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15-0701_COLLECTOR SOLUTIONS, INC._Personal Services AgreementPERSONAL SERVICES AGREEMENT THIS AGREEMENT is made, entered into, and shall become effective July 1, 2015, by and between the City of San Juan Capistrano (hereinafter referred to as the "City") and Collector Solutions, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant to provide Merchant Services; and, WHEREAS, Consultant is qualified by virtue of experience, training, education and expertise to accomplish such services. NOW, THEREFORE, City and Consultant mutually agree as follows: Section 1. Scope of Work. The scope of work to be performed by the Consultant shall consist of those tasks as set forth in Exhibit "A," attached and incorporated herein by reference. To the extent that there are any conflicts between the provisions described in Exhibit "A" and those provisions contained within this Agreement, the provisions in this Agreement shall control. Section 2. Term. This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than June 30, 2020. Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed the total amount in the City's adopted fiscal year operating budget for merchant services at the rates as set forth in Exhibit "B," attached, fixed for the entire term of this Agreement and incorporated herein by reference. 3.2 Method of Payment. Subject to Section 3.1, Consultant shall submit monthly invoices based on total sales or quantity of each type of government service. The City will make payments based on approved invoices in accordance with this Section. 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. Invoices shall be addressed as provided for in Section 16. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontracting and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the City to enter into this Agreement. Consultant shall not contract with any other entity to perform the services required without written approval of the City. This Agreement may not be assigned, voluntarily or by operation of law, without the prior written approval of the City. If Consultant is permitted to subcontract any part of this Agreement by City, Consultant shall be responsible to the City for the acts and omissions of its subcontractor as it is for persons directly employed. Nothing contained in this Agreement shall create any contractual relationships between any subcontractor and City. All persons engaged in the work will be considered employees of Consultant. City will deal directly with and will make all payments to Consultant. Section 6. Changes to Scope of Work. For extra work not part of this Agreement, a written authorization from City is required prior to Consultant undertaking any extra work. In the event of a change in the Scope of Work provided for in the contract documents as requested by the City, the Parties hereto shall execute an addendum to this Agreement setting forth with particularity all terms of the new agreement, including but not limited to any additional Consultant's fees. Section 7. Familiarity with Work and/or Construction Site. By executing this Agreement, Consultant warrants that: (1) it has investigated the work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of all conditions there; and (3) it understands the facilities, difficulties and restrictions of the work to be performed under this Agreement. Should Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by City, it shall immediately inform the City of this and shall not proceed with further work under this Agreement until written instructions are received from the City. 2 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 othenvise 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' 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 3 negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than two million dollars per occurrence ($2,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non-owned vehicles in an amount not less than two million dollars per occurrence ($2,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 4 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. These addresses shall be used for delivery of service of process: 5 To City: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Michelle Bannigan, Assistant Finance Director To Consultant: Collector Solutions, Inc. 316 South Baylen Street, Suite 590 Pensacola, FL 32502 Attn: Christopher Battel, Chief Operating Officer Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. (SIGNATURE PAGE FOLLOWS) 6 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO Derek Reeve, Mayor CONSULTANT APPROVED AS TO FORM: 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 he 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 coiiateraiization 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 - Coiiateraiization 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 coiiateraiizing public funds deposits. 4 Exhibit A Page 4 of 61 > What types of securities are used as coiiaterai? Can the City select the type of coiiaterai used? > Which hank 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 hilling purpose - monthly, quarterly, semiannually or annually? How long can any excess balances be carried forward to apply to charges in future biiiing periods? > Please explain exactly what type of items and services can be applied against the City's account analysis in addition to standard bank services. > What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? > Please state the negative collected balance charge that the City will pay and, in detail, explain how this charge is computed, is the rate quoted in this proposal good for the term of the contract? Please provide escalation clauses. 5 Exhibit A Page 5 of 61 • Tab F - Demand Deposit Accounts. The City, the Successor Agency to the City's Redevelopment Agency and the Housing Authority currently use four (4) demand deposit accounts (DDA) or checking accounts. None of the accounts are Zero Balance Accounts. Please describe in detail the institution's ability to provide services to this type of accounts. Entity Name Account Type Average Collected Balance City of San Juan 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 Payroii: The City utilizes direct deposit services for its bi-weekly payroll. Each payroii run has approximately 100 employees using the direct deposit service. Please address the following: > Describe the bank's procedure in detail for receiving electronic payroii data and any back-up plans for data transmissions. > Discuss screening measures that the bank uses to minimize errors on flies sent to the bank (i.e. pre-notes, ABA screening, etc.). Describe the processes and timing available for file/error correction. > indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the file from the City and when funds are debited from the City's account. ACH Auto Debit: The financial institution must have the capability to accommodate an online bill collection service. The City currently collects utility bliis 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 flnanciai 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 Hail. > 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 hanking 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 hank provide? > Please describe the financial institution's returned item handling and notification procedures, is an automatic re-clear option avaliahie? How long does it take for returned items to he 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 payroii 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 hank have an office in Orange County that maintains a direct DDA hanking relationship with the State Treasurer's office and the State Controller's office? > Is the hank 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 Fail 2014. > Does the hank have the capahility to provide a hill concentration service? if so, please descrihe the service and any costs associated. • Tab M - Balance and Detail Reporting: The City currently utilizes a web-hased 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 ail accounts using a PC and the internet. > Please descrihe the financial institution's on-line hanking 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 avaliahie) reports that would he the best example of the system's capabilities. > Can the reports he 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 hank's contingency plan for providing this information if the event of unexpected hank system problems or natural disasters? > Does the hank 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. > Descrihe any issues, concerns and charges associated with the use of a daylight overdraft facility. > Will the hank 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 descrihe in detail, the financial institution's compliance with the State and Federal regulations pertaining to this area. > Please descrihe testing of core service applications and system that assure information backup, anti-intrusion and other privacy requirements. > Please descrihe 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 he submitted In Excel format with the proposal package. Fees related to ail services described in the proposal must he 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 ail other fees that will he 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 flnanciai institution (a reference to eiectronic avaiiahiilty 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 hest practices have you identified in this industry space? > Descrihe any services and technological enhancements not previously mentioned that should he 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 miiiion 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 he 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 ahiiity 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. > Descrihe your Trust/Custody Department's long-term strategy for business and personnel development. > Discuss the flnanciai stahiiity of your firm. Please provide the most recent audited financial statements or annual report for the firm (a reference to eiectronic avaiiahiilty will suffice). Also include the firm's most current Standard & Poor's, Moody's and or Fitch credit ratings, where avaliahie. > Define your firm's fiduciary responsibility and descrihe how your firm maintains its independence. > Descrihe your firm's commitment to service quality and customer services. Does your firm have a quality management program? How do you measure customer satisfaction? > Descrihe 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? > Descrihe 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. > Descrihe your disaster recovery plan including backup capabilities and procedures. > List ail insurance coverage relevant to custody functions, indicate the type and the amount. • Tab D - References. Provide contact information (name, address, telephone number and e-mail address) of three (3) references for trust/custody services of similar size. • Tab E - Investment Reconciliation Process. Please describe the following in this section: > What information delivery system do you offer to investment managers? Do managers have on-line access to portfolio data? 11 Exhibit A Page 11 of 61 > How do investment managers communicate trade instructions to your firm for settlement? Please Include instruction deadlines. > Does your firm have a separate investment manager liaison group that handles the reconciliation process? if so, please descrihe the structure of the group and how it communicates with the accounting group, if not, descrihe how investment manager relationships are handled. > Descrihe the role your firm plays In the investment manager reconciliation process. What specific procedures are performed on the reconciiiatlon prepared hy managers? Do you formally reconcile your records with those of the investment managers? Descrihe 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. > Descrihe your procedures for ensuring that ail interest and dividends for the City's portfolio are paid. > Provide a schedule of ail accounting reports avaliahie in your custody system and include samples. How often are such reports produced? > How soon after accounting periods are fully audited reports avaliahie? Can you provide daily pricing and related portfolio holding report? > What steps are taken to ensure the accuracy of client reports? Who is responsible for ensuring accuracy? What controls are built into the process? What is the turnaround time for correcting errors? > Do you have the ahiiity to provide ail accounting report on-line through your custodian portal? > Descrihe 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- hased, what weh-hrowser 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 he 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 hatch processed (data is updated each night)? How long is information available on the system? is this daily or monthly information? > What provisions are made for training clients in the use of the systems? • Tab G - Asset Safekeeping. Please describe the following in this section: > Describe your depository memberships (i.e., DTC, FRB) and the services you use at these depositories. Describe your system for registration and custody of assets. > Discuss the level of automation of your security transaction processing system. > How and where are physical settlements transacted? > What procedures are in place to ensure the accuracy in your custody and clearing area? > How and when are corporate actions processed? > What source do you use to price securities? What Is the frequency of your pricing updates? > What procedures do you have to identify and investigate any significant or unusual price changes? • Tab H - Audit Controls. Please provide the following in this section: > A copy of your most recent SSAE 16 report (formerly SAS 70). A reference to eiectronic avaiiahiiity will suffice > Copies of any internal control opinions issued hy 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 descrihe 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 technoiogicai enhancements not previously mentioned that should he considered for further improving the effectiveness of the City's treasury management operations. > What hest 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 he 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. > Descrihe 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 ahiiity to process exception items separately > Ahiiity 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 descrihe your firm's security features to minimize the risk of unauthorized transactions and formal disaster recovery plan. Tab F - Implementation Plan. Please descrihe 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 perform shown In Exhibit B. in addition to submitting with proposal responses, this form must also he submitted In Excel format with the proposal package. Fees related to ail services described in the proposal must he 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 he 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. > Descrihe any services and technological enhancements not previously mentioned that should he considered for further improving the effectiveness of the City's lockbox services. > What hest 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, hy mail, hy telephone, online and occasionaiiy 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 hankcard 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: > Descrihe your firm's Merchant Bankcard and Point-of-Sale processing capabilities. > Include an organization chart of the Merchant Bankcard Service Department showing the position of the Department within the firm's structure. > Descrihe 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 hy ACH or Fed wire? Are settlement amounts listed separately on the hank statement or will they appear as one lump sum? Will your firm break out amounts hy merchant locations/payment types? > Descrihe 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 hacks handled? How is the City notified of charge hacks? Are charge hacks and other debit adjustments netted with daily proceeds or debited separately? is the discount fee refunded when a charge hack 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 he submitted in Excel format with the proposal package. Please provide the ("Interchange Pass-Through") discount rate and all other applicahle charges ^^r Exhibit A Page 16 of 61 credit/debit card processing services as described above, include the following: > Visa and MasterCard authorization fees > Monthly service fee > Monthly statement fee > Any other fees the City would be charged. • Tab E - Service Enhancement and Industry Best Practices. > Describe any services and technoiogicai enhancements not previously mentioned that should he considered for further improving the effectiveness of the City's operations. > What hest practices have you identified in this industry space? 7. PROPOSAL FORMAT GUIDELINES interested entities or contractors are to provide the City of San Juan Capistrano with a thorough proposal using the following guidelines: a. FORMAT Proposal shall he typed and should contain no more than fifty (50) typed pages using a 12-pojnt font size, Including a cover letter and resumes of key people, hut excluding index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the foiiowing order and content of sections. Proposal should he straightfon/vard, concise and provide "layman" explanations of technical terms that are used. Emphasis should he 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 he rejected. The foiiowing proposal sections are to he Included in the Proposer's response: b. Cover Letter Proposal shall he accompanied hy 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 hind 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 he 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 he 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 quaiifications 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. Descrihe 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 he clearly defined to ensure fees proposed can he compared and evaluated. Proposals shall he valid for a minimum of 180 days foiiowing submission. g. Disclosure Please disclose any and ail 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 fjrm(s) selected hy the City will he 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 ProDosal The proposal must he submitted using the format as indicated in the proposal format guidelines. b. Preparation of Proposal Each proposal shall he prepared simply and economicaiiy, avoiding the use of elahorate promotional material beyond those sufficient to provide a complete, accurate and reilahie presentation. 18 Exhibit A Page 18 of 61 c. Numbgr 9f Prgpg?alg Submit one original, five (5) hard copies plus one disk copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis, in the event of a conflict between the original and any hard copy or disk copy, the original shall control. d. Submission of Proposals Complete written proposals must be submitted In sealed envelopes marked and received no later than 4:30 p.m. (P.S.T) on February 2, 2015 to the address below. Proposals will not he accepted after this deadline. Faxed or e-malied proposals will not he 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. inqMing? Questions about this RFP must he directed in writing, via e-mail no later than Januarv 16. 2015 at 4:30 p.m. to: Michelle Bannigan Assistant Finance Director mhannigan(a)saniuancapistrano.org The City reserves the right to amend or supplement this RFP prior to the proposal due date. The City will endeavor to answer ail written questions timely received no later than January 23, 2015. The City reserves the right not to answer ail 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 he accepted, and no response other than written will he 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. Ail proposals will become the property of the City of San Juan Capistrano, USA. If any proprietary information is contained in the proposal, it should he clearly identified. 19 Exhibit A Page 19 of 61 10. EVALUATION CRITERIA Evaluation of all proposals received by the City shall he based on the foiiowing criteria. a. Qualifications of Entity and Key Personnel 25% includes the foiiowing: the Proposer's ahiiity 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 puhiic agencies of similar size: and references. h. 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 applicahle laws and regulations related to the scope of services. c. Price Proposal 25% Price Proposals will he 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 foiiowing 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 he screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to he submitted hy this RFP. At any time during the evaluation process, the City reserves the right to request clarifications or additional information from any or ail Proposers regarding their proposals. b. Initial Proposal Review The Committee will initiaiiy review and score ail 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 he invited to the next stage of the evaluation process. The City may reject any proposal in which a Proposer's approach, quaiifications, or price is not considered acceptahie hy the City. An unacceptahle 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 hest result for the City prior to making a recommendation or selection. c. Interviews, Reference Checks, Revised Proposals, Discussions Foiiowing the initial screening and review of proposals, the Proposers included in this stage of the evaluation process may he invited to participate in an oral interview, interviews, if held, are tentatively scheduled to occur in February 2015 and will he conducted at City of San Juan Capistrano City Hall, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. This date is subject to change. The individual(s) from Proposer's firm that will he directly responsible for carrying out the contract, if awarded, should he present at the oral interview. The oral interview may, hut 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. Foiiowing conclusion of this stage of the evaluation process, the Committee will again rank ail 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 he determined to he the lowest responsible bidder. The City may recommend award without Best and Final Offers, so Proposers should include their hest proposal with their initial submission. Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall he confidential and not subject to disclosure to competing Proposers unless an agreement Is reached, if contract negotiations cannot he concluded successfully within a time period determined hy 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 puhiic access to government records. Therefore, unless information is exempt from disclosure hy 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 he available to the puhiic. The City intends to release ail puhiic portions of the proposals foiiowing 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 hy 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. Suhmission 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 ail damages (including hut not limited to attorney's fees that may he 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 puhiic to one or more representatives of the City during a puhiic meeting. A "Proposer" or "Proposer's representative" includes ail 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 hy 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 Caiifornia 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 unenforceahie. 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 he required prior to contract award or during tfcg 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 he 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. Ail 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 canceiiation agreement. The City shall he 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 he 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 hy 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 heen 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 he rejected on the basis of a Proposer, any officer or employee of such Proposer, having heen 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. Amgp;lmgr)t? The City reserves the right to amend or supplement this RFP prior to the proposal due date. Ail amendments and additional information will he posted to the San Juan Capistrano City website, San Juan Capistrano - Official City Web Site - Department -Financial Services- Request for Proposals. Proposers should check this web page daily for new information. b. Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the Proposer. Ail 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 Acknowiedqement 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 Retrieval Monthly Fee 1 IMG401 Check Image 4 IMG402 Check Processinq Rejects 15 CKP181 Pre-Encoded Courier Deposit 18 CKP001 Non-Customer Cash Paid on - us 1 CUS301 2 CKP191 Debit Error Notice 1 CKP190 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 (M.iik Iti-ms Cloailyj'f "No Profjos.il or Contracted to Third P.irty) Item Estimated Monthly Unit Volume AFP Code Per Unit Cost Total Monthly Cost Estimated Total Annual Cost LAIF LAIF Redemption 1 CSU170 LAIF Investment 1 GSU171 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 Mall 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 Dally 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 Mall 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 Sen/ice 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 Third Party") ' • - "1 T ' \ ir—nr—-^T"- r- i.' ' ' i i i " 1 Fees per Transaction Authorizalion/EDC Fee - Visa (Credit and Non-PIN Debit) $ $ $ $ $ $ Aulhorization/EDC Fee - Mastercard (Credit and Non-PIN Debit) $ $ $ $ $ $ Authorization/EDO Fee - Discover Nelvrork Card (Credit and Non-PIN Debit) $ $ $ $ $ $ Authorization/EDO Fee - American Express Card (Credit and Non-PIN Debit) $ $ $ $ $ $ Charqebacks - MC/V $ $ $ $ $ $ Chargebacks - Discover $ $ $ $ $ $ Charqebacks - AMEX $ $ $ $ $ $ Other Fees (Please provide description and unit prices) $ $ $ $ $ $ $ $ $ $ $ $ Subtotal All Foes 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 Fee $ $ $ $ $ $ Other Fees (Please provide description and unit prices) $ $ $ $ $ $ $ $ $ $ $ $ Subtotal Annual Fees $ iOther Other Fees (Please provide description and unit prices] $ $ $ $ $ $ $ $ $ $ $ Subtotal Other Fees $ 1 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 to as 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: ONCOINC 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 ofthe 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 ofthe City. All such reports, information, data, and exhibits shall be the property ofthe 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 ofthe 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 ofthe 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 ofthe 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: ATTEST: Maria Morris, City Clerk APPROVED AS TO FORM: , Mayor CONSULTANT By: 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 Ending October 31, 2014 Portfolio Summary and Investment Allocation Sector Allocation m X > -a n> w 00 o —h 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 1 year 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 Non-Negotiable CD 2% Corporate Note 14% 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 5an Juan Capistrano. This report is for informational purposes only. City of San Juan Capistrano Investments Managed by the City October 31, 2014 m X & > •D 0) CD ^ *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the foiiowing pages has been compiled by PFM CD Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only, o —h ''^X Summary of Holdings For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - CITY MANAGED INVESTMENTS Security TYpe/Description Dated Date/Coupon/Maturity CUSIP Par S&P Rating Moody's Rating Trade Date Settle Date Original Cost YTM at Cost Accrued Interest Amortized Cost Market 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 CD381060750 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 Farmers and Merchants Bank - 0.40% 06/25/2016 CD999999930B CD7264 250,000.00 250,000.00 NR NR NR NR 5/8/2014 6/25/2014 5/8/2014 6/25/2014 250,000.00 250,000.00 0.95% 0.40% 143.15 13.70 250,000.00 250,000.00 250,000.00 250,000.00 Security Type Sub-Total 750,000.00 750,000.00 0.62% 239.06 750,000.00 750,000.00 Securities Sub-Total Accrued Interest $14,094,459.00 $14,094,459.00 0.28% $239.06 $14,094,459.00 $14,094,459.00 $239.06 Total Investments $14,094,698.06 m X T3 O O *The information on City Managed Investments reported on this page has heen compiled hy PFM Asset Management based on information provided hy the City of San Juan —^ Capistrano. This report is for informational purposes only. CITY MANAGED INVESTMENTS Page 1 t|^x A ' Earnings Reconciliation CITY OF SAN JUAN CAPISTRANO - CITY MANAGED INVESTMENTS Earnings Reconciliation (Cash Basis) Interest/Dividends/Coupons Received Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses 7,401.09 0.00 0.00 Total Cash Basis Earnings $7,401.09 Earnings Reconciliation (Accrual Basis) Ending Amortized Value of Securities Ending Accrued Interest Plus Proceeds from Sales/Withdrawals Plus Proceeds of Maturities/Calls/Principal Payments Plus Coupons/Dividends Received Less Cost of New Purchases Less Beginning Amortized Value of Securities Less Beginning Accrued Interest 14,094,459.00 239.06 0.00 0.00 7,401,09 (3,007,014.00) (11,087,445.00) (226.38) Total Accrual Basis Earnings $7,413.77 For the Month Ending October 31, 2014 m X D-> •D 05 (Q —— ^ CITY MANAGED INVESTMENTS Page 2 *The information on City Managed Investments reported on this page has heen compiled hy PFM Asset Management based on information provided hy the City of San Juan CJ) Capistrano. This report is for informational purposes only. 4' 1 A V" My J\Si -flji^i/ \*r. Summary of Transactions & Interest For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO - CITY MANAGED INVESTMENTS Transaction Type Principal Accrued Trade Settle Security Description CUSIP Par Proceeds 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 10/03/2014 Mission National Bank - 0.50% 11/10/2014 CD381060750 250,000.00 0,00 109.61 109.61 10/09/2014 10/09/2014 Independence Bank - 0,95% 05/08/2016 CD999999930B 250,000.00 0.00 195.28 195.28 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 D-> -D , (Q CITY MANAGED INVESTMENTS Page 3 CD hO *The information on City Managed Investments reported on this page has heen compiled hy PFM Asset Management based on information provided by the City of San Juan O, 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 D-& > "D 0) CQ ^ *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been compiled by PFM CJO Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only, o Managed Account Summary Statement CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Transaction Summary - Managed Account Opening Market Value Maturities/Calls Principal Dispositions Principal Acquisitions Unsettled Trades Change in Current Value $30,148,384.66 (450,000,00) 0.00 446,188.15 0.00 29,719.08 Closing Market Value For the Month Ending October 31, 2014 Cash Transactions Summary - Managed Account Maturities/Calls 450,000.00 Sale Proceeds 0.00 Coupon/Interest/Dividend Income 34,419.30 Principal Payments o.OO Security Purchases (446,355.03) Net Cash Contrihution 0.00 Reconciling Transactions 0.00 $30,174,291.89 m > (D O —h Earnings Reconciliation (Cash Basis) - Managed Account Interest/Dividends/Coupons Received Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses 34,419.30 (166.88) (2,420.00) Total Cash Basis Earnings $31,832.42 Earnings Reconciliation (Accrual Basis) Total Ending Amortized Value of Securities Ending Accrued Interest Plus Proceeds from Sales Plus Proceeds of Maturities/Calls/Principal Payments Plus Coupons/Dividends Received Less Cost of New Purchases Less Beginning Amortized Value of Securities Less Beginning Accrued Interest 30,101,830.31 96,351.52 0.00 450,000.00 34,419.30 (446,355.03) (30,121,629.83) (95,574.43) Total Accrual Basis Earnings $19,041.84 ^— •^aqz- PFM Asset Management LLC Cash Balance Closing Cash Balance $110,568.38 Page 1 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 96,351.52 100.00% 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 > Tl Q> (Q (D o —h 05 Maturity Distribution 49.58% 11.96% 0.83% 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 Credit Quality (S&P Ratings) Market Value Issuer of Holdings Percent BERKSHIRE HATHAWAY INC 790,432.72 2.62 NR CATERPILLAR INC 780,849.08 2.59 3.32% CITIGROUP INC 249,940.50 0.83 AA-10.19% DISCOVER FINANCIAL SERVICES 251,319.25 0.83 AA-10.19% 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 m X or Tl 05 CQ CD CD O —h CD Page 3 Managed Account Detail of Securities Held CITY OF SAN JUAN CAPISTRANO - XXXXOlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP m X > 0) CD (D O —h 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-l-580,000.00 AA+ 600,000.00 AA+ 915,000.00 AA+ 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-l-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 For the Month Ending October 31, 2014 Accrued Interest 442.26 4,157.20 6,873.91 108.79 4,270.77 2,274.46 2,413.19 16.57 2,933.63 110.56 552.82 5,844.09 2,432.40 1,142.86 Amortized Cost 101,064.92 949,738.91 980,534.33 329,751.62 591,257.02 610,862.48 958,294.41 605,111.93 998,547.13 50,220.76 250,615.30 777,757.01 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 1,106,015.90 1,309,241.70 Page 4 l^FM 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 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+ 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 FFC8 NOTES DTD 05/01/2012 0.500% 05/01/2015 3133EAN33 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+ 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+ 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+ 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+ Aaa 09/26/14 09/29/14 248,088.00 0.46 2,566.67 247,657.07 247,685.28 FHLMC NOTES 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 DTD 04/08/2011 2.500% 05/27/2016 Page S 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% 09/28/2015 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+ 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 3135G0JA2 2,050,000.00 AA+ Aaa 09/03/14 09/04/14 2,059,799.00 0.94 256.25 2,059,224.94 2,065,879.70 FHLB GLOBAL NOTE (CALLABLE) DTD 04/28/2014 1.625% 04/28/2017 3130A1U5 700,000.00 AA+ 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+ 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-k 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 WEI 1 S FARGO 8i 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 DTD 07/29/2013 1.250% 07/20/2016 •aaTrr,, Page 6 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 Corporate Note BERKSHIRE HATHAWAY INC GLOBAL NOTES DTD 08/15/2011 2.200% 08/15/2016 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 38143AJL0 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 0.770/0 $96,351.52 $30,101,830.31 $30,174,291.89 Accrued Interest $96,351.52 Total Investments $30,270,643.41 m X Tl CO CQ CD cn o o —h CD Page 7 FM Asset Management 1J.,X" m X T Q) CQ CD 01 C3) Managed Account Fair Market Value & Analytics CrrV 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 912828505 912828SM3 912828SY7 912828TG5 912828TG5 Par Broker Next Call Date 100,000.00 crriGRP 940,000.00 crriGRP 960,000.00 MERRILL 330,000.00 MORGANST 580,000.00 MERRILL 600,000.00 MORGANST 915,000.00 MORGANST 600,000,00 MERRILL 995,000.00 MERRILL 50,000.00 MORGANST 250,000.00 OTIGRP 740,000.00 CmCRP 1,100,000.00 CITIGRP 1,300,000.00 HSBC 500,000.00 crriGRp 5,000.00 MORGANST 475,000.00 MORGANST Market 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 Fnding 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 2,127.36 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 0.53 0.65 0.63 0.70 0.79 0.86 0.86 Page B l^FM /\ssct Management LLC Managed Account Fair Market Value & Analytics For the Month Fnding October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO 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 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 FFCB NOTES 3133EANJ3 300,000.00 NEWACCT 100.17 300,504.90 504.90 504.90 0.50 0.50 0.16 DTD 05/01/2012 0.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL 313383V81 1,000,000.00 NOMURA 100.17 1,001,685.00 2,175.00 1,877.90 0.82 0.82 0.17 NOTES DTD 08/09/2013 0.375% 08/28/2015 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 NEWACCT 100.20 1,002,015.00 2,015.00 2,015.00 0.95 0.95 0.21 DTD 12/26/2012 0.420% 10/15/2015 FHLB (EX-CALLABLE) GLOBAL NOTES 3130A0GK0 1,000,000.00 HSBC 100.14 1,001,414.00 2,014.00 1,767.10 1.16 1.16 .0.25 DTD 12/30/2013 0.375% 12/30/2015 FEDERAL HOME LOAN BANK GLOBAL 3130A0SD3 245,000.00 WELLSFAR 100.11 245,277.34 118.09 130.02 1.30 1.30 0.29 NOTES DTD 01/24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135G0VA8 400,000.00 OTIGRP 100.18 400,728.00 2,460.00 1,670.36 1.41 1.41 0.37 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135G0VA8 445,000.00 NOMURA 100.18 445,809.90 (378.25) (369.00) 1.41 1.41 0.37 DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135G0VA8 500,000.00 WELLSFAR 100.18 500,910.00 105.00 156.66 1.41 1.41 0.37 DTD 02/15/2013 0.500% 03/30/2016 FHLMC NOTES 3137EACT4 240,000.00 MERRILL 103.20 247,685.28 (402.72) 28.21 1.53 1.53 0.45 DTD 04/08/2011 2.500% 05/27/2016 FHLMC NOTES 3137EACT4 950,000.00 MERRILL 103.20 980,420.90 (13,877.60) (315.29) 1.53 1.53 0.45 DTD 04/08/2011 2.500% 05/27/2016 FHLB NOTES 3130A2T97 500,000.00 MERRILL 99.80 499,005.50 390.50 323.69 1.90 1.90 0.60 DTD 08/07/2014 0.500% 09/28/2016 FHLB NOTES 3130A2T97 620,000.00 MORGANST 99.80 618,766.82 161.82 11.06 1.90 1.90 0.60 DTD 08/07/2014 0.500% 09/28/2016 FNMA NOTES 3135G0JA2 2,050,000.00 TO SEC U 100.82 2,066,879.70 7,080.70 7,654.76 2.45 2.45 0.79 DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1U5 700,000.00 MERRILL 04/28/15 100.69 704,811.80 (3,035.20) 948.88 0.61 0.49 1.34 DTD 04/28/2014 1.625% 04/28/2017 FREDDIE MAC GLOBAL NOTES 3137EAD35 1,000,000.00 JPMCHASE 100.17 1,001,723.00 1,023.00 1,072.65 2.69 2.69 0.94 DTD 06/25/2012 1.000% 07/28/2017 Page 9 PFM Asset Manasccnicnt LLC Managed Account Fair Market Value & Analytics For the Month Fnding October 31, 2014 CITY OF SAN JUAN CAPISTRANO - XXXXOlOO 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 PROLI bk & 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 CATERPILUR 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 1.50 1.50 0.55 DTD 05/07/2013 0.450% 05/06/2016 JPMORGAN CHASE 8i CO GLOBAL NOTES 46625HJA9 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 35962G6Z2 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 WFI1 S FARGO 8i 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 102.18 776,594.50 (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 ACC1 99.77 249,437.25 (562.75) (562.75) 1.50 1.50 0.84 m X Q-& > "D CO CQ O cn CO o —h DTD 05/03/2013 0.700% 05/03/2016 Page 10 ^^r- PFM Asset Management LLC Managed Account Fair Market Value & Analytics For the Month Ending October 3i, 2014 CITY 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 1 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 cr Qi CQ CD cn o —h cn PFM Asset Management LLC Page 11 Managed Account Security Transactions & Interest CFTY OF SAN JUAN CAPISTRANO - XXXXOlOO For the Month Ending October 31, 2014 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 14912L457 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 3135G0JA2 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 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02S87DEU8 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 m X > T) tu CQ CD cn cn o —h 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. PFM Asset Management LLC ("PFM") is an investment advisor registered with the Securities and Exchange Commission, and is required to maintain a written disclosure statement of our background and business experience. If you would like to receive a copy of our current disclosure statement, please contact Service Operations at the address below. Proxy Voting PFM does not normally receive proxies to vote on behalf of its clients. However, it does on occasion receive consent requests. In the event a consent request is received the portfolio manager contacts the client and then proceeds according to their instructions. PFM's Proxy Voting Policy is available upon request by contacting Service Operations at the address below. Questions About an Account PFM's monthly statemeni 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 dale 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 for their intemal 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 prices as of the last business day of the month as supplied by Interactive Data. Bloomberg or Telerate. Where prices are not available from generally recognized sources the securities are priced using a yield-based _ matrix system to arrive at an estimated market value. Prices that fall ^ between data points are interpolated. Non-negotiable FDIC-insured bank ZT certificates of deposit are priced at par. Although PFM believes the prices ^ to be reliable, the values of the securities do not always represent the rt-' prices at which the securities could have been bought or sold. Explanation J> of the valuation methods for money market and TERM funds is contained __ in the appropriate fund information statement. 0^ Amortized Cost The original cost of the principal of the security is CQ adjusted for the amount of the periodic reduction of any discount or (D premium from the purchase date until the date of the report. Discount or (j\m with respect to shod term securities (those with less than one O) year to maturity at time of issuance) is amortized on a straightline basis. O Such discount or premium with respect to longer term securities is "•^ amortized using the constant yield basis, Ol Important Disclosures Tax Reporting Cost data and realized gains / losses are provided for informational purposes only. Please review for accuracy and consult your tax advisor lo determine the tax consequences of your security transactions. PFM does not report such information to the IRS or other taxing authorities and is not responsible for the accuracy of such information that may be required to be reported to federal, state or other taxing authorities. Financial Situation In order to better serve you, PFM should be promptly notified of any material change in your investment objective or financial situation. Callable Securities Securities subject to redemption prior to maturity may be redeemed in whole or in part before maturity, which could affect the yield represented. Portfolio The securities in this portfolio, including shares of mutual funds, are not guaranteed or otherwise protected by PFM, the FDIC (except for certain non-negotiable certificates of deposit) or any government agency. Investment in securities involves risks, including the possible loss of the amount invested. Rating Information provided for ratings is based upon a good faith inquiry of selected sources, but its accuracy and completeness cannot be guaranteed. Shares of some money market and TERM funds are marketed through representatives of PFM's wholly owned subsidiary, PFM Fund Distributors. Inc. PFM Fund Distributors. Inc. is registered with the SEC as a broker/dealer and is a member of the Financial Industry Regulatory Authority ("FINRA") and the Municipal Securities Rulemaking Board ("MSRB"). You may reach the FINRA by calling the FINRA Regulator Public Disclosure Hotline at 1-888-289-9999 oral the FINRA Regulation Internet website address www.nasd.com. A brochure describing the FINRA Regulation Public Disclosure Program is also available from the FINRA upon request. Key Terms and Definitions Dividends on money market funds consist of interest earned, plus any discount ratably amortized to the date of maturity, plus all realized gains and losses on the sale of securities prior to maturity, less ratable amortization of any premium and all accrued expenses to the fund. Dividends are accrued daily and may be paid either monthly or quarterly. The monthly earnings on this statement represent the estimated dividend accrued for the month for any program that distributes earnings on a quarterly basis. There is no guarantee that the estimated amount will be paid on the actual distribution date. Current Yield is the net change, exclusive of capital changes and income other than investment income, in the value of a hypothetical fund account with a balance of one share over the seven-day base period including the statement date, expressed as a percentage of the value of one share (normally $1.00 per share) at the beginning of the seven-day period. This resulting net change in account value is then annualized by multiplying it by 365 and dividing the result by 7. The yields quoted should not be considered a representation of the yield of the fund in the future, since the yield is not fixed. Account Statement For the Month Ending October 31, 2014 Average maturity represents the average maturity of all securities and investments of a portfolio, determined by multiplying the par or principal value of each security cr investment by its maturity (days or years), summing the products, and dividing the sum by the total principal value of the portfolio. The stated maturity dale of modgage backed or callable securities are used in this statemeni. However the actual maturity of these securities could vary depending on the level or prepayments on the underiying mortgages or whether a callable security has or is still able to be called. Monttily distribution yieid represents the net change in the value of one share (normally $1,00 per share) resulting from ail dividends declared during the month by a fund expressed as a percentage of the value of one share at the beginning of the month. This resulting net change is then annualized by multiplying it by 365 and dividing it by the number of calendar days in the month. YTM at Cost The yield to maturity at cost is the expected rate of return, based on the original cost, the annual interest receipts, maturity value and the time period from purchase date lo maturity, stated as a percentage, on an annualized basis. YTM af/Mankef The yield to maturity at market is the rate of return, based on the current market value, the annual interest receipts, maturity value and the time period remaining until maturity, stated as a percentage, on an annualized basis. Managed Account A portfolio of investments managed discretely by PFM according to the client's specific investment policy and requirements. The investments are directly owned by the client and held by the client's custodian. Unsettled Trade A trade which has been executed however the final consummation of the security transaction and payment has not yet taken place. Please review the detail pages of this statement carefully, if you think your statement is wrong, missing account information, or if you need more information about a transaction, please contact PFM within 60 days of receipt. If you have other concerns or questions regarding your account you should contact a member of your client management team or PFM Service Operations at the address below. PFM Asset Management LLC Attn: Service Operations One Keystone Plaza, Suite 300 N. Front & Market Sts Harrisburg, PA 17101 m X Q-& > Tl 03 (Q CD cn o —h 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 CUSIP/Ticker Amount/Shares Cost Value Book Value Market Value YTM @ 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 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 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period- YTM @i Rating Rating Maturity Days To Description CUSIP/Ticker Date Cost Value Principal Principal Value Ending MV Interest/Dividends MV Cost 1 2 Date Maturity CERTIFICATE OF DEPOSIT BBCN Bank 0.5 8/18/2015 Farmers & Merchants Bank 0.15 12/24/2014 C73295AZ8 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 250,000.00 0.00 0.00 250,000.00 250,000.00 6/21/2016 Sub Total/Average Certificate Of Deposit 1,000,000.00 0.00 0.00 1,000,000.00 1,000,202.25 102.74 105.16 0.500 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 LAIFCRA 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 1,939.86 1,939.86 0.261 N/A m X > -D Q) CQ CD cn CXI a cn us AGENCY FFCB 0.22 7/9/2015 FHLB 0.125 11/18/2014 3133EDBE1 12/20/2013 999,500.00 0.00 0.00 999,500.00 1,000,525.00 3130A0C81 11/19/2013 999,750.00 0.00 0.00 999,750.00 1,000,024.00 Sub Total/Average US Agency 1,999,250.00 0.00 0.00 1,999,250.00 2,000,549.00 Total / Average 4,117,843.71 1,939.86 0.00 4,119,783.57 4,121,284.82 0.00 189.44 0.252 S&P-AA+ 0.00 107.64 0.150 ^"""^S" S&P-AA+ 7/9/2015 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 Q" & 1-+" > Tl 0) (Q 0 cn CD o —h cn 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/Ticl<er Date Beginning Buy Sell Ending Cost Cost Value Principal Principal Value Ending MV CERTIFICATE OF DEPOSIT Farmers and Merchants Bank CD16646806 9/18/2014 0.25 9/18/2015 GE Capital Bank 0.55 4/13/2015 3616WYL6 10/11/2013 Independence Bank 0.9 CD526841368 10/6/2014 10/6/2015 Independence Bank 1.05 CD528450287 6/21/2013 6/21/2016 Sub Total/Average Certificate Of Deposit 250,000.00 75,000.00 0.00 0.00 250,000.00 250,000.00 0.00 0.00 75,000.00 75,022.28 0.00 125,000.00 0.00 125,000.00 125,000.00 125,000.00 0.00 0.00 125,000.00 125,000.00 450,000.00 125,000.00 0.00 575,000.00 575,022.28 m X T) Q) CQ 0 CD O a CD LOCAL GOVERNMENT INVESTMENT POOL Local Agency Investment UIFHA 6/19/2013 Fund LGIP Sub Total/Average Local Government Investment Pool US AGENCY FFCB 0.21 11/27/2015-14 FHLB 0.125 7/30/2015 FHLB 0.57 9/30/2016-14 Sub Total/Average US Agency US TREASURY 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 3133EDM82 6/26/2014 3130A2S36 8/27/2014 3130A2AD8 7/16/2014 924,856.25 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 150,000.00 0.00 0.00 150,000.00 149,923.95 624,856.25 0.00 0.00 624,856.25 624,696.88 150,000.00 0.00 0.00 150,000.00 149,904.45 0.00 0.00 924,856.25 924,525.28 Interest Earned During Ending Credit Credit Ending Period- YTM e Rating Rating Maturity Days To Interest/Dividends MV Cost 1 2 Date Maturity 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 0.604 366 293.57 293.57 0.261 NR N/A 293.57 293.57 0.261 0.00 27.13 0.210 S8.P-AA+ 'C°°^l'=" 11/27/2015 Aaa 0.00 67.27 0.150 S&P-AA+ 7/30/2015 0.00 71.25 0.570 S8.P-AA+ 9/30/2016 392 272 700 0.00 165.65 0.228 361 Earned Description CUSIP/Ticlrer 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 91282BUW8 8/27/2014 499,185.00 0.00 0.00 499,185.00 499,648.44 625.00 106.18 0.350 S&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 S8<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 SOLUTfONS CoUectorSolutions, Incorporated 316 South Baylen Street, Suite 590 Pensacola, Florida 32502 (850) 444-9330 RESPONSE TO: REQUEST FOR PROPOSAL FOR BANKING AND RELATED SERVICES Service #4 - Merchant Services Financial Services Department CITY OF SAN JUAN CAPISTRANO 32400 Pasco Adelanto San Juan Capistrano, CA 92675 EXHIBIT B- Page 1 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com b. Cover Letter Mr. Christopher Battel Chief Operating Officer CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 Office: (850) 444-9330 ext. 32] February 18,2015 Ms. Michelle Bannigan Assistant Finance Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Ci^jlstrano, CA 92675 Re: Request For Proposal For Banking and Related Services; Service #4 - Merchant Services Dear Michelle: It is my pleasure to submit the attached proposal on behalf of CoUectorSolutions, Inc. ("CSI") in response to the City of San Juan Capistrano's Request For Proposal For Banking and Related Services. Specifically, CSI is submitting the attached proposal in response to Service #4 - Merchant Services. In submitting this proposal, CSI acknowledges Addendum #1 issued on 1/28/2015 and Addendum #2 issued on 1/29/2015. CSI currently provides merchant services to the City, and we have enjoyed a vendor relationship since 2008. As such, CSI welcomes the opportunity to continue serving the City at a very efficient and competitive cost, utilizing the City's preferred modes of payment (online, point-of-sale, parking, etc.) and expanding upon the services provided. As a result of operational and cost efficiencies which CSI has been able to realize, our proposal reflects providing ali of the same merchant services with the same exceptional customer service and user experience for the City of San Juan Capistrano and sharing our savings through a reduced price from our existing contract As requested in the RFP, the pricing proposed by CSI in response to Service #4 - Merchant Services will be valid for a period of at least 180 days. The ofKce from which the project is managed is CSI's headquarters located in Pensacola, Florida, and can be reached by toll-free telephone at 1-866-756-6041. The office that is located nearest to San Juan Capistrano, California is CSI's satellite location in Jefferson City, Missouri, and can be reached by telephone at (850) 444-9330 ext 308. Water payments currently represent the majority of the dollars of payments which CSI processes annually on behalf of the City of San Juan Capistrano. CSI's seamless integration with Harris software solutions, including Advanced Utility Systems, enables the City to achieve significant operational efficiencies—no double entry of data, additional user log-ins, real-time updated account information and limiting all Personally Identifiable Information ("PII") and payment card data to the CSI system. Furthermore, CSI enables a simple and quick process for businesses and individuals to make payments, resulting in a positive user experience for your customers. Page 1 2 EXHIBIT B-Page 2 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com Parking meter payments account for over K% of the total transactions which we process for the City on an annual basis, l!ov,e\cr. with an average paymeni of S3.74 in ;()34, this represents a much smaller percentage oi" the overaif dollar volume which wc process for the City. Our intcgratton with the City's parking meters enables CSI to efficiently process parking meter payments at the point of use. The operational eftlcieiicy of our process and pkitform services arc a signitkant differentiator ot'CSI among its ecuitpeiiiive peers. In 2014. CSI processed appro.ximately $4.0 billion of payments for our govenjineni ami utility clients in almost 6.0 million transactions. As such. CSI processed appro.ximately S2<.)0 miiliusi ofpayineius per employee which was o\x-r 4 times the rate of our peer group of compel iti\ publici)-traded electronic payment companies. Our operational ciTicieiicy is achieved btssed upon how our plutl'onii is built and integrated "mclitding our setllemeu! and rcporling process. CSI's significatil level of operational efficieitcy benefits our clients in .settlement, reporting, customer sen ice. erid user paymeiil expericuce and s.ivcrall value. Additionally. CSI is commilted to providttiu exccptiortal customer sctvicc every day to every ciienl iu ev ery payment transaction, in particular, we are proud of our record o! cunclu.sively resolving 9(>'h, of all customer support calls w ithin one 11 f busitiess day. Similarly. CSI i.s proud of niainiaining a contiiiiiously available sy stem for customers to make payments. In particular. CSI Itas processed over i 33.725 payments for the City of San Juan Capistrano since 2'Mf). CSi received only 94 cu.stomer service tickets over this period, or less than 1 customer service snuuiry per every 1.000 transaction which we process for cu.siomers ciftlte City of Sati Juan Cupistrarso. The CSI Team is committed to ensuring tltut the credit card processing services provided under this contract ate performed diligently every day. To us. this means that all customers arc offered their desired payment mode (online, point-of-sale, IVR. phone-in. etc.) ihrooghoui tltc term of this contract, with the possibility of including new and emerging modes. .-\lso, that customers are offered their desired pay ineni method (credit card, debit card. eCheck. etc.!, exceptional customer service is provided to the City, and 'dial CSI will be responsive to impioveraents that permit the City to .wr\ its customers effcctivdy mid co.st etftocnt'y. On behalf of the entire CSI Team- we appreciate the opportunity to present our proposal, and look forward to the opportunity to continue serving the merchant service needs of the City and its customers. Chtfstoplsef Battel CO(J Page 2 3 EXHIBIT B - Page 3 Of 24 SOLUTIONS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 Tab A - Table of Contents facsimile: 850-444-9331 www.collectorsolutions.com b. Cover Letter 2 Tab A - Table of Contents 4 Tab B - Organization and General Information 5 Tab C - Bankcard Transaction Processing 8 Tab D - Fees 16 Tab E - Service Enhancement and Industry Best Practices 17 c. Background, Project and Methodology Section 18 d. Staffing 19 e. Financial Capacity 22 f-Fee Proposal 40 g. Disclosure 41 Addenda 42 4 EXHIBIT B - Page 4 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com Tab B - Organization and General Information Describe your firm's Merchant Bankcard and Point-of-Sale processing capabilities. CoUectorSolutions, Inc. is a fully integrated, preferred partner of Harris that specializes in processing all major credit cards, debit cards, and eChecks using the customers' preferred payment channel - web (online). Interactive Voice Response (IVR), Point-of-Sale, recurring payment, auto pay, and mobile. Being fully integrated with Harris enables CSI to increase the efficiency and accuracy of the City's billing and collection operations. CSI's PCI compliant Merchant Bankcard and Point-of-Sale processing capabilities are currently utilized by the City for merchant services, and CSI is proud to have continually served the City since 2008. By combining a renowned customer service team with an industry leading solution, CSI helps to maximize customer adoption for the City while providing electronic payments at a minimum total cost. CSI's Merchant Bankcard and Point-of-Sale processing capabilities include a unique settlement methodology that results in a quick and simple reconciliation process for In terms of merchant bankcards, the CSI solution accepts MasterCard, Visa, Discover Card, and American Express branded credit cards and MasterCard and Visa branded debit cards in compliance with PCI DSS Level 1 service provider standards. Point-of-Sale processing is handled using secure, end-to-end encrypted swipe terminals that protect payment card information from the earliest point in the transaction (the swipe) all the way through processing. All communication with the CSI system is performed over TLS secured channels. Include an organization chart of the Merchant Bankcard Service Department showing the position of the Department within the firm's structure. City staff. 5 EXHIBIT B - Page 5 of 24 CoUectorSolutions, Inc. 'Xti'-j:i.:r^fi/^ 316 South Baylen street f\ 'suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com CoUectorSolutions, Incorporated Orgarazational Diagram Gene Vaientino Cr^& Bane* COO Vice Piasicant Vice Pr«3went Bernard Uawis Business D«vet>p!ne()t T9c6n*ca! VVdte- LyTtn Yeisisrton DiTftctof of ^usKBTjerSefwcc Busifiess I DaveiopmetiE ; Aasc«»!e< j i CosfomerService! Heattea George | Accou'its^o Spcoatti! Ted rvfusa ' An«Kt Tefreg i Omar Agufe !T Admi.'v' He^ DCS* Describe your customer service standards for Merchant Bankcard processing and review. Customer service is a key component of CSI's electronic payment platform. Full service and support for our clients and their customers is provided through CSI's dedicated, in-house Help Desk. CSFs Help Desk utilizes CRM software to track and manage all service requests. Unique service tickets are generated for each request, and closed upon resolution. During the last month, the Help Desk successfully resolved 96% of all support requests on the same day that they were received. This resolution rate is driven by CSI's customer service standard of resolving all service requests within two (2) business days of receipt. Do you have a quality management program? Yes, CSI employs a quality management program to ensure that service requests are resolved within two (2) business days. All aspects of service delivery are actively tracked and managed, including customer service and service availability. All incoming customer service requests are directed to the CSI Help Desk, where a service ticket is generated. The seiwice ticket is used to manage the request all the way from receipt to resolution. Unique identification numbers and descriptors are used to associate service requests with their respective transactions in the CSI system. EXHIBITS-Page 6 of 24 €OLL£CTG SOLUTtONS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com In terms of service availability (measured by customers' ability to make payments), CSI maintains an Effectiveness Level in excess of 99.999%. In support of this level of service quality, CSI has recently added redundant processing for our clients. For example, if CSI's primary processing channel experiences a service interruption, CSI dynamically routes processing to a backup processor. CSI's redundant processing capabilities are unique among our competitive peers, and the merchant services industry as whole, and represent a high level of dedication to providing quality merchant services. As a result, CSI's clients will experience minimal unplanned downtime or service interruptions in the future. How do you measure customer satisfaction? CSI measures customer satisfaction through periodic online surveys, monitoring Help Desk requests (via telephone and email) from customers, and quarterly phone calls to our clients. Through conversations and interactions with our clients we gather satisfaction information for ail aspects of the system, including customers' experiences. 7 EXHIBIT B-Page 7 of 24 ^1 CoUectorSolutions, Inc. 'Miri-MSIiifi 316 South Baylen Street ^SOLUTIONS Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com Tab C - Bankcard Transaction Processing What is the settlement cutoff time for card transactions? When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed wire? Are settlement amounts listed separately on the bank statement or will they appear as one lump sum? Will your firm break out amounts by merchant locations/payment types? The settlement cutoff time for card transactions is 12:00 AM CST. CSI currently settles funds to the City's account at Union Bank, via ACH transfer with funds are deposited to the City's account within 72 hours following the transaction date. As a component of this proposal for merchant services, CSI has updated procedures available that will reduce the settlement time to 48 hours following the transaction date. Settlement amounts are deposited and listed separately by payment type in the CSI system, and coincide with the City's bank statement. Yes, CSI breaks out settlement amounts by merchant locations/payment types via the CSI reporting suite. The example below shows how this break out applies all the way down to the individual transaction level. 8 EXHIBIT B-Page 8 Of 24 CoUectorSolutions, Inc. _I "'sOLUfioNl Bnylen Street f\e 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.collectorsolutions.com cafe T«!» |i2. 2 1 -.t_ 14 0 1z25 -I'J -2-5-014 S 48 AM ) -7 - 1/_6.) 4 2.2 14 5 cO 411 10'647-2 d 12 2'.J 4 •2 25 2-14 9 57 AM 1 12 . i'4 •2-02C 4 - 4 U.c 2 ) 4 1-z' . '4 -20 2^14 -2--lilMP.AM 5 12:5 24-4 •-.8 2l'l4 15164716 v., ^ 1 4 ... 2 • 4 -I0134V!6 10 U 2? 22-4 -2 -r ;-14 12 oz -M 1 1 11 1^ _r. 2 '4 -_ 20 2- 4 1 28 Af.t li 1226 2 1 4 •1 25 2;i4 2 46 ?M 13 -.1 10 1.^--i'4 -2--- '4 0 T. Of i . U 12 .c -1 4 -26 2014 0 f- Pr.1 -"- I'l 1.--. 1 4 .2c—1-5 60 411 * - -4 1n U2r :J*4 • -1 4 15 34 1 44 2 1 12.-2 -4 -: c 14 4 -BPM -5164728 15 12 26 2 1-4 *2 25 2C'l 4 33 PK >6 -~' 10 12.c:i-4 --2 2 4 .cf p.. 20i t2.Ci.-4 '-212.14 .5 21 PM fi 1 21 122' ; 1*4 '2:dO I'j'^'d '0134760 21 12;26,2014 '2-0 20 14 9 48 34 1 - ;o 12'2B-2014 -20- 14 . M - 4 12 2.- 2 1-4 -2-6 2 U 12 81 AT.I 10134758 12 r . -4 1-•2 6! AM 25 12-. .1 4 •-252 14 12 01 AJvI 1 . 2T 1. 26 - "4 - - -- 1 • 12 .6 2 4 -2°2CU •261 Ail I- -""4 -12-. 2 4 . - 14 -2-13 . 4 mm p;r- ri i.te e -dM Per 103 M«e Pa.pi p.i. 31 6 - p-,-r pdiirirW" Fa.tci "-r 3 "e - Pi pr pari'ioMt*. p-.pf P.M 5 i- 5 - 1 r CrasKCawS JtenSer 8 OlOo I - - XXV 1 j- . vv - 4 XX>:X 2244 4 IXXP ' . 4 V 0,-4.- 7X6 6 — 1. 4 vv:2 - 4 V <x:'(1. 5XX,V '94- 4x«v/-:,- 4 XXXX S405 4 XXV 85.34 4 VXX634' 4 0.» > -.1 4 OtXX-lj- 4 xs 7/ „2, 4XXA7-8-5 4 W —4' 4 XWOt 2009 4VV -10,7/1035 4 V6-,-, p // »-« 14 -«'<> 0 4 O -\4iOi 4 XXX' ~ 16 4 »<V- - 5 IXX.r OW Cfcl' 8917 1211- 1216 0716 918 1216 fijIT 1117 06to 8217 518 0217 5517 0719 Cl.-i'l 9999 5999 3999 9399 f=«e UemMeq 56 • IS s --S5- 18 s < - S'O .'S SI.3S 14 S72 IS SS6 ?2 3- '2 srs-- S1-.1 5195 73 S47 75 Si-33 s -t- 61 - 356 c- 90 7o 58 5:.i S5 75 i-. I 52 3; 1-581 6.3 55l 15 S65 72 .... - 5- 28 5-09 -J 5'; 1 S'- -2 5133 27 5CC 5- S.37.3.0 S'5 23 S105 73 54- "5 S3' J-i S7367 S'l'- 36563 52 28 35 75 ;--:3 S." 9 EXHIBITS-Page 9 of 24 ^COLLECTOR ^ SOLUTtONS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 ww'Yv.collectorsolutions.com Describe your online reporting capabilities. What types of report are available to view merchant card transactions? CSI provides online reporting capabilities to the City through the CSI Dashboard and Reporting Suite. The Reporting Suite features more than 70 defined reports and customizable views. The City is provided with reports through a single, convenient portal to view transaction information in the CSI system. Regardless of payment method or collection mode, all transaction information is available in one place. Additionally, City users are currently trained to use these features. As always, ongoing and supplemental training is available upon request. Several key data points are reported, including detailed transactions, summary transactions, credit/void transactions, ACH return items, remittance items, and system reports (City users. City distribution accounts, etc.). Reporting Search Client Catejgory Type Order By Date Range Start Time End Time Organization Payment Type Collection Mode San Juan Capistrano, City of Please Select a Category Check Returns Check NOCs Credits Declined Transactions Detailed Transactions Payment Method (summary) Settlement Users Distribution Accounts Organizational Units Payment Types Clients ; All Payment Types All Collection Modes See I_ess Options [-] 10 EXHIBIT B - Page 10 of 24 . d^,. F T f"^ ^ < SOlUliOHS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 San Juan Capistrano, City of Please Select a Category By Payment Type Default Collection Modes email face-to-face (manual) face-to-face (scan) ivr mailroom or dropbox (manual) mailroom or dropbox (scan) pacific parking systems phone-in pre-authorized payment web All Collection Modes www.coilectorsoiutions.com Run Report Client Category Type Order By Date Range Start Time End Time Organization Payment Type Collection Mode Can the user create custom reports? Please provide sample reports. Yes, users can create custom reports. Comprehensive filtering options allow users to generate reports that are customized to their specific needs. The sample reports included below demonstrate the flexibility of the reporting suite. The first sample shows the City's payment method summary report, filtered by Payment Types. The second sample shows the City's credit reports, filtered by organization units. The third sample shows the City's detailed transaction report, filtered by City users. 11 EXHIBIT B - Page 11 of 24 ^ SOLUTfONS CollectorSoJutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 Business License www.coiiectorsoiutions.com tJeW CfeOtt FeeABora -Teta . TtasecMs urn) (clBie AMencari E'prss 6 0 S418 40 SOB 3*': 68 34-840 VISA 36 0 S225918 SO 00 355.84 E2259.'8 MasterCsfi) i»822 SOB 328'6 3SS8 22- Basness Ucase CreiS Cwi Tt^ ; St a mmm w.m $1i5i88 $3.6® 88 &Etes Lfcaise Tot*: 51 0 mm ' $165,68 as® .80 Conminrty Ser-ices AmencanE-B-ess VISA MasiAfCarr! Dtscsiei C«w»»«y S«wces Ctsdt Cati W*: CemmuMty Seesees Tot* - Creeif SI 42'- 85 S5'50:5 S' 682 7 m,mi.M Fwiteea* IP** $003 SOB SO.M 30.O3 a.» mm tdiaiO 359 8- S.14335 34'" S4.20 • $234. ?7 Tea FtBittsd S-42-95 S£.'30-5 3' 632 -7 5-&3B a 384.28 a.384.S General Deljt Tf3)sac&»s .'unencarfbipress VISA HsssefCafd Discft'et (Senerd Cf«« Card Tstafe:. 5 85 86 TasssaiSotB SI 4-5 Si 58.K3.S7 S553*.3* $4-30 115.611.12 Iia611.12 FeeAmoiTE SO 03 it'll $0.03 SOB mm m.m 5244.05 S'58.'4 S1S2 $444.31 $444:91 3Toa $•4-334 5&.S&5I57 S47;<| : $15,611.12 $15,611.12 Meter Paytnents y/ate' .iMm.er&n4vi !3et»t FeeAmoM FeeArasas TsH aynwKEff^iu . -Tiansadions . Transacfirsis m^i • (cfiaiS Ftsnnted VISA 4— S2265K1 SO 00 3~.30 :2 26S *3 MaststCsed lit 0 S90150 -SOB 5250 75 S90- B Meter Pgymetis CteiSt Cssd Tt**; 807 8 m.m.m m.m $807,15 aiesM Meter Payroefe T<a^5,-807 0 a. IS 50 mm at© 50 Oet*t Os* toAmsmt FeeAraoot Tetal TiansaSas TiansaSaw idanti UPed rencaoE-01553 •60 0 $000 S7iQ J-S2& 775 '3 VISA 759 0 S'«X624 SOB 52,960 34 S106.3C«24 MasierC^d 284 0 S34 81246 $000 S5-.95 :-34ri4?, u $2.274 30 im S53S7 S2r4.30 Water CIKSI CeRfli**. ISO 8 $178,163 13 $8.8« $4,77247 $170.1©,13 12 EXHIBIT B - Page 12 of 24 COLLECTOR ^ SOLUTfONS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Fensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com San Juan Capistrano Cit-, cf kt pa' nwt '.re P :i'1£ 1 £2 31 FU CD 2'?CU 1 122315 Ciiiiector£.o}u;iOiis Ji Urgaticatior. Units Ai' Pa rtr-n* , pes »l Cciiection a* Community Setvic.s na^gllgl HH 1 aa •: -5-213 o«ifs 2 12.122314 '-.•32258 ite5S 3 12 15 2314 II-OO'IO o-eol 4 12 15/2014 13133255 =1451 S 12 ia2D14 t3J3=.-4A 1/431 « 121*2314 1313175; St4d4 -12/222014 13131251 GisjrseRiiete.;".' Gions Rue^s ft. •i>:4--2-four --"3nua^ faM-i3-:scs martirti) f3c*-t3-f3De iTTsnua^l D&cas-t safund for evefi! ?»esd on Deoe'Tise'- a. 2214 5ji Kie C5?!itTiuri:ty «as. 20li '::n« Cb UeoOst T^funa for«V9ril T^iEf on 12 L" (4 -0 sie CoTvmij^^Jhf bait. Decosa ?5f--?td far svetn on Deserrcer ts. 2D14 at CM*; =S* LS fio^/s = -1- -Id*- 2 no s iF-s-- " u-s Credit Card Totais^ Comnunity Services Tota^ t SiDO.SO 5133 00 3533.33 3533.00 3155.00 51.780.51 c • 3 0.51 Cfedit Card Totais; Genera! Tofeiis: S54.00. S64.0D 13127- 13122283 vosJ vaid Stad46 Sn**.. Sl»c^ eh«et StaaaSfwar. wad eajfTient D^oeisad tW't» S74.g4 Tasting esadit ^a^S caymeni pnsiass 55,00 ~?5:;ng cadi :s'd say-Ta-iEs 55 30 Credit Card Tofels • 584.94 Water To^is • 584.94 San Juan Capistrano. aty of Tots!: S1.929,45 13 EXHIBIT B-Page 13 Of 24 k:- ^ SOLUTIONS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com c5W«b2312 iCommunity Services Web User} 1 12 3 2314 12 3 2314 i3.03.4l-13132413 4.71 ivallflCie •A«ec 5383.33 Community Services www -& $340.00 2 i:-3 2314 12 3 2014 1:29 P»I 10132433 1/1: Avaiebie A'SC 5543.30 CoTmjney Servises WWW $540 00 3 i: 32314 12 32314 3 53 PL 1313:433 4;G:4rfi «ee iWC 5543 03 Communey Serriees WWW 2:4*3** $540.00 i Co- 12 4 2314 9 25 413 rmunSj Se-rrces i-'i'F--1.51 4vs .abe WWW m *ec 5383 33 5380.00 5 12 4 2314 124 2314 2:19 =V 131325-; 1.51 a-ra see AMOt «0 5540 33 uJ CcfiMnunay Sennces WWW $040.00 ! 12 5 2314 12 5 2314 2:0} PM 10132713 Sci 4 .-a epia 5720 33 Community Seryioes -q^i WWW ^yr^ $720.00 7 IJfe/SOH t2'«.23l4 12:47 ?M 1013275S NnAvatiUe w. $340.00 Community Services BtgJrgltliWMKi .i»«w.af<g-%m:m- «s4oi» 3 12 " 2314 12-2314 7 38 PC 1313253-3 NptAaeiiaUa m S333 33 2i Comnninity Sennces WWW S33O.0O 9 12 3 2514 12 3 2314 4,4, iv 1313251-1.51 4.S 'ac'e *=c 5543 32 uJ CommuftT, Seivroes WWW ^mm. $S4a-oo 13 12 3 2314 1232314 3-47lt3 13132594 !<:: 4:.a.ase *es 5543 33 il Commufsity Servses tffWW $540 00 12 5 2314 12 3 2314 i::14V 13132932 Hzi .4 .a ac e BO 33:::: Community Senses WWW 0333 33 Community Ssp/lces Web User Total 55400.00 sMuclumil iDcnira Dircharm} 1 12i2'2014 a-22314 8:18 AM Genemi 10132284 ai auto mpair .. - . • - • -navt •y.'^\i%-g. "JST fais-ts-ffica iSMri) $217.31 • $217.31 9^ : 13 2 3314 12 2 2314 13:38 *V 1313:339 amee, asiiati BC fs:=":;-*"3^« i5-ia-)( 5555 50 LJ Generel bl*-113S BC S555.00 3 12 2-2014 1222314 i::444V lilBen*-.. 13132331 -•53-J5 4iS'j3-5SSia74-j3 70548 •ST Tsts-t^-fscA :s-;3n. 537.33 •MKN»S7.30 oa 4 12 2.2014 12 2 2214 2:35 ?U Genei* 13132323 mallrsA-ra 337383 SA?144)38 i5;e-l5-fa?a assr-S:3-.32 S237.S2 LU 12 1 2314 12 3 2314 3:59 41,1 13.32494 fare, mc's iaie-ia-faca srsr-547.33 Ji GenM! 73403 $47.30 8 12;*,'2014 1W.'2314 4:13 P« General 10132533 LENA VOLK 758,5 ra3e-t34s3e manja ? 533 33 How are adjustments and charge backs handled? Chargebacks and adjustments are handled by CSI's dedicated chargeback department and the Help Desk, respectively. CSI currently acts as the merchant of record on behalf of the City, including all merchant card activity. As such, chargebacks and disputes are handled by CSI staff. Adjustments such as voids and credits can be performed by Help Desk staff. Information regarding any chargeback is available upon request, with adjustment activity displayed in the reporting suite. Upon receipt of a chargeback, transaction documentation and receipts are gathered. If additional background information is required, CSI reaches out to the City. After documentation is gathered, it is scanned and sent for further review. The documentation packet is reviewed for 14 EXHIBIT B - Page 14 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com completeness before submission to the issuing bank. Once the bank has received the packet, it is reviewed and sent to the bank's cardholder. Following this review, the bank decides whether to support the cardholder's dispute. If the cardholder is supported by their bank, then CSI receives notice to issue a chargeback credit in the system, which debits the City's account only. In turn, the customer's account is debited. If the bank does not support the cardholder's dispute, CSI waits for 60 days before closing out the chargeback. There is no movement of funds in this case. How is the City notified of charge backs? Are charge backs and other debit adjustments netted with daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurred? CSI currently notifies the City of chargebacks via automated emails. These emails are delivered to designated contacts. Chargebacks and other debit adjustments are currently handled as separate debits from City accounts. Adjustment information is included in the CSI reporting suite, and can be reviewed by authorized City staff. Yes, discount fees are refunded when a chargeback or refund occurs. SOLUTIONS 15 EXHIBIT B - Page 15 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com 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 for credit/debit card processing services as described above. Include the following: Cmf Of S«i JU*K CAMSTOItO EX™T C • HBKKIWI CARD SERVICES HO fOS« ^' - , ^ 1 1 t 1 ill :a"s' 2C^% .^.s 1 i i ! } i 5 :<-€-« ;33-;-;,i 5 IS-SS-C ; PstaK i SdnraKrtEK fe - 'XasTanl (t-mil svj NBsPfi itbUli im. £}-<. ' - 1 ! '-5 JK,fi 5 ': mjii 1 : •Eis/.i sis.:.i5s: OftB-SaRcrYtMil a -ijSi % ' - 1 ! '-5 JK,fi 5 ': mjii 1 : •Eis/.i sis.:.i5s: PSkiiC ' - 1 ! '-5 JK,fi 5 ': mjii 1 : •Eis/.i sis.:.i5s: i AASXViGfiOG^DC Ftti. 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' S s • i S - 15 - 15 -S -s s 5 - 1 5 s Gihet FeM |P^«*se jitowfJ* dftfei^jtitsB afid taiRpr^ji 5 t 5 5 s s 3 - i S 5 ^U-M Nasfefif fgts ; j , 5 - AntlBSlFiw i - \i -i; -5 -S S S , IS S - 15 -5 oeiw Fees ;iPiwse cfovkle Se^tistiM and uftS S - !! 5 - is -s i S • iS s -is 5 ! i i C^$er Fees jPiea« preside detct^atnh and enA pncesll i $ 5 - IS - iS .15 - IS i r S - U -is -IS - js Social mm feet | 1 1 ^ SOLUTfONS 16 EXHIBIT B - Page 16 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com 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. To improve the effectiveness of the City's operations, CSI recommends the acceptance of electronic checks (eChecks) for payments through the CSI solution. The CSI payment platform can accept electronic checks for web, IVR, phone-in, and over the counter POS collection modes and for all payment types. Allowing customers to make eCheck payments through the CSI solution is an opportunity to increase electronic payment adoption and consolidate merchant services. CSI receives communications from clients and individual customers expressing interest in new, and innovative, methods to make electronic payments. These requests become the basis for new system features and updates that are eventually put into production. As such, we will continue to enhance our payment processing services during the term of the proposed contract. Currently, CSI is developing a convenient solution for customers to receive electronic bills, and directly make payments, through electronic communication. To use this feature, customers will create individual profiles which will be stored by CSI. The profiles are encrypted for security and include payment card and/or banking information. This enables customers to re-use a payment method without having to re-enter all of their payment and account information. There will be no additional fee or cost to the City or your customers to utilize these new services. CSI's current policy is to implement features and updates for our clients as they are deemed ready for full release to production. The release to production only occurs after extensive business case analysis, design, and testing is performed on the proposed feature or update. What best practices have you identified in this industry space? In the merchant services industry space CSI uses several best practices to protect cardholder data and sensitive authentication data along with annual PCI DSS Level I service provider certification. For example, secure encryption is used to protect data elements such as Cardholder Name and Fxpiration date. Also elements such as full magnetic stripe data and CVC2/CW2/CrD is never stored. Additional functionality includes end-to-end encryption of over the counter POS transaction information, customer validation against client records, and double-entry of payment method information to ensure the security, accuracy, and efficiency of payments. Fnd-to-end encryption of over the counter POS transactions safeguards card information at the earliest possible point in the POS transaction. Card information is encrypted in real-time as the card is swiped through the device, and remains encrypted throughout processing. 17 EXHIBIT B - Page 17 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com By validating customer account information against existing client records CSI ensures that payments are accurately tied to their respective accounts. Also, the CSI solution reduces the occurrence of incorrect authorizations, and the related burden of adjusting transactions, by having customers confirm their payment information in the CSI payment screens. c. Background, Project and Methodology Section a. Scope of Work The City currently accepts Visa, MasterCard, American Express and Discover credit card payments approximating $245,000 or 2,400 transactions each month. The City currently has two merchant locations accepting payments for City services such as utility payments, business license fees, permits, plan checks, recreation classes and parking fees, etc. The City also has hand-held devices to process credit card payments. Payments are accepted over-the-counter, by mail, by telephone, online and occasionally in the field (using hand- held devices). The City prefers a single point of contact for technical issues, configuration changes, upgrades, maintenance and troubleshooting for any merchant bankcard issues. CSI currently provides PCI compliant merchant services to the City, and we have enjoyed a vendor relationship since 2008. As such, the CSI solution is well integrated with the software systems currently utilized by the City and set-up to accept credit card (Visa, MasterCard, American Express, and Discover) and eCheck payments for City services such as utility payments, business license fees, permits, plan checks, recreation classes and parking fees, etc. CSI welcomes the opportunity to continue serving the City at a very efficient and competitive cost, utilizing the City's preferred modes of payment (over-the-counter, online, parking, etc.) and expanding upon the merchant services provided. The City's merchant services are made operationally efficient through the integration of Hams software solutions (Advanced Utility Systems) and the CSI payment processing solution. This integration has several benefits including: • no double entry of data, • streamlined user log-ins, • real-time updates to customer account information, and • customers' Personally Identifiable Information ("Pll") and payment card data is handled on the CSI system instead of the City's system. Furthermore, the described integration enables a simple and quick process for customers to make payments, resulting in a positive user experience. For technical issues, configuration changes, upgrades, maintenance, and troubleshooting for merchant bankcard issues the City can continue to utilize the CSI Help Desk as a single point of contact. 18 EXHIBIT B - Page 18 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com 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. The CSI project management team has decades of combined experience in electronic payment processing, distributed system implementations, and technical data conversions. The team has extensive experience working in collaboration with our clients in a large variety of project implementations, maintenance, and support. Key Personnel on the project management team are executive level staff members. In addition, CSI includes the CSI Help Desk as a key component of the relationship management team, and provides ongoing support via telephone and email communication, dedicated account management communication, and supplemental training as needed. Christopher Battel, Chief Operating Officer Mr. Christopher Battel joined CSI in September of 2013 after working with CSI as an outside consultant for 5 months. Mr. Battel is a Chartered Financial Analyst, with 25 years of investment banking experience at prominent national, regional and boutique investment banks serving clients in technology, business services, financial services and health care industries. He has comprehensive leadership experience and knowledge in entrepreneurial, analytical and sales oriented environments. He is responsible for directing the leadership, strategy and operations of CSI, with a focus on business growth and performance. Prior to joining CSI, Mr. Battel held executive leadership positions at corporations and financial institutions, and coordinated more than 100 transaction processes involving mergers, acquisitions, public offerings, private placements of debt and equity securities. Mr. Battel received his Bachelor of Science in Finance from the University of Virginia, Masters of Business Administration from Georgia State University, and holds the globally recognized Chartered Financial Analyst credential for finance and investment professionals. Mr. Battel's role in the subsequent contract is to oversee all aspects of performance pertaining to the contract agreement. Jerry Wingate. Vice President of Government Svstems and Development Mr. Wingate joined CSI in January 2009 and became Vice President in 2012. Mr. Wingate has extensive knowledge of Government systems integration, testing, and deployment. Mr. Wingate coordinates and facilitates all levels of system life cycles using industry best practices and experience to provide end to end system management. 19 EXHIBIT B - Page 19 of 24 'solutions CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com Prior to joining CSI, Mr. Wingate was the Tax Program Coordinator for the Missouri Department of Revenue, managing development, integration, testing, deployment and system life for many Department of Revenue programs. Mr. Wingate also handled many business analysis, cashiering, accounting, and software development projects for the Department of Revenue. Mr. Wingate's role in the subsequent contract is to provide training, service and support as needed. Carol Talamo, Director of Operations Ms. Talamo joined CSI in November 2010 as the Director of Operations. She is responsible for process improvement, organizational effectiveness, and generally ensuring efficiency in CSTs daily operations. Prior to joining CSI, Ms. Talamo held leadership roles for more than 15 years with an emphasis on operations and process improvement in the healthcare and telecommunication industries. Additionally, Ms. Talamo has more than 20 years of software development, systems analysis and quality assurance experience. Ms. Talamo graduated from the University of West Florida with a Bachelor of Science in Systems Science/Business and subsequently earned a Master of Science in Management from Troy State University. Ms. Talamo's role in the subsequent contract is to serve as the secondary point of contact for contract activities. Rick Carroll, Chief Financial Officer Mr. Carroll, a Florida licensed CPA, joined CSI in June 2012 and currently has the role of Chief Financial Officer. He is responsible for development and implementation of the corporate strategic plan with emphasis on increasing market share, data management, and cost control. Having worked as CSI's outsourced CPA in his own practice for 5 years prior to joining the company, Mr. Carroll is familiar with the financial workings and electronic payment processing services that CSI provides. Prior to joining CSI, Mr. Carroll had his own practice for over 10 years. Before that, Mr. Carroll held financial positions in the Banking and Healthcare industries. Mr. Carroll earned his Bachelor's Degree in Accounting from the University of West Florida. Mr. Carroll's role in the subsequent contract is to oversee financial aspects pertaining to the contract. Heath Cardner, Software Developer Mr. Gardner joined CSI in May 2012 as the lead Software Developer for CSI's secure web based pajmient application. His primary responsibilities include software maintenance and development of new enhancements for the CSI eCollections Portal User Interface and software configuration management. Prior to joining CSI, Mr. Gardner worked for over 15 years in software engineering and project management roles providing him with broad experience and expertise in the software development lifecycle. Mr. Gardner earned a Master of Science in Management from Troy State University in addition to earning his Bachelor of Science in Computer Science from the University of West Florida. 20 EXHIBIT B - Page 20 of 24 CollectorSoJutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coliectorsoiutions.com Paul Shave, Information Technology Director Mr. Shave joined CSI in May 2010. He is responsible for Network Integration, Security, and Service Delivery for the organization. He has been working in the Enterprise Network and Telecommunications field for over 20 years. During this time he has worked with a wide variety of technologies and implemented mission critical solutions and designs for many organizations worldwide. Prior to CSI he was a Senior Network engineer for a regional technology integration firm performing network design and consulting in the areas of operational guidance, wide area/local area networking, voiceover IP, and network security. Previously, Mr. Shave served as a Network Administrator with the United States Air Force, specializing as troubleshooting and implementation for logistics systems in the European and Southwest Asia theaters. If different personnel are assigned during the contract period, CSI will submit to the City any new assignees' names, qualifications, and additional requested information. 21 EXHIBIT B - Page 21 of 24 ^SOLUfloNS CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 e. Financial Capacity facsimile: 850-444-9331 www.coiiectorsoiutions.com 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. CSI is a privately held, Florida C Corporation and regards our financial statements as highly confidential. However, as a confidential disclosure to the City based on the existing merchant service provider relationship, please see the included copy of CSI's 2013 audited financials. Given the confidential nature of this information, CSI requests the ability to fully redact the attached financial statements before they are released to the public in any form or fashion. 22 EXHIBIT B - Page 22 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com 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. ^ SOLUTIONS CITY Of SAR jUA»i CAre-m«(0 EXMBIT C . 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AX S 3130 S 25.00 > MM i -Is t s s s Ottwt Fata (Pieaaa ptovitte aeacriatiafi and unit pricea) i - IS -5 s s s OnRb (PER OCOliSiENIZ: Paid by Ci,1 OnRb (PER OCOliSiENIZ: Paid by Ci,1 s rr? s VFF S 1.-5 S 1-5 i 1.-5 s • is • s s 5 j Sidaoaa Ad Fa« set TtanaaGlaas j S JH'II.X »«!«*S«»icaF* s s • S -S -S -5 - IS • t s s s Fapef Slalfcneatra& s 5 -s -s -s • i -IS s s s S ssetael S«'«a Fee 5 s • 5 . s -S 5 . jS . s $ s s ORief Faea (Pkasa pro-tide daacnptioe and and pricas) s - is i 5 s s S 5 s 5 s s jawoaiMatafeyFeea | 5 Annual Fee* i ' i i 1 i 1 , 1 i 1 1 5 5 • $ -s -s -t S t S s S OAet feet iPhta* praviite description «id unit pricttS) 5 S t s s S s s t $ s s ^^iotal Annual rm s Olhtf Fees IPteasa ptovide desctiolion and apil pftcea) s 5 5 5 i 5 s 5 S s Sabipta! CRRer Fees s 40 EXHIBIT B - Page 23 of 24 CoUectorSolutions, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32502 telephone: 850-444-9330 facsimile: 850-444-9331 www.coiiectorsoiutions.com 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. CSI does not have business or 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 beyond CSI's existing business relationship (merchant services provider) with the City. A SOLUTIONS 41 EXHIBIT B - Page 24 of 24