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15-0701_RT LAWRENCE CORPORATION_F7_Agenda ReportTO: City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council 6/16/2015 F7 FROM: Cindy Russell, Chief Financial Officer/City Treasuret't ~ Prepared by: Michelle Daggett Short, Senior AccourYantCIJ.,U! (,{ \Mt)S DATE: June 16, 2015 SUBJECT: Consideration of Approval of a Personal Services Agreement for Lockbox Services (RT Lawrence Corporation) RECOMMENDATION: By motion, approve a five (5) year Personal Services Agreement for Lockbox Services with RT lawrence Corporation. EXECUTIVE SUMMARY: Lockbox services are designed to expedite the collection of paper-based payments and provide timely payment information to update accounts receivable records. These services are provided by a third-party processor that receives, opens, and processes payments for a government or business. The City collects and processes approximately 7,200 customer payments monthly for its Water Utility services. As a Government Finance Officers Association Best Practice, the City utilizes lockbox services to improve cash flow by reducing processing time between delivery of mail and depositing of payments, and increasing staff productivity by freeing personnel from the labor-intensive process of manually handling mail, making daily deposits, and posting manual payments. In order to ensure that the City receives the most up-to-date and cost-effective services, staff issued a request for proposal (RFP) in December 2014, for banking and related services, which included a component for lockbox services. Proposers were asked to respond to one or more components and price each service component separately. Based on evaluation of the responses to this RFP, RT Lawrence Corporation is the most successful bidder at an estimated cost of $14,500 annually. This cost is approximately $2,950 lower than the second lowest bidder. City Council Agenda Report June 16, 2015 Page 2 of 3 DISCUSSION/ANALYSIS: The Request for Proposal (RFP) was sent to more than twenty (20) vendors to award a five (5) year contract for Lockbox services. The RFP requested a number of items including the proposer's demonstrated ability to provide services to public agencies. Six (6) proposals were received from responsible bidders. While services in the proposals were comparable, pricing considerations narrowed the field to the top two (2) bidders. The estimated annual fees for the selected bidders were summarized as follows: ACCOUNT FEE TRANSACTION FEES (a) RT LAWRENCE CORPORATION $ 540.00 13,967.52 BANK UP CORPORATION $ 1,200.00 16,261.44 ESTIMATED ANNUAL FEE $ 14,507.52 $ 17,461.44 ~--~~~~--~------~~--- (a) Annual transaction fees were estimated using the highest monthly transaction volume during the 2014-15 fiscal year. Proposed fees are fixed for the five year contract term. Based on the evaluation of each proposal, the proposal with the lowest estimated annual cost was RT Lawrence Corporation (Attachment 1 ). RT Lawrence Corporation is the City's current service provider. They have been in the technology business providing leading edge automated solutions for over 20 years. They have in excess of 160 clients across the United States and Canada, approximately 1 00 of which are utilities and public sector or city and county government agencies. For lockbox services, they are fully equipped with high-speed transports, mail extraction machines, mail pickup services, and payment processing staff with a solid strategy for expansion and growth as payment processing volumes increase. FISCAL IMPACT: As a result of RT Lawrence's competitive pricing, the proposal will result in an estimated annual savings of approximately $2,180. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL REVIEW: Not applicable. City Council Agenda Report June 16, 2015 Page 3 of 3 COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION: Sheila Andres, Director of Sales and Account Executive -RT Lawrence Corporation Michael V. Santimauro, Chief Executive Officer-Bank Up Corporation Eileen Perez, Vice President and Relationship Manager-MUFG Union Bank, N.A. Veronica Villasenor, Vice President-Relationship Manager-U. S. Bancorp Renee Gordon, Senior Relationship Manager-Wells Fargo Bank, N.A. Robert Donohue, Assistant Vice President, Government Banking -JP Morgan Chase ATTACHMENT : Attachment 1 -Personal Services Agreement (RT Lawrence Corporation) PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this first day of July 2015, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and RT Lawrence Corporation (hereinafter referred to as the "Consultant"). RECITALS : WHEREAS, City desires to retain the services of the Consultant for the purposes of Lockbox Services; and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows : Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2020. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed the total amount in the City 's adopted fiscal year operating budget for lockbox services at the rates as set forth in Exhibit "C," which supersedes rates in Section G of the original proposal in Exhibit "B," pages 28 through 38, attached and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 1 ATTACHMENT 1 -Page 1 of 7 3.3 Records of Expenses . Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site . By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 ATTACHMENT 1 -Page 2 of 7 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest, Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the seNices contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its seNices pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional seNices. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the pertormance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the 3 ATTACHMENT 1 -Page 3 of 7 negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers , agents, or employees . This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than two million dollars per occurrence ($2 ,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non-owned vehicles in an amount not less than two million dollars per occurrence ($2,000,000.00). 14.3 Workers' Compensation . If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain , during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 4 ATTACHMENT 1 -Page 4 of 7 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self-retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insured as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured's general supervision of Consultant; products and completed operations of Consultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers. 14.5 Notice of Cancellation/Termination of Insurance. The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced, until after thirty (30) days' written notice is given to City, except that ten (10) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (1 0) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract , then the agreement may be terminated subsequent to the ten (1 0) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: 5 ATTACHMENT 1 -Page 5 of 7 To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Michelle Bannigan, Assistant Finance Director To Consultant RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 Attn: Sheila Andres, Director of Sales and Account Executive Section 17. Attorneys' Fees . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures . (SIGNATURE PAGE FOLLOWS) 6 ATTACHMENT 1 -Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: ______________________ __ Derek Reeve, Mayor CONSULTANT By: _____ ...K_· J.__u.:_~----=-"""'-""6=9=·(,..;VI,=_,_· ______ _ ATTEST: RAVI SAMTANI Maria Morris, City Clerk APPROVED AS TO FORM: Q~J~~y 7 ATTACHMENT 1 -Page 7 of 7 REQUEST FOR PROPOSAL FOR BANKING AND RELATED SERVICES Financial Services Department CITY OF SAN JUAN CAPISTRANO Released on December 23,2014 Exhibit A Page 1 of 61 Dear Proposer: BANKING AND OTHER RELATED SERVICES REQUEST FOR PROPOSAL (RFP) The City of San Juan Capistrano (hereinafter referred to as the "City") is requesting proposals from qualified public and/or private firm( s ), for professional and technical services to provide the following services: • Banking Services • Custodial Services • Lockbox Services • Merchant Services The proposer may respond to one or more service components under this RFP. Each service component must be priced separately. All proposers must adhere to the proposal format as described in section 7. The Excel format for each pricing bid form is available on the City's Finance Department webpage at www.sanjuancapistrano.org. The term will be for three (3) years with two (2) one-year options to renew . 1. BACKGROUND The City of San Juan Capistrano is a general law city, which operates under the council/manager form of government with a General Fund expenditure budget of over $22 million and an overall expenditure budget of over $63 million for fiscal year 2013-2014. The City of San Juan Capistrano, incorporated in 1961, has a population of approximately 35, 900 and has a land area of 14.4 square miles. It is located in the southeastern portion of Orange County, California, approximately 62 miles south of the city of Los Angeles and 65 miles north of the City of San Diego. The City provides a wide range of municipal services that include: public works, planning and zoning, water and sewer services, parks and recreation, finance, City Clerk and City Manager's office. Police services are provided by contract with the Orange County Sheriff's Department. Fire services are provided through the taxing authority of the County Structural Fire Fund and the Orange County Fire Authority. The City provides the collection of wastewater, whereas Southeast Regional Reclamation Authority, of which the City is a contributing member, provides the treatment and disposal. 2. SCHEDULE OF EVENTS This request for proposal will be governed by the following schedule: Release of RFP Deadline for Written Questions Responses to Questions Posted on Web December 23, 2014 January 16 2015 January 23, 2015 2 Exhibit A Page 2 of 61 Proposals are Due February 2, 2015 Interview (if held) TBD in February Approval of Contract March 20, 2015 All dates are subject to change at the discretion of the City. 3. SERVICE #1 -BANKING SERVICES a. Minimum Qualification To be considered for selection, proposer must have at least the following qualifications: • Be a Federal or State of California chartered financial institution. • Be a member of the Federal Reserve System and have access to all services. • Be a qualified State depository for public funds. • Be a full service financial institution in good standing among other comparable banks and have a location within five (5) miles of the City Hall located at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. • Be capable of providing the services sought by the City, which include a wide range of electronic payment and deposit services. • Be adequately capitalized to accommodate the City's cash and investment management needs. This includes, but not limited to, a minimum $1 million daylight overdraft facility, subject to credit review by the financial institution. b. Scope of Work The City is seeking a financial institution that has demonstrated its ability in the following areas: • Service Public Agencies • Deposit Compensation • Demand Deposit Accounts • ACH, Wire and Other Transfers • Deposit Transmittal Process • Direct Deposit Relationship-State of California • Direct Deposit of Payroll and Payroll Taxes • Balance & Detail Reporting • Bill Concentration Service • Daylight Overdraft Protection • Implementation Plan • Business Continuity Plan • Information Technology 3 Exhibit A Page 3 of 61 c. Proposal to include the following tabs: • Tab A-Table of Contents • Tab B -Bank Services to Public Sector. Please respond to the following sections : ~ Institution Overview-General overview of the financial institution, governmental client services philosophy, corporate organization, including identification of the government services unit, location of corporation, processing center, branch localities, hours of operation and banking holidays. Also please provide any relevant information regarding a correspondent bank relationship. ~ Experience -Describe the institution's direct experience in servicing public sector clients. Please include: the number of public agency clients, the dollar amount of public funds on deposit, and the institution's knowledge of and adherence to the California Government Code including collateralization requirements, and other applicable federal and state laws. Will the institution be able to comply with transaction confirmation and respond to other requests for data as needed (i.e. from the City's auditors)? What role does technology play in the delivery of services? ~ Relationship Management -Identify the size and scope of your California-based public banking unit, bank officers responsible for the City's accounts, what each person's role and responsibilities will be, and the relevant credentials and experience of each person on the relationship management team. ~ Compliance and Exception -Include a statement to confirm the bank's compliance to the specific minimum qualifications in item a, listing any exceptions to required services. • Tab C -References. Please provide three references that are of similar size and scope of service utilization as the City. Include the following information for each reference: ~ Contact name and title ~ Name of the public agency ~ Telephone number and e-mail address ~ Number of years as customer and services provided • Tab D -Collateralization of Deposits: The bank is required to collateralize public funds deposits under the California Government Code, Sections 53651 and 53652. Copies of the reports filed with the State of California shall be made available to the City upon request. Please detail the bank's procedures for collateralizing public funds deposits. 4 Exhibit A Page 4 of 61 ~ What types of securities are used as collateral? Can the City select the type of collateral used? ~ Which bank department is responsible for tracking deposits and monitoring collateral? ~ What is the bank's current level ($ amount) of California public funds deposits and the related collateral? ~ What is the frequency of reporting to the State Treasurer's Office? • Tab E -Deposit Compensation: The City compensates for bank services primarily with compensating balances and is charged for any deficiencies based on monthly account analysis. Please indicate the following in this section : ~ List the financial institution's Earnings Credit Rate (ECR), and how it is calculated and applied. ~ List the financial institution's ECR for the past twelve ( 12) months . ~ Please explain, in detail, how and when the FDIC assessment is computed and charged. ~ Does the City have the option of compensating on fees or balances basis or, a combination of both? Please describe any difference in related costs to the City with either option . ~ What is the financial institution's settlement period for account analysis and billing purpose -monthly, quarterly, semiannually or annually? How long can any excess balances be carried forward to apply to charges in future billing periods? ~ Please explain exactly what type of items and services can be applied against the City's account analysis in addition to standard bank services. ~ What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? ~ Please state the negative collected balance charge that the City will pay and, in detail, explain how this charge is computed. Is the rate quoted in this proposal good for the term of the contract? Please provide escalation clauses. 5 Exhibit A Page 5 of 61 • Tab F -Demand Deposit Accounts. The City, the Successor Agency to the City's Redevelopment Agency and the Housing Authority currently use four (4) demand deposit accounts (DDA) or checking accounts. None of the accounts are Zero Balance Accounts. Please describe in detail the institution's ability to provide services to this type of accounts. Entity Name Account Type Average Collected Balance City of San Juan Checking Account $ 3,497,080 Capistrano City of San Juan Investment Sweep $ 115,675 Capistrano Account San Juan Capistrano Checking Account $ 148,400 Housing Authority Successor Agency to the Checking Account $ 135,000 San Juan Capistrano Community Redevelopment Agency • Tab G -Automated Clearing House (ACH) Services. ACH Direct Deposit of Payroll: The City utilizes direct deposit services for its bi-weekly payroll. Each payroll run has approximately 100 employees using the direct deposit service. Please address the following: );> Describe the bank's procedure in detail for receiving electronic payroll data and any back-up plans for data transmissions . );> Discuss screening measures that the bank uses to minimize errors on files sent to the bank (i.e . pre-notes, ABA screening, etc.). Describe the processes and timing available for file/error correction. );> Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the file from the City and when funds are debited from the City's account. ACH Auto Debit: The financial institution must have the capability to accommodate an online bill collection service. The City currently collects utility bills via ACH debit each month . • Tab H -Wire and Other Transfers. Please describe the financial institution's on-line transfer service capability and what specifically is recommended for the City's use and consideration. );> What is the process for initiating wire transfers? Please include the deadlines. 6 Exhibit A Page 6 of 61 );> Describe the financial institution's incoming and outgoing electronic money transfer services. Include safeguards and security measures offered by your services . );> Please provide a description or sample of the institution's funds transfer agreement. How are the authorization levels established for transfers? • Tab I -Deposit Transmittal Process. The City currently makes physical deposits at the local branch . );> Please identify your branch locations within five (5) miles of City Hall. );> Please describe the institution's required deposit preparation for check , currency and coin. );> What are the cut-off times for deposits at the financial institution's local branch to ensure same day credit? Is there additional charge for after banking hours processing fee? );> How would the City order cash vault supplies? How is payment made for such supplies? );> Please describe in detail the financial institution's procedures for handling deposit adjustments. What documentation on discrepancies does the bank provide? );> Please describe the financial institution 's returned item handling and notification procedures. Is an automatic re-clear option available? How long does it take for returned items to be sent to the City? • Tab J -Payroll Tax Processing: Please describe the services available from the financial institution to accommodate the City's payment and reporting of payroll taxes. • Tab K -State Activity/LAIF Transfers: The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives State electronic payments. );> Please describe the LAIF transfer process. Are the transfers done by telephone, email, fax, wire transfer, etc .? How is the accuracy of transfers assured? );> What is the charge per transfer to LAIF? From LAIF? );> Does the bank have an office in Orange County that maintains a direct DDA banking relationship with the State Treasurer's office and the State Controller's office? );> Is the bank an approved State of California depository? );> What is the charge for the deposit of State electronic payments? State warrants? 7 Exhibit A Page 7 of 61 • Tab L -Bill Concentration Service: The City implemented this service in Fall2014. ~ Does the bank have the capability to provide a bill concentration service? If so, please describe the service and any costs associated. • Tab M -Balance and Detail Reporting: The City currently utilizes a web-based on-line system to perform a variety of processes, such as placing stop payments, obtaining cancelled check image and accessing on-line balance reporting information (current day and prior day) for all accounts using a PC and the internet. ~ Please describe the financial institution's on-line banking and information reporting system(s) including a list of all services provided and its respective costs. ~ What are the current computer hardware and software specifications for the financial institution's on-line system? ~ At what time (Pacific Standard Time) is prior day information available? Can the City obtain current day information? ~ Please include in this section: sample copies of prior day and current day (if available) reports that would be the best example of the system's capabilities. ~ Can the reports be customized for the end-user or exported to Excel? ~ What types of security measures are in place? How is the assignment of user I. D.'s and passwords managed? ~ What is the bank's contingency plan for providing this information if the event of unexpected bank system problems or natural disasters? ~ Does the bank offer electronic delivery of statements, reports and notices? • Tab N -Daylight Overdraft Protection: The City requires daylight overdraft protection for the occasional situations whereby timing differences occur between incoming wires or LAIF transfers and outgoing wires. ~ Describe any issues, concerns and charges associated with the use of a daylight overdraft facility. ~ Will the bank guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? • Tab 0-Conversion Plan: As part of any conversion, the City requires an efficient transition to the new service provider or to enhanced services with its existing service provider. ~ Please describe the overall plan the financial institution would coordinate to ensure a smooth conversion . 8 Exhibit A Page 8 of 61 ~ Please describe the on-site training to the City's staff for the operation and use of the services selected? How is the training typically structured? ~ Please provide a detailed time line schedule and applicable charges for the conversion plan. ~ What size of conversion allowance will the financial institution provide to the City? Please state a specific dollar amount or identify those supplies, products or services included. • Tab P-Business Continuity Plan. The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period . ~ Please describe in detail, the financial institution's compliance with the State and Federal regulations pertaining to this area. ~ Please describe testing of core service applications and system that assure information backup, anti-intrusion and other privacy requirements. ~ Please describe operational diversification and geographic dispersal of service centers. • Tab Q -Banking Services Bid Form. Please complete per form shown in Exhibit A. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Fees related to all services described in the proposal must be listed on this form -even if the service is not shown on the form. Also, please include any one-time set-up charges, equipment costs, research fees and all other fees that will be charged . Include any incentives or price breaks based on volume, timeliness, or rebates. Please state the period of validity for these fees . • Tab R-Sample Reports to Submit. ~ Sample Account Analysis and User's Guide ~ Sample Account Statements ~ Sample Prior Day and Current Day Reports • Tab S -Relevant Contract, Agreements and Statements to Submit. ~ Sample Funds Transfer Agreement ~ Sample Contract for Deposit of Monies • Tab T -Financial Statements and Ratings. Please provide the most recent audited financial statements or annual report for the financial institution (a reference to electronic availability will suffice). Also include the institution's most current Standard & Poor's, Moody's and or Fitch credit ratings, where available . 9 Exhibit A Page 9 of 61 • Tab U -Sample City Agreement, Mandatory Insurance and Business License Requirements. See Attachment 1 for a sample of the City's standard personal services agreement. • Tab V-Service Enhancement and Industry Best Practices. ~ What best practices have you identified in this industry space? ~ Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City 's treasury management operations, including procedures for Positive Pay processing and remote check deposits . 4. SERVICE #2 -CUSTODIAL SERVICES a. Scope of Work The City currently has two safekeeping accounts (one for the City and another for the Successor Agency). The City contracts with an investment advisor firm, PFMAM Asset Management, to manage approximately $30 million of the City's $44 million investment portfolio. The City manages $14 million of the City's investment portfolio and the entire portfolios for the Successor Agency and the Housing Authority. The City's intention is not to hold uninvested cash in the custodian accounts. Funding for investment purchases will be wired from the City's investment sweep account, the Housing Authority's check ing account, or the Successor Agency's checking account. The October 2014 investment reports for each entity, the most recent data available, is included as Attachment 2 to the RFP . The City is seeking proposal from qualified institutions that have demonstrated its ability in the following areas: • Service Public Agencies • System and Data-Processing • Accounting and Reporting • Asset Safekeeping • Implementation Plan b. Proposal to include the following tabs: • Tab A -Table of Contents • Tab B -Organization Information. Please indicate the following information in this section: ~ Provide a description of total custody assets and clients by type and asset size (i.e. corporate client and public fund client, etc.). 10 Exhibit A Page 10 of 61 ~ Include an organizational chart of the Trust/Custody Department showing the position of the Department within the firm 's structure. ~ Describe any organizational changes (mergers or acquisitions, etc.) in the past three years that had an impact on your trust/custody operations. ~ Describe your Trust/Custody Department's long-term strategy for business and personnel development. ~ Discuss the financial stability of your firm. Please provide the most recent audited financial statements or annual report for the firm (a reference to electronic availability will suffice). Also include the firm's most current Standard & Poor's, Moody's and or Fitch credit ratings, where available. ~ Define your firm's fiduciary responsibility and describe how your firm maintains its independence. ~ Describe your firm's commitment to service quality and customer services. Does your firm have a quality management program? How do you measure customer satisfaction? ~ Describe briefly what you feel sets your firm apart from other trust/custody service providers. • Tab C -General and Administration Information. Please indicate the following information in this section: ~ How many accounts are assigned to each primary client contact officer on average? ~ Identify the client service officer and account administration team that would support the City. Please include biographies and years of experience for client support person(s). Also list the location and hour of service for client support person(s). ~ What was your firm's custodial client turnover (gains and losses) in the past three years? ~ Describe any litigation, legal proceeding or investigation in the last three (3) years by a regulatory agency that involved your Trust/Custody Department or its officers. ~ Describe your disaster recovery plan including backup capabilities and procedures. ~ List all insurance coverage relevant to custody functions. Indicate the type and the amount. • Tab D -References. Provide contact information (name, address, telephone number and e-mail address) of three (3) references for trust/custody services of similar size. • Tab E -Investment Reconciliation Process. Please describe the following in this section: ~ What information delivery system do you offer to investment managers? Do managers have on-line access to portfolio data? 11 Exhibit A Page 11 of 61 ~ How do investment managers communicate trade instructions to your firm for settlement? Please include instruction deadlines. ~ Does your firm have a separate investment manager liaison group that handles the reconciliation process? If so, please describe the structure of the group and how it communicates with the accounting group. If not, describe how investment manager relationships are handled. ~ Describe the role your firm plays in the investment manager reconciliation process. What specific procedures are performed on the reconciliation prepared by managers? Do you formally reconcile your records with those of the investment managers? Describe the process and frequency of reconciliation. Do you reconcile and research pricing and market value differences with the investment managers? ~ Does your firm monitor tolerance levels for pricing discrepancies with investment managers? How are pricing challenges resolved? ~ Please comment on follow-up procedures for discrepancies identified during the reconciliation process. ~ How are reconciling items communicated to the client? ~ Do you have specific client services accounting staff with the responsibility of reconciling exception items between you and the investment managers? • Tab F-Accounting and Reporting. Please describe the following in this section: ~ Provide a description of your accounting system . ~ Describe your procedures for ensuring that all interest and dividends for the City's portfolio are paid. ~ Provide a schedule of all accounting reports available in your custody system and include samples. How often are such reports produced? ~ How soon after accounting periods are fully audited reports available? Can you provide daily pricing and related portfolio holding report? ~ What steps are taken to ensure the accuracy of client reports? Who is responsible for ensuring accuracy? What controls are built into the process? What is the turnaround time for correcting errors? ~ Do you have the ability to provide all accounting report on-line through your custodian portal? ~ Describe your data retention policy. ~ Is there any special hardware and software required to use your online service? If yes, please specify. If your system is a web- based, what web-browser version does your system can operate with? 12 Exhibit A Page 12 of 61 };;> Please describe your on-line capabilities for accounting and reporting information. What type of reports can be generated? Can the client download the data to create custom reports? What is your practice in creating custom reports for clients and related cost? ~ How current is the on-line information? Is it real-time (access trade information as it changes throughout the day) or batch processed (data is updated each night)? How long is information available on the system? Is this daily or monthly information? ~ What provisions are made for training clients in the use of the systems? • Tab G -Asset Safekeeping. Please describe the following in this section: ~ Describe your depository memberships (i.e., DTC, FRB) and the services you use at these depositories. Describe your system for registration and custody of assets. };;> Discuss the level of automation of your security transaction processing system. };;> How and where are physical settlements transacted? };;> What procedures are in place to ensure the accuracy in your custody and clearing area? ~ How and when are corporate actions processed? ~ What source do you use to price securities? What is the frequency of your pricing updates? };;> What procedures do you have to identify and investigate any significant or unusual price changes? • Tab H-Audit Controls. Please provide the following in this section: ~ A copy of your most recent SSAE 16 report (formerly SAS 70). A reference to electronic availability will suffice ~ Copies of any internal control opinions issued by your independent auditors specifically related to your custody services within the last three (3) years. };;> What is responsible for monitoring and implementing the auditors ' recommendations made to management? • Tab I -Implementation Plan. Please describe the following in this section: ~ Discuss your approach to the implementation process. Include an estimated implementation calendar, actions required on the part of the City and Custodian and the timeframe to complete the tasks. ~ What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? 13 Exhibit A Page 13 of 61 • Tab J -Fees. >-Please provide a fee schedule for custodial services . Specify what services are included in the fee schedule . If you offer unbundled custodial services, please list the specific unbundled pricing for the services . >-Will you guarantee your fees for a fixed number of years? • Tab K-Service Enhancement and Industry Best Practices. >-Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations . >-What best practices have you identified in this industry space? 5. SERVICE #3-LOCKBOX SERVICE a. Scope of Work The City utilizes lockbox services to collect and process customer payments for its Water Utility services. The City receives approximately 7,200 payments per month through lockbox. b. Proposal to include the following tabs: • Tab A -Table of Contents • Tab B -Organization and General Information. Please provide the following information in this section: >-General overview of the firm's and lockbox services unit, including location of office, processing center and hour of operation. >-Provide the names of individuals who will be working on the proposed services and their areas of responsibility. Include their specific experience relatives to the request for proposal requirements and their contact numbers and e-mail addresses. >-Describe your firm's approach to keep your product line competitive and develop new services. • Tab C -References. Please provide three (3) references (preferably from current local government customers for lockbox services). Include name, address, telephone number and e-mail address. • Tab D -Lockbox Receipt Processing. Please describe the following in this section : >-Location of post office box >-Time and frequency of pickups from the post office box >-Turn-around processing time >-Deposit frequency, deadlines and reconciliation 14 Exhibit A Page 14 of 61 ~ Ability to provide images of remittance documents and checks via web and/or CD Rom. ~ Acceptance criteria for payments ~ Method and time of delivery for returning original documents to the City ~ Treatment of exception (non-standard) items and ability to process exception items separately ~ Ability to handle payments containing multiple remittance advices ~ Technical specifications of transmission of data to the City ~ Error tolerance of lockbox personnel and subcontractors ~ Bonding requirements of lockbox personnel and subcontractors ~ Procedures to handle inquiry, research and adjustments and turn- around time if established • Tab E -Security Measure and Disaster Recovery Plan. Please describe your firm's security features to minimize the risk of unauthorized transactions and formal disaster recovery plan. • Tab F -Implementation Plan. Please describe the following in this section: ~ Discuss your approach to the implementation process. Include an estimated implementation calendar, actions required on the part of the City and your firm and the timeframe to complete the tasks. ~ What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? • Tab G -Lockbox Services Bid Form. Please complete per form shown in Exhibit B. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Fees related to all services described in the proposal must be listed on this form -even if the service is not shown on the form. Also, please include any one-time set-up charges, equipment costs, research fees and all other fees that will be charged. Include any incentives or price breaks based on volume, timeliness, or rebates. Please state the period of validity for these fees. • Tab H -Service Enhancement and Industry Best Practices. ~ Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's lockbox services. ~ What best practices have you identified in this industry space? 15 Exhibit A Page 15 of 61 6. SERVICE #4-MERCHANT SERVICES a. Scope of Work The City currently accepts Visa, MasterCard, American Express and Discover credit card payments approximating $245,000 or 2,400 transactions each month. The City currently has two merchant locations accepting payments for City services such as utility payments, business license fees, permits, plan checks, recreation classes and parking fees, etc. The City also has hand-held devices to process credit card payments. Payments are accepted over-the-counter, by mail, by telephone, online and occasionally in the field (using hand-held devices). The City prefers a single point of contact for technical issues, configuration changes, upgrades, maintenance and troubleshooting for any merchant bankcard issues . b. Proposal to include the following tabs: • Tab A-Table of Contents • Tab 8 -Organization and General Information. Please provide the following in this section: ~ Describe your firm's Merchant Bankcard and Point-of-Sale processing capabilities. ~ Include an organization chart of the Merchant Bankcard Service Department showing the position of the Department within the firm's structure. ~ Describe your customer service standards for Merchant Bankcard processing and review. Do you have a quality management program? How do you measure customer satisfaction? • Tab C -Bankcard Transaction Processing ~ What is the settlement cutoff time for card transactions? ~ When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed wire? Are settlement amounts listed separately on the bank statement or will they appear as one lump sum? Will your firm break out amounts by merchant locations/payment types? ~ Describe your online reporting capabilities. What types of report are available to view merchant card transactions? Can the user create custom reports? Please provide sample reports. ~ How are adjustments and charge backs handled? How is the City notified of charge backs? Are charge backs and other debit adjustments netted with daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurred? • Tab D -Fees. Please complete per form shown in Exhibit C. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Please provide the ("Interchange Pass-Through") discount rate and all other applicable charges 1f&r Exhibit A Page 16 of 61 credit/debit card processing services as described above. Include the following: ~ Visa and MasterCard authorization fees ~ Monthly service fee ~ Monthly statement fee ~ Any other fees the City would be charged. • Tab E -Service Enhancement and Industry Best Practices. ~ Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's operations. ~ What best practices have you identified in this industry space? 7. PROPOSAL FORMAT GUIDELINES Interested entities or contractors are to provide the City of San Juan Capistrano with a thorough proposal using the following guidelines: a. FORMAT Proposal shall be typed and should contain no more than fifty (50) typed pages using a 12-point font size, including a cover letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used . Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of any contract awarded under this RFP, may be rejected. The following proposal sections are to be included in the Proposer's response: b. Cover Letter Proposal shall be accompanied by a cover letter, not to exceed two (2) pages in length. The cover letter should summarize key elements of the proposal. An individual authorized to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to San Juan Capistrano, California and the office from which the project will be managed. c. Background, Project and Methodology Section Refer to the Scope of Work for specific services. 17 Exhibit A Page 17 of 61 d. Staffing Provide a list of personnel who will be working on this project and indicate the functions that each will perform and anticipated hours of service of each individual. Include a resume for each designated individual. Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work. e. Financial Capacity Provide the Proposer's latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the City to reasonably formulate a determination about the financial capacity of the Proposer. Describe any administrative proceedings, claims, lawsuits, or other exposures pending against the Proposer. f. Fee Proposal See requirements in the Scope of Work for specific services. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Proposals shall be valid for a minimum of 180 days following submission. g. Disclosure Please disclose any and all past or current business and personal relationships with any current San Juan Capistrano elected official, appointed official, City employee, or family member of any current San Juan Capistrano elected official, appointed official, or City employee. Any past or current business relationship may not disqualify the firm from consideration. h. Sample Agreement The firm(s) selected by the City will be required to execute a Personal Services Agreement (Agreement) with the City. The form of the Agreement is enclosed as Attachment 1. See additional information on the Agreement at Section 12 below. 8 . PROCESS FOR SUBMITTING PROPOSALS a. Content of Proposal The proposal must be submitted using the format as indicated in the proposal format guidelines. b. preparatjon of Proposal Each proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation. 18 Exhibit A Page 18 of 61 c. Nymber of proposals Submit one original, five (5) hard copies plus one disk copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis. In the event of a conflict between the original and any hard copy or disk copy, the original shall control. d. Submission of Proposals Complete written proposals must be submitted in sealed envelopes marked and received no later than 4:30 p.m. (P.S.T) on February 2, 2015 to the address below. Proposals will not be accepted after this deadline. Faxed or e-mailed proposals will not be accepted. e. !ngyjrjes City of San Juan Capistrano Michelle Bannigan, Assistant Finance Director 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Banking and Related Services Questions about this RFP must be directed in writing, via e-mail no later than January 16, 2015 at 4:30 p.m.:. to: Michelle Bannigan Assistant Finance Director mbannigan@sanjuancapistrano.org The City reserves the right to amend or supplement this RFP prior to the proposal due date. The City will endeavor to answer all written questions timely received no later than January 23, 2015. The City reserves the right not to answer all questions. From the date that this RFP is issued until the contractor(s) are selected and the selection is announced, firms are not allowed to communicate outside the process set forth in this RFP with any City employee other than the contracting officer listed above regarding this RFP. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted, and no response other than written will be binding upon the City. f. Conditions for Proposal Acceptance This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source(s), or to cancel this RFP in part or in its entirety. The City may waive any irregularity in any proposal. All proposals will become the property of the City of San Juan Capistrano, USA. If any proprietary information is contained in the proposal, it should be clearly identified. 19 Exhibit A Page 19 of 61 10. EVALUATION CRITERIA Evaluation of all proposals received by the City shall be based on the following criteria. a. Qualifications of Entity and Key Personnel-------25% Includes the following: the Proposer's ability to provide the requested scope of services; the Proposer's financial capacity; the Proposer's recent experience conducting work of similar scope; the complexity, and magnitude for other public agencies of similar size; and references. b. Approach to Providing the Requested Scope of Services-------25% Includes an understanding of the RFP and of the project's scope of services, knowledge of applicable laws and regulations related to the scope of services. c. Price Proposal------25% Price Proposals will be evaluated on the basis of the Total Estimated Annual Price for each service area. d . Innovative and/or creative approaches to providing the services that provide additional efficiencies or increased performance capabilities. ----- --25% 10.EVALUATION OF PROPOSALS AND SELECTION PROCESS In accordance with its Municipal Code Section 3-4 .306, the City will adhere to the following procedures in evaluating proposals. A Selection Committee (Committee), which comprises City's staff will screen and review all proposals according to the weighted criteria set forth above. While price is one basic factor for award it is not the sole consideration. a. Responsiveness Screening Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFP. At any time during the evaluation process, the City reserves the right to request clarifications or additional information from any or all Proposers regarding their proposals. b. Initial Proposal Review The Committee will initially review and score all responsive written proposals based upon the Evaluation Criteria set forth above. The Committee may also contact Proposer's references. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any proposal in which a Proposer's approach, qualifications, or price is not considered acceptable by the City. An unacceptable proposal is one that 20 Exhibit A Page 20 of 61 would have to be substantially rewritten to make it acceptable. The City may conclude the evaluation process at this point and recommend award to the lowest responsible bidder. Alternatively, the City may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a recommendation or selection . c. Interviews, Reference Checks, Revised Proposals, Discussions Following the initial screening and review of proposals, the Proposers included in this stage of the evaluation process may be invited to participate in an oral interview. Interviews, if held, are tentatively scheduled to occur in February 2015 and will be conducted at City of San Juan Capistrano City Hall, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. This date is subject to change. The individual(s) from Proposer 's firm that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. The oral interview may, but is not required to, use a written question/answer format for the purpose of clarifying the intent of any portions of the proposal. In addition to conducting an oral interview, the City may during this stage of the evaluation process also contact and evaluate the Proposer's references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a Proposer's services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process. Following conclusion of this stage of the evaluation process, the Committee will again rank all Proposers according to the evaluation criteria set forth above. The Committee may conclude the evaluation process at this point, and make a recommendation for award , or it may request Best and Final Offers from Proposers . The City may accept the proposal or negotiate the terms and conditions of the agreement with the highest ranked firm, which shall be determined to be the lowest responsible bidder. The City may recommend award without Best and Final Offers, so Proposers should include their best proposal with their initial submission. Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP . 11. CONFIDENTIALITY The California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless information is exempt from disclosure by law, the content of any request for explanation, exception, or substitution, response to this RFP, protest, or any other written communication between the City and Proposer, shall be available to the public. The City intends to release all public portions of the proposals following the evaluation process at such time as a recommendation is made to the City Council. 21 Exhibit A Page 21 of 61 If Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer's competitive position if disclosed, the Proposer shall request that the City withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. Proposer may not designate its entire proposal as confidential nor designate its Price Proposal as confidential. Submission of a proposal shall indicate that, if Proposer requests that the City withhold from disclosure information identified as confidential, and the City complies with the Proposer's request, Proposer shall assume all responsibility for any challenges resulting from the non-disclosure, indemnify and hold harmless the City from and against all damages (including but not limited to attorney's fees that may be awarded to the party requesting the Proposer information), and pay any and all cost and expenses related to the withholding of Proposer information. Proposer shall not make a claim, sue, or maintain any legal action against the City or its directors, officers, employees, or agents concerning the disclosure, or withholding from disclosure, of any Proposer information. If Proposer does not request that the City withhold from disclosure information identified as confidential, the City shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to the City. 12.EX PARTE COMMUNICATIONS Proposers and Proposers' representatives should not communicate with the City Council members about this RFP. In addition, Proposers and Proposers' representatives should not communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFP Facilitator, regarding this RFP until after contract award. Proposers and their representatives are not prohibited, however, from making oral statements or presentations in public to one or more representatives of the City during a public meeting. A "Proposer" or "Proposer's representative" includes all of the Proposer's employees, officers, directors, consultants and agents, any subcontractors or suppliers listed in the Proposer's proposal, and any individual or entity who has been requested by the Proposer to contact the City on the Proposer's behalf. 13. CONFLICT OF INTEREST The Proposer shall warrant and represent that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code sections 1090, et seq., or sections 87100, et seq., during the performance of services under any Agreement awarded. The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable. 14. DISCLOSURE OF GOVERNMENTAL POSITION In order to analyze possible conflicts that might prevent a Proposer from acting on behalf of the City, the City requires that all Proposers disclose in their proposals any positions that they hold as directors, officers, or employees of any governmental entity. Additional disclosure may be required prior to contract award or during 1t@ Exhibit A Page 22 of 61 term of the contract. Each Proposer shall disclose whether any owner or employee of the firm currently hold positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve (12) months. 15.CONDITIONS TO AGREEMENT, IF ANY. The selected Proposer will execute a Personal Services Agreement with the City describing the Scope of Services to be performed, the schedule for completion of the services, compensation, and other pertinent provisions . The contract shall follow the sample form of Agreement provided as Attachment 1 to this RFP. All Proposers are directed to particularly review the indemnification and insurance requirements set forth in the sample Agreement. The contractor will maintain insurance requirements during the entire time of the contract. To confirm this requirement, within fifteen (15) days from execution of the agreement, the contractor shall furnish the City satisfactory evidence of the insurance requirements and evidence that each carrier is required to give at least thirty (30) days prior notice of the cancellation agreement. The City shall be named additional insured under the Contractor's policies as noted in the agreement. The terms of the agreement, including insurance requirements have been mandated by the City. Submittal of a proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample Agreement for Services unless the Proposer includes with its proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement. 16.DISQUALIFICATION STATEMENT Proposers shall submit a statement with the proposal to state whether a Proposer, any officer of a proposer, or any employee of a Proposer who has a proprietary interest in the Proposer, has ever been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local government project because of a violation of law or safety regulation and if so, to explain the circumstances. A proposal may be rejected on the basis of a Proposer, any officer or employee of such Proposer, having been disqualified, removed, or otherwise prevented from proposing on, or completing a federal, state, or local project because of a violation of law or a safety regulation. 17.STANDARD TERMS AND CONDITIONS a. Amendments The City reserves the right to amend or supplement this RFP prior to the proposal due date. All amendments and additional information will be posted to the San Juan Capistrano City website, San Juan Capistrano -Official City Web Site - Department -Financial Services-Request for Proposals. Proposers should check this web page daily for new information. b. Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the Proposer. All proposals submitted become the property of the City. 23 Exhibit A Page 23 of 61 c. Business License The Contractor must have a City of San Juan Capistrano business license while conducting any work under this contract. 24 Exhibit A Page 24 of 61 EXHIBIT A City of San Juan Capistrano-Banking Services Bid Form (M ark Items Clearly if "No Proposal : or Contracted to Third Party) Estimated Total fY!oil}h'y Estimiffiid Total I term M:ont"ly Unit AFP Code Per Unit Cost V.olurne. C.ost Ann~al Cost General Account Services Account Maintenance -Web 4 AAA003 Bank Statemenl -Web 4 CHK111 Information ReportlnQ Partial Reconciliation Monthly Maintenance 2 ARP003 PllJl_er Report Print & Shlpmrrn 1 ARP180 lmaae Item Prior Day Statement 13 INF450 CSV Reoort Monthly 1 ARP502 Web Prior Day Report 4 INF407 Web Prior Day Balance/Summary Updated 942 INF411 Wetl Prior DayTransaction Updated 572 INF412 Web Current Day Report 4 INF425 Web current Day Balance/Summary 169 INF413 Updated Web Current Day Transaction Updated 202 INF414 Peposltory Services Branch Deposit 40 CHK010 Electronic Credit 129 CHK011 Niohl Drop Oeoosll 29 CHK012 Deoosit Administration Fee 3699 CHK750 Currency Deposit Standard 3091 5 ROC015 Check Deposit on Us 460 CKP120 Check Deposil -Local Clearin!l House 1672 CKP137 Check Deposit -Select In District. CA 2168 CKP136 Check Dejloslt • AU Others 1759 cKP139 Deposited Item Return· Reclear 3 RET062 Deposited Uem Retum -Charaeback 2 RETOG3 ACH ACH Web Monthly Base Fee 3 CPY406 ACH Web Credit Transactions 284 CPY407 ACH Web Debit Transacllons 1702 CPY409 ACH Web Returns Transmission 4 CPY417 ACH Web Rejects/Rev/Del 1 CPY420 ACB Web NOC Transmission 5 CPY430 ACH Web Ba lch Release 7 CPY432 Web Addenda Records 1 CPY435 ACH Web Acknowledgement Report 6 CPY458 Paper Disbursement Services Check Paid Partial-Tnuncated 276 ARP034 Paid Check Charge 16 CHK020 DaiJyPald Report 2 ARP051 Paid No Issue Reoort 2 ARP065 Reconcile Stop Pavments -Renewal 1 ARP082 Transmission Output-Pe.r TX 2 ARP113 Transmission Output -Per Item 296 ARP114 Check capture 359 ARP151 Check lmaae Re1rleval Monli11V Fee 1 IMG401 Check lmaqe 4 IMG402 Check Processing Reiects 15 CKP161 Pre-Encoded Cou rier Deposit 18 CKP001 Non-Customer Cash Paid on • us 1 CUS301 Credit Error Notice 2 CKP191 Deblt Error Notice 1 CKP190 Web Stop Pavment Sin<:~le lnquirv 3 TSP450 Web Stop Payment Renewal 42 TSP418 Electronic Oebit and Wire Transfer Electronic Debit 32 CHK021 Wire Transfer Monthly Fee Web 1 WTM442 Account Transfer End ol Dort_Web 2 WTM436 Outooino Domestic W ire Web 6 WTM443 Exhibit A Page 25 of 61 EXHIBIT A City of San Juan Capistrano -Banking Services Bid Form (Mark Items Clearly if "No Propo sal : or Contracted to Third Party) Estlmate.d Total Monthly Estimate-d Total Hem Monthly Unit> AFPCode.. Per Uhlt Gost Voiume Cost Annu~l Co.st LAIF LA IF Redem~:~tlon 1 CSU170 LAIF lnveslment 1 CSU17 1 Bill Concentration Monthly Licen se Fe e 1 BCS003 Tra nsmission Fee 19 BCS005 Transaction Fee 627 BCS007 Retum Fee 2 BCS028 Miscellaneous Items Bank StJQP Lies Endorsement Stamos Deposit Silos Oeposli BaQs Exhibit A Page 26 of 61 EXHIBITS City of San Juan Capistrano-Lockbox Services Bid Form (Mark Items Cl ea rly if "No Proposal or Contracted to Third Party") Item Unit Price Estimated Monthly Monthly Cost Explanation Volume Processing Monthly Maintenance Processed Item Multiple Payment Surcharge Deposit Cash Payment Received Additional Processing Manual/Express Mail Sort Stub Only Item PhotocQQy Outline Exception Review Oulline Exceptions Monthly Outline Exceptions Item Outline Exceptions User Image Delivery Services Image Month ly Maintenance Im age Web Item Image Full -Page Item Image CD-ROM Image CD Rom It em Reporting Transm issions Custom Report Monthly Other Lockb ox Changes Package Preparation US Mail oer item Research ReQuest Annual P.O . Box Rental Initial Fees Lockbox Setup Fee Image Setup Fee Courier Fee Dai ly Courier Service Third Party Courier Service Photocopy Per Item Photocopy Charge Other Fees Exhibit A Page 27 of 61 EXHIBITS City of San Juan Capistrano-Lockbox Services Bid Form (Mark Items Clearly if "No Proposal or Contracted to Third Party") Item Unit Price Estimated Monthly Monthly Cost Explanation Volume Processing Monthly Mainte nan ce Processed Item Multiple Payment Surcha rge Depos it Cash Payment Received Additional Processing Manu al/Express Mail Sort Stub Only Item Photocopy Outline Exception Review Outline Exceptions Month ly Outline Exceptions Item Outline Exceptions Use r Image Delivery Services Image Monthly Maintenance Image Web Item Image Full-Page Item Image CD-ROM lmaqe CD Rom Item Reporting Transmissions Custom Report Monthly_ Other Lockbox Changes Package Preparation US Mail per item Research Request Annual P.O. Box Rental Initial Fees Lockbox Setup Fee Image Setup Fee Courier Fee Daily Co urier Service Third Party Courier Service Photocopy Per Item Pho tocopy Charge Other Fees Exhibit A Page 28 of 61 CITY OF SAN JUAN CAPISTRANO EXHIBIT C-MERCHANT CARD SERVICES BID FORM (Mark C learly if "No Proposal or Contracted t o a Third Party") .-'l~!lltA;.~ ' 1 ~ ' •• , r ~a,~ 4§4,f§il£!.tfl§ii.i, AvthotizationfEDC Fee -VOGa !Credil and Non-PI N n •• , < ·'·-~~Fee -Mastercard !Credn and Non-PIN < Networil Card !Credit and Non-PIN ; Fee -Amet'lc,an Express card (Credi\ and Non-PIN Cha!l!ebacks -MCN - - -Discover ~AMEX Other Fees (Please provl do descrlpUon and unit prices' Subtotal All Fets per Other Fees (PieD•e p ro vi de _ Moothly Se{"Viee fe~ Pan11 r Slall!meN Fee ---!_Fe_e 1 an d unit prices] ~ :-:~1-~ {1iUtl - - li I_S l:¥:n J,MS'"1 ~- ''<".lllr~-_~glif!l I ~ c't1j7.-'l ~~a --- - I S _ -_l_S _ -~_l_S _ ~ J ~ -----Ls_ ----=-----IT : _lj H--- ~ Subto~l Monlhy ees I I I I I I I I ~ I I s -I Mii@ Am~ Fee S • S -S • s · S • S • Ol.her Fees (Please provi d e descrl pllon 'an d unll p rlcesll r ---~---r--I --rs--I s --~-n----T s--------:--rs -I s 11 Fel!!l Other Fees (Ploase provide 1 and unit prl cesll T I Subtotol Otlter Foes. I S • IS • I S -I S • I S ft . ls --:--rs -rs --:-rs '";' tt it -- Exhibit A Page 29 of 61 PERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective this __ day of , 2014, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consu ltant regarding the City's proposal to ; and WHEREAS, Consultant is qualified by virtue of experience, training , education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term . [OPTION 1: ONGOING SERVICES, NO END DATE] This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days notice of termination. [OPTION2 : SPECIFIC TERM] This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than ---- Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $ __ [either, total contract amount, or amount per month or per fiscal year; also specify whether the total compensation includes expenses, etc.], [as set forth in Exhibit "B," attached and incorporated herein by reference [if Consultant provides a cost proposal or rate schedule]]. 1 Exhibit A Page 30 of 61 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total services which have been satisfactorily completed for such monthly period. The City will pay monthly progress payments based on approved invoices in accordance with this Section. 3.3 Records of Expenses. Consultant shall keep complete and accurate records of all costs and expenses incidental to services covered by this Agreement. These records will be made available at reasonable times to the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contra~t with any other entity to perform the services required without written approval of the City . This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part ofthis Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed . Nothing contained in th is Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work . In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees . Section 7. Familiarity with Work and/or Construction Site . By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of 2 Exhibit A Page 31 of 61 all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. Section 8. Time of Essence . Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comp ly with all applicable laws , ordinances , codes and regulations of federal , sta te and local government. Section 10. Conflicts of Interest. Consult ant covenants that it presently has no interest and shall not acquire any interest, d irect or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one ( 1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing . Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data , and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' 3 Exhibit A Page 32 of 61 fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable . The policy limits do not act as a limitation upon the amount of indemnification t o be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City , the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City . Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be prmtided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A-Class VII or better. 14.1 Comprehensive General Liability . Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per occurrence ($1 ,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability lrtsurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or th.e general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non- owned vehicles in an amount not less than one million dollars per occurrence ($1 ,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, 4 Exhibit A Page 33 of 61 Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 14.4 Proof of Insurance Requirements/Endorsement. Prior to beginning any work under this Agreement, Consultant shall submit the insurance certificates, including the deductible or self-retention amount, and an additional insured endorsement naming City, its officers, employees, agents, and volunteers as additional insured as respects each of the following: Liability arising out of activities performed by or on behalf of Consultant, including the insured 's general supervision of Consultant; products and completed operations of Cons ultant; premises owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed by Consultant. The coverage shall contain no special limitations on the scope of protection afforded City, its officers, employees, agents, or volunteers . 14.5 Errors and Omissions Coverage [FOR PROFESSIONS/WORK EXCLUDED FROM GENERAL LIABILITY] Throughout the term of this Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liabili ty coverage) in an amount of not less than One Million Dollars ($1 ,000,000). Prior to beginning any work under this Agreement, Consultant shall submit an insurance certificate to the City's General Counsel for certification that the insurance requirements of this Agreement have beeR satisfied . 14.6 Notice of Cancellation/Termination of Insurance . The above policy/policies shall not terminate, nor shall they be cancelled, nor the coverages reduced , until after thirty (30) days' written notice is given to City, except that ten ( 1 0) days' notice shall be given if there is a cancellation due to failure to pay a premium . 14.7 Terms of Compensation . Consultant .shall not receive any compensation until all insurance provisions have bee11 satisfied . 14.8 Notice to Proceed . Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. 5 Exhibit A Page 34 of 61 In addition, this Agreement may be terminated by any party for cause by providing ten ( 1 0) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice. These addresses shall be used for delivery of service of process: To City : To Consultant: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn : __________ ~ Section 17. Attorneys' Fees . If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitlea to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled . Section 18. Dispute Resolution . In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures . 6 Exhibit A Page 35 of 61 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By : ______________________ __ , Mayor CONSULTANT ATTEST : Maria Morris, City Clerk APPROVED AS TO FORM : Hans Van Ligten, City Attorn ey 7 Exhibit A Page 36 of 61 m >< ::r 0: ;::+ )> ""'C Q) co City of San Juan Capistrano Summary October 31, 2014 CD *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been compiled by PFM ~ Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. 0 -(J) ~ m X :::r 0' ;:::;: )> 'lJ m (.Q CD VJ 00 0 _., (J) -->. Consolidated Summary CITY OF .SAN JUAN CAPISTRANO Portfolio Summary and Investment Allocation Closing Market Value PFM Managed Investments Certificate of Deposit 1,740,909.03 Corporate Note 6,297,275.07 Federal Agency Bond I Note 11,532,292.09 U.S. Treasury Bond I Note 10,603,815.70 City Managed Investments Non-Negotiable Certificates of Deposit 750,000.00 Local Agency Investment Fund 13,344.459.00 Total $44,268,750.89 Maturity Distribution Maturity Bucket Closing Market Value Under 30 days 13,594,459.00 31 to 60 days 0.00 61 to 90 days 0.00 91 to 180 days 250,393.50 181 days to 1 year 3,607,955 .27 1 to 2 years 15,460,747.27 2 to 3 years 11,355,195.85 3 to 4 years 0.00 4 to 5 years 0.00 Over 5 years 0 .00 $44,268,750.89 Percent 3.93 14.23 26.05 23.95 1.69 30.15 100.00% Percent 30.71 0.00 0.00 0.57 8.15 34.92 25.65 0.00 0.00 0.00 100.00% Sector Allocation Non- Negotiable CD 2% ~ For the Month Ending October 31, 2014 ~Corporate Note Federal Agency 26% SUMMARY Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. m X ::T 0: ;:::;.: )> -o !).) (Q Cl> City of San Juan Capistrano Investments Managed by the City October 31, 2014 *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been compiled by PFM ~ Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. 0 -(j) _.. m >< :::r 0'" ....... >- ""'0 !l) (.Q (I) ~ 0 0 -(J) ....>. Summary of Holdings CITY OF SAN JUAN CAPISTRANO-CllY MANAGED' INVESTMENTS Security Type/Description Dated Date/Coupon/Maturity CUSIP Local Government Investment Pools Local Agency Investment Fund LAIFCITY Security Type Sub-Total Non-Negotiable Certificates of Deposit Mission National Bank C0381060750 -0.50% 11/10/2014 Independence Bank CD999999930B -0 .95% 05/08/2016 Farmers and Merchants Bank CD7264 -0.40% 05/25/2016 Security Type Sub-Total Securities Sub-Total Accrued Interest Total Investments Par S&P Moody's Rating Rat ing 13,344,459 .00 NR NR 13,344,459.00 250,000.00 NR NR 250,000.00 NR NR 250,000.00 NR NR 750,000.00 $14,094,459.00 Trade Date 2/28/2009 11/10/2012 5/8/2014 6/25/2014 Settle Date 2/28/2009 11/10/2012 5/8/2014 6/25/2014 For the Month Ending October 31, 2014 Original Cost YTM Accrued at Cost Interest 13,344,459 .00 0.26% 13,344,459.00 0.26% 250,000.00 0.50% 82.21 250,000.00 0.95 % 143 .15 250,000.00 0.40% 13.70 750,000 .00 0.62% 239.06 $14,094,459.00 0.28% $239.06 Amortized Cost 13,344,459 .00 13,344,459 .00 250,000 .00 250,000 .00 250,000 .00 750,000.00 $14,094,4S9 .00 Market Value 13,344,459.00 13,344,459.00 250,000.00 250,000 .00 250,000.00 750,000.00 $14,094,459.00 $239.06 $14,094,698.06 CITY MANAGED INVESTMENTS Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only . m >< ::::r 0'" ;::::;: )> ""0 Q) co (J) ~ ~ 0 -CJ) ~ Earnings Reconciliation CITY OF SAN JUAN CAPISTRANO-CITY MANAGED INVESTMENTS Earnings Reconciliation (Cash Basis) Interest/Dividends/Coupons Received Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses Total Cash Basis Earnings Earnings Reconciliation (Accrual Basis) Ending Amortized Value of Securities Ending Accrued Interest Plus Proceeds from Sales/Withdrawals Plus Proceeds of Maturities/Calls/Principal Payments Plus Coupons/Dividends Received Less Cost of New Purchases Less Beginning Amortized Value of Securities Less Beginning Accrued Interest Total Accrual Basis Earnings 7,401.09 0.00 0.00 $7,401.09 14,094,459.00 239.06 0.00 0 .00 7,401.09 {3,007,014.00) {11 ,087,445.00) {226.38) $7,413.77 For the Month Ending October 31,2014 CITY MANAGED INVESTMENTS Page 2 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano . This report is for informational purposes only. m >< :r rr -)> -u !l> (Q CD .j:::. N 0 _.., (J) ---" Summary of Transactions & Interest For the Month Ending October 31, 2014 CITY OF SAN JUAN ' CAPISTRANO--CITY MANAGED INVESTMENTS --• Transaction Type Pr incipal Accrued Trade Settle Security Description CUSIP Par Proceeds Interest Total 10/07/2014 10/07/2014 Local Agency Investment Fund LAIFCITY 3,000,000.00 (3,000,000.00) 0 .00 (3 ,000,000.00) 10/14/2014 10/15/2014 Local Agency Investment Fund LAIFCITY 7,014.00 (7,014 .00) 0.00 (7,014.00) Transaction Type Sub-Total 3,007,014.00 {3,007,014.00) 0.00 (3,007,014.00) Missio n National Ba nk -0.50% 11/10/2014 10/09/2014 10/09/2014 Independence Bank CD999999930B 250,000-00 0.00 195.28 195.28 -0 .95 % 05/08/2016 10/14/2014 10/15/2014 Local Agency Investment Fund LAIFCITY 13,337,445.00 0.00 7,014.00 7,014.00 10/30/2014 10/30/2014 Farmers and Merchants Bank -o.4o% o6L25L2016 CD7264 250,000.00 0.00 82.20 82.20 Transaction Type Sub-Total 14,087,445.00 0.00 7,401.09 7,401.09 Total Security Transactions (3,007,014.00) 7,401.09 (2,999,612.91) CITY MANAGED INVESTMENTS Page 3 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano . This report is for informational purposes only. m X ::T a= ;:;: ):> .., Q) (0 City of San Juan Capistrano Investments Managed by PFM Asset Management October 31, 2014 ro *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been compiled by PFM ~ Asset Management based on information provided by the City of San Juan Capistrano . This report is for informational purposes only. a m ...... Managed Account Summary Statement For the Month Ending October 31, 2014 CilY OF SAN JUAN CAP-ISTRANO -XXXX01d0 Transaction Summary -Managed Account Cash Transactions Summary -Managed Account Opening Market Value $30,148,384.66 Maturities/Calls 450,000.00 Maturities/Calls (450,000.00) Sale Proceeds 0.00 Coupon/Interest/Dividend Income 34,419.30 Principal Dispositions 0.00 Principal Payments 0.00 Principal Acquisitions 446,188.15 Unsettled Trades 0.00 Security Purchases ( 446,355.03) Change in Current Value 29,719.08 Net Cash Contribution 0.00 Recondling Transactions 0.00 Closing Market Value $30,174,291.89 Earnings Reconciliation (Cash Basis)-Managed Account Cash Balance Interest/Dividends/Coupons Received 34,419.30 Closing Cash Balance $110,568.38 Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses Total Cash Basis Earnings (166.88) (2,420.00) $31,832.42 Earnings Reconciliation (Accrual Basis) Total m X ::J 0" ;:::;.: )> Ending Amortized Value of Securities Ending Accrued Interest Plus Proceeds from Sales Plus Proceeds of Maturities/Calls/Principal Payments Plus Coupons/Dividends Received Less Cost of New Purchases Less Beginning Amortized Value of Securities Less Beginning Accrued Interest -;Jr Total Accrual Basis Earnings co CD ~ ~ 0 -(j) ....>. J:/ii=- .... ~FM Asset Management LLC 30,101,830.31 96,351.52 0.00 450,000.00 34,419.30 (446,355.03) (30,121,629.83) (95,574.43) $19,041.84 Page 1 m X ::::J 0" ;:::;: )> "U Q) (Q CD .j:::.. tTl 0 -CJ) Portfolio Summary and Statistics CITY OF SAN JUAN CAPISTRANO -XXXX..:::O:::::J.O::::O================:~---==:====:;;;;;;;;;;;;:~===. Account Summary Descri(!tion Par Value Market Value Percent U.S. Treasury Bond I Note 10,440,000.00 10,603,815.70 35.14 Federal Agency Bond I Note 11,465,000.00 11,532,292 .09 38 .22 35.14% I Corporate Note 6,165,000.00 6,297,275.07 20.87 Certificate of De~osit 1,745 ,000 .00 1,740,909.03 5.77 Managed Account Sub-Total 29,815,000.00 30,174,291.89 100.00% Accrued Interest 96 351.52 Total Portfolio 29,815,000.00 30,270,643.41 Unsettled Trades o.oo 0.00 Maturity Distribution ~9.58% Yield to Maturity at Cost 37.G3o/o Yield to Maturity at Market Duration to Worst Weighted Average Days to Maturity ·~ -- 11.96% 0.83% n 0.00% 0.00% 0.00% 0 - 6 Months 6 -12 Months 1-2 Years 2-3 Years 3-4 Years 4-s Years Over 5 Years ....... ~ .I::PF:I.l ~ PFM Asset Management LLC For the Month Ending October 31, 2014 Sector Allocation ~~~ ___ COrporate Note Fed Agy Bond I --.-c__ Note 38 .22% Characteristics 0.77% 0.62% 1.73 658 Page 2 m X ::r 0" ;::+: )> '1J Q) (0 CD ~ (J) 0 -(J) __,.. ~ .=::PF!vf CllY OF SAN JUAN CAPISTRANO -)000(0_10@ r; ·---- Issuer Summary Issuer BERKSHIRE HATHAWAY INC CATERPILLAR INC CITIGROUPINC DISCOVER FINANCIAL SERVICES FANNIE MAE FEDERAL FARM CREDIT BANKS FEDERAL HOME LOAN BANKS FREDDIE MAC GENERAL ELECTRIC CO GOLDMAN SACHS GROUP INC IBM CORP JP MORGAN CHASE & CO PROCTER & GAMBLE CO TOYOTA MOTOR CORP UNITED STATES TREASURY US BANCORP WELLS FARGO & COMPANY Total ...:::f!F-: r. .:==PI·:,. ~ ·PPM Asset ~1anagement LLC ~ Managed Account Issuer Summary For the Month Ending October 31, 2014 Credit Quality (S&P Ratings) Market Value of Holdin2s Percent 790,432.72 2.62 780,849.08 2.59 249 ,940 .50 0.83 251,319.25 0.83 3,92.8 ,982 .55 13 .02 1,302,519.90 4.32 4,070,960.46 13.49 2,2.29,829.18 7.39 1,049,539.77 3.48 250 ,393.50 0.83 803,794.11 2.66 786,097.64 2.61 753 ,994.80 2.50 776,594.60 2.57 10,603,815.70 35.14 739,818.53 2.45 805,409 .60 2.67 $30,174,291.89 100.00% Page 3 m X ::J" o= ;::::;: :t> "'0 D.> <0 CD ~ '-l 0 -(J) ....... Managed Account Detail of Securities Held CilY OF SAN JUAN CAPrSTRANQ -XXXXO'lOO Security Type/Description Dated Date/Coupon/ Maturity CUSIP U.S. Treasury Bond I Note US TREASURY NOTES 912828NP1 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES 912.828NP1 DTD 08/0Z/2010 1.750% 07/31/2015 US TREASURY NOTES 912828PM6 DTD 12/31/2010 2.125% 12/31/2015 US TREASURY NOTES 912828C40 DTD 03/31/2014 0.375% 03/31/2.016 US TREASURY NOTES 912.82.8QP8 DTD 05/31/2011 1.750% 05/31/2.016 US TREASURY NOTES 912.8280X1 DTD 08/01/2011 1.500% 07/31/2016 US TREASURY NOTES 91282.8LP3 DTD 09/30/2009 3.000% 09/30/2016 US TREASURY NOTES 912828RM4 DTD 10/31/2011 1.000% 10/31/2016 US TREASURY NOTES 912.828RXO DTD 01/03/2012 0.875% 12/3 1/2.0 16 US TREASURY NOTES 912.828SC5 DTD 01/31/2012.0.875% 01/31/2017 US TREASURY NOTES 912.82.8SC5 DTD 01/31/2012. 0.875% 01/31/2017 US TREASURY NOTES 912828MK3 DTD 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES 912828SC5 DTD 01/31/2012. 0.875% 01/31/2017 US TREASURY NOTES 912.828SM3 DTD 03/31/2012 1.000% 03/31/2017 ~ ~;.}t .\j ----~ PF.l\1 Asset Managernent LLC S&P Moody's Trade Par Rating Rating Date 100 ,000.00 AA+ Aaa 09/26/13 940,000.00 AA+ Aaa 08/15/13 960,000.00 AA+ Aaa 07/0Z/14 330,000.00 AA+ Aaa 04/04/14 580,000.00 AA+ Aaa 12/20/13 600,000.00 AA+ Aaa 06/0Z/14 915,000.00 AA+ Aaa 03/03/14 600,000.00 AA+ Aaa 06/02/14 995,000.00 AA+ Aaa 02/12/14 50,000.00 AA+ Aaa 02/10/14 250,000.00 AA+ Aaa 09/08/14 740,000.00 AA+ Aaa 01/17/14 1,100,000.00 AA+ Aaa 07/29/14 1,300,000.00 AA+ Aaa 03/20/14 Settle Date 09/27/13 08/16/13 07/07/14 04/07/14 12/2.3/13 06/05/14 03/04/14 06/05/14 02/14/14 02./11/14 09/09/14 01/2.1/14 07/31/14 03/21/14 Original YTM Cost at Cost 102,621.09 0.32 965.446.10 0.36 986,137.50 0.2.8 329,651.95 0.43 597,332..03 0.51 613,382..81 0.46 973,188.28 0.51 606,140.63 0.57 999,702.93 0.71 50,2.91.02. 0.68 2.50,654.30 0.76 790,701.56 0.83 1, 102,2.34.38 0.79 1,302,945.31 0.92 For the Month Ending October 31, 2014 Accrued Interest 442.26 4,157.20 6,873.91 108.79 4,270.77 2,274.46 2,413.19 16.57 2,933.63 110.56 552.82 5,844.09 2,432..40 1,142.86 Amortized Cost 101,064.92 949,738.91 980,534.33 329,751.62 591,257.02 610,862.48 958,294.41 605,111.93 998,547.13 50,2.2.0.76 250,615.30 777,757.01 1,102,010.29 1,302,353.73 Market Value 101,195.30 951,235.82 981,300.48 330,386.72 • 592,642.19 611,2.96.80 958,391.02 605,718.60 1,000,674.49 50,2.73.45 251,367.25 780,873.16 1,106,015.90 1,309,241.70 Page 4 m X ::r 0" ....... )> "U Q) (Q CD ~ <Xl 0 ....., (J') .....>. == .=:=PF~f ~ Managed Account Detail of Securities Held CI TY OF SA N JUAN CAPISTRANO -XXXXO H)Q .. " Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date U.S. Treasury Bond I Note US TREASURY NOTES 912828SY7 500,000.00 AA+ Aaa 06/02/14 DTD 05/31/2012 0.625% 05/31/2017 US TREASURY NOTES 912828TG5 5,000.00 AA+ Aaa 07/29/14 DTD 07/31/2012 0.500% 07/31/2017 US TREASURY NOTES 912828TG5 475,000.00 AA+ Aaa 07/02/14 DTD 07/31/2012 0.500% 07/31/2017 Security Type Sub-Total 10,440,000.00 Federal Agency Bond I Note FFCB NOTES 3133EANJ3 300,000.00 AA+ Aaa 06/15/12 DTD 05/01/2012 0.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL NOTES 313383¥81 1.000,000.00 AA+ Aaa 08/20/13 DTD 08/09/2013 0.375% 08/28/2015 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 AA+ Aaa 12/26/12 DTD 12/26/2012 0.420% 10/15/2015 FHLB (EX-CALLABLE) GLOBAL NOTES 3130AOGKO 1,000,000.00 AA+ Aaa 01/06/14 DTD 12/30/2013 0.375% 12/30/2.015 FEDERAL HOME LOAN BANK GLOBAL NOTES 3130AOSD3 245,000.00 AA+ Aaa 09/22/14 DTD 01 /24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 400,000.00 AA+ Aaa 08/20/13 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 445,000.00 AA+ Aaa 10/24/14 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 500,000.00 AA+ Aaa 09/25/14 DTD 02/15/2013 O.SOO% 03/30/2016 FHLMC NOTES 3137EACT4 240,000.00 AA+ Aaa 09/26/14 DTD 04/08/2011 2..500% 05/27/2.016 FHLMC NOTES 3137EACT4 950,000.00 AA+ Aaa 02/19/14 DTD 04/08/2011 2.500% 05/27/2016 ,:;::..... ..:=-·py~· \ -~ =~ ~ . PF:l\-1 Asset J\1anagement LLC Settle Date 06/05/14 07/3 1/14 07/07/14 06/15/12 08/21/13 12/26/12 01/07/14 09/23/14 08/21/13 10/27/14 09/26/14 09/29/14 02/20/14 Original YTM Cost at Cost 496.796.88 0.84 4,923.63 1.02 467,856.45 1.00 10,640,006.85 0.64 300,000.00 0.50 999,510.00 0.40 1,000,000.00 0.42 999.400.00 0.41 245,159.25 0.33 398,268.00 0.67 446,188.15 0.31 500 ,805.00 0.39 248,088.00 0.46 994,298.50 0.43 For the Month Ending October 31, 2014 Accrued Interest 1,314.89 6.32 600.20 35,494.92 750.00 656.25 186.67 1,260.42 183.75 172.22 191.60 215 .28 2,566.67 10,159.72 Amortized Cost 497,229.02 4,929.98 468,590.55 10,578,869.39 300,000.00 999,807.10 1,000,000.00 999,646.90 245,147.32 399,057.64 446,178.90 500,753.34 247,657.07 980,736.19 Market Value 497,890.50 4,951.17 470,361.15 10,603,815.70 300,504.90 1,001.685.00 1,002,015.00 1,001.414.00 245,277.34 400,728.00 445,809.90 500,910 .00 247,685.28 980,420.90 Page 5 Managed Account Detail of Securities Held For the Month Ending October 31, 2014 -CITY QF SAN JUAN CAPISTRANO -XXXXOlPO . ....._ ·-..:.------ Security Type/Description S8r.P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/ Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value d I Note FHLB NOTES 3130A2T97 500,000.00 AA+ Aaa 09/25/14 09/26/14 498,615.00 0.64 229.17 498,681.81 499,005.50 DTD 08/07/2014 0.500% 09/28/2016 FHLB NOTES 3130A2T97 620,000.00 AA+ Aaa 08/06/14 08/07/14 618,605.00 0.61 284.17 618,755.76 618,766.82 DTD OB/07/2014 0.500% 09/28/2016 FNMA NOTES 3135GOJA2 2,050,000.00 AA+ Aaa 09/03/14 09/04/14 2,059,799.00 0.94 256.25 2,059,224.94 2,066,879.70 DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1LJ5 700,000.00 AA+ Aaa 04/03/14 04/2B/14 707,847.00 1.24 94.79 703,B62.92 704,B1l.BO DTD 04/2B/20 14 1.625% 04/2B/20 17 FREDDIE MAC GLOBAL NOTES 3137EADJ5 1,000,000.00 AA+ Aaa 08/13/14 08/14/14 1,000, 700.00 0.9B 2.5B3.33 1,000,650.35 1,001, 723.00 DTD 06/25/2012 1.000% 07/28/2017 FNMA NOTES 3135GOZLO 515,000.00 AA+ Aaa 08/21/14 08/25/14 513,161.45 1.12 4B6.39 513,267.95 514,654.95 DTD 08/25/2014 1.000% 09/27/2017 Security Type Sub-Total 11,465,000.00 11,530,444.35 0.67 20,276.68 11,513,428.19 11,532,292.09 PROCTER & GAMBLE CO CORP NOTES 74271BBZ1 720,000.00 AA-Aa3 08/20/13 OB/23/13 7B9,228.00 0.65 13,192.00 753,744.18 753,994.80 DTD 11/25/2003 4.850% 12/15/2015 CATERPILLAR FINANCIAL SE 14912L457 760 ,000 .00 A A2 08/20/13 08/23/13 790,673.60 1.07 1,678.33 776,784.04 780,849.08 DTD 04/01/2011 2.650% 04/01/2016 m IBM CORP GLOBAL NOTES (EX-cALLABLE) 459200HL8 805,000.00 AA-Aa3 08/20/13 08/23/13 795,879.35 0.88 1,760.94 799,B65.44 B03,794.11 X DTD 05/07/2013 0.450% 05/06/2016 ::::J 0" JPMORGAN CHASE & CO GLOBAL NOTES 46625HJA9 760,000.00 A A3 08/20/13 08/23/13 794,656.00 1.52 7,714.00 780,465.28 786,097.64 ;::::;: DTD 06/29/2011 3.150% 07/05/2016 )> GENERAL ELEC CAP CORP 36962G6Z2 790,000.00 AA+ A1 08/20/13 08/23/13 793,160.00 1.36 3,587.92 791,874.87 800,102.52 "U DTD 07/12/2013 1.500% 07/12/2016 !ll <C WELLS FARGO & COMPANY 94974BFL9 800,000.00 A+ A2 08/20/13 08/23/13 799,336.00 1.28 2,805.56 799,605.20 805,409.60 CD .t>. DTD 07/29/2013 1.250% 07/20/2016 (!) 0 -(J) .....>. ~· Page 6 .:=:PF\t ' == ~. PFM Asset Management LLC m >< ~ 0'" ;::;: )> -u Ql <0 CD (]1 0 0 -0'> .....>. ~ Managed Account Detail of Securities Held CITY OF SAN JUAN <tAP:ISTAANO -)Q00<0100. Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Corporate Note BERKSHIRE HATHAWAY INC GLOBAL NOTES 084670BB3 770,000.00 AA Aa2 08/20/13 DTD 08/15/2011 2.200% 08/15/2016 TOYOTA MTR CRED NOTES 89233P5E2 760,000.00 AA-Aa3 02/19/14 DTD 09/15/2011 2.000% 09/15/2016 Security Type Sub-Total 6,16S,OOO.OO ificate of Deposit GOLDMAN SACHS BANK USA 38143AJLO 250,000.00 NR NR 02/08/12 DTD 02/08/2012 1.050% 02/09/2015 DISCOVER BANK 254671GN4 250,000.00 NR NR 09/26/12 DTD 09/26/2012 1.050% 09/28/2015 GE CAPITAL BANK 36160JPD4 250,000 .00 NR NR 05/03/13 DTD 05/03/2013 0 .700% 05/03/2016 CIT BANK (CALLABLE) 17284CEH3 250,000.00 NR NR 05{15/13 DTD 05/15/2013 1.000% 05/15/2017 US BANK NA CINCINNATI (CALLABLE) CD 90333VPF1 745,000.00 AA-Aa3 09/09/14 DTD 09/11/2014 1.375% 09/11/2017 Security Type Sub-Total 1,745,000.00 Managed Account Sub-Total 29,815,000.00 Securities Sub-Total $29,815,000.00 Accrued Interest Total Investments ..:5 n t ~\\ 5$''· ~ PPM Asset JV1anagetnent LLC -- Settle Date 08/23/13 02/24/14 02/08/12 09/26/12 05/03/13 05/15{13 09/11/14 Original YTM Cost at Cost 795,710.30 1.06 784,259.20 0.74 6,342,902.4S 1.07 250,000.00 1.04 250,000 .00 1.03 250,000.00 0.70 250,000.00 0 .99 743,800.55 1.41 1,743,800.55 1.14 30,257,154.20 0.77 $30,257,154.20 0.77% For the Month Ending October 31, 2014 Accrued Interest 3,576.22 1,942.22 36,257.19 604.11 258.90 872.60 1,164.38 1,422.74 4,322.73 96,351.52 $96,351.52 Amortized Cost 785,539.94 777,797.41 6,265,676.36 250,000 .00 250 ,000.00 250,000.00 250,000.00 743,856.37 1,743,856.37 30,101,830.31 $30,101,830.31 Market Value 790,432,72 776,594 .60 6,297,275.07 250,393 .50 251,319.25 249,437.25 249,940.50 739,818.53 1,740,909.03 30,174,291.89 $30,174,291.89 $96,351.52 $30,270,643.41 Page 7 m X ::::J 0" ;::::;: )> -u !l> (Q CD 01 ....... 0 -(J) ....... Managed Account Fair Market Value & Analytics CrrY OF SAN JUAN CAPISTRAN O: X>00<0100" -- - Security Type/Description Next Call Market Dated Date/Coupon/Maturity CUSIP Par Broker Date Price U.S. Treasury Bond I Note US TREASURY NOTES 912828NP1 100,000.00 CITIGRP 101.20 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES 912828NP1 940,000.00 CITIGRP 101.20 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES 912828PM6 960,000.00 MERRILL 102.22 DTO 12/31/2010 2.125% 12/31/2015 US TREASURY NOTES 912828C40 330,000.00 MORGANST 100.12 OTO 03/31/2014 0.375% 03/31/2016 US TREASURY NOTES 912828QP8 580,000.00 MERRILL 102.18 OTD 05/31/20111.750% 05/31/2016 US TREASURY NOTES 912828QX1 600,000.00 MORGANST 101.88 DTD 08/01/20111.500% 07/31/2016 US TREASURY NOTES 912828LP3 915,000.00 MORGANST 104.74 om 09/30/2009 3.ooo% 09/30/2016 US TREASURY NOTES 912828RM4 600,000.00 MERRILL 100.95 OTO 10/31/2011 1.000% 10/31/2016 US TREASURY NOTES 912828RXO 995,000.00 MERRILL 100.57 om 01/03/2012 o.875% 12/31/2016 US TREASURY NOTES 912828SC5 50,000.00 MORGANST 100.55 DTO 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828SCS 250,000.00 CITIGRP 100.55 OTO 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828MK3 740,000.00 CITIGRP 105.52 om 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES 912828SC5 1,100,000.00 CITIGRP 100.55 DTO 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828SM3 1,300,000.00 HSBC 100.71 om 03/31/2012 1.ooo% 03/31/2017 US TREASURY NOTES 912828SY7 500,000.00 CITIGRP 99.58 om 05/31/2012 0.625% 05/31/2017 US TREASURY NOTES 912828TG5 5,000.00 MORGANST 99.02 DTO 07/31/2012 0.500% 07/31/2017 US TREASURY NOTES 912828TG5 475,000.00 MORGANST 99.02 OTD 07/31/2012 0 .500% 07/31/2017 §~-:--~ ~ PF~f i\sst~t Management LLC Market Value 101,195.30 951,235.82 981,300.48 330,386.72 592,642.19 611,296.80 958,391.02 605,718.60 1,000 ,674.49 50,273.45 251.367.25 780,873.16 1,106,015.90 1.309,241.70 497,890.50 4,951.17 470,361.15 Unreal G/L On Cost (1.425.79) (14,210.28) (4,837.02) 734.77 (4,689.84) (2,086.01) (14,797.26) (422.03) 971.56 (17.57) 712.95 [9,828.40) 3,781.52 6,296.39 1.093.62 27.54 2,504.70 For the Month Ending October 31, 2014 Unreal G/L Effective Duration YTM Amort Cost Duration to Worst at Mkt 130.38 0.75 0.75 0.15 1.496.91 0.75 0.75 0.15 766.15 1.15 1.15 0.22 635.10 1.41 1.41 0.29 1,385.17 1.55 1.55 0.37 434.32 1.72 1.72 0.42 96.61 1.87 1.87 0.51 606.67 1.98 1.98 0.52 2,127.36 2.14 2.14 0.61 52.69 2.22 2.22 0.63 751.95 2.22 2.22 0.63 3,116.15 2.17 2.17 0.65 4,005.61 2.22 2.22 0.63 6,887.97 2.38 2.38 0.70 661.48 2.55 2.55 0.79 21.19 2.72 2.72 0.86 1,770.60 2.72 2.72 0.86 Page 8 m >< :r 0: ..... )> "'0 Q) (Q CD 01 N 0 _, (J) ....... Managed Account Fair Market Value & Analytics • ft ~ CITY OF'SAN JUAN CAPISTRANO ·-X>00<0100 Security Type/Description Dated Date/Coupon/Maturity CUSIP Par Broker Security Type Sub-Total 10,440,000.00 Federal Agency Bond I Note FFCB NOTES 3133EANJ3 300,000.00 NEW ACCT DTD 05/01/2012 0.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL 313383V81 1,000,000.00 N0~1URA NOTES DTD 08/09/2013 0.375% 08/28/20 15 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 NEW ACCT DTD 12/26/20 12 0.420% 10/15/2015 FHLB (EX-CALLABLE) GLOBAL NOTES 3130AOGKO 1,000,000.00 HSBC DTD 12/30/2013 0.375% 12/30/2015 FEDERAL HOME LOAN BANK GLOBAL 3130AOSD3 245,000.00 WELLSFAR NOTES DTD 01/24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 400,000.00 CITIGRP DTD 02(15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 445,000.00 NOMURA DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 500,000.00 WELLSFAR DTD 02/15/2013 0.500% 03/30/2016 FHLMC NOTES 3137EACT4 240,000.00 MERRILL DTD 04/08/2011 2.500% 05 /27/2016 FHLMC NOTES 3137EACT4 950,000.00 MERRILL DTD 04/08/2011 2.500% 05/27/2016 FHLB NOTES 3130A2T97 500,000.00 MERRILL DTD 08/07/2014 0.500% 09 /28/2016 FHLB NOTES 3130A2T97 620,000.00 MORGANST DTD 08/07/2014 0.500% 09/28/2016 FNMA NOTES 3135GOJA2 2,050,000.00 TD SEC U DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1U5 700,000.00 MERRJLL DTD 04/28/2014 1.625% 04/28/2017 FREDDIE MAC GLOBAL NOTES 3137EADJ5 1,000,000.00 JPMCHASE DTD 06/25/2012 1.000% 07/28/2017 ~ :::: i_>{~ \~ ==== ~ PFM Asset .Management LLC Next Call Market Date Price 100.17 100.17 100.20 100.14 100.11 100.18 100.18 100.18 103.20 103.20 99.80 99.80 100.82 04/28/15 100.69 100.17 Market Value 10,603,81S.70 300,504.90 1,001.685.00 1.002.0 15.00 1,001,414.00 245.277.34 400,728.00 445.809.90 500,910.00 2.47,685.28 980.420.90 499,005.50 618,766.82 2,066,879.70 704,811.80 1,001,723.00 Unreal G/L On Cost (36,191.15) 504.90 2,175.00 2,015.00 2,014.00 118.09 2.460.00 (378.25) 105.00 (402.72) (13,877.60) 390.50 161.82 7,080.70 (3,035.20) 1.023.00 For the Month Ending October 31, 2014 Unreal G/ L Effective Duration YTM Amort Cost Duration to Worst at Mkt 24,946.31 1.88 1.88 0.52 504.90 0.50 0.50 0.16 1,877.90 0.82 0.82 0.17 2,015.00 0.95 0.95 0.21 1,767.10 1.16 1.16 0.25 130.02 1.30 1.30 0.29 1,670.36 1.41 1.41 0.37 (369.00) 1.41 1.41 0.37 156.66 1.41 1.41 0.37 28.21 1.53 1.53 0.45 (315.29) 1.53 1.53 0.45 323.69 1.90 1.90 0.60 11.06 1.90 1.90 0.60 7,654.76 2.45 2.45 0.79 948.88 0.61 0.49 1.34 1.072.65 2.69 2.69 0.94 Page 9 m >< ::r 5!. -)> -o Q) (Q CD U1 VJ 0 -(J) "'W!!-Managed Account Fair Market Value & Analytics -----CITY OF SAN JUAN CAPISTRAN@ -XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity Federal Agency Bond I Note FNMA NOTES OTD 08/25/2014 1.000% 09/27/2017 Security Type Sub-Total Corporate Note PROCTER & GAMBLE CO CORP NOTES DTD 11/25/2003 4.850% 12/15/2015 CATERPILLAR FINANCIAL SE DTD 04/01/2011 2.650% 04/01/2016 IBM CORP GLOBAL NOTES (EX-CALLABLE) DTD 05/07/2013 0.450% 05/06/2016 JPMORGAN CHASE & CO GLOBAL NOTES DTD 06/29/2011 3.150% 07/05/2016 GENERAL ELEC CAP CORP DTD 07/12/2013 1.500% 07/12/2016 WELLS FARGO & COMPANY DTD 07/29/2013 1.250% 07/20/2016 BERKSHIRE HATHAWAY INC GLOBAL NOTES DTD 08/15/2011 2.200% 08/15/2016 TOYOTA MTR CRED NOTES DTD 09/15/20112.000% 09ll 5/2016 Security Type Sub-Total Certificate of Deposit GOLDMAN SACHS BANK USA DTD 02/08/2012 1.050% 02/09/2015 DISCOVER BANK DTD 09/26/2012 1.050% 09/28/2015 GE CAPITAL BANK DTD 05/03/2013 0.700% 05/03/2016 CUSIP Par Broker 3135GOZLO 515,000.00 MORGANST 11,465,000.00 74271BBZ1 720,000.00 RBC CAP 14912L4S7 760,000.00 MERRILL 459200HL8 805,000.00 BNP PAR! 46625HJA9 760,000.00 STIFEL 36962G6Z2 790,000.00 WELLSFAR 94974BFL9 800,000.00 WELLSFAR 084670BB3 770,000.00 WELLSFAR 89233P5E2 760,000.00 BARCLAYS 6,165,000.00 38143AJLO 250,000.00 NEW ACCT 254671GN4 250,000.00 NEW ACCT 36160JPD4 250,000.00 NEW ACCT Next Call Market Date Price 99.93 104.72 102.74 99.85 103.43 101.28 100.68 102.65 102.18 100.16 100.53 99 .77 Market Value 514,654.95 11,532,292.09 753,994.80 780,849.08 803,794.11 786,097.64 800,102.52 805.409.60 790,432.72 776,594.60 6,297,275.07 250,393.50 251.319.25 249.437.25 --" .;::::ff!;=:--. ::=i""L·\: = . ~ ~ PFl\1 Asset Management LLC Unreal G/L On Cost 1,493.50 1,847.74 (35,233.20) (9,824.52) 7,914.76 (8,558.36) 6,942.52 6,073.60 (5,277.58) (7,664.60) ( 45,627 .38) 393.50 1,319.25 (562.75) For the Month Ending October 31, 2014 Unreal G/L Effective Duration YTM Amort Cost Duration to Worst at Mkt 1,387.00 2.85 2.85 1.02 18,863.90 1.65 1.64 0.57 250 .62 1.08 1.08 0.62 4,065 .04 1.39 1.39 0 .70 3,928.67 1.50 1.50 0.55 5,632.36 1.62 1.62 1.08 8,227.65 1.67 1.67 0.74 5,804.40 1.69 1.69 0.85 4,892.78 1.75 1.75 0.70 (1,202.81) 1.84 1.84 0.82 31,598.71 1.57 1.57 0.76 393.50 0.28 0 .28 0.72 1,319.25 0.91 0.91 0.46 (562.75) 1.50 1.50 0.84 Page 10 m X ~ 0" ::::+ )> "U OJ co CD 01 ~ 0 -(J) == .:=PF).. ~ Managed Account Fair Market Value & Analytics ---CITY OF SAN JUAN CAPISTRANO->006<0100 ...; .... Security Type/Description Dated Date/Coupon/Maturity CUSIP Par Broker Certificate of Deposit CIT BANK (CALLABLE) 17284CEH3 250,000.00 NEW ACCT DTD 05/15/2013 1.000 % 05/15/2017 US BANK NA CINCINNATI (CALLABLE) CD 90333VPF1 745 ,000.00 US BANK DTD 09/11/2014 1.375% 09/11L20 17 Security Type Sub-Total 1,745,000.00 Managed Account Sub-Total 29,81S,OOO.OO Securities Sub-Total $29,815,000.00 Accrued Interest Total Investments Next Call Market Date Price 11/15/14 99.98 08/11/1 7 99.30 Market Value 249,940.50 739,818.53 1,740,909.03 30,174,291.89 $30,174,291.89 $96,351.52 $30,270,643.41 -" .:::;=:..... .-p::''\• §'·"··· ~ P F ~f Asg et J\1an a g ement LLC Unreal G/l On Cost (59 .50) (3,982.02) (2,891.52) (82,862.31) ($82,862.31) For the Month Ending October 31, 2014 Unreal G/ L Effective Amort Cost Duration (59.50) 2.53 (4,037 .84) 2.84 (2,947.34) 1.96 72,461.58 1.73 $72,461.58 1.73 Duration YTM to Worst at Mkt 2.53 0.98 2.84 1.60 1.96 1.11 1.73 0.62 1.73 0.62% Page 11 Managed Account Security Transactions & Interest For the Month Ending October 31, 2014 ---CITY OF SAN JLJAN CAPISTRAN0 -XXXX0100 Transaction Type Principal Accrued Realized G/L Realized G/L 10/24/14 10/27/14 FANNIE MAE GLOBAL NOTES 3l35GOVAB 445,000.00 (446.188.15) (166.88) (446,355.03) DTO 02/15/2.013 O.SOO% 03/30/2016 Transaction Type Sub-Total 445,000.00 ( 446,188.15) (166.88) (446,355.03) INTEREST 10/01/14 10/01/14 CATERPILLAR FINANCIAL SE 14912L4S7 760,000.00 0.00 10,070.00 10,070.00 DTD 04(01(2011 2.650% 04/01/2016 10/15/14 10/15/14 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 0.00 2,100.00 2,100.00 DTD 12/26/2012 0.420% 10/15/2015 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02587DEU8 200 ,000 .00 0.00 1.403.84 1,403.84 DTD 10/20/20111.400% 10/20/2014 10/24/14 10/24/14 INDEPENDENCE BK OWENSBOR 45340KCL1 250,000.00 0.00 626.71 626.71 DTD 10/24/2012 0.500% 10/24/2014 10/27/14 10/27/14 FNMA NOTES 3135GOJA2 2,050,000.00 0.00 11 ,531.25 11,531.25 DTD 03(01/2012 1.125% 04/27/2017 10/28/14 10/28/14 FHLB GLOBAL NOTE (CALLABLE) 3130A1LJ5 700,000.00 0.0 0 5,687.50 5,687.50 DTD 04/28/2014 1.625% 04/28/2017 10/31/14 10/31/14 US TREASURY NOTES 912828RM4 600,000.00 0.00 3,000.00 3,000.00 DTD 10/31/2011 1.000% 10/31/2016 Transaction Type Sub-Total 5,560,000.00 0.00 34,419.30 34,419.30 MATURITY m 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02587DELJ8 200.000.00 200.000 .00 0.00 2.00,000.00 (2.420.00) 0.00 X DTD 10(2.0/20111.400% 10/20/2014 :r 10/24{14 10/2.4/14 INDEPENDENCE BK OWENSBOR 45340KCL1 250,000 .00 250,000.00 0.00 2.50,000.00 o.oa 0.00 0" DTD 10/24/2012 0.500% 10/24/20 14 ;::::;: )> Transaction Type Sub-Total 450,000.00 450,000.00 0.00 450,000.00 (2,420.00) o.oo \J Q) Managed Account Sub-Total 3,811.85 34,252.42 38,064.27 (2,420.00) o.oo (Q (I) 01 Total Security Transactions $3,811.85 $34,252.42 $38,064.27 ($2,420.00) $0.00 01 0 -(J) ....... ~ Page 12 =:PF :\t ~ ~ PFM Asset Management LLC Im portant Discl os.ures This statement is for general information purposes only and is not intended to provide specific advice or recommendations . PFM Asset Management LLC ("PFM") is an investment advisor registered with the Securities and Exchange Commission, and is required to maintain a written disclosure statement of our background and business experience. If you would like to receive a copy of our current disclosure statement, please contact Service Operations at the address below. Proxy Voting PFM does not normally receive proxies to vote on behalf of its clients. However, it does on occasion receive consent requests . In the event a consent request is received the portfolio manager contacts the client and then proceeds according to their instructions. PFM's Proxy Voting Policy is available upon request by contacting Service Operations at the address below. Questions About an Account PFM's monthly statement is intended to detail our investment advisory activily as well as the activity of any accounts held by clients in pools that are managed by PFM . The custodian bank maintains the control of assets and executes (i .e., settles) all investment transactions . The custodian statement is the official record of security and cash holdings and transactions . PFM recognizes that clients may use these reports to facilitate record keeping and that the custodian bank slatement and the PFM stalement should be reconciled and differences resolved. Many custodians use a settlement date basis which may result in the need to reconcile due to a timing difference . Account Control P FM does not have the authority to withdraw funds from or deposit funds to the custodian. Our clients retain responsibility for their internal accounting policies; implementing and enforcing internal controls and generating ledger entries or otherwise recording transactions . Market Value Generally, PFM 's market pr ices are derived from closing bid prices as of the last business day of the month as supplied by Interactive Data, Bloomberg or Telerate. Where prices are not available from generally recognized sources the securities are priced using a yield-based matrix system to arrive at an estimated market value ~ Prices that fall ~ between data points are interpolated. Non-negotiable FDIC-insured bank ~ certificates of deposit are priced at par. Although PFM believes the prices 0: to be reliable, the values of the securities do not always represent the ;:::;.: prices at which the securities could have been bought or sold. Explanation )> of the valuation methods for money market and TERM funds is contained in the appropriate fund information statement. "Jr Amortized Cost The original cost of the principal of the security is (Q adjusted for the amount of the periodic reduction of any discount or ('[) premium from the purchase dale until the date of the report. Discount or 01 premium with respect to short term securities (those with less than one 0> year to maturity at time of issuance) is amortized on a straightline basis 0 Such discount or premium with respect to longer term securities is -amortized using the constant yield basis. 0> ....... Importa nt Disclosures Tax Reporting Cost data and realized gains /losses are provided for informational purposes only. Please review for accuracy and consult your tax ad visor to determine the tax consequences of your security transactions . PFM does not report such information to the IRS or other taxing authorities and is not responsible for the accuracy of such information that may be required to be reported to federal, state or other taxing authorities Financial Situation In order to better serve you, PFM should be promptly notified of any material change in your investment objective or financial situation . Callable Securities Securities subject to redemption prior to maturity may be redeemed in whole or in part before maturity, which could affect the yield represented . Portfolio The securities in this portfolio, including shares of mutual funds, are not guaranteed or otherwise protected by PFM, the FDIC (except for certain non-negotiable certificates of deposit) or any government agency. Investment in securities involves risks, including the possible loss of the amount invested . Rating Information provided for ratings is based upon a good faith in quiry of selected sources , but its accuracy and completeness cannot be guaranteed, Shares of some money market and TERM funds are marketed through representatives of PFM's wholly owned subsidiary, PFM Fund Distributors, Inc. PFM Fund Distributors, Inc. is registered w ith the SEC as a broker/dealer and is a member of the Financial Industry Regulatory Authority ('FINRA') and the Municipal Securities Rulemaking Board ("MSRB"). You may reach the FINRA by calling the FINRA Regulator Public Disclosure Hotline at 1-888-289-9999 or at the FINRA Regulation Internet website address www.nasd.com . A brochure describing the FINRA Regulation Public Disclosure Program is also available from the FINRA upon request, Key Terms and Definitions Dividends on money market funds consist of interest earned, plus any discount ratably amortized to the date of maturity , plus all realized gains and losses on the sale of securities prior to maturity, less ratable amortization of any premium and all accrued expenses to the fund Dividends are accrued daily and may be paid either monthly or quarterly. The monthly earnings on this statement represent the estimated dividend accrued for the month for any program that distributes earnings on a quarterly basis. There is no guarantee that the estimated amount will be paid on the actual distribution date. Current Yield is the net change, exclusive of cap ital changes and income other than investment income, in the value of a hypothetical fund account with a balance of one share over the seven-day base period including the sta tement date, expressed as a percentage of the value of one share (normally $1 ,00 per share) at the beginning of the seven-day period. This resulting net change in account value is then annualized by multiplying it by 365 and dividing the result by 7. The yields quoted should not be considered a representation of the yield of the fund in the future, since the yield is not fixed, Account Statement For the Month Ending October 31, 2014 Average matun'ty represents the average maturity of all securities and investments of a portfolio, determined by multiplying the par or principal value of each security or investment by its maturity (day s or years), summing the products, and dividing the sum by the total principal value of the portfolio. The stated maturity date of mortgage backed or callable securities are used in this statement. However lhe actual maturity of these securities could vary depending on the level or prepayments on the underlying mortgages or whether a callable security has or is still able to be called. Monthly distribution yield represents the net change in the value of one share (normally $1 ,00 per share) resulting from all dividends declared during the month by a fund expressed as a percentage of the value of one share at the beginning of the month. This resulting net change is then annualized by multiplying it by 365 and dividing it by the number of calendar days in the month. YTM at Cost The yield to maturity at cost is the expected rate of return, based on the original cost, the annual interest receipts, maturity value and the time period from purchase dale to maturity, stated as a percentage, on an annualized basis . YTM at Markel The yield to maturity at market is the rate of return, based on the current market value , the annual interest receipts, maturity value and the time period remaining until maturity, stated as a percentage, on an annualized basis. Managed Account A portfolio of investments managed discretely by PFM according to the client's specific investment policy and requirements. The investments are directly owned by the client and held by the client's custodian, Unseltled Trade A trade which has been executed however the final consummation of the security transaction and payment has not yet taken place. Please review the detail pages of this statement carefully, If you think your stalement is wrong, missing account information, or if you need more information about a transaction , please contact PFM within 60 days of receipt~ If you have ather concerns or questions regarding your account you should contact a member of your client management team or PFM Service Operations at lhe address below. PFM Asset Management LLC Attn: Service Operations One Keystone Plaza , Suite 300 N. Front & Market Sts Harrisburg, PA 17101 m X ;;:!. 0'" ;:+ )> ""U tl) <0 (1) 01 ~ 0 -+1 (j) ->. City of San Juan Capistrano Portfolio Summary Report Format: By Totals Group By: Security Sector Portfolio/Report Group: Successor Agency of the SJC CRA As of 10/31/2014 Face Description CUSIP/Tic ker Amount/Shares Certificate Of Deposit 1,000,000.00 Local Government 1,120,533.57 Investment Pool US Agency 2,000,000.00 Cost Value Book Value Market Value 1,000,000.00 1,000,000.00 1,000,202.25 1,120,533.57 1,120,533.57 1,120,533.57 1,999,250.00 1,999,766.34 2,000,549.00 Total I Average 4,120,533.57 4,119,783.57 4,120,299.91 4,121,284.82 YTM@ Accrued Days To 0/o of Cost Interest Maturity Portfolio ------------ 0.463 126.71 250 24.27 -- 0.261 0.00 1 27.20 ----- 0.201 1,250.41 134 48.53 = 0.281 1,377.12 126 100 m X :T CT ;::+ )> 'lJ Q) (0 ct> (J'J co 0 -0') _, City of San Juan Capistrano Monthly Change in Portfolio Report Format: By Transaction Group By: Security Sector Portfolio/Report Group: successor Agency of the SJC CRA Begin Date: 9/30/2014, End Date: 10/31/2014 Settlement Description CUSIP /Ticker Date CERTIFICATE OF DEPOSIT BBCN Bank 0.5 073296AZ8 11/18/2013 8/18/2015 Farmers & Merchants Bank CD 7265 0.15 6/25/2014 12/24/2014 Independence Bank 1.05 CD528059049 6/21/2013 6/21/2016 Sub Total/ Average Certificate Of Deposit ------LOCAL GOVERNMENT INVESTMENT POOL Beginning Cost Value 250,000.00 500,000.00 250,000.00 1,000,000.00 Buy Sell Ending Cost Principal Principal Value -------- 0.00 0.00 250,000.00 0.00 0.00 500,000.00 0 .00 0.00 250,000.00 --- o.oo 0.00 1,000,000.00 LAIF LGIP LAIFCRA 3/31/2009 1,118,593.71 1,939.86 0.00 1,120,533.57 --- Sub Total/ Average Ending MV 250,202.25 500,000.00 250,000.00 1,000,202.25 1,120,533.57 Local Government 1,118,593.71 1,939.86 o.oo 1,120,533.57 1,120,533.57 Investment Pool US AGENCY FFCB 0.22 3133EDBE1 7/9/2015 12/20/20 13 999,500.00 0.00 0.00 999,500.00 1,000,525.00 FHLB 0.125 11/18/2014 3130AOC81 11/19/2013 999,750.00 0.00 0.00 999,750.00 1,000,024.00 Sub Total/ Average 1,999,250.00 0.00 o.oo 1,999,250.00 2,000,549.00 US Agency Total/ Average 4,117,843.71 1,939.86 0.00 4,119,783.57 4,121,284.82 Interest Earned During Ending Credit Credit Period-YTM @ Rating Rating Maturity Interest/Dividends MV Cost 1 2 Date ------ 102.74 106.16 0.500 NR NR 8/18/2015 61 .64 63.69 0.150 NR NR 12/24/2014 215 .85 223.04 1.050 NR NR 6/21/2016 ------- 380.23 392.89 0.463 1,939.86 1,939.86 0 .261 NR NR N/A --- 1,939.86 1,939.86 0.261 0.00 189.44 0.252 Moodys-S&P-AA+ Aaa 7/9/2015 0.00 107.64 0.150 ~~~dys-S&P-AA+ 11/18/2014 --------- 0.00 297.08 0.201 === 2,320.09 2,629.83 0.281 Ending Days To Maturity 291 54 599 250 1 251 18 134 126 m X ::T 0" ;:::t: )> ""0 !l> (Q CD (.J1 (0 0 -(J) ...... City of San Juan Capistrano Portfolio Summary Report Format: By Totals Group By: Security Sector Portfolio/Report Group: San Juan Capistrano Housing Authority As of 10/31/2014 Face Description CUSIP/Ticker Amount/Shares Cost Value Certificate Of Deposit 575,000.00 575,000.00 Local Government 1,126,101.34 1,126,101.34 Investment Pool us Agency 925,000.00 924,856.25 US Treasury 1,SOO,OOO.OO 1,500,747.50 Book Value Market Value 575,000.00 575,022.28 1,126,101.34 1,126,101.34 924,883.88 924,525.28 1,500,621.37 1,501,132.94 Total I Average 4,126,101.34 4,126,705.09 4,126,606.59 4,126,781.84 YTM@ Accrued Days To 0/o of Cost Interest Maturity Portfolio 0.604 1S7.87 366 13.93 0.261 0.00 1 27.29 0.228 401.31 361 22.41 0.244 578.65 446 36.37 0.295 1,137.83 294 100 City of San Juan capistrano Monthly Change in Portfolio Report Format: By Transaction Group By: Security Sector Portfolio/Report Group: San Juan Capistrano Housing Authority Begin Date: 9/30/2014, End Date: 10/31/2014 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period~ YTM@ Rating Rating Maturity Days To Description CUSIP /Ticker Date Cost Value Principal Principal Value Ending MV Interest/Dividends MV Cost 1 2 Date Maturity -------- CERTIFICATE OF DEPOSIT Farmers and Merchants Bank CD16646806 9/18/2014 250,000.00 0.00 0.00 250,000.00 250,000.00 51.37 53.08 0.250 None None 9/18/2015 322 0.25 9/18/2015 GE Capital Bank 36160JYL6 0.55 4/13/2015 10/11/2013 75,000.00 0.00 0.00 75,000.00 75,022.28 206.82 35.04 0.550 NR NR 4/13/2015 164 Independence Bank 0.9 CD526841368 10/6/2014 0.00 125,000.00 0.00 125,000.00 125,000.00 0.00 77.05 0.900 None None 10/6/2015 340 10/6/2015 Independence Bank 1.05 CD528450287 6/21/2013 125,000.00 0.00 0.00 125,000.00 125,000.00 107.92 111.52 1.050 NR NR 6/21/2016 599 6/21/2016 ------------- Sub Total/ Average 450,000.00 125,000.00 0.00 575,000.00 575,022.28 366.11 276.69 0.604 366 Certificate Of Deposit -LOCAL GOVERNMENT INVESTMENT POOL Local Agency Investment LA! FHA 6/19/2013 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 293.57 293.57 0.261 NR NR N/A 1 Fund LG!P ----------------- Sub Total/ Average Local 1,125,807.77 293.57 0 .00 1,126,101.34 1,126,101.34 293.57 293.57 0 .261 1 Government Investment Pool m ---------------------------- X US AGENCY ::r FFCB 0.21 0.210 S&P-AA+ ~:dys-0" 11/27/2015-14 3133EDM82 6/26/2014 150,000.00 0.00 0.00 150,000.00 149,923.95 0.00 27.13 11/27/2015 392 ;:::;: )> FHLB 0.125 3130A2SJ6 8/27/2014 624,856.25 0.00 0.00 624,856.25 624,696.88 0.00 67.27 0.150 S&P·AA+ Moodys-7/30/2015 272 7/30/2015 Aaa -o o. 570 Moodys-Q) FHLB 0.57 3130A2AD8 7/16/2014 150,000.00 0.00 0.00 150,000.00 149,904.45 0.00 71 .25 S&P·AA+ 9/30/2016 700 (Q 9/30/2016-14 Aaa CD ----------------- (J) Sub Total/ Average 924,856.25 0.00 0.00 924,856.25 924,525.28 0.00 165.65 0.228 361 0 US Agency 0 ...... -· (J) US TREASURY ...... m X =r 0" ;:::;: )> "'U Q) (.Q CD (J) ....>. 0 -(J) ....>. Description T-Note 0 .25 10/15/2015 T-Note 0.25 4/15/2016 T-Note 0.375 1/31/2016 Sub Total/Average US Treasury Total/ Average Settlement CUSIP /Ticker Date 912828TT7 8/27/2014 912828UW8 8/27/2014 912828841 8/27/2014 Beginning Buy Sell Ending Cost Cost Value Principal ~ Value Ending MV 500,625.00 0.00 0.00 500,625.00 500,508.00 499,185.00 0 .00 0.00 499,185.00 499,648.44 500,937.50 0.00 0.00 500,937.50 500,976.50 1,500,747.50 0.00 0 .00 1,500,747.50 1,501,132.94 4,001,411.52 125,293.57 0 .00 4,126,705.09 4,126,781.84 Interest Earned During Ending Credit Credit Ending Period-YTM@ Rating Rating Maturity Days To Interest/Dividends MV Cost 1 2 Date ~ -------------625.00 106.18 0.140 S&P-AAA Moodys-10/15/2015 349 Aaa 625.00 106.18 0.350 S&P-AAA Moodys-Aaa 4/15/2016 532 0.00 157.95 0.243 S&P-AAA Moodys-Aaa 1/31/2016 457 ------------- 1,250.00 370.31 0.244 446 ------ 1,909.68 1,106.22 0.295 294 City of San Juan Capistrano Finance Department Response to RFP BANKING AND RELATED SERVICES #3 -lockbox Services Submission Date: 2.20.2015 Submitted By: RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 Ph: 562.696.4843 www.rtlawrence.com February 20, 2015 Ms. Michelle Bannigan Assistant Finance Director Cover Letter City of San Juan Capistrano Finance Department 32400 Paseo Adelanto San Juan Capistrano, CA 92675-3603 Dear Ms. Bannigan, The following is in response to your Request for Proposal for Banking and Related Services, specifically for Service #3 -Lockbox Services, and is submitted for consideration by: RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 Contact: Mrs. Sheila Andres Phone: 562-696-4843 ext. 102 Email: Sheila.Andres@rtlawrence.com Statement of interest and declaration of qualifications: RT Lawrence Corporation (RTL) is interested in continuing the service contract with the City of San Juan Capistrano (SJC) as outlined in the RFP for Lockbox Services. We are confirming receipt of all addenda, specifically Addendum No. 1 dated 01/28/2015 and Addendum No. 2 dated 01/29/2015, issued as part of this RFP and that our response/proposal to RFP is valid for 180 days from 02/20/2015, RFP response/proposal due date. We fully understand your requirements, including all of the terms and conditions presented in your RFP and corresponding addenda, and we have NO exceptions to your RFP stated objectives. Our lockbox services, which incorporates full image-based processing, including web-based image review capabilities that put "control" back in your hands and internet image search and retrieval, is an excellent fit for your current and future payment processing needs. Some of the salient points or aspects and benefits of our proposed service solution is as follows: 1) As a software developer and a systems integrator company, RTL is highly qualified and experienced in providing payment-processing services to utilities and government agencies. Our services are unique and that our system is totally image-based, thus providing SJC the "look and feel and benefits" of having the system at the City, except that RTL will be providing the equipment and labor at our processing center. 2) SJC is a current RTLockbox client. Therefore, we are very familiar and experienced with SJC's payment transactions and types, payment volumes and processing requirements. There is no new operation setup or implementation process needed as we can continue 7740 Painter A1>enue, Suite 100, Whittier, Ca l(fornia 90602 -t• tel: 56Z/696-4843 fax: 866/330-3495 WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 2 of 43 Cover Letter with existing lockbox operations for SJC with no ramp-up delay or processing "learning curve" to deal with. 3) We also are very experienced with and currently interface with SJC's utility billing software, Advanced Utility Systems. 4) The design and structure of our image-based lockbox services allows us to offer unique web access to extreme "exception" items for the City's immediate review and decision as opposed to the alternative of mailing items back to the City for handling causing a delay in their process, posting and deposit to the bank. We offer the ability to easily search, retrieve images and data of payment documents via the Internet as a standard part of our service offering. This allows immediate visibility of your payments and processing control over items that require more in-depth research that can only be accomplished with access to the City's utility management system . 5) We have the ability to image capture all letters and correspondence sent by customers and to merge them with the payment stub and check documents they came with for easy image search and retrieval. 6) We currently provide same-day deposit and comply with SJC's daily transmission cutoff time with no problem. 7) We have provided pricing for our lockbox services. Our fee schedule of services covers all costs associated to our lockbox. 8) Our lockbox transaction fees are the same regardless of whether the payments balance or not. 9) We are the developer of RTLFiRST, which is the remittance processing system we use for our lockbox operations. That means we have full control over the system and the advantage to quickly add features to adapt to client's specific requirements, if needed. RTLFiRST is also designed on the concept of "No Programming Required." We can easily and quickly facilitate changes or enhancements to SJC's existing operations as needed without long-drawn out delays. 10) The RTLockbox operations support Check 21 electronic deposit processing. We truly appreciate your interest in RT Lawrence Corporation and are proud to have SJC as part of our family of existing customers. Thank you for considering our proposal of services, and we hope to continue our service relationship with the City of San Juan Capistrano. Sincerely Sheila Andres Director-Sales 7740 Painter Avenue, Suite 100 , Whittiel~ Cal~fornia 90602 -t• tel: 562/696-4843 fax: 866/330-3495 WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 3 of 43 Section A Table of Contents SECTION DESCRIPTION Cover Letter A Table of Contents B Organization & General Information 1 Line-for-Line Response to RFP Section B 2 About RTL 3 Lockbox Contact List C References D Lockbox Receipt Processing 1 Line-for-Line Response to RFP Section D 2 RTLockbox Services Description Document E Security Measure and Disaster Recovery Plan 1 Security 2 Disaster Recovery F Implementation Plan G Lockbox Services Bid Form 1 Exhibit B -Lockbox Services Bid Form (In Separate MS Excel File) 2 RTLockbox Services Proposal H Service Enhancement and Industry Best Practices 1 Line-for-Line Response to RFP Section H Appendices A Financial Capacity B Disclosure C Personal Services Agreement EXHIBIT B-Page 4 of 43 Section B Organization and General Information 5. SERVICE #3-LOCKBOX SERVICE b. Proposal to include the following tabs: • Tab A-Table of Contents • Tab B -Organization and General Information. Please provide the following information in this section: ~ General overview of the firm's and lockbox services unit, including location of office, processing center and hour of operation. Please refer t o the "About RTL" document found in Section B: Organization and Genera! Informat ion response to RFP. ~ Provide the names of individuals who will be working on the proposed services and their areas of responsibility. Include their specific experience relatives to the request for proposal requirements and their contact numbers and e-mail addresses. Please refer t o the "Lockbox Contact List" document found in Section B: Organization and General Information response to the RFP ~ Describe your firm's approach to keep your product line competitive and develop new services. As the developers of RTLFiRST, the system we use for our !ockbox service processing, new feature en ha ncements ar e conti n uous ly being added to the system. These features and our product development li st come from existing customer feedback which helps in the ongoing deve lopment of the applica tion and maintaining its competitive advantage to our comparable systems. As these new sy stem enhancements and features are incorporated into RTLFiRST, their capabilities are readily made available t o ou r lockbox clien t s for their ut ilization, if n eeded and benefits. One example is that of our ILP , Intelligent List Processing module which offers new an d enh anced capabiliti es for our wholesale clients and their operations. Additi onal ly, we are always strategically looking f or new and improved ways of doing t hings with a constant focus on being a single-source for all your payment processing needs. The result of the faithfu l effort has produced viable service s and funct ionalities such as Disaster Protection Services, Remote Verification Services and automated file upload and download capa bil ities, all of which are cu rrently availab le. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 5 of 43 Section B Organization and General Information Company Profile Company Ownership: Corporate Office Location: (Processing Center) Hours of Operations: Size of Firm: ABOUT RTL RT Lawrence Corporation Founded March 15 \ 1992 Incorporated in the state of CA on February 8th, 1995 7740 Painter Avenue Suite 100 Whittier, CA 90602 Phone: (562) 696-4843 FAX: (866) 330-3495 Web-Site: www.rtlawrenc e.com Monday through Friday 8:00 am to 5:00 pm PST /local time zone RT Lawrence is a company of sixty-five employees, management and staff. All members of the company are specialized in the business delineated in your RFP ---Lockbox Services and related functions such as ACH/Check 21, remittance processing solutions, remote office systems, internet payments and credit card processing represent 100% of our company focus . Our business is an image-based payment processing solutions and services, the software development and systems integration of, and most importantly, customer service. RTL develops and supports all of the products and services proposed within. We are not dependant on any other software developers for the enrichment and support of our solutions, nor are we dependent on subcontractors or outside firms for the management and day-to-day activities of our lockbox service operations. The company has grown at a positive rate over the past years. RTL does business across the entire United States and Canada, of which a significant number of our clients are utilities, insurance companies, non-profit organizations and public sector government agencies. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT 8-Page 6 of 43 Section B Organization and General Information History/Qualifications/Financial Solvency RT Lawrence Corporation has been in the technology business providing leading edge automated solutions for over 20 years. We have been providing image-based solutions from day one and started out in the general imaging industry. Within the past twenty years, RTL shifted its focus to the financial industry, which has become a major cornerstone of our business. Our main business goal has been to be a single source solution provider for all of our Client's payment processing needs, which include in-house remittance processing systems, backend imaging archival solutions, lockbox services, ACH/Check 21 check conversion services, credit card payment processing services, phone and internet payment solutions, and over-the- counter systems. RT Lawrence Corporation is a privately held corporation headed by a management group consisting of a CEO, CFO, and Corporate Secretary. The organization consists of three distinct business units: 1) remittance solutions and software development, 2) lockbox and outsourced payment processing services, and 3) E-Payments, which consists of electronic check and credit card processing services. All of our corporate staff, within their specific roles and functions, are positioned to support our company's strategic focus in system development and end-user support and client services. We are very much a "do-it-yourself" type of organization and do not use independent contractors for the implementation of our systems or services. Financially, annual gross sales have reflected solid profitability over the years, and RTL has never, in its entire existence, been a party to any litigation. RTL has an excess of 160+ clients across the United States and Canada. Approximately 100 of which are utilities and public sector or city and county government agencies . We have 10 out of our total utility and municipal utility client-base that outsources to our lockbox. 85 of our existing remittance clients have implemented Check 21 electronic deposit and a number of them have availed of our credit card processing services. The RTLockbox Business Unit not only specializes in lockbox services, but Disaster Protection and Remote Verification Services as well. For our lockbox services, we are fully equipped with high-speed transports, mail extraction machines, mail pickup services, and payment processing staff with a solid strategy for expansion and growth as payment processing volumes increase. Our lockbox operation is the catalyst for our disaster protection and remote verification services. These services are rendered by our existing RTLFiRST remittance clients for their DR (disaster recovery) or additional data capture needs. RTL has full control, ownership, and direct management of our lockbox operations. We do not use subcontractors or third party firms for our services. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 7 of 43 Section B Organization and General Information Our experience and expertise in technology won us the exclusive opportunity to be among the few vendors involved in the ACH pilot with NACHA for electronic check conversion, thus awarding us the clout of being one of the first true ACH processors in the industry. Our ATMS Network and ACH Solution Suite, with its unique ACH transaction management and reporting capabilities, is one of the most comprehensive in the market. Our E-payment services extend to include Check 21 Image Exchange capabilities. With our strategic efforts to stay in the fore- front, we were one of the first to facilitate ICL deposits with our clients' banks. Our Check 21 module is embedded with the fundamental features that offer productive and efficient ICL deposit processing, inclusive of automated return file handling. The financial institutions, which we process ACH/Check 21 transactions through, are JP Morgan Chase, Bank of America, Union Bank of California, Wells Fargo, and Bank of the West to name a few. Credit card payment processing services is also another offering provided by our E-Payment Business unit. PayChannel is our credit card gateway that is Visa and MasterCard as well as PCI DSS level 1 certified. We have the ability to process credit card transactions from various originating sources, such as mail, web, phone, over-the-counter, and re-occurring. We are leaders in integration of remittance technology, over-the-counter systems, image archival, and internet-based applications and have provided seamless solutions that meet our clients' specific business and automation needs. Our lockbox customers benefit from our experience and understanding of payment processing requirements across vertical markets. They also gain from the features and capabilities available within our RTLFiRST remittance system and FiRSTView imaging archival solution, which are the systems we use for our lockbox operations. In addition, we offer ACH electronic check deposit, Check 21 Image-Exchange capabilities and credit card payment clearing services, so there is no need for you to have to deal with multiple vendors for all of your payment processing needs. RTL is a single-source solution provider. Our success rests on our customer service and the flexibility of our feature-rich applications. Our achievements can be exemplified in our customer satisfied client base largely consisting of companies and organizations within the government, insurance, utility, newspaper, non-profit, banking and financial industry. The ability to understand business operational needs and our in-depth knowledge of technology has warranted invitations to speak in various organizations for Insurance, Treasurer/Tax Collectors, Finance Officials, City Clerks, Student Business Officials, and Executive Management. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 8 of 43 Section B Organization and General Information Company Experience Our experience has provided RTL with an unequaled proficiency in system implementation, primarily based on the "no-programming required" structure of the system. We are able to pre-load, test and set up your "operation(s)" quickly and easily. Upload files are also specified and tested prior to live production. We can bring an "operation up and running" in a matter of weeks ready for "go live" production from date of contract signing. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 9 of 43 Section B Organization and General Information RTLOCKBOX CONTACT LIST Project and account management staff for the City of San Juan Capistrano lockbox operation : Project Management • Virgilio Santos Project & Process Improvement Manager Has over 10 yrs experience in payment industry. Responsibilities include: project management, business analysis, problem resolution, communications liaison with client and project staff, process improvement facilitator and coordinator, operation configuration and testing, quality assurance. Phone: Fax: Email: Work Hours: 562-696-4843 ext. 116 866-330-3495 virgilio .santos@rtlawrence.com 8 am to 5 pm Account Management • Karen Joy Javerto Customer Service Representative Has over 10 yrs experience in payment industry. Responsibilities include: customer service champion and client first point of contact for any customer service needs, communications liaison with client, end-user training, assisting with system and functional testing if required, ensuring that problems get resolved completely and in a timely manner, quality assurance. Phone: Fax: Email: Work Hours: 562-696-4843 ext. 105 866-330-3495 karenjoy.javerto@rtlawrence.com 8 am to 5 pm WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 10 of 43 Section B Organization and General Information • Anthony Olvido Lockbox Operations Manager Has over 20 yrs experience in the Financial and payment industry. Responsibilities include: business development, payment processing operations management, customer service, business analysis, problem resolution, system and functional testing, logistics and r esource planning, policy and procedure definition and enforcement, quality assurance. Phone: Fax : Email: Work Hours: • Sheila Andres 562-696-4843 ext. 115 866-330-3495 anthony.olvido@rtlaw r ence .co m 8 am to 5 pm Director of Sales & Account Executive Has over 20 yrs experience in the financial and payment processing industry. Responsibilities include: business development, marketing and sales management, customer service, business analysis, strategic planning, management of strategic business relationships/partnerships, high-level account executive and client point of contact for problem escalation, quality assurance. Phone: Fax: Email : Work Hours: 562-696-4843 ext. 102 866-330-3495 she il a.a ndres @rtJa wrence .co m 8 am to 5 pm The team members of this project have extensive experience with the lockbox services for the City of San Juan Capistrano and of the clients listed as references. They are assigned and available to support the current lockbox operations of the City and will not be removed or replaced without the prior written approval of the City. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 11 of 43 Azusa light & Water Section C References Profile: Utility Bill Payment Processing Lockbox Operation: PO Box setup, d aily mail pickup, image scanning and processing of payments, web ver ification and online exception review, physical deposit, daily provision of repo rts an d datafil e, online imag ing access No ofYrs as Client: 10.5 years (since 9/2004) Ms. Rachel Tapia -Operations Supervisor 729 N. Azusa Avenue Azusa, CA 91702 Phone: (626) 812-5162 Email: rtapia@ci.azusa.ca .us City of Antioch Profile : Utility Bill Payment Processing Lockbox Operation: PO Box setup, daily mail pickup, image scanning and processing of payments, web verification and online exception review, Check 21 electronic and physical deposit, daily provision of reports and datafile, online imaging access No of Yrs as Client: 3.5 years (since 7 /2011) Ms. Lisa Saunders-Finance Services Supervisor 200 H Street Antioch, CA 94509 Phone: (925) 779-6150 Email: lsaunders@ci.antioch .ca.us City of Santa Monica Profile : Utility Bill Payment Processing Lockbox Operation: PO Box setup, daily mail pickup , image scanning and processing of payments, web verification and online exception review , physical deposit, daily provision of reports and datafi le, online imaging access No of Yrs as Client: 5 years (since 1/2010) Mr. Ronald Mason-Utilities Billing Supervisor 1717 4th Street, Room 150 Santa Monica, CA 90401 Phone: (310) 458-8244 Email: ron.mason@smgov.net WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 12 of 43 Camrosa Water District Section C References Profile: Utility Bill Payment Processing Lockbox Operation: PO Box setup, daily mail pickup, image sc anning and processing of payments , web verification and online exception r eview, physical deposit, daily provision of r e ports and datafil e, online imaging access No of Yrs as Client: 11.5 years (since 10/2003) Ms. Stella Pimentel -Customer Accounts Supervisor 7385 Santa Rosa Road Camarillo , CA 93012 Phone: (805) 482-5942 Email: stellap@Camrosa.com Padre Dam Municipal Water District Profil e: Utility Bill Payment Processing Lockbox Operation: PO Box setup, daily mail pickup, image scanning and processing of payments, web verification and online exception r eview, Check 21 electronic and physical deposit, d ail y provision of reports and datafile, online imaging access No of Yrs as Client: 5 years (since 03/2010) Ms. Laura Evans-Customer Service Manager 9300 Fanita Parkway Santee, CA 92071 Phone: (619) 258-4728 Email: levans@padre.org Park Water Company Profile: Utility Bill Paymen t Processing Lockbox Operation: PO Box setup, daily mail pickup, image scanning and processing of p ayments, web verification and online exception review, physical deposit, daily provision of reports and datafile, online imaging access No of Yrs as Client: 5.5 years (since 09/2009) Ms. Elena Wilson -Customer Service lead 9750 Washburn Road Downey, CA 90241 Phone: (562) 923-0711 ext. 1533 I (562) 299-5128 Email: Mariar@parkwater.com WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 13 of 43 Section D Lockbox Receipt Processing • Tab D-Lockbox Receipt Processing. Please describe the following in this section: Please refer to the "RTLockbox Services Description Document" found in Section D: Lockbox Receipt Processing of our response to RFP for more information regarding our lockbox services. ~ Location of post office box Artesia, CA ~ Time and frequency of pickups from the post office box Payments are picked up daily first thing in the morning from the post office and delivered to our processing center. ~ Turn-around processing time Our service goal is to shoot for same-day deposit, which means payments are processed and deposited the same business day they are received. ~ Deposit frequency, deadlines and reconciliation Deposits are done o nc e a day. Our service goal is to shoot for same- day deposit, wh ich means payments are processed and deposited the same business day they are received. This does requi re that mail is received in the lockbox for processing first business morning no later than 9:00am PST. Same-day deposit commitments also depend on the client's payment volume. End-of-day deposit cutoff is around 5:00pm PST for physical deposit and betwee n 6:00-6:30pm PST for Check 21 electronic deposit. These cutoff times vary slightly between banks/financial institutions. );>-Ability to provide images of remittance documents and checks via web and/or CD Rom. Our lockbox processing operations support a highly automated and completely image-b ased processi ng environment. Some of our uniqu e serv ice offerings include our web-based verification feature as well as Internet-based image search and retrieval capabilities. With our web verification feature, we are able to present exception item s, their images and corresponding p ayment data, immediately via the web to your operators for their review and decision. In addition, part of ou r monthly !o ckbox service is to provide one mo nt h's worth of access to image documents online. The client can e lect to have images of payment documents available on the web longer than one month for an additional cost per month of storage and retrieval. As standard to the service, older images can be put on our secured https site for client WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT 8-Page 14 of 43 Section D Lockbox Receipt Processing download of up to 5 days prior to purging depending on image volume, or the client can elect to have us burn the older images onto CD/DVD and mailed back to them. Please note that we are also the developer of our own imaging archival system known as FiRSTView. This is the main imaging system used and accessed by our lockbox clients when they go online to search and retrieve their imaged payment documents. As an option, customers can elect to purchase a license or multiple licenses of our FiRSTView imaging sy stem. This will enable them to easily search and retrieve older payment documents burned onto CD/DVDs. ~ Acceptance criteria for payments Criteria for accepting payments are based on the client's r equirements. However, here are some of the common payment acceptance criteria implemented and utilized by our city/municipality/utility clients: • Payments balance • Single stub/single check that do not balance • Multiple stub/single check that do not balance • Che cks-only with account number -personal checks with account number on memo field ~ Method and time of delivery for returning original documents to the City Return items are usually mailed-back to the client per their request and processing requirements. Mail-backs are done either daily or weekly. A per-occurrence f ee is charged for each mailing . ~ Treatment of exception (non-standard) items and ability to process exception items separately We offer several options for processing of exception items. The most common and standard practice is to utilize our web verification function for exception item review and decision. The normal process flows as follows: Payment documents ar e scanned through our system and then "processed"; meaning check totals are automatically bal anced against stub totals, special processing logic is ran, if any , and hotfile p r ocessing is done, if required. Transactions that do not balance or require special attention are sent to operator review. We have existing "payment verification" staff to do this first f r ont-line review and processing of exception payments. WHERE TECHNOLOGY MEETS BUSlNESS EXHIBIT B-Page 15 of 43 Section D Lockbox Receipt Processing For those spe cial instances that require client operator revi ew, research and decision (i.e. check-only p ayment with no ac count number on it), these payments are made available via the web. Please note that part of our lockbox services is to define those conditions in which except ion payments need to be presented via the web to client operators for their research and decision. When our verification operators come ac ro ss those conditions. they will flag the payment for "web verification" and an email notification will be sent to the designated client staff letting th em know that there are items waiting for their review on the Internet. Any modifications or corre ctions mad e by your designated o perator(s ) to transactio ns posted on the web will be applied. lf a payment trans ac tion is accepted by your operator, it w ill proceed for ban k deposit. If a payment is rejected, t he tran saction will be reje cted from your lockbox operation and will be prepped for mailback. Please note that the visibility and processing control that our web verification feature p r ovides is critical to ensuring that these types of payments get processed accurately and in a timely manner. Review of exceptions is more immediate. Our serv ice s allow full access to payment details with its corresponding images vi a the web. There is no delay in deposit of these payments , because of exception item mai!back procedures. There is no ris k of these payments getting pro ces sed incorrectly, thus avo i di ng a who!e lot of labor in error corre ct ion process. We can also support the t ra d itiona l process of sending excep tion s back t o the client. However, depending on the type of exception s, this may not be the most viable appro ac h. We are also open to consider and capable of su pporting alte rnative methods based on your exception handling needs. Our lo ckbox operations also provides the ability to scan and process le tters or correspondence and merge the payment documents keeping t he integrity of the transaction f rom mail opening to processing al l the way to image archival. );;> Ability to handle payments containing multiple remittance advices We have the ability to handle multiple stub/single check an d WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 16 of 43 Section D Lockbox Receipt Processing multiple stub/multiple check transactions. This is standard to our lockbox service offering. Technical specifications of transmission of data to the City The transmission protocols we offer for sending of reports and/or datafile are email and/or download from our secured https site. Error tolerance of lockbox personnel and subcontractors RTL does not use subcontractors or third party firms for our services. Services are provided directly by RTL internallockbox staff. Our key performance measure or quality standard is 10 errors within 100,000 payments or tran saction s processed in our lockbox. The errors can be a combination of any one of the following: 1) Data Entry Error 2) Missed Deposits 3} Report & Datafile Transmission 4) Daily Activity Timeliness (i.e., mail pickup, mailbacks, etc.) 5) Customer Inquiry Responsiveness (which means that all customer service calls, requests or inquiries must be responded to and addressed immediately and as quickly as possible) )> Bonding requirements of lockbox personnel and subcontractors RTL does not use subcontractors or third party firms for our services. Services are provided directly by RTL internal fockbox staff. In lieu of bonding, we have crime insurance and errors & omissions policy for our lockbox operations. )> Procedures to handle inquiry, research and adjustments and turn-around time if established A specific customer service r ep resenta tive will be assigned to th e City's account. It is the responsibility of the customer service representative to address and ensure the complete resolution of any client problem(s) and, most importantly, to communicate with the client. It is also their responsibility to assist with any research, planning and coordination activities associated to efforts at problem resolution. We require that our customer service representatives solve problem(s) within 24 hours, if possible and depending on the type and complexity of th e issue. If i n the event the problem is not fixed within 24 hours, then it is escalated to the appropriate staff for immediate resolution. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT 8 -Page 17 of 43 RT lawrence Corporation Where technology meets payments Section D Lockbox Receipt Processing Revis i on 4.0 RT lawrence Corporation sote~@rtl owrenca .c om 7740 Pflin l er Avenue. Suile 100 www .r1fowrence.<"..om Whll ier. CA 9{)602 Phone: 562.69&;4843 Copyright (C) 2014 by RT Law rence Corporation. All rights resNved EXHIBIT B-Page 18 of 43 RT Lawrence Corporation Where technology meets payments LockBox Overview & Description ABOUT RTL RT Lawrence Corporation has been in the technology business providing leading edge automated solutions since 1992. We specialize in image-based payment processing solutions and services, the software development and systems integration of, and most importantly, customer service. RTL is comprised of three distinct business units: 1) Remittance Systems 2) Lockbox Services 3) E-Payments Our main business goal has been to be a single source solution provider for all of our Client's payment processing needs, which include in-house remittance processing systems, backend imaging archival solutions, lockbox services, ACH/Check 21 check conversion services, credit card payment processing services, phone and internet payment solutions, and over-the-counter systems. RTL develops and supports all of the products and services we offer. We are not dependant on any other software developers for the enrichment and support of our solutions, nor are we dependent on subcontractors or outside firms for the management and day-to-day activities of our lockbox service and E-payment operations. Developer RTL is the developer of our flagship remittance processing software, RTLFiRST, which is utilized by over 160+ customers across the US and Canada and across various industries (i.e. utilities, insurance companies, City government, County offices, newspaper companies, non-profit organizations, etc.). The same system we develop is the same system we use for our lockbox operations. We have full control over our system, to add new features and processing enhancements, while other organizations use third party systems. Any need for additional capabilities or program adjustments, they are at the mercy of the third party vendor. The system we use for our lockbox, RTLFiRST, is one of the key differentiating factors of our services. Its flexibility, modularity, design based on "NO PROGRAMMING" required, feature-richness, use of technology (i.e. imaging, CAR/LAR-ability to read check amounts, etc.) enables us to provide a custom operation to meet each client's specific payment processing needs without a whole lot of programming. Being a highly technological organization, the use of automation allows us to efficiently and accurately process payments without a lot of overhead, thus translating to lower processing fees. RT Lawrence COfp()(ollon sa!es@rt!awrence.com 774,0 _Poin ter J1li~'Y1'1 Bfil BJ-Paete"1 '~~~.com Wh11t1e r. CA 9060~ l"hone;'5<'!.!.696A8 43 RT Lawrence Corporation Where technology meets payments LockBox Overview & Description LOCKBOX SERVICES Our RTLockbox services is a full -serv i ce operation that supports everything from daily mail pickup, payment scanning and imaging, online except i on payment processing, bank deposit to provision of daily reports and datafile. We maintain a highly automated and completely image-based processing environment. The following briefly depicts the overall flow and inherent processing capabilities of our lockbox processing operations. Mailroom Operation The RTLockbox payment processing cycle begins with mail pickup or delivery to our Payment Processing Center. Part of our standard services includes mail pickup at the local post office to our lockbox facility. We also support the delivery of mailed-in payments to our facility, if such requirement is necessitated by the client. Mailroom operators utilize high -speed mail extractor machines to open mail. The envelope contents are removed and grouped together based on transaction type (i .e. single/single, multiples, payments with correspondence, checks-only, stub-only payments, etc.). Payment Processing Operation Our lockbox operation utilizes an efficient Two-Pass image-based system and supports the processing of retail, wholesale and wholetail type of payment transact ions. Wholesale and wholetail type of transactions would include payments with letters or correspondence, statement-based stubs with multiple accounts listed, etc. Retail payments are scanned using high-speed transports . Wholesale and wholetail payments are scanned through our wholesale processing system. Images are taken of the payment documents and automated data capture of account and payment information from stub scanline, if available, and check MICR line is performed. Please note that letters or correspondence scanned will be "married" with the stub and/or check payment documents. This allows for all the documents in an envelope to be electronically grouped or kept together and maintains the "integrity" of the entire payment transaction as it proceeds through our payment processing channels and phases. This capability has a huge impact and benefit when it comes to customer service as the image retrieval of the transaction will disp lay all of the payment documents, stub and/or check and correspondence. As payment batches are scanned, they then queue for "processing." Our remittance processing system has a processor function with embedded CAR/LAR {Courtesy Amount Recognition and Legal Amount Recognition) engine, which has the ability to read check amounts. The Processor will do automatic payment balancing and validation of payment groups as well as run any automated special processing rules required by the customer and that was implemented i n their l ockbox operation . RT Lawrenc e Corpora ti on soles@rtlowrenc e .corn 774b.Poin ter JP~HIBfl'f SJ-Pa<:re vQflPn~~.com Whittie r. C A 90602 f'hone:s62.696.4 84 3 RT Lawrence Corporation Where technology meets payments LockBox Overview & Description Customer Control and Payment Verification In the event the system finds an unbalanced payment (e.g. check amount does not balance stub due amount), it has the ability to electronically suspend or put this item on hold for our data entry or verification operators to review via an image based process. Our verification staff performs the "front-line" review, correction and validation of any exception payments . If an operator comes across a transaction that meets a certain payment exception condition (e .g. check-only payment without any account information, multiple stub/multiple check transaction that does not balance, etc.), as defined and specified by the client, they can flag that transaction for presentment on the web for client operator review and decision. What sets RTL apart from a traditional lockbox service provider is that we are able to extend control to our clients through our web-based verification feature, which gives them the ability to make decisions on extreme exception payments via the Internet from the comforts of their own office. These exception items can include payments such as a check-only where there is no account information on the check, thus requiring additional research against the client's host billing system in order to process and apply the payment to the right account. There is no way a third party organization could possibly process this payment correctly to the right account unless they had access to the client's main system to do the necessary research . The visibility and processing control that this feature alone provides you is critical to ensuring that these types of payments get processed accurately and in a timely manner. Review of exceptions is more immediate. Our services allow full access to payment details with its corresponding images via the web. There is no delay in deposit of these payments, because of exception item mail-back procedures. There is no risk of these payments getting processed incorrectly, thus avoiding a whole lot of labor in error correction process. Deposit After payments have been verified by RTLockbox operators and/or by client staff, they are ready for deposit. RTL offers several options and methods to deposit your funds: 1. Traditional Bank Deposit 2. Check 21-lmage Cash Letter Deposit If client opts to have their payments traditionally deposited, they are run through the high-speed transports for encoding/endorsing. If client opts to electronically deposit their payments, an electronic file is submitted to the bank at end of business day for clearing. We adhere to a strict "same-day" deposit rule, which means payments are deposited on the same business day they are received. In regards to Check 21 electronic deposit, please note that any ineligible items, such as checks with "bad" or "non-conforming" image quality, which cannot be ICL deposited, can and/or will be prepared for physical deposit. RT Lowrence C(l(poralion soles i:rlfawrence.com 7740 Poi!'11e r ~HI BF~ BJ-PaC'Je "2~on~~.com Whittier. CA 9060~ 'Phone: 56~.696.48~3 RT Lawrence Corporation Where techno logy meets payments LockBox Overview & Description Reports & Datafile Part of the end-of-day process includes the creation and transmission of three management reports (e .g. deposit and transaction) in PDF file format along with a datafile, if required, for automatic posting. Reports and datafile can either be emailed and/or downloaded from a secured https site. Imaging & Archival All completed payment batches are automatically archived and made available for imaging search and retrieval via the web. As a standard service offering, we will host the latest one month's worth of payment images on the Internet for image search and retrieval. The option to host images on the Internet for longer than one month is available for an additional cost per month. Older images can be put on our https site for client download of up to 5 days prior to purging. This is without charge and also part of our standard lockbox services . As an alternative option, the client can elect to have us burn the older images onto CD/DVD and mailed back to them. Please note that we are also the developer of our own imaging archival system known as FiRSTView. This is the main imaging system used and accessed by our lockbox clients when they go online to search and retrieve their imaged payment documents. As an option, customers can elect to purchase a license or multiple licenses of our FiRSTView imaging system . This will enable them to easily search and retrieve older payment documents burned onto CDs . Additional Capabilities As the developers of RTLFiRST, the system we use for our lockbox service processing, new feature enhancements are continuously being added to the system. These features and our product development list comes from existing customer feedback, which helps in the ongoing development of the application and maintaining its competitive advantage to other comparable systems. As these new system enhancements/features are incorporated into RTLFiRST, their capabilities are readily made available to our lockbox Clients for their utilization, if needed, and benefit . One example of an enhanced capability and service offering is our SmartFind and SmartFix features for the handling of third-party online bill checks, which are troublesome payments and extremely labor intensive to process . SUMMARY RTL specializes in payment processing solutions and services. With our complete suite of products and service offerings along with our years of experience in the financial payment industry, we have the expertise and flexibility to configure a comprehensive total payment processing solution/service that will best meet your client's specific requirements. We can "customize" a solution without the high-dollar price and be a single- source for all your payment processing needs. RT Lowrence COIPoro1fotl so tes<ii'rt towrence.com 774 0 Poinler·IP'tX1 H IIB ¥~ BJ-Pac:re vQ~o~4a .co m Whl11ier. CA 9060~ f'hone: 56~.696.4843 RT lawrence Corporation Where technology meets payments RTlockbox Services Processing Flow Diagram Payments are mailed to a Client- Specific PO Box that can be setup to receive mail daily. Account Information readily available for your review and access on the Internet during processing cycle Mail is picked up from your assigned PO Box or received daily via alternative delivery means . -- -.... ~ •• -·---y -"" -·--~ ----~-·-...... --/ 1 Access & VERIFY exception payments On- Line Immediately Accept or reject payments easily with a click of a button. \, ______ -----------------' Payments are deposited the same business day allowing you quicker access to your funds. Payments can be deposited electronically via Check 21 for quicker funds availability Batches are archived for online access to payment images. j Payments are delivered to RTL's Payment Processing Center. Remittances are sorted and batched by payment type. Payments are scanned through high-speed transports for image capture and processing. First-Line review of exception payments are completed by lockbox staff. Upon completion of processing, reports and/or data files are generated and transmitted. *Thi > is a sa m pie diagram of the process ing flow. Daily processing flow may vary per client. RT Lawrence Cmporatlon so!esgrt lowrence.com 7740 Pointer Avenue, SU!t e 100 www .dlowrence .com Whittier. CA ~~I BIT B _ Pag~~58f6~843 Section E Security Measure and Disaster Recovery Plan SECURITY We have an information security policy that exemplifies our commitment to information security, specifically in securing and protecting from unauthorized access, use, alteration or destruction client personal and payment data, processing and business applications, computer systems and networks. We have policies and procedures that address physical security, system security, data security, security awareness, operational procedures, change management, and HR. Some of our efforts at securing data are as follows: 1) Our lockbox operations run on its own separate network domain from the RTL corporate network, therefore further limiting and controlling access to servers and workstations. 2) The lockbox domain manages and authenticates user logins and access to our network and lockbox applicable systems. 3) We have a network firewall in place, virus scan, central logging, intrusion detection and vulnerability scans. 4) Data is secured in password protected databases and servers that are housed in a separate area/room from lockbox processing operations limiting direct access by only authorized and appropriate staff. 5) Background checks are performed on all lockbox staff prior to commencement of any job/position within the lockbox business unit and compliance by staff to all security policies is required and enforced. Some of the physical security measures we have in place are as follows: Our lockbox facility is fully equipped with several cameras and safes to ensure and maintain the integrity of our customer accounts. Only authorized lockbox staff and visitors are allowed into our payment processing center. Visitors are required to fill out the visitor log when entering and exiting the lockbox premises and they must be accompanied at all times by authorized lockbox personnel when in our lockbox facility. Visitors are not allowed to be left unattended when in any area of our payment processing operations. Lockbox facility entry and exit points are always kept locked and secured. All of our staff and prospective employees must undergo certain level of validation checks in addition to a stringent interviewing process before hired. Previous employers/references are contacted to validate integrity, thoroughness, and efficiency of employees. All staff must complete a background check prior to commencement of any job. We require that a background check permission form and security authorization form, which gives permission for WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 24 of 43 Section E Security Measure and Disaster Recovery Plan RTL to search their person and personal belongings any time as deemed necessary, be filled out by every employee. Each task or function of our client's lockbox operation must be completed by different staff. Policies and procedures for each task in our day-to-day operations are documented and distributed to appropriate personnel. All phases of our lockbox operations are monitored for quality and timeliness along with staff performances. Cash payments are always processed by two operators, who log every cash transaction per client. Envelopes with cash are opened on a designated desk for cash handling that has a camera vertically directed at the operators and desk for security purposes. Cash is double counted, placed in a sealed deposit bag along with a copy of a cash log, and stored in a locked safe until deposit prep. We also have a security awareness program that facilitates our policy for security awareness, its requirements and procedures. It addresses the distribution, acknowledgement and compliance of our security policies to all applicable parties. It also provides for security awareness training once a year or as deemed necessary. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 25 of 43 Section E Security Measure and Disaster Recovery Plan DISASTER RECOVERY RTL has a disaster protection plan that delineates the processes for disaster recovery once a disaster has been confirmed. It includes, but is not limited to, damage assessment, personnel and/or staff resource availability, communication, relocation of operations if necessary, system and/or data recovery procedures. The plan is tested annually. In addition, we have redundancy plans setup in our lockbox operations for backup and contingency purposes. Our lockbox facility is equipped with multiple transports/scanners all of which act as a backup to each other in case a scanner became inoperable. Client operation settings are duplicated on multiple workstations. Our servers are mirrored and have hot- swappable drives, so that if one hard drive died, we can easily swap it with another working drive and our server is back in operation. Data is backed up daily. We also have "backup servers" acting as "fail-over" in case of system failure. We have duplicate servers in an offsite/data center location for contingency and disaster recovery purposes. We also keep a copy of all system source codes, critical business applications, and operation settings on a designated server stored at an off-site facility. Contingency procedures are also in place to address such failures as the web server going down and we are unable to transmit reports and/or datafiles . These procedures affect alternative backup means of getting the reports and/or datafiles to our clients, for example. Please also note that we are the developer of the RTLFiRST remittance processing application, which we use for our lockbox operations and that is used by over 140 customers throughout the US. Due to its design and flexibility, any one of our remittance clients can potentially be a backup processing site to our lockbox operations. We can easily copy settings of operations to a site with RTLFiRST running and begin to continue our processing. We also have the ability to increase the number of licenses of the system {e.g. verification licenses, etc.) to accommodate the processing volume and need. We also have partnerships with NCR and OPEX along with other scanner manufacturers, who have disaster recovery productions incorporated into their manufacturing operations. For example, they produce a few units with "standard" configurations designated for quick roll-out and delivery in the event a Client experiences an emergency and disaster recovery situation. If this approach was taken, we would have ordered the necessary number of units to handle the totallockbox payment volume. One operation at a time will be recovered from backup until full production is attained . Implementation and recovery procedures would have immediately and simultaneously turned into affect with equipment delivery, so once the hardware is delivered, it will facilitate a quick ramp-up. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 26 of 43 Section F Implementation Plan As the current lockbox service provider for the City of San Juan Capistrano, if awarded the contract, we w i ll proceed and continue with business as usual providing the existing lockbox services. There will be no implementation process needed. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 27 of 43 Section G EXHIBIT B City of San Juan Capistrano • Lockbox Services Bid Form (Mark Items Clearly if "No" Proposal or Contracted to Third Party") Ite m Un it P rice Estimate d Month ly Monthly Cost Exp lana tio n Vo lum e rro cesslng Monthly Lockbox Fee (Includes: Daily mail pickup from Monthly Maintenance $35.00 1 $35.00 client PO Box in Artesia, datafile transmission, reports, web-based exception handling, 1-mo online imaging storage, online download of older payment images) For single stub and single check payment that came in an envelope and the stub has a scanline, the cost to Processed Item $0.12 3450 $414.00 process the entire transaction is $0.12. Single stub and single check "Matched" and Unmatched payments are priced the same. For a "multiple" payments, which has two stubs and three checks that came in an envelope and the stubs Multiple Payment Surcharge $0.28 300 $84.00 have a scan line, the cost to process the entire transaction is $0.28. Multiples "Matched" and "Unmatched" payments are priced the same Checks-Only $0 l') :: :~ ~-~ :1 $.B9.JS Deposit Inc 0 $0.00 Included as part of the lockbox service fees Surcharge to process cash payments under dual control and write a replacement check according to standard processing procedures. RTL transaction- based charges are per document type. We use virtual Cash Payment Received $0.30 0 $0.00 checks to process any cash payment received in an envelope. Unit price is based on payment transaction of single coupon with scan line ($0.08/doc and cash/virtual ch e ck ($0.22/check)=$0.30. Please note that matched and unmatched payments are priced the same . ~dditl onal P rocessing . ~ . - Mailing of items to clients is a per-occurrence charge. The fees per mailing includes a $2.50 per-occurrence Manual/Express Mail $3.48 17 $59.16 charge+ postage= total rough estimate per mailing $3.48 (($2 .50 + $0.98=$3.48). We assume a daily mail- back process with 17 days in a month. Sorting of payments is inherent to our lockbox operations. However, if the City had specific sorting requirements, this would fall under "special client Sort handling requests" of our per-occurrence charges wherein we charge $25/hr for how long it takes to complete such per-occurrence work, such as photocopying of documents, cutting of stubs, sorting mail based on postmark date on envelope, etc. We consider this a stub-only transaction. We have the Stub Only Item $0.15 21 $3.15 ability to scan and process stub-only transactions just like any other payment type based on client requirements. With our image-based services, we do not believe that photocopy services will be needed, however if so, this would fall under "special client handling requests" of Photocopy our per-occurrence charges wherein we charge $25/hr for how long it takes to complete such per-occurrence work, such as photocopying of documents, cutting of stubs, etc. EXHIBIT B-Page 28 of 43 c:lu tllne, Exception R!tvle"w Outline Exceptions Monthly Inc $0.00 Included as part of the base monthly lockbox service fee Outline Exceptions Item Inc $0.00 Outline Exceptions User Inc $0.00 Included as part of the base monthly lock box service fee lm lfge Q!l l \Ve!Y S erylc~ ' Image Monthly Maintenance Inc $0.00 Included as part of the base monthly lockbox service fee Image Web Item Inc $0.00 Included as part of the lockbox service fees We understand this to be scanning and image capture of letters and/or correspondence. We have the ability to scan letters and/or correspondence received with a Image Full-Page Item $0 .15 10 $1.50 payment. Images can easily be retrieved online together with their corresponding payment docs for review eliminating the need for mailing of hard copy Items to client. This is for a CD/DVD of older payment images burned Image CD-ROM $12.50 1 $12.50 per calendar month block. Unit price is calculated as follows: $10.00 per CD/DVD of images+ $2.50 per- occurrence charge Image CD Rom Item Inc $0.00 Included as part of Image CD/DVD, if Client elects for CD/DVD of images Reporti ng Transmissions Inc $0.00 Included as part of the base monthly lockbox service fee Cost for custom report depends on the complexity. If a Custom Report Monthly specific custom report is needed, we usually can easily provide it without charge. Otl"l er ' We are able to accommodate most client change requests without any additional charge, such as changes in scan line format, data capture fields, datafile layout, etc . For more complex change Lock box Changes requirements and/or addition of other payment types for processing, for example, a scope of work and requirements definition analysis will need to be performed and pricing will be based on that assessment . Package Prepa ration NA $0 .00 Already covered as part of mailback items and charges US Mail per item NA $0 .00 Already covered as part of mai lback items and charges Research Request Inc $0.00 Included as part of the lock box service fees Client-Exclusive "Caller Services" P.O . Box so lely for Annua l P .0. Box Renta l $1,496.00 12 124.67 the City San Juan Capist rano payments at the Artesia post office near our processing center; the yearly cost for PO Box is $1,496/yr. 'nltl ai ·Foeji Lockbox Setup Fee NA NA Not applicable Image Setup Fe e NA NA Not applicable Coorier'Fep This is the dail y bank deposit trip fee or per- occurrence charge to take the physical deposit to a Daily Courier Service $22.00 20 $440.00 local bank branch daily . This fee may change if the City decides to turn-on electronic Check 2 1 deposi t services. Third Party Courier Service NA NA Not app lica ble EXHIBIT B-Page 29 of 4 3 Photocopy Per Item Photocopy Charge Other Fee!!_ OPTIONAL -Electronic Check 21 Dei)osit Check. 21 Account Setup Fee Check 21 Transaction Fee Bank Deposit Trip Fee with Check .21 Electronic Deposit Addi!lonallmaging Options Mdlllonal Month of Online Imaging Storage & Access (Optional} $1,20 0.00 $!] 01 !;5 00 525/mo per noa!Cth 5720 $57.2.0 8 540 oo $25 00 With our Image-based services, we do not believe that photocopy services will be needed, however If so, this would fall under "special client handling requests" of our per-occurrence charges wherein we charge $25/hr for how long it takes to complete such per-occurrence work, such as photocopying of documents, cutting of stubs, etc. Ttli Is a one-thne fee to setup Check 21 depo.sit servtces TIH> iee is for Cher.k 21 el!,ctronic deposit & the ~O"V ·r$ion of p~per checks to the requwed Check 21 or x9.37 iniag{-~ tash letter file formi1tJ inclusive of our Chcl~ 21 pr ocess!l 1g features such as image QUdl ity vahd Ltah, transmission fo r deposit, etc Due lo the type> of che<ks the City could receive as payment {i e . mnmy orders bu.>iness ch eck s), Check 21 is r "commP!ld~ over ACH electronic deposit. Monthly check volume is estim ate Th f" physic.:-ti check (j£?.posit trip fee is !"educed frorn -$2] per trip to $5 per trip with the <Jctiv:3tion of cJer1ronlt:: d'Jeck de-posit This is the per occurrence~ thaf"ijt' to tJke any non·eiig!b1e Check 21 checks w il locul bank branr.h for paper" d~pos it Fo r con se1 v;;tlvP- COJol estknnte purposes, v;e asSoume the need for ::i paper d<~nosit 2 ti:n~~ a W£':ek. For more detail information regarding our lockbox services and related fees, please refer to the "RTLockbox Service Proposal" found in Section G of our RFP response packet. EXHIBIT B-Page 30 of 43 u .R~ RT lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 *** INSTRUCTIONS AND EXAM P LE S TO HELP UNDERSTAND THE FOlLOW ING SECTION 1 AND HOW WE APPLY /CALCULATE TRA N SACTION CHARGES: *** Single Stub/Single Check Example: • Price Example: For single stub and single check payment that came in an envelope and the stub has a scanline, the cost to process the entire transaction is $0.12 [Cost of a) Payment Coupon with Scanline + h) Check Mailed with Payment Coupon = $0.08 + $0.04 = $0.12] • Single stub and single check "Matched" (stub due amount = check amount) and "Unmatched" (stub due amount does not equal check amount) payments are priced the same. Multiples Example: • Price Example: For a "multiple" payment, which has two stubs and three checks, that came in an envelope and the stubs have a scanline, the cost to process the entire transaction is $0.28 [Cost of a) Payment Coupon with Scanline x 2 + h) Check Mailed with Payment Coupon x 3 = ($0.08x2) + ($0.04x3) = $0.28] • Multiples "Matched" (total stub due amounts = total check amounts) and "Unmatched" (total stub due amounts does not equal total check amounts) payments are priced the same. Wholesale or Statement-Based Payment Example: • Price Example: For a payment, which has one letter-size statement/document listing 10 separate accounts and one check paying for all 10 accounts, that came in an envelope and the statement has no scanline, the cost to process the entire transaction is $2.30 [Cost of d) Non-Standard Payment Coupon without Scanline + f) Each Additional Line-Item Account on Non- Standard Payment Coupon x 9 + h) Check Mailed with Payment Coupon = $0.28 + ($0.22x9) + $0.04 = $2.30] EXHIBIT B-Page 31 of 43 Section 1. Transaction-Based Charges Minimum Total Monthly Transaction Charges a) Payment Coupon with Scanline > Retail size (check-like size) document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information b) Payment Coupon without Scanline > Retail size (check-like size) document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information c) Non-Standard Payment Coupon with Scanline > 1 page letter-size or like-size document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information d) Non-Standard Payment Coupon without Scanline > 1 page letter-size or like-size document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information e) Each Additional Payment on Coupon > Posting of additional payment to a separate account/fund -Creation of virtual stub(s) > Includes automatic or manual capture of up to 3 data fields of computer printed or written information f) Each Additional Line-Item Account on Non- Standard Payment Coupon > Posting of additional payment to a separate account/fund -Creation of virtual stub(s) > Includes automatic or manual capture of up to 3 data fields of computer printed or written information g) Letters or Correspondence Sent with Payment > 1 page letter-size or like-size document without any payment information requiring posting or data entry and only requiring image capture h) Check Mailed with Payment Coupon > Check(s) that accompany the payment coupon (Not the same as check-only payment) i) Check-Only Payment j) Virtual Check > Cash processing k) Stub-Only ** P l e a se see n otes on fo llowi ng p a ge. ** RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 Pricing $350 per month $0.08 per documenl $0.13 per documenl $0.22 per documenl $0.28 per documenl $0.22 per account $0.22 per account $0.15 per documenl $0.04 per check $0.15 per transactic $0.22 per check $0.15 per transactic EXHIBIT 8 -Page 32 of 43 Notes: • Transaction processing and pncmg is based on client specifications as defined in Section 7 of this service proposal. Changes to lockbox service specifications and processing requirements may affect the prices listed above. • If the items listed above does not meet all transaction processing needs, please contact your RTL sales representative for a more comprehensive price list. • All Payment types will be fully processed by our lockbox, NOT simply sent back to client for processing. • Matched and Unmatched Payments are priced the same. • Unknown items are scanned in and presented via secured internet, along with the images, for client's immediate, remote, resolution without the need for "send-back". EXHIBIT B -Page 33 of 43 Section 2. Monthly Fixed Price Charges Base Monthly Fee for Lockbox Services M n nth!y Serv k ~s I m Jude: • Daily Pickup of Mail -Includes daily pickup of mail from Client-specific PO Box in local Artesia, CA post office • Data File Transmission -Includes data transmission of one upload file via email and/or https download per day • Reporting -Three management reports in pdf file format are provided via email and/or https site download • Web-based Payment Verification of "Holds" - Web-based verification of unknown items by 3 of client's remittance staff • Imaging Storage and Retrieval via the Web - Hosting and storing of one month worth of images on our server and the ability for five of client's customer service representative to perform imaging search and retrieval of payment documents via the internet • Delivery of Older Images -For convenience, it is RTL's standard practice to put images of "older" payments per calendar month block onto our https site for a period of five days for client download onto their own server O ptional, but Reco m mended, Services NOT I ncl uded I n the M o nthly Fee: • Client-Exclusive PO Box - A Client-Exclusive "Caller Services" P.O. Box number. This service ensures early mail delivery dedicated to the City of San Juan Capistrano's utility payments only. > Sample client mailing address or return envelope address can be as follows: City of San Juan Capistrano Payment Processing Center P.O. Box 7000 Artesia, CA 90702-9999 Services NO T I nduded In the Monthly fee: • Courier fees to perform daily pick up of mail from Client site or Client-specific PO Box NOT located in local Artesia, CA post office • Courier fees or bank deposit trip fees to perform daily drop-off of encoded checks for deposit to local bank branch office (or equivalent service). Note: We encourage the use of Electronic Deposit, which eliminates courier and bank fees. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 Pricing $35 per month $1496 per year EXHIBIT 8-Page 34 of 43 Section 3. Section 4. E-Payment Services a) Check 21 Electronic Deposit Fees (Ple ase n ote t h at we also offer A CH pa ymen t process·ing of £-Checks from the We b,. Phone, Fro nt Cm.m ter 7 and auto -pay) 1) Bank Check 21 or Image Cash Letter Transaction Fee 2) Bank Return Items Fee 3) RTL Check 21 or Image Cash Letter Transaction Fee (In addition to Bank Check 21/!CL fees) 4) RTL Return Items Fee (Tn addition to Bank return itern fees) Check 1 1 Notes: • Check 21 fees eliminate current bank charges for processing encoded checks for deposit. • Check 21 approach will convert the check payment into an electronic transaction for deposit. • Check 21 subject to bank credit approval • Check 21 processing capabilities include complete stub-check transaction p r ocessing, in-line quality usability, duplicate check tracking, X9 .37 generation and sanitization, closed-loop returned item stub-check integrity retention, returned item arch ive retag, block database, reversal file to back-end host system, etc. One-Time Setup Charges a) New Lockbox Account Setup Fee N otes: • Setup includes one data file layout configuration service • Setup includes three standard reports b) New Check 21 Account Setup Fee forE-Payment Option N otes: • Includes RTL E-Payment startup services: RTL E- Payment file testing with bank, payment processing operation setup and remote end -user training, if applicable. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 Pricing TBD by Bank TBD by Bank $0.01 per trans $0.00 per occurrence Pricing Not Applicable $1,200 one-time fee EXHIBIT 8-Page 35 of 43 Section 5. Per-Occurrence Charges a) Mailing of Items to Client Notes: • We anticipate only a once-a-week mailing, unless otherwise noted or requested, since the daily transactions are performed in real time mode via the use of images. • Covers mailing of hard copy payment documents and CD of expired imaqes to Client. • Per-Occurrence charges cover cost of labor ($2.50/occurrence) and postage, if applicable. b) Additional Client Handling Requests Notes: • This covers additional per occurrence services required by the Client that is not part of our standard lockbox services as noted above (i.e. photo copying stubs and/or checks, cutting or modifying the stubs to a scanable size, etc.) c) RTL Bank Deposit Trip Fee Notes: • Charges to go to the local bank branch office (within a 6-mile radius to payment center) to deposit checks. Client can elect to have other courier services perform this task. If Client wishes for RTL to make the daily deposit and current bank does not provide for a local branch office within a 6-mile radius, Client can consider opening an interim deposit account with an alternative financial institution with local branch office to RTL payment processing center . .. Ba nk deposit per trip fees wil ! be r edu ced t o $5 pe r trip, if Clien t el ects to d o Ch eck 21 an d sign s on vvit h our E-Payment services. d) Daily Bank Deposit by Third Party Courier Service N otes: • Courier fees to perform daily deposit drop-off to local bank branch. e) Daily Mail Pickup Courier Fee Notes: • Courier fees to perform daily pick up of mail from Client site or Client-specific PO Box NOT located in local Artesia, CA post office RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 Pricing $2.50 per occurrence plus postage $25 per hour $22 per trip TBD TBD EXHIBIT 8 -Page 36 of 43 Section 6. OPTIONAL IMAGE ARCHIVAL ALTERNATIVES a) CD Delivery of Older Images -As an alternative option within the traditional means, RTL can burn images of payments older than one month along with their corresponding index data file onto COs for mailing back to the Client. The cost for mailing of the CD(s) fall under section 5 -Per Occurrence Charges of this proposal and is the cost of the CD(s), handling, and postage. b) Additional Imaging Storage and Retrieval on the Web -Optional longer storage of images available upon request for an extra $25/month for each additional month of extended online storage. c) Optional Imaging System -Client may want to consider the Optional purchase of our "in-house imaging research" software FiRSTView to enable the fast searching and retrieval of the "older" images from the CD. Please refer to the following for additional pricing information. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 Pricing $10 $25/mo per month Optional Additional I n -H ouse Imaging Resea n:h Sc.ft ware • Single-User in-house FiRSTView Imaging Research Software $3,250 $1,000 • Installation and Training Service • Annual Support of the Imaging Software N o t es : • The optional purchase of this product will enable the client to perform fast search and retrieval of "older" images returned to the client on COs. • We recommend a server for imaging. • PC hardware not included. $488 per year EXHIBIT B-Page 37 of 43 Section 7. Section 8. Proposal Notes Payment Terms Client Specific Requirements (The fa/lowing lists any tasks, special processing, conditions, etc. that we will comply with, provide or include in our /ockbo x setvices as part of the service proposal .) Client payment processing requirements and specifications are yet to be determined, finalized and is pending discussion. Lockbox service pricing may be affected by Client's special payment processing needs. Considerations • Pricing is valid for 180 days only. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 20-Feb-15 Pricing • Lockbox Services are billed monthly by RTL with Net 10 terms. EXHIBIT 8 -Page 38 of 43 Section H Service Enhancement and Industry Best Practices • Tab H -Service Enhancement and Industry Best Practices );> Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's lockbox services. Additional Capabilities for consideration: • SmartFind/SmartFix -SmartFind and SmartFix provides for efficient handling of notorious third--party online bill checks, which are troublesome payments and extremely labor intensive to p rocess . It co nsis t s of an online bill check library with automated data capture capabilities and cross-reference database. With the auto-creation of virtual stubs, these online bill checks are "normalized" for easy processing and it reduces exception payment handling. Please note that we have configured a database lookup function within SJC's current lockbox operation in lieu of our Smart Find/Smart Fix feature. • Hotfile -We have the ability to import into the Client lockbox operation a datafile of "delinquent" accounts for automated exception or reje ct payment p r ocessing . Please note that we have configured a database lookup function within SJC's current lockbox operation in lieu of the hotfile feature . • Letters/Correspondence -Our lockbox service s support a full imaged-based operation . We have the ability to scan and image capture all letters and correspo nd en ce-like type documents re ce ived in an envelope and "marry" them with the stub and/or check document(s) they came with. If requested by the client we can put these transactions on the web via our web verification feature for client operator rev iew and decision. Or with our standard w eb archival and imaging, the client has access to the images of these documents online and has the ability to print out hard copies of such, if necessary. The hard copy documents do not technically need to b e mailed back to the client, unless required, thus saving in mail back costs. • Check 21 -We offer Check 21 or ICL (Image Cash Letter) electronic deposit capabilities as an alternative to p h ysical check depos it. Since there are no limitations as to what can be deposited through th e Check 21 pipeline, it offers a more near-100% electronic d eposit approach over ACH. !t can facilitate faster crediting of funds and end-of-day bank deposit cutoff t i me i s also extended. Please note that the quality of the check image is critical to Check WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B -Page 39 of 43 Section H Service Enhancement and Industry Best Practices 21 deposit processing. Any bad or "non-conforming" images of checks found cannot be electronically deposited and are considered Check 21 ineligibles. Despite the fact that there may be some checks that cannot be electronically deposited via Check 21, the ineligibility rate in our experience is less than 1%. These items will be prepared for physical deposit to a local bank branch. Corresponding Check 21 reports will also be provided to help with the reconciliation process. );> What best practices have you identified in this industry space? We have the highest regard for service quality. To ensure the highest level of quality service, it requires what we believe to be best practices in various areas, including systems, security, policy and procedure. For the past 13 years of servicing the City of San Juan Capistrano's utility lockbox process, we have implemented the best practices in all areas to ensure the optimal processing of the City's utility payments. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 40 of 43 Section I Appendix A -Financial Capacity CONFIDENTIAL Enclosed are RT Lawrence Corporation's Financial Statements. These documents are considered Confidential and Proprietary. These documents must not be reproduced or distributed without the written or verbal consent of RT Lawrence Corporation. RTL has never been a party to any litigation and currently has no administrative proceedings, claims, lawsuits and such pending against it. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT 8-Page 41 of43 Section I Appendix B -Disclosure RT Lawrence Corporation is the current service provider for the City of San Juan Capistrano's utility billing lockbox services. That is the only business relationship we have with the City. RTL has never had, nor currently has any direct business or personal relationship with any San Juan Capistrano elected official, appointed official, City employee, or family member of any San Juan Capistrano elected official, appointed official or City employee. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B -Page 42 of 43 Section I Appendix C -Personal Services Agreement RT Lawrence Corporation has reviewed the City's sample Personal Services Agreement, Attachment 1 of the RFP, and have no exceptions to its form or its terms and conditions. We also comply with the City's insurance requirements as delineated in the sample Personal Services Agreement. WHERE TECHNOLOGY MEETS BUSINESS EXHIBIT B-Page 43 of 43 RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8 -May-15 * u INSTRU CTI ON S A ND EXAMP LE S TO HELP UNDERSTAND THE fOLlOWING SECTI ON 1 AN D HOW WE APPLY /CALCULATE TRANSACTION CHARGES : *** Si ngle Stub/Single Check Examp l e: • Price Example: For single stub and single check payment that came in an envelope and the stub has a scanline, the cost to process the entire transaction is $0.11 [Cost of a) Payment Coupon with Scanline + h) Check Mailed with Payment Coupon = $0.08 + $0.03 = $0.11] • Single stub and single check "Matched" (stub due amount = check amount) and "Unmatched" (stub due amount does not equal check amount) payments are priced the same. Multiples Example: • Price Example: For a "multiple" payment, which has two stubs and three checks, that came in an envelope and the stubs have a scanline, the cost to process the entire transaction is $0.25 [Cost of a) Payment Coupon with Scanline x 2 + h) Check Mailed with Payment Coupon x 3 = ($0.08x2) + ($0.03x3) = $0.25] • Multiples "Matched" (total stub due amounts = total check amounts) and "Unmatched" (total stub due amounts does not equal total check amounts) payments are priced the same. Whole sale or Statement-Based Payment Exa mple: • Price Example: For a payment, which has one letter-size statement/document listing 10 separate accounts and one check paying for all 10 accounts, that came in an envelope and the statement has no scanline, the cost to process the entire transaction is $1.22 [Cost of d) Non-Standard Payment Coupon without Scanline + f) Each Additional Line-Item Account on Non- Standard Payment Coupon x 9 + h) Check Mailed with Payment Coupon = $0.20 + ($0.11x9) + $0.03 = $1.22] Exhibit C Page 1 of 8 Section 1. Transaction-Based Charges Minimum Total Monthly Transacti on Charges a) Payment Coupon with Scanline > Retail size (check-like size) document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information b) Payment Coupon without Scanline > Retail size (check-like size) document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information c) Non-Standard Payment Coupon with Scanline > 1 page letter-size or like-size document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information d) Non-Standard Payment Coupon without Scanline > 1 page letter-size or like-size document > Includes automatic or manual capture of up to 3 data fields of computer printed or written information e) Each Additional Payment on Coupon > Posting of additional payment to a separate account/fund -Creation of virtual stub(s) > Includes automatic or manual capture of up to 3 data fields of computer printed or written information f) Each Additional Line-Item Account on Non- Standard Payment Coupon > Posting of additional payment to a separate account/fund -Creation of virtual stub(s) > Includes automatic or manual capture of up to 3 data fields of computer printed or written information g) Letters or Correspondence Sent with Payment > 1 page letter-size or like-size document without any payment information requiring posting or data entry and only requiring image capture h) Check Mailed with Payment Coupon > Check(s) that accompany the payment coupon (Not the same as check-only payment) i) Check-Only Payment j) Virtual Check > Cash processing k) Stub-Only ** Please see notes on f o llowing p age. ** RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Pricing $350 per month $0.08 per document $0.12 per document $0.16 per document $0.20 per document $0.11 peraccount $0.11 per account $0.10 per document $0.03 per check $0.11 per transaction $0.11 per check $0.11 per transaction Exhibit C Page 2 of 8 RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Notes: • Transaction processing and pricing is based on client specifications as defined in Section 7 of this service proposal. Changes to lockbox service specifications and processing requirements may affect the prices listed above. • If the items listed above does not meet all transaction processing needs, please contact your RTL sales representative for a more comprehensive price list. • All Payment types will be fully processed by our lockbox, NOT simply sent back to client for processing. • Matched and Unmatched Payments are priced the same. • Unknown items are scanned in and presented via secured internet, along with the images, for client's immediate, remote, resolution without the need for "send-back". Exhibit C Page 3 of 8 Section 2. Monthly Fixed Price Charges Base Monthly Fee for Lockbox Services Monthly Services Indudc: • Daily Pickup of Mail -Includes daily pickup of mail from Client-specific PO Box in local Artesia, CA post office • Data File Transmission -Includes data transmission of one upload file v ia email and/or https download per day • Reporting -Three management reports in pdf file format are provided via email and/or https site download • Web-based Payment Verification of "Holds" - Web-based verification of unknown items by 3 of client's remittance staff • Imaging Storage and Retrieval via the Web - Hosting and storing of one month worth of images on our server and the ability for five of client's customer service representative to perform imaging search and retrieval of payment documents via the internet • Delivery of Older Images -For convenience, it is RTL's standard practice to put images of "older" payments per calendar month block onto our https site for a period of five days for client download onto their own server Optionalr but Rt<:commeru:ie.:i, Services NOT I n dud erl In t h e 1\"'o ni::Wv Fe e; • Client-Exclusive PO Box -A Client-Exclusive "Caller Services" P.O. Box number. This service ensures early mail delivery dedicated to the City of San Juan Capistrano's utility payments only. >Sample client mailing address or return envelope address can be as follows: City of San Juan Capistrano Payment Processing Center P.O. Box 7000 Artesia, CA 90702-9999 Services NOT Inclu ded In th e M<>nth!y Fee: • Courier fees to perform daily pick up of mail from Client site or Client-specific PO Box NOT located in local Artesia, CA post office • Courier fees or bank deposit trip fees to perform daily drop-off of encoded checks for deposit to local bank branch office (or equivalent service). Note: We encourage the use of Electronic Deposit, which eliminates courier and bank fees. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Pricing $35 per month $1496 per year Exhibit C Page 4 of 8 Section 3. Section 4. E-Payment Services a) Check 21 Electronic Deposit Fees (Please note ihat we also o ffe r A.CH payment process ing of £-Checks f rom tlw Web, Phone/ Front Co unter1 and auto-pay) 1) Bank Check 21 or Image Cash Letter Transaction Fee 2) Bank Return Items Fee 3) RTL Check 21 or Image Cash Letter Transaction Fee (In a ddiUon to Ban k Clieck 21/TC:L fees) 4) RTL Return Items Fee (In addition to B:..-;nk return itern Fees) Check 21 Notes: • Check 21 fees eliminate current bank charges for processing encoded checks for deposit. • Check 21 approach will convert the check payment into an electronic transaction for deposit. • Check 21 subject to bank credit approval • Check 21 processing capabilities include complete stub-check transaction processing, in-line quality usability, duplicate check tracking, X9.37 generation and sanitization, closed-loop returned item stub-check integrity retention, returned item archive retag, block database, reversal file to back-end host system, etc. One-Time Setup Charges a) New Lockbox Account Setup Fee Notes: • Setup includes one data file layout configuration service • Setup includes three standard reports b) New Check 21 Account Setup Fee forE-Payment Option Notes: • Includes RTL E-Payment startup services: RTL E- Payment file testing with bank, payment processing operation setup and remote end-user training, if applicable. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Pricing TBD by Bank TBD by Bank $0.01 per trans $0.00 per occurrence Pricing Not Applicable $800 one-time fee Exhibit C Page 5 of 8 Section 5. Per-Occurrence Charges a) Mailing of Items to Client N o tes: • We anticipate only a once-a-week mailing, unless otherwise noted or requested, since the daily transactions are performed in real time mode via the use of images. • Covers mailing of hard copy payment documents and CD of expired imaqes to Client. • Per-Occurrence charges cover cost of labor ($2.50/occurrence) and postage, if applicable. b) Additional Client Handling Requests Note s: • This covers additional per occurrence services required by the Client that is not part of our standard lockbox services as noted above (i.e. photo copying stubs and/or checks, cutting or modifying the stubs to a scanable size, etc.) c) RTL Bank Deposit Trip Fee Notes: • Charges to go to the local bank branch office (within a 6-mile radius to payment center) to deposit checks. Client can elect to have other courier services perform this task. If Client wishes for RTL to make the daily deposit and current bank does not provide for a local branch office within a 6-mile radius, Client can consider opening an interim deposit account with an alternative financial institution with local branch office to RTL payment processing center. " Bank de posit pe r nip fees will be r edu ced to $5 per trip, if Client elects \o do Check 21 and signs on with o u r E-P aym e1 1t se rvices. d) Daily Bank Deposit by Third Party Courier Service N otes: • Courier fees to perform daily deposit drop-off to local bank branch. e) Daily Mail Pickup Courier Fee N otes: • Courier fees to perform daily pick up of mail from Client site or Client-specific PO Box NOT located in local Artesia, CA post office RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Pricing $2.50 per occurrence plus postage $25 per hour $15 per trip TBD TBD Exhibit C Page 6 of 8 Section 6. OPTIONAL IMAGE ARCHIVAL ALTERNATIVES a) CD Delivery of Older Images -As an alternative option within the traditional means, RTL can burn images of payments older than one month along with their corresponding index data file onto CDs for mailing back to the Client. The cost for mailing of the CD(s) fall under section 5 -Per Occurrence Charges of this proposal and is the cost of the CD(s), handling, and postage. b) Additional Imaging Storage and Retrieval on the Web -Optional longer storage of images available upon request for an extra $10/month for each additional month of extended online storage. c) Optional Imaging System -Client may want to consider the Optional purchase of our "in-house imaging research" software FiRSTView to enable the fast searching and retrieval of the "older" images from the CD. Please refer to the following for additional pricing information. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Pricing $10 $10/mo per month O~Jtio nz! Ad diti.:;.rw l In-Hou£te Irnag!n g Research Software • Single-User in-house FiRSTView Imaging Research Software • Installation and Training Service • Annual Support of the Imaging Software Notes: • The optional purchase of this product will enable the client to perform fast search and retrieval of "older" images returned to the client on CDs. • We recommend a server for imaging. • PC hardware not included. $3,250 $1,000 $488 per year Exhibit C Page 7 of 8 Section 7. Section 8. Proposal Notes Payment Terms Client Specific Requirements (The following lists any tasks, special processing, conditions, etc. that we will comply with, provide or include in our lockbox services as part of the service proposal.) Client payment processing requirements and specifications are yet to be determined, finalized and is pending discussion. Lockbox service pricing may be affected by Client's special payment processing needs. Considerations • Pricing is valid for 180 days only. RT Lawrence Corporation 7740 Painter Avenue, Suite 100 Whittier, CA 90602 562-696-4843 8-May-15 Pricing • Lockbox Services are billed monthly by RTL with Net 10 terms. Exhibit C Page 8 of 8