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15-0616_US BANK NATIONAL ASSOCIATION_Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective June 16, 2015, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and U. S. Bank National Association (hereinafter referred to as the "Consultant"). RECITALS. WHEREAS, City desires to retain the services of Consultant to provide Banking 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, 2025. The City shall have the option to renew this Agreement for no more than one additional ten- year term. 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 banking services at the rates as set forth in Exhibit "B," attached, and incorporated herein by reference, fixed for the entire term of this Agreement. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall debit the analysis service charge monthly based on total services which have been satisfactorily completed for such monthly period. 1 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. 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. Except for assignments arising under operation of law following any merger or acquisition of Consultant, 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. Familiaritv 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 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 laws, ordinances, codes and regulations of federal, state and local government that are applicable to the Consultant. 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 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 othenwise 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 sen/ices. Section 13. indemnity. Except to the extent caused, in whole or in part, by the actions or inactions of the City or its agents. 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 performance of the Agreement. 3 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 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 (10) 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. 5 To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Michelle Bannigan, Assistant Finance Director To Consultant: U.S. Bank Government Banking and Nonprofits Division 11988 El Camino Real, Suite 100 San Diego, CA 92130 Attn: Veronica Villasenor, Vice President - Relationship Manager 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 Sen/ice ("JAMS"). Section 19. Other Banking Agreements. This Agreement is subject to the provisions of the U.S. Bank Services Terms and Conditions (as the same may be modified from time to time, the "Terms & Conditions") and U.S. Bank's Deposit Account Agreement (as the same may be modified from time to time, the "DAA"), the terms of both the Terms & Conditions and the DAA are incorporated herein by reference. To the extent terms of this Agreement contradict the terms set forth in the Terms & Conditions or the DAA, the terms of this Agreement shall govern. Section 20. 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 21. 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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: Derek Reeve, Mayor APPROVED AS TO FORM. ^"^S^^ff^i^Tc^'^^ney U.S. BANK NATIONAL ASSOCIATION ^TdmrnlMJlhrn^ Veronica Villasenor, Vice President 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 BANKING AND OTHER RELATED SERVICES REQUEST FOR PROPOSAL (RFP) Dear Proposer: 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.saniuancapistrano.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 Sheriffs 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 December 23, 2014 Deadline for Written Questions January 16 2015 Responses to Questions Posted on Web 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 collaterallzatlon 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 - Collaterallzatlon 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 fonA/ard 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? y 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 Capistrano Checking Account $ 3,497,080 City of San Juan Capistrano Investment Sweep Account $ 115,675 San Juan Capistrano Housing Authority Checking Account $ 148,400 Successor Agency to the San Juan Capistrano Community Redevelopment Agency Checking Account $ 135,000 • 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 flies. 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 Fall 2014. > 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 O - 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 ail 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 checking 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-mall 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 dally 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 dally 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 mall, 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 B - Organization and General Information. Please provide the following In this section: > Describe your firm's Merchant Bankcard and Polnt-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? WIN 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 dally 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 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 entitles 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-polnt 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 flrm(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. PrgpgrgtiQn Qf Prppp??! 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. Numbgr gf Prgpggal? 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. $Mbm!g?i9n pf PrppQggI? 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-malled proposals will not be accepted. City of San Juan Capistrano Michelle Bannigan, Assistant Finance Director 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Banking and Related Services e. Inquiries Questions about this RFP must be directed In writing, via e-mall no later than Januarv 16. 2015 at 4:30 p.m. to: Michelle Bannigan Assistant Finance Director mbannlgan@saniuancaplstrano.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 Indlvidual(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 compiles 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 tfe 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 heen mandated hy 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. Amgndment? 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 dally 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 (Mark Items Clearly if "No Proposal: or Contracted to Third Party) Item Estimated Monthly Unit Volume AFP Code Per Unit Cost Total Monthly Cost Estimated Total Annual Cost General Account Services Account Maintenance - Web 4 AAA003 Bank Statement - Web 4 CHK111 Information Reporting Partial Reconciliation Monthly Maintenance 2 ARP003 Paper Report Print & Shipping 1 ARP180 Image Item Prior Day Statement 13 INF450 CSV Report Monthly 1 ARP502 Web Prior Day Report 4 INF407 Web Prior Day Balance/Summary Updated 942 INF411 Web Prior Day Transaction Updated 572 INF412 Web Current Day Report 4 INF425 Web Current Day Balance/Summary Updated 169 INF413 Web Current Day Transaction Updated 202 INF414 Depository Services Branch Deposit 40 CHK010 Electronic Credit 129 CHK011 Night Drop Deposit 29 CHK012 Deposit Administration Fee 3699 CHK750 Currency Deposit Standard 30915 RCC015 Check Deposit on Us 460 CKP120 Check Deposit - Local Clearing House 1672 CKP137 Check Deposit - Select In District, CA 2168 CKP138 Check Deposit - All Others 1759 CKP139 Deposited Item Return - Reclear 3 RET062 Deposited Item Return - Chargeback 2 RET063 ACH ACH Web Monthly Base Fee 3 CPY406 ACH Web Credit Transactions 284 CPY407 ACH Web Debit Transactions 1702 CPY409 ACH Web Returns Transmission 4 CPY417 ACH Web Reiects/Rev/Del 1 CPY420 ACB Web NOG Transmission 5 CPY430 ACH Web Batch Release 7 CPY432 Web Addenda Records 1 CPY435 ACH Web Acknowledgement Report 6 CPY458 Paper Disbursement Services Check Paid Partial - Truncated 276 ARP034 Paid Check Charge 16 CHK020 Daily Paid Report 2 ARP051 Paid No Issue Report 2 ARP065 Reconcile Stop Payments - Renewal 1 ARP082 Transmission Output - Per TX 2 ARP113 Transmission Output - Per Item 296 ARP114 Check Capture 359 ARP151 Check Image Retrieyal Monthly Fee 1 IMG401 Check Image 4 IMG402 Check Processing Rejects 15 CKP181 Pre-Encoded Courier Deposit 18 CKP001 Non-Customer Cash Paid on - us 1 CUS301 Credit Error Notice 2 CKP191 Debit Error Notice 1 CKP190 Web Stop Payment Single Inguiry 3 TSP450 Web Stop Payment Renewal 42 TSP418 Electronic Debit and Wire Transfer Electronic Debit 32 CHK021 Wire Transfer Monthly Fee Web 1 WTM442 Account Transfer End of Day Web 2 WTM436 Outgoing Domestic Wire 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 Proposal: or Contracted to Third Party) Item Estimated Monthly Unit Volume AFP Code Per Unit Cost ToUl Monthly Cost Estimated Total Annual Cost LAIF LAIF Redemption 1 CSU170 LAIF Investment 1 CSU171 Bill Concentration Monthly License Fee 1 BCS003 Transmission Fee 19 BCS005 Transaction Fee 627 BCS007 Return Fee 2 BCS028 Miscellaneous Items Bank Supplies Endorsement Stamps Deposit Slips Deposit Bags Exhibit A Page 26 of 61 EXHIBIT B 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 Volume Monthly Cost Explanation Processing Monthly Maintenance Processed Item Multiple Payment Surcharge Deposit Cash Payment Received Additional Processing Manual/Express Mail Sort Stub Only Item Photocopy Outline Exception Review Outline Exceptions Monthly Outline Exceptions Item Outline Exceptions User Image Delivery Services Image Monthly Maintenance Image Web Item Image Full-Page Item Image CD-ROM Image 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 Courier Service Third Party Courier Service Photocopy Per Item Photocopy Charge Other Fees Exhibit A Page 27 of 61 EXHIBIT B 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 Volume Monthly Cost Explanation Processing Monthly Maintenance Processed Item Multiple Payment Surcharge Deposit Cash Payment Received Additional Processing Manual/Express Mail Sort Stub Only Item Photocopy Outline Exception Review Outline Exceptions Monthly Outline Exceptions Item Outline Exceptions User Image Delivery Services Image Monthly Maintenance Image Web Item Image Full-Page Item Image CD-ROM Image 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 Courier Service Third Party Courier Service Photocopy Per Item Photocopy Charge Other Fees Exhibit A Page 28 of 61 CITY OF SAN JUAN CAPISTRANO EXHIBIT C - MERCHANT CARD SERVICES BID FORM (Mark Clearly if "No Proposal or Contracted to a Ttiird Party") 1 • • • • 1 1 1 L . 1 ' 'i ' t . i , t 1. .. 1 1 ' ., 1 ' . II "" " 'li ."' '' i Fees per Transaction 1 Authiorization/EDC Fee - Visa (Credit and Non-PIN Debit) $ $ $ $ $ $ Authorization/EDG Fee - Mastercard (Credit and Non-PIN Debit) $ $ $ $ $ $ Authiorization/EDC Fee - Discover Network Card (Credit and Non-PIN Debit) $ $ $ $ $ $ Authorization/EDC Fee - American Express Card (Credit and Non-PIN Debit) $ $ $ $ $ $ Chargebacks - MC/V $ $ $ $ $ $ Chargebacks - Discover $ $ $ $ $ $ Chargebacks - AMEX $ $ $ $ $ $ Other Fees (Please provide description and unit prices) $ $ $ $ $ $ $ $ $ $ $ $ Subtotal All Fees per Transaction $ Monthly Fees Monthly Service Fee $ $ $ $ $ $ Paper Statement Fee $ $ $ $ $ $ Internet Service Fee $ $ $ $ $ $ Other Fees (Please provide description and unit prices) $ $ $ $ $ $ $ $ $ $ $ $ Subtotal Monthly Fees • $ Annual Fees Annual Fee $ $ $ $ $ $ Other Fees (Please provide description and unit prices) $ $ $ $ $ $ $ $ $ $ $ $ $ Subtc^al Annual Fees $ $ $ other Other Fees (Please provide description and unit prices) $ $ $ $ $ • $ $ $ $ $ $ Subtotal Other Fees $ Total All Fees 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 teas the "City") and (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant 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: ONOOINO 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 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 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 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 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 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 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 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 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 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 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 liability 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 been 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 (10) 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 been 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 (10) 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: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: To Consultant: 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. 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 By: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, City Attorney 7 Exhibit A Page 36 of 61 City of San Juan Capistrano Summary 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. CITY OF SAN JUAN CAPISTRANO Consolidated Summary For the Month Fnding October 31, 2014 Portfolio Summary and investment Allocation Sector Allocation m X Tl O) CD (D CO 00 O Closing Market Value Percent PFM Managed Investments Certificate of Deposit 1,740,909.03 3.93 Corporate Note 6,297,275.07 14.23 Federal Agency Bond / Note 11,532,292.09 26.05 U.S. Treasury Bond / Note 10,603,815.70 23.95 City Managed investments Non-Negotiable Certificates of Deposit 750,000.00 1.69 Local Agency Investment Fund 13,344,459.00 30.15 Total $44,268,750.89 100.00% Maturity Distribution Maturity Bucket Closing Market Value Percent Under 30 days 13,594,459.00 30.71 31 to 60 days 0.00 0.00 61 to 90 days 0.00 0.00 91 to 180 days 250,393.50 0.57 181 days to lyear 3,607,955.27 8.15 1 to 2 years 15,460,747.27 34.92 2 to 3 years 11,355,195.85 25.65 3 to 4 years 0.00 0.00 4 to 5 years 0.00 0.00 Over 5 years 0.00 0.00 $44,268,750.89 100.00% Negotiable CD Corporate Note /.•.•.•.•.-.•X 14% Non-Negotiable CD 2% Federal Agency 26% U.S. Treasury 24% 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. tSTMllSHfO 1776 1; City of San Juan Capistrano Investments Managed by the City October 31, 2014 m X 3-& > Tl ^ *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been complied by PFM CD Asset Management based on Information provided by the City of San Juan Capistrano. This report Is for Informational purposes only, n O —h ^*i^ N Summary of Holdings For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - CITY MANAGED INVESTMENTS Security Type/Description S&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 Local Government Investment Pools Local Agency Investment Fund LAIFCITY 13,344,459.00 NR NR 2/28/2009 2/28/2009 13,344,459.00 0.26% -13,344,459.00 13,344,459.00 Security Type Sub-Total 13,344,459.00 13,344,459.00 0.26% -13,344,459.00 13,344,459.00 Non-Negotiable Certificates of Deposit Mission National Bank - 0.50% 11/10/2014 CD38106075O 250,000.00 NR NR 11/10/2012 11/10/2012 250,000.00 0.50% 82.21 250,000.00 250,000.00 Independence Bank - 0.95% 05/08/2016 CD999999930B 250,000.00 NR NR 5/8/2014 5/8/2014 250,000.00 0.95% 143.15 250,000.00 250,000.00 Farmers and Merchants Bank - 0.40% 06/25/2016 CD7264 250,000.00 NR NR 6/25/2014 6/25/2014 250,000.00 0.40% 13.70 250,000.00 250,000.00 Security Type Sub-Total 750,000.00 750,000.00 0.62% 239.06 750,000.00 750,000.00 Securities Sub-Total $14,094,459.00 $14,094,459.00 0.28% $239.06 $14,094,459.00 $14,094,459.00 Accrued Interest $239.06 Total Investments $14,094,698.06 m X & > T Q) CQ n> ______________ JS-O O *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. CITY MANAGED INVESTMENTS Page 1 CITY OF SAN JUAN CAPISTRANO Earnings Reconciliation - CITY MANAGED INVESTMENTS For the Month Ending October 31, 2014 Earnings Reconciliation (Cash Basis) Interest/Dividends/Coupons Received Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses 7,401.09 0.00 0.00 Total Cash Basis Earnings $7,401.09 1 Earnings Reconciliation (Accrual Basis) 1 Ending Amortized Value of Securities 14,094,459.00 Ending Accrued Interest 239.06 Plus Proceeds from Sales/Withdrawals 0.00 Plus Proceeds of Maturities/Calls/Principal Payments 0.00 Plus Coupons/Dividends Received 7,401.09 Less Cost of New Purchases (3,007,014.00) Less Beginning Amortized Value of Securities (11,087,445.00) Less Beginning Accrued Interest (226.38) Total Accrual Basis Earnings $7,413.77 m X Q-& > fl) (D CITY MANAGED INVESTMENTS Page 2 O —h "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. ''NN / Summary of Transactions & Interest For the Month Ending October 31,2014 CITY OF SAN JUAN CAPISTRANO - CITY MANAGED INVESTMENTS Transaction Type Trade Settle Security Description CUSIP Par Principal Proceeds Accrued Interest Total BUY 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) INTEREST 10/03/2014 10/09/2014 10/03/2014 10/09/2014 Mission National Bank - 0,50% 11/10/2014 Independence Bank - 0.95% 05/08/2016 CD381060750 CD999999930B 250,000.00 250,000.00 0.00 0.00 109.61 195.28 109.61 195.28 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 - 0.40% 06/25/2016 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) m X G-& r-h > T3 (Q CITY MANAGED INVESTMENTS Page 3 CD N) *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 2, Capistrano. This report is for informational purposes only. CD City of San Juan Capistrano Investments Managed by PFM Asset Management October 31, 2014 m X Q-03 (Q ^ *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been complied by PFM CO Asset Management based on Information provided by the City of San Juan Capistrano. This report Is for Informational purposes only, o —h Managed Account Summary Statement For the Month Ending October 31, 2014 m X IT > 0) CQ (D Jb. -(:>. O —h Gi CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Transaction Summary - Managed Account Opening Market Value $30,148,384.66 Maturities/Calls (450,000.00) Principal Dispositions 0.00 Principal Acquisitions 446,188.15 Unsettled Trades 0.00 Change in Current Value 29,719.08 Closing Market Value $30,174,291.89 Earnings Reconciliation (Cash Basis) - Managed Account Interest/Dividends/Coupons Received 34,419.30 Less Purchased Interest Related to Interest/Coupons (166.88) Plus Net Realized Gains/Losses (2,420.00) Total Cash Basis Earnings $31,832.42 Earnings Reconciliation (Accrual Basis) Total Ending Amortized Value of Securities 30,101,830.31 Ending Accrued Interest 96,351.52 Plus Proceeds from Sales 0.00 Pius Proceeds of Maturitles/Calls/Prlncipal Payments 450,000.00 Plus Coupons/Dividends Received 34,419.30 Less Cost of New Purchases (446,355.03) Less Beginning Amortized Value of Securities (30,121,629.83) Less Beginning Accrued Interest (95,574.43) Total Accrual Basis Earnings $19,041.84 Cash Transactions Summary - Managed Account Maturities/Calls 450,000.00 Sale Proceeds 0.00 Coupon/Interest/Dividend Income 34,419.30 Principal Payments 0.00 Security Purchases (446,355.03) Net Cash Contribution 0.00 Reconciling Transactions 0.00 Cash Balance Closing Cash Balance $110,568.38 Page 1 PFM Asset Management LLC Portfolio Summary and Statistics For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Account Summary 1 Description Par Value Market Value Percent U.S. Treasury Bond / Note Federal Agency Bond / Note Corporate Note Certificate of Deposit 10,440,000.00 11,465,000.00 6,165,000.00 1,745,000.00 10,603,815.70 11,532,292.09 6,297,275.07 1,740,909.03 35.14 38.22 20.87 5.77 Managed Account Sub-Total Accrued Interest 29,815,000.00 30,174,291.89 96,351.52 lOO.OOO/o Total Portfolio 29,815,000.00 30,270,643.41 Unsettled Trades 0.00 0.00 Sector Allocation US TSY Bond / Note 35.14% Cert of Deposit 5.77% Corporate Note 20.87% Fed Agy Bond / Note 38.22% m X Q-& r-l-" > "D 03 CQ CD 4^ (SI Maturity Distribution 49.58% 11.96% 0.83% 37.63% Characteristics Yield to Maturity at Cost 0.77% Yield to Maturity at Market 0.62% Duration to Worst 1.73 Weighted Average Days to Maturity 658 0.00% 0.00% 0.00% 0 - 6 Months 6 - 12 Months 1 - 2 Years 2 - 3 Years 3 - 4 Years 4 - 5 Years Over 5 Years PFM Asset Management LLC Page 2 Managed Account Issuer Summary For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Issuer Summary Issuer Market Value of Holdings Percent BERKSHIRE HATHAWAY INC 790,432.72 2.62 CATERPILLAR INC 780,849.08 2.59 CITIGROUP INC 249,940.50 0.83 DISCOVER FINANCIAL SERVICES 251,319.25 0.83 FANNIE MAE 3,928,982.55 13.02 FEDERAL FARM CREDIT BANKS 1,302,519.90 4.32 FEDERAL HOME LOAN BANKS 4,070,960.46 13.49 FREDDIE MAC 2,229,829.18 7.39 GENERAL ELECTRIC CO 1,049,539.77 3.48 GOLDMAN SACHS GROUP INC 250,393.50 0.83 IBM CORP 803,794.11 2.66 JP MORGAN CHASE & CO 786,097.64 2.61 PROCTER & GAMBLE CO 753,994.80 2.50 TOYOTA MOTOR CORP 776,594.60 2.57 UNITED STATES TREASURY 10,603,815.70 35.14 US BANCORP 739,818.53 2.45 WELLS FARGO & COMPANY 805,409.60 2.67 Total $30,174,291.89 lOO.OOo/o Credit Quality (S&P Ratings) ^-ttt;.;.-•c#jR!esr-i • . • _AA+ 76.01% m X > Tl 03 CQ (D CD ., Page 3 PFM Asset Management LLC Managed Account Detail of Securities Held For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP m X > Tl Q) CQ CD 4^ 2, CD U.S. Treasury Bond / Note US TREASURY NOTES DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES DTD 12/31/2010 2.125% 12/31/2015 US TREASURY NOTES DTD 03/31/2014 0.375% 03/31/2016 US TREASURY NOTES DTD 05/31/2011 1.750% 05/31/2016 US TREASURY NOTES DTD 08/01/2011 1.500% 07/31/2016 US TREASURY NOTES DTD 09/30/2009 3.000% 09/30/2016 US TREASURY NOTES DTD 10/31/2011 1.000% 10/31/2016 US TREASURY NOTES DTD 01/03/2012 0.875% 12/31/2016 US TREASURY NOTES DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES DTD 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES DTD 03/31/2012 1.000% 03/31/2017 912828NP1 912828NP1 912828PM6 912828C40 9128280P8 9128280X1 912828LP3 912828RM4 912828RX0 912828SC5 912828SC5 912828MK3 912828SC5 912828SM3 S&P Moody's Trade Settle Par Rating Rating Date Date 100,000.00 AA+ 940,000.00 AA+ 960,000.00 AA+ 330,000.00 AA+ 580,000.00 AA+ 600,000.00 AA+ 915,000.00 AA-l-600,000.00 AA+ 995,000.00 AA+ 50,000.00 AA+ 250.000.00 AA+ 740,000.00 AA+ 1,100,000.00 AA+ 1,300,000.00 AA+ Aaa 09/26/13 09/27/13 Aaa 08/15/13 08/16/13 Aaa 07/02/14 07/07/14 Aaa 04/04/14 04/07/14 Aaa 12/20/13 12/23/13 Aaa 06/02/14 06/05/14 Aaa 03/03/14 03/04/14 Aaa 06/02/14 06/05/14 Aaa 02/12/14 02/14/14 Aaa 02/10/14 02/11/14 Aaa 09/08/14 09/09/14 Aaa 01/17/14 01/21/14 Aaa 07/29/14 07/31/14 Aaa 03/20/14 03/21/14 Original YTM Cost at Cost 102.621.09 0.32 965.446.10 0.36 986,137.50 0.28 329,651.95 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 50,291.02 0.68 250,654.30 0.76 790,701.56 0.83 1,102,234.38 0.79 1,302,945.31 0.92 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 50,220.76 250,615.30 777,757.01 1,102,010.29 1,302,353.73 Market Value 101,195.30 951,235.82 981,300.48 330,386.72 592,642.19 611,296.80 958,391.02 605,718.60 1,000,674.49 50,273.45 251,367.25 780,873.16 1,105,015.90 1,309,241.70 Page 4 M Asset Mimagemem LLC IPFAf Managed Account Detail of Securities Held For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP S&P Par Rating Moody's Rating Trade Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value U.S. Treasury Bond / Note us TREASURY NOTES DTD 05/31/2012 0.625% 05/31/2017 912828SY7 500,000.00 AA+ Aaa 06/02/14 06/05/14 496,796.88 0.84 1,314.89 497,229.02 497,890.50 US TREASURY NOTES DTD 07/31/2012 0.500% 07/31/2017 912828TG5 5,000.00 AA+ Aaa 07/29/14 07/31/14 4,923.63 1.02 6.32 4,929.98 4,951.17 US TREASURY NOTES DTD 07/31/2012 0.500% 07/31/2017 912828TG5 475,000.00 AA-H Aaa 07/02/14 07/07/14 467,856.45 1.00 600.20 468,590.55 470,361.15 Security Type Sub-Total 10,440,000.00 10,640,006.85 0.64 35,494.92 10,578,869.39 10,603,815.70 Federal Agency Bond / Note FFCB NOTES DTD 05/01/2012 0.500% 05/01/2015 3133EANJ3 300,000.00 AA-h Aaa 06/15/12 06/15/12 300,000.00 0.50 750.00 300,000.00 300,504.90 FEDERAL HOME LOAN BANK GLOBAL NOTES DTD 08/09/2013 0.375% 08/28/2015 313383V81 1,000,000.00 AA+ Aaa 08/20/13 08/21/13 999,510.00 0.40 656.25 999,807.10 1,001,685.00 FEDERAL FARM CREDIT BANK BONDS DTD 12/26/2012 0.420% 10/15/2015 3133ECB86 1,000,000.00 AA-H Aaa 12/26/12 12/26/12 1,000,000.00 0.42 186.67 1,000,000.00 1,002,015.00 FHLB (EX-CALLABLE) GLOBAL NOTES DTD 12/30/2013 0.375% 12/30/2015 3130A0GK0 1,000,000.00 AA-F Aaa 01/06/14 01/07/14 999,400.00 0.41 1,260.42 999,646.90 1,001,414.00 FEDERAL HOME LOAN BANK GLOBAL NOTES DTD 01/24/2014 0.375% 02/19/2016 3130A0SD3 245,000.00 AA-F Aaa 09/22/14 09/23/14 245,159.25 0.33 183.75 245,147.32 245,277.34 FANNIE MAE GLOBAL NOTES DTD 02/15/2013 0.500% 03/30/2016 3135G0VA8 400,000.00 AA+ Aaa 08/20/13 08/21/13 398,268.00 0.67 172.22 399,057.64 400,728.00 FANNIE MAE GLOBAL NOTES DTD 02/15/2013 0.500% 03/30/2016 3135G0VA8 445,000.00 AA-F Aaa 10/24/14 10/27/14 446,188.15 0.31 191.60 446,178.90 445,809.90 FANNIE MAE GLOBAL NOTES DTD 02/15/2013 0.500% 03/30/2016 3135G0VA8 500,000.00 AA+ Aaa 09/25/14 09/26/14 500,805.00 0.39 215.28 500,753.34 500,910.00 FHLMC NOTES DTD 04/08/2011 2.500% 05/27/2016 3137EACT4 240,000.00 AA-F Aaa 09/26/14 09/29/14 248,088.00 0.46 2,566.67 247,657.07 247,685.28 FHLMC NOTES DTD 04/08/2011 2.500% 05/27/2016 3137EACT4 950,000.00 AA+ Aaa 02/19/14 02/20/14 994,298.50 0.43 10,159.72 980,736.19 980,420.90 m X Q-I—F > Tl Q) CD CD Ji> 00 a Page 5 PFM Asset Management LLC Managed Account Detail of Securities Held For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP S&P Par Rating Moody's Rating Trade Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value Federal Agency Bond / Note FHLB NOTES DTD 08/07/2014 0.500% 09/28/2016 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 FHLB NOTES DTD 08/07/2014 0.500% 09/28/2016 3130A2T97 620,000.00 AA-F Aaa 08/06/14 08/07/14 618,605.00 0.61 284.17 618,755.76 618,766.82 FNMA NOTES DTD 03/01/2012 1.125% 04/27/2017 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 FHLB GLOBAL NOTE (CALLABLE) DTD 04/28/2014 1.625% 04/28/2017 3130A1U5 700,000.00 AA-F Aaa 04/03/14 04/28/14 707,847.00 1.24 94.79 703,862.92 704,811.80 FREDDIE MAC GLOBAL NOTES DTD 06/25/2012 1.000% 07/28/2017 3137EADJ5 1,000,000.00 AA-F Aaa 08/13/14 08/14/14 1,000,700.00 0.98 2,583.33 1,000,650.35 1,001,723.00 FNMA NOTES DTD 08/25/2014 1.000% 09/27/2017 3135G0ZL0 515,000.00 AA+ Aaa 08/21/14 08/25/14 513,161.45 1.12 486.39 513,267.95 514,654.95 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 Corporate Note PROCTER & GAMBLE CO CORP NOTES DTD 11/25/2003 4.850% 12/15/2015 742718BZ1 720,000.00 AA-Aa3 08/20/13 08/23/13 789,228.00 0.65 13,192.00 753,744.18 753,994.80 CATERPILLAR FINANCIAL SE DTD 04/01/2011 2.650% 04/01/2016 14912L4S7 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 IBM CORP GLOBAL NOTES (EX-CALLABLE) DTD 05/07/2013 0.450% 05/06/2016 459200HL8 805,000.00 AA-Aa3 08/20/13 08/23/13 795,879.35 0.88 1,760.94 799,865.44 803,794.11 JPMORGAN CHASE 8i CO GLOBAL NOTES DTD 06/29/2011 3.150% 07/05/2016 46525HJA9 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 GENERAL ELEC CAP CORP DTD 07/12/2013 1.500% 07/12/2016 36962G6Z2 790,000.00 AA+ Al 08/20/13 08/23/13 793,160.00 1.36 3,587.92 791,874.87 800,102.52 WFI1 S 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 m X & r-f-' > •D D) CO CD CD O —Fl DTD 07/29/2013 1.250% 07/20/2016 Page 6 PFM /Vsset Managemem LLC Managed Account Detail of Securities Held For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP S&P Par Rating Moody's Rating Trade Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market Value Corporate Note BERKSHIRE HATHAWAY INC GLOBAL NOTES DTD 08/15/2011 2.200% 08/15/2015 084670BB3 770,000.00 AA Aa2 08/20/13 08/23/13 795,710.30 1.06 3,576.22 785,539.94 790,432.72 TOYOTA MTR CRED NOTES DTD 09/15/2011 2.000% 09/15/2016 89233P5E2 760,000.00 AA-Aa3 02/19/14 02/24/14 784,259.20 0.74 1,942.22 777,797.41 776,594.60 Security Type Sub-Total 6,165,000.00 6,342,902.45 1.07 36,257.19 6,265,676.36 6,297,275.07 Certificate of Deposit GOLDMAN SACHS BANK USA DTD 02/08/2012 1.050% 02/09/2015 38143A1L0 250,000.00 NR NR 02/08/12 02/08/12 250,000.00 1.04 604.11 250,000.00 250,393.50 DISCOVER BANK DTD 09/26/2012 1.050% 09/28/2015 254671GN4 250,000.00 NR NR 09/26/12 09/26/12 250,000.00 1.03 258.90 250,000.00 251,319.25 GE CAPITAL BANK DTD 05/03/2013 0.700% 05/03/2016 36160JPD4 250,000.00 NR NR 05/03/13 05/03/13 250,000.00 0.70 872.60 250,000.00 249,437.25 err BANK (CALLABLE) DTD 05/15/2013 1.000% 05/15/2017 17284CEH3 250,000.00 NR NR 05/15/13 05/15/13 250,000.00 0.99 1,164.38 250,000.00 249,940.50 US BANK NA CINCINNATI (CALLABLE) CD DTD 09/11/2014 1.375% 09/11/2017 90333VPF1 745,000.00 AA-Aa3 09/09/14 09/11/14 743,800.55 1.41 1,422.74 743,856.37 739,818.53 Security Type Sub-Total 1,745,000.00 1,743,800.55 1.14 4,322.73 1,743,856.37 1,740,909.03 Managed Account Sub-Total 29,815,000.00 30,257,154.20 0.77 96,351.52 30,101,830.31 30,174,291.89 Securities Sub-Total $29,815,000.00 $30,257,154.20 0.77% $96,351.52 $30,101,830.31 $30,174,291.89 Accrued Interest $96,351.52 m X -Q Total Investments 01 CQ CD cn o o —h CD $30,270,643.41 Page 7 l^FM Asset MiinagcMiicm LLC m X > a> CQ CD CD O —h G) Managed Account Fair Market Value & Analytics CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity U.S. Treasury Bond / Note US TREASURY NOTES DTD 08/02/2010 1,750% US TREASURY NOTES DTD 08/02/2010 1.750% US TREASURY NOTES DTD 12/31/2010 2.125% US TREASURY NOTES DTD 03/31/2014 0.375% US TREASURY NOTES DTD 05/31/2011 1.750% US TREASURY NOTES DTD 08/01/2011 1.500% US TREASURY NOTES DTD 09/30/2009 3.000% US TREASURY NOTES DTD 10/31/2011 1.000% US TREASURY NOTES DTD 01/03/2012 0.875% US TREASURY NOTES DTD 01/31/2012 0.875% US TREASURY NOTES DTD 01/31/2012 0.875% US TREASURY NOTES DTD 02/01/2010 3.125% US TREASURY NOTES DTD 01/31/2012 0.875% US TREASURY NOTES DTD 03/31/2012 1.000% US TREASURY NOTES DTD 05/31/2012 0.625% US TREASURY NOTES DTD 07/31/2012 0.500% US TREASURY NOTES DTD 07/31/2012 0.500% 07/31/2015 07/31/2015 12/31/2015 03/31/2016 05/31/2016 07/31/2016 09/30/2016 10/31/2016 12/31/2016 01/31/2017 01/31/2017 01/31/2017 01/31/2017 03/31/2017 05/31/2017 07/31/2017 07/31/2017 CUSIP 912828NP1 912828NP1 912828PM6 912828C40 9128280P8 9128280X1 912828LP3 912828RM4 912828RX0 912828SC5 912828SC5 912828MK3 912828SC5 912828SM3 912828SY7 912828TG5 912828TG5 Par 100,000.00 940,000.00 960,000.00 330,000.00 580,000.00 600,000.00 915.000.00 600,000.00 995,000.00 50,000.00 250,000.00 740,000.00 1,100,000.00 1,300,000.00 500,000.00 5,000.00 475,000.00 Broker CUIGRP CITIGRP MERRILL MORGANST MERRILL MORGANST MORGANST MERRILL MERRILL MORGANST CITIGRP CITIGRP CITIGRP HSBC CITIGRP MORGANST MORGANST Next Call Market Date Price 101.20 101.20 102.22 100.12 102.18 101.88 104.74 100.95 100.57 100.55 100.55 105.52 100.55 100.71 99.58 99.02 99.02 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 1,496.91 766.15 635.10 1,385.17 434.32 96.61 606.67 2,127.35 52.69 751.95 3,116.15 4,005.61 6,887.97 661.48 21.19 1,770.60 0.75 0.75 1.15 1.41 1.55 1.72 1.87 1.98 2.14 2.22 2.22 2.17 2.22 2.38 2.55 2.72 2.72 0.75 0.75 1.15 1.41 1.55 1.72 1.87 1.98 2.14 2.22 2.22 2.17 2.22 2.38 2.55 2.72 2.72 0.15 0.15 0.22 0.29 0.37 0.42 0.51 0.52 0.61 0.63 0.63 0.65 0.63 0.70 0.79 0.86 0.86 Page 8 *FM Asset Management LLC Managed Account Fair Market Value & Analytics GUY OF SAN JUAN CAPISTRANO - XXXXOlOO For the Month Fnding October 31, 2014 Security Type/Description Dated Date/Coupon/Maturity CUSIP Par Broker Next Call Market Market Date Price Value Unreal G/L On Cost Unreal G/L Amort Cost Effective Duration Duration YTM to Worst at Mkt Security Type Sub-Total 10,440,000.00 10,603,815.70 (36,191.15) 24,946.31 1.88 1.88 0.52 1 Federal Agency Bond / Note m X > Tl 01 CQ CD cn to o —h cn FFCB NOTES 3133EANJ3 DTD 05/01/2012 0.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL 313383V81 NOTES DTD 08/09/2013 0.375% 08/28/2015 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 DTD 12/26/2012 0.420% 10/15/2015 FHLB (EX-CALLABLE) GLOBAL NOTES 3130A0GK0 DTD 12/30/2013 0.375% 12/30/2015 FEDERAL HOME LOAN BANK GLOBAL 3130A0SD3 NOTES DTD 01/24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135G0VA8 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135G0VA8 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135G0VA8 DTD 02/15/2013 0.500% 03/30/2016 FHLMC NOTES 3137EACT4 DTD 04/08/2011 2.500% 05/27/2016 FHLMC NOTES 3137EACT4 DTD 04/08/2011 2.500% 05/27/2016 FHLB NOTES 3130A2T97 DTD 08/07/2014 0.500% 09/28/2016 FHLB NOTES 3130A2T97 DTD 08/07/2014 0.500% 09/28/2016 FNMA NOTES 3135G0JA2 DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1 US DTD 04/28/2014 1.625% 04/28/2017 FREDDIE MAC GLOBAL NOTES 3137EADJ5 DTD 06/25/2012 1.000% 07/28/2017 300,000.00 NEWACCT 1,000,000.00 NOMURA 1,000,000.00 NEWACCT 1,000,000.00 HSBC 245,000.00 WELLSFAR 400,000.00 445,000.00 500,000.00 240,000.00 950,000.00 500,000.00 620,000.00 2,050,000.00 700,000.00 1,000,000.00 CITIGRP NOMURA WELLSFAR MERRILL MERRILL MERRILL MORGANST TD SEC U MERRILL JPMCHASE 04/28/15 100.17 300,504.90 100.17 1,001,685.00 100.20 1,002,015.00 100.14 1,001,414.00 100.11 245,277.34 100.18 100.18 100.18 103.20 103.20 99.80 99.80 100.82 100.69 100.17 400,728.00 445,809.90 500,910.00 247,685.28 980,420.90 499,005.50 618,766.82 2,066,879.70 704,811.80 1,001,723.00 504.90 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) 1,023.00 504.90 1,877.90 2,015.00 1,767.10 130.02 1,670.36 (369.00) 156.66 28.21 (315.29) 323.69 11.06 7,654.76 948.88 1,072.65 0.50 0.82 0.95 1.16 1.30 1.41 1.41 1.41 1.53 1.53 1.90 1.90 2.45 0.61 2.69 0.50 0.16 0.82 0.17 0.95 0.21 1.16 0.25 1.30 0.29 1.41 1.41 1.41 1.53 1.53 1.90 1.90 2.45 0.49 2.69 0.37 0.37 0.37 0.45 0.45 0.60 0.60 0.79 1.34 0.94 Pages PFM Asset Management LLC Managed Account Fair Market Value & Analytics CITY OF SAN JUAN CAPISTRANO - XXXXOlOO For the Month Ending October 31, 2014 Security Type/Description Next Call Market Market Unreal G/L Unreal G/L Effective Duration YTM Dated Date/Coupon/Maturity CUSIP Par Broker Date Price Value On Cost Amort Cost Duration to Worst at Mkt Federal Agency Bond / Note FNMA NOTES 3135G0ZL0 515,000.00 MORGANST 99.93 514,654.95 1,493.50 1,387.00 2.85 2.85 1.02 DTD 08/25/2014 1.000% 09/27/2017 Security Type Sub-Total 11,465,000.00 11,532,292.09 1,847.74 18,863.90 1.65 1.64 0.57 Corporate Note PROCTER & GAMBLE CO CORP NOTES 742718BZ1 720,000.00 RBC CAP 104.72 753,994.80 (35,233.20) 250.62 1.08 1.08 0.62 DTD 11/25/2003 4.850% 12/15/2015 CATERPILLAR FINANCIAL SE 14912L4S7 760,000.00 MERRILL 102.74 780,849.08 (9,824.52) 4,065.04 1.39 1.39 0.70 DTD 04/01/2011 2.650% 04/01/2016 IBM CORP GLOBAL NOTES (EX-CALLABLE) 459200HL8 805,000.00 BNP PARI 99.85 803,794.11 7,914.76 3,928.67 l.SO 1.50 0.55 DTD 05/07/2013 0.450% 05/06/2016 JPMORGAN CHASE & CO GLOBAL NOTES 45625HJA9 760,000.00 STIFEL 103.43 786,097.64 (8,558.36) 5,632.36 1.62 1.62 1.08 DTD 06/29/2011 3.150% 07/05/2016 GENERAL ELEC CAP CORP 36962G6Z2 790,000.00 WELLSFAR 101.28 800,102.52 6,942.52 8,227.65 1.67 1.67 0.74 DTD 07/12/2013 1.500% 07/12/2016 WELLS FARGO & COMPANY 94974BFL9 800,000.00 WELLSFAR 100.68 805,409.60 6,073.60 5,804.40 1.69 1.69 0.85 DTD 07/29/2013 1.250% 07/20/2016 BERKSHIRE HATHAWAY INC GLOBAL 084670BB3 770,000.00 WELLSFAR 102.65 790,432.72 (5,277.58) 4,892.78 1.75 1.75 0.70 NOTES DTD 08/15/2011 2.200% 08/15/2016 TOYOTA MTR CRED NOTES 89233P5E2 760,000.00 BARCLAYS 102.18 776,594.60 (7,664.60) (1,202.81) 1.84 1.84 0.82 DTD 09/15/2011 2.000% 09/15/2016 Security Type Sub-Total 6,165,000.00 6,297,275.07 (45,627.38) 31,598.71 1.57 1.57 0.76 Certificate of Deposit GOLDMAN SACHS BANK USA 38143AJL0 250,000.00 NEW ACCT 100.16 250,393.50 393.50 393.50 0.28 0.28 0.72 DTD 02/08/2012 1.050% 02/09/2015 DISCOVER BANK 254671GN4 250,000.00 NEW ACCT 100.53 251,319.25 1,319.25 1,319.25 0.91 0.91 0.46 DTD 09/26/2012 1.050% 09/28/2015 GE CAPITAL BANK 36160JPD4 250,000.00 NEW ACCT 99.77 249,437.25 (562.75) (562.75) 1.50 1.50 0.84 m X > 0) CQ CP cn CD o —h CD DTD 05/03/2013 0.700% 05/03/2016 Page 10 ^i^r- PFM Asset Management U.XZ Managed Account Fair Market Value & Analytics the Month Ending October 31,2014 CUY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP Par Broker Next Call Date Market Price Market Value Unreal G/L On Cost Unreal G/L Amort Cost Effective Duration Duration YTM to Worst at Mkt 1 Certificate of Deposit err BANK (CALLABLE) DTD 05/15/2013 1.000% 05/15/2017 US BANK NA CINCINNATI (CALLABLE) CD DTD 09/11/2014 1.375% 09/11/2017 17284CEH3 90333VPF1 250,000.00 745,000.00 NEW ACCT US BANK 11/15/14 08/11/17 99.98 99.30 249,940.50 739,818.53 (59.50) (3,982.02) (59.50) (4,037.84) 2.53 2.84 2.53 2.84 0.98 1.60 Security Type Sub-Total 1,745,000.00 1,740,909.03 (2,891.52) (2,947.34) 1.96 1.96 1.11 Managed Account Sub-Total 29,815,000.00 30,174,291.89 (82,862.31) 72,461.58 1.73 1.73 0.62 Securities Sub-Total $29,815,000.00 $30,174,291.89 ($82,862.31) $72,461.58 1.73 1.73 0.62% Accrued Interest $96,351.52 Total Investments $30,270,643.41 m X > CQ (D cn o —h Oi PFM Asset Management LLC Page 11 Managed Account Security Transactions & Interest the Month Ending October 31,2014 GITY OF SAN JUAN CAPISTRANO - XXXXOlOO Transaction Type Principal Accrued Realized G/L Realized G/L Sale Trade Settle Security Description CUSIP Par Proceeds Interest Total Cost Amort Cost Method BUY 10/24/14 10/27/14 FANNIE MAE GLOBAL NOTES 3135G0VA8 445,000.00 (446,188.15) (166.88) (446,355.03) DTD 02/15/2013 0.500% 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 10/20/2011 1.400% 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 3135GDJA2 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) 3130A1U5 700,000.00 0.00 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 1 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02587DEU8 200,000.00 200,000.00 0.00 200,000.00 (2,420.00) 0.00 DTD 10/20/2011 1.400% 10/20/2014 10/24/14 10/24/14 INDEPENDENCE BK OWENSBOR 45340KCL1 250,000.00 250,000.00 0.00 250,000.00 0.00 0.00 DTD 10/24/2012 0.500% 10/24/2014 Transaction Type Sub-Total 450,000.00 450,000.00 0.00 450,000.00 (2,420.00) 0.00 Managed Account Sub-Total 3,811.85 34,252.42 38,064.27 (2,420.00) 0.00 Total Security Transactions $3,811.85 $34,252.42 $38,064.27 ($2,420.00) $0.00 Page 12 PFM Asset Management LLC Important Disclosures This statement is for general information purposes only and is not intended to provide specific advice or recommendations. PFtVI Asset Ivlanagement LLC ("PFM") is an investment advisor registered with the Securities and Exchange Commission, and is required to maintain a written disciosure 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 activity 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 statement and the PFM statement 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 PFM does not have the authority lo withdraw funds from or deposit funds to the custodian. Our clients retain responsibility tor their internal accounting policies; implementing and enforcing internal controls and generating ledger entries or otherwise recording transactions. Market Value Generally. PFM's market prices are derived from closing bid prtces as of the last business day of the month as supplied by Interactive Data, Bloomberg or Teierate. 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PA 17101 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 Description Face CUSlP/Ticker Amount/Shares Cost Value Book Value Market Value YTM @l Cost Accrued Interest Days To Maturity % of Portfolio Certificate Of Deposit 1,000,000.00 1,000,000.00 1,000,000.00 1,000,202.25 0.463 126.71 250 24.27 Local Government Investment Pool 1,120,533.57 1,120,533.57 1,120,533.57 1,120,533.57 0.261 0.00 1 27.20 US Agency 2,000,000.00 1,999,250.00 1,999,766.34 2,000,549.00 0.201 1,250.41 134 48.53 Total / Average 4,120,533.57 4,119,783.57 4,120,299.91 4,121,284.82 0.281 1,377.12 126 100 m X Q-> Tl 0) CQ CD cn •vl o -^^ 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 Beginning Description CUSIP/Ticker Date Cost Value Interest Earned During Ending Credit Credit Ending Buy Sell Ending Cost Period- YTM @) Rating Rating Maturity Days To Principal Principal Value Ending MV Interest/Dividends MV Cost 1 2 Date Maturity CERTIFICATE OF DEPOSIT BBCN Bank O.S 8/18/2015 Farmers & Merchants Bank 0.15 12/24/2014 073296AZ8 11/18/2013 250,000.00 0.00 0.00 250,000.00 250,202.25 CD7265 6/25/2014 500,000.00 0.00 0.00 500,000.00 500,000.00 Independence Bank 1.05 CD528059049 6/21/2013 6/21/2016 250,000.00 0.00 0.00 250,000.00 250,000.00 Sub Total/Average Certificate Of Deposit 1,000,000.00 0.00 0.00 1,000,000.00 1,000,202.25 102.74 106.16 0.500 NR NR 61.64 63.69 0.150 NR NR 215.85 223.04 1.050 NR NR 380.23 392.89 0.463 8/18/2015 291 12/24/2014 54 6/21/2016 599 250 LOCAL GOVERNMENT INVESTMENT POOL LAIF LGIP UIFCRA 3/31/2009 1,118,593.71 1,939.86 0.00 1,120,533.57 1,120,533.57 Sub Total/Average Local Government Investment Pool 1,118,593.71 1,939.86 0.00 1,120,533.57 1,120,533.57 1,939.86 1,939.86 0.261 NR NR 1,939.86 1,939.86 0.261 N/A m X T Q) CQ CD cn 00 o —h Oi us AGENCY FFCB 0,22 7/9/2015 FHLB 0.125 11/18/2014 Sub Total/Average US Agency Total / Average 3133EDBE1 12/20/2013 999,500.00 3130A0C81 11/19/2013 999,750.00 0.00 0.00 999,500.00 1,000,525.00 0.00 0.00 999,750.00 1,000,024.00 1,999,250.00 0.00 0.00 1,999,250.00 2,000,549.00 4,117,843.71 1,939.86 0.00 4,119,783.57 4,121,284.82 0.00 189.44 0.252 ^°L^^' S&P-AA+ 0.00 107.64 0.150 ^aL^' S&P-AA+ 7/9/201S 251 11/18/2014 18 0.00 297.08 0.201 2,320.09 2,629.83 0.281 134 126 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 Description Face CUSIP/Ticker Amount/Shares Cost Value Book Value Market Value YTM @ Cost Accrued Interest Days To Maturity o/o of Portfolio Certificate Of Deposit 575,000.00 575,000.00 575,000.00 575,022.28 0.604 157.87 366 13,93 Local Government Investment Pool 1,126,101.34 1,126,101.34 1,126,101.34 1,126,101.34 0.261 0.00 1 27.29 US Agency 925,000.00 924,856.25 924,883.88 924,525.28 0.228 401.31 361 22.41 US Treasury 1,500,000.00 1,500,747.50 1,500,621.37 1,501,132.94 0.244 578.65 446 36.37 Total / Average 4,126,101.34 4,126,705.09 4,126,606.59 4,126,781.84 0.295 1,137.83 294 100 m X > Tl CD (Q (D cn CD o -H G) 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 Settlement Description CUSIP/Ticker Date Beginning Buy Sell Ending Cost Cost Value Principal Principal Value Interest Earned During Ending Credit Credit Ending Period- YTM ® Rating Rating Maturity Days To Ending MV Interest/Dividends MV Cost 1 2 Date Maturity CERTIFICATE OF DEPOSIT Farmers and Merchants Bank CD16646806 0.25 9/18/2015 GE Capital Bank 0.55 4/13/2015 Independence Bank 0.9 10/6/2015 Independence Bank 1.05 6/21/2016 36160JYL6 9/18/2014 10/11/2013 250,000.00 75,000.00 0.00 0.00 250,000.00 0.00 0.00 75,000.00 CD526841368 10/6/2014 0.00 125,000.00 0.00 125,000.00 CD528450287 6/21/2013 125,000.00 Sub Total/Average Certificate Of Deposit 250,000.00 75,022.28 125,000.00 0.00 0.00 125,000.00 125,000.00 450,000.00 125,000.00 0.00 575,000.00 575,022.28 51.37 53.08 0.250 None None 9/18/2015 322 206.82 35.04 0.550 NR NR 4/13/2015 164 0.00 77.05 0.900 None None 10/6/2015 340 107.92 111.52 1.050 NR NR 6/21/2016 599 366.11 276.69 0.604 m X Q-> Tl Q) CQ CD G> O O —h Oi LOCAL GOVERNMENT INVESTMENT POOL Local Agency Investment LAIFHA 6/19/2013 Fund LGIP Sub Total/Average Local Government Investment Pool 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 US AGENCY FFCB 0.21 11/27/2015-14 FHLB 0.125 7/30/2015 FHLB 0.57 9/30/2016-14 3133EDM82 6/26/2014 3130A2S36 8/27/2014 3130A2AD8 7/16/2014 Sub Total/Average US Agency US TREASURY 924,856.25 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 150,000.00 0.00 0.00 150,000.00 624,856.25 0.00 0.00 624,856.25 150,000.00 0.00 0.00 150,000.00 149,923.95 624,696.88 149,904.45 0.00 0.00 924,856.25 924,525.28 293.57 293.57 0.261 NR N/A 293.57 293.57 0.261 0.00 27.13 0.210 S8.P-AA+ ii/27/2015 Aaa Moodys-0.00 71.25 0.570 S8.P-AA+ 9/30/2016 Aaa 0.00 165.65 0.228 392 272 361 Earned Description CUSIP/Ticker Settlement Date Beginning Cost Value Buy Principal Sell Principal Ending Cost Value Ending MV Interest/Dividends During Period-MV Ending YTM @ Cost Credit Rating 1 Credit Rating 2 Maturity Date Ending Days To Maturity T-Note 0.25 10/15/2015 912828TT7 8/27/2014 500,625.00 0.00 0.00 500,625.00 500,508,00 625.00 106.18 0.140 S8.P-AAA Moodys-Aaa 10/15/2015 349 T-Note 0.25 4/15/2016 912828UW8 8/27/2014 499,185.00 0.00 0.00 499,185.00 499,648.44 625.00 106,18 0.350 S8.P-AAA Moodys-Aaa 4/15/2016 532 T-Note 0.375 1/31/2016 912828B41 8/27/2014 500,937.50 0.00 0.00 500,937.50 500,976,50 0.00 157.95 0.243 S&P-AAA Moodys-Aaa 1/31/2016 457 Sub Total/Average US Treasury 1,500,747.50 0.00 0.00 1,500,747.50 1,501,132.94 1,250.00 370.31 0.244 446 Total / Average 4,001,411.52 125,293.57 0.00 4,126,705.09 4,126,781.84 1,909.68 1,106.22 0.295 294 SERVICE #1 - BANKING SERVICES RFP FOR BANKING AND RELATED SERVICES PRESENTED TO: PRESENTED BY: Ibank February 20, 2015 Veronica Vlllasenor Vice President, MPP Relationship Manager Government Banking Division 858.522.0259 veronica.viilasenortStusbank.com EXHIBITS Page 1 of 50 Agreement This proposal contains certain nonpublic information about U.S. Bancorp and its subsidiaries and affiliates that we deem proprietaiy and confidential. U.S. Bank acknowledges, however, that disclosure of various nonpublic infonnation may be made pursuant to a lawful public records request (California Public Records Act-Government Code 6250-6270). By your acceptance of these materials, you also acknowledge that U.S. Bancorp is not committing to extend credit or render sejwices to you or any other person. For purposes of this proposal, we may have relied upon financial information provided to U.S. Bancorp by your authorized representatives or officers. You agree that U.S. Bancorp is not responsible for the completeness or accuracy of such information. This proposal has been prepared for discussion puiposes only. Eitlier party may exit the agreement witli a 90 day prior written notice. EXHIBIT B Page 2 of 50 Government Banking Division LM-CA-1021 11988 El CaminoReai Suite 100 San Diego, CA 92130-2592 858.522.0259 direct 858.523.4299 fax 877.295.2509 customer SVC February 20, 2015 Michelle Baniiigan, Assistant Finance Director City of San Juan Capistrano 32400 Pasco Adelaiito San Juan Capistrano, CA 92675 Dear Michelle: Thank you for including U.S. Bank in your Request for Proposal for Banking and Related Services for the City of San Juan Capistrano (the City). We arc in receipt of Addendum ff\n 1/28/15 and Addendum #2 on l/29,n 5. We are eager to present you with respon.ses to each of the four services in your comprehensive RFP document, lite bank branch located nearest the City offices is at 33621 Del Obispo St Stc, A, in Dana Point, however the project and relationship will be managed by your dedicated Relationship Manager, Veronica Viilasenor, whose office is located in San Diego (address above). We have read and can comply with all tcnns and conditions of the RFP, U.S. Bank is delighted for the opportunity to expand our partnership with the City, having served as your provider of bond trustee sendees since 2008, and as your current provider of purchase card services via U.S. Bank's CAL- Card program since 2004, We arc extremely appreciative of our current business with tlie City and are honored that you arc considering an expansion of our relationship via this RFP for Banking and Related Services. Our goal is to provide the right offer with the right solutions to become the right partner. We believe U.S. Bank is best positioned to help you achieve your goals and we hope you will agree. The Right Offer We have structured a financial package that we hope you will find compelling and of interest. Offer highlights include: • Premier pricing - competitive pricing discounts ba.sed on the strength of our cuirent relationship. • An above market Earnings Credit Rate of 0.40%. • Zero implementation costs and set up fees. • Relationship Transition Credit of $20,000 to be used toward banking and merchant service fees over the course of a 5-year contract ($4,000 per year of the contract, to be credited yearly). a Transition Expertise ~ As your Relationship Manager leading the banking team, I have extensive experience in leading organizations through the process of changing banks. EXHIBIT B Page 3 Of 50 The Right Solutions U.S. Bank is known for being an innovative company with a comprehensive suite of services that can meet and exceed the City's service needs in the realms of banking, custody, credit card processing and lockbox services. In fact, designing payment systems for the Public Sector is our forte. Our approach to Treasury Management is highly consultative. Our goal is to finsi understand your banking and lockbox needs to then uncover potential areas of efficiency to design a customized solution. Our proccs.s begins with a fonrsal Working Capital consultation in which we "map" your workflows and cash flows. As part of this proposal, U.S. Bank will offer this consultation free of charge. Further, with over 4,000 clients and $1 trillion in assets under administration. U.S. Bank's Institutional Trust and Custody group has the experience and scale to offer a solutjon that allows you to conduct your business with greater confidence and efficiency. Our services arc a core, stand-alone division within our Wealth Management and Securities Services (WM&SS) division, which contributes almost 10% to the bank's bottom line. In addition, our Merchant Seivice offerings via U.S. Bank Payment Solutions/Elavon, a wholly owned subsidiary of U.S. Bank, empower customers to receive the added benefit of same day credi! and next day availability on all credit/debit card deposits if depositing into a U.S. Bank account. A number of municipal customers enjoy the benefits of our symbiotic banking and merchant service offerings, such as the City of Lagima Niguel and the San Diego Aiipoi t. Finally, providing the right solutions requires the highest level of customer service. U.S. Bank's overall customer satisfaction and loyalty scores continue to exceed industiy averages. When surveyed, our government customers consistently award us a 99.75% customei" satisfaction rating. The Right Fanner Working with U.S. Bank means the City benefits from one of the highest rated, most .stable financial instilutions in the country. U.S. Bank is in a perfect position to grow even stronger in a recovering economy. Through our public sector specialty, we provide banking services lo over 90% of governmental entities in California. This means we are not only a reliable choice, but thai we may be able to share more best in class govcniment practices than anyone. .Also, as your designated U.S. Bank Relationship Manager and primary point of contact with over a decade of banking experience, I am thoroughly committed to the public sector, with a Master's Degree in Public Policy from liaiward University's Kennedy School of Government, and a Bachclor'.s Degree from Princeton University's Woodrow Wilson School of Public and Intcmational Affairs. Should you need further infonnation, please do not hesitate to contact me. We look forward to meeting to discuss our proposal in more detail. This proposal and the pricing herein are valid for 180 days from the submittal dale of February 20, 2015. Sincerely, Veronica Villaschor Vice President & Relationship Manager EXHIBITS Page 4 of 50 Tab A - Table of Contents Tab B - Bank Services to Public Sector 1 Tab C - References 6 Tab D - CoUateralization of Deposits 7 Tab E - Deposit Compensation 8 Tab F - Demand Deposit Accounts 11 Tab G - Automated Clearing House (ACH) Services 12 Tab H - Wire and Other Transfers 15 Tab I - Deposit Transmittal Process 18 Tab J - Payroll Tax Processing 21 Tab K - State Actlvity/LAIF Transfers 23 Tab L - Bill Concentration Service 25 Tab M - Balance and Detail Reporting 26 Tab N - Daylight Overdraft Protection 31 Tab O - Conversion Plan 32 Tab P - Business Continuity Plan 35 Tab Q - Banking Services Bid Form 38 Tab R - Sample Reports to Submit 43 Tab S - Relevant Contract, Agreements and Statements to Submit 44 Tab T - Financial Statements and Ratings 45 Tab U - Sample City Agreement, Mandatory Insurance and Business License Requirements 46 Tab V - Service Enhancement and Industry Best Practices 49 EXHIBIT B Page 5 of 50 Tab B - Bank Services to Public Sector Institution Overview - General overview of the financial institution, governmental client services philosophy, corporate organization, including identification of the government scrHces 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. Headquartered in Minneapolis, Minnesota, U.S. Bancoip, with assets of $391 billion at the end of tliird quarter 2014, is a diversified financial services holding company and the parent company of U.S. Bank, the nation's fifth-largest commercial bank. In 2014, U.S. Bank was named Fortune magazine's Most Admired Superregional Bank for the fourth consecutive year. U.S. Bank is recognized for delivering consistent, industry-leading financial results, practicing prudent risk management, generating high levels of capital and developing innovative services and delivery chamiels. U .S. Bancorp offers a wide range of financial products and services through four major lines of business: Consumer and Small Business Banking, Wholesale Banking and Commercial Real Estate, Payment Services, and Wealth Management and Securities Services. U.S. Bank has 17.9 million customers and more than 67,000 employees. For more than 150 years, U.S. Bank has grown to operate 3,177 banking offices and 5,026 bank- branded ATMs and provides a comprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payments seivices products to consumers, businesses, government entities and institutions. U.S. Bank was ranked number one as the most trusted retail bank for customer privacy and data security by the Ponemon Instihitc, a research group dedicated to responsible information management and security in business and government, for the seventh consecutive year. Global Finance (October, 2013) again ranked U.S. Bank one of the World's 50 Safest Banks; and Money Magazine (October, 2013) named U.S. Bank one of the Best Banks in America. American Banker (October, 2014) honored U.S. Bancorp women, Pam Joseph #4 and Leslie Godridge #16, in the magazine's "Most Powerfhl Women in Banking" annual issue. Ongoing investments, initiatives and prudent management practices have given U.S. Bank a competitive advantage, allowing the Company to operate from a position of strength, scale, growth and profitability. This position creates advantages for our shareholders and investors, our customers, our employees and our communities — and supports the recovery and strength of our nation's economy. We continue to manage, invest and innovate to further extend this advantage. U.S. BANK City of San juan Capistrano. (page 1 EXHIBIT B Page 6 of 50 This proposal does not include a correspondent bank relationship. The U.S. Bank branch locations nearest City offices arc located at: 33621 Del Obispo St Stc A Dana Point, CA 92629 30000 Town Center Dr Laguna Niguel, CA 92677 111 CorjwrateDrSte 100 Ladera Ranch, CA 92694 1051 Avenida Pico San Clcmentc, CA 92673 989 Avenida Pico San Clemente, CA 92673 U.S. Bank's holidays are: • New Year's Day • Martin Luther King, Jr. Day m Presidents Day • Memorial Day • Independence Day • Labor Day • Columbus Day • Veterans Day • Thanksgiving Day • Christmas Day 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 coUateralization 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? As California is a Pool, we monitor that the market value that covers all the customers within the Pool. Their securities are pledged at a minimum of 110%. As of 1/31/2015 public deposits on deposit m the pool totaled $576,782,526.70 and market value of the securities pledged was $790,588,344.97. U.S. Bank pledges and maintains qualified securities as deposit collateral in compliance with California Government Code and other applicable laws. The Bank agrees to comply with requests as needed by the City's auditors. Teams of industry specialists make up our Covcmmcnt Banking Division serving your specific segments across the United States. There are seven relationship management groups that focus on managing the needs of state and local government; together they manage nearly 5,000 relationships with: • State govermnents • City and county governments • School, water and healthcare districts • Sanitation and other special purpo.se authorities BP U S BANK •i^''" Capi'sirano. | page 2 EXHIBITS Page 7 Of 50 • Specialized authorities • Housing authorities a Public institutions of higher education In California specifically, we have 275 government banking relationships. In fact, across all of our business units such as treasury management, card products and cor|3orate trust services, we work with 44 out of 50 states and do business with over 90% of the goveinmcntal entities in the state of California. We currently support 18 state agencies/departments and provide primary banking services for Idaho, Kansas, Miraicsota, Montana, Nebraska, Oregon, Utah, Washington and Wisconsin. Significant banking relationships include the states of Alaska, Arkansas, California, Illinois, Iowa, Ohio and Tennessee. Growing relationships include: Arizona, Colorado, Indiana, Kentucky, Missouri, Nevada, North Dakota, South Dakota and Wyoming. Emerging relationships include: Connecticut, Florida, Georgia, Maine, Michigan, North Carolina, Oklahoma, Pennsylvania, Texas and the District of Columbia. Technology is essential to the delivery of our sei-vices. U.S. Bank invests strategic amounts of resources to develop only the most current and proven tcclinology available, as we will expand on later in tliis proposal when we provide more detailed information about services that are specific to the City's needs and goals. 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. U.S. Bank's Government Banking Division is a National Team with coverage throughout our footprint. Our clients range from entities of the Federal government, to State agencies, as well as municipalities and special districts. The California-based public banking unit is comprised of five Relationship Managers each dedicated to a specific geographic tciTiloiy. Veronica Viilasenor will serve as the City's Relationship Manager. She is supported by a diverse team of product specialists in the treasury management, merchant services, purchase card and branch banking. The City's Treasury Management Consultant is Alice Waixen. Veronica Viilasenor, Relationship Manager, Government Banking Division Veronica has over a decade of government, finance and banking experience, the depth and breadth of which she draws upon in her consultative approach to the development and management of client relationships. Professional Experience • Vice President and Relationship Manager for Government Banking - 2008 to present • Business Banking Officer - 2006 to 2008 • Regional Business Microloan Portfolio Manager - 2005 to 2006 • Real Estate Sales and Lending Officer 2002-2005 • U.S. BANK Cily of San Juan Capisirano i page 3 EXHIBIT B Page 8 Of 50 • Account Manager and consultant to public and non-profit clients on capital campaigns and development • Bond Portfolio Relationship Manager - 1998 to 2000 Educational Background • Masters in Government and Public Policy from Harvard University • Bachelors in Government and Public Policy from Princeton University Government Banking Clients Include: • The Irvine Ranch Water District • The Irvine Unilied Scliool District • The Orange County Health Authority (CalOptima) • The City of Lake Forest • The City of Laguna Niguel • The City of Mission Viejo Areas of Expertise • Diagnostic, thorough review of flnanciaPbanking relationships, consultative prescription of banking solutions • Transition, on-boarding and implementation of new banking systems for commercial clients • Broad-based expertise and training in local government administration, operations and management • Project management of govcmment/non-profit endeavors • Cultivation of public/private partnerships and the harvesting of harmonious business synergies Alice Warren, Sales Consultant, Treasury Management Division Alice is the Treasury Management Consultant for our customers in Inland Empire and Orange County. Alice has over 18 years banking experience (commercial, government banking, HOA, community banking). Professional Experience • Treasury Management Consultant, VP - 2000 to present • Business Banking Officer - 1998-2000 Educational Background • .Master's in Business Administration from Peppcrdinc University • Bachelors in Business Administration from University of Hawaii • Certified Treasury Professional since 2007 Areas of Expertise • Diagnostic, thorough review of financial/'banking relationships, consultative prescription of banking solutions U S. BANK City of San Juan Capist/ano. | page 4 EXHIBIT B Page 9 Of 50 • Transition, on-boarding and implementation of new banking systems for municipal and commercial clients Compliance and Exception - Include a statement to confirni the bank's compliance to the specific minimum qualifications in item a, listing any exceptions to required services. U.S. Bank meets and exceeds the qualifications listed in item a, "Minimum Qualification". • U.S. BANK City of San Juan Capistrano,) page 6 EXHIBITS Page 10 of 50 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 The following are cuiTent clients and willing to sen'c as references for the City on behalf of U.S. Bank. They were selected as references on the basis of their being public agencies with similar scopes of service utilization as pertinent to this RFP. More client references can be provided upon request. http:// wwrw.ci.laguna-niguel.ca.us Contact name and title: Steve Erlandson, Finance Director N ame of agency: City of Lagima Niguel Telephone number and email address: (949) 362-43.58, serlandson(fl]citYoflagunanigueI.org Number of years as customer: 24 Services provided: Treasury Management Services (DDAs, SinglePoint online banking, Positive Pay, Wire Transfers, Cash Vault, ACH), credit card processing/merchant services via U.S. Bank Payment Solutions/Elavon www.citv-lakeforest.com Contact name and title: Keith Neves, Director of Finance Name of Agency: City of Lake Forest Telephone number and email address: (949) 461-3431, kneves/djlakeforestca.gov Number of years as customer: 22 Services provided: Treasury Management Services (DDAs, SinglePoint online banking, ACH, Positive Pay, Wire Transfers, Cash Vault) CAL-Card purchase cards http://citYofmissionvieio.org/ Contact name and title: Cheryl Dyas, Director of Administrative Services Name of agency: City of Mission Viejo Telephone number and email address: (949) 470-3059, cdYas@citYofjmissionviejo.org Number of years as customer: 1.5 Services provided: Treasury Management Services (DDAs, SinglePoint online banking. Positive Pay, Wire Transfers, Wliolesale Lockbox, Cash Vault, ACH, Safekeeping) U.S. BANK City of San Juan Capistrano, | page 6 EXHIBIT B Page 11 of 50 Tab D - CoUateralization 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. • What types of securities are used as collateral? Can the City select the type of collateral used? Municipal bonds and mortgage-backed securities are typically used as collateral for agency deposits. We can facilitate a monthly statement listing of the securities being held as collateral that also reflects their market value. The State of Califomia Local Agency Administrator is only the party able to select/approve collateral types. • Which bank department is responsible for tracking deposits and monitoring collateral? U.S. Bank's Collateral Management department within our Corporate Treasury Division is responsible for tracking deposits and monitoiing collateral. U.S. Bank pledges and maintains qualified securities as deposit collateral in compliance with California Govemnient Code and other applicable laws. • What is the bank's current level ($ amount) of California public funds deposits and the related collateral? As Califomia is a Pool, we monitor that the market value that covers all the customers within tlic Pool. Their securities are pledged at a minimum of 110%. As of 1 /31/2015 public deposits in the pool totaled $576,782,526.70 and market valtie of the securities pledged was $790,588,344.97. We hold excess collateral to ensure we are more than fully compliant with State requirements. • What is the frequency of reporting to the State Treasurer's Office? We report deposits weekly and quarterly to the State of Califomia Local Agency. •* U.S. BANK City of San Juan Capistrano. | page 7 EXHIBITS Page 12 Of 50 Tab E - Deposit Compensation The City compensates lor 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. The Earnings Credit Rate is based on short-tenn interest rate trends. The ECR is calculated on average positive collected balances. U.S. Bank uses a managed rate approach closely modeled after trends in short-tenn U.S. Treasury securities. As a show of our commifment to build a lelatiomhip with the City, we arc pleased to offer an exception ECR of 0.40% for the life our new contract term. We use the following calculation to determine the earnings credit available to offset service charges: FCB X ECR X #DM / #DY = EC, where: • FCB - Adjusted Positive Collected Balance (100%) • ECR = Earned Credit Rate • #DM = Number of Calendar Days in the Month • #DY = Number of Calendar Days in the Year • EC = Earnings Credit U.S. Bank's premier ECR will benefit the City greatly, as it will significantly reduce tlie minimum collected balance required to offset banking fees. Thus, having this premier ECR would mean that any excess balances could be invested for a yield in other investment vehicles, such as LAIF. • List the financial institution's ECR for the past twelve (12) months. The below rates arc lower than the exception rate offered to the City of 0.40% January 2014 February 2014 March 2014 April 2014 May 2014 June 2014 .22% .22% .22% .22% .22% .22% July 2014 August 2014 September 2014 October 2014 November 2014 December 2014 .22% .22% .22% .22% .22% ,22% • Please explain, in detail, how and when the FDIC assessment is computed and charged. U.S. Bank does not charge a specific FDIC insurance assessment. A Deposit Coverage Fee is assessed each month and is a managed rate based on factors including bank incurred costs for " U.S. BANK '''''7 °*Capistrano, | page 8 EXHIBIT B Page 13 of 50 maintaining your deposits as well as other market indicators. The fee is assessed on the average ledger balance of the account for the montli. 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. Yes. The City may compensate U.S. Bank by whatever method is convenient or preferred. The standard method of paying the analysis service charge is to debit directly one of the analyzing accounts (designated by the City) on a monthly basis. The debit occurs on the tenth business day of the month following the month of service. At the discretion of U.S. Bank, the City may elect instead to be invoiced for the analysis service charge. However, this billing method includes an additional monthly processing fee. The City can compensate for service with fees, balances or a combination of the two. U.S. Bank first applies earnings credit allowance balances to offset fees and then assesses remaining fees as direct charges. There is no 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 aimually? How long can any excess balances be carried forward to apply to charges in future billing periods? The bank's settlement period is monthly with the DDA being charged on the tenth busmess day of the month. However, we are happy to accommodate whatever the City requires and can offer quarterly, semi-annual or annual settlement if requested. Excess earnings credit is eliminated at the end of each billing period. Please explain exactly what type of items and services can be applied against the City's account analysis in addition to standard bank services. Many items and seivices can be applied against account analysis in addition to standard bank services, provided that they are banking-related. These services include but are not limited to messenger service, annored carrier, check stock, supplies, custody services, etc. Your Relationship Manager will work with the City to ensure tliat these fees arc passed through account analysis and included as part of these monthly charges. What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? If errors arc discovered on an account analysis statement, EJ.S. Bank can resolve the problem in one of several ways. • Refund the overcharge directly back lo the account. U.S. BANK City of San Juan Capist/ano.) page 9 EXHIBIT 8 Page 14 of 50 • Re-analyze that month's activity, which includes reversing the incorrect charge and debiting the coiTect fee. • Apply an activity credit to the next month's analysis. For this option, the Bank needs to obtain the corrected information before month end to reflect an adjustment on the next account analysis statement. The time it takes for adjustments to take effect varies on the amount and magnitude of the adjustment; larger amounts require varying levels of internal approvals, for instance. Your Relationsiiip Manager would be committed to expediting tliese adjustments so that they are applied as soon as possible. Once a credit is processed and posted it typically shows within a customer account within less than 24 hours. 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. If an account becomes overdrawn, overdraft fees arc assessed whether or not the item is paid or returned. In most ca.ses, the fees are charged through tlie analysis system and can be offset by the earnings credit allowance. Negative collected balances are calculated and do incur a charge as part of the monthly analysis as well and can be offset with the earnings credit allowance as well. A charge for negative collected balances may also apply. The negative collected balance for each day is totaled and divided by the number of days in the month to produce an Average Negative Collected Balance, The fee is calculated as follows: (Average Negative Collected Balance x Rate) x Actual Days in the Month/360. U.S. Bank's standard Negative Collected Funds rate charged is Prime +4%. This fee could be offset with earnings credit. The exception Earnings Credit Rate we are offering the City of 0.40% is good for the life of the contract. If the City sees an issue with charges on the Account Analysis it can contact Commercial Customer Service or its Relationship Manager. U.S. BANK City of San Juan Capistrano, | page 10 EXHIBIT B Page 15 Of 50 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. U.S. Bank can accommodate the City's current account structure. Below is a proposed design that incorporates relevant services: SAMPLE CITY ACCOUNT STRUCTURE ri[:ni Fhystcai DepoiJ/s at Loca 'i Branui City Hoasino Authwtty Chfskma Aceoum SH8,4QS Ct(y Successor Agency Ch^kmg Account City e?te<yfig Accaum S3,4S7.C8D /' SanKing Servioes -4 DDA accounts •GtP.giePc nl oaiifte banking •rayrsR tax prcicsssing •Baianos- 3Xi'-i detaJ repcrt-ng •f csftve Pay 'ACH creoA. anc ccfcils (for payrslt. auto iJebit fo? oniine bdl! cofiecton) •Wrt arW other trinsfess (H-dyding LA'F) •D.ayh9r<t Overdraft Protection •An--fiote-<f CsT •Gssn -Vi.'.''<.it;sal« Lockbox vYTh iTiage services •Bill Concentration- serv ces * U.S. BANK Cit/ of San Juan Capistrano \e 11 EXHIBIT B Page 16 of 50 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. U.S. Bank offers multiple options and backups for the City to originate ACH transactions: our ACH Direct Transmission seivice; and through SinglePoint, our online treasury management application. • ACH Direct File Transmission - With ACH Direct File Transmission, (he City or its third- party provider transmits the disbursement or collection transaction information in a National Automated Clearing House Association (NACHA) formatted data file, EDI fomiat, or custom format to U.S. Bank. The bank processes the transactions through the Automated Clearing House System (ACH) and funds are debited from or credited to the City's accoimt on the settlement date. ACH credits or debits can be made to personal and,/or business accounts. The City may transmit their ACH Direct Transmission data file to U.S. Bank through a variety of methods. Currently, the direct transmission input deadline for same business day processing is 8:30 p.m. FT. Future-dated ACH transactions may be submitted up to 30 calendar days in advance of the settlement date. The File Confirmation Seivfice can be used as a complement to our file submission process. • U.S. Bank SinglePoint ACH enables tlie City to originate ACH transactions online through a Web browser. SinglePoint is a full-senrice ACH application that creates, stores and originates ACH transactions from any location at any time. Unique features include: m Robust, customizable import options suppoiting NACHA, CSV and fixed field file formats. • An export fimction that sends .ACH data from SinglePoint to other accounting applications. • A function that automatically updates transactions with detail provided in Notifications of Change (NOCs). • Option to send email notification of pending debits or credits to transaction receivers • Recurring batch schedules for automated transaction initiation on a predetermined or custom schedule • Ease of use: SinglePoint's interface pages, feedback messages and field and page help assist you with your entries • Detailed audit and activity reports that track vital system and user information • 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. To twinimize errors on files sent to the bank, U.S. Bank recommends processing prenotes for each distinct type of ACH transaction. The prenote is an excellent way to ensure that the bank ABA • U.S. BANK City of San Juan Capistrano. | page 12 EXHIBIT B Page 17 of 50 and receiver account number are accurate. U.S. Bank suggests initiating prenotes six business days in advance of live transmission in accordance with NACHA rules. U.S. Bank can provide an automatic file receipt confirmation within 30 minutes to one hour of receiving the City's ACH file. The ACH File Confimiation notification provides information from the file including: • File creation date and time • File ID modifier • Batch count • Entry and addenda • Debit and credit amount • Positive or negative confirmation regarding the file. For negative confirmations or to correct file/eiTors, the City would work with their Relationship Manager who will engage the appropriate support teams for further assistance. Our goal is to resolve errors as quickly as possible, however timing may vaiy based on the nature of the issue. • Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the flic from the City and when funds are debited from the Cit>''s account. U.S. Bank accepts ACH files until the below times in order to process within the same business day and provide next day credit. U.S. Bank follows established NACHA guidelines for posting ACH entries and making funds available on the eriective date. jlnput Method Cut-OffTimi Day Cycle Night Cycle Same Day Transfer SinglePoint ACH 7:00 p.m. PI (Domestic) 4:00 p.m. PT (International with FX) 7:00 p.m. PT (Domestic) 4:00 p.m. PT (International with FX) 7:00 p.m. PT (Domestic) FTP Transmission 8:30 p.m. PT 8:30 p.m. PT 8:30 p.m. PT PC-CPU (Asynchronous) 8:30 p.m. PT 8:30 p.m. PT 8:30 p.m. PT Terminal (Direct Transmission) 8:30 p.m. PT 8:30 p.m. PT 8:30 p.m. PT ACH Adjustment Requests 6:00 p.m. PT 5:00 p.m. PT n/a ACH Positive Pay Exception Decisions 5:00 p.m. PT 5:00 p.m. PT n/a 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. Yes, we have the capacity to accommodate the City's online bill collection service. U.S. Bank E- Payment Service provides a robust and highly configurable collections solution that can be U.S. BANK City of San Juan Capistrano | page 13 EXHIBITS Page 18 of 50 integrated with your existing systems. It offers you the ability to efficiently collect payments through multiple channels such as the Internet, Integrated Voice Response Unit (IVR), and through live agents in your call center, using a single, integrated solution. All payment transactions are made by direct bank account debit, credit card (Visa or MasterCard), ATM debit card, signature-based debit card, or stored value card with Visa or MasterCard logo. Once the payments are processed, the City receives consolidated reports and remittance data to update your receivables system. This back-office electronic payment infrastructure reduces your collection expense, while appearing transparent to payers. Pricing for E-Payment is not listed in this RFP due to the customized nature of this seivicc. U.S. Bank will be able to offer pricing infonnation once we have the opportunity to talk at length with the City about its specific needs and understand the scope of the service. U.S. BANK Dt/ of San Juan Capisirano. | page 14 EXHIBIT B Page 19 of 50 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. The following arc U.S. Bank's opening hours and cut-off times in Pacific Time for initiating wire transfers to ensure same day execution as indicated by the process the City chooses. The City may initiate wire transfers online using SinglePoint, over the telephone or tlirough mainframe batch wire. Input Method Type of Transfer Internet (SinglePoint) Voice or VRU CPU-CPU (Mainframe Batch Wire) Domestic Same Day Fedwire and Drawdown 5:30 a.m.-2:30 p.m. 5:30 a.m.-2:30 p.m. 5:30 a.m.-2:00 p.m. Same Day Internal 6:30 a,m.-4:00 p.m. 5:30 a.m.-4;00 p.m. 5:30 a.m.-2:00 p.m. Future Day Fedwire, Drawdovi/n and internal 5:30 a.m.-4:30 p.m. 5:30 a.m.-4:30 p.m. 5:30 a.m.-2:00 p.m. International* Same Day (USD) 5:30 a.m.-3:00 p.m. 5:30 a.m.-3:00 p.m. 5:30 a.m.-2:00 p.m. Same Day (Foreign Currency) 5:30 a.m.- 2:00 p.m. 5:30 a.m.-2:00 p.m. 5:30 a.m.-2:00 p.m. Future Day - 1 day only (USD) 5:30 a.m.-4:30 p.m. 5:30 a.m.M:30 p.m. 5:30 a.m.-2:00 p.m. Future Day - 1 day only (Foreign 5:30 a.m.-2:00 p.m. 5:30 a.m.-2:00 p.m. 5:30 a.m.-2:00 p.m. *Please Note: Inteniational wire transfers are sent on the day U.S. Bank is instructed to send it. The value dale defines the. date the beneficiaty should receive the funds within their account. However, U.S. Bank does not have control over an international hank and the process they use to complete the wire. • Describe the financial institution's incoming and outgoing electronic money transfer services. Include safeguards and security measures offered by your services. The table below details the bank's incoming and outgoing electronic money transfer services, and includes descriptions of security safeguards for each of the Bank's initiation methods. U.S. BANK City of San Juan Capisirano, j page 15 EXHIBIT B Page 20 of 50 Initiation Method Security Telephone: Volce-VRU (telephone) • A bank-issued User PIN is required to request all wire transfers. • U.S. Bank performs callback on all non-repetitive wire transfers initiated exceeding $10,000. • The City grants individuals callback approval authority as set forth in the Wire Transfer Agreement. LANed PC • U.S. Bank supports wire transfer initiation via LANed PC. Internet: SinglePoint m A password and User ID are required to log in to SinglePoint. • A Verisign token is required to enter the Wire Transfer service within SinglePoint. • A bank-issued User PIN is required to request ail wire transfers. • A Secondary Authorization (approver) is required on all free- form wire transfers. • Dollar amount limits are set for users for initiation and approval. • Cumulative dollar amount limits per day for initiation and approval are also available. • 128-bit SSL encryption through the browser encrypts the entire SinglePoint session. CPU to CPU: Mainframe Batch Wire • Internal security procedures, as defined by the City, are maintained on the City mainframe. • Please provide a description or sample of the institution's funds transfer agreement. How are the authorization levels established for transfers? Please sec Tab S - Relevant Contract, Agreements and Statements to Submit for a Sample Funds Transfer Agreement. All methods are subject to the same authorization rules unless otherwise noted. Callback confirmation conditions for free-form wire transfers vary by initiation method and initiation limits. Autliorization levels are established as follows: Free-form (non-repetitive) wire transfers, with the exception of those initiated via Mainframe Batch Wire, require at least one secondary approval (and can be set up to require up to three secondary appiovals). Repeat Codes are used for repetitive transactions and do not require secondary approvals, but optionally can be set up to require from one to three secondary approvals. Callbacks are not required for Repeat Code repetitive wire transfers. U.S. BANK City of San Juan Capistrano.) page 16 EXHIBIT B Page 21 of 50 Non-repetitive wire transfers initiated by Voice may receive a callback (according to conditions noted below). Initiation Method Callback Procedure Voice Initiated Callback for all non-repetitive wire transfers greater than $10,000 and/or exceeding the initiator's PIN limit. Batch Wire Callbacks for batch processing errors as appropriate. U.S. BANK City of San Juan Capistrano. | page 17 EXHIBIT B Page 22 of 50 Tab I - Deposit Transmittal Process The Cit>' currently niakcs physical deposits at the local branch. • Please identify your branch locations within five (5) miles of City Hall. U.S. Bank branch locations witbui five miles of City Hall include: 33621 Del Obispo St Stc A Dana Point, CA 92629 111 Corporate Dr Ste 100 Ladera Ranch, CA 92694 30000 Town Center Dr Laguna Niguel, CA 92677 1051 Avenida Pico San Clemente, CA 92673 989 Avenida Pico San Clemente, CA 92673 • Please describe the institution's required deposit preparation for check, currency and coin. Branch deposits do not require strapping of currency. U.S. Bank branches accept loose and rolled coin for deposit. It is not necessary to have separate deposit tickets for cash and for un-encoded check deposits, nor do they need to be in separate deposit bags. However, to have transaction detail for check and currency deposits report separately, use separate deposit tickets. Both U.S. Bank cash vaults and branches prefer loose coin deposits. Cash Vault Services recommends that deposited cash be in standard straps. Any deposits with excessive packaging may be assessed a higher fee. • 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? Cut-off times may vary depending on bow the City deposits its items. Our branches have a cut-off time of 5:00 p.m. Monday - Thursday and 6:00 p.m. on Friday for same day ledger credit. Saturday and Sunday deposit options are limited in the branches. Night drop depositories are available 24/7; however, posting delays may apply depending on processing .schedules. There are no additional charges for using night drop. • How would the City order cash vault supplies? How is payment made for such supplies? U.S. Bank prefers that deposit tickets and other supplies be ordered through the Bank in order to control quality. U.S. Bank works directly with a preferred vendor that ensures that proper specifications are met. • U.S. BANK City of San Juan Capistrano. | page 18 EXHIBIT B Page 23 of 50 Supplies can be applied against account analysis. Your Rclaiionsbip Manager will work witb tbe City to ensure tbat tbcse fees are passed tbrougb account analysis and included as part of tbese montbly charges. There is no mark-up for any of these items. Please describe in detail the financial institution's procedures for handling deposit adjustments. What documentation on discrepancies does the bank provide? Branch: For over-the-counter deposit discrepancies, tbe City can change and initial the deposit slip reflecting the adjusted deposit amount. Another option tbe branch has is to process tbe adjustment as a separate credit or debit transaction witb tbe deposit posting for tbe amount on tbe deposit slip. Tbe City is contacted for discrepancies over $50.00. Copies of adjustment advices may be picked up at tbe branch or mailed, or other special processing instructions may be established upon request. Special processing requests are subject to management approval. The branch adjustment advice provides tbe City witb tbe store name, location ff (if applicable), deposit date, original deposit amount, amount of tbe adjustment and description of the adjustment. Night deposit or post-verification deposit discrepancies may be processed as separate credit or debit transactions or the deposit slip may be adjusted, depending on the branch's contact witb the City and/or special written deposit adjustment procedures tbe customer has in place witli tbe branch. Any branch adjustment to a deposit ticket when tbe Cit>' personnel is not present requires tbat two tellers verify tbe deposit amount and initial tbe deposit ticket. Cash Vault Senticcs creates a separate customer deposit credit or debit adjustment for discrepancies. Cash Vault Services provides a duplicate carbon copy of the adjustment ticket to the preferred City location tbrougb tbe U.S. mail. Outsourced cash vaults may email or fax an adjustment report instead of sending back tbe actual carbon copy of tbe adjustment ticket. Deposit discrepancies over $100.00 initiate a call to an assigned customer contact. Cash Vault discrepancies arc easily identified by unique descriptions and customer location/store number IDs on Information Reporting application reports. Cash Vault Services provides denominational breakdown on tbe copy of tbe deposit adjustment ticket mailed to tbe City-assigned address. 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? Special instructions can be placed on U.S. Bank's returned item processing system tliat allows for returned items to be automatically redeposited one time, which is the maximum. Rcdeposited items are not reflected on tbe City's DDA accoimt or relumed item advices. U.S. BANK City of San juan Capistrano | page 19 EXHIBITS Page 24 of 50 U.S. Bank's standard service is to chargeback iteni(s) to the deposit account on the first return. We do not automatically redeposit any item witliout special instructions. U.S. Bank currently processes returned items at two Operations Centers: St. Paul, Minnesota and Portland, Oregon. Returned items are processed m an image-based environment using Touchless Reuirned Item Processing System (TRIPS) software. One of the most sophisticated in the industry. Average daily volume of items processed; • St. Paul 11,500 • Portland 4,000 Total 15,500 The City can establish special instmctions for: redcposits, email or, fax notification, mail advices/items to an alternate address, charge items to an alternate account or provide duplicate advice copies. Transmission of returned item information witb option images is also available. Online decisioning for current day items and reporting of previous day detail is available through SinglePoint. Special instmctions are available by account or location. As the City's retumcd items are processed by TRIPS, they go tbrougb a number of steps to determine processing procedures. Outlined below is a description of tlie critical steps that comprise that process: • U.S. Bank receives returned items within an image cash letter. • The MICR line of tbe item is read and compared against a captured item file created during tbe initial deposit process. • The retumcd item is matched to an associated deposit ticket on the captured items file. • Following tlic match, the system accesses the retumcd item special instmctions associated witb tbe item. • Returned items are processed according to documented procedures and any special instmctions on file for the account. • When retumcd items are foiwaided to the customer, the returned items are attached to an advice, A maximum of eight returned items can be attached to a single advice. For reconcilement purposes, each advice matches to a single debit on a customer's bank statement. U.S. Bank's processing of relumed items may result in tbe customer receiving multiple advices and debits on a given day. Multiple advices can be the result of many factors including segregation by store number, reject processing (bad MICR, mutilated item) and multiple cycles. Special instmctions are available to allow a consolidated debit for multiple advices by location or by account. However, because returned items arc processed at two different locations, a daily advice may be created by each return location. Focal Point Plus: Returned items are automatically labeled witb tbe customer-assigned number of the location and store that made the original deposit, regardless of what was in tbe MICR line of five original deposit ticket. Debits arc automatically made to tbe appropriate shadow account. Alternate returned item instmctions and returned item solutions arc available. • U.S. BANK City of San juan Capistrano. | page 20 EXHIBIT B Page 25 of 50 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. U.S. Bank lias multiple options for tax payments and reporting: • SinglePoint supports local, state and Federal tax payment fonnats. The formats are updated as they are received from government agencies and customers. • EasyTax supports local, state and Federal tax payments. Tax codes and formats are updated as they arc received from the agency or from customer notification. • U.S. Bank also subscribes to tbe NACHA State Tax Change Portal. Tax payment information can be imported into SinglePoint or manually entered. SinglePoint maintains over 1,300 federal, state and child support payment fonnats, to assist the City witb con-ectly formatting addenda entries. Additional specialized payment formats may easily be requested tlirough SinglePoint's electronic Add Form request. Once the tax payment transactions have been created or updated within SinglePoint, they must be initiated as batches (live transactions) to reach the bank for processing. As an alternative to SinglePoint, tax payments can be submitted via dfrect transmission or EasyTax. Transactions can be assigned effective dates that are up to 30 calendar days into tbe future and recurring batches can be requested for dates up to 12 months into tbe future. Detailed reporting for batches submitted to tbe bank is available for up to 45 calendar days after tbe submission date. The Internet tax payment service provides the following flinclionality: • Manage User Profiles—Once the City is setup on EasyTax, tbe City can manage its entitlements by adding or removing tax authorities and jurisdictions. • View Transaction History—View up to one year of transaction history via tbe Internet by payment jurisdiction. • Same Day Payment Deletion—If tbe City makes a payment in error the same day, the City can delete tbe payment tbrougb the Internet before tbe payment deadline same day. Additional EasyTax product characteristics for both access methods include: • Initiation — the City must initiate their tax payments at least one business day prior to the tax due date or liability date — it allows tbe flexibility of making a tax payment from one day before and up to 30 days in advance of payment due date. • Payment - tbe bank deducts tbe tax payment dollar amoimt from tbe City's U.S. Btmk business account the same business day that the City initiates the tax payment request. However, if tbe payment is made after tbe defined day's cutoff then it will be considered a next business day transaction. • Proces.sing - U.S. Bank sends tbe Automated Clearing House (ACH) payments based on tbe calculated due date to tbe appropriate taxing authority. •* U.S. BANK City of San Juan Capistrano, j page 21 EXHIBIT B Page 26 of 50 • Receipts - the City may be setup to receive its payment receipts via fax or U.S. mail, They can designate wliicb receipt method they prefer tbrougb tbe Internet or by calling EasyTax Customer Service. Based on their designation, they can also receive a fax or mail verification receipt acknowledging a tax payment was made. If they select none, they can view their receipt on the web, where they will need to log-on to tbe website and view their receipts. • Transaction history - tbe City may request a monthly or quarterly Recap Report sent via mail or fax, delete same day payments, and retrieve previous transactions. • Input timeframes - Customer input timeframes currently are: " Next business day pa3mient - 5:00 a.m. - 3:00 p.m. PT • Two business day payment - 3:00 p.m. - 8:00 p.m. PT • U.S. BANK City of San Juan Capistrano. | page 72 EXHIBIT B Page 27 of 50 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 transf er process. Are the transfers done by telephone, email, fax, wire transfer, etc.? How is the accuracy of tran.sfers assured? To initiate a LAIF transfer, the City calls the State's LAIF Desk. The Stale will notify the Bank of LAIF transaction request by 11:30 a.m. PT. Then our Ser\'ice Banker uses an online system for LAIF transfers. This enables tbe bank to add a descriptor on tbe City's bank statement identifying tbe LAIF transfer. The City can follow-up directly witb our Customer Service • What is the charge per transfer to LAIF? From LAIF? The charge per transfer to and from LAIF is a total of $10.00 ($5 to and $5 from). • 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? Our office in Sacramento maintains a direct DDA banking relationship with tbe State Treasurer's and State Controller's Offices. In addition to being a State depository bank, U.S. Bank has an excellent relationship witb both tbe Treasurer and Controller's offices. While, the bank maintains a direct DDA banking relation.sbip with tbe State Treasurer's Office, tbe State Controller's Office (SCO) does not maintain such a relationship witb the bank, as they issue warrants, not requiring a bank account, and wire transfers, which when initiated by tbe SCO, are debited from the State Treasurer's account. Electronic Funds Transfers (EFT) arc also initiated by tbe SCO. • Is the bank an approved State of California depository? Yes. U.S. Bank has been an approved State of Califomia depository since 1992. We can easily support both deposits and withdrawals between tbe City and LAIF. As one of eight authorized California State depository banks, the need to make expensive wire transfers to and from LAIF is eliminated. Procedures for LAIF Transactions .' • Cifice hours: 7:30 am. to Ji:15p.m ; • For san>e day tran.^actk)n, please call LAIF by 10:00 R.nu ^ • TrafisadiDa caiis teceK^d after IG.OO 3jr<. 'Mil be for the next bustness dav : • f^xinwrii M transactions (combinatiosn of deposits and Withdrawals) per morith ; • Minimum transact xsi amcxtn* S5.OC0. in tnaemetifs of a thousand ciollars ' • P-o.-'deat *A.a^* da/s ai VK*f=-*>C'iic<^fo-.-.iftxi ae.a ^ of StOmltion i>i mc e ; • 1 fanv.cticn', m:=y be re-qupsted 10 calsoda- dws m ad /ar.<v- r.f eftedtve dale . • P*"i'>' Jo f-u'id: tiaiisV.t an authorcpd >--'^an miis' ra I Alf lc. d: a lUaf tiaa^ic! or* • rbease nn'sp ;«!tip*jono cV!? Ati-di oe la r lo acca.<r<: arn-ii an;* o* ge iPfa -nfofn at OF afte' I iO FO 1) cur .lies wt; L-e available tor cadv ^aiisacffons • U.S. BANK City of San Juan Capistrano. | page 23 EXHIBITS Page 28 of 50 What is the charge for the deposit of State electronic payments? State warrants? The charge for the deposit of State electronic payments and State waixants would be identical to the fees incurred for Electronic Credits and Paper Credits, plus the corresponding costs per deposited item. Fees are detailed in Tab Q, Banking Services Bid Form. U.S. BANK Cit)' ol San Juan Capistrano. | page 24 EXHIBIT B Page 29 of 50 Tab L - Bil! Concentration Service • Does the bank have the capability to provide a bill concentration service? If so, please describe the service and any costs associated. Yes, the bank has tbe ability to provide bill concentration via our E-Lockbox service. U.S. Bank E- Lockbox electronically delivers consumer initiated Internet banking bill payments to the City in a single consolidated file. It allows tbe City to have an efficient and streamlined process to collect incoming payments that have been biitiatcd by consumers using different bill payment platforms or various financial institutions. U.S. Bank receives payments and remittance detail tbrougb various online banking bill pay networks. On tbe same day payments are received, we electronically credit the City's designated U.S. Bank account. Tbe remittance data is transmitted to the City in an EDI 820 or other mutually acceptable file format. The City can upload tbe remittance data directly into your accounts receivable system as you do today for paper remittances. Pricing is included in Tab Q using the City's Exhibit A sheet. • Integrate E-Lockbox info Your Collections Strategy—Whether the City leverages in-bouse capabilities or engage a third-party processor such as U.S. Bank for check payment processing, tbe City should consider the possible benefits of integrating E-Lockbox into its collection strategy: - more predictable settlement and cash flow - eliminate/reduce exception processing and costs associated - increased consumer satisfaction tbrougb prompt payment application • Improves quality of information—We prescreen pa>anent information by applying check digit routines to ensure account numbers are valid; cash application rejects are reduced. E-Lockbox will coordinate witb originators to receive scrub files to prescreen the payer files for data validity to make sure tbat tbe City's payer account number are correct prior going live. • Enables faster availability of funds and data efficiency—A same-day automatic credit is posted to the City's account for tbe total amount received, which reduces processing float and eliminates mail float. With a single credit per day for these transactions, reconciliation is made easier for you. • Provides Multiple Remittance Files Daily—Details of the credit are delivered electi-onically for easy posting to the Cily's accounts receivable system. We can deliver the file in a format that enables tbe City to implement tbe service without revising its current financial systems. • Easy reconciliation—A Biller Activity Report provides you with an casy-to-rcad report listing transactions that post to your settlement account, including remittance totals, returns, and stop payment information. • Provides control over the payments that post to your account— Our biller .stop payment process allows tbe City to provide information about payments that it does not want to post to tbe City account. These payments will be automatically returned to the bill payment service provider. • Simplifies internal operations—Our dedicated E-Lockbox Support Group can process returns, nolif>' bill pa>'ment service providers of account number corrections, and initiate biller updates through the network on tbe City's behalf. U.S. BANK Ci^ of San Juan Capisirano.) page 25 EXHIBIT B Page 30 of 50 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 systcin(s) including a list of all services provided and its respective costs. The tool that the City will use to access all services, monitor account activity, transfer and manage money, prevent fraud, place stops and develop reports for all of your treasury management needs is U.S. Bank's proprietary SinglePoint system. SinglePoint has been developed and is supported entirely in-bouse by U.S. Bank. Pricing is included in Tab Q using the City'sExhibit A sheet. The SinglePoint team engages bimdreds of customers during product development cycles to ensure new features meet customer needs. The SinglePoint team implements hundreds of feature enhancements annually in direct response to customer requests. Monitor Account Activity Account Reconciliation Adjustments Cash Fo.reasting General Ledger Reconciliation image Access image File Deliver)' Informatton Reporting tockbo*!-Image Look Returned item Dedsioning Prevent Fraud ACH Positive m issue Maintenance Positive Pay (Previous Day and Same Day) Reverse Positive Pay stop Payments Multi-Bank Repoiting Consolidate Inforitiation 'rem all banks into US Bank Reporting throudi Data Exchange Transfer and Manage Money ACH, ACH Aojuslments ACH Additional Services Book Transfer Cash Vault EiearoriicCash Letter Deposit Inveslments On-Sitc- Electronic Deposit VVre Transfer Control Access and Stay Informed Custo.mer Service launchPoni Personal Sf Hws U.S. Bank SinglePoint, our integrated suite of treasury management ser\'ices, allows tbe City to monitor its financial position and achieve new levels of efficiency by bringing our powerful banking services together into one easy-to-use website. • Monitor account activity • View images • Transfer and manage payments • Process and deposit collections • Prevent cheek and ACH fraud U.S. BANK City of San Juan Capistrano.) page 26 EXHIBIT B Page 31 of 50 • Control employee access There are a number of factors that differentiate U.S. Bank SinglePoint lnfo:-mation Reporting from other providers. • Robust filtering and customization capabilities, allows the City lo drill down to specific transaction details for efficient cash management and reconciliation. • Retains 45 days of previous day data tbat can be optionally expanded to 60 or 90 days. SinglePoint also retains 10 days of data in current day report fonriat. • Enables users to save customized reports and share them witb other users. • Information reporting pages provide direct access to other actions, such as to view a check's image related to tbat transaction or to transfer funds between accounts. • Complete wire transfer details appear in previous day and current day detail reporting. • Exports data in BA12 and Comma Separated Value (CSV) Excel spreadsheet formats. • Web-based architecture provides direct and real-time, access to data. • Access previous day information on accounts from other financial institutions. • Robust report delivery sendee allows users to configure report requests and route them via email or transmission channels. What are the current computer hardware and software specifications for the financial institution's on-line system? SinglePomt tectmical requirements are stated below at supported and optimal levels: Component Supported Optimal Operating System Windows XP® with SP3 Windows Vista® Windows® 7 Apple Mac OS X Windows Vista" Browser Windows Internet Explorer'" 7, 8 or 9 Mozllla Firefox® 3, 4 or 5 (or current version) Windows Internet Explorer® 8 Windows Internet Explorer'" 7, 8 or 9 Mozllla Firefox® 3, 4 or 5 (or current version) Screen resolution 1024x768 1024x768 or higher At what time (Pacific Standard Time) is prior day information available? Can the City obtain current day information? Previous day information is available by 6:00 a.m. PT. Current day information is updated at different times for different applications and different processing sites. Type of Data Update Schedule Wire transfer Updated continuously and in real time. information ACH Data Updated twice during business hours: 5:00 a.m. and 8:00 a.m. PT. U.S. BANK °' 5an Juan Capisirano | page 27 EXHIBIT B Page 32 of 50 Type of Data Update Schedule Deposit reporting Continuous and updated according to site-specific schedules. Lockbox Continuous and updated according to site-specific schedules. Controlied Disbursement Data is updated twice daily according to the site schedule Foreign exchange and global trade, Federal Reserve Bank Settlement Activity Updated upon login to banking system Other items, such as ATM, phone and branch-Initiated transactions Updated upon login to banking system • 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. Please see Tab R - Sample Reports to Submit. • Can the reports be customized for the end-user or exported to Excel? Yes. SinglePoint allows the City to create custom reports based on customer-specified criteria. Also, tbe City can save the fibers they build and share tbcm witb other SinglePoint users. Criteria available include: • Account - remove and reorder accounts m a report • Date range • Transaction types (BAI codes): • Summary code groups • Transaction detail groups • Individual BAI codes • Transaction amount or range of amounts • Transaction reference number or range of transaction reference numbers Additional customization is available for exporting files, allowing the City to remove fields and designate field position order. Yes, customized reports can be exported to Excel. SinglePoint exports cunent or previous day data into a conuna-scparated value (CSV) file, which is ideal for importing into other applications. A simplified Excel version is also available upon request. • What types of security measures are in place? How is the assignment of user I.D.'s and passwords managed? U.S. BANK City of San Juan Capistrano. | page 28 EXHIBIT B Page 33 of 50 SinglePoint protects account infonnation with the most current and proven technology available, including: • Two-way 128-bit encryption • SSLv3 • Individual client IDs, passwords and digital signatures • Verisign time based tokens are required for users to access payment services (ACH and Wire Transfer). Tokens are pre-programmed to produce a new numerical code every 60 seconds. One token is assigned to each user at your site. • By default, all SinglePoint entitlements must be approved by a second system administrator. The City must complete additional paperwork to waive the dual approval requirement. An optional IP white listing security feature is available for customers who want to restrict user access to allow only specific IP addresses or IP address ranges. Tbe application also uses a tool called Passive Monitoring, which detects anomalies in web traffic between user PCs and the bank application. These anomalies include user PC viruses. Once detected, the bank contacts users to communicate the detection of viruses tbat were identified mcluding corrective measures to "clean" tbe user PCs. The SinglePoint system adrmnistrator serves as the City's "security manager." U.S. Bank assigns tbe system administrator at setup after all necessary clearance documents are processed. The system administrator: • Creates and deletes SinglePoint users • Requests and maintains tokens, required to initiate payment transactions. • Sets and modifies user payment and ti-ansaction quantity limits. • Assigns user access to services and accounts. • Assigns initiation and approval entitlements. • Resets own and other users' passwords when necessary (regular users can change their own passwords). Audit features include: • User activity audit reporting for all of tbe services • Token maintenance and status reports • User profile reports • Account profile reports • Service profile reports What is the bank's contingency plan for providing this information if the event of nnexpected bank system problems or natural disasters? Although SinglePoint maintains and exceeds an uptime of 99%, tbe City may contact Commercial Customer Service to perform tasks ordinanly perfonned in SinglePoint in tbe event U.S. BANK City of San Juan Capistrano. | page 29 EXHIBITS Page 34 of 50 of unexpected bank system problems or natural disasters. Tbe City may also operate tbrougb transmission. More detailed infonnation about tbis topic can be located in Tab P, Business Continuity Plan. Does the bank offer electronic delivery of statements, reports and notices? Yes. SinglePoint services provide browser-based access to account information. DDA Statements are available online by tbe second business day of the month. The Account Analysis is available to the City by the online through SinglePoint by seventh business day of the month (eighth business day by mail). The fees arc due by the tenth business day of (he month. Additionally, reports and transmissions can be scheduled through SinglePoint at any time throughout the day. Rqrorls are then delivered via transmission or secure email at the specified time. Fax and email reporting allows users to receive Current and or Prior Day reporting at a preset time without logging m. Reports and Transmissions can be scheduled tlirough SinglePoint at any time throughout the day. U.S. BANK City of San Juan Capistrano, | page 30 EXHIBITS Page 35 of 50 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. At Lf.S. Bank, daylight overdraft positions are calculated based on the collected balances available in an account minus tbe outstanding outgoing wires. Tbe bank monitors real time daylight overdrafts by account and by customer relationship witb updates from select transactions throughout tbe day. Your Relationship Manager will work with the City to ensure proper Daylight Overdraft limits are in place. U.S. Bank, does not charge customers for daylight overdraft exposure at the current time, and with the following exception, does not provide intra-day loans. U.S. Bank has provided intra-day loans to a few selected customers in the securities industry and charges for tbat service based on industry standards. • Will the bank guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? Yes. To protect the Cit>''s interests, tbe City will always be consulted on wires exceeding tbe established daylight overdraft limit. As tbe City's banking partner, U.S. Bank will work closely with tbe City on all overdraft situations as they arise. Limited automatic (or guaranteed) overdrafts will be considered, subject to U.S. Bank's credit review and underwriting standards. Decisions to release wires with daylight overdrafts are made on a discretionary basis. For purposes of determining funds available for wire transfers, a customer's accounts at U.S. Bank can be grouped together within tbe wire transfer system. Tbe system will then review the total funds available across all aggregated accounts for any transaction regardless of tbe specific debit account. Such aggregation helps to reduce tbe number of daylight overdraft approval or wire release calls to Relationship Managers from U.S. Bank Wire Transfer representatives. It remains tbe customer's responsibility, however, to ensure that adequate balances are in their accounts to cover all transactions at tbe end of tbe day. Aggregating balance values for this purpose docs not prevent an overnight ovcidraft from occurring in an account. • U.S. BANK Cily of San Juan Capistiano. | page 31 EXHIBIT B Page 36 of 50 Tab O - 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. U.S. Bank utilizes a holistic, consultative, project management implementation approach. This resource is part of our specialized implementation team, which is designed lo handle and coordinate highly complex implementations. This ensures that one person is on point to coordinate the implementation and to facilitate the movement of information amongst all parties involved in the transition. The goal is to achieve a seamless transition to U.S. BanJc and to ensure that the City's go live date is met. To help make your transition to U.S. Bank smooth and efficient, we have designed an implementation process that incl udes a dedicated team of professionals tliat will ensure a successful onboarding experience. During tbe implementation process, we spend tlie time and resources to build a solid foundation lor a successful relationship between tbe City and U.S. Bank. Tbe City can count on us to provide best in class service. Your primary contact is youi" primary Relationship Manager Veronica Viilasenor, who works with your U.S. Bank implementation leadership team and who would be closely involved witb your transition. Tbis team includes the following individuals: • Implementation Resource—Your implementation Resource plays a critical role in orciiestrating tbe entire implementation process and is your primary contact during tbis phase. They distribute and obtain appropriate documentation from your organization lo implement new services; works closely with various operations departments within U.S. Bank; and coordinates the technical team for system testing and training. Their level of experience and commitment will ensure your implementation is accurate and is completed within tbe established timeframes. • Alice Warren, Treasury Management Consultant—Alice works with your organization to identify tbe appropriate solutions to help your organization manage cash and improve efficiencies. Alice will also keep you informed of new or emerging tecluiologies tbat may impact the way you do business. Once die implementation is complete, there will be a warm "hand off of the relationship to the Customer Scrx'ice team (CCS). The handoff to CCS may be a phased approach, as some services are more quickly implemented than others. • 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? We would be pleased to provide courses to your staff and training for banking services from U.S. BANK City of San Juan Capist/ano | page 32 EXHIBIT B Page 37 of 50 U.S. Bank. Your Relationship Manager, Veronica Viilasenor, will ensure that the City has all of the technical assistance, training, user guides, and on-site visits necessary. Training for services is stmctiu-ed around the needs of the City. Your U.S. Bank team will work with the City's department leaders to structure training as the Cily desires. We will provide hands-on participation, which we believe will help the City employees learn and take ownership of solutions that management seek lo implement. Please provide a detailed time line schedule and applicable charges for the conversion plan. Wc do not foresee the City bearing any dollar cost for implementation and transition to U.S. Bank. In fact, we arc waiving all implementation and set up fees and also arc pi oviding a $20.000 Relationship Transition Bonus credit (S4,000 per year of the contract to, to be credited yearly) to offset any hanking fees or implementation ccsfs. Within three weeks, the City will be using tbe basic account and service set. • Week One • Finalize account and service options, choose transmission protocol • Account and autirorization fonns delivered to the City • File formats (NACHA format, Positive Fay check issue format) delivered to tbe City • Documents signed and returned to U.S. Bank • Week Two • Accounts opened • Supplies ordered • Service implementation begins by U.S. Bank • Transmission communication testing begins between the City and U.S. Bank • Week Three • Supplies delivered • SinglePoint Infonnation Reporting ready for use Within three to seven weeks, tbe City will be live and trained on all current services- • Week Three • After siicccssful transmission communication testing, Positive Pay and ACH file testing begins in test environment. • SinglePoint and On-Site Electronic Deposit user training plan developed • Week Four • SinglePoint Wire service ready for use • Onsite Electronic Deposit Service scanners delivered • Week Five • Positive Pay and ACH file testing begins in production environment m Week Six • After successfbl production environment testing Positive Pay semcc is live • After successful production environment testing, ACH origination sendee is live U.S. BANK City of San Juan Capisirano. | page 33 EXHIBIT B Page 38 of 50 • SinglePoint and On-Site Electronic Deposit user training • Week Seven • After succcssfiil production environment testing, Lockbox transmission is live • Continued follow-up willi web service users • Week Eight • Implementation review • Schedule posl-unplemcntation meetmgs at the City's request 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. U.S. Bank is pleased to waive all implementation and set up fees. In addition, we arc offering a $20,000 Relationship Transition Bonus credit ($4,000 per year of the contract to, to be credited vcarlv) to offset anv banking fees or implementation costs. This Transition Bonus may be applied towai'd any elements processed through the City's Account Analysis, such as supplies or merchant seivice fees. U.S. BANK City of San Juan Capistrano. | page 34 EXHIBIT B Page 39 of 50 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 refer lo the U.S. Bancorp Business Continuity General Statement at the end of this section. Upon specific request we can also provide the U.S. Bancorp security posture. Upon advance to finalist phase and evidence of an executed reciprocal Non-Disclosure Agreement, the U.S. Bank BITS SIG will be provided to address information security and other business continuity questions. • Please describe testing of core service applications and system that assure information backup, anti-intrusion and other privacy requirements. Please refer to the U.S. Bancorp Busmess Continuity General Statement at the end of this section. Upon specific request we can also provide the U.S. Bancorp security posture. Upon advance to finalist phase and evidence of an executed reciprocal Non-Disclosure Agreement, tlie U.S. Bank. BITS SIG will be provided to address infonnation security and other business continuity questions. • Please describe operational diversification and geographic dispersal of service centers. U.S. Bancorp Business Continuity Planning and Disaster Recovery Program: General Statement The mission of U.S. Bancorp's Business Continuity Program is to establish and support an on- going Business Continuity and Contingency Planning Program to evaluate the impact of significant events that may adversely affect customers, assets, or employees. This program is designed to ensure that U.S. Bancorp can recover its mission-critical functions and applications, thereby, meeting its fiduciary responsibility to its stakeholders and complying with the requirements of the Federal Financial Institutions Examination Council (FFIEC), the Securities and Exchange Commission (SEC), and the Office of the Comptroller of the Currency (OCC). U.S. Bancorp has developed detailed Business Continuity Plans, Application, and Infrastructure and Disaster Recovery Plans for the restoration of critical processes and operations. U.S. Bancorp has dedicated resources to its contingency planning and disaster recovery program. Key features of U.S. Bancoip's planning process include: • Employee safety strategies and communications • Systems and telecommunications accessibility • Alternate physical site location and preparedness • Emergency Notification Processes and Systems • System backup and recovery U.S. BANK City of Sai Juan Capistrano. | page 35 EXHIBIT B Page 40 of 50 The Enterprise Readiness Services Department coordinates plaiming, strategy, testing, and monitoring of Business Contmuity Management response across U.S. Bancorp. The Enterprise Readiness Scjvices Department has set forth guidelines which incorporate industry best practices for critical business units. A Corporate Crisis Management Department coordinates all emergency and crisis response processes for the entire U.S. Bancorp. A key team of Senior Business Line Hxecutives make up the Cnsis Management Team. • Business Impact Analysis—U.S. Bancoip identifies time sensitive, mission critical processes' recovery time objectives (RTO), and business impacts. • Business Continuity and Disaster Recovery Plans—U.S. Bancorp prepares, regularly updates, and tests its business continuity, application recovery, and disaster rccoveiy plans on an annual basis (o support the business needs. In addition, key mission critical applications arc exercised on a quarterly basis. Plans include key plan emergency and crisis response information, employee communication, alternate site requirements, recoveiy management and processes, and site-specific checklists. Recovery plans are reviewed annually at a minimum or as changes occur. • Work Area Recovery Strategy—U.S. Bancorp continuously updates the Work Area Recovery Strategy to assist in the recovery and continuity of the business in the face of a disaster or other major outage. U.S. Bancorp utilizes a combination of internal and external resources to support Work Area Recovery. • Testing—All aspects of the plans are periodically tested in accordance with regulatory requirements and to demonstrate the level of recovcrability. This includes plan activation simulation, including recovery strategics and crisis management and response, business continuity processes, and critical infrastructure disaster rccoveiy. Mainfiame data is min'ored to the hotsite and server backups arc .stored off-site in a secured climate-controlled environment. • Audit—^Annual internal and OCC audits are conducted of the Business Continuity Management programs. • Board of Directors Updates—Enterprise Readiness Services provides regrrlar updates on the status of its contingency and recoveiy programs to the Board of Directors of the Audit Committee of U.S. Bancorp • Employee Training and Awareness—This includes promoting awareness, drilling evacuation procedures, establishing employee criticality ratings, and identifying employees' roles in a contingency event. Since clear communication during an outage is vital, many U.S. Bancorji employees who support key functions have pagers and/or cell phones. U.S. Bancorp's Business Continuity Plans are developed and maintained to address multiple recoveiy scenarios. Below are a few examples of what might occur if wc experience an interruption of our normal business. • In the event of a Data Center outage, U.S. Bancoip utilizes an internal alternate data center, which is geographically dispersed. U.S. BANK City of San Juan Capistrano. | page 36 EXHIBIT B Page 41 of 50 • In the event a business site becomes inaccessible, U.S. Bancoip presently employs the following recovery strategies: Mission critical functions are recovered at another geographically dispersed location within their business line. U.S. Bancorp maintains six internal geographically dispersed Regional Recovery Centers to recover those business lines not recovering themselves. U.S. Bancorp also utilizes external recovery vendors. In the event of a disaster, mission critical employees arc relocated to the recovery locations to reestablish mission critical functions witlhn their RTO. Since it is impossible to anticipate every type of potential disaster, there can he no assurance that there will be no intemiption of the U.S. Bancorp's busmess functions in all circumstances. This plan is subject to modification at. any time. U.S. BANK City of San Juan Capistrano, | page 37 EXHIBIT B Page 42 of 50 Tab Q - Banking Services Bid Form Please complete per form shown in Exhibit A. In addition to submitting with proposal responses, (his 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. EXHIBIT A City of San Juan Capistrano - Banking Services Bid Form (Mark Items Clearly if "No Proposal: or Contracted to Third Party) Item Estimated Monthly Unit Volume AFP Code Per Unit Cost Total Monthly Cost Estimated Total Annual Cost General Account Services Account Maintenance - Web 4 AAA003 $ 5.0000 $ 20.00 $ 240.00 Bank Statement - Web 4 CHK111 $ 1.0000 $ 4.00 $ 48.00 Information Reporting Partial Reconciliation Monthly Maintenance 2 ARP003 $ 30.0000 $ 60.00 S 720,00 Partial Reconcilaition w/ ppay - per item 296 150120 $ 0.0300 S 8.88 S 106.56 Paper Report Print & Shipping 1 ARP180 $ $ Image Item Prior Day Statement 13 INF450 $ $ SinglePoint Issue Maintenance - file upload 4 20020B $ 5.0000 $ 20.00 $ 240.00 SinglePoint Issue Maintenance module 1 200201 $ 5.0000 $ 5.00 $ 60.00 SinglepPoint Checks Returned 1 150322 $ 5.0000 $ 5.00 $ 60.00 SinglePoint Positive Pay Exception 1 150310 $ 1.0000 $ 1.00 $ 12.00 Payee Posititve Pay Monthly Maintenance - per account 2 150122 $ 20.0000 $ 40,00 $ 480.00 U.S. BANK City of San Juan Capistrano. I page 38 EXHIBIT B Page 43 of 50 Payee Positive Pay - per Item 296 101022 $ 0.0200 $ 5.92 $ 71.04 CSV Report Monthly 1 ARP502 S $ $ Web Prior Day Report 4 INF407 $ 5.0000 $ 20.00 $ 240.00 Web Prior Day Balance/Summary Updated 942 INF411 $ 0.0100 $ 9.42 $ 113.04 Web Prior Day Transaction Updated 572 INF412 $ 0.0100 $ 5.72 $ 68.64 Web Current Day Report 4 INF425 $ 5.0000 $ 20.00 $ 240.00 Web Current Day Balance/Summary Updated 169 INF413 $ 0.0100 $ 1.69 $ 20.28 Web Current Day Transaction Updated 202 INF414 $ 0.0100 $ 2.02 S 24.24 SinglePoint External Messaging 1 409999 $ 5.0000 $ 5.00 S 60.00 Depository Services Branch Deposit 40 CHK010 $ 0.7500 $ 30.00 $ 360.00 Electronic Credit 129 CHK011 $ 0.1000 $ 12.90 $ 154.80 Night Drop Deposit 29 CHK012 $ 0.7500 $ 21.75 $ 261.00 Deposit Administration Fee 3699 CHK750 $ 0.1208 $ 446.65 $ 5,359.85 Branch Deposit Processing Fee 20 10000 $ 0.7000 $ 14.00 $ 168.00 Currency Deposit Standard 30915 ROC015 $ 0.0010 $ 30.92 $ 370.98 Check Deposit on Us 460 CKP120 $ 0.0500 S 23.00 $ 276.00 Check Deposit - Local Clearing House 1672 CKP137 $ 0.0500 $ 83.60 $ 1,003.20 Check Deposit - Select In District, CA 2168 CKP138 $ 0.0500 $ 108.40 $ 1,300.80 Check Deposit - All Others 1759 CKP139 $ 0.0500 $ 87.95 $ 1,055.40 Deposited Item Return - Reclear 3 RET062 $ 2.5000 $ 7.50 $ 90.00 Deposited Item Return Chargeback 2 RET063 $ 2.0000 $ 4.00 $ 48.00 Return Item Instructions - Per Account 3 100405 $ 1.5000 $ 4.50 $ 54.00 ACH ACH Web Monthly Base Fee 3 CPY406 $ 5.0000 $ 5.00 $ 60.00 VP y 3 BANK ^'7 °' Capistrano, | page 39 EXHIBIT B Page 44 of 50 ACH Web Credit Transactions 284 CPY407 $ 0.0500 $ 14.20 $ 170.40 ACH Web Debit Transactions 1702 CPY409 $ 0.0500 $ 85.10 $ 1,021.20 ACH Web Returns Transmission 4 CPY417 $ 5.0000 $ 20.00 $ 240.00 ACH Web Rejects/Rev/Dei 1 CPY420 $ 5.0000 $ 5.00 $ 60.00 ACB Web NOG Transmission 5 GPY430 $ 1.0000 $ 5.00 $ 60.00 ACH Web Batch Release 7 CPY432 $ 5.5000 $ 38.50 $ 462.00 Web Addenda Records 1 CPY435 S 0.0100 $ 0.01 $ 0.12 ACH Web Acknowledgement Report 6 CPY458 $ 0.2500 $ 1.50 $ 18.00 ACH Block Monthly Maintenance - per account 1 251050 $ 5.0000 $ 5.00 S 60.00 ACH Filter Monthly Maintenance - per account 1 251050 $ 5.0000 $ 5.00 $ 60.00 Paper Disbursement Services Check Paid Partial - Truncated 276 ARP034 $ 0.1000 $ 27.60 $ 331.20 Paid Check Charge 16 CHK020 $ 0.1000 $ 1.60 $ 19.20 Daily Paid Report 2 ARP051 $ $ $ Paid No Issue Report 2 ARP065 $ $ $ Reconcile Stop Payments - Renewal 1 ARP082 $ 5.0000 $ 5.00 S 60.00 Transmission Output - Per TX 2 ARP113 $ 5.0000 $ 10.00 $ 120.00 Transmission Output - Per Item 296 ARP114 $ 0.0100 $ 2.96 S 35.52 Check Capture 359 ARP151 $ 0.0200 $ 7.18 $ 86.16 Check Image Retrieval Monthly Fee 1 IMG401 $ 5.0000 $ 5.00 $ 60.00 Check Image 4 IMG402 $ 0.1000 $ 0.40 $ 4.80 Check Processing Rejects 15 CKP181 $ $ $ Pre-Encoded Courier Deposit 18 CKP001 S 0.7500 $ 13.50 $ 162.00 Non-Customer Cash Paid on - us 1 CUS301 $ $ $ U.S. BANK City of San Juan Capistrano, | page ifO EXHIBIT B Page 45 of 50 Credit Error Notice 2 CKP191 $ 2.0000 $ 4.00 $ 48.00 Debit Error Notice 1 CKP190 $ 2.0000 $ 2.00 $ 24.00 SinglePoint Stop Payment Module 1 150410 $ 5.0000 $ 5.00 $ 60.00 Web Stop Payment Single Inquiry 3 TSP450 $ 0.1000 $ 0.30 $ 3.60 Web Stop Payment Renewal 42 TSP418 $ 5.0000 $ 210.00 $ 2,520.00 Electronic Debit and Wire Transfer Electronic Debit 32 CHK021 $ 0.1000 $ 3.20 $ 38.40 Wire Transfer Monthly Fee Web 1 WTM442 $ 5.0000 $ 5.00 $ 60.00 Account Transfer End of Day Web 2 WTM436 $ 0.2000 $ 0.40 $ 4.80 SinglePoint Book Transfer Module 1 23431 $ 5.0000 $ 5.00 $ 60.00 Outgoing Domestic Wire Web 6 WTM443 $ 4.0000 $ 24.00 $ 288.00 Wire PIN Monthly Maintenance 1 350000 $ 5.0000 $ 5.00 $ 60.00 LAIF LAIF Redemption 1 CSU170 $ 5.0000 $ 5.00 $ 60.00 LAIF Investment 1 CSU171 $ 5.0000 $ 5.00 $ 60.00 Bill Concentration Monthly License Fee 1 BCS003 $ 75.0000 $ 75.00 $ 900.00 Transmission Fee 19 BCS005 $ 5.0000 $ 95.00 $ 1,140.00 Transaction Fee 627 BCS007 $ 0.1000 $ 62.70 $ 752.40 Return Fee 2 BCS028 $ 1.0000 $ 2.00 $ 24.00 ELBX Biller Activity Report 1 250701 $ 10-0000 $ 10.00 $ 120.00 Miscellaneous Items Bank Supplies Pass Through Endorsement Stamps Pass Through Deposit Slips Pass Through Deposit Bags Pass Through U.S. BANK City of San Juan Capistrano, | page 41 EXHIBIT B Page 46 of 50 Prices quoted in this proposal arc only for those Treasury Management Services requested by the customer. Additional Treasury Management Sendees will be separately priced at the time of customer's request. Prices quoted are valid for 60 days following customer's receipt, after which they will be subject to change by U.S. Bank. All prices are subject to change, at any time and at Bank's sole discretion, due to changes in business conditions, volumes, quality of work provided by the customer and normal pricing change cycles. Notwdthstanding anything contained herein to the contrary, all Treasury Management Sei-vices provided to customer are subject to U.S. Bank's Treasury Management Servdccs Terms and Conditions, as the same may be amended from time to time. U.S. BANK City of San Juan Capistrano. | page 42 EXHIBIT B Page 47 of 50 Tab R - Sample Reports to Submit • Sample Account Analysis and User's Guide • Sample Account Statements • Sample Prior Day and Current Day Reports In an effort to be conscious of the page limitation requirements of this RFP, the following sample reports are included in the "Banking Services Tab R" folder located in the "Banking Exhibits" electronic file of the PDF portfolio of our submission: • Sample Account Analysis • Sample Account Statement • Sample Previous Day and Current Day Reports U.S. BANK City of San Juan Capistrano | page 43 EXHIBITS Page 48 of 60 Tab S - Relevant Contract, Agreements and Statements to Submit • Sample Funds Transfer Agreement • Sample Contract for Deposit of Monies In an effort to be conscious of tlic page limitation requirements of this RFP, the following sample reports are included in the "Banking Services Tab S" folder located in the "Banking Exhibits" electronic file of the PDF portfolio of our submission: • Master Services Agreement • Treasury Management Terms and Conditions • Deposit Account Agreement • Contract for Deposit of Local Agency Funds • Waiver of Security • Armored Courier Qtiotes U.S. BANK City o! San Juan Capistrano. | page 44 EXHIBIT B Page 49 of 50 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. U.S. Bank is the fifth largest commercial bank in the United States with total assets of $391 billion at the end of 3rd Quarter 2014. U.S. Bank is one of the nation's strongest financially perfonning banks in the United States, ranked among the top U.S. bank holding companies based on several key measures of profitability and efficiency: 1.51% ROAA, 14.5% ROCE and a 52.4% Efficiency Ratio. U.S. Bank ratings: Moody's ~ Aa3 S&P - AA- Fitch - AA- U.S. Bank's Annual report: From www.usbank.com click on About U.S. Bank at the top of the page. From there you can find our Amiual Reports under Investor/Shareholder Infonnation section links at the bottom of the page under Financial In formation/SEC Filings. U.S. BANK City of San Juan Capistrano. | page 45 EXHIBIT B Page 50 of 50 MILLENNIUM HOUSING PHONE 949.515.5100 FAX 949.515.5101 January 16, 2015 Ms. Cynthia L. Russell Cliief Financial Officer/City Treasurer City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Refinance San Juan Mobile Estates Dear Cindy: Nine years ago the City approved our acquisition of San Juan Mobile Estates ("SJMK" or "Park") from the Hill Partnership. We believe we've have justified the City's confidence in our project. Our purchase ended the threat of litigation that Mr. Hill represented; brought guaranteed rent control and increased resident involvenrent to SJME; and gave the City 156 restricted units. SJME's homeowners benefited so strongly from this purchase that they agreed to a significant rent increase to make it happen. In order to keep that rent increase as small as possible, the 2006 financing plan included Housing Assistance and Capital Improvement Funds large enough to last only about 10 years, to be repleriished by a refunding. To date we have spent $5.1M on Housing Assistance and $1.5M on capital improvements but as expected, the reserve funds are nearly depleted. The Park currently has $302,000 reserves and generates $320,000 in annua! surpluses, but with a $360,000/year Housing Assistance Program, the Housing Assistance funds won't last much longer and, more critically, there isn't money for capital improvements we know will be needed. We are proposing the refunding of the existing SJME bonds to capture the benefits of today's record-low interest rates. Project Finance Project 20 Pacifica, Suite 1470, Imne, CA 92618 www.niiik'imiumhousinz.com Ms. Cynthia L. Russell January 16, 2015 Page 2 • SJME was financed in 2006 with a total of $39,910,000 in bonds at an average rate of 5.25%. Based on a recent refinance of another Millennium project, we expect the rate on the new bonds to be in the 3.8% range. • The bond underwriter projects that the new bonds will generate $2,100,000 in reserves for housing assistance and additional capital improvements. Even with this new debt, SJME would save approximately $325,000/year in debt service. • The existing bonds were issued by the Independent Cities Financing Authority. There are no City guarantees or liabilities connected with these bonds. We propo.se using the ICFA again for the refunding. As before, the City will not be involved in the bond issuance and will not be "on the hook." • We expect the new bonds to have a 5-year call protection instead of the customary 10 years. That makes it easier to pay off the new bonds in the event that another refunding or even a resident purchase is desired in the future. • 100% of the net proceeds from the bond issue will be used for housing assistance, increased maintenance or for capital improvements. Benefits The refunding of SJME's bonds will accomplish several major objectives for the Park and its homeowners. • Although wc have spent $1,500,000 on capital improvements over the past nine years, SJME's infrastructure is almost 50 years old and will need considerable work in the near future, particularly an electric system upgrade. This refinancing would make that possible. • The Flousing Assistance Program would be sustainable indefinitely, avoiding potential future cuts in the levels of assistance. • The Regulatory Agreement and other protections would continue in force. In fact, with SJME's finances improved by this refunding, the Regulatory Agreement protections will be even more secure. Ms. Cynthia L. Russell January 16, 2015 Page 3 Next Steps • The City approved this project and joined the ICFA back in 2006, so it doesn't have to repeat those actions. All we need now is a TEFRA Hearing, by which the City allows the Independent Cities Financing Authority to refund the existing • Because the Project already exists — and has a successful 9-year track record — this TEFRA is much more ministerial than the 2006 one. The City is merely allowing an already-approved project to be on a stronger financial footing. Our goal is to complete this refunding by May 13, in time for the May 15 bond payment. In order to meet that schedule, the Bond Counsel and the rest of the financing team have to be comfortable that the refunding is going forward. Accordingly, it's important to hold the TEFRA Hearing as soon as possible. We appreciate the support the City has shown SJME in the past. Once you have had a chance to review this proposal, please let me know how you'd like to proceed. bonds.