TEXAS STATE UNIVERSITY SYSTEM REQUEST FOR PROPOSAL MERCHANT CARD

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							                              TEXAS STATE UNIVERSITY SYSTEM




                                 REQUEST FOR PROPOSAL


                                MERCHANT CARD SERVICES
                                     July 31, 2009



                                   TABLE OF CONTENTS




I.     Introduction and Current System Merchant Services

II.    General Statement of Services Required

III.   Proposal Submission Instructions and Qualifications

IV.    Current Merchant Service Information

V.     Required Services


              Attachment A:        Transaction History by Campus/Merchant
                                   (Available on the web as noted below)
              Attachment B:        Fee Proposal Worksheet
              Attachment C:        General Background Information on TSUS Institutions
                             Texas State University System
                                    Austin, Texas

                                   Request for Proposal
                                  Merchant Card Services

                                   I.      INTRODUCTION
The Texas State University System (the “System”) is requesting proposals for a system-wide
merchant services contract to be awarded November 20, 2009, with service to begin February 1,
2010 and extend through January 31, 2015 as approved by the Board of Regents. This Request
for Proposal (RFP) details the System's goals and the services required.

The System intends to reduce the number of processors and systems currently being used.
Through this contract the System intends to obtain the highest level of service for each of its
institutions regardless of their size or location, to minimize costs and to improve operational
efficiencies. The System is interested in utilizing the best current and forward looking
technology.

This RFP identifies current and required services for each of the institutions detailing transaction
history over the past six months by institution and by merchant account. It specifies all required
qualifications for processors, stipulates service requirements, details historical transaction activity
at all institutions, establishes contract standard provisions to be incorporated in the contract, and
provides all submission instructions. The RFP also allows for the processor to add other
alternatives and ideas which will fulfill the objectives of the System.

It is the intent of the System that the processor awarded the contract will execute one contract
with the System encompassing all institutions of the System. The System is acting for and on
behalf of each of its eight colleges and universities (the “institutions”). Through this contract the
System intends to obtain stream-lined, end-to-end processing to minimize costs and operational
burdens while improving operational efficiency for all its institutions under the one contract. The
contract will fully incorporate the terms and conditions of this Request for Proposal (RFP) and the
proposal submitted in response to it.

The processor will make all required services agreed to by the System available to all institutions
of the System at the proposed pricing levels throughout the contract period.


              II.      GENERAL STATEMENT OF SERVICES REQUIRED

The institutions which make-up the System (www.tsus.edu) are:

-   Lamar Institute of Technology, Beaumont
-   Lamar University, Beaumont
-   Lamar State College - Orange
-   Lamar State College - Port Arthur
-   Sam Houston State University, Huntsville
-   Sul Ross State University - Alpine
-   Sul Ross State University - Rio Grande College
-   Texas State University - San Marcos




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Background and general information on each institution is found in Attachment C. The System’s
administration in Austin does not accept credit cards and will not be part of this RFP process.



           III.     PROPOSAL SUBMISSION INSTRUCTIONS AND QUALIFICATIONS



By submitting a proposal in response to this RFP, processors will be deemed to agree to the
mandatory contract and service provisions contained herein. This RFP and the proposal submitted
will be incorporated into and form the basis of the final services contract.


1. Proposal Format
   In order to fully and equitably evaluate each proposal a standard reply format is required. Each
   proposal must include a response to each item in the RFP, in the order given, along with completion
   of Attachment B for proposed fees. Only proposals submitted in the prescribed format will be
   evaluated for award.

   Attachment A contains summarized and detail information for each institution. (a) A listing of
   merchant accounts with limited equipment and high-level transaction history is shown in a file
   entitled “Account Merchant Accounts” for each institution. (b) A summary of transactions by type
   over a six-month period is defined in a file entitled “Merchant Activity” and (c) merchant services
   statements are also attached. The amount of information will vary because of reporting capabilities
   by the various acquirers. Texas State University reports are internally produced and detailed but all
   other institutional information is drawn from the monthly statements. The Attachment documents are
   arranged by institution and available at:
       http://files.patterson.net/LamarInstituteofTechnology.zip
       http://files.patterson.net/LamarStateCollege-Orange.zip
       http://files.patterson.net/LamarStateCollegePortArthur.zip
       http://files.patterson.net/LamarUniversity-Beaumont.zip
       http://files.patterson.net/SamHoustonStateUniversity.zip
       http://files.patterson.net/SulRossStateUniversity.zip
       http://files.patterson.net/TXState-SanMarcos.zip


2. Schedule for Proposal Submission
   The System will make every effort to adhere to the following schedule.


       07/31/09         Release of Request for Proposal
       08/14/09         2:00pm CST Deadline for all questions pertaining to RFP
       08/21/09         2:00pm CST Responses to all submitted questions provided
       09/11/09         2:00pm CST Deadline for proposal submission
       11/20/09         Board of Regents award of contract
       02/01/10         Contract commencement




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3. Proposal Submission
   To be eligible for consideration under this request, a total of seven (7) complete copies of each
   proposal shall be submitted by 2:00 pm CST on September 11, 2009 to the address below. Proposals
   received after that time will not be accepted. Amendments or additional information supporting the
   proposal will not be accepted after the submission deadline unless requested by the System.
   The proposal must be submitted in a sealed envelope or packet marked “Proposal for Merchant
   Services”. An accompanying transmittal letter must be signed by an individual authorized to bind the
   submitting firm, state that the proposal is valid for 180 days from the submission date, state full
   agreement with the conditions and requirements of the RFP, and give full contact information
   regarding the proposal. Submission of the Proposal must be in both written and electronic form (on
   an accompanying CD).

   The proposals must be delivered by mail, express mail, or in person to:

                    Dr. Roland Smith
                    Vice Chancellor for Finance
                    Texas State University System
                    200 East 10th Street - Suite 600
                    Austin, TX 78701

                     Telephone          512-463-1887
                     Fax                512-463-1816
                     Email             roland.smith@tsus.edu
                                       claire.jackson@tsus.edu


   There is no limit on the physical size of the proposal but a complete yet succinct, and unambiguous
   presentation of the services offered and the fees required will be expected. Proposals should provide
   a clear and straightforward description of services and the firm’s ability to meet requirements.
   Withdrawal of proposals will be accepted up to the deadline for proposal submission time and date
   above.
   Any firm submitting a proposal is deemed to have read, understood and agreed to all terms,
   conditions and requirements set forth in the RFP.
   The selection may be made on the basis of the proposals as initially submitted, without discussion,
   clarification or modification. The System reserves the right to request further information or
   presentations or to enter into negotiations for terms as part of the evaluation.


4. Pre-Proposal Conference
   A pre-proposal conference is not currently scheduled or anticipated. Questions regarding this RFP, or
   the services requested in it, will be accepted in e-mail form to Roland Smith, roland.smith@tsus.edu,
   on or before 2:00 pm CST, August 14, 2009. Responses to any material question submitted will be
   communicated via e-mail to all known proposers by 2:00 pm CST August 21, 2009, as necessary. If
   the questions indicate that a pre-proposal conference or conference call is required, all known
   proposers will be notified appropriately.




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5. Selection Criteria
   The following criteria will be used as the weighting basis for evaluation of the proposals and the
   award recommendation.

                  40   %   -   ability to provide services and reporting required,
                  40   %   -   proposed service fees,
                  10   %   -   customer service issues, and
                  10   %   -   experience, creditworthiness and stability of the firm.

    Award may not be made to the firm submitting the lowest price proposal. The System will choose
    the firm which submits the most responsive overall proposal.


6. System Rights
   The System reserves the right to:
       - waive any defect, irregularity, technicality, or informality in the proposal or proposal
          procedures,
       - reject any and all proposals,
       - accept any proposal most advantageous to System,
       - request additional information or require a meeting with representatives for clarification,
       - cancel, revise, and/or reissue this request for proposal,
       - negotiate contract terms and conditions,
       - modify deadlines, and
       - select any proposal deemed to be in its best interest as determined by the System.



                       IV.         SYSTEM MERCHANT SERVICES CURRENT INFORMATION

All the institutions of the System currently utilize merchant services for various type payments.
Registration is a major source of credit card use but others uses range widely and include:

        -   sports and recreation                               -   continuing education
        -   retail outlets                                      -   libraries
        -   copiers                                             -   web processing
        -   parking                                             -   transcripts
        -   publications                                        -   department charges

Detail available from current processing providers is shown in Attachment A for the last six month period
organized by institution. The variety of information available from the multiple processors with multiple
report formats has been consolidated as much as possible for analysis purposes. Information on the
institutions describes the name and number of merchant accounts, the equipment owned or leased, and
the overall count of transactions plus net sales. For most of the institutions, detail on transactions by
type has also been noted as Merchant Activity. Scanned statements are included by institution.

Currently the institutions receive services on an institution by institution basis from these multiple
processors:
        Sul Ross                        Chase Paymentech
        Sul Ross RGC                    First USA
        Lamar Beaumont                  Hibernia
        Lamar Institute                 Hibernia




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          Lamar Orange                   First National
          Lamar Port Arthur              Hibernia
          Sam Houston State              Bank of America
          Texas State San Marcos         Global Payments


The institutions accept Visa, MasterCard, American Express, and Discover credit cards as well as debit
cards and accept the cards as a POS and online as well as on PIN and PINLESS bases.



                                        V.      REQUIRED SERVICES

          A complete and succinct response to each question is required. Responses should be in
          the order given and references to additional information provided should be clear for
          evaluation purposes.



1.        Firm Stability and Background
          The System requires a firm which is fiscally sound and able to provide the required services
          throughout the contract period. The System represents public funds and as such requires full
          transparency and disclosure on financial matters.

     a.           Describe the firm and include the following: major lines of business; and name, number
          and location of divisions or operating units. Provide the firm’s latest annual report or 10K and
          other relevant financial information as applicable.

     b.            Provide current short and long term ratings for the firm from two nationally recognized
          ratings agencies.

     c.           Provide a brief history and background of the firm, including parent and/or subsidiary
          companies relating to the merchant card services. Describe your firm’s organizational structure
          especially as it applies to service provision and customer service. Does the firm have any joint
          ventures in place for merchant services? Explain.

     d.           How long have you offered merchant card processing services? What is the firm’s future
          strategy as it relates to merchant services?

     e.          What related services, if any, do you offer?

     f.           Do you use a third party for any segment of customer services or card processing
          services? If yes, explain fully.

     g.           Is the firm HUB certified? If so, by which agency? Does the firm plan to use any HUB
          businesses as sub-contractors?




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2.        Firm Competitive Position and Future Commitment to Providing Services

     a) What differentiates your firm and the service offered from that of other acquirers/processors?

     b) How do you plan to stay current and competitive?

     c) What major changes do you see occurring in merchant services in the next five years? What are
        the plans to help your customers move to new technologies? What approach is the firm taking in
        the development of new services?

     d) Explain your firm’s representation on MasterCard or Visa boards or committees.

     e) What new services or features have you implemented in the past two years? Do you have any
        new services/technologies in implementation currently?

     f)   Does the firm anticipate major changes in hardware in the next three years? If so, what changes
          should the System anticipate and how should it plan for those changes on hardware issues?

     g) What formal or informal bank/vendor relationships do you have and how can they be leveraged
        in merchant card processing?



3.        References and Current Client Base

     a) Specify the category and number of customers for which you are currently providing card
        processing services. How many higher education institutions/merchants do you currently serve?
        What was the firm’s total transaction count and dollar amount processed from 2005-2008?

     b) What is the daily average number of transactions currently processed? What is the firm’s
        maximum daily processing capacity? At what point is the firm planning to extend its processing
        capacity?

     c) Where is the firm’s processing center(s)? Is the processing structure designed for redundancy to
        address disaster situations? How often are systems tested?

     d) What would the System’s volume ranking be among your customers, given the System’s current
        number of transactions? What is the transaction volume of your largest customer? Given the
        volume of the System, how would the System be classified? (ie. Large corporate, small business,
        etc)

     e) How do the System’s peak periods (fall, spring and summer registrations) compare to your
        system-wide peak periods?

     f)   How many merchant accounts does the firm serve currently? What is the total average yearly
          dollar volume?




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     g) Provide the names, email addresses and phone numbers of four references, preferably those with
        similar multi-institution structures like the System and with comparable volumes and
        communication capabilities, and who are currently using your card processing services. Select a
        mix of long-standing and recently acquired customers. Identify how long these clients have used
        your services.

     h) Does the firm have customized programs for higher education? Describe fully.

     i)   Explain why the firm believes it was able to win your last two customers from your competitors.

     j)   Provide any additional information that is relevant to this RFP and your capabilities to provide the
          services requested (e.g., product brochures, articles in trade journals).



4.        Relationship Representatives

     a) List the names, titles, phone, location, and e-mail addresses and provide brief biographies of the
        relationship representatives and senior management that would be directly involved in and
        responsible for a contract with the System.

     b) Describe the relationship management team that will service the account, as well as their
        functional responsibilities and their position in the overall firm. Will there be local representation
        for all the system schools?

     c) How will services be provided equally to all campuses; on implementation and on an on-going
        basis?

     d) How many employees does the firm have in each functional area involved in providing this
        service? What is the expected turn-around time on issue resolution? Is there any guarantee on
        the timing and escalation of issues?

     e) How often does the representative meet and review with the component schools to ensure they
        are receiving the lowest discount/interchange rates and prevent downgrades?


5.        Card Acceptance/Interface Processing

     a) Does the firm support all major payment types, debit cards, gift cards, corporate cards, and other
        emerging options? Does support vary for any of these?

     b) Describe the hardware necessary for acceptance of credit and debit cards (a) with card present
        and (b) card not present, (c) using an IVR application, (d) via e-Commerce (internet), and (e)
        pin-based debit. What equipment are your recommending or requiring for the System? Does the
        firm provide the equipment on a lease or purchase basis? Do you offer an equipment
        maintenance plan? If so, what is the turn around time and costs involved?




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     c) Describe the software necessary for acceptance of credit and debit cards (a) with card present
        and (b) card not present, (c) using an IVR application, (d) via e-Commerce (internet) and (e) pin-
        based debit. Describe the interface requirements and all compatibility issues.

     d) Describe the process involved for acceptance of credit and debit cards in the five situations
        described above.

     e) The System uses various gateways. Can the firm process transactions from various gateways
        including Verisign Payflow Pro, Payflow Link, and LinkPoint? Describe fully. Indicate all payment
        gateways supported in addition to these noted and address all fees for setup, monthly recurring
        charges and per transaction fees on Attachment B.

     f)   Describe the process to add additional third party gateways.


     g) Describe telephone authorization options in the case of communication failures.

     h) What supplies will be provided by your firm with a maintenance contract, if applicable?

     i)   How does the firm test/confirm PCI compliance? What requirements does the firm have? What
          testing or support is available? How does the firm qualify the merchants?



6.        Authorization Processing


     a) What authorization methods does the firm support and which are recommended for the System
        (e.g., dial, mainframe dial remote job entry, lease line, frame relay, Internet)? List and describe
        alternatives. List any processor specific hardware needed to support each option.

     b) What are the procedures to reverse/recall an incorrect authorization? Describe how an after-
        authorization return would be handled.

     c) Do you have the ability to process internationally? List all countries and currencies where the
        System could authorize and settle transactions using toll-free numbers.

     d) Describe any limitations on processing such as assigned “windows” for obtaining authorizations
        or settlement, number of files allowed per day, the number of transactions and/or dollar limits
        per file, or dollar amount per transaction authorized and settled? What limitations are set by
        batch? Daily processing? Are there any limitations on the number of files transmitted each day?
        Any limitations at all daily?

     e) Does your firm maintain direct authorization and settlement links to the various card
        organizations, or do you utilize a third party network for authorizations? Describe your
        configurations. Is your firm introducing to a direct processor or is it the direct processor?

     f)   Do merchants incur any monthly access fee to connect to the authorization network? (All fees
          and fee categories are to be addressed on Attachment B.)

     g) Describe your AVS (address verification and shipping date compliance) process.




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     h) Describe the procedures to be followed if a transmission request is denied authorizations.

     i)   Provide any authorization differences between various card types.

     j)   Provide your average response times for dial and lease-line authorization methods for both peak
          and normal periods.

     k) What is your maintenance and/or replacement policy for leased equipment?

     l)   Describe the network monitoring system and operation.



7.        Settlement Processing

     a) Describe the settlement process workflow for all parties explaining any differences by card type.

     b) Provide a funds availability schedule by card type. Is this negotiable? Is all funding next day?
        Describe. Is any expedited funding available?

     c) What is the settlement transmission time frame for Visa, MasterCard, Discover, American
        Express, Diners? Does this differ at any time? Include daily cut-off times. Will holidays affect
        the settlement process or timing?

     d) What is the cut-off time that sales transactions can be transmitted to meet settlement times?

     e) Do settlement times affect the System’s processing/discount expense?

     f)   Is settlement made by ACH or Fed wire? Can settlement details be passed via CTX on ACH
          transactions?

     g) Do you allow for multiple settlement accounts by merchant or institution?

     h) Are settlement amounts listed separately on the bank statement or will they appear as one daily
        sum? What level of detail is available? Will Saturday and Sunday activity be combined into
        Monday activity?

     i)   Are settlements on gross amount and fees charged monthly?

     j)   Does your firm offer split dial for AMEX transactions or is there a pass-through fee?

     k) Describe recovery procedures for lost batches.



8.        Ticket Retrieval and Chargebacks

     a) Describe the ticket retrieval request process along with turn around times. Is this accomplished
        totally electronically? Does the firm support document imaging other than facsimile for
        transmission of or response to a retrieval request?




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      b) What response times and process does the firm require for ticket retrieval? How do these time
         frames compare to Association rules? State the average elapsed time from receipt of a retrieval
         request to merchant receipt.

      c) Define the chargeback cycle. What percentage of chargebacks is handled without merchant
         involvement? Does the firm have a standard rule-based logic to facilitate dispute resolution
         processing?

      d) On average, how often are chargebacks reversed? State your reversal rates (without merchant
         involvement) in total and by chargeback type in the last 12 months.

      e) Will the firm provide a designated contact person or a department to help the System manage
         chargebacks specifically?

      f)   What reporting is used? Define and give examples. What tools do you have for reconciliation
           and reporting on chargebacks?

      g) Are credit card chargebacks and debit adjustments netted from daily proceeds, or are they
         debited separately? Are funds debited from the operating account or a separate escrow account?
         Can the information be tied back later? Show examples.

      h) Will the System receive credit of merchant fees for chargebacks? When are they credited?

      i)   Does the firm have the capability to archive, retrieve transaction information, including signatures
           for bankcard transactions and non-bank card transactions? What information is stored and for
           what period of time? What system is available to the merchant to enable retrieval of this
           information online?



9.         Debit Card Processing

      a) Does the firm support BIN (Bank Information Number) file management to differentiate between
         debit and credit card transactions?

      b) Describe the firm’s debit card processing capabilities. Which networks are used? Which are
         supported? What differences, if any, in workflow occur from credit cards?

      c) Describe the firm’s PIN and PINLESS debit card processing.

      d) Are debit card transactions routed automatically to the lowest cost network? Descibe.



10.        Technical System Capabilities

      a) Describe the processing platforms pertinent to the firm’s recommended solutions for the System.
         Provide system specifications. Describe your capacity and scalability for the System’s various
         sized institutions.

      b) Is the firm’s processing software CPS (Custom Payment Service) compliant?




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      c) Does the firm’s software provide for integration in interface alternatives (such as XML, SOAP,
         Java, C++, COM, Perl, etc.)

      d) Does the firm’s processing software support Purchasing Card Levels II and III?

      e) What is the firm’s process for handling test transactions? Are test cards provided and if so, what
         types?

      f)   How far back are transactions verified with AVS? Describe the process.

      g) Outline the security measures in place for the protection of data transmitted for processing. Are
         all the major verifications available (CVV for Visa, CID for AmEx, and CVC for MC)? Do you
         support CVV2 (Card Verification Value 2)?

      h) Is data imaging (e.g., signature capture) available? If so, describe.

      i)   Is the firm able to process smart card transactions? If so, describe.

      j)   Does the firm have virtual terminal capabilities? If so, describe.



11.        Transmission Issues

      a) Describe the firm’s recommended transmission method and options (e.g., dial, lease line, batch,
         real-time, Internet) including limitations and advantages/disadvantages.

      b) Describe the monitoring and notification process if a transmission fails.

      c) Does the firm’s processing system identify and eliminate duplicate transactions?

      d) Are there any limitations on the number of files transmitted each day?



12.        Security

      a) How does the firm handle PCI compliance initiatives? How do you qualify merchants?

      b) How does the firm make clients aware of new PCI initiatives and general information?

      c) What PCI training is available?       What consulting is available?       Are there charges for these
         services?

      d) Describe the security measures used to prevent unauthorized user access to either the system or
         the data.

      e) Describe the security measures used to protect Internet transactions.

      f)   Describe the procedures and policies in place to prevent internal fraud. Where does liability fall
           in the process of recouping loss due to such fraud?




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      g) Describe all fraud protection tools. What options are available (Verified by Visa and MasterCard
         Secure Code) or does the firm have other/additional proprietary security functions?

      h) Describe your disaster recovery and system recovery processes.



13.       Disaster Recovery

      a) Does the firm have a continuity plan for your processing systems and platforms in a disaster
         situation? Describe your local and system-wide back up and/or redundant systems.

      b) Describe the firm’s “hot-site” back up capabilities in case of a complete site failure. How often
         are systems tested?

      c) When was the last time use of your back up system was required, the circumstances, and the
         length of time the back up system was in use.

      d) What is the expected time frame to become operational should a catastrophic event occur at a
         merchant site? What is the firm’s role in the process?

      e) What has been the firm’s up-time percentage the last two years? Provide system availability
         statistics for the current and prior year. Over the past year, what was the longest period that
         you were unable to authorize transactions? Describe the situation, including the source of the
         problem and the time it took to fix the problem.



14.       Information Reporting

         Complete and timely online reporting is a critical factor for the System. The System requires full
         online reporting and download capabilities including the ability to define and sort information at
         various levels. Reporting should be comprehensive and allow for customization. The firm should
         make every effort to fully describe and illustrate the reporting capabilities in their response.

      a) Describe all reports available and the software used to receive and view reports. Provide an
         overview of reporting cycles, procedures, and capabilities. Provide a sample of each detail and
         summary report available or a link to sample reports online. Is all information and all reports
         available on the Internet?

          Define the download capabilities, level of customization, and drill down capabilities available on
          online reporting and reports. Describe the daily and/or monthly reconciliation reports available to
          the merchant. Define:
                  standard reports (transaction reports, funding reports, etc.)
                  special reporting capabilities
                  level of detail available
                  retrieval capabilities
                  imaging capabilities
                  access mode
                  reporting frequency




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      b) What is the standard delivery time frame for reports and statements? What alternatives are
         available?

      c) What delivery methods are used for reports (e.g., mail, email, and fax) on reports and
         statements?

      d) Does the firm retain or archive reports for clients? Can all reports be downloaded?

      e) Is historical information regarding sales, refunds, and chargebacks maintained in a database for
         access by the merchant? If a merchant needs historical reports (from a previous reporting
         period) or a specific time frame how are they made available? How far back are reports
         available? How long is reporting data stored in your system? How much time does it take to
         retrieve historical reports or data?

      f)   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 other groups?

      g) Can reports be tailored to send specific sections, for example, report groups comprising a subset
         of merchant numbers, to different locations? Is there an additional cost for this service? What
         charges are involved in customized reports?

      h) Can reports be tailored to specific financial accounting time schedules?

      i)   Describe ad hoc reporting capabilities.

      j)   Do reports encompass/include AMEX and Discover transactions for reconciliation and research
           purposes?

      j)   Describe the training and re-training available for the firm’s reports.

      k) Can the firm provide institution-wide and System-wide reports and institution-wide reports as
         well as merchant reports? Define and describe.

      l)   Provide a sample statement.




15.        Implementation

      a) The implementation target date for these services is February 1, 2010 however the System
         realizes that simultaneous implementation may not be feasible. Address how the company would
         schedule implementation for all the institutions to come online as quickly as possible.

      b)    Describe the merchant and institution implementation process and the expected time frame for
           implementation. Focus on (a) merchants which will have to be transferred from another
           processor as well as (b) any new merchant    .
      c) Describe the merchant training process with regard to (a) new merchant training or re-training
         from a prior processor and (b) ongoing training (e.g., courses offered, frequency, location, and
         cost).




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      d) After initial implementation, how does the individual institution setup new merchant accounts?
          How long is that process?

      d) How are updates and dissemination of PCI and industry-related rules or regulatory changes
         accomplished?

      e) Does the firm publish a newsletter covering industry issues, rules, and regulations? How often is
         this published? How is it disseminated? Provide the latest copy.

      f)   Specify the persons, by name and function, which will have primary responsibility for merchant
           implementation and training.

      g) Does the firm provide fraud-management training or awareness programs?




16.        Customer Service


      a) Is customer service available 24/7? How is it provided (phone or email)? Are there any charges
         for technical or customer support services?

      b) Are customer services centralized or decentralized?

      c)   Describe the promotional support you provide (e.g., signs, supplies, funds for specific purposes,
           advertising allowance). Is there any additional cost for this support?

      d) Describe the firm’s customer service organizational structure. Is the customer service function
         performed in-house, or is it outsourced? Where would the System’s support team be located?

      e) Will a specific customer service representative be assigned to handle this business? Describe the
         responsibilities of the customer service personnel, including the chain of command for problem
         resolution.

      f)   Does the firm have scheduled periodic meetings with customers or client advisory groups to
           review the service? Does the firm organization host or sponsor focus groups, on-site training,
           user groups, etc.? If so, describe the frequency and topics of discussion.

      g) Describe your multilingual customer service support capabilities.

      h) What are the hours of operation for the customer service unit in the Central Time Zone?

      i)   Are there established turnaround times for research items? If so, specify.

      j)   What is the firm’s history in meeting established response times?

      k) Do you offer technical support for the software you provide? If so, provide the hours of support
         operations.




                                                                                                         15
      l)   How will you help the System and its institutions to reduce merchant services costs and manage
           downgrades? What reporting and tools does the firm have to assist the System in this process?
           What education assistance is directed to a decentralized organization like the System to achieve
           processing efficiency?

      m) Describe the dispute process and procedures for both cardholders and merchants.

      n) What are the procedures to correct duplicate transactions? Does your system identify and
         eliminate duplicate transactions automatically? Describe process.

      o) Does the firm offer processing solutions to perform (a) deferred billing, (b) installment billing and
         (c) recurring billing?

      p) Describe maintenance and replacement services for leased equipment. All costs for the service,
         shipping, etc. Are to be reflected on Attachment B.

      q) Do you periodically provide cost-of-acceptance analyses for clients to ensure the best application
         and advantage?




17.        Pricing and Contracts

      a) If the System is unable to execute a System-wide processing contract and only certain
         institutions execute a contract with your firm, what, if any, changes will be made to the proposed
         terms, conditions and fees to the executing institutions?

      b) Provide a price schedule for the services described in the RFP and any other unspecified costs
         required to provide the service on Attachment B. Describe the firm’s overall pricing structure. Is
         the firm offering a fixed cost plus surcharges fee or a interchange plus fee?

      c) List and define transaction fees for authorization, settlement, network, communications and any
         other fees on Attachment B. Additions to the given form are expected. Include any one-time or
         set up charges, research fees and include all other fees or charges that will or could be charged
         (e.g., interchange rates by location, regular and ad hoc reporting costs). The System will not be
         obligated to pay for any fees not specified in the proposal. Please utilize Attachment B and its
         format as much as possible for evaluation purposes and complete all the questions in the second
         example section of the form. All fees not currently listed should be added to the Attachment and
         fully defined.

      d) List all of the firm’s possible “non-qualified surcharges” categories (such as reward card fees,
         etc.) The fees for these are to be included on Attachment B.

      e) Detail any change in association fees (Visa and MC) that would be charged through the program
         from the published interchange rates of these companies.

      f)   Please provide bundled and unbundled pricing as applicable and consider both fixed and variable
           rates for the processing fee of the firm.

      g) Please describe the adjustment process for downgrades and the timing of them.




                                                                                                           16
h) When are discount fees deducted from the DDA account? Are discount fees calculated on gross
   or net sales?

i)   Provide a pro forma analysis based on the System’s indicated volumes and service requirements.

j)   Can customers order charge slips, signs, imprinters and other supplies through you or directly
     from a vendor? How are the orders handled? What is the normal shipping time?

k) How and when is the customer notified of price adjustments? Processor fees for the contract are
   set for the contract period? What if any prices are adjusted on a regular basis (semi-annual or
   annual)? Define and describe.

l)   Provide a copy of the anticipated applications and contract to be signed with the System. The
     System is planning to execute one contract the terms and pricing for which will extend to all
     institutions of the System.




                                                                                                 17
                                         ATTACHMENT A

               INSTITUTION AND MERCHANT SERVICES ACOUNT INFORMATION



In an effort to give proposers the best possible information of activity within the institutions,
merchant services transactions and category information has been gathered from monthly
statements provided to the institutions from several different processors and providers.
Complete information has not always been available from all sources and the format and
nomenclature for the data varies.

To provide standardized and organized information two basic spreadsheets have been created to
consolidate data for presentation. The two primary formats are:

        (a) Merchant Account Information by Institution. This spreadsheet lists the
            merchant accounts, the identifying account numbers, the equipment in place (if
            available) and high level summary transaction information.

        (b) Merchant Account Activity. This spreadsheet summarizes six months of data for
            Visa, MasterCard, Discover and American Express with the number of transactions,
            net sales, and average ticket size as well as the frequency of other type charges for a
            profile of each merchant account. Certain of the institutions have provided additional
            detailed information and these have been attached as individual files.

In addition to these summarizing spreadsheets, sample monthly statements are provided in order
to allow for additional analysis by proposing firms, if desired.

Note that Sul Ross Alpine and Sul Ross Rio Grande are administered as one and therefore are
shown as one institution.

The information files have been placed in compressed file folders by institution. These files can
be retrieved on the web at the following addresses:

http://files.patterson.net/LamarInstituteofTechnology.zip
http://files.patterson.net/LamarStateCollege-Orange.zip
http://files.patterson.net/LamarStateCollegePortArthur.zip
http://files.patterson.net/LamarUniversity-Beaumont.zip
http://files.patterson.net/SamHoustonStateUniversity.zip
http://files.patterson.net/SulRossStateUniversity.zip
http://files.patterson.net/TXState-SanMarcos.zip


If you have any difficulty in opening these files, please contact linda@patterson.net.
                                 Attachment B - Part #1
                              Schedule of Proposed Fees
                            Texas State University System


              As part of your response, provide a complete schedule of the fees to be applied to merchant services for the
              Texas State University System in response to the RFP dated July 31, 2009. Complete both worksheets.
              All fees required to provide the service must be provided. Alternative formats to provide those fees are acceptable as
              long as all fees are defined and categorized for analysis purposes. The format below and on the second worksheet
              should be utilized - but extended as necessary - if possible to facilitate evaluation.


Description                                                                  Proposed Fee                      Notes, as applicable


Processor Levied Fees                                                                             Levied by:
              Minimum Monthly Discount Fee/Minimum Account Billing
              Credit Card Transaction Fee
              Assessment Fees
              Debit Card Transaction Fee (with PIN) online debit
              Debit Card Transaction Fee (without PIN) offline debit
              Debit Card network Fee
              Proprietary Card Transactions
              Discount Rate - Qualified
              Discount Rate - Non-Qualified
              ACH Fees
              Per authorization Fee
                 Voice and VRU Authorization
                 Dial Up
                 Leased Line
                 ISDN
                 Wireless
              Processing of AmEx and Discover
              Processing of Diners Club Cards
              Address Verification
              Chargebacks
              Statement Fee
              Application Fees
              Daily Close-out Fee
              Non-Qualified Surcharges




Pass-through Fees                                                                                 Levied by: Card Associations and Networks
              Interchange Fees
                 based on type capture and merchant category code
              Assessment Fees
                 Visa per transaction
                 Mastercard per transaction
              Access fee per transaction
                 Visa per transaction
                 Mastercard per transaction
                 Discover and Diner's
              Switch fees (PIN debit cards)



Common Payment Service Fees                                                                       Levied by:
              Transaction fees



American Express Fees                                                                             Levied by:
              Discount rate - AmEx cards
              Discount rate - Prepaid cards
              Split transaction fee


Discover Fees                                                                                     Levied by:
              Discount rate
              Discount rate - Prepaid cards


                                                                   Page 1 of 2
                                 Attachment B - Part #1
                             Schedule of Proposed Fees
                           Texas State University System


Description                                                           Proposed Fee                Notes, as applicable


Online Reporting Fees
              By reporting firm/service:
              Online Reporting




Terminal and PC Services (Specify Equipment Manufacturer and Model)                  Levied by:
              Equipment Fees (POS Terminals)
              Terminals
                  Lease/Purchase
              Printers
                  Lease/Purchase
              Pin pads
                  Lease/Purchase
              Software
              Reprogramming of System Owned Equipment



Account Opening and Maintenance Services                                             Levied by:
              Set-up - Instiallation Fees
              On-site Implementation Fee
              Bank Set-up Fee
              Program Maintenance
              Reporting Maintenance
              Interface software fees by product
              Interim accountopening fees
              Maintenance and Prior Day Reporting
              Maintenance and Same Day Reporting
              Reprogramming Services
              Technical Support
              Supplies
              Shipping Expenses for Supplies
              Consulting Services


Training                                                                             Levied by:
              On-site training
              Telephone Training
              Phone Re-Trainng
              Additional On-going training



Other:                                                                               Levied by:




                                                           Page 2 of 2
                                                               TABLE 1
                                                   TEXAS STATE UNIVERSITY SYSTEM
                                                       Revenue Financing System
                                                           Pledged Revenues




                                                                2004                  2005                  2006               2007              2008

Available Pledged Revenues Not Including
Fund Balances (1)                                       280,347,416           316,970,314           348,110,026       397,165,060       397,263,787

Pledgeable Unappropriated Funds and
  Reserve Balances (1 & 2)                                (2)                   (2)                   (2)                (2)               (2)

Total Pledged Revenues                                  280,347,416           316,970,314           348,110,026       397,165,060       397,263,787




(1) The Available Pledged Revenues shown above consist of tuition, designated tuition, student center fees, and recovery of indirect
     costs for federal grants and contracts, federal pass-through grants from other agencies and state grants and contracts. Prior to
    1997, certain pledged revenues were characterized as the "building use fee" of the University System. In 1997. The Texas
    Legislature passed legislation that characterized the "building use fee" as "tuition"

(2) In addition to current year Pledged Revenues, any unappropriated or reserve fund balances remaining at year-end are available
     for payment of the subsequent year's debt service. Financial reporting changes adopted by the State of Texas beginning with FY2002
       comply t Governmental Accounting Standards Board p o ou ce e ts preclude the continuation of this data element since it is
    to co p y with Go e      e ta ccou t g Sta da ds oa d pronouncements p ec ude t e co t uat o o t s              e e e t s ce t s
    no longer separately reported.


Maximum Annual Debt Service Over Remaining Life of Parity Debt (A)                                                     65,594,340

(A) Includes Prior Encumbered Obligations, Outstanding Parity Debt and the Bonds.




                                                                                                                                                        1
                                    TABLE II
                        TEXAS STATE UNIVERSITY SYSTEM
                            Debt Service Requirements




               Outstanding                                                   Total
   Fiscal         Debt                    The Bonds (2)                   Annual Debt
   Year        Service (1)    Principal     Interest         Total          Service

       2008        608,463  32,965,001 24,611,496     57,576,497    58,184,959
       2009        611,688  36,820,000 28,162,652     64,982,652    65,594,340
       2010        613,763  33,565,000 30,728,384     64,293,384    64,907,147
       2011        614,200  33,320,000 29,093,816     62,413,816    63,028,016
       2012        182,950  32,755,000 27,596,829     60,351,829    60,534,779
       2013        183,075  33,670,000 26,000,422     59,670,422    59,853,497
       2014        178,125  34,810,000 24,434,698     59,244,698    59,422,823
       2015        183,025  34,265,000 22,770,985     57,035,985    57,219,010
       2016        182,700  34,340,000 21,047,085     55,387,085    55,569,785
       2017                 35,795,000 19,353,186     55,148,186    55,148,186
       2018                 37,600,000 17,566,774     55,166,774    55,166,774
       2019                 32,165,000 15,699,367     47,864,367    47,864,367
       2020                   ,   ,       ,    ,
                            33,800,000 14,087,275       ,   ,
                                                      47,887,275      ,   ,
                                                                    47,887,275
       2021                 33,410,000 12,398,675     45,808,675    45,808,675
       2022                 34,055,000 10,759,012     44,814,012    44,814,012
       2023                 24,715,000   9,112,819    33,827,819    33,827,819
       2024                 22,235,000   7,877,913    30,112,913    30,112,913
       2025                 23,375,000   6,751,700    30,126,700    30,126,700
       2026                 24,540,000   5,567,600    30,107,600    30,107,600
       2027                 21,165,000   4,324,375    25,489,375    25,489,375
       2028                 22,225,000   3,233,750    25,458,750    25,458,750
       2029                  9,055,000   2,122,500    11,177,500    11,177,500
       2030                  9,515,000   1,669,750    11,184,750    11,184,750
       2031                  9,985,000   1,194,000    11,179,000    11,179,000
       2032                  5,385,000      694,750    6,079,750     6,079,750
       2033                  4,730,000      425,500    5,155,500     5,155,500
       2034                  3,780,000      189,000    3,969,000     3,969,000
       Total     3,357,988 694,040,001 367,474,313 1,061,514,314 1,064,872,301




(1) Texas State University - San Marcos, Series 1986 (Housing) and Series 1996 (Utility
System). Excludes the Refunded Bonds and Taxable Refunded Bonds.

(2) Texas State University System Series 1998A, 1998B, 1998 Taxable, 2000, 2001,
2002, 2002A, 2003, 2004, 2005, 2006, 2006A and 2008.




                                                                                          2
                                                    TABLE A-1
                                       TEXAS STATE UNIVERSITY SYSTEM
                                               Headcount Enrollment
                                      For the Most Recent Five Fall Semesters



                                                    Fall 2004      Fall 2005      Fall 2006    Fall 2007*   Fall 2008*
Angelo State University                                   6,137           6,156        6,218
Lamar University - Beaumont                              10,804         10,595         9,906       10,213       13,280
Lamar Institute of Technology                              2,543          2,711        2,416        2,590        2,885
Lamar State College - Orange                              2,047           2,143        2,409        2,003        2,147
Lamar State College - Port Arthur                          2,423          2,509        2,009        2,325        1,985
Sam Houston State University                             14,335         15,357       15,903        16,416       16,612
Sul Ross State University                                  1,967          1,918        1,829        1,774        1,841
Sul Ross State University - Rio Grande College            1,056          1,006          948           958          939
Texas State University - San Marcos                      26,799         27,129       27,503        28,132       29,105
Total                                                    68,111         69,524       69,141        64,411       68,794



             * These columns exclude Angelo State University (ASU). The Texas Legislature




                                                                                                                         3
                                                    TABLE A-2
                                       TEXAS STATE UNIVERSITY SYSTEM
                                          Graduate Headcount Enrollment
                                      For the Most Recent Five Fall Semesters



                                                     Fall 2004       Fall 2005       Fall 2006       Fall 2007*   Fall 2008*
Angelo State University                                       551            552            475             N/A          N/A
Lamar University - Beaumont                                 1,683           1,444         1,442           1,854        4,919
Lamar State College - Orange                                     A               A               A            A            A
Lamar State College - Port Arthur                                A               A               A            A            A
Lamar Institute of Technology                                    A               A               A            A            A
Sam Houston State University                                2,038           2,127         2,136           2,269        2,313
Sul Ross State University                                     523            483            529             537          580
Sul Ross State University - Rio Grande College                393            324           280              272          219
Texas State University - San Marcos                         4,384           4,149         3,923           4,084        4,302
Total                                                       9,572           9,079         8,785           9,016       12,333




             A - These are freshman and sophomore level institutions. They offer no graduate programs.


             * These columns exclude Angelo State University (ASU). The Texas Legislature
               transferred ASU to the Texas Tech University System effective 09/01/2007.




                                                                                                                               4
                                                     TABLE A-3
                                       TEXAS STATE UNIVERSITY SYSTEM
                                           Full-Time Equivalent Enrollment
                                      For the Most Recent Five Fall Semesters



                                                     Fall 2004      Fall 2005      Fall 2006     Fall 2007*   Fall 2008*
Angelo State University                                     5,213          5,294        5,164           N/A          N/A
Lamar University - Beaumont                                 8,138          8,094        7,670         7,817        9,146
Lamar State College - Orange                                1,321          1,316        1,262         1,274        1,359
Lamar State College - Port Arthur                           1,515          1,492        1,466         1,410        1,245
Lamar Institute of Technology                               1,785          1,920        1,743         1,871        2,075
Sam Houston State University                               11,691        12,721       13,177         13,479       13,656
Sul Ross State University                                   1,563          1,516        1,410         1,319        1,403
Sul Ross State University - Rio Grande College                592           561            510          515          523
Texas State University - San Marcos                        21,356        21,706       22,006         22,869       23,494
Total                                                      53,174        54,620       54,408         50,554       52,901




             Note: Undergraduate Full-Time Load - 15 Hours, Graduate Full-Time Load - 9 Hours.


             * These columns exclude Angelo State University (ASU). The Texas Legislature
               transferred ASU to the Texas Tech University System effective 09/01/2007.




                                                                                                                           5
                                  TABLE A-4
                     TEXAS STATE UNIVERSITY SYSTEM
                   Headcount Enrollment by Residency Status
                    For the Most Recent Five Fall Semesters



                           Fall 2004    Fall 2005    Fall 2006    Fall 2007(1) Fall 2008(1)
Texas Residents               65,450        66,995       67,535        61,994       66,203
Non-Texas Residents             1,235        1,364        1,313         1,153        1,354
Non-US Residents               1,426         1,165        1,244         1,182        1,237
Total                         68,111        69,524       70,092        64,329       68,794



            (1) These columns exclude Angelo State University




                                                                                              6
                                                 TABLE A-5
                                    TEXAS STATE UNIVERSITY SYSTEM
                                  Admissions and Matriculation Information (1)
                                    For the Most Recent Five Fiscal Years



                                                            2004(1)       2005 (2)       2006(2)    2007(2)(3)     2008(2)(3)
Applications Submitted                                       58,524        56,140         54,287        53,590        53,345
Applications Accepted                                        47,675        39,929         40,760        37,596        35,525
Matriculations                                               27,430        23,790         24,115        22,000        20,263
% Accepted                                                   81.46%        71.12%        75.08%        70.15%         66.59%
% Matriculated                                               57.54%        59.58%        44.42%        41.05%         37.98%



(1) These columns reflect only admissions and matriculation data for undergraduates for Angelo State University,
   Lamar University, Sam Houston State University, Sul Ross State University, and Texas State University-San Marcos.
   This information is inclusive of the fall, spring and summer sessions of the respective fiscal years. Admissions
   and matriculation numbers of the type set forth above were not routinely or consistently kept for the Lamar Institute
   of Technology, Lamar State College - Orange, Lamar State College - Port Arthur, and Sul Ross State University -
              gy,                  g        g ,                  g               ,                             y
   Rio Grande College.


(2) These columns include admissions and matriculation information for all components of the Texas State University
   System.


(3) These columns exclude Angelo State University.




                                                                                                                                7
                                                               TABLE A-8
                                                  TEXAS STATE UNIVERSITY SYSTEM
                                      Combined Statement of Current Funds Revenues and Expenditures




                                                                           FY 1997            FY 1998          FY 1999            FY 2000           FY 2001
Current Funds Revenues
Tuition                                                                   48,800,936        51,543,403        55,288,713  58,633,271  63,187,933
Designated Tuition (General Use Fees)                                     25,675,763        27,585,605        32,930,098  37,806,768  43,191,988
Student Service Fees                                                      14,601,684        14,677,776        15,840,077  16,821,144  17,359,347
Other Fees                                                                25,510,430        26,327,429        29,097,070  33,473,021  38,776,355
Tuition Remissions and Exemptions                                          7,703,859         7,611,896         7,423,144   7,552,091   8,223,283
State Appropriations-General Revenue                                     173,981,018       187,924,172       191,414,008 233,466,704 229,520,995
State Appropriations-H.E.A.F.                                             32,650,104        32,650,104        32,650,104  32,650,104  34,950,547
Federal Grants and Contracts                                              36,608,120        39,517,051        44,958,438  45,698,575  49,929,300
Federal Pass-Through Grants from Other State Agencies                      2,592,105         2,613,174         4,332,308   3,537,422   5,651,964
State Grants and Contracts                                                 1,242,536         1,938,385         1,472,619   5,080,346   3,843,308
State Pass-Through Grants from Other State Agencies                        2,314,405         3,768,302         1,509,353   5,323,178   6,696,736
Local Gifts, Grants, and Contracts                                           529,597           899,389             1,722      94,886     171,468
Private Gifts, Grants and Contracts                                        7,820,408         7,603,064         9,063,383  10,464,191  17,907,984
Net Increase/(Decrease) in the Fair Value of Investments                                     2,202,104           (67,976)    (22,562)    714,829
Investment Income                                                           4,718,881        5,676,508         6,266,292   8,192,649   9,768,565
Endowment Income                                                            4,149,618        4,354,297         5,055,013   5,025,445   4,952,735
Sales and Services:
 Educational Activities                                                     9,705,017        11,287,355        11,532,321        13,495,014        13,324,834
 Research Activities                                                          720,366           760,775           725,991
 Auxiliary Enterprises                                                     55 505 540
                                                                           55,505,540        58,923,974
                                                                                             58 923 974        60,615,530
                                                                                                               60 615 530        60,402,921
                                                                                                                                 60 402 921        62 745 604
                                                                                                                                                   62,745,604
Other Interest Income                                                         948,199         1,304,750         1,598,990         1,989,008         1,087,358
Realized Gains/Losses on Investments
Other Sources                                                              6,189,946         9,049,819        11,155,404         7,679,702         7,287,597
Total Current Funds Revenues                                             461,968,532       498,219,332       522,862,602       587,363,878       619,292,730


Current Funds Expenditures
Educational and General
 Instruction                                                             151,574,566 165,087,070 171,739,726 186,123,426 198,039,398
 Research                                                                 12,129,771   11,243,864   11,817,940   15,290,999   16,368,490
 Public Service                                                           14,807,048   16,848,301   19,933,220   20,232,040   19,467,071
 Academic Support                                                         27,548,929   27,349,956   30,307,520   33,698,508   38,037,865
 Student Services                                                         14,776,212   14,843,639   16,141,665   18,465,835   18,151,518
 Institutional Support                                                    38,319,342   43,759,305   47,994,208   55,508,429   68,903,180
 Operation and Maintenance of Plant                                       33,063,620   36,493,038   36,407,131   38,618,291   42,731,682
 Scholarship and Fellowships                                              39,244,430   43,506,480   44,173,728   49,477,836   57,336,884
Total Educational and General Expenditures                               331,463,918 359,131,653 378,515,138 417,415,364 459,036,088
Auxiliary Enterprises Expenditures                                        75,005,323   77,281,479   80,770,604   85,550,398   88,873,791
Total Current Funds Expenditures                                         406,469,241 436,413,132 459,285,742 502,965,762 547,909,879
Mandatory Current Funds Transfers (Net)                                  (15,891,558) (15,638,609) (18,947,222) (26,207,689) (26,501,464)
Excess Current Funds Revenues to Current Funds
 Expenditures and Mandatory Transfers                                      39,607,733        46,167,591        44,629,638        58,190,427        44,881,387



Note A: The financial statements for FY2002 were prepared using the economic resources measurement focus and accrual basis of accounting as
prescribed by Governmental Accounting Standards Board Statements 34/35. This reporting model is significantly different from the previous model.
(See fiscal years 1997 through 2001. For that reason, comparative numbers are not possible. The new reporting format will be presented in future years with
another year added each year until a 5 year comparison is in place. This table will continue to be reported until five years of the new format are in place. The
new table will be named Table A-8(A).




                                                                                                                                                                   8
                                                                TABLE A-8(A)
                                                  TEXAS STATE UNIVERSITY SYSTEM
                              Combined Statement of Revenues and Expenses and Changes in Net Assets
                                                   For the Most Recent Four Fiscal Years


                                                                       FY 2005          FY 2006            FY 2007            FY 2008
OPERATING REVENUES
Sales of Goods and Services (PR-Chgs for Services)
  Net Tuition and Fees                                               240,988,043.20   258,814,947.08     295,587,714.80     304,878,908.79
  Net Hospitals
  Net Professional Fees
  Net Auxiliary Enterprises                                           72,205,587.98    80,281,144.55      97,224,631.37      87,196,121.56
  Net Other Sales of Goods and Services                               12,744,674.98    13,243,415.28      12,283,137.72      14,545,555.11
Premium Revenue (PR-Chgs for Services)
Interest and Investment Income (PR-Chgs for Services)                   247,532.62         305,963.00        769,438.26         578,195.73
Interest and Investment Income (PR-OP Grants/Contributions)
Interest and Investment Income (GR)                                       93,117.06        152,453.89         71,260.30          39,946.19
Net Increase (Decrease) Fair Value (PR-OP Grants/Contributions)
Net Increase (Decrease) Fair Value (GR)
Federal Revenue-Operating (PR-OP Grants/Contributions)                74,161,436.14    84,549,758.63      80,636,835.20      83,684,195.62
Federal Pass Through Revenue (PR-OP Grants/Contributions)             11,325,299.04    24,849,141.96      13,517,873.68      10,542,867.23
State Grant Revenue (PR-OP Grants/Contributions)                       6,708,844.47     2,495,992.94       6,687,202.65       7,077,364.58
State Grant Pass Through Revenue (PR-OP Grants/Contributions)         16,685,143.58    19,468,407.80      20,912,486.93      20,463,791.17
Other Grants and Contracts-Operating (PR-OP Grants/Contributions)      8,256,777.80     6,204,915.13       9,263,953.84       6,470,663.14
Land Income (PR-Chgs for Services)
Contributions to Retirement Systems (PR-Chgs for Services)
Other Operating Revenues (GR)                                         11,636,607.64    12,036,372.24      13,710,577.13      13,569,242.25
Other Operating Revenues (PR-Chgs for Services)                           82,948.08         1,900.00          15,669.27

  Total Operating Revenues                                           455,136,012.59   502,404,412.50    550,680,781.15     549,046,851.37



OPERATING EXPENSES
Instruction                                                          238,948,452.96   251,261,927.14     281,217,105.53     253,103,979.18
Research                                                              18,492,235.18    17,916,284.06      20,070,842.50      29,178,685.93
Public Service                                                        34,203,236.41    35,808,583.33      41,192,930.65      34,900,261.57
Academic Support                                                      55,039,608.96    62,643,835.44      71,929,572.99      71,372,428.76
Student Services                                                      26,738,610.06    34,418,639.08      39,436,914.46      36,125,332.16
Institutional Support                                                 84,285,261.60    75,655,956.54      89,007,294.14      79,715,576.68
Operation and Maintenance of Plant                                    57,005,929.71    75,739,903.23      66,365,535.43      60,527,375.87
Scholarship and Fellowships                                           50,367,964.27    55,387,272.24      57,109,039.12      53,554,554.36
Auxiliary Enterprise Expenditures                                    103,617,929.16   111,384,374.02     126,507,606.10     121,677,265.60
Depreciation and Amortization                                         28,457,849.21    41,341,768.07      43,906,939.69      47,862,411.34

Total Operating Expenses                                             697,157,077.52   761,558,543.15    836,743,780.61     788,017,871.45



Operating Income (Loss)                                             (242,021,064.93) (259,154,130.65)   (286,062,999.46)   (238,971,020.08)




                                                                                                                                              9
                                                                           TABLE A-8(A)
                                                            TEXAS STATE UNIVERSITY SYSTEM
                                      Combined Statement of Revenues and Expenses and Changes in Net Assets
                                                            For the Most Recent Four Fiscal Years


                                                                                      FY 2005          FY 2006             FY 2007          FY 2008
Legislative Revenue (GR)                                                            204,439,944.48    252,808,454.00    219,413,903.00    213,210,041.00
Additional Appropriations (GR)                                                       43,880,911.19     47,161,283.15     49,546,097.72     46,873,600.26
HEAF Appropriation Revenue (GR)                                                     34,950,547.00
Federal Revenue Non-Operating (PR-OP Grants/Contributions)                                                 12,225.92
Gifts (PR-OP Grants/Contributions)                                                   12,305,367.95     16,493,338.76     28,471,117.12     24,724,447.24
Investment Income (PR-OP Grants/Contributions)                                        8,008,062.96     19,119,118.54     15,097,223.56      4,817,934.59
Investment Income (GR)                                                                5,345,950.25         48,839.06     11,197,736.16      8,876,182.79
Loan Premium/Fees on Securities Lending (PR-OP Grants/Contributions)
Investing Activities Expense                                                            (80,191.85)    (1,804,713.05)      (395,255.34)     (1,611,009.73)
Interest Expense and Fiscal Charges                                                 (16,650,146.89)   (12,249,595.34)   (23,533,582.58)    (14,153,006.46)
Borrower Rebates and Agent Fees
Gain (Loss) on Sale of Capital Assets (GR)                                                               (211,888.89)    13,205,780.52        (274,913.52)
Net Increase (Decrease) in Fair Value of Investments (PR-OP Grants/Contributions)     5,124,298.27       (234,783.82)     2,812,180.54      (2,171,377.54)
Net Increase (Decrease) in Fair Value of Investments (GR)                                               1,088,624.53      2,316,006.49      (2,797,258.46)
Settlement of Claims (PR-Chgs for Services)                                             (34,604.67)      (133,507.35)       (86,680.35)       (134,886.05)
Settlement of Claims (GR)                                                              (136,035.94)      (127,021.99)      (136,854.45)       (121,134.27)
Other Nonoperating Revenues (Expenses) (PR-Chgs for Services)                         1,555,316.82      8,709,672.61      5,117,930.57       3,472,849.05
Other Nonoperating Revenues (Expenses) (GR)                                              97,368.96       (935,724.12)      (329,817.27)         43,875.83

   Total Nonoperating Revenues (Expenses)                                           298,806,788.53    329,744,322.01    322,695,785.69    280,755,344.73

Income (Loss) before Other Revenues, Expenses,                                       56,785,723.60     70,590,191.36     36,632,786.23     41,784,324.65
   Gains, Losses and Transfers


OTHER REVENUES, EXPENSES, GAINS,
LOSSES AND TRANSFERS
Capital Contributions                                                                    13,029.73       (664,024.66)      (354,562.05)
Capital Contributions (HEAF)                                                                           32,827,106.00     32,827,106.00     45,654,860.00
Additions to Permanent and Term Endowments                                            5,371,398.37      2,035,815.33        584,409.85       (647,425.02)
Special Items                                                                            25,686.00    (38,898,403.00)
Extraordinary Items
Increase Interagency Transfer Capital Assets                                                                                                    52,901.33
Decrease Interagency Transfer Capital Assets                                                                                                    (3,709.50)
Transfers-Ins                                                                           703,190.67        (39,530.57)                        1,783,882.08
Transfers-Out                                                                        (1,434,357.67)    (2,579,236.47)    (3,100,028.88)   (219,869,592.90)
Legislative Transfers-In                                                                                                                     4,125,474.93
Legislative Transfers-Out                                                              (116,771.92)
Legislative Appropriations Lapsed                                                                        (139,024.92)       (12,290.96)       (101,309.38)

CHANGE IN NET ASSETS                                                                 61,347,898.78     63,132,893.07     66,577,420.19    (127,220,593.81)

Net Assets, Beginning                                                               858,228,408.32    857,712,996.84    921,125,749.77    987,687,218.15
Restatements                                                                        (61,863,310.26)       267,181.12        (15,951.81)       (22,100.08)
Net Assets, Beginning as Restated                                                   796,365,098.06    857,980,177.96    921,109,797.96    987,665,118.07



NET ASSETS, ENDING                                                                  857,712,996.84    921,113,071.03    987,687,218.15    860,444,524.26




                                                                                                                                                       10
                                          TABLE A-9
                              TEXAS STATE UNIVERSITY SYSTEM
                                     Current Investments
                                     as of August 31,2008



Type of Security                                                      Fair Value
U.S. Government
   U.S. Treasury Securities                                                     0.00
   U.S. Government Agency Obligations                                     303,283.50
   U.S. Governement Agency Obligations (Texas Treasury Safekeeping)       965,640.58
Corporate Obligations                                                   3,254,866.00
Corporate Obligations (Texas Treasury Safekeeping)                              0.00
Corporate Asset and Mortgage Backed Securities                                  0.00
Equity                                                                  7,124,822.24
Repurchase Agreement                                                    1,902,039.59
Fixed Income Money Market and Bond Mutal Fund                          70,091,897.05
Other Commingled Funds                                                 19,682,929.30
Other Commingled Funds - Texpool                                      544,249,371.06
Commerical Paper                                                        1,185,333.00
Real Estate                                                                27,100.00
Miscellaneous                                                             583,404.89

Total                                                                 649,370,687.21


Consisting of the Following
 Proprietary Funds Current Cash Equivalents                           435,430,243.70
 Proprietary Funds Current Restricted Cash Equivalents                 79,019,598.98
 Proprietary Funds Short Term Investments                                 198,000.00
 Proprietary Funds Non-Current Restricted Cash Equivalents             31,900,589.56
 Proprietary Funds Non-Current Restricted Investments                  69,129,908.10
 Proprietary Funds Non-Current Investments                             33,692,346.87

Total as above                                                        649,370,687.21




                                                                                       11
                                                 TABLE A-10
                                       TEXAS STATE UNIVERSITY SYSTEM
                                          Endowment Funds Summary
                                               August 31, 2008


                                                  52,624,761 63,263,697 75,174,036 100,270,044 97,571,384
Institution                                           2004           2005            2006           2007            2008
Angelo State University                             73,212,545      77,895,230     80,940,829      87,446,864                n/a
Lamar University - Beaumont                           7,476,376      7,624,874      7,875,532       9,735,018      10,692,218
Lamar State College - Orange                              5,524          5,524         10,524          10,524             15,524
Lamar State College - Port Arthur                             0               0              0               0                0
Lamar Institute of Technology                                 0               0              0               0                0
Sam Houston State University                        18,173,335      20,629,643     25,596,863      31,985,986      36,102,070
Sul Ross State University                             9,555,599     10,545,429     11,282,461      12,075,519      12,685,421
Texas State University - San Marcos                 16,868,085      19,127,553     22,166,889      38,119,591      29,754,085
System Administration                                  545,842      5,330,674       8,241,767       8,343,405       8,322,067
Total                                              125,837,306    141,158,927     156,114,865     187,716,908      97,571,384
                                                                            (A)

(A) The GASB reporting model was adopted by the State of Texas beginning with FY2002. Under the previous reporting
model, Term-Endowments and Quasi-Endowments were identifiable and thus included in the balances reported in
this table. Such balances are no longer identifiable from the published Annual Financial Report. For the FY2002 and all
future years, only the more narrowly defined, Unexpendable Endowments will be reported.




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