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Item 4ECITY OF SOUTH LAKE MEMORANDUM January 12, 2010 To: Shana Yelverton, City Manager From: Sharen Jackson, Finance Director Subject: Award the Depository Services Contract with Frost Bank Action Requested: Award Depository Services Contract with Frost Bank Background Information: The bank depository proposal was released to potential proposers on November 10, 2009. The proposals were due on December 11, 2009. The bid specifications stipulated an initial three -year term, with an option to extend an additional two years. The bids were evaluated based on several criteria: 1. Customer Service and Responsiveness (20 %) 2. Financial Condition and Ability to Meet Collateral Requirements (20 %) 3. Demonstrated Ability to Meet Service Requirements (20 %) 4. Incorporation of Effective, High Quality and Innovative Cash Management Services (15 %) 5. Lowest Aggregate Cost, Consistent with other Selection Requirements (15 %) 6. Submission of all Required Information (10 %) Bids included "required services ", or the types of services that the City currently uses, plus "additional services ", which are services that the City anticipates using during the term of the contract. On December 11, 2009, the City received bids from six financial institutions. The evaluation team reviewed proposals based on the criteria outlined previously. On January 4, 2010, the Audit and Finance Committee reviewed the summary of the financial institutions proposal criteria submitted and the evaluation team's results. Based on the criteria outlined above, Frost Bank is staff's recommendation for depository services. Honorable Mayor and City Council Page 2 of 2 Financial Considerations: Monthly estimated fees $2,258.82. Strategic Link: B3 Pursue innovative service delivery options Citizen Input/ Board Review: N/A Legal Review: Request for proposal reviewed by City Attorney. Alternatives: None available Supporting Documents: Frost Bank proposal submittal Staff Recommendation: Award Depository Services Contract to Frost Bank I learned of this Request for Proposals by the following means: ❑ Newspaper Advertisement X❑ City E -mail Notification ❑ Southlake Website ❑ Cold Call to City ❑ Mailed Me a Copy ❑ Other City of Southlake RFP091 OB200SJ900038 Page 10 Appendix B — Proposal Submittal Checklist: (To determine validity of proposal) ^ X Appendix B (pages _20_ through _28_) must be included in the proposal submittal _X Appendix C (page _28J must be included in the proposal submittal. _X CD -ROM Version must be included in the proposal submittal. All proposals submitted to th c City of Southlake shall include this page with the submitted proposal and affix a copy of this form to the outside of the submittal packet's sealed envelope. Nu'n°ber RFPO910B20OSJ900038 Prolec# Tale PROVIDE DEPOSITORY BANK SERVICES FOR CITY OF SOUTHLAKE l Dene• my .2, adL 2:00 P.M. (CST), DECEMBER 11, 2009 Submit to City Secretary's Office 1400 Main Street, Suite 270 Southlake, TX 76092 817 748 -8016 Pro Weer Information = — roposer! Legal': FROST BANK Address:';` 641 E. SOUTHLAKE BLVD. Crty, Staet & dip" SOUTHLAKE, TEXAS 76092 Federal Employers 74- 0635455 lydenti er" 6- aTumber;' 817- 420 -5108 Fax Numbe 817- 420 -5277 I learned of this Request for Proposals by the following means: ❑ Newspaper Advertisement X❑ City E -mail Notification ❑ Southlake Website ❑ Cold Call to City ❑ Mailed Me a Copy ❑ Other City of Southlake RFP091 OB200SJ900038 Page 10 Appendix B — Proposal (continued) I. REQUIRED PROPOSAL INFORMATION. IN ORDER FOR A PROPOSAL TO BE CONSIDERED COMPLETE, AND TO BE EVALUATED FOR A CONTRACT AWARD BY THE CITY, PROPOSER MUST SUBMITALL OF THE FOLLOWING INFORMATION: 1. Proposed Products and /or Services A. Product or Service Description: Proposers should utilize this section to describe the technical aspects, capabilities, features and options of the product and/or service proposed in accordance with the required Scope of Services as identified in Appendix A. Promotional literature, brochures, or other technical information may be used. Please refer to the Treasury Management Section contained in Exhibit M for product descriptions. B. Additional Hardware Descriptions: Proposers should also include in this section a detailed description of what additional hardware and/or software, if any, would be required by the City in order to fully utilize the goods and/or services proposed. To interface with Frost's Cash Manager system, you will need a PC, Internet Explorer and an internet service provider. Our CD -ROM viewing software is a Windows -based software which we will provide at no charge. The City has the right to install the software on a network or on as many PC's at your organization as needed. C. Guarantees and Warranties: Each Proposer shall submit a complete copy of any warranties or guarantees provided by the manufacturer or Proposer with the Proposal submitted. N/A D. Project Schedule /Delivery Date: Proposer must provide a project schedule noting all projected completion dates for segments of the Project, from start-up to completion, and all delivery dates for goods covered by the RFP. The Proposal must show the number of days required to deliver and install the product or equipment after the receipt of the City's Purchase Order. Please refer to the Treasury Management Section - Exhibit M for Proposed Implementation Plan. 2. Proposer's Experience / Staff A. Project Team: Identify all members of the Proposer's team (including both team members and management) who will be providing any services proposed and include information which details their experience. Please refer to the Treasury Management Section - Exhibit M for Relationship Team and Biographies. B. Removal or Replacement of Staff. If an assigned staff person must be removed or replaced for any reason, the replacement person must be approved by City prior to joining the project. Agreed. C. Business Establishment: State the number of years the Proposer's business has been established and operating. If Proposer's business has changed names or if the principals operating the business operate any similar businesses under different names, or have operated any other businesses or changed the legal status or form of the business within the last five (S) years, all names, of predecessor business names, affiliated entities, and previous business entities operated by the City of Southlake RFP091OB200SJ900038 Page 11 principals, if different than present, must be provided; State the number of years experience the business has: — 141 ; and the number of employees: _3600+_. D. Project Related Experience: All Proposals must include detailed information that details the Proposer's experience and expertise in providing the requested services that demonstrates the Proposer's ability to logically plan and complete the requested project. Frost's 141 years of experience and expertise ate directed toward developing and offering new financial opportunities that will help our customers succeed in their own endeavors. Although we offer a full slate of financial products and services to businesses, governments, nonprofits, trusts and individuals, our real strength is our commitment to develop and sustain long -term customer relationships. At Frost, everyone is significant, and that belief shows in the way we treat customers, prospects and one another. Our focus on relationship is based on outstanding service, high ethical standards and conservative management to ensure organizational efficiency and the safety and security of financial assets. That means that we look at business from a different perspective — from our customer's point of view. And we offer excellence at a fair price, giving our customers superior value for the services they receive. Because long -term relationships are at the core of Frost's business, we are selective about the partnerships we form, basing new alliances on our judgment of character. Once made, we nurture these relationships by doing what is right rather than by just doing what is required by policies and procedures. More than a financial services partner that focuses on relationships, Frost is a safe and sound place to do business. During the recent financial crisis, we demonstrated our continuing commitment to soundness by maintaining strong liquidity and capital and turning down Troubled Asset Relief Program (TARP) funding. 3. References Proposer shall provide four (4) references where Proposer has performed similar to or the same types of services as described herein. Reference #1: Client / Company Name: City of Everman Contact Name: Contact Title: Ms. Kathy Renshaw Director of Finance Ph: E -mail: 817.292.0525 krenshaw@evermantx.net Date and Scope of Work Provided: 2008 - Depository/Treasury Services City of Southlake RFP091OB200SJ900038 Page 12 Reference #2: Client / Company Name: City of Haltom Ci Contact Name: Contact Title: Joel Welch Finance Director Ph: E -mail.. 817.222.7706 jwcich@haltomcitytx.com Date and Scope of Work Provided: 2005 - Depository/Treasury Services Reference #3: Client / Company Name: City of Euless Contact Name: Contact Title: Vicki Rodriquez Finance Director Ph: E -mail: 817.685.1626 vodriquez ci.euless.tx.us Date and Scope of Work Provided: 2007 - Depository /Treasury Services Reference #4: Client / Company Name: City of Keller Contact Name: Contact Title: Johnny Phifer Finance Director Ph: E-mail: 817.743.4025 jphifer@cityotkeller.com Date and Scope of Work Provided: 1999 - Depository /Treasury Services 4. Trade Secrets and /or Confidential Information Trade Secrets and/or Confidential Information: This proposal — X _ (does) (does not) contain trade secrets and /or confidential information. If applicable, describe such trade secrets and confidential information, and the basis for your assertion that such material qualifies for legal protection from disclosure. Frost considers rates and pricing to be proprietary information. 5. Federal, State and/or Local Identification Information A. Centralized Master Bidders List registration number: n/a B. Prime contractor HUB / MWBE registration number: n/a C. An individual Proposer acting as a sole proprietor must also enter the Proposer's Social Security Number: #74--0635455 - II. CONTRACT TERMS AND CONDITIONS. EXCEPT WHERE PROPOSER MAKES SPECIFIC EXCEPTION IN THE SUBMITTED PROPOSAL, ANY CONTRACT RESULTING FROM THIS RFP WILL CONTAIN THE FOLLOWING TERMS AND City of Southlake RFP091OB200SJ900038 Page 13 CONDITIONS, WHICH PROPOSER HEREBYAKNOWLEDGES, AND TO WHICH PROPOSER AGREES B Y SUBMITTING A PROPOSAL: \ 1. Delivery of Products and/or Services A. Payment Terms: Unless otherwise specified in the Scope of Services or otherwise agreed to in writing by the City, payment terms for the City are Net 30 days upon receipt of invoice. B. Warranty of Products and Services: All products furnished under this contract shall be warranted to be merchantable and good quality and fit for the purposes intended as described in this Proposal, to the satisfaction of City and in accordance with the specifications, terms, and conditions of the Scope of Services, and all services performed shall be warranted to be of a good and workmanlike quality, in addition to, and not in lieu of, any other express written warranties provided. C. Late Delivery or Performance: If Proposer fails to deliver acceptable goods or services within the timeframes established in the Project Schedule, the City shall be authorized to purchase the goods or services from another source and assess any increase in costs to the defaulting Proposer, who agrees to pay such costs within ten days of invoice. D. Title to Goods and Risk of Loss: For goods to be provided by Proposers hereunder, if any, the title and risk of loss of the goods shall not pass to City until City actually receives, takes possession, and accepts the goods and the installation of such goods, has tested the system, and determined that it is in good and acceptable working order. 2. Miscellaneous E. Independent Contractor: Proposer agrees that Proposer and Proposer's employees and agents have no employer - employee relationship with City. Proposer agrees that if Proposer is selected and awarded a contract, City shall not be responsible for the Federal Insurance Contribution Act (FICA) payments, Federal or State unemployment taxes, income tax withholding, Workers Compensation Insurance payments, or any other insurance payments, nor will City furnish any medical or retirement benefits or any paid vacation or sick leave. F. Assignments: The rights and duties awarded the successful Proposer shall not be assigned to another without the written consent of the Purchasing Manager. Such consent shall not relieve the assigner of liability in the event of default by the assignee. G. Liens: Proposer shall indemnify and save harmless the City against any and all liens and encumbrances for all labor, goods, and services which may be provided to the City by Proposer or Proposer's vendor(s), and if the City requests, a proper release of all liens or satisfactory evidence of freedom from liens shall be delivered to the City. H. Gratuities / Bribes: Proposer certifies that no bribes in the form of entertainment, gifts, or otherwise, were offered or given by the successful Proposer, or its agent or representative, to any City officer, employee or elected representative, with City of Southlake RFP091OB200SJ900038 Page 14 respect to this RFP or any contract with the City, and that if any such bribe is found to have been made this shall be grounds for voiding of the contract I. Financial Participation: Proposer certifies that it has not received compensation from the City to participate in preparing the specifications or RFP on which the Proposal is based and acknowledges that this contract may be terminated and/or payment withheld if this certification is inaccurate. J. Required Licenses: Proposer certifies that he holds all licenses required by the State of Texas for a provider of the goods and/or services described by the Scope of Services herein. K. Authority to Submit Proposal and Enter Contract: The person signing on behalf of Proposer certifies that the signer has authority to submit the Proposal on behalf of the Proposer and to bind the Proposer to any resulting contract. L. Compliance with Applicable Law: Proposer agrees that the contract will be subject to, and Proposer will strictly comply with, all applicable federal, state, and local laws, ordinances, rules, and regulations. 3. Financial Responsibility Provisions A. Insurance: The Proposer, consistent with its status as an independent contractor, shall carry, and shall require any of its subcontractors to carry, at least the following insurance in such form, with such companies, and in such amounts (unless otherwise specified) as City may require: i. Worker's Compensation and Employer's Liability insurance, including All States Endorsement, to the extent required by federal law and complying with the laws of the State of Texas; ii. Commercial General Liability insurance, including Blanket Contractual Liability, Broad Form Property Damage, Personal Injury, Completed Operations /Products Liability, Premises Liability, Medical Payments, Interest of Employees as additional insureds, and Broad Form General Liability Endorsements, for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage on an occurrence basis; iii. Comprehensive Automobile Liability insurance covering all owned, non - owned or hired automobiles to be used by the Contractor, with coverage for at least One Million Dollars ($1,000,000) Combined Single Limit Bodily Injury and Property Damage. B. Indemnification: Proposer agrees to defend, indemnify and hold harmless the City, all of its officers, Council members, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages and liabilities, including reasonable attorneys' fees, court costs and related expenses, arising out of, connected with, or resulting from any acts or omissions of Proposer or any agent, employee, subcontractor, or supplier of Proposer in the execution or performance of this contract without regard to whether such persons are under the direction of City agents or employees. Frost can accommodate all of the City's above -noted requirements and requests. City of Southlake RFP0910B200SJ900038 Page f5 Appendix C — Form CIQ IIVFORM47ION RJLGARDINCr VENDOR C ONFLICT OFINT"ESFQUEbT'IONNAIRE WHO: A person must file a conflict of interest questio with the City if the person has a employmcmt or business relationship with an officer of the City that results in taxable income exceeding $2,500 during the preceding twelve month period, or an officer or a member of the officer's family has accepted $ifls with an aggregate value of more than $250 during the previnus twelve month period snd the person engages in any of the following actions: I_ contracts or seeks to contrdct for the sale or purebase of property, goods, or services with the City, including; any of the thilowing: x_ _writtrn_stnd imnlirA rnnirar rrtilii4 _.ttldd , OL,,VUJ earn purcbmes and any purchase of goods and services by the City; b_ contracts for the purchase or sale of real property, personal property including an nurtion of property; C. tax abatement and economic development agreernents; 2. submits a bid to sell goods or services, or responds to a request for proposal for services; 3. enters into negotiations with the City for a contract; or 4. applies for a tax abatement arWor economic development incentive that will result in a rnntract with the Cary. '.UHL FOLLOtiY NG ARE CONISIDFRTII OFFICERS OF THE CITY: I . Mayor and City Council '.Members; 2. City Manager; 3. Board and Commission memberx appointed by the Mayor or City Council members; 4. Directors of 4A and 4B development corporations; S. the executive directors or managers of 4A and 4B development corporations; and 6. Directors of the City of Southlake who have authority to sign contmotc on behalf of the City. :EXC rUSIOINS: A questionnaire statement need not be filed if the money paid to a looal government officar was a political contribution, a gift to a member of the of ecr's family from tt family member; a contract or purchase of less than $2,500 or a transaction at a price and subject W 15o�IWrkeVulitr :IlKnemrs4Clnpter 17o..�CUehmeeu C,IQ.0936p@.dvo Pap 100 City of Southlake RFP091OB200SJ900038 Page 16 Appendix C — Form CIQ (continued) 1 to terms available to the public; a payment for food, lodlong, transportation or entertainment; or a tranmetion subject to rate or fee regulation by a govornmcntal. entity or agency. VMATl A person or business that contracts with the City or who seeks to Contract witlt the City must file a "conflict of interest questionnaire" (FORM CIQ) which is available onue at www.athies.state.tx.0 and a copy of which is attached to this Guideline. The form contains mandatory disclosures regarding "employment or business relatio" ips" with a municipal officer. Officials may be asked to clarify or interpret various portions of the questionnaire. «Nc The person or business must file. I. the questiomtaim no later than seven days after the date the poison or business begins contrast discussions or negotiations with the municipality, or sulrntits au application, responds to a request for proposals or bids, correspondence, or other writing related to u pumid d cuntract or agrcement with the City; and I an updated qucstionnaire within seven days after the dale of an munt that would make a filed questionnaire incomplete or inaccurate. It does not matter if the submittal of a bid or proposal results in a cmntram The statute requires a vendor to file a FORM CIQ at tho tirrre a proposal is subinitted or negotiations cornrricncc, VAMM. The vendor or potential vendor must nrail or deliver a oompletad questionnaire to the Finance Department. The Finanee Deparhneni it mquifreri by law to past the saralemexdf or the City's interne t Websile. ENFORC E T:.Cailut+o to filo a quasdonwu r is is class c rrlisdelneanorpunishable by a $ne not to exomd $506. it is an exception to prosecution that thu person files a FORM CIQ not later then seven business days after the person received notioe , of violation. NOTE: The City does not have n duty to ensure that a person files a conflict of interest questionnaire. WASouthIrMT bcdlaneouACIzIVSO 176.AtuWimva .CIQ.09Z69E.da ftv2 "f 3 City of Southlake RFP0910B200SJ900038 Page 17 Appendix C — Form CIQ (Continued) 1CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ 'For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.S. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Date Received Code by a person who has a business relationship as defined by Section 176.001 (1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By Law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7` business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. I II Name of person who has a business relationship with local governmental entity. None exist ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has affiliation or business relationship. NIA Name of Officer This section, (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? ❑ Yes X ❑ No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? ❑ Yes X ❑ No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? ❑ Yes X ❑ No D. Describe each employment or business relationship with the local government officer named in this section. December 10,_ 2009 Signature g business with the governmental entity Date Jeff Salavarria City of Southlake RFP091OB200SJ900038 Page 18 Appendix D — No Intent to Submit Form NIA If your firm has chosen not to submit a proposal for this procurement, please complete this form and submit to: City of Southlake Purchasing Division, Department of Finance 1400 Main Street, Suite #440 Southlake, Texas 76092 Please check all items that apply: ❑ Do not sell the item(s) required ❑ Cannot provide Insurance required ❑ Cannot be competitive ❑ Cannot provide Bonding required ❑ Cannot meet specifications highlighted ❑ Cannot comply with Indemnification in the attached request requirement ❑ Job too large ❑ Job too small ❑ Do not wish to do business with the City of ❑ Other: Southlake COMPANY NAME (Please print): Authorized Officer Name (Please print): Telephone: {_} Fax: ( ) City of Southlake RFP0910B200SJ900038 Page 19 Attachment "A" BROKER/DEALER CERTIFICATION FORM as required by Texas Government Code 2256.005 (k) CITY OF SOUTHLAKE (the "City ") The City acknowledges that the only means the firm has to preclude imprudent investment activities arising out of transactions between the firm and the City is to confirm that all provisions of the City's investment policy are followed in investment transactions conducted between the firm and the City, and the second paragraph below should be read accordingly. I, as a registered principal for the firm Frost National Bank do hereby certify that I, and the broker covering this account, Brad W. Johnson, have received and both reviewed the investment policy of the City. We acknowledge that this firm has implemented reasonable internal procedures and controls in an effort to preclude imprudent investments between this firm and the City arising from transactions between the City and the firm. City of Southlake RFP091OB200SJ900038 Page 110 CERTIFICATION BY BUSINESS ORGANIZATION This certification is executed on behalf of City of Southlake ; (the Investor) and Frost National Bank (the Business Organization) pursuant to the Public Funds Investment Act Chapter 2256, Texas Govemment Code (the Act) in connection with investment transactions conducted between the Investor and the Business Organization. The undersigned Qualified Representative of the Business Organization hereby certifies on behalf of the Business Organization that: The undersigned is a Qualified Representative of the Business Organization offering to enter into an investment transaction with the Investor as such terms are used in the Public Funds Investment Act, Chapter 2256, Texas Government Code and 2, The Qualified Representative of the Business Organization has received and reviewed the Investment Policy furnished by the Investor and 3. The Qualified Representative of the Business Organization has implemented reasonable procedures and controls in an effort to preclude imprudent investment transactions conducted between the Business Organization and the Investor that are not authorized by the entity's investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity's entire portfolio or required an interpretation of subjective investment standards. 4. The Business Organization will rely upon instructions from only the persons authorized on behalf of City of Southlake as. stated in the Investment Policy and City's resolution designating investment officers. Qualified Repres i ati rofth us ess rganization Name: Brad W. Johnsoir/ Title: Investment Officer Date: December 1, 2009 City of Southlake RFP091OB200SJ900038 Page 111 City of Southlake Banking Components Fee Schedule For FY2010 RFP Excel Spreadsheet inserted City of Southlake RFP091OB200SJ900038 Page 112 City of Southlake Banking Components Fee Schedule For FY2010 RFP City of Southlake Banking Components Fee Schedule For FY2010 RFP City of Southlake Banking Components Fee Schedule For FY2010 RFP $10M Check Reconciliation Import File Layout Input Format 7 Description: ACCT 4 -13, CHK 14-23, AMT 4958 Fields: ACCOUNT, CHECK, PAID DATE, AMOUNT Positions: 41131141231311361491581 Note: Positions= STARTI ENDISTARTIEN D1 Input Format 1A Description: BANK ONE ARP - AP & PR Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 141221241411711781431601YYYYMMDDI 0 Bank One Account Reconciliation Package Input Format 2 Description: ACCT 1 -10, CHK 11 -20, AMT 27 -36 Fields: ACCT#, CHECK#, PAID DATE, AMOUNT Positions: 11101111201211261271361 Note: Positions= STARTIENDISTARTIENDI Input Format 3 Description: SHAWMUTIFLEET BANK- A1P CHECK RECON FOR EAST HARTFORD CT Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 111011112013413912-21331 Note: SHAWMUTIFLEET BANK - EAST HARTFORD CT. Input Format 4 Description: FLEET SANK Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 61151161271401451281391 Note: N KINGSTOWN, RI Input Format 5 Description: BANK OF BOSTON - EAST HARTFORD P1R Fields: ACCT#, CHECK#, PAID DATE, AMOUNT Positions: 11101381451311361211301 Note: EAST HARTFORD Input Format 6 Description: KENTON COUNTY, KENTUCKY Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 61121141191231281321431 Note: KENTON COUNTY 1 City of Southlake RFP0910S200SJ900038 Page 113 Input Format 7 Description: SHAWMUT BANK - EAST HARTFORD A/P Fields: ACCT #, CHECK#, DATE PAID, AMOUNT Positions: 21111151251341391281331 Note: FAST HARTFORD, CT. Input Format 0 Description: FIRST UNION NATIONAL BANK- LEXINGTON, NC Fields: ACCT #, CHECK #, CHECK DATE, AMOUNT Positions: 41131141231341391241331 Note: LEXINGTON, NC -A!P Input Format 9 Description: LEXINGTON STATE BANK- LEXINGTON, NC Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 23132133142153158)431521 Note: LEXINGTON, NC -A1P & PIR Input Format 9A Description: M & T BANK (CITY OF BUFFALO) Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 11111201271341391401491 Note: M & T BANK (CITY OF BUFFALO) Input Format 9B Description: MARINE MIDLAND (CITY OF BUFFALO) Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 1 191121191301 351201291 Note: MARINE MIDLAND (CITY OF BUFFALO) Input Format 9C Description: CHASE (CITY OF BUFFALO) Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 11111201271341391471561 Note: CHASE (CITY OF BUFFALO) Input Format 9D Description: FIFTH/THIRD (CINCINNATI) Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 3112113122123128 130 391 Nate: FIFTH/THIRD (CINCINNATI) City of Southlake RFP091OB200SJ900038 Page 114 \ Input Format 10 Description: FIRST FIDELITY BANK, N.A. - CITY OF NORWALK Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 1)1 011 11201321371211311 Note. CITY OF NORWALK, CT input Fonnat 11 Description: BOSTON BANK FILE - AP & PR Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 41131141231241291301391 Note: BOSTON BANK FILE FROM COBOL Input Format 12 Description: DOCKLAND BANK FILE Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: I I319I2012 Note: ROCKLAND BANK FILE FROM COBOL Input Fonnat 13 Description: BEVERLY BANK INPUT FILE - AP Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 11161261331201251341431 Note: BEVERLY BANK FILE FROM COBOL Input Format 14 Description: BAYBANK INPUT FILE - AP Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 46155121111221271121211 Note: BAYBANK BANK FILE FROM COBOL Input Format 16 Description: NATWEST BANK FILE - AP Fields: ACCT #, CHECK #, CHECK DATE, AMOUNT Positions: 11101111191291341201281 Note: NATWEST BANK FILE FROM COBOL Input Format 16 Description: SHAWMUT BANK FILE - AP & PR Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 11101111201341391221331 Note: SHAWMUT BANK FILE FROM COBOL City of Southlake RFP091OB200SJ900038 Page 115 Input Format 17 Description: KEY BANK FILE - AP Fields: ACCT#, CHECK #, CHECK DATE, AMOUNT Positions: Ill 21131221241291301391 Note: KEYBANK BANK FILE FROM COBOL Input Format 18 Description: NORTHERN BANK FILE - PR Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 5114115 1221391441251341 Note: NORTHERN BANK FILE FROM COBOL Input Format 19 Description: NBSC- CHARLESTON COUNTY SCHOOLS Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 11101211301311361111201 Note: CHARLESTON COUNTY SCHOOLS - AP RECON Input Format 20 Description: IREDELL COUNTY - AP CHECK RECON FORMAT Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Po sltlons: 01011151111161171281 Note: IREDELL COUNTY AP RECON Input Format 21 Description: BOWLING GREEN BANK & TRUST - PR & AP Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 1110121130131136111 1201 Note: KENTUCKY - BOWLING GREEN BANK & TRUST Input Format 22 Description: FLEET BANK -PAID DATE YYMMDD Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 34143101 11012833111 1211YYMMDDI Note: FLEET BANK - PAYROLL CHECK RECON FILE Input Format 23 Description: APIPAYROLL CHECK RECON FORMAT FOR FAYETTE COUNTY - BANK ONE Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 1191161231101151241331 Note: FMI, contact Garry Hoover 4 City of Southlake RFP091OB200SJ900038 Page 116 Input Format 24 Description: FIRST CITIZEN'S BANK - IREDELL COUNTY AP & PR CHECK RECON. Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 2912911161111161171281 Note: IREDELL COUNTY AP & PR CHECK RECON. Input Format 25 Description: LUMBEE GUARANTY BANK - ROBESON COUNTY - AP & PR CHECK RECON Fields: ACCT #, CHECK#, CHECK DATE #, AMOUNT Positions: 71161431501511601331421 Note: LUMBEE GUARANTY BANK -AP & PR RECON Input Format 26 Description: PEOPLE'S FIRST BANK - CALLOWAY COUNTY KT - PR Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 11811181291361161261 Note: GALLOWAY COUNTY KENTUCKY - PR RECON Input Format 27 Description: TONAWANDA PAYROLL CHECK RECON - BANK UNKNOWN Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 1181101161171221231311 Nate: TONAWANDA PAYROLL CHECK RECON Input Format 28 Description: AP CHECK RECON FOR BARNETT BANK- CITY OF PORT ST. LUCIE Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 11101111201371421211301 Note: CITY OF PORT ST. LUCIE - AP CHECK RECON - Input Format 29 Description: BEAVER DAM BANK - CHECK RECON Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 1 Note- OHIO COUNTY KENTUCKY Input Format 30 Description: TRANS - FINANCIAL BANK - CHECK RECON Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 118120126127132191191 Note: FLOYD COUNTY, KENTUCKY 5 City of Southlake RFP091OB200SJ900038 Page 117 ,Y Input Format 39 Description: ACCT 6 -15, CH K 42 -49, AMT 26 -35, DATE 36-41 Fields: ACCT*, CHECK#, PAID DATE, AMOUNT Positions: 61151421491361411261351 Note: NATIONS BANK OF KENTUCKY Input Format 32 Description: ACCT 3 -12, CHK 13-20, AMT 27 -36, DATE 21 -26 Fields: ACCTA CHECK#, PAID DATE, AMOUNT Positions: 31121131201211261271361 Note: FARMERS BANK & CAPITAL TRUST Input Format 33 Description: FIRST CITIZENS BANK - HAYWOOD COUNTY AP & PR CHECK RECON Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 29129111101111161171281 Note: HAYWOOD COUNTY AR & PAYROLL CHECK RECON Input Format 34 Description: KEY BANK - AP CHECK RECON FOR BATH, ME Fields: ACCT #, CHECK#, DATE, CHECK AMOUNT Positions: 61151'161251361411261351 Note: Positions = STARTIENDISTARTIENDI Input Format 35 Description: CHASE MANHAT'T'AN BANK Fields: ACCOUNT, CHECK, DATE, AMOUNT Positions: 11911 Oil 91371421201301 Note: CITY OF ELMIRA, NY Input Format 36 Description: WACHOVIA BANK - UNION COUNTY AP & PR CHECK RECON FORMAT Fields: ACCT#, CHECK #, CHECK DATE, AMOUNT Positions: 11101111201311371211301 Note: UNION COUNTY AP & PR CHECK RECON Input Format 37 Description: FIRST OF AMERICA Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 41131271341351401141231 Note: KALAMAZOO PUBLIC SCHOOLS, MI 6 City of Southlake RFP091OB200SJ900038 Page 118 Input Format 38 Description: WHITLEY COUNTY. KY Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 41 131 14123131 [361491581 Note: WHITLEY COUNTY, KY Input Format 39 Description: AP/PR CHECK RECON FOR FAYETTE COUNTY- FIFTH THIRD BANK Fields: ACCT#, CHECK#, CHECK DATE, AMOUNT Positions: 31121131221231281301391 Note: Questions? Contact Gary Hoover July 2004 Input Format 40 Description: KENTUCKY BANK Fields: ACCOUNT #, CHECK#, PAID DATE, AMOUNT Positions: 121 16141 X48151 156131 140 Nate: BOURBON COUNTY Input Format 41 Description: FIRST UNION Fields: ACCOUNT, CHECK, PAID DATE, AMOUNT Positions: 011131141231341411241331YYYYMMDD Note: FIRST UNION Input Format 42 Description: BANK BOSTON Fields; ACCOUNT *, CHECK#, PAID DATE, AMOUNT Positions: 1 110138145131 [36121 1301MMDDYY Note: BANK BOSTON Input Format 43 Description: BANK SERVICES OF VIRGINIA, INC. Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 1 ] 121 13120135142 1251341YYYYMM DD Note: CITY OF MARTINSVILLE, VA Input Format 44 Description: FIRSTAR BANK Fields: ACCT#, CHECK, PAID DATE, AMOUNT Positions: 31121131221331381231 321 City of Southlake RFP091OB200SJ900038 Page 119 Input Format 46 Description: WHITAKER BANK - SCOTT COUNTY Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 1110111120121125 1271361 Note: WHITAKER BANK - SCOTT COUNTY, KY Input Format 46 Description: REGIONS BANK Fields: ACCT #, CHECK#, DATE PAID, AMOUNT Positions: 101261491631301371174 1 1931 Note: FLOYD COUNTY, GA Input Format 47 Description: KENTUCKY BANK - SCOTT COUNTY Fields: ACCT #, CHECK#, DATE PAID, AMOUNT Positions: 12116143 1501531601331421 Note: KENTUCKY BANK - SCOTT COUNTY Input Format 48 Description: OLD NATIONAL BANK Fields: ACCT #, CHECK #, CHECK DATE, AMOUNT Positions: 231321331471611661481601YYMMDD Note: MUHLENBERG, KY Input Fonnat 49 Description: COMMUNITY TRUST BANK Fields: ACCOUNT #, CHECK#, PAID DATE, AMOUNT Positions: 011111121201211281291371YYYYMMOD Note: COMMUNITY TRUST BANK, N.A. Input Format 50 Description: BEVERLY NATIONAL BANK Fields: ACCT, CHECK NUM, DATE, AMOUNT Positions: 311213314216315BI431521YYMMDD Note: BEVERLY NATIONAL BANK (PR) Input Format 51 Description: CCB - CENTRAL CAROLINA BANK Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 41131221311381431511601YYMM DD Note: CENTRAL CAROLINA BANK City of Southlake RFP091OB200SJ900038 Page 120 Input Format 52 Description: CHASE MANHATTAN DELAWARE Fields: ACCT#, CHECK#, PAID DATE, AMOUNT Positions: 011091101161171221231311 Note: CHASE MANHATTAN DELAWARE Input Format 53 Description, BANK OF AMERICA - STANDARD ACCOUNT RECONCILIATIONS Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 11121161251381431261371 Note: BANK OF AMERICA -STD ACCT RECONCILIATION Input Format 54 Description: MORGANTOWN BANK & TRUST Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 11911 D1191201251261351 Note: MORGANTOWN, KY Input Format 55 Description: FLEET BANK - PAID DATE MMDDYY Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 3414310111 0128133111 1211 Note: FLEET BANK - CHECK RECONCILIATION FILE Input Format 56 Description: FLEET BANK - CHECK DATE MMDDYY Fields: ACCT #, CHECK#, CHECK DATE, AMOUNT Positions: 34 1431011101221271111211 Note: FLEET BANK- CHECK RECONCILIATION FILE Input Format 97 Description: HIBERNIA BANK CHECK RECONCILIATION Fields: ACCT #, CHECK#, CHKCLR DATE, AMOUNT Positions: 1113115 1201311361211301 Note: HIBERNIA BANK CHECK RECONCILIATION Input Format 58 Description: M & T BANK - TONAWANDA Fields: ACCOUNT #, CHECK#, PAID DATE, AMOUNT Positions: 1 1151161251381431261371MMDDYY Note: M & T BANK Input Format City of Southlake RFP091OB200SJ900038 Page 121 Input Format 59 Desorlptlon: COMERICA BANK Fields: Acct #, Chk #, Date Pd, Amount Positions: 111 Oil 21211231281301391 Note: COMERICA BANK FORMAT STARTIENDISTARTIEND Input Format 60 Description: PEOPLES HERITAGE BAI FORMAT Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 712313614511161241351YYMMDD Note: PEOPLES HERITAGE BAI -Input Format ALTE Input Format fit Description: NORTH SHORE COMMUNITY BANK - AP & PR Fields: ACCT #, CHECK #, DATE CLEARED (MMDDYY), AMOUNT Positions: 11101211301311361111201 Note: NORTH SHORE COMMUNITY BANK Input Format 62 Description: BANK OF AMERICA, FULL DATE Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 11121161251381461261371 Note: BANK OF AMERICA - FULL DATE Input Format 63 Description: BATH SAVINGS BANK - CSV FILE Fields: ACCT #, CHECK*, PAID DATE, AMOUNT Positions: 1 1 2 1 6 1 3 1 Note: BATH SAVINGS BANK Input Format 64 Description: BANK OF AMERICA TEXAS - AP & PR Fields: ACCOUNT #, CHECK#, CLEAR DATE (MMDDYY ), AMOUNT Positions: 11101181231361411241351 Note: BANK OF AMERICA TEXAS Input Format 65 Description: PR PEOPLES HERITAGE BAI FORMAT Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 711612913811161171281YYMMDD Note: PR PEOPLES HERITAGE BAI - Input Format A 10 City of Southlake RFP091OB200SJ900038 Page 122 Input Format 66 Description; WEST AMERICA BANK FORMAT Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 10118149158130137117411841 Note: POSITIONS = STARTIENDISTARTIEND Input Format 67 Description: BANK OF COMMERCE AND TRUST Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 1 1 2 1 6 1 3 1 Input Format 68 Description: BANKAMERICA Fields: ACCOUNT, CHECK #, PAID DATE, AMOUNT Positions: 1110111 j20131136121130IMMDDYYI Note: BANK AMERICA Input Format 68 Description: GATEWAY NATIONAL BANK Fields: ACCOUNT#, CHECK #, CHECK DATE, AMOUNT Posit €ons: 61121231301311361131221 Note: GATEWAY NATIONAL BANK Input Format 71 Description: MARICOPA COUNTY Fields: ACCT #, CHECK #, CHECK DATE, AMOUNT Positions: 113110118142151152161 Note: MARICOPA COUNTY Input Format 73 Description: BANK OF THE CAROLINAS Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 316181171361431181271 Note: POSITIONS = STARTIENDI; DATE = MMDDYYYY Input Format 74 Description: Bank of the West (BW) ACCT #,CHECK#,PAID DATE,AMOUNT 118191161191241251341 Note: 116 = STARTIEND; PAID DATE = MMDDYY Input Format 75 Description: WELLS FARGO Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 1110111120131136121130 Note: STARTIENDI; PAID DATE = MMDDYY 11 City of Southlake RFP091OB200SJ900038 Page 123 Input Format 76 Description: WEBSTER BANK, NORTH HAVEN, CT Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Posltlons: 1 110111 1201341391221331 Note: STARTIENDI; PAID DATE MMDDYY Input Format 78 Description: BANCO POPULAR (BP) Fields: ACCT#,CHECK#,PAID DATE,AMOUNT Positions :1191101191281331201271 Note: 119: STARTIEND;DATE= MMDDYY Input Format 80 Description: US BANK OUTPUT FORMAT FOR AP CHECK RECON Fields: Acct 3 -14, Check # 15 -24, Date paid 37 -44, Amcunt 25 -35 Positions: 31141151241371441251361MMDDYYYY PAID CHECK FORMAT FROM US BANK Input Format 81 Description: NATIONAL CITY BANK PAID CHECK FILE Fields: Acct 4 -9, Check # 40.48, Date paid 25-30, Amount 13-24 Positions: 4191401481251301131241YYMMDDI Note: PAID CHECKS FOR INGHAM COUNTY Input Format 82 Description: NATIONAL CITY BANK (INGHAM PAYROLL) Fields: ACCT #, CHECK#, PAID DATE, AMOUNT Positions: 41131261311381431501591 Note: PAYROLL PAID CHECK IMPORT Input Format 83 Description: CLINTON COUNTY, NY Fields: ACCT #, CHECK #, CHECK DATE, AMOUNT Positions: 11101211301311381111201 MM DDYYYY Note: CLINTON COUNTY, NY Input Format 84 Description: NORTHFORK BANK Fields: ACCOUNT, CHECK #, PAID DATE, AMOUNT Positions: 11101111201311361211301 MMDDYYI Note: NORTHFORK BANK 12 City of Southlake RFP091OB200SJ900038 Page 124 Input Format 85 Description: MELLON BANK Fields: ACCT #, CHECK# CHECK DATE, AMOUNT Positions: 231321331421531581431521YYMMDDI Note: MELLON BANK Input Format 86. Description: USVI - FIRST BANK 1-8 Not Used 9 -18 Account Number 1924 Spaces 25-36 Amount 27-44 Date (MMDDYYYY) 45-54 Check Number 44 First Bank Use Only Input Format 69 Description: ACCT 1 -20, CHK 30 -39, AMT 60-59 Fields: ACCT #, CHECK #, PAID DATE, AMOUNT Positions: 11201301391501551601691 Note: Positions = STARTIENDISTARTIENDI Input Format 1131 Description: BANK NORTH STANDARD PAID FILE Fields: ACCT#, SERIAL #, PAID DATE, PAID AMOUNT Positions: 131221421511251301311411 Note: BANK NORTH STANDARD PAID FILE Input Format ST Description: SUN TRUST BANK Fields: ACCT #,Check#,PAID DATE, AMOUNT Positions: 4113122131 X38143151 1601YYMMDD Import Format W3 Description: WACHOVIA WITH PAYEE MATCH Fields: ACCOUNT #, CHECK #, AMOUNT, PAID DATE Positions: 01113114123124133134141 jYYYYMMDD 13 City of Southlake RFP091OB200SJ900038 Page 125 Input Format WS Description: Williamson County Schools 1 -3 fund 33 — 42 check number 111 —124 check amount 929 —136 date reconciled Input Format X1 Description: TESTING DATE FORMAT MMDDYYYY Fields: ACCT #, CHECK #, DATE CLEARED, AMOUNT Positions: Ill Oil 1 120131)38121 130]MMDDYYYY Note: TESTING MMDDYYYY Input Format for Bank of the Carolinas 1 Branch number 1 -2 2 2 Account (client) number 3 -6 4 3 Check issued1paid status 71 4 Check number 8 -1710 5 Amount 18-27 10 6 Issue Date ( MMDDYYYY) 28-35 8 7 Paid Date ( MMDDYYYY) 36-43 8 8 Bank Trace number 44-56 13 Input Format for Bank of West ACCT #,CHECK#, PAID DATE,AMOUNT 118191161191241251341 Long description: 118 = STARTIEND; PAID DATE = MIVIDDYY Input Format - Wells Fargo Bank (2005.03) HEADER RECORD: 1 -2 Always 'H1' 3 Space 4 -13 Account Number Length 80, other fields ignored. DETAIL RECORD: 1 -3 R12 for Paid Check report 4 -13 Serial Number (Check #) 23 -32 Amount 33 -38 Paid date Length 80 -164, other fields ignored. TRAILER RECORD: 1 -2 Always `Ti' Length 80, other fields ignored. February 2009 14 City of Southlake RFP091OB200SJ900038 Page 126 Payment Processing 1 Lockbox Payment Processing MUMS Vers 6 Appendix A - NIUNIS® Standard Lock Box Layout Rayissd 12/20/2006 Batch Header Record layout Detail (Payment) Record Layout FIELD NAME COLI-JUNS CHAR TYPE VALUF. Filler TYPE VALUE FIELD W[AF Batch Header Record Identifier COU WINS 1 CHAR 1 A/N Detail Category Code Batch Amount 2 -11 10 N Total of the payment records for the batch. The decimal is implied. Payment Date 12 -19 8 NN MMDDYYYY Bank Code/Cashier 20-23 4 N Lock Box Co. info. Batch Number 24 -27 4 N Lock Box Co. Info. Filler 28 -80 53 A/N spaces Detail (Payment) Record Layout FIELD NAME COLI-JUNS CHAR TYPE VALUF. Filler 1 -3 3 AIN spaces Extracted from the Detail Category Code 4fv 2 N scan line. 20 =real estate Detail Bill Year 6-9 4 N YYYY Extracted from the scan line. Extracted from the Detail Bill Number 10 -17 8 N scan line. Payment amount. The Detail Amount Paid 18 -27 10 N decimal is implied Batch Number 28-31 4 N Lock Box Co. info Filler 32-80 49 A/N spaces Page 8 of 14 City of Southlake RFP091OB200SJ900038 Page 127 Payment Processing Lockbox Payment Processing MUNIS Version 6 Appendix B - MUNIS Questpoint Lock Box Layout Batch Header Record Layout COLUMNS VALUE FILI.D NAME Batch Header Record COLUMNS CHAR TYPE 1 1 AM "H° Identifier 2 N scan line. 20 =real Total of the payment Batch Amount 2 -11 10 N records for the batch. YYYY Extracted from the The decimal is implied. Payment Date 12 -19 a AIN MMDDYYYY Bank Code/Cashier 20 -23 4 N Lock Box Co. info. Batch Number 24 -27 4 N Lock Box Co. info. Filler 28-80 55 AM spaces Detail (Payment) Record Layout FIELD NAME COLUMNS CHAR TYPE VALUE Extracted from the Detail Category Code 1 -2 2 N scan line. 20 =real estate Detail Bill Year 3 -6 4 N YYYY Extracted from the scan line. Detail Bill Number 7 -14 8 N Extracted from the scan line. Detail Amount Paid 15 -24 10 N Payment amount. The decimal is implied. Payment Date 25 -32 8 N MMDDYYYY Bank Code /Cashier 33 -36 4 N Lock Box Co. Info. Batch Number 37-40 4 N Lock Box Co. info. Filler 41 -60 40 AIN spaces Page 8 of 11 1 City of Southlake RFP091OB200SJ900038 Page 128 Payment Processing Lockbox Payment Processing MUNIS version & Appendix C - MUNIS Property Lock Box Layout " R h u—Aar RCPn I svnut Detail (Payment) Record Layout FIF-LD NAME Filler COLUMNS 1 -3 CHAR 3 TYPE VALUE FIELD NAME Batch Header Record Identifier COLUMNS 1 CHAR 1 A/N " Batch Amount 2 -11 10 N Total of the payment records for the batch. The decimal is implied. Payment Date 12 -19 8 AM MMDDYYYY Bank Code /Cashier 20-23 4 N Lock Box Co. info. Batch Number 24 -27 4 N Lock Box Co. Info. Filler 28 -130 1 53 A/N spaces Detail (Payment) Record Layout FIF-LD NAME Filler COLUMNS 1 -3 CHAR 3 TYPE A VALUE SPACE Bill Category 4 -5 2 N Format ON; Extracted from scan line. Format YYYY; Bill Year 6-9 4 N Extracted from scan line Bill Number 10 -17 8 N Extracted from scan line UB account ("* *LEFT Property Code 18-47 30 A JUSTIFY AND SPACE FILL THE DATA IN THIS FIELD*") Amount Paid 48-57 10 N Payment Amount. Decimal implied Payment Reference (check 58 -73 16 A Optional No) Format �1# Paid by CID F74-82 g N Optional Page 10 of 11 City of Southlake RFP0910B200SJ900038 Page 129 Payment Processing Lockbox Payment Processing MUMS Version 8 Paid By Name 83 -102 20 A Optional Paid By Address 1 103 -132 30 A Optional Paid By Address 2 133 -162 30 A Optional Paid By City 163 -182 20 A Optional Paid By State 183 -184 2 A Optional Paid By Zip 185 -194 10 A Optional Customer Number for UB Sites processing byAccVCID. "Note: If client is processing using Ac:ct1CID and no CID or 19 -203 9 N Format an invalid CID for the account is provided the payment will not process. Filler 203 -259 56 A SPACE * **When using this layout; EITHER Bill Year /Number OR Property Code should be used. If a Bill YearlNumber is passed In then these will be used to pay the bill and the properly code will be ignored. If paying by property code then the Bill Year/Number must be blank. Page T t of 11 City of Southlake RFP091OB200SJ900038 Page 130 v CITY OF S TEXAS City of Southlake Texas INVESTMENT POLICY Amended September 2009 City of Southlake RFP0910B200SJ900038 Page 131 CITY OF SOUTHLAKE, TEXAS INVESTMENT POLICY TABLE OF CONTENTS I . Purpose ..................................................................................... .............................. A. Formal Adoption B. Scope C. Review and Amendment II. Investment Strategy .................................................................. ..............................I A. Operating Funds B. Debt Service Funds C. Debt Service Reserve Funds D. Special Projects, Special Purpose, or Construction Funds III. Responsibility and Control ....................................................... .............................. A. Delegation of Authority and Training B. Internal Controls C. Ethics and Conflict of Interest D. Prudent Investment Management IV. Investment Objectives .............................................................. .............................. A. Safety of Principal B. Liquidity C. Yield D. Public Trust V. Investment Portfolio ................................................................. .............................. A. Eligible Investments B. Unauthorized Investments VI Safekee in and Custody .................................. ..............................8 p g ...................... A. Collateralization B. Allowable Collateral and Collateral Levels C. Monitoring Collateral Adequacy and Additional Collateral Securities D. Collateral Substitution E. Safekeeping F. Delivery versus Payment VII. Selection of Banks and Dealers ....................................... ............................... A. Depository Selection B. Investment Advisors C. Selection of Investment Broker /Dealers and Advisors D. Approved Broker /Dealers and Investment Advisors VIII Reporting ......................................................................... ............................... A. Quarterly Reporting Appendix"A" - Certification ................................................... ............................... Appendix "B" - Glossary of Common Treasury Terminology ............................... I. PURPOSE ..11 12 14 15 City of Southlake RFP091OB200SJ900038 Page 132 A. Formal Adoption. The purpose of this document is to set forth specific investment policy and strategy guidelines for the City of Southlake, Texas in order to achieve the goals of safety, liquidity, yield, and public trust for all investment activity. This Investment Policy is authorized by the City Council in accordance with Chapter 2256, Texas Government Code (the "Public Funds Investment Act "). B. Scope. This Investment Policy applies to all the investment activities of the City, excluding funds governed by Council approved trust agreements and assets administered for the benefit of the City by outside agencies. In addition to this Policy, bonds funds (as defined by the Internal Revenue Service) shall be managed by their governing ordinance and all applicable State and Federal Law. C. Review and Amendment. The City Council of the City of Southlake shall review its investment strategies and policy not less than annually. II. INVESTMENT STRATEGY The City of Southlake maintains one portfolio in which all funds under the City's control are pooled for investment purposes. Within the pooled portfolio are fund components, each having an investment strategy as described below: A. Investment strategies for operating funds are to assure that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to create a portfolio structure which will experience minimal volatility during economic cycles. This may be accomplished by purchasing high quality, short to medium term securities which will complement each other. A dollar weighted- average maturity of 365 days or less will be calculated using the stated final maturity date of each security. B. Investment strategies for debt service funds shall have as the primary objective the assurance of investment liquidity adequate to cover the debt service obligation on the required payment date. Securities purchased shall not have a stated maturity date which exceeds the debt service payment date. C. Investment strategies for debt service reserve funds shall have as the primary objective the ability to generate a dependable revenue stream to the appropriate debt service fund from securities with a low degree of volatility. Securities should be of high quality and, except as may be required by the bond ordinance specific to an individual issue, of short to medium term maturities. D. Investment strategies for special projects, special purpose, or construction fund portfolios will have as their primary objective the assurance that anticipated cash flows are matched with adequate investment liquidity. These portfolios should include at least 10% in highly liquid securities to allow for flexibility and unanticipated project outlays. The stated final maturity dates of securities held should not exceed the estimated project completion date. III. RESPONSIBILITY AND CONTROL A. Delegation of Authority and Training. The Director of Finance and Deputy Director of Finance Administration are designated as Investment Officer(s) of the City and are responsible for investment decisions and activities. The Director of Finance will retain ultimate responsibility for investment decisions. The Director of Finance, the Assistant Director, and any members of the Investment Committee must attend an investment training session on the Act not less than once in a two -year period and receive not less than 10 hours of instruction relating to investment responsibilities under this subchapter from an independent source approved by the Southlake City Council. B. Internal Controls. The Investment Officer is responsible for establishing and maintaining an internal control structure designed to ensure that the assets of the City are protected City of Southlake RFP0910B200SJ900038 Page 133 from loss, theft or misuse. The internal control structure shall be designed to provide reasonable assurance that these objectives are met. The concept of reasonable assurance recognizes that the cost of a control should not exceed the benefits likely to be derived. The City, in conjunction with its annual financial audit, shall perform a compliance audit of management controls on investments and adherence to the City's investment policy and strategy. C. Ethics and Conflicts of Interest. City staff involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair the ability to make impartial investment decisions. The Investment Officer who has a personal business relationship with an entity seeking to sell an investment to the City shall file a statement disclosing that personal business interest with the Texas Ethics Commission and the City Council. For purposes of this subsection, an investment officer has a personal business relationship with a business organization if. 1. The Investment Officer owns 10 percent or more of the voting stock or shares of the business organization or owns $5,000 or more of the fair market value of the business organization; 2. funds received by the investment officer from the business organization exceed 10 percent of the investment officer's gross income for the previous year; or 3. the investment officer has acquired from the business organization during the previous year investments with a book value of $2,500 or more for the personal account of the investment officer. D. Prudent Investment Management. The designated Investment Officer {s} shall exercise the judgment and care, under prevailing circumstances, that a prudent person would exercise in the management of the person's own affairs. Unless authorized by law, a person may not deposit, withdraw, transfer, or manage in any other manner the funds of the City. Investment Officers, acting in accordance with written procedures and exercising the proper standard of care, shall be relieved of personal responsibility for an individual security's credit risk or market price changes, provided that this Policy and written procedures were followed. In determining whether an Investment Officer has exercised the proper standard of care, all investments over which the individual had responsibility will be considered rather than a single investment. IV. INVESTMENT OBJECTIVES The City of Southlake shall manage and invest its cash with four objectives, listed in order of priority: Safety, Liquidity, Yield, and Public Trust. The safety of the principal invested always remains the primary objective. All investments shall be designed and managed in a manner responsive to the public trust and consistent with State and Local law. A. Safety of Principal. The City shall seek to control the risk of loss due to the failure of a security issuer or grantor. Such risk shall be controlled by investing only in the safest types of securities as defined in Section V -A of this Policy, through portfolio diversification by investment type and maturity, and by collateralization as required by law. 1. Diversification by Investment Type. Diversification by investment type shall be maintained by ensuring an active and efficient secondary market in portfolio investments and by controlling the market and opportunity risks associated with specific investment types. Bond proceeds may be invested in a single security or investment which exceeds the City's maximum percentages if the Investment Officer determines that such an investment is necessary to comply with Federal City of Southlake RFP091OB200SJ900038 Page 134 arbitrage restrictions or to facilitate arbitrage record keeping and calculation. Diversification by investment type shall be established by the following maximum percentages of investment type to the total investment portfolio: a. U.S. Government Securities 100% b. Municipal Obligations 50% C. Repurchase Agreements 50% d. Certificates of Deposit 100% e. Bankers Acceptances 20% f. Commercial Paper 20% g. Money Market Mutual Funds 50% h. Eligible Investment Pools 100% 2. Diversification by Investment Maturity. In order to minimize risk of loss due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the funds. The City of Southlake intends to match the holding periods of investment funds with liquidity needs of the City. The maximum final stated maturity of any investment shall not exceed five years. Maturity guidelines by fund are as follows: a. Operating Funds. The weighted average days to maturity for the operating fund portfolio shall be 365 days or less and the maximum allowable maturity shall be three years. b. Debt Service Funds. Debt Service Funds shall be invested to ensure adequate funding for each consecutive debt service payment. The Investment Officer shall invest in such a manner as not to exceed an "unfunded" debt service date with the maturity of any investment. An unfunded debt service date is defined as a coupon or principal payment date that does not have cash or investment securities available to satisfy said payment. C. Debt Service Reserve Funds. Market conditions, Bond Resolution constraints and Arbitrage regulation compliance will be considered when formulating Reserve Fund strategy. Maturity limitation shall generally not exceed the call provisions of the Bond Ordinance and shall not exceed the final maturity of the bond issue. All Debt Service Reserve Fund investment maturities shall not exceed five years. d. Special Project, Special Purpose, and Construction Funds. The funds used for construction and capital improvement programs have reasonable predictable draw down schedules. Therefore investment maturities shall generally follow the anticipated cash flow requirements. Investment pools and money market mutual funds shall provide readily available funds generally equal to one month's anticipated cash flow needs, or a competitive yield alternative for short term fixed maturity investments. A singular repurchase agreement may be utilized if disbursements are allowed in the amount necessary to satisfy any expenditure request, this investment structure is commonly referred to as a flexible repurchase agreement. All earnings will be segregated and made available for any necessary payments to the U.S. Treasury. 3. Collateralization. Collateralization of securities will be made in compliance with Section VI of this Policy. City of Southlake RFP091OB200SJ900038 Page 135 B. Liquidity. Liquidity shall be achieved by anticipating cash flow requirements, by investing in securities with active secondary markets and by investing in eligible money j market mutual funds and local government investment pools. A security may be liquidated to meet unanticipated cash requirements, to redeploy cash into other investments expected to outperform current holdings, or otherwise to adjust the portfolio. C. Yield. The City of Southlake's investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account investment risk constraints and cash flow characteristics of the portfolio. D. Public Trust. Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of capital as well as the probable income to be derived. V. INVESTMENT PORTFOLIO A. Eligible Investments. Investments described below are authorized by Chapter 2256, Texas Government Code as eligible securities for the City. City funds governed by this Policy may be invested in: 1. Obligations of the United States or its agencies and instrumentalities, excluding principal -only and interest -only mortgage backed securities, and collateralized mortgage obligations and real estate mortgage investment conduits. 2. Direct obligations of the State of Texas, or its agencies and instrumentalities. 3. Other obligations, the principal and interest on which are unconditionally guaranteed or insured by, or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, excluding all securities specifically listed as "Unauthorized Investments" in section V.B. of this Policy. 4. Obligations of states, agencies, counties, cities, and other political subdivisions of any State having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than "A" or its equivalent. 5. Fully collateralized repurchase agreements having a defined termination date, placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in this state, and secured by obligations described in Section V -A 1 above which are eligible investments under the Public Funds Investment Act, pledged with a third party selected and approved by the City, and having a market value of not less than the principal amount of the funds disbursed. The term includes direct security repurchase agreements and reverse repurchase agreements structured in compliance with the Texas Government Code. All City repurchase agreement transactions shall be governed by a signed Master Repurchase Agreement. The term of any reverse repurchase agreement shall not exceed 90 days. 6. Certificates of deposit issued by a depository institution with its main office or a branch office in the State of Texas that is : a. guaranteed or insured by the Federal Deposit Insurance Corporation or its successor; or, secured by obligations that are described by Section V -A I through 4 above, which are intended to include all direct Federal agency or instrumentality issued mortgage backed securities, but excluding those mortgage backed securities of the nature described in Section V -B, that have City of Southlake RFP0910B200SJ900038 Page 136 a market value of not less than the principal amount of the certificates or in any other manner and amount provided by law for deposits of the City; b. governed by a Depository Contract, as described in Section VII -A, that complies with Federal and State regulation to properly secure a pledged security interest; and, c, solicited for bid orally, in writing, electronically, or any combination of those methods. 7. Bankers' acceptances that: a. have stated maturities of 270 days or fewer, b. will be liquidated in full at maturity, C. is eligible for collateral borrowing from a Federal Reserve Bank; and, d. is accepted by a bank organized and existing under the laws of the United States or any state, if the short -term obligations of the bank, or of the bank holding company of which the bank is the largest subsidiary, are rated not less than "A -1" or "P -1" or an equivalent rating by at least one nationally recognized credit rating agency. Commercial paper with a stated maturity of 270 days or less from the date of issuance that either: a. is rated not less than "A -1 ", "P -1 ", or the equivalent by at least two nationally recognized credit rating agencies; or b. is rated at least "A -I ", "P -1 ", or the equivalent by at least one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state thereof. 9. Money market mutual funds regulated by the Securities & Exchange Commission, with a dollar weighted average portfolio maturity of 90 days or less, that fully invests dollar- for - dollar all City funds without sales commissions or loads; and, whose investment objectives include seeking to maintain a stable net asset value of $1 per share. The City may not invest funds under its control in an amount that exceeds 10% of the total assets of any individual money market mutual fund or exceeds 80% of its monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service in money market mutual funds. This Securities and Exchange Commission regulated fund is required to provide the City with a prospectus and other information required by the Securities Exchange Act of 1934 (15 U.S.C. Section 78a et seq.) or the Investment Company Act of 1940 (15 U.S.C. Section 80a -1 et seq.). 10. Eligible Investment Pools as defined in Section 2256.016 of the Texas Government Code provided that: a. investment in the particular pool has been authorized by the City Council; b. the pool shall have furnished the Investment Officer an offering circular containing the information required by Section 2256.016(b) of the Texas Government Code; C. the pool shall furnish to the Investment Officer investment transaction confirmations with respect to all investments made with it; City of Southlake RFP0910B200SJ900038 Page 137 d. the pool shall furnish to the Investment Officer monthly reports that contain the information required by Section 2256.016(c) of the Texas Government Code; e. the pool's investment objectives shall be to maintain a stable net asset value of one dollar ($1); f. whose investment philosophy and strategy are consistent with this Policy and the City's ongoing investment strategy; and g, the pool provides evidence of credit rating no lower than "AAA" or "AAA - m" by at least one nationally recognized credit rating service. h. The net asset value (NAV) of the pool shall be maintained between 99.50 and 100.50. B. Unauthorized Investments. The following investments are specifically prohibited by State Law: 1. Obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage - backcd security collateral and pays no principal. 2. Obligations whose payment represents the principal stream of cash flow from the underlying mortgage- backed security collateral and bears no interest. 3. Collateralized mortgage obligations that have a stated final maturity date of greater than 10 years. 4. Collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. C. Downgrade Provision for Investment Ratings An Investment that requires a minimum rating does not qualify as an authorized investment during the period the investment does not have the minimum rating. The City shall take all prudent measures that are consistent with its investment policy to liquidate an investment that does not have the minimum rating. VI. SAFEKEEPING AND CUSTODY A. Collateralization. Consistent with the requirements of State Law, the City requires all bank deposits to be federally insured or collateralized with eligible securities. Financial institutions serving as City Depositories will be required to sign a Depository Agreement with the City and City's safekeeping agent. The safekeeping portion of the Agreement shall define the City's rights to the collateral in case of default, bankruptcy, or closing and shall establish a perfected security interest in compliance with Federal and State regulations, including: 1. the Agreement must be in writing; 2. the Agreement has to be executed by the Depository and the City contemporaneously with the acquisition of the asset; 3. the Agreement must be approved by the Depository's Board of Directors or loan committee, and a copy of the meeting minutes must delivered to the City; and, 4. the Agreement must be part of the Depository's "official record" continuously since its execution. Repurchase agreements must also be secured in accordance with State Law. Each counter party to a repurchase transaction is required to sign a copy of the Public Securities Association City of Southiake RFP0910B200SJ900038 Page 138 Master Repurchase Agreement. An executed copy of the Agreement must be on file before the City will enter into any transactions with a counter party. B. Allowable Collateral and Collateral Levels. Certificates of Deposit. Eligible securities for collateralization of deposits are defined by the Public Funds Collateral Act, as amended, and meet the constraints of this Policy. The market value of the City of principal portion of collateral pledged for certificates of deposit must at all times be equal to or greater than the par value of the certificate of deposit plus accrued interest, less the applicable level of FDIC insurance. 2. Repurchase Agreements. Securities underlying repurchase agreements are limited to U.S. Government, Agencies and Instrumentalities obligations, which are eligible for wire transfer (i.e. book entry) to the City's designated safekeeping agent through the Federal Reserve System and meet the constraints of this Policy. A repurchase agreement's security value shall be the par value plus accrued interest, and the security's market value must be maintained at the following minimum levels: Agreement Maturities Greater Than One Business Day U.S. Treasury Securities 102% U.S. Agency and Instrumentalities 103% Mortgage Backed Securities 105% Agreement Maturities of One Business Day All Securities 100% C. Monitoring Collateral Adequacy and Additional Collateral Securities. Certificates of Deposit. The City shall require monthly reports with market values of pledged securities from all financial institutions with which the City has certificates of deposit. The Investment Officer will monitor adequacy of collateralization levels to verify market values and total collateral positions. If the collateral pledged for a certificate of deposit falls below the par value of the deposit, plus accrued interest less FDIC or other insurance, the institution issuing the certificate of deposit(s) will be notified by the Investment Officer and will be required to pledge additional securities no later than the end of the next succeeding business day. 2. Repurchase Agreements. Weekly monitoring by the Investment Officer of market values of all underlying securities purchased for City repurchase transactions is required. More frequent monitoring may be necessary during periods of market volatility. If the value of the securities underlying a repurchase agreement falls below the margin maintenance levels specified above, the Investment Officer will request additional securities. If the repurchase agreement is scheduled to mature within five business days and the amount is deemed to be immaterial, then the request is not necessary. D. Collateral Substitution. Collateralized certificates of deposit and repurchase agreements often require substitution of collateral. Any broker, dealer or financial institution requesting substitution must contact the Investment Officer for approval and settlement. The substituted security's value will be calculated and substitution approved if its value is equal to or greater than the required security level. The Investment Officer, or a designees, must provide written notification of the decision to the bank or the safekeeping agent holding the security prior to any security release. Substitution is allowable for all transactions, but should be limited, if possible, to minimize potential administrative City of Southlake RFP0910B200SJ900038 Page 139 problems and transfer expense. The Investment Officer may limit substitution and assess appropriate fees if substitution becomes excessive or abusive. ? E. Safekeeping. The City shall contract with a bank or banks for the safekeeping of securities either owned by the City as part of its investment portfolio or as part of its depository and repurchase agreements. All collateral securing bank deposits must be held by a third -party banking institution acceptable to and under contract with the City, or by the Federal Reserve Bank. The securities purchased under a repurchase agreement must be delivered to a third -parry custodian with which the City has established a safekeeping agreement. F. Delivery versus Payment. The purchase of individual securities shall be executed "delivery versus payment" (DVP) through the City's Safekeeping Agent. By so doing, City funds are not released until the City has received, through the Safekeeping Agent, the securities purchased. The security shall be held in the name of the City or held on behalf of the City. The Safekeeping Agent's records shall assure the notation of the City's ownership of or explicit claim on the securities. The original copy of all safekeeping receipts shall be delivered to the City. VII. SELECTION OF BANKS AND DEALERS. A. Depository Selection. A qualified depository shall be selected through the City's banking services procurement process, which shall include a formal request for proposal (RFP). The City shall permit consideration of applications for a depository contract from banks, credit unions, or saving associations that are doing business in Southlake, and from banks, credit unions, and saving associations that are doing business in the cities contiguous to Southlake. The centralization of depository services is designed to maximize investment capabilities while minimizing service costs. The selection of a depository shall be based on the financial institution offering the most favorable terms and conditions at the least cost, while adhering to the guidelines and provisions within the request for proposal. In selecting a depository, the City shall give consideration to the financial institution's credit characteristics, financial history, service capabilities, and costs for required services. The City's depository contract shall be for three years with an option to extend for an additional two years upon mutual agreement of the depository and the City. Specialized services may be contracted for by the City with another financial institution or company if the depository cannot provide such service or charges more for the same service with little or no appreciable benefit. B. Investment Advisors. The City may contract with an investment advisor, who shall adhere to the spirit, philosophy and specific term of this Policy and shall invest within the same "Standard of Care ". The investment advisor must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisor's Act of 1940 as well as with the Texas State Securities Board. Advisors may assist the City with the management of its funds and other responsibilities including but not limited to, broker compliance, competitive bidding, reporting and security documentation. An appointed Investment Advisor shall act solely in an advisory and administrative capacity, within the guidelines of this Investment Policy. At no time shall the advisor take possession of securities or funds or otherwise be granted discretionary authority to transact business on behalf of the City. C. Selection of Investment Broker/Dealers and Advisors. Selection will be performed by the Investment Officer, with ratification and approval by the City Council. Selected Investment Advisors and Broker/Dealers shall provide timely transaction confirmations and monthly portfolio reports. Prospective Broker /Dealers shall provide financial and other information as requested by the Investment Officer sufficient to evaluate their fiscal City of Southlake RFP091 OB200SJ900038 Page 140 condition and ability to service the City. The Investment Officer will establish criteria to evaluate Investment Advisors and Broker /Dealers, including: 1. Adherence to the City's policies and strategies, 2. Investment performance and transaction pricing within accepted risk constraints, 3. Responsiveness to the City's request for services, information and open communication, 4. Understanding of the inherent fiduciary responsibility of investing public funds, and 5. Similarity in philosophy and strategy with the City's objectives. D. Approved Broker/Dealers and Investment Advisors. Broker /Dealers and Investment Advisors eligible to transact investment business with the City shall be presented a written copy of this Investment Policy. Additionally, the registered principal of the business organization seeking to transact investment business shall execute a Certification as shown in Appendix "A ", or a Certification similar in form, to the effect that the registered principal has: 1. received and thoroughly reviewed this Investment Policy, and 2. acknowledged that their organization has implemented reasonable procedures and controls in an effort to preclude imprudent investment activities with the City except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards. The City shall not enter into an investment transaction with a business organization prior to receiving this written acknowledgement. The City Council or designated investment committee shall review, revise and approve a list of qualified brokers not less than annually. VIII. REPORTING A. Quarterly Reporting. The Investment Officer shall submit a signed quarterly investment report that describes in detail the investment position of the City for the period. The report will include the following: 1. For each pooled fund group: a beginning book and market value; book and market value additions and changes; and ending book and market value, including fully accrued interest for the reporting period. 2. The book value and market value of each investment at the beginning and end of the period by type of asset and fund type invested. 3. The maturity date of each investment. 4. Fully accrued interest for the reporting period. 5. Statement of compliance of the portfolio as it relates to the investment strategy, City investment policy and the Texas Public Funds Investment Act. 6. If the City invests in other than money market mutual funds, investment pools or accounts offered by its depository bank in the form of certificates of deposit, or money market accounts or similar accounts, the reports prepared by the investment officers shall be formally reviewed at least annually by an independent auditor, and the result of the review shall be reported to the City Council by that auditor. City of Southlake RFP091OB200SJ'900038 Page 141 7. The City will seek a third party independent pricing source to determine the value of the City's investment portfolio. 8. The City's independent auditor will review the quarterly investment report for compliance with the Public Funds Investment Act and report findings annually to the City Council. City of Southlake RFP0910S200SJ900038 Page 142 F.11 9 a -WelAl —M . - IM CERTIFICATION I hereby certify that I have personally read and understand the investment policy and master repurchase agreement, (if applicable), conditions of the City of Southlake, Texas, and have implemented reasonable procedures and controls designed to fulfill those objectives and conditions. Transactions between this firm and the City of Southlake will be directed towards precluding imprudent investment activities and protecting the City from credit or market risk. All sales personnel of this firm dealing with the City of Southlake's account(s) have been informed and will be routinely informed of the City's investment horizons, limitations, strategy and risk constraints, whenever we are so informed by the City. This firm pledges due diligence in informing the city of foreseeable risks associated with financial transactions connected to this firm. City of Southlake RFP0910B200SJ900038 Page 143 CERTIFICATION BY BUSINESS ORGANIZATION This certification is executed on behalf of City of Southlake - (the Investor) and Frost National Bank_ (the Business Organization) pursuant to the Public Funds Investment Ack Chapter 2256, Texas Government Code (the Act) in connection with investment transactions conducted between the Investor and the Business Organization. The undersigned Qualified Representative of the Business Organization hereby certifies on behalf of the Business Organization that: 1. The undersigned is a Qualified Representative of the Business Organization offering to enter into an investment transaction with the Investor as such terms are used in the Public Funds Investment Act, Chapter 2256, Texas Government Code and 2. The Qualified Representative of the Business Organization has received and reviewed the Investment Policy furnished by the Investor and 3. The Qualified Representative of the Business Organization has implemented reasonable procedures and controls in an effort to preclude imprudent investment transactions conducted between the Business Organization and the Investor that ere not authorized by the entity's investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the entity's entire portfolio or required an interpretation of subjective investment standards. 4. The Business Organization will rely upon instructions from only the persons authorized on behalf of gty of Southlake as stated in the Investment Policy and City's resolution designating investment officers. Date: December 1, 2009 City of Southlake RFP091 OB200SJ900038 Page � 44 Title: Investment Officer APPENDIX "B" GLOSSARY OF COMMON TREASURY TERMINOLOGY Agencies. Federal agency securities. Delivery versus Payment. Delivery of Asked. The price at which securities are securities with an exchange of money for the securities. Federal Home Loan Mortgage Corporation (FHLMC or Freddie Mac). A stockholder - owned corporation that provides a continuous flow of funds to mortgage lenders, primarily through developing and maintaining an active nationwide secondary market in conventional residential mortgages. Freddie Mac purchases a large volume of conventional residential mortgages and uses them to collateralize mortgage backed securities. Federal National Mortgage Association (FNMA or Fannie Mae). FNMA, a federal corporation, is the largest single provider of residential mortgage funds in the United States. It is a private stockholder owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans in addition to fixed -rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. Federal Open Market Committee (FOMC). Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money. Federal Reserve System. The central bank of the United States created by Congress and consisting of a seven member Board of Governors in Washington, D.C., 12 regional banks and about 5,700 commercial banks that are members of the system. Government Agency Issues. Debt securities issued by government sponsored enterprises, federal agencies, and international institutions. Such securities are not direct obligations of the Treasury and involve government sponsorship or guarantees. Government National Mortgage Association (GNMA or Ginnie Mae). Securities guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. Security holder is protected by full faith and credit of the U.S. Government. Ginnie Mae securities are backed by FHA or VA mortgages. Liquidity. A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the difference between bid and asked prices is narrow and reasonable size can be done at those quotes. Local Government Investment Pool (LGIP). The aggregate of all funds from political subdivisions that are placed in the custody of the a state managed pool, or other qualifying pool(s) that meet state statute criteria, for investment and reinvestment. Market Value. The price at which a security is trading and could presumable be purchased or sold. Master Repurchase Agreement. To protect investors, many public investors will request that repurchase agreements be preceded by a master repurchase agreement between the investor and the financial institution or dealer. The master agreement should define the nature of the transaction, identify the relationship between the parties, establish normal practices regarding ownership and custody of the collateral securities during the term of investment, provide remedies in the case of default by either party and clarify issues of ownership. The master repurchase agreement protects the investor by eliminating the uncertainty of ownership and hence, allowing investors to liquidate collateral if a bank or dealer defaults during the term of the agreement. Maturity. The date upon which the principal or stated value of an investment becomes due and payable. Money Market. The market in which short- term debt instruments (bills, commercial City of Southlake RFP0910B200SJ900038 Page 146 paper, bankers' acceptances, etc.) are issued and traded. Mutual Funds. Mutual fund providers are investment companies that sell shares to investors, offering investors diversification and professional portfolio management. Prices fluctuate with the performance of the fund. Money market mutual funds invest in short-term securities such as treasury bills, bank CD's and commercial paper. Open Market Operations. Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool. Par. The value of a security as expressed on its face (face value) without consideration of a discount or premium. Portfolio. Collection of securities held by an investor. Positive Yield Curve. A condition where interest rates are higher on long -term debt securities than on short-term debt securities of the same quality. Premium. The price that a security demands over its par value. This is the difference between the price of an instrument and its value at maturity (par value) when the price is higher than the maturity. Primary Dealer. A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Prudent Person Rule. An investment standard. Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived. Qualified Public Depositories. A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits. Rate of Return. The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return. Rating. A formal opinion by an outside professional service on the credit reputation of an issuer and the investment quality of its securities. This opinion is expressed in letter values (e.g., AAA, Baal). Repurchase Agreement (REPO). A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this. Dealers use REPO's extensively to finance their positions. Safekeeping. A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection. Primary dealers include Securities and SEC Rule 150 -1. See uniform net capital Exchange Commission (SEC) registered rule. Secondary Market. A market made for securities broker - dealers, banks and a few the purchase and sale of outstanding issues unregulated firms. following the initial distribution. City of Southlake RFP091OB200SJ900038 Page 147 Securities and Exchange Commission (SEC). Agency created by Congress to protect investors in securities transactions by administering securities legislation. Student Loan Marketing Association (Sallie Mae). A government sponsored entity that provides liquidity for private lenders (banks, savings and loan associations, educational institutions, state agencies and other lenders). Sallie Mae participates in the Federal Guaranteed Student Loan Program. Treasury Bills. A non - interest bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year. Treasury Bond. Long -term U.S. Treasury securities having initial maturities of more than ten years. Treasury Notes. Intermediate term coupon bearing U.S. Treasury securities having initial maturities from one to ten years. U.S. Government Securities. Various types of marketable securities issued by the U.S. Treasury, including bills, notes, and bonds. Such securities are direct obligations of the U.S. Government and differ mainly in the length of their maturity. Weighted- Average Life. The weighted average life refers to the average amount of time that will elapse from the date of a security's issuance until each dollar of principal is repaid to the investor. Yield. The rate of annual income return on an investment, expressed as a percentage. (a) Income Yield is obtained by dividing the current dollar income by the current market price of the security. (b) Net Yield or Yield to Maturity is the current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity of the bond. Uniform Net Capital Rule. Securities and Exchange Commission requirement that member firms as well as nonmember broker - dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm, including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash. Zero - Coupon Security. A security that makes no periodic interest payments but instead is sold at a deep discount from its face value. City of Southlake RFP091OB200SJ900038 Page 148 SOUTHLAKE City of Southlake REQUEST FOR PROPOSALS Proposal Reference Number: RFP091OB200SJ900038 Project Title: PROVIDE DEPOSITORY BANK SERVICES FOR CITY OF SOUTHLAKE Proposal Closing Date: 2:00 P.M. (CST), FRIDAY, DECEMBER 11, 2009 TABLE OF CONTENTS Tableof Contents ...................................................................... ............................... ...........................Page 1 Request for Proposals (1) Introductions ................................................................... ............................... ...........................Page 2 (2) Definitions ...................................................................... ............................... ...........................Page 2 (3) General Information ....................................................... ............................... ...........................Page 3 (4) RFP Withdrawals and/or Amendments .......................... ............................... ...........................Page 3 (5) Proposal Submittal Requirements .................................. ............................... ...........................Page 3 (6) Proposal Evaluation and Contract Award ....................... ............................... ...........................Page 4 Appendix A — Scope of Services (1) Project Title .................................................................... ............................... ...........................Page 6 (2) Scope of Services Contact .............................................. ............................... ...........................Page 6 (3) Special Conditions .......................................................... ............................... ...........................Page 6 (4) Proposal Evaluation Factors ........................................... ............................... ...........................Page 6 (5) Brand Manufacture Reference ........................................ ............................... ...........................Page 6 (6) Key Events Schedule ...................................................... ............................... ...........................Page 6 (7) Scope of Services ........................................................... ............................... ...........................Page 6 Appendix B — Proposal I Required Proposal Information ( -) Label Format for Submittal Packet's Sealed Envelope . ............................... ...........................Page 20 (1) Proposed Product and /or Services ................................ ............................... ...........................Page 21 (2) Proposer's Experience / Staff ...................................... ............................... ...........................Page 21 (3) References ................................................................... ............................... ...........................Page 22 (4) Trade Secrets and/or Confidential Information ............ ............................... ...........................Page 23 (5) Federal, State and /or Local Identification Information .............................. ...........................Page 23 II Contract Terms and Conditions (1) Delivery of Products and /or Services .......................... ............................... ...........................Page 23 (2) Miscellaneous ................................................................. ............................... .........................Page 23 (3) Financial Responsibility Provisions ............................ ............................... ...........................Page 24 AppendixC — Form CIQ ....................................................... ............................... ...........................Page 25 Appendix D — No Intent to Submit Form ............................ ............................... ...........................Page 28 Attachment A — Broker/Dealer Certification Form ................................................... ............................... Attachment B — Banking Components Fee Schedule ................................................. ............................... Attachment C — Check Reconciliation Import File Layout ....................................... ............................... Attachment D — Lockbox payment Processing Layout .............................................. ............................... Attachment E — City of Southlake Investment Policy ................................................ ............................... City of Southlake RFP0910B200SJ900038 Page 150 Southlake, Texas Request for Proposals 1. Introduction A. Project Overview: The City of Southlake is requesting Proposals with the intent of awarding a contract for the purchase of goods and services contained in Appendix A — Scope of Services. B. Questions: Following are contacts for questions as identified. i. RFP Clarifications: All questions related to requirements or processes of this RFP should be submitted in writing to the Purchasing Manager identified in section 2 below. ii. Scope of Service Questions: All questions related to the scope of services should be submitted in writing to the contact person(s) noted in Appendix A — Scope of Services. iii. Replies: Responses to inquiries which directly affect an interpretation or effect a change to this RFP will be issued in writing by addendum and mailed to all parties recorded by City as having received a copy of the RFP. All such addenda issued by City prior to the submittal deadline shall be considered part of the RFP. The City shall not be bound by any reply to an inquiry unless such reply is made by such formal written addendum. iv. Acknowledgement of Addenda: The Proposer must acknowledge all addenda by signing and returning such document(s) or by initialing appropriate area of the Proposal. C. Notification of Errors or Omissions: Proposers shall promptly notify the City of any omissions, ambiguity, inconsistency or error that they may discover upon examination of this RFP. The City shall not be responsible or liable for any errors .and/or misrepresentation that result from the solicitations which are inadvertently incomplete, ambiguous, inconsistent or obviously erroneous. D. Conflict of Interest Questionnaire (Form CIQ): A person or business, and their agents, who seek to contract or enter into an agreement with the City, are required by Texas Local Government Code, Chapter 176, to file a conflict of interest questionnaire (FORM CIQ) which is found in Appendix C. The form must be filed with the City Secretary no later than seven (7) days after the date the person or business begins contract discussions or negotiations with the City, or submits an application, response to a request for proposals or bids, correspondence, or other writing related to any potential agreement with the City. 2. Definitions Proposal The signed and executed submittal of the entirety of Appendix B — Proposal. Proposer The Proposer and the Proposer's designated contact signing the first page of the Proposal. City of Southlake ("City") The City of Southlake, Texas. Cfty Secre 's Office: The office of the City Secretary of the City, located at 1400 Main Street, Suite #270, Southlake, Texas 76092. PH: (817) 748 -8016; Fax: (817) 748 -8270. Project The name of this Request for Proposals as identified on the cover sheet and first page of Appendix A — Scope of Services. Purchasing Manager The City of Southlake Purchasing Manager is Timothy Slifka, PH: (817) 748 -8312, E -Mail: tslifka @ci.southlake.tx.us; Fax (817) 748 -8048. City of Southlake RFP091OB200SJ900038 P a g e 151 1 Request for Proposals (RFP) The entirety of this document, including all Appendices and Addenda. Scope of Services The entirety of Appendix A — Scope of Services. 3. General Information A. Tax Exempt Status. City purchases are exempt from State Sales Tax and Federal Excise Tax. Do not include tax in the Proposal. City will furnish Excise Tax Exemption Certificate upon request. B. Public Inspection of Proposals: The City strictly adheres to the Texas Public Information Act (Texas Government Code Chapter 552.001, et seq.) and all other governing statutes, regulations, and laws regarding the disclosure of RFP information. Proposals are not available for public inspection until after the contract award. If the Proposer has notified the City, in writing, that the Proposal contains trade secrets or confidential information, the City will generally take reasonable steps to prevent disclosure of such information, in accordance with the Public Information Act. This is a statement of general policy only, and in no event shall the City be liable for disclosure of such information by the City in response to a request, regardless of the City's failure to take any such reasonable steps, even if the City is negligent in failing to do so. 4. RFP Withdrawals and/or Amendments A. RFP Withdrawal: The City reserves the right to withdraw this RFP for any reason. B. RFP Amendments: The City reserves the right to amend any aspect of this RFP by formal written Addendum prior to the Proposal submittal deadline and will endeavor to notify all potential Proposers that have registered with the City, but failure to notify shall impose no obligation or liability on the City. 5. Proposal Submittal Requirements A. Submittal Packet — Required Content: Proposer must submit one (1) signed original Proposal and CD -ROM version and three (3) hard copies. This submittal packet shall be submitted in a sealed envelope with a completely signed and executed B -1 page _20_ affixed to the outside of the envelope. B. Submittal Deadline: The deadline for submittal of Proposals shall be as identified on page _20_ of Appendix B- Proposal. It is the Proposer's responsibility to have the Proposal correctly marked and delivered to the City Secretary's Office by the submittal deadline. No extensions will be granted and late no late proposals will be accepted. C. Proposals Received Late: Proposers are encouraged to submit their proposals as soon as possible. The time and date of receipt as recorded in the City Secretary's Office shall be the official time of receipt. The City is not responsible for late delivery of mail or other carrier. Late Proposals will not be considered under any circumstances. D. Alterations or Withdrawals of Proposal: Any submitted Proposal may be withdrawn or a revised proposal substituted if a written notice is submitted to the City Secretary prior to the submittal deadline. Any interlineations, alteration, erasure or other amendment made before the submittal deadline, must be signed or initialed by the Proposer or the Proposer's authorized agent, guaranteeing authenticity. Proposals cannot be altered, amended or withdrawn by the Proposer after the submittal deadline, unless such alteration, amendment or withdrawal notice is approved in writing by the Purchasing Manager. E. Proposal Format: All Proposals must be prepared in single -space type, on standard 8 -112" x 11" vertically oriented pages, using one side of the paper only. Pages shall be numbered at City of Southlake RFP0910B200SJ900038 Page 152 the bottom. Entries shall be typed, or legibly written in ink. Any other format (via telephone, fax, email, etc.) may be rejected by the City at its discretion. A CD -ROM version must also accompany the original hard copy. F. Validity Period: Once the submittal deadline has passed, any Proposal shall constitute an irrevocable proposal to provide the commodities and/or services set forth in the Scope of Services at the price(s) shown in the Proposal on the terms set forth in the Proposal, such proposal to be irrevocable until the earlier of the expiration of ninety (90) days from the submittal deadline, or until a contract has been awarded by the City. 6. Proposal Evaluation and Contract Award A. Proposal Evaluation and Contract Award Process: An award of a contract to provide the goods or services specified herein will be made using competitive scaled proposals, in accordance with Chapter 252 of the Texas Local Government Code and with the City's purchasing policy. The City will evaluate all proposals to determine which proposers are reasonably qualified for the award of the contract, applying the anticipated evaluation factors and emphasis to be placed on each factor as identified in the Scope of Services. The City may, at its option, conduct discussions with or accept proposal revisions from any reasonably qualified proposer. The City reserves the right to determine which proposal will be most advantageous to the City. B. Completeness: If the Proposal is incomplete or otherwise fails to conform to the requirements of the RFP, City alone will determine whether the variance is so significant as to render the Proposal non - responsive, or whether the variance may be cured by the Proposer or waived by the City, such that the Proposal may be considered for award. C. Ambiguity: Any ambiguity in the Proposal as a result of omission, error, lack of clarity or noncompliance by the Proposer with specifications, instructions and all conditions shall be construed in the favor of the City. In the event of a conflict between these standard RFP requirements and details provided in Appendix A — Scope of Services or Appendix B — Proposal, the Appendices shall prevail. D. Unit Prices and Extensions: If unit prices and their extensions do not coincide, the City may accept the price most beneficial to the City, and the Proposer will be bound thereby. E. Additional Information: City may request any other information necessary to determine Proposer's ability to meet the minimum standards required by this RFP. F. Partial Contract Award: City reserves the right to award one contract for some or all the requirements proposed or award multiple contracts for various portions of the requirements to different Proposers based on the unit prices proposed in response to this request, or to reject any and all Proposals and re- solicit for Proposals, as deemed to be in the best interest of City. G. Terminate for Cause: The occurrence of any one or more of the following events will justify termination of the contract by the City of Southlake for cause: i) The successful proposer fails to perform in accordance with the provisions of these specifications; or ii) The successful proposer violates any of the provisions of these specifications; or iii) The successful proposer disregards laws or regulations of any public body having jurisdiction; or iv) The successful proposer transfers, assigns, or conveys any or all of its obligations or duties under the contract to another without written consent of the City. City of Southlake RFP091OB200SJ900038 Page 153 v) If one or more of the events identified in Subparagraphs G i) through iv) occurs, the City of Southlake may, terminate the contract by giving the successful proposer seven (7) days written notice. In such case, the successful proposer shall only be entitled to receive payment for goods and services provided before the effective date of termination. The successful proposer shall not receive any payment on account of loss of anticipated profits or revenue or other economic loss resulting from such termination. vi.) When the contract has been so terminated by the City of Southlake, such termination shall not affect any rights or remedies of the City then existing or which may thereafter accrue. City of Southlake RFP091OB200SJ900038 Page � 54 Appendix A — Scope of Services 1. Project Title; PROVIDE DEPOSITORY BANK SERVICES FOR CITY OF SOUTHLAKE 2. Scope of Services Contact Questions about the technical nature of the Scope of Services, etc. may be directed to TIM SLIFKA, Purchasing Manager at PH. 817.748.8312, or e-mail: tslifka @ci.southlake.tx.us. 3. Special Conditions The following special conditions shall prevail over areas of conflict in previous pages: *SEE SCOPE OF SERVICES* 4. Proposal Evaluation Factors Emphasis Factor % 15 Lowest Agglegate cost, Consistent with other Selection Requirements % 20 Demonstrated Ability to Meet Service Requirements % 20 Financial Condition and Ability to Meet Collateral Requirements % 15 Incorporation of Effective, High Quality and Innovative Cash Management Services % 10 Submission of all Required Information % 30 Customer Service and Responsiveness 5. Brand Manufacture Reference The City has determined that any manufacturer's brand defined in the Scope of Services meets the City's product and support need. The manufacturer's reference is not intended to be restrictive, and is only descriptive of the type and quality the City desires to purchase. Quotes for similar manufactured products of like quality will be considered if the Proposal is fully noted with the manufacturer's brand name and model. The City reserves the right to determine products and support of equal value, and whether other brands or models meet the City's product and support needs. b. Key Events Schedule Proposal Release Date Deadline for Submittal of Questions Sealed Proposals Due to and Opened by City Anticipated Committee Evaluation Review Date Anticipated City Council Approval Date New Contract Start Date November 10, 2009 December 4, 2009 Shown on First Page of this RFP Week of December 14, 2009 January, 5, 2009 March 1, 2010 7. Scope of Services The City of Southlake, (hereafter "the City "), is requesting proposals from qualified banking institutions to provide bank depository services to the City as described below. The objective of this Request for Proposal (hereafter "the RFP ") is to identify the financial institution (hereafter "the Depository ") that will provide the highest quality service at the lowest aggregate cost to the City. City of Southlake RFP091OB200SJ900038 Page 155 SCOPE OF SERVICES TABLE OF CONTENTS SECTION TITLE NUMBER 1 Introduction 2 Proposal Procedures 3 Calendar of Events 4 Selection Criteria 5 Required Information 6 Contract Term 7 Designated Depository Contact Personnel 8 Service Exclusion 9 Right to Reject 10 Exceptions 11 Account Structure 12 ACH Transactions 13 Check Clearing Services 14 Check Safekeeping Service 15 Account Reconciliation 16 Daily Balance Reporting 17 Daylight Overdrafts 18 Debit and Credit Adjustments 19 Encoded Checks 20 Deposit Availability 21 Armored Car Service City of Southlake RFP091OB200SJ900038 PAGE 9 9 10 10 10 11 11 12 12 12 12 13 13 13 13 13 14 14 14 14 14 Page 156 SECTION TITLE PAGE NUMBER 22 Deposit Slips 14 23 Account Analysis Earnings Credit 15 24 Errors 15 25 Investments 15 26 Research Requests 15 27 Returned Items 15 28 Securities Clearance and Safekeeping 15 29 Stop Payments 16 30 Wire Transfers 16 31 Lockbox Service 16 32 Collateral Requirements 16 33 Overdrafts 17 34 Desktop Deposit 18 35 Service Proposal Checklist 18 36 Coin and Currency Change Orders 19 37 Daylight Overdrafts 19 38 Deposit Availability 19 39 Wire Transfers 19 40 Desktop Deposits 19 41 File Formats 19 Attachments: Attachment "A" - Broker - Dealer Form Attachment "B" - City of Southlake Banking Components Fee Schedule Attachment "C" - Check Reconciliation Import File Layout Attachment "D" - Lockbox Layout Attachment "E" — City of Southlake Investment Policy City of Southlake RFP091OB200SJ900038 Page 157 1. Introduction The City of Southlake (the City) is requesting proposals from qualified banking institutions to provide bank depository services to the City as described below. The objective of this Request for Proposal (the RFP) is to identify the financial institution (the Depository) that will provide the highest quality service at the lowest aggregate cost to the City. Proposal specifications and evaluation criteria have been developed and are described herein where "mailed" is used, proposer may assume e- mailed or faxed as well. All notifications should be made available online. Each proposal must be complete and specifically address the requirements described in the RFP. Proposals must respond to all specified requirements. 2. Proposal Procedures Each proposer shall use the City of Southlake form entitled "Fee Schedule" to identify all applicable fees for services requested. The Fee Schedule must be completed in its entirety. Each proposer shall identify all applicable fees for each service if the service is not already listed on the Fee Schedule. The form entitled "Service Proposal Checklist" identifies the information, proposed agreements and responses each proposer shall provide in their proposal. The term "No Proposal" should be entered on the Fee Schedule and Service Proposal when a service requirement cannot be provided. In the case of a "No Proposal" remark, the proposer may offer an alternative equivalent service for the City's consideration. Services for which a proposer intends to charge a fee must have all applicable fees indicated on the Fee Schedule. Space has been provided under each requested service for "Other" applicable fees, if any. Any service which does not have a fee indicated on the Fee Schedule will be considered to be free of any and all charges in the Depository Bank Contract. Pricing for services requested after contract award will be mutually- agreed upon. The proposal must be submitted in a sealed envelope bearing the title "City of Southlake Bank Depository Request for Proposal" along with the name of the proposer. The proposal shall contain: a completed City of Southlake Fee Schedule, responses to the Service Proposal requirements, and all additional items identified below. The proposal must be submitted on CD -ROM with one original hard copy and three additional hard copies. The proposal should be formatted in Microsoft Word or Microsoft Excel. The proposal shall be delivered to City Secretary Office, 1400 Main Street, Suite 270, Southlake, Texas 76092, no later than 2 pm, December 11, 2009. A proposer may submit questions in writing or by email to the City until Thursday, December 4, 2009 in order to clarify any matters relating to the RFP. The question and the City's response will be shared with all proposers. Tim Slifka, Purchasing Manager, 817.748.8312, tslitka @ci.southlake.tx.us, may be contacted on all aspects of the RFP. All costs incurred by the proposer in preparing and responding to the RFP shall be borne by the proposer. Unauthorized modifications of City of Southlake proposal specifications, forms or terms may render the proposal invalid. City of Southlake RFP091OB200SJ900038 Page 158 3. Calendar of Events Target Date November 9, 2009 December 4, 2009 December 11, 2009 December 14 -18 January 5, 2010 March 1, 2010 4. Selection Criteria Description of Events Service Proposal mailed out Written Questions Due Receive proposals from interested depositories (by 2 pm at City Hall). Staff review of proposals Present to City Council for approval New contract period begins The Finance Department will evaluate the merits of the submitted proposals. The sole objective of this evaluation will be to determine the financial institution whose proposal is most responsive to the City's bank depository needs. The following criteria will be included in the evaluation of the submitted proposals. • Lowest aggregate cost, consistent with the other selection criteria; • Demonstrated ability to meet service requirements; • Financial condition and ability to meet collateral requirements; • Incorporation of effective, high quality and innovative cash management services; • Submission of all required information. 5. Required Information Each proposer must provide the following in the Service Proposal: • Audited financial statements for the most recent fiscal year; • Ratings on outstanding debt; • Community Reinvestment Act performance history for the Southlake community for 2008; • Three Texas local government references for cash management services managed by the bank executive who will be responsible for the City's account; • Sample account analysis and monthly statement; • Availability of funds schedule; • Sample of daily balance report; • Most recent quality assurance statistics and customer satisfaction procedures; • New customer conversion procedures and applicable information; • Daylight overdraft definition and policy; • Proposed retail lockbox agreement; • Proposed positive pay agreement; • Proposed wire transfer agreement; • Proposed custodial and safekeeping agreement; • Proposed collateral agreement; City of Southlake RFP091OB200SJ900038 Page 159 • Proposed Automated Clearing House agreement; Proposed vault services agreement; • Proposed security clearance agreement; • Proposed ACH funds transfer agreement; • Any on -line services. • Any additional agreements that require City approval. 6. Contract Term The contract is for three years commencing March 1, 2010. All fees shall be fixed for the three -year term. The contract will provide an option for two one -year extensions, subject to the approval of the Southlake City Council and the Depository. If the contract is extended, fees may increase by a percentage no greater than the total annual increases of the 2010, 2011 and 2012 Dallas -Fort Worth Consumer Price Index — All Urban Consumers as measured by the Bureau of Labor Statistics. The new fees shall be fixed for a one -year term. Services may be modified by mutual agreement during the contract term. It is expected the range of services described in this proposal will be used for the length of the contract; however, the City may discontinue any service after 60 days written notification to the Depository. Services not identified in the RFP may be added, with the cost of new services to be negotiated at that time. 7. Designated Depository Contact Personnel Upon selection, the Depository shall provide a list of personnel qualified to provide product information and assistance in the following areas: • General information • Investments and safekeeping • Accounting and Bookkeeping • Deposit discrepancies • Wire transfers • Vault services • Balance reporting • Controlled disbursements • Pledged collateral • Automated Clearing House In addition, the Depository shall designate one account officer with authority and responsibility for the City's entire account. 8. Service Exclusion This RFP excludes all City retirement and deferred compensation programs. Additionally, the City retains the right to invest its funds with the financial institution that provides the City with the best investment return. The City also retains the right to separately contract for services provided by other institutions in addition to those contained in the Depository contract. City of Southlake RFP091OB200SJ900038 Page 160 9. Right to Reject The City reserves the right to reject any and all proposals. The City, at its option, may waive any and all informalities, minor irregularities and/or technicalities. The City may reject the proposal of a proposer who is in litigation with the City or who has previously failed to perform properly or complete on time contracts and commitments of a similar nature, and reject the proposal of a proposer who is not, in the opinion of the City, in a position to satisfactorily perform the contract. The City may also accept or reject any of the alternates that may be set forth in a proposal. The City reserves the right to reject any proposal if the evidence submitted by, or investigation of, such proposer fails to satisfy the City that such proposer is properly qualified to carry out the obligations of the contract and to complete the work contemplated therein. 10. Exceptions Exceptions, conditions, or qualifications to the provisions of the City's specifications or contracts must be clearly identified in writing as such, with the reasons therefore, and alternate language proposed by proposer, if any, clearly stated and inserted in the appropriate place in the proposal submission. Each of these exceptions, conditions, or qualifications to the City's specifications will be included, as appropriate, in the Contract document. Items and matters not explicitly excepted in this manner shall be deemed to be in conformance with the City's specifications. The City is the final judge of acceptability for items quoted on this RFP. 11. Account Structure The City requires a master account entitled "Operating Account": into which all daily deposits of all unrestricted accounts, electronic transfers in and out, investment activities, debit and credit adjustments, change orders, zero - balance accounts and controlled disbursements will be transacted. The master account has controlled disbursement accounts that are funded by the master account. A number of zero balance accounts and other accounts will be required by the City for the processing of transactions and the collection of revenues. The zero balance accounts are swept into the master account. The City reserves the right to open or close any number or type of accounts throughout the term of the contract. 12. ACH Transactions The City has approximately 400 utility customers that are drafted monthly for payment. The City transmits data to the Depository daily by direct transmission via the City's computer system. This is a required service of the Depository. The City also has ACH debit and credit transactions for state and federal governmental activities. In addition, a portion of the City's work force is paid bi- weekly by ACH. City ofSouthlake RFP091OB200SJ900038 Page 161 13. Check Clearing Services The City uses Positive Pay for all checks issued. The City will require the Depository to perform a computerized match of all presented City checks with a database of issued checks. All checks issued and voided by the City will be transmitted to the Depository by direct transmission. The proposal should include any software charges associated with this service on the Fee Schedule. 14. Check Safekeeping Service The City will consider using a CD ROM for the imaging and retention of cleared checks. Cancelled checks and deposit tickets are currently returned to the City. The City requires that the Depository bank properly dispose of the cancelled checks and deposit items if using a CD ROM. All data included on CD ROM must be downloadable into Microsoft Excel format and one of the Check Reconciliation Import File Layouts in Attachment "C ". 15. Account Reconciliation Bank statements on all accounts shall be rendered within five (5) working days after the close of the calendar month. Statements shall include transaction activity made through the last day of the period. The bank statement for the operating account should include a listing of miscellaneous debits and credits which are balanced to the bank statement (partial account reconciliation). For the controlled disbursement account and the payroll account, the City requires a report reflecting all items paid in serial number sequence, which is balanced to the bank statement (partial account reconciliation). Identify all applicable costs on the Fee Schedule for these services. 16. Daily Balance Reporting The City requires daily on -line reporting of ledger, collected and available balances, as well as all credit and debit totals for all Accounts. This information should be ayailable_b3,9-0 I_ a.m. Central time Agreed. 17. Daylight Overdrafts The City will attempt to avoid daylight overdrafts. Include the daylight overdraft policy in the proposal and answer the following questions. How does the proposer define daylight overdraft? Daylight overdrafts are defined as the transfer and use of uncollected funds. If funds are to be received (security transactions, wires), but have not been credited to the City's account, could a daylight overdraft result? Yes. If a daylight overdraft occurs, what is the policy on such an event and what charges, if any, would be made to the City? (Include all charges in the Fee Schedule). Daylight overdrafts will be approved a no charge. 18. Debit and Credit Adjustments The City requires that a copy of all debit and credit adjustments be mailed to the City's Finance Department with supporting documentation, as the entries are made throughout the month. The City's monthly statement should also include a copy of all debit and credit adjustments. Adjustment documentation should include description, date and amount in order for the City to properly record the entry. The City shall not be responsible for the cost of credit and debit adjustments necessitated by bank error. City of Southlake RFP0910B200SJ900038 Page 162 19. Encoded Checks The City encodes the majority of the items deposited daily. An exception is the ad valorem tax receipts which are not encoded by the City. The collection of ad valorem taxes is done by Tarrant County and will be deposited by wire transfers into City bank accounts. The heaviest deposits are in December and January. 20. Deposit Availability The City desires to receive same day credit for all funds deposited by armored delivery service to the designated deposit location. Please state your cut off time for same day credit in your Service Proposal. The City expects to receive the best availability on deposits as well as any future improvements to the availability schedule. Please submit a funds availability schedule in your proposal. Identify the name and the physical location that will receive City deposits. Cutoff time for same day credit is 4:00pm. The City may make deposits at our Southlake location at 641 E. Southlake Blvd. Frost's Accelerated Availability Schedule is contained in Exhibit G. 21. Armored Car Service The City currently contracts with an armored courier service for delivery of deposits from City facilities to the depository bank. The bank depository must provide a service to pick up daily deposits from the City and deliver to the bank depository. Frost is amenable to providing this service through either invoice or analysis. 22. Deposit Slips The City will use tree -part, encoded deposit slips. The City requires the Depository to validate and mail on a daily basis to the City's Finance Department, one copy of each deposit slip. Same day telephone notification is required for deposit discrepancies. The City will designate a contact person to handle deposit discrepancies. 23. Account Analysis Earnings Credit In the proposal, explain the method or calculation used to determine the earnings credit rate applied to City balances on the monthly account analysis. Identify which balance, either ledger or collected, the earnings credit shall be applied, and if a percentage reserve requirement is subtracted from this balance. The calculation for earnings credits is: Average positive collected balanced X ECR/365 X number of days in the month The City will receive the previous month's average 91 -day T -Bill auction discount rate plus 25 basis points to be applied to the collected balance less a 10% reserve requirement. 24. Errors Depository errors resulting in lower City balances or reduced earnings shall be corrected to the satisfaction of the City. The Depository and the City shall mutually agree upon the method of reimbursement or correction. 25. Investments The City may choose to invest in certificates of deposit in the Depository or any other financial institution. Alternatively, the City may invest in other types of securities as permitted by the City's written investment policy. City of Southlake RFP0910B200SJ900038 Page 163 26. Research Requests The City requests that all research requests be turned around within three (3) business days of the request. Some items may take longer to research, i.e., fraudulent items. 27. Returned Items All checks deposited by the City that do not clear the first time should be submitted a second time before returning the item to the City. A returned check that does not clear on the second attempt shall be returned to the City within two (2) business days. 28. Securities Clearance and Safekeeping The Depository may act as transfer agent for some or all security transactions undertaken by the City. All security transactions shall be executed delivery versus payment. The Depository must have the capability of executing on behalf of the City DTC and Federal book entry security purchases and sales through the Federal Reserve Sank or a New York correspondent bank. The City requires that security purchase and sale instructions be transmitted to the Depository on -line. The City requires the ability to review the status of security transactions on -line. Controls for securities clearance will be established by mutual agreement. Include in the proposal a security clearance and custody agreement. Agreed. A safekeeping confirmation for each City security transaction will be issued and mailed to the City within two (2) business days of settlement. A monthly report listing all City securities held in safekeeping will be mailed to the City within seven (7) business days of the end of each month. Agreed. 29. Stop Payments The City will require the Depository to issue stop payments and make stop payment inquiries by telephone or by on -line notification from authorized City staff. The method of stop payment is at the City's discretion. The City will provide all required stop payment information. The Depository will provide the City with hard copy confirmation of each stop payment. 30. Wire Transfers The City requires that wire transfers and secondary authorizations be initiated by the City's Finance Department. The City also requires the ability to verify incoming and outgoing wire transfers on -line as well as the current status of all City wire transfers. This service must also be available on -line to the City's Finance Department. A hard copy notification of all incoming and outgoing wire transfers shall be mailed to the City within three (3) business days. In the event the Depository experiences computer or unexpected difficulties, the Depository shall use whatever means necessary to ensure that the City's wire transfers are completed on the date specified. In a typical day, the City may transfer large dollar amounts. The funding sources for these transfers can include collected balances, security maturities and sales and incoming wire transfers. The Depository shall release all outgoing wire transfers within one hour of origination by the City. Since the posting of security transactions may occur during overnight processing, a procedure to ensure the prompt release of wire transfers is necessary. In your proposal, identify the provisions for the release of wire transfers. Frost will establish an City of Southlake RFP0910B200SJ900038 Page 164 internal guidance line of credit for outgoing wires. This will be provided at no charge to facilitate outgoing wires. 31. Lockbox Service The City is considering the use of lockbox applications. Provide data regarding the use of lockbox in your proposal and identify the applicable cost on the Fee Schedule. This service may or may not be included in the evaluation of the proposal, per the City's decision to expand its current service applications. 32. Collateral Requirements The Depository is required to comply with Government Code Chapter 2257, Collateral for Public Funds. Eligible securities as defined in chapter 2257 and identified below shall be deposited with a third party custodian prior to the deposit of City funds. The pledged collateral must be maintained at all times during the term of the Depository contract at the levels required in this section. In order to perfect the City's security interest in the pledged collateral under the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), it is required that a collateral agreement between the City, the Depository and the approved custodian be signed by all parties prior to the deposit of City funds. The collateral agreement must be approved in resolution form by the Board of Directors or Loan Committee of the Depository and reflected in their certified minutes. The resolution should also state that the officer signing the collateral agreement is authorized to sign on behalf of the Depository. The signed collateral agreement, Board resolution, and minutes certifying the approval of the collateral agreement must be presented to the City prior to the deposit of City fiends. Agreed. The following securities are approved as collateral for City funds: 1. United States Treasury notes, bills or bonds or obligations fully and unconditionally guaranteed as to principal and interest by the full faith and credit of the United States, 2. Obligations of the Federal Home Loan Bank, Federal Home Loan Mortgage Corporation, or Federal National Mortgage Association. Government National Mortgage Association securities or any other asset backed, mortgage backed or pooled securities are unacceptable collateral. The use of a surety bond may be considered by the City to meet the required collateral requirements. The depository must comply with the law regarding collateral deposits. The City requires at least $10 million of collateral be maintained at all times except for the approximate period of December 10th through February 10th of each year when an additional $15 million in collateral will be required due to ad valorem tax collections. Other requests for additional collateral will be made on a when needed basis. The cost of collateral should be identified on the Fee Schedule and should be quoted on a per million dollar per day basis. The Depository may substitute approved securities so long as the total value of the pledged securities meets the required levels. Substitution may be made after obtaining permission from the City of Southlake. The Depository may also request permission to release securities whenever the total amount pledged is in excess of City requirements. City of Southlake RFP091OB200SJ900038 Page 165 A third -party custodian must safe -keep pledged securities. The City shall have the right to approve the custodian proposed by the Depository. Eligible custodians include: national banks domiciled in Texas, Federal Home Loan Bank, or Federal Reserve Bank or a branch of a Federal Reserve Bank. Upon receipt of the collateral, the custodian shall provide an original safekeeping receipt for each security being pledged. The Depository will provide to the City on a timely basis a monthly report of securities pledged by account. The report should provide the following: 1. Security type and description including coupon, maturity and call date, if any, 2. Par value, 3. Market value of each security and total market value for all securities. Frost can comply with all of the City's collateral requirements and will pledge collateral at the Federal Reserve Bank at no charge. 33. Overdrafts The City does not intend to have an overdraft position on any of its bank accounts singly or net throughout the course of the depository contract. In the event a check or checks presented for payment on any City account where there exists insufficient funds available for payment, the City will require the depository bank to pay said checks and promptly notify the City representative of the existence of the overdraft situation. The City agrees to cover the overdraft within one business day. Define in the Proposal Form whether the bank would consider an overdraft to be a negative balance in any individual City account or a negative balance in all City accounts collectively. The City would expect the depository to view all City accounts together for purposes of any charges on overdrawn collected balances. Overdrafts are assessed by account, not collectively. All items presented for payment are paid at no charge. The City will receive telephone notification when the overdraft occurs. A negative collected fee will be charged on analysis at the Bank's current prime rate. 34. Desktop Deposit Services The City currently contracts for Desktop Deposit services using the Pannini Vision X scanner and desires to continue this process. Define in the proposal desktop deposit services, compatibility with the Pannini Vision X scanner, and file download /upload capability for posting in the financial software used by the city. Acceptable lockbox file formats are included in Attachment "D ". 35. Services Proposal Checklist Each proposal must respond to the following specified requirements. Provide the following: • Audited financial statements for the most recent fiscal year; • Detailed explanation of the bank's policy and methodology used in the setting of the earnings credit rate. Provide a schedule of the earnings credit rates offered by the bank since January 1, 2005; City of Southlake RFP091 OB200SJ900038 Page 166 • Ratings on outstanding debt; • Three Texas local government references for cash management services managed by the bank executive who will be responsible for the City's account; • Sample account analysis and monthly statement; • Availability of funds schedule; • Vault services deposit cutoff times; • Sample of daily balance report; • Most recent quality assurance data and customer satisfaction procedures; • New customer conversion procedures and applicable information; • Daylight overdraft policy; • Proposed depository contract; • Proposed retail lockbox agreement; • Proposed positive pay agreement; • Proposed wire transfer agreement; • Proposed custodial and safekeeping agreement; • Proposed collateral agreement; • Proposed Automated Clearing Housing agreement; • Proposed vault services agreement; • Proposed security clearance agreement; • Any on -line banking services • Any additional agreements that require City approval. • State whether the bank would offer any type of special checking, money market, or loan account or other incentive for City employees; • Describe any other cash management or banking services that could be offered to the City. List all charges that would apply. Respond to the following service inquiries: 36. Coin and Currency Change Orders Specify any advance notice requirements greater than 24 hours. None exist. 37. Daylight Overdrafts Answer the following: Define daylight overdraft. A daylight overdraft is defined as the wiring out of uncollected funds Could a daylight overdraft result if funds are to be received (security transactions, wires), but have not been credited to the City's account? Yes. If a daylight overdraft occurs, what is the policy on such an event and what charges, if any, would be made to the City? Daylights will be approved at no charge pending verification of incoming funds by customer. 38. Deposit Availability Identify the name and deposit location that will receive City deposits. The City may make deposits at our Southlake Branch located at 641 E. Southlake Blvd. City of Southlake RFP0910B200SJ900038 Page 167 39. Wire Transfers Identify the provisions for the release of wire transfers. Secondary authorization is required on all wires that leave the bank. 40. Desktop Deposits Identify availability of service and compatibility with Pannini Vision X Scanner Frost's Web -based remote deposit capture solution, offered in partnership with NCR Corporation, resides in software on a central server at Frost. As a service user, you access Frost's secure site to initiate deposits from the convenience and security of your own workplace. The only equipment you must provide is a computer with monitor and keyboard and a secure, high -speed Internet connection. As part of product deployment, Frost sends you a desktop scanner appropriate for your organization's needs, (free of charge) although you may use one of your own organization's scanners if it is certified by Frost for remote deposit capture service. Once you have a scanner in place, you download a driver to operate the scanner and follow user - friendly instructions to process and complete your deposits. With an extended deadline of 9 p.m. Central time, Frost's remote deposit capture service provides you the opportunity to scan checks and transmit deposits to Frost well past traditional banking hours. When you complete a deposit, you receive a system message "Received at Frost," confirming that the deposit has been received by Frost. As an option, you may choose e -mail confirmations of deposits to be sent to designated contacts within your organizations. Frost's remote deposit capture service delivers valuable benefits that include online check image retention for 65 calendar days as well as virtual check endorsement, duplicate check detection, intraday and end-of -day reports, automated data capture with optional data files, and customer administration and user entitlements. You may also take advantage of data export Rinctions to facilitate your organization's own analysis. We recommend that originals of remotely deposited checks be kept in a secure location for a minimum of 10 days before they are safely destroyed. The storage period ensures that in the event an unacceptable image is created and transmitted the original check is available for rescammng. Periodic software upgrades come to you on an automated basis, generally with no downtime or additional downloads required. Compatible models are contained in the Treasury Management Section - Exhibit M. 41. File Formats Answer the following: Are the download/upload file formats used by the proposer compatible with those listed in Attachment "C" Check Reconciliation Import File Layout and Attachment "D" Lockbox Layout? Please refer to file formats for both Check Reconciliation and Lockbox contained in Exhibit M - Treasury Management. Frost's Lockbox IT personnel can program and conform to the City's file format. City of Southlake RFP091OB200SJ900038 Page 168