data files for daily
transaction activity and chargeback activity.

Vantiv offers several methods for the delivery of your reports. The most common among our National
client base is to receive reports through Direct. Summary transactional data is stored for 36 months,
and detailed data is stored for 18 months.

Direct is Java based, and the reports are downloadable, or exportable to Excel or other similar
reconciliation software packages. Most of our large national merchants also receive our Merchant
Activity File (MAF) and Chargeback Activity File (CAF) on a daily basis. These files are raw
data files, which may also be exported into your accounting software reconciliation package for your
use.

Reports are available at 6:00 a.m. EST every morning.

We strongly encourage an online demonstration of this product as a follow up to this proposal.

47

Please visit our Direct Demo at VantivLLC.com or directly at
https://direct.53.com/merchantdemo/logon.html.

193. Describe your payment gateway for e-commerce merchants that use a shopping cart concept.


194. Describe how multiple merchant numbers are reported and the flexibility afforded the merchant for
customizing the reports. Can the merchant roll-up specific groups for reporting independent of
others, and group merchants by business units?

Vantiv supports multiple merchant IDs to allow clients to separate processing activity based on a
number of factors, such as location, function, product, sales group, customer alliance, and many other
factors. This information can be further refined through divisional information, which allows our
systems to provide roll-up reporting to consolidate processing activity while maintaining individual
location information. Our systems currently support the following data hierarchy:

1. Chain
2. Division
3. Store/Account Number

Hierarchy Notes:
Chain Codes
Typically one chain code is assigned per client, but for complex merchant organizations, more than
one chain code may be required. Settlement and reporting is at the chain code level. If multiple chain
codes are utilized, separate reports and settlement entries will be made by our systems. Reports and
settlement can be directed to the same destination or to a different destination for each chain code.

Divisions
Division codes are numeric values, such as 111 and 123, used to group individual store / account
numbers for roll-up reporting. Reports reflect divisional roll-up information, and Direct can be setup
to limit access to specific division sections within reports. Settlement entries can be made at the
division level if this roll-up processing option is required. Typical uses of the division code include
regional groups, such as using Division 100 for Eastern, Division 200 for Southeast, etc.

48

Account Numbers
The account number is the lowest level of processing hierarchy supported by our systems. Separate
account numbers are assigned to each location and/or product function. Store/Account Numbers can
be grouped at the division level and are also rolled up to the chain code level. Settlement entries and
processing invoices can be made at the account level if chain code roll-up is not required.

The reporting structure can easily be adjusted on a periodic basis to accommodate your needs.

195. Can reports be tailored to send specific sections, for example, report groups comprising a subset of
merchant number, to different locations? Is there an additional cost for this service?

Please see our response to Question 126 on ad hoc reporting. There is no additional cost for this
service, since it is a standard offering in our reporting package.

196. Is historical information regarding sales, refunds, and chargebacks maintained in a database for
access by the merchant? If yes what access method is available? For how many months may
historical data be retrieved?

Vantiv stores historical data on all transactions in an IBM DB2 database, which is readily accessible
by our clients through Direct, our online reporting system. Summary data is stored for 36 months,
while detailed transaction data is stored for 18 months.

197. What are the ad hoc reporting capabilities?

Direct has, as a standard feature, a superb ad-hoc reporting tool that was custom written by Vantiv to
provide our customers with a product that is easy to use, without sacrificing any of its powerful
features. With our Report Creator, users can pick from a standard suite of reports (reports created
based on requests from our existing merchant customers), or create their own reports based on their
company's specific business requirements. Reports are run against our relational database using your
specific sorts, filters, fields (settlement data contains over 56 different fields to choose from), and date
range. Once the report has been run it can be viewed, printed, modified, or exported to a comma
delimited format to be used in other 3rd party software packages. Created reports can then be saved
to either a private (only the user who created it can use it), or public folder (any one at the chain level
can view/run).

Vantiv also provides our clients with the ability to generate ad hoc reports with extracted information
based on user-defined parameters. Our Vantiv Direct back-office management support system has the
ability to provide custom activity file generation and a report writing capability. These capabilities can
be automated through two of the most requested features - Agents and a Scheduler. An Agent is an
automated means of completing a set of routing tasks in Vantiv Direct. The Scheduler provides a

49

convenient means to automate pre-defined Agents. The combined processing capabilities of these
systems provide a powerful tool to our customers for the ongoing creation of special reporting files.
Vantiv Direct uses the data warehouse maintained by our host systems to provide custom reports and
data file exporting. Modifications can occur by you through our "ad hoc" custom report writer and
exporting capabilities or through our Relationship Management Team.

The Report Writer was developed to support the new data query capabilities that can be accessed
through the IBM DB2 system, which was installed to support the extensive data warehouse capabilities
of the Direct system. Over 56 fields of settlement data can be utilized to create a report customized to
meet any need you may have. This information can be also exported into an Excel spreadsheet or any
other reconciliation package utilized by you.

198. What is the process for adding new locations and closing existing locations?

Upon execution of our Client Services Agreement, TrustCommerce assigns a dedicated
Implementation Manager to support merchants through the integration process. The Implementation
Manager works with the Business Development team through the discovery and product alignment
process and provides a formal project plan to complete the integration. The Implementation Manager
remains the primary contact through the course of integration up through the Go Live date.

199. What are your established turnaround times for research items?

Most of the research tasks that were formerly handled by our client services staff can now be satisfied
through the online information retained by our Direct system. For the most part, we no longer track
turn-around time frames for research items, since our clients can typically get this information from
our online data warehouse. For items that cannot be satisfied through Direct, additional research is
usually required to resolve the issue. For these inquiries, which are typically routed to our Client
Services Level II support representatives, we have established a two day resolution time frame.
However, since many of these research requests require outside support through the card networks,
longer time frames may be required to satisfy the research request. For these items that require
additional research, our average turn-around time frames for Client Services Level II requests has
been approximately 3 days. This research period exceeds our service goal of 2 days. Most of the
additional time required to resolve Level II requests is due to delays in receiving required research
information from third parties.

200. What are your e-check (ACH) capabilities?

TrustCommerce provides ACH payment processing through various partners. In most cases, both
TrustCommerce and the ACH processing platform offer support of negative databases, which allow
the restriction of transactions that are submitted by account number, IP addresses, zip code, and
more. Full controls of these features are provided to the merchant that allow definition and
management of settings through our online interface.

50

201. Please describe your process for adding users to your online reporting tools?

Your Relationship Manager will help setup additional users to Direct.

202. Is your system able to accommodate customers who process through Convio, T-2, Quibica
Conqueror, Vendini, Protobase,and Shift 4. If yes, identify which ones are currently boarded on your
platform. For each of the above vendors, provide the number of current merchant processing
customers that use these vendors.
Vantiv can work with a majority of the providers listed above. We need additional information on
versions and connectivity in order to provide integration information.

L. Transition to Contract

203. Provide a statement of the transition requirements to implement the contract.

Initially, the Implementation Manager assigned to this project will act as the single point of contact for
issue resolution. Once successfully integrated and in production, an Account Manager will take over as
the primary customer liaison. Additionally, TC Client Support Service Associates are available to
provide routine support for basic client issues, such as resolving username and password problems.
Depending on the severity and urgency of an issue, each of these roles has a direct path to escalate
issues to Systems Operations, Software Development, Technical Operations, or the Chief Technical
Officer, as warranted.

A full organizational chart may be provided upon request.

204. Submit a work plan with key events and milestones. Your response should include the following:
a. Identification of tasks to be performed and equipment to be provided any by whom
b. Time frames to perform the identified tasks

The development of a detailed conversion plan is a critical element of the ongoing coordination of a
conversion project. The conversion plan provides a detailed listing of the tasks that must be
completed to successfully migrate processing to our systems. The conversion plan outlines each
task, task responsibility, due dates, completion dates and related information needed to plan and
manage a conversion project. The quality of the conversion plan affects the ultimate success of a
project, and we work closely with our clients to develop detailed project plans that clearly define
the steps that must be completed during the conversion process. For complex client conversions, a
separate conversion project would be developed for every major processing interface (e.g. Host-to-
Host, Batch Authorization, Dial, SSL over the Internet, etc.). This approach allows us to focus on
the tasks associated with each processing environment.

51

Conversion Management
Your Senior Relationship Manager is responsible for overseeing the conversion and for the
ongoing support of your account after the conversion. Our Senior Account Managers are
supported by a team of support personnel that work closely together to convert your card
processing to our systems. The Senior Relationship Manager oversees the initial planning, ongoing
execution, and final completion of the tasks required to convert and support your authorization,
settlement, reporting, funding and any other critical processing functions. Senior Relationship
Managers work with our conversion support teams to develop a comprehensive conversion plan
that outlines support tasks, task responsibility, and target completion dates. These Relationship
Managers also schedules regular conference calls (usually weekly throughout the conversion
project) to ensure all customer and internal personnel are aware of outstanding support issues.

A back-up Relationship Manager will be assigned to support your Senior Relationship Manager
during the conversion. The back-up Relationship Manager assists the Senior Relationship
Manager and handles a variety of planning and management tasks. The back-up Relationship
Manager also reviews your account needs with the Senior Relationship Manager to ensure our
systems have been properly configured and all required support tasks completed. Support groups
which assist your Senior Relationship Manager and our back-up Relationship Manager during the
conversion include our certification and testing, terminal support, network control, bankcard and
chargeback operations, risk management, sales support, programming, technical support,
communications support, and PC Development groups. This Relationship Manager and support
team approach may be different from the support provided by other processors, but we are very
confident this approach provides the critical primary and secondary support resources needed to
support your bankcard processing.

Once the project is officially kicked-off, TrustCommerce will work with the Project managers
from all teams to clearly identify the tasks, milestones, and overall timelines for the specific
requirements of the project. For the purposes of this document, we have provided some
standard project tasks and milestones to communicate anticipated effort and work.
a. Project Kick-Off (1 week)
i. Introductions
ii. Roles and Responsibilities
iii. Communication Paths
iv. Project Plan/Scope
v. Schedule Recurring Meetings
b. Discovery & Design (2-3 weeks)
i. Product Alignment & Recommendation
c. Requirements Gathering and Refining (2-4 weeks)
i. Products and Services

52

ii. Devices
iii. PCI/Security Scope
d. Define Merchant Location & Hierarchy (2-4 weeks)
i. Creation of Merchant IDs (Vantiv)
ii. Creation of Customer IDs (TrustCommerce)
e. Hardware/POS Device Orders (1 week)
f. Sandbox Environment (1 week)
i. Define Test Credentials
ii. Test Environment Limitations
g. Development (2-8 weeks)
i. Provide Technical Documentation
ii. Technical Build
iii. Technical and Functional Support
h. Testing and Certification (1-3 weeks)
i. Deliver Test Scripts
ii. Attended/Unattended Testing
iii. Revisions and Bug Fixes
iv. Certification
i. Production (1-2 weeks)
i. Production Validation Transactions
ii. Migration and Roll-out Strategy
iii. Identify Risks and Mitigation Plan
iv. Post-Conversion Support Plan
v. Go-Live
j. Ongoing Maintenance and Support (2 weeks)
i. Production Monitoring
ii. Define Roles and Resources
iii. Contact Information and SLAs

205. List any compliance requirements and strategies for federal, state and local governmental regulations,
insurance requirements including workers compensation, licenses and permits, if any and any other
regulations as appropriate.

53

DATA SECURITY ADDENDUM TO THE BANK CARD MERCHANT AGREEMENT

This Addendum sets forth certain duties and obligations of Processor with respect to the protection,
security and privacy of Cardholder Data as defined and required by the Payment Card Industry Data
Security Standards (PCI-DSS) and shall be an Addendum to the Bank Card Merchant Agreement,
and all Schedules, Exhibits and Amendments thereto (the Agreement). In the event of a conflict
between the Agreement and this Addendum, this Addendum shall control. This Addendum shall not
be construed to limit or relieve Merchant from any of its obligations under any law or rule, or
otherwise in the Agreement. Capitalized terms not defined in this Addendum or in the Agreement
shall have the meaning set forth in the PCI-DSS.
1. At all times during the Initial Term and any subsequent renewal periods (Term) of the
Agreement, Processor shall (i) maintain its PCI-DSS certification, (ii)be validated as a PCI-DSS
compliant service provider, and (iii) ensure that each of its proprietary systems used to provide
Services under the Agreement remain PCI-DSS compliant. In the event Processor is deemed
not to be in compliance with PCI-DSS, Processor shall make commercially reasonable efforts to
become compliant and maintain compliance thereafter. As of the execution of the Agreement,
PCI-DSS information and standards can be found at the Payment Card Industry Security
Council website at https://www.pcisecuritystandards.org/index.htm.

2. Processor acknowledges responsibility for the physical security of Cardholder Data while in
the possession of Processor and shall at all times adhere to the PCI-DSS to the extent applicable
to Processor in its provision of Services to Merchant.

3. Processor shall use commercially reasonable efforts to secure and defend its proprietary
systems against a breach, intrusion, or other unauthorized access of Cardholder Data in the
possession of Processor (Processor Security Incident). In the event of a Processor Security
Incident impacting Merchant, Processor shall notify Merchant in the manner and within the
timeframes required by PCI-DSS.

4. Processor shall maintain an internal response process to manage and take corrective action
designed to ensure security of Cardholder Data in the event of a Processor Security Incident.

5. Processor shall maintain an information security policy (the Policy) which will be (i)
administered by an individual or team with the knowledge to do so and (ii) reviewed and
updated on an annual basis. Processor shall provide its standard summary of its Policy no more
than once per year at Merchants request. This summary shall be provided at no cost to
Merchant. Processor will have processes in place designed to ensure that Processor employees
engaged in the provision of Services to Merchant are aware of and in compliance with the
security responsibilities as set forth in the Policy.

54

6. Upon at least 30 days notice to Processor, at Merchants sole expense and no more often than
once per calendar year, Merchant may examine evidence of validated compliance with the PCI-
DSS in support of the Services provided to Merchant under the Agreement.

7. Processor agrees to maintain the following insurance coverage throughout the Term of the
Agreement. Proof of insurance may be provided to Merchant at Merchants request.
(a) Commercial General Liability Insurance with limits of not less than $1 million
per occurrence for bodily injury, personal injury and property damage. Coverage must
include the following: blanket contractual liability, products and completed operations,
independent contractors, severability of interest and waiver of subrogation against all parties
described as additional insureds.

(b) Workers Compensation Insurance in compliance with statutory limits and
Employers Liability Insurance with limits of not less than $1 million per occurrence.

(c) Crime Insurance, including third party crime coverage, covering the loss of
Vantiv and/or its customers' money, securities or other property resulting from the forgery or
the unlawful taking of Vantiv and its customers' money, securities or other property by an
employee of Company or of an employee of Company's subcontractors. This insurance
shall have limits no less than $5 million per occurrence and shall be maintained during the
Term of this Agreement and for at least two years thereafter.

(d) Professional Liability/Errors & Omissions with limits not less than $5 million per
claim and in aggregate. Such coverage must include the following:
1. Professional Liability Insurance covering actual or alleged acts, errors or
omissions committed by the Company, its agents or employees, arising out of the
performance of this Agreement.

2. Computer Security and Privacy Liability covering actual or alleged acts, errors
or omissions committed by the Company, its agents or employees. The policy
shall expressly provide, but not be limited to, coverage for the following perils:
i. unauthorized use/access of a computer system
ii. defense of any regulatory action involving a breach of privacy
iii. failure to protect confidential information (personal and commercial
information) from disclosure
iv. notification costs, whether or not required by statute.
v.
Timelines will depend upon the products selected and if there are any customizations to be completed.
In general, if we are using a product without enhancements, we can be up and running within a few
weeks to allow for production account creation, testing, and training. If development is needed, then
we will create a requirements document, a statement of work, and get a timeline from the Professional
Services team to determine the length of the project.

55

TrustCommerce relies on an implementation methodology that focuses on delivering a high-quality
solution for each of our clients. This phased-approach technique ensures sufficient time is allotted for
gathering the clients detailed requirements and aligning them to a best-fit TrustCommerce solution.
Every effort is made to accommodate each clients unique business requirements, including expedited
timeframes and customization request.

TrustCommerce will initially provide an estimated project plan outlining the expected project
deliverable dates including defined high-level implementation milestones based on the current
information.

Upon commencement of the project, TrustCommerce will work with you to evaluate the proposed
solution and project timeline for any changes or adjustments. If changes are deemed necessary a new
project plan highlighting the impacts to the project will be redistributed to all team members
accordingly.
TrustCommerce has a fully functional test environment that is available 24/7. We provide a test
account in our demo environment to our clients for as long as they want it. Many continue to use the
test account for future development projects, evaluation of new products, or training for new staff.

TrustCommerce can provide onsite, webinar, and telephone-training sessions as needed. Depending on
the requirements, training sessions can be organized into Train-the-User or Train-the-Trainer lessons.
In all cases, sufficient training materials are made available for reference and future training needs.

206. What difficulties do you anticipate in transitioning, and how do you plan to manage these?

We do not anticipate any difficulties transitioning. We will address any concerns on our weekly status
calls and correct any issues.

M. Fees for Section VII Subsections D, E, F, H, and I

207. Please complete Exhibit A by inserting the price per unit for each service listed. Additional space
(indicated as Other Not Elsewhere Listed) has been provided at the bottom of the exhibit in the
event there are other fees for services that you need to disclose or quote that are not listed in this
exhibit that pertain to services under section VII, subsections D, E, F, H, and I. Then insert in the
Total Cost column the product of the price per unit (B) and number of units (A) for each service
description row. Failure to complete this Exhibit A may disqualify your proposal from
consideration.
N. Fees for Section VII Subsection J (Pay Card Services)

208. Please complete Exhibit D by inserting the price per item for each service listed. Please attach an
additional page in the event there are other fees for services that you need to disclose or quote that are

56

not listed in this exhibit that pertain to services under section VII, subsection J (Pay Card Services).
Failure to complete this Exhibit D may disqualify your proposal from consideration.

O. Fees for Section VII Subsection K (Merchant Card Processing Services)

209. The System requires the interchange plus method of pricing for bank card processing. The System is
aware that the Visa and MasterCard networks publish an interchange program matrix with the rate
per sales transaction and the per item charge varying depending on the program rate category.
Therefore, in the Bank Card Rates section, only quote your up charge (expressed as a percent of
sale in the % of Sale Fee column, and so many cents per item in the Per Item Fee column) for
processing a Visa or MasterCard transaction. Do not add your up charge to the standard interchange
rates established by Visa and MasterCard. The assumption is that you do not charge any fees for non-
bank cards (e.g. American Express and Discover). If you intend to propose such a fee, please provide
this information in the Other Fees section of Exhibit C. Failure to complete this Exhibit C may
disqualify your proposal from consideration.

57

EXHIBIT A

ESTIMATED MONTHLY VOLUMES &
FEE SCHEDULE TEMPLATE

For Items D, E, F, H, and I of Section VII

SERVICE DESCRIPTION
# of
Units
(A)
Price per
Unit
(B)
Total Cost
=
A x B
Depository Services

Account Maintenance 16
Banking Center Deposit 71
QBD/Night Drop Deposit 4
Vault Deposit 942
Item Processing Deposit 75
Debits Posted-Other 7
Deposit Correction-Non-Cash 7
General Checks Paid Truncated 3,162
DDA Stmt Per acct. via internet 104
Paper Statement Mailed 1
Stop Pay Inquiry via internet 26
Paid Item Inquiry via internet 32
Tfr Master Acct. Maint 1
Tfr Subsidiary Acct. Maint 15
Depository + Sub Acct. Maint 115
Returns-Chargeback 25
Cks Deposited Un-Encoded Items 6,126
Cks Deposited Foreign Items 3
Stop pay Automated<=12 Months 27

58

Debits Posted-Electronic 324
Credits Posted-Other

Credits Posted-Electronic 3,399
Deposit Account Statements 130
COMMERCIAL DEPS-CASH VAULT

CURR/COIN/DEP/$100-QBD-ND 16
CURR/COIN DEP/$100-BKG CTR 95
CURR/COIN DEP/$100-VLT 10,969
Coin Deposit-Non Std Bag-Vlt 17
Currency Supp/$100-Nonstd-Vlt 43
Deposit Correction-Cash 4
Coin Supp/Roll-Vlt 2
Coin Supp/Roll-Box-Vlt 300
Currency Supp/$100-Std-Vlt 150
Dep conditiioning-Surchg-Vlt 20
Change Order-Auto-Vlt 6
GENERAL ACH SERVICES

ACH Optional Rpts-Electronic 88
ACH Blocks Auth. Instructions 102
ACH Blocks Auth. Maintenance 15
ACH INPUT-ECHANNEL 20
ACH INPUT-PC/Internet

ACH MONTHLY MAINTENANCE 25
ACH ADDITIONAL SET UPS

ACH INPUT-FILE 33
CONSUMER ON US CREDITS 5,456
CONSUMER OFF US CREDITS 20,192
ACH RETURN ITEM 12
ACH RETURN ITEM 27
ACH RETURN ITEM 4

59

ACH RETURN ITEM 82
ACH RETURN ITEM 3
ACH RETURN ITEM 2
ACH NOTIFY OF CHANGE (NOC) 18
ACH DELETE/REVERSAL 22
ACH DELETE/REVERSAL 1
CONSUMER ON US DEBITS 56
CONSUMER OFF US DEBITS 18
CORPORATE ON US CREDITS 635
CORPORATE OFF US CREDITS 3
CORPORATE OFF US CREDITS 2,114
CORPORATE ON US DEBITS 1,295
CORPORATE OFF US DEBITS 317
CORPORATE OFF US DEBITS 4,369
ACH ORIGINATED ADDENDA 19,128
ACH STANDARD RPTS-ELECTRONIC 215
ACH CREDIT RECEIVED ITEM 3,281
ACH DEBIT RECEIVED ITEM 399
WIRE TRANSFER

WIRE MODULE MAINTENANCE SVCS 1
ELEC WIRE OUT-DOMESTIC 121
INCOMING DOMESTIC WIRE 87
WIRE ADVICE PHONE 1
ELEC WIRE BK MNT TEMP STORAGE 67

60

INCOMING USD INTL WIRE-CHG OUR 12
INCOMING FX INTL WIRE

INCOMING FX INTL WIRE-CHG OUR

BOOK CREDIT 2
ACCOUNT RECONCILIATION

AR PARTIAL MAINT-PAPER RPTS 6
PARTIAL PPAY ITEM 3,160
ARP RECON TRANS END OF CYCLE 6
ELECTRONIC PPAY MAINT 9
INFORMATION SERVICES

PREM EMAIL SCHED 11
SUBSCRIPTION ONLINE 1
PREV DAY ITEM BUNDLED 1
CURR DAY ITEM BUNDLED 1
PREM IR MAINTENANCE 1
PREM PDR ACCOUNT 131
PREM PDR ITM STORED 2 MTH 29,648
PREM CDR ACCOUNT 14
PREM CDR ITEM 4,493
PREM RESEARCH ITEM 978
GCS TRANSACTION HISTORY 2
PREVIOUS DAY MAX ITEM - Web 8,824
PREVIOUS DAY ACCT STD ITEM - Web 3
CURRENT DAY ACCT Via Web

CURRENT DAY STD ITEM Via Web 3,802
PREVIOUS DAY EXT ITEM Via Web 6,607
INTERNATIONAL

ELEC WIRE OUT-USD INTL 6
INCOMING USD INTL WIRE 3
BANK ASSISTED DRAFT-FX INTL 1

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ELEC WIRE OUT-INTL FX 4
WEB MODULESERVICES

WEB USER FEE 15
WEB ELEC-ENROLLMENT 3
IMAGE

CD ROM MAINTENANCE 6
CD ROM PER IMAGE 5,755
CD ROM DISK 4
IMAGE ARCHIVE - 90 DAYS 1,107
IMAGE ARCHIVE Via Web 119
IMAGE RETRIEVAL Via Web 73
OTHER NOT ELSEWHER LISTED

62

EXHIBIT B
MERCHANT CARD STATISTICS

Estimated annual sales transactions:

Card Type Count Amount Avg. Ticket
DISCOVER 42,444 $10,532,383 $248
AMERICAN EXPRESS 32,196 $11,048,623 $343
MASTERCARD 318,060 $41,938,377 $132
VISA 388,740 $35,132,559 $90
Total 781,440 $98,651,942

Estimated annual chargeback activity:

Year # of Chargebacks $ Chargebacks
2012 YTD 44 $15,495
2011 86 $49,798
2010 51 $17,812

63

EXHIBIT C

MERCHANT CARD SERVICES
FEE TEMPLATE

Type Transaction Description
% of
Sale
Fee
(1)

Per
Item
Fee
(1)

Billing Frequency
Bank Card
Rates

$.020
Per Transaction
Visa &
MasterCard IP Authorization Method

$0 Per authorization
Visa &
MasterCard Dial-up Authorization Method

Visa &
MasterCard SSL Authorization Method


Fees Additional Location Setup Fee NA

$0 Per new setup
Minimum Monthly Discount Fee NA

$0 Monthly
Voice AVS Fee
$0
Per occurrence
Chargeback Fee
$15.00
Per occurrence

Other Fees (list
if applicable)

Setup Fee
$349.99
One Time Fee

64

Equipment
POS Terminal
Make: ID Tech
Model: Secure Mag
NA

$106.00

Per unit purchase
price
PIN Pad- Secure Key M130 NA

$150.00
Per unit purchase
price

Manual Imprinter- Secure Key
M120 NA

$150.00
Per unit purchase
price

(1)
Excludes Visa and MasterCard networks published interchange rate per sales transaction processed and
the per item charge, which varies depending on the program rate category for each processed transaction.

65

EXHIBIT D

PAY CARD FEE TEMPLATE

CARDHOLDER FEES:
PRICE PER
ITEM
Monthly Maintenance Fee
In-network ATM Withdrawal - Domestic
ATM Withdrawal - International
ATM Balance Inquiry - Domestic
ATM Balance Inquiry - International
ATM Decline
Signature POS Purchase
PIN POS Purchase
PIN POS Decline
PIN POS Return
PIN POS Return Decline
Hometown Transfer Fee (Bank Transfer - ACH)
Lost/Stolen Replacement

CARHOLDER FEES: LIVE OPERATOR ASSISTANCE
Balance Inquiry
Card Research (Per Hour)
Loading Purchasing a TRANSCHECK
Verification of a TRANSCHECK

CARDHOLDER FEES: (Manual Fees Charged by Bank)
NSF Debit

66

Duplicate Monthly Statement

EMPLOYER FEES
Implementation
Fee Per Card Kit
ACH Load Fee
One Time Fee for funding account set-up
Maintenance/Service Fee for funding account
Per load immediate funding
On-site implementation services
Marketing Materials in Electronic (.pdf) format
Generic Printed Materials a la carte:
Payroll Stuffers (per pack of 25)
Posters
Bilingual Mini-Brochure (per pack of 25)
Materials (per pack of 25)
Customized Marketing & Materials Development

67

Section 3: Exceptions to General Terms and Conditions

SECTION IV
GENERAL TERMS AND CONDITIONS

4.1 GENERAL:

These General Terms and Conditions are an example of what may be a part of any contract which may be
awarded resulting from this RFP. Irrespective of those contained in this RFP, the System reserves the right
to require additional or modified contract terms and conditions with the successful entity that are in the
Systems best interest.
4.2 DEFINITIONS:

Whenever the following terms are used in these General Terms and Conditions or in the other Contract
Documents the intent and meaning shall be interpreted as follows:

4.2.1. Contract Documents shall mean the documents that form the Contract between the System and the
Contractor. The Contract Documents consist of the Services Agreement, Alternative Dispute Resolution
Clause Agreement, Conditions of the Contract (this Section 4 - General Terms and Conditions, and any
Additional or Special Conditions issued for this RFP), Specifications, Pricing and Delivery Schedule,
Execution of Offer, Respondent's completed Questionnaire, and all Addenda and Amendments issued prior
to and after the execution of the Contract.

4.2.2. System shall mean The University of Houston System and its components.

4.2.3. Respondent shall mean the individual, partnership, corporation, or other entity responding to this
RFP.

4.2.4. Contractor shall mean the individual, partnership, corporation, or other entity awarded a Contract for
Custody Services under this RFP, in accordance with the terms, conditions, and requirements herein.

4.2.5. Project shall mean the complete undertaking by Contractor to provide the goods and/or services
contemplated by the Contract.

4.3 ENTIRE AGREEMENT:

68

The Contract Documents, for all intents and purposes, are intended as the complete and exclusive statement
of the agreement between the System and the Contractor and supersede all prior or contemporaneous
agreements, negotiations, course of prior dealings, or oral representations relating to the subject matter
hereof.

The terms and conditions of any purchase order, agreements, amendments, modifications, or other
documents submitted by either party which conflict with, or in any way purport to amend or add to any of the
terms and conditions of the Contract are specifically objected to by the other party and shall be of no force or
effect, nor shall govern in any way the subject matter hereof, unless set forth in writing and signed by both
parties, subject to the provisions of paragraph 3.4.A hereof.

4.4 TIME OF PERFORMANCE:

Time is of the essence in the rendering of services hereunder. Contractor agrees to perform all obligations
and render services set forth per the Contract in accordance with the schedules herein and as mutually agreed
upon between the System and Contractor during the term of the Contract.

4.5 DEFAULT:

In the event that the Contractor fails to carry out or comply with any of the terms and conditions of the
Contract with the System, the System may notify the Contractor of such failure or default in writing and
demand that the failure or default be remedied within ten (10) days; and in the event that the Contractor fails
to remedy such failure or default within the ten (10) day period, the System shall have the right to cancel the
Contract.

Without limiting the foregoing, the following shall constitute a material breach by the Contractor, upon the
occurrence of which the Contractor shall immediately notify the System: the Contractor ceases its business
operation, makes a general assignment for the benefit of creditors, is adjudged bankrupt, and becomes
insolvent, buyout or merger, or non-compliance to governmental requirements.

The cancellation of the Contract, under any circumstances whatsoever, shall not effect or relieve Contractor
from any obligation or liability that may have been incurred or will be incurred pursuant to the Contract and
such cancellation by the System shall not limit any other right or remedy available to the System at law or in
equity.

4.6 REPORTS:

69

All reports due to the System shall be received no later than the time period agreed upon by the System and
the Contractor.

4.7 CONTRACT AMENDMENTS:

The Contract may be amended within the Contract period by mutual consent of the parties. No modification
or amendment to the Contract shall become valid unless in writing and signed by both parties. All
correspondence regarding modifications or amendments to the Contract must be forwarded to the Systems
Office of Contract Administration for prior review and approval.

4.8 INDEPENDENT CONTRACTOR STATUS:

Contractor recognizes that it is engaged as an independent contractor and acknowledges that the System will
have no responsibility to provide transportation, insurance, taxes or other fringe benefits normally associated
with employee status. Contractor, in accordance with its status as an independent contractor, covenants and
agrees that it shall conduct itself consistent with such status, that it will neither hold itself out as nor claim to
be an officer, partner, employee or agent of the System by reason hereof, and that it will not by reason hereof
make any claim, demand or application to or for any right or privilege applicable to an officer, partner,
employee or agent of the System, including, but not limited to, unemployment insurance benefits, social
security coverage or retirement benefits. Contractor hereby agrees to make its own arrangements for any of
such benefits as it may desire and agrees that it is responsible for all income taxes required by applicable
law.

4.9 COMPLIANCE WITH LAW:

The Contractor shall comply with all laws, ordinances, rules, orders, and regulation of federal, state and
municipal governments applicable to the operation of the Contractor.

Contractor is aware of, is fully informed about, and in full compliance with its obligations under existing
applicable law and regulations, including Title VI of the Civil Rights Act of 1964, as amended (42 USC
2000(D)), Executive Order 11246, as amended (41 CFR 60-1 and 60-2), Vietnam Era Veterans Readjustment
Act of 1974, as amended (41 CFR 60-250), Rehabilitation Act of 1973, as amended (41 CFR 60-741), Age
Discrimination Act of 1975 (42 USC 6101 et seq.), Non-segregated Facilities (41 CFR 60-1), Omnibus
Budget Reconciliation Provision, Section 952, Fair Labor Standards Act of 1938, Sections 6, 7, and 12, as
amended, Immigration Reform and Control Act of 1986, and Utilization of Small Business Concerns and
Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals
(PL 96-507), the Americans with Disabilities Act of 1990 (42 USC 12101 et seq.), the Civil Rights Act of
1991 and all laws and regulations and executive orders as are applicable.

70

4.10 SYSTEMS RIGHT TO AUDIT:

At any time during the term of this Contract and for a period of four (4) years thereafter the System or a duly
authorized audit representative of the System, or the State of Texas, at its expense and at reasonable times,
reserves the right to audit Contractor's records and books relevant to all services provided under this
Contract. Contractor further agrees to cooperate fully with the System, its audit representative, the State
Auditors Office, or any successor agency, to conduct an audit or investigation, including providing all
records requested. Contractor will ensure that this clause concerning the authority to audit funds received
indirectly by subcontractors through Contractor, if applicable, and the requirement to cooperate is included
in any subcontract it awards in the providing of goods or services under this Contract with the System. In the
event such an audit by the System, its audit representative, the State Auditors Office, or any successor
agency, reveals any errors/overpayments by the System, Contractor shall refund the System the full amount
of such overpayments within thirty (30) days of such audit findings, or the System, at its option, reserves the
right to deduct such amounts owing the System from any payments due to the Contractor.

4.11 ACCESS TO DOCUMENTS:

To the extent applicable to this procurement, in accordance with Public Law 99-499 under TEFRA,
Contractor agrees to allow, during and for a period of not less than four (4) years after the Contract term,
access to this Contract and its books, documents, and records; and contracts between Contractor and its
subcontractors or related organizations, including books, documents and records relating to same, by the
Comptroller General of the United States, and their duly authorized representatives.

4.12 TITLE AND RISK OF LOSS:

For goods to be provided by Contractor hereunder, if any, the title and risk of loss of the goods shall not pass
to the System.

4.13 ACCEPTANCE OF PRODUCTS AND SERVICES:

All products furnished and all services performed under this Contract shall be to the satisfaction of the
System and in accordance with the specifications, terms, and conditions of the Contract. The System
reserves the right to inspect the products furnished or the services performed, and to determine the quality,
acceptability, and fitness of such products or services.

4.14 TAXES

71

The Contractor will comply with all applicable permits and licenses and pay all taxes applicable under
Federal, State and local laws and comply with all requirements of applicable laws, regulations, and standards
required of the Contractor to perform the services pursuant to the Contract Documents.

4.15 INSURANCE:

In the event the Contractor, its employees, agents or subcontractors, enter premises occupied by or under the
control of the System in the performance of the Contract, the Contractor shall, prior to commencement of
work, provide the System with Certificates of Insurance, as required in Exhibit E, and shall maintain such
coverage in effect for the full duration and possible renewals of the Contract.

4.16 INDEMNIFICATION:

Contractor agrees to hold the System, its regents, officers, agents and employees harmless and free from any
loss, damage, or expense arising out of any occurrence relating to this Contract or its performance and will
indemnify the System, its regents, officers, agents, employees, and students and assigns against any damage
or claim of any type arising from the acts or omission (including negligence) of the Contractor, its agents,
employees, subcontractors, and/or assigns.

A. CONTRACTOR SHALL PROTECT AND INDEMNIFY THE SYSTEM FROM AND
AGAINST ALL CLAIMS, DAMAGES, JUDGMENTS AND LOSS ARISING FROM
INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY UNITED STATES
PATENT, OR COPYRIGHT, ARISING BY OR OUT OF ANY OF THE SERVICES
PERFORMED OR GOODS PROVIDED HEREUNDER OR THE USE BY
CONTRACTOR, OR BY THE SYSTEM AT THE DIRECTION OF CONTRACTOR, OF
ANY ARTICLE OR MATERIAL, PROVIDED THAT UPON BECOMING AWARE OF A
SUIT OR THREAT OF SUIT FOR PATENT OR COPYRIGHT INFRINGEMENT, THE
SYSTEM SHALL PROMPTLY NOTIFY CONTRACTOR AND CONTRACTOR SHALL
BE GIVEN FULL OPPORTUNITY TO NEGOTIATE A SETTLEMENT. CONTRACTOR
DOES NOT WARRANT AGAINST INFRINGEMENT BY REASON OF THE SYSTEM'S
DESIGN OF ARTICLES OR THE USE THEREOF IN COMBINATION WITH OTHER
MATERIALS OR IN THE OPERATION OF ANY PROCESS. IN THE EVENT OF
LITIGATION, THE SYSTEM AGREES TO COOPERATE REASONABLY WITH
CONTRACTOR AND PARTIES SHALL BE ENTITLED, IN CONNECTION WITH ANY
SUCH LITIGATION, TO BE REPRESENTED BY COUNSEL AT THEIR OWN
EXPENSE.

B. The indemnities contained herein shall survive the termination of any agreement or purchase
order for any reason whatsoever.

4.17 FORCE MAJEURE:

72

If either the System or Contractor (individually, a Party) is delayed at any time in the performance
of its obligations hereunder by economic industry-wide strikes, fire, unusual delay in deliveries,
unavoidable casualties, or other causes reasonably beyond such Partys control and which could not
have been reasonably anticipated by such Party, then the time for performance of such Party shall be
extended by one (1) day for each day of such delay.
4.18 OTHER BENEFITS:

It is understood and agreed that no benefits, payments or considerations received by Contractor for the
performance of services associated with and pertinent to the resultant Contract shall accrue, directly or
indirectly, to any employees, elected or appointed officers or representatives, or any other person identified
as agents of, or who are by definition an employee of, the State of Texas.

4.19 NON-DISCLOSURE:

Contractor and the System acknowledge that they or their employees may, in the performance of the
resultant Contract, come into the possession of proprietary or confidential information owned by or in the
possession of the other. Neither party shall use any such information for its own benefit or make such
information available to any person, firm, corporation, or other organization, regardless of whether directly
or indirectly affiliated with Contractor or the System, unless (i) required by law, (ii) by order of any court
or tribunal, (iii) such disclosure is necessary for the assertion of a right, or defense of an assertion of a
right, by one party against the other party hereto, or (iv) such information has been acquired from other
sources.

4.20 PUBLICITY:

Contractor agrees that it shall not publicize this Contract or disclose, confirm or deny any details thereof to
third parties or use any photographs or video recordings of the System's employees or use the System's name
in connection with any sales promotion or publicity event without the prior express written approval of the
System.

4.21 SEVERABILITY:

In case any provision hereof, or of any resulting agreement or purchase order, shall, for any reason,
be held invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect
any other provision thereof, and this Contract shall be construed as if such invalid or unenforceable
provision had not been included herein.
4.22 NON-WAVIER OF DEFAULTS:

No delay or omission by either of the parties hereto in exercising any right or power accruing upon
the non-compliance or failure of performance by the other party hereto of any of the provisions of
this Contract shall impair any such right or power or be construed to be a waiver thereof. A waiver

73

by either of the parties hereto of any of the covenants, conditions or agreements thereof to be
performed by the other party hereto shall not be construed to be a waiver of any subsequent breach
thereof or of any other covenant, condition or agreement therein contained.

4.23 ASSIGNMENT:
The agreement with Contractor is a personal service contract for the services of Contractor, and Contractor's
interest in such agreement, duties hereunder and/or fees due hereunder may not be assigned or delegated to a
third party. The benefits and burdens of this agreement are, however, assignable by the System.

4.24 ASSIGNMENT OF OVERCHARGE CLAIMS:

Contractor hereby assigns to the System any and all claims for overcharges associated with the Contract
arising under the antitrust laws of the United States, 15 U.S.C.A., Sec. 1 et seq. (1973), or arising under the
antitrust laws of the State of Texas, Texas Business and Commerce Code Annotated, Sec. 15.01, et seq.
(1967).

4.25 PATENT AND COPYRIGHT:

Contractor shall pay for any royalties, license fees, copyrights or trade and service marks required to perform
the services required by this Contract.

4.26 TEXAS PUBLIC INFORMATION ACT:

System considers all information, documentation and other materials requested to be submitted in response
to this solicitation to be of a non-confidential and/or non-proprietary nature and therefore shall be subject to
public disclosure under the Texas Public Information Act (Texas Government Code, Chapter 552.001, et
seq) after a contract is awarded.

Respondents are hereby notified that the System strictly adheres to all statutes, court decisions, and opinions
of the Texas Attorney General regarding the disclosure of RFP information.

4.27 FREEDOM OF ACCESS AND USE OF FACILITIES:

The Contractor's employees shall have reasonable and free access during normal business hours to use only
those facilities of the System that are necessary to perform services under this Contract and shall have no
right of access to any other facilities of the System.
4.28 OBSERVANCE OF SYSTEM RULES AND REGULATIONS:

74

The Contractor, its agents, employees or subcontractors are made aware of, fully informed about, and in full
compliance with its obligations under the following regulations, unless otherwise exempt:

The Contractor shall comply with all applicable rules including without limitation, those relative
to environmental quality, safety, fire prevention and noise.
The System is a smoke-free environment. Smoking, is prohibited in any System building or
facility unless otherwise posted.
The Contractor is responsible to ensure all its employees, personnel, or representatives entering
onto UH facilities abide by these provisions.

4.29 SECTION HEADINGS:
All section headings are for convenience of reference only and are not intended to define or limit the scope
of any provisions of this RFP.

4.30 NOTICES:

Any notices required or permitted to be given shall be in writing and effective upon receipt and shall be sent
by certified mail, return receipt requested, postage pre-paid, addressed as follows:

If to Contractor, forward to the Contractor's mailing address provided in the Contract, unless
otherwise amended with proper notice in writing having been given to the System.
If to the System, to the address below unless otherwise amended with proper notice in writing
having been given to the Contractor.

Raymond S. Bartlett
Treasurer
University of Houston
E. Cullen Building, Room 2
Houston, Texas 77204-2009

4.31 GOVERNING LAW
This Contract, including, without limitation, this RFP and any resulting agreement or purchase order, shall be
construed and governed by the laws of the State of Texas.

4.32 DISPUTE RESOLUTION

75

The dispute resolution process provided for in Chapter 2260 of the Texas Government Code must be used by
the System and the Contractor to attempt to resolve all disputes arising under this contract. An Alternative
Dispute Resolution Clause Agreement, signed by the System and Contractor, must be included as a part of
the Contract Documents.

4.33 CONTRACT COORDINATOR

The System will exercise its right and obligations under the Contract through its Treasury Department, who
will serve as Contract Coordinator. All work performed shall be subject to review, coordination and
approval by the contract coordinator. The contract coordinator will, in all cases, determine the quality,
acceptability, and appropriateness of the work provided under contract. The contract coordinator will decide
all questions which may arise as to the fulfillment of the Contract on the part of the Contractor and the
contract coordinators determination and decision will be final and conclusive. In the event work performed
by the Contractor does not conform to the requirements of this Contract as determined by the contract
coordinator, the System, at its option, may request the Contractor to adjust service to the System. All
adjustments or requests will be as mutually agreed upon between the Contractor and the System.

76

Section 4: Annual Reports
Vantiv, Inc.

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Unaudited

(In thousands, except share data)

June 30,
2011
December 31,
2010
Assets
Current assets:
Cash and cash equivalents $ 255,831 $ 236,512
Accounts receivablenet 315,448 344,371
Related party receivable 3,694 2,933
Settlement assets 31,970 29,044
Prepaid expenses 11,447 10,059
Other 9,302 8,031

Total current assets 627,692 630,950
Customer incentives 15,220 9,619
Property and equipmentnet 108,457 81,056
Intangible assetsnet of accumulated amortization of $206,681 and $144,409 respectively 974,327 1,035,891
Goodwill 1,532,374 1,532,374
Deferred taxes 31,303 28,168
Other assets 46,509 52,459

Total assets $ 3,335,882 $ 3,370,517

Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses $ 150,593 $ 163,380
Related party payable 7,575 12,466
Settlement obligations 186,337 229,131
Current portion of note payable to related party 3,480 3,813
Current portion of note payable 12,730 11,938
Deferred income 7,695 3,987
Current maturities of capital lease obligations 6,248 112

Total current liabilities 374,658 424,827
Long-term liabilities:
Note payable to related party 375,946 377,437
Note payable 1,358,900 1,363,090
Capital lease obligations 5,079
Other 15,484 6,407

Total long-term liabilities 1,759,452 1,750,977
Total Liabilities 2,134,110 2,175,804
Commitment and Contingencies (See Note 5)
Equity:

Common stock, $.01 par value; 510,000 shares authorized; 509,305 issued and outstanding at
June 30, 2011 and December 31, 2010 5 5
Paid-in capital 576,309 575,600
Retained earnings 28,731 19,852

77

Accumulated other comprehensive loss (2,486 )

Total Vantiv, Inc. equity 602,559 595,457
Non-controlling interests 599,213 599,256

Total equity 1,201,772 1,194,713

Total Liabilities and Equity $ 3,335,882 $ 3,370,517

See Notes to Consolidated Financial Statements.

78

Vantiv, Inc.

STATEMENTS OF FINANCIAL POSITION


December 31,
2010
December 31,
2009
Assets
Current assets:
Cash and cash equivalents $ 236,512 $ 289,169
Accounts receivablenet 344,371 262,367
Related party receivable 2,933 3,243
Settlement assets 29,044 17,617
Prepaid expenses 10,059 3,928
Other 8,031 3,528

Total current assets 630,950 579,852
Customer incentives 9,619 4,714
Property and equipmentnet 81,056 51,853
Intangible assetsnet 1,035,891 952,284
Goodwill 1,532,374 1,049,150
Other assets 52,459 14,633

Total assets $ 3,370,517 $ 2,661,997

Liabilities and equity
Current liabilities:
Accounts payable and accrued expenses $ 163,380 $ 84,465
Related party payable 12,466 28,778
Settlement obligations 229,131 126,232
Current portion of note payable to related party 3,813 18,750
Current portion of note payable 11,938
Deferred income 3,987 1,739
Other 112 238

Total current liabilities 424,827 260,202
Long-term liabilities:
Note payable to related party 377,437 1,218,750
Note payable 1,363,090
Other 6,407 3,272

Total long-term liabilities 1,750,977 1,239,153
Total liabilities 2,175,804 1,499,355
Commitments and contingencies (See Note 9)
Equity:

Common stock, $.01 par value; 510,000 shares authorized; 509,305 issued and outstanding at
December 31, 2010 and 2009 5 5
Paid-in capital 575,600 573,863
Retained earnings (accumulated deficit) 19,852 (2,141 )

Total Vantiv, Inc. equity 595,457 571,727
Non-controlling interests 599,256 590,915

Total equity 1,194,713 1,162,642

79

Total liabilities and equity $ 3,370,517 $ 2,

Vantiv, Inc.

STATEMENTS OF INCOME


Successor Predecessor

Year Ended
December 31,
2010
Six Months
Ended
December 31,
2009
Six Months
Ended
June 30,
2009
Year Ended
December 31,
2008
Revenue:
External customers $ 1,099,057 $ 476,520 $ 415,792 $ 831,397
Related party revenues 63,075 29,482 28,932 53,521

Total revenue 1,162,132 506,002 444,724 884,918
Network fees and other costs 595,995 254,925 221,680 433,496
Sales and marketing 98,418 32,486 37,561 71,247
Other operating costs 124,383 48,275
General and administrative 58,091 38,058 8,468 8,747
Depreciation and amortization 110,964 49,885 2,356 2,250
Allocated expenses 52,980 114,892

Income from operations 174,281 82,373 121,679 254,286
Interest expensenet (116,020 ) (58,877 ) (9,780 )
Non-operating expenses (4,300 ) (9,100 ) (127 ) (5,635 )

Income before applicable income taxes 53,961 14,396 111,772 248,651
Income tax (benefit) expense (956 ) (191 ) 36,891 96,049

Net income 54,917 14,587 $ 74,881 $ 152,602

Less: Net income attributable to non-controlling interests (32,924 ) (16,728 )

Net income (loss) attributable to Vantiv, Inc. $ 21,993 $ (2,141 )

Net income (loss) per common share attributable to Vantiv, Inc.:
Basic $ 43.18 $ (4.20 )
Diluted $ 43.18 $ (4.20 )
Shares used in computing net income (loss) per common share:
Basic 509,305 509,305
Diluted 509,305 509,305

For more information please refer to our SEC filings.

http://www.sec.gov/Archives/edgar/data/1533932/000104746911009327/a2206092zs-
1.htm#CSFP3

80

Section 5: Examples of Treasury Management Reports


81

Section 6: Examples of Merchant Credit Card Statements and Reports

82

Section 7: Examples of Pay Card Statements

Not applicable only responding to Merchant.

83

Section 8: Additional Information to be Considered as Possible Addition to Scope of
Work or Services Preformed

Mobile payments, hand held point of sale tablets are some of Vantivs next generation solutions. If the
University is interested in Vantivs next generations solutions we can discuss further along in the RFP
process.

84

Section 9: Required Forms

Please see Sample Contract and Insurance Requirements.

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RFP Treasury Management and Merchant Card Services for the University of Houston System

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