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 Marco’s 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.

Payment ProcessingRequest for Proposal ResponsePrepared for

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 Forms………………………………………………………………………………………84

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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)

[email protected]

(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, LLC8500 Governor’s Hill DriveCincinnati, 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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Product Category #MIDs % of Portfolio

Retail 252,640 52.7%B2B 46,535 9.7%CNP 38,597 8.1%Health Services 36,474 7.6%Restaurant 25,871 5.4%Drug Stores 25,521 5.3%Supermarkets 21,892 4.6%Restaurant QSR 20,844 4.3%Government 5,808 1.2%Petroleum 5,062 1.1%TOTAL 479,244 100%

Industry Category #MIDs % of Portfolio

Agricultural Services 3,545 0.7%Auto Rental 22,294 4.7%B2B 36,884 7.7%Banking 5,406 1.1%Bill Pay 34,498 7.2%Business Services 3,684 0.8%Communications 1 0.0%Construction 6,948 1.4%Consumer Services 47,107 9.8%Department Stores 31,847 6.6%Discount Stores 18,299 3.8%DMI 1,251 0.3%Drug Stores 25,521 5.3%Educational Services 4,852 1.0%Electronics Stores 1,313 0.3%Furniture Stores 2,635 0.5%Government 5,808 1.2%Grocery 10,627 2.2%Health Services 36,474 7.6%Hospitality 4,690 1.0%Membership Organizations 2,525 0.5%Other T&E 9,662 2.0%Petroleum 5,062 1.1%Restaurant 25,871 5.4%Restaurant QSR 20,844 4.3%Retail 94,289 19.7%Sporting Goods Stores 2,539 0.5%Steamship and Cruise Lines 8 0.0%Supermarkets 10,938 2.3%Tolls and Bridge Fees 74 0.0%Transportation Services 3,181 0.7%Travel Agencies 240 0.1%Wholesale Clubs 327 0.1%TOTAL 479,244 100%

Portfolio Statistics and Summary

52.7%

9.7%

8.1%

7.6%

5.4%5.3%

4.6% 4.3%

1.2% 1.1%

Portfolio by Industry Category

RetailB2BCNPHealth ServicesRestaurantDrug StoresSupermarketsRestaurant QSRGovernmentPetroleum

-

50,000

100,000

150,000

200,000

250,000

300,000

252,640

46,535 38,597 36,474

25,871 25,521 21,892 20,844 5,808 5,062

MIDs by Industry Category

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 world’s 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 Moody’s Investor Services

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Vantiv requested and received ratings from Standard & Poor’s and Moody’s. The “corporate credit rating” assigned to Vantiv by Standard & Poor’s is currently a “B+”, with a stable outlook. The “Corporate family rating” assigned to Vantiv by Moody’s 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 Moody’s Investor Services

Please see response to Question 5.

7. Current bank financial strength rating (not the bank holding company) as assigned by Moody’s Investor Services


8. Current long term rating of the bank holding company as assigned by Moody’s 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 company’s most recent annual report.

Please see our SEC filings. http://www.sec.gov/Archives/edgar/data/1533932/000104746911009327/a2206092zs-1.htm

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

Not applicable only responding to Merchant Services.10



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 DruckerCEOVantiv

Mr. Drucker is currently the CEO of Vantiv. In July 2004, Mr. Drucker was named President of Vantiv, the Bancorp’s electronic payment processing division. He is responsible for the strategy, sales, product development, relationship management and administration for the Division’s three business lines: Merchant Services, Financial Institution Services, which includes EFT Processing and Correspondent Banking, and Card Products. Established in the late 1960’s, 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 Data’s subsidiary TeleCheck, where he was responsible for providing executive direction, overseeing operations, profit and loss management and business development.

Mr. Drucker’s 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 BoedingPresidentVantiv

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® USA’s Acquirer Committee; he holds a Bachelor of Science Degree in Finance from the University of Iowa, Iowa City, Iowa.

Jamie LandheerSVP, Director, National Relationship ManagementVantiv

Jamie’s 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 MoranProduct Portfolio Management – Merchant ServicesVantiv

Mr. Moran is responsible for product portfolio management of Vantiv’s 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 PappanoSenior Vice presidentMerchant 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 3rd largest merchant transaction acquirer in the United States.

Keith P. OlsonSenior Vice PresidentDirector, Strategic Payments Business DevelopmentVantiv

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 Montreal’s 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 person’s 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 MichiganJudy Hufziger10061 Wolverine Tower3003 S. State StreetAnn Arbor, MI 48109-1283Phone: (734) 936-2626Fax: (734) [email protected]

University of Cincinnati

Susan Albonetti CPA, CTPAssistant Treasurer513 556 4793513 556 2504 FAX513 382 1600 Cell

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mailto:[email protected]

Owens Community College

Maureen JacobyCash/Investments ManagerPCard AdministratorOwens Community College(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 bank’s checks, ACH and wire transfer systems integrated? If so, describe.


23. Does the bank’s 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 bank’s procedure for providing payment confirmation information.


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


27. Does the bank’s 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 bank’s 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 bank’s 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 bank’s methodology for determining debit and credit exposure limits.


69. Discuss the bank’s 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 customer’s 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 bank’s ACH return process and how the customer is notified. When will returned funds be posted to the customer’s 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?Not applicable only responding to Merchant Services.

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?

Not applicable only responding to Merchant Services.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 bank’s 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 bank’s 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 company’s 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 bank’s delivery deadline for notifying the customer of exception items, and what is the response deadline for the customer’s pay/return decisions?


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


107. What is the bank’s 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 bank’s 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 customer’s 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?

Not applicable only responding to Merchant Services.115. Is there an implementation fee?


116. What ATM network is used, and how many ATM’s 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?

Not applicable only responding to Merchant Services.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)?

Not applicable only responding to Merchant Services.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?

Not applicable only responding to Merchant Services.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 cardholder’s 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 cardholder’s card in one month?

Not applicable only responding to Merchant Services.142. Is there a minimum or maximum payment limit per payroll period.


143. What are the options to load value onto cards.Not applicable only responding to Merchant Services.

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?Not applicable only responding to Merchant Services.

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 MichiganJudy Hufziger10061 Wolverine Tower3003 S. State StreetAnn Arbor, MI 48109-1283Phone: (734) 936-2626Fax: (734) [email protected]

University of CincinnatiSusan Albonetti CPA, CTPAssistant Treasurer513 556 4793513 556 2504 FAX513 382 1600 Cell

Owens Community College

Maureen JacobyCash/Investments ManagerPCard AdministratorOwens Community College (567) 661-7884

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mailto:[email protected]

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 TerminalTC 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 HostTC Trustee® Merchant Host seamlessly integrates into the checkout process of a merchant’s shopping cart, payment page, or other online payment system. Customers enter their credit card data on a form on the merchant’s 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?

TC Trustee® Merchant Host seamlessly integrates into the checkout process of a merchant’s shopping cart, payment page, or other online payment system. Customers enter their credit card data on a form on the merchant’s 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.

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 DIRECTo A draft retrieval work queue which tracks the status of new and outstanding requestso An online data warehouse which stores detailed transaction informationo Facsimile Draft (Substitute Draft) fulfillmento Draft Scanningo Paperless network fulfillmento File Exportingo Point-and-click sorting and screen layouts

– REPORTING DRAFT RETRIEVAL FULFILLMENT PROCEDURES– CHARGEBACK SUPPORT SYSTEMSo Chargeback Pre-notificationo Automatic Credit Matching and Reversalo 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 customer’s 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 AvailabilitySM = Scheduled Minutes for the calendar monthOM = 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 merchant’s 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 CheckingWe 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 customer’s confirmation requirements.

2) Duplicate File CheckingDuring 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 CheckingDuring 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 ReportingOur 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 CheckingDuring 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 nation’s 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: $999,999.99Maximum Authorization Amount, Batch Systems: $999.999.99Maximum Authorization Amount, Dial Authorization Systems: $999,999.99Maximum Number of Simultaneous Transactions per Auth. Interface: 255Maximum Number of Batches in an EMD File: 999,999Maximum Number of Stores per Merchant Chain Code: 9,999Maximum Number of Terminals per Merchant ID: 9,999Maximum Number of Settle Batches per Terminal per Day: 999Maximum 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: $999,999,999.99Maximum Processing File Amount, EMD Settlement System: $999,999,999.99Maximum Number of Batch Authorization Files per Day: 999Maximum 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

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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 client’s 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 Third’s Report on Compliance is available on Visa’s 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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http://usa.visa.com/download/merchants/cisp-list-of-pcidss-compliant-service-providers.pdf

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.

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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 TrustCommerce’s 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

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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.

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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.

TC Trustee® Merchant Host seamlessly integrates into the checkout process of a merchant’s shopping cart, payment page, or other online payment system. Customers enter their credit card data on a form on the merchant’s 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.

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 ID’s 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. Chain2. Division

3. Store/Account Number

Hierarchy Notes:Chain CodesTypically 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.

DivisionsDivision 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.

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https://direct.53.com/merchantdemo/logon.html

Account NumbersThe 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

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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 3½ 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.

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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.

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Conversion ManagementYour 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

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ii. Devices

iii. PCI/Security Scope

d. Define Merchant Location & Hierarchy (2-4 weeks)

i. Creation of Merchant ID’s (Vantiv)

ii. Creation of Customer ID’s (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 SLA’s

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

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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 Merchant’s 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.

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https://www.pcisecuritystandards.org/index.htm

6. Upon at least 30 days notice to Processor, at Merchant’s 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 Merchant’s 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 Employer’s 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 systemii. 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.

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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 client’s detailed requirements and aligning them to a best-fit TrustCommerce solution. Every effort is made to accommodate each client’s 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

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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.

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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

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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

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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

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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

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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

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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 $0 Per authorization

Visa & MasterCard SSL Authorization Method $0 Per authorization

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

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Equipment

POS Terminal

Make: ID Tech

Model: Secure Mag

NA

$106.00 Per unit purchase price

PIN Pad- Secure Key M130 NA $150.00Per 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.

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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

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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

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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 System’s 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:67

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:

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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 System’s 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.

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4.10 SYSTEM’S 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 Auditor’s 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 Auditor’s 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

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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:

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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 Party’s 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

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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:

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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 LAWThis 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

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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 coordinator’s 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.

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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 receivable—net 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 equipment—net 108,457 81,056 Intangible assets—net 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 — Deferred taxes 4,043 4,043 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

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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.

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Vantiv, Inc.

STATEMENTS OF FINANCIAL POSITION


December 31,

2010 December 31,

2009 Assets Current assets: Cash and cash equivalents $ 236,512 $ 289,169 Accounts receivable—net 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 equipment—net 81,056 51,853 Intangible assets—net 1,035,891 952,284 Goodwill 1,532,374 1,049,150 Deferred taxes 28,168 9,511 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 — Deferred taxes 4,043 17,131 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

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

Vantiv, Inc.

STATEMENTS OF INCOME


Successor Predecessor

Year EndedDecember 31,

2010

Six MonthsEnded

December 31,2009

Six MonthsEnded

June 30,2009

Year EndedDecember 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 expense—net (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

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Section 5: Examples of Treasury Management Reports


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Section 6: Examples of Merchant Credit Card Statements and Reports

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Section 7: Examples of Pay Card Statements

Not applicable only responding to Merchant.

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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 Vantiv’s next generation solutions. If the University is interested in Vantiv’s next generation’s solutions we can discuss further along in the RFP process.

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Section 9: Required Forms

Please see Sample Contract and Insurance Requirements.

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RFP Response

Documents

Transcript of RFP Response