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15-0701_COLLECTOR SOLUTIONS, INC._F8_Agenda ReportTO: FROM: DATE: City of San Juan Capistrano Agenda Report Honorable Mayor and Members of the City Council Cindy Russell, Chief Financial Officer/cp·t TreasurerQfi.-- Prepared by: Amy Massey, Accountant \ June 16, 2015 6/16/2015 Fa SUBJECT: Consideration of Approval of a Personal Services Agreement for Merchant Services (Collector Solutions, Inc.) RECOMMENDATION: By motion, approve a five (5) year Personal Services Agreement for Merchant Services with Collector Solutions, Inc. EXECUTIVE SUMMARY: The City currently contracts a third party processor for its credit and debit card transactions. The processor provides the software to the City to accept electronic payments and settles the payments in batches and depositing the funds into the City's bank account 72 hours after settlement. These services are needed to allow the community the convenience of paying fees, water bills, classes, and other payments by credit or debit card. In order to ensure that the City receives the most up-to-date and cost-effective services, staff issued a request for proposal (RFP) in December 2014, for banking and related services, which included a component for merchant services. Based on evaluation of the responses to this RFP, Collector Solutions, Inc. is the most successful bidder at an estimated cost of $71,400 annually. This cost is approximately $21,000 lower than the second lowest bidder. DISCUSSION/ANALYSIS : The City processes approximately 31,700 credit and debit card transactions and approximately $3,238,800 in sales annually for its various services (water, parking meters, community services, business licenses, building permits, and other services). City Council Agenda Report June 16, 2015 Page 2 of 3 As a Government Finance Officers Association Best Practice, the City utilizes a processor for its merchant services to enhance customer service and convenience, to increase the certainty of collection, to reduce check return and collection costs, and to improve overall cash flow. The Request for Proposal (RFP) was sent to more than twenty (20) vendors to award a five (5) year contract for Merchant Services. The RFP requested a number of items including the proposer's demonstrated ability to provide services to public agencies. Four ( 4) proposals were received from responsible bidders. While services in the proposals were comparable, pricing considerations narrowed the field to the top two (2) bidders. The estimated annual fees for the selected bidders were summarized as follows: Merchant Services estimated annual cost Projected 2014-15 annual cost ESTIMATED ANNUAL SAVINGS COLLECTOR SOLUTIONS $ 71,352.98 $ 102,341.56 $ 30,988.58 U.S. BANK ELAVON $ 92,386.93 $ 102,341.56 $ 9,954.63 Collector Solutions price module is broken down into 3 types of payments; utility, parking meters, and general government. Utility and general government will be priced at a percentage of sales while the parking meters will be priced per transaction. The proposed fees are fixed for the five year contract term. Based on the evaluation of each proposal, the proposal with the lowest estimated annual cost was Collector Solutions Inc. (Attachment 1 ). Collector Solutions has also committed to updating the City's current swipe machines to new Europay, MasterCard and Visa standards body (EMV) compliant chip card readers at no cost to the City. Normally, the card issuer is liable for fraudulent transactions. However, as of October 2015 the liability will shift to the merchant if the merchant's point of sale terminal does not support EMV. Therefore, Collector Solutions recommends the updated machines to protect the City from the liability related to credit card fraud. Collector Solutions is the City's current service provider. They have been in the electronic payment processing industry providing its clients with industry-leading customer service, industry standard security and a simple settlement process. Collector Solutions has been in business for over 15 years. They have in excess of 270 clients in 32 states throughout the United States of America. In 2014, Collector Solutions processed approximately $4 billion of payments for their government and utility clients in almost 6 million transactions. City Council Agenda Report June 16, 2015 Page 3 of 3 FISCAL IMPACT: As a result of Collector Solutions competitive pricing, the proposal will result in an estimated annual savings of approximately $30,988. ENVIRONMENTAL IMPACT: Not applicable. PRIOR CITY COUNCIL R EVI EW : Not applicable . COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: Not applicable. NOTIFICATION : Christopher Sattel,· Chief Operating Officer-Collector Solutions, Inc. Eileen Perez, Vice President and Relationship Manager-MUFG Union Bank, N.A. Veronica Villasenor, Vice President-Relationship Manager-U.S. Bancorp Robert Donohue, Assistant Vice President, Government Banking -JP Morgan Chase ATTACHMENT: Attachment 1 -Personal Services Agreement (Collector Solutions , Inc.) PERSONAL 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 ATTACHMENT 1 Page 1 of 8 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 ATTACHMENT 1 Page 2 of 8 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. Section 9. Compliance with Law. Consultant shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local government. Section 10. Conflicts of Interest. Consultant covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Consultant. Section 11. Copies of Work Product. At the completion of the work, Consultant shall have delivered to City at least one (1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation. All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Consultant in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services. Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' 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 ATTACHMENT 1 Page 3 of 8 negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees. This hold harmless agreement shall apply to all liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. Section 14. Insurance. On or before beginning any of the services or work called for by any term of this Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration of the agreement, and provide proof thereof that is acceptable to the City, the insurance specified below with insurers and under forms of insurance satisfactory in all respects to the City. Consultant shall not allow any subcontractor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A- Class VII or better. 14.1 Comprehensive General Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than two million dollars per occurrence ($2,000,000.00), combined single limit coverage for risks associated with the work contemplated by this agreement. If a Commercial General Liability Insurance form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this agreement or the general aggregate limit shall be at least twice the required occurrence limit. 14.2 Comprehensive Automobile Liability. Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive Automobile Liability coverage, including owned, hired and non-owned vehicles in an amount not less than two million dollars per occurrence ($2,000,000.00). 14.3 Workers' Compensation. If Consultant intends to employ employees to perform services under this Agreement, Consultant shall obtain and maintain, during the term of this Agreement, Workers' Compensation Employer's Liability Insurance in the statutory amount as required by state law. 4 ATTACHMENT 1 Page 4 of 8 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 (1 0) days' notice shall be given if there is a cancellation due to failure to pay a premium. 14.6 Terms of Compensation. Consultant shall not receive any compensation until all insurance provisions have been satisfied. 14.7 Notice to Proceed. Consultant shall not proceed with any work under this Agreement until the City has issued a written "Notice to Proceed" verifying that Consultant has complied with all insurance requirements of this Agreement. Section 15. Termination. City shall have the right to terminate this Agreement without cause by giving thirty (30) days' advance written notice of termination to Consultant. In addition, this Agreement may be terminated by any party for cause by providing ten (1 0) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (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 ATTACHMENT 1 Page 5 of 8 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 Sattel, 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 ATTACHMENT 1 Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: ______________________ __ Derek Reeve, Mayor CONSULTANT ATTEST: Maria Morris, City Clerk v APPROVED AS TO FORM: 7 ATIACHMENT 1 Page 7 of 8 REQUEST FOR PROPOSAL FOR BANKING AND RELATED SERVICES Financial Services Department CITY OF SAN JUAN CAPISTRANO Released on December 23, 2014 Exhibit A Page 1 of 61 Dear Proposer: BANKING AND OTHER RELATED SERVICES REQUEST FOR PROPOSAL (RFP) The City of San Juan Capistrano (hereinafter referred to as the "City") is requesting proposals from qualified public and/or private firm(s), for professional and technical services to provide the following services: • Banking Services • Custodial Services • Lockbox Services • Merchant Services The proposer may respond to one or more service components under this RFP. Each service component must be priced separately. All proposers must adhere to the proposal format as described in section 7. The Excel format for each pricing bid form is available on the City's Finance Department webpage at www.sanjuancapistrano.org. The term will be for three (3) years with two (2) one-year options to renew. 1. BACKGROUND The City of San Juan Capistrano is a general law city, which operates under the council/manager form of government with a General Fund expenditure budget of over $22 million and an overall expenditure budget of over $63 million for fiscal year 2013-2014. The City of San Juan Capistrano, incorporated in 1961, has a population of approximately 35, 900 and has a land area of 14.4 square miles. It is located in the southeastern portion of Orange County, California, approximately 62 miles south of the city of Los Angeles and 65 miles north of the City of San Diego. The City provides a wide range of municipal services that include: public works, planning and zoning, water and sewer services, parks and recreation, finance, City Clerk and City Manager's office. Police services are provided by contract with the Orange County Sheriff's Department. Fire services are provided through the taxing authority of the County Structural Fire Fund and the Orange County Fire Authority. The City provides the collection of wastewater, whereas Southeast Regional Reclamation Authority, of which the City is a contributing member, provides the treatment and disposal. 2. SCHEDULE OF EVENTS This request for proposal will be governed by the following schedule: Release of RFP Deadline for Written Questions Responses to Questions Posted on Web December 23, 2014 January 16 2015 January 23, 2015 2 Exhibit A Page 2 of 61 Proposals are Due February 2, 2015 Interview (if held) TBD in February Approval of Contract March 20, 2015 All dates are subject to change at the discretion of the City. 3. SERVICE #1 -BANKING SERVICES a. Minimum Qualification To be considered for selection, proposer must have at least the following qualifications: • Be a Federal or State of California chartered financial institution. • Be a member of the Federal Reserve System and have access to all services. • Be a qualified State depository for public funds. • Be a full service financial institution in good standing among other comparable banks and have a location within five (5) miles of the City Hall located at 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. • Be capable of providing the services sought by the City, which include a wide range of electronic payment and deposit services. • Be adequately capitalized to accommodate the City's cash and investment management needs. This includes, but not limited to, a minimum $1 million daylight overdraft facility, subject to credit review by the financial institution. b. Scope of Work The City is seeking a financial institution that has demonstrated its ability in the following areas: • Service Public Agencies • Deposit Compensation • Demand Deposit Accounts • ACH, Wire and Other Transfers • Deposit Transmittal Process • Direct Deposit Relationship-State of California • Direct Deposit of Payroll and Payroll Taxes • Balance & Detail Reporting • Bill Concentration Service • Daylight Overdraft Protection • Implementation Plan • Business Continuity Plan • Information Technology 3 Exhibit A Page 3 of 61 c. Proposal to include the following tabs: • Tab A-Table of Contents • Tab 8 -Bank Services to Public Sector. Please respond to the following sections: );> Institution Overview-General overview of the financial institution, governmental client services philosophy, corporate organization, including identification of the government services unit, location of corporation, processing center, branch localities, hours of operation and banking holidays. Also please provide any relevant information regarding a correspondent bank relationship. );> Experience -Describe the institution's direct experience in servicing public sector clients. Please include: the number of public agency clients, the dollar amount of public funds on deposit, and the institution's knowledge of and adherence to the California Government Code including collateralization requirements, and other applicable federal and state laws. Will the institution be able to comply with transaction confirmation and respond to other requests for data as needed (i.e. from the City's auditors)? What role does technology play in the delivery of services? );> Relationship Management -Identify the size and scope of your California-based public banking unit, bank officers responsible for the City's accounts, what each person's role and responsibilities will be, and the relevant credentials and experience of each person on the relationship management team . );> Compliance and Exception -Include a statement to confirm the bank's compliance to the specific minimum qualifications in item a, listing any exceptions to required services. • Tab C -References. Please provide three references that are of similar size and scope of service utilization as the City. Include the following information for each reference: ~ Contact name and title ~ Name of the public agency ~ Telephone number and e-mail address ~ Number of years as customer and services provided • Tab D -Collateralization of Deposits: The bank is required to collateralize public funds deposits under the California Government Code, Sections 53651 and 53652. Copies of the reports filed with the State of California shall be made available to the City upon request. Please detail the bank's procedures for collateralizing public funds deposits. 4 Exhibit A Page 4 of 61 » What types of securities are used as collateral? Can the City select the type of collateral used? » Which bank department is responsible for tracking deposits and monitoring collateral? » What is the bank's current level ($ amount) of California public funds deposits and the related collateral? » What is the frequency of reporting to the State Treasurer's Office? • Tab E -Deposit Compensation: The City compensates for bank services primarily with compensating balances and is charged for any deficiencies based on monthly account analysis. Please indicate the following in this section: » List the financial institution's Earnings Credit Rate (ECR), and how it is calculated and applied. )> List the financial institution's ECR for the past twelve (12) months . » Please explain, in detail, how and when the FDIC assessment is computed and charged. )> Does the City have the option of compensating on fees or balances basis or, a combination of both? Please describe any difference in related costs to the City with either option. » What is the financial institution's settlement period for account analysis and billing purpose -monthly, quarterly, semiannually or annually? How long can any excess balances be carried forward to apply to charges in future billing periods? » Please explain exactly what type of items and services can be applied against the City 's account analysis in addition to standard bank services. )> What procedure is used to make any adjustments to Account Analysis statements and how long does it take for adjustments to take effect? » Please state the negative collected balance charge that the City will pay and, in detail, explain how this charge is computed . Is the rate quoted in this proposal good for the term of the contract? Please provide escalation clauses. 5 Exhibit A Page 5 of 61 • Tab F -Demand Deposit Accounts. The City, the Successor Agency to the City's Redevelopment Agency and the Housing Authority currently use four (4) demand deposit accounts (DDA) or checking accounts. None of the accounts are Zero Balance Accounts. Please describe in detail the institution's ability to provide services to this type of accounts. Entity Name Account Type Average Collected Balance City of San Juan Checking Account $ 3,497,080 Capistrano City of San Juan Investment Sweep $ 115,675 Capistrano Account San Juan Capistrano Checking Account $ 148,400 Housing Authority Successor Agency to the Checking Account $ 135,000 San Juan Capistrano Community Redevelopment Agency • Tab G -Automated Clearing House (ACH) Services. ACH Direct Deposit of Payroll: The City utilizes direct deposit services for its bi-weekly payroll. Each payroll run has approximately 100 employees using the direct deposit service. Please address the following: );> Describe the bank 's procedure in detail for receiving electronic payroll data and any back-up plans for data transmissions. );> Discuss screening measures that the bank uses to minimize errors on files sent to the bank (i.e. pre-notes, ABA screening, etc.). Describe the processes and timing available for file/error correction. );> Indicate the transmission deadlines for direct deposit ACH files, including date and time when the bank needs the file from the City and when funds are debited from the City's account. ACH Auto Debit: The financial institution must have the capability to accommodate an online bill collection service. The City currently collects utility bills via ACH debit each month. • Tab H -Wire and Other Transfers. Please describe the financial institution's on-line transfer service capability and what specifically is recommended for the City's use and consideration. );> What is the process for initiating wire transfers? Please include the deadlines. 6 Exhibit A Page 6 of 61 ~ Describe the financial institution's incoming and outgoing electronic money transfer services. Include safeguards and security measures offered by your services. ~ Please provide a description or sample of the institution's funds transfer agreement. How are the authorization levels established for transfers? • Tab I -Deposit Transmittal Process. The City currently makes physical deposits at the local branch. ~ Please identify your branch locations within five (5) miles of City Hall. ~ Please describe the institution's required deposit preparation for check, currency and coin. ~ What are the cut-off times for deposits at the financial institution's local branch to ensure same day credit? Is there additional charge for after banking hours processing fee? ~ How would the City order cash vault supplies? How is payment made for such supplies? ~ Please describe in detail the financial institution's procedures for handling deposit adjustments. What documentation on discrepancies does the bank provide? ~ Please describe the financial institution's returned item handling and notification procedures. Is an automatic re-clear option available? How long does it take for returned items to be sent to the City? • Tab J -Payroll Tax Processing: Please describe the services available from the financial institution to accommodate the City's payment and reporting of payroll taxes. • Tab K -State Activity/LAIF Transfers: The City transacts State of California Local Agency Investment Fund (LAIF) transfers on a regular basis and receives State electronic payments. ~ Please describe the LAIF transfer process. Are the transfers done by telephone, email, fax, wire transfer, etc.? How is the accuracy of transfers assured? ~ What is the charge per transfer to LAIF? From LAIF? ~ Does the bank have an office in Orange County that maintains a direct DDA banking relationship with the State Treasurer's office and the State Controller's office? ~ Is the bank an approved State of California depository? ~ What is the charge for the deposit of State electronic payments? State warrants? 7 Exhibit A Page 7 of 61 • Tab L-Bill Concentration Service : The City implemented this service in Fall2014. ~ Does the bank have the capability to provide a bill concentration service? If so, please describe the service and any costs associated. • Tab M -Balance and Detail Reporting: The City currently utilizes a web-based on-line system to perform a variety of processes, such as placing stop payments, obtaining cancelled check image and accessing on-line balance reporting information (current day and prior day) for all accounts using a PC and the internet. ~ Please describe the financial institution's on-line banking and information reporting system(s) including a list of all services provided and its respective costs. ~ What are the current computer hardware and software specifications for the financial institution 's on-line system? ~ At what time (Pacific Standard Time) is prior day information available? Can the City obtain current day information? ~ Please include in this section: sample copies of prior day and current day (if available) reports that would be the best example of the system's capabilities. ~ Can the reports be customized for the end-user or exported to Excel? ~ What types of security measures are in place? How is the assignment of user I. D.'s and passwords managed? ~ What is the bank's contingency plan for providing this information if the event of unexpected bank system problems or natural disasters? ~ Does the bank offer electronic delivery of statements, reports and notices? • Tab N -Daylight Overdraft Protection: The City requires daylight overdraft protection for the occasional situations whereby timing differences occur between incoming wires or LAIF transfers and outgoing wires . ~ Describe any issues, concerns and charges associated with the use of a daylight overdraft facility. ~ Will the bank guarantee payment of all items even if it results in the account being overdrawn temporarily for the day? • Tab 0 -Conversion Plan: As part of any conversion, the City requires an efficient transition to the new service provider or to enhanced services with its existing service provider. ~ Please describe the overall plan the financial institution would coordinate to ensure a smooth conversion. 8 Exhibit A Page 8 of 61 ~ Please describe the on-site training to the City's staff for the operation and use of the services selected? How is the training typically structured? ~ Please provide a detailed time line schedule and applicable charges for the conversion plan. ~ What size of conversion allowance will the financial institution provide to the City? Please state a specific dollar amount or identify those supplies, products or services included . • Tab P -Business Continuity Plan. The City requires assurance of ability to provide financial services in the event of a major emergency and during the disaster recovery period. ~ Please describe in detail, the financial institution's compliance with the State and Federal regulations pertaining to this area. ~ Please describe testing of core service applications and system that assure information backup, anti-intrusion and other privacy requirements. ~ Please describe operational diversification and geographic dispersal of service centers. • Tab Q -Banking Services Bid Form. Please complete per form shown in Exhibit A. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Fees related to all services described in the proposal must be listed on this form -even if the service is not shown on the form. Also, please include any one-time set-up charges, equipment costs, research fees and all other fees that will be charged. Include any incentives or price breaks based on volume, timeliness, or rebates. Please state the period of validity for these fees. • Tab R -Sample Reports to Submit. ~ Sample Account Analysis and User's Guide ~ Sample Account Statements ~ Sample Prior Day and Current Day Reports • Tab S -Relevant Contract, Agreements and Statements to Submit. ~ Sample Funds Transfer Agreement ~ Sample Contract for Deposit of Monies • Tab T -Financial Statements and Ratings. Please provide the most recent audited financial statements or annual report for the financial institution (a reference to electronic availability will suffice). Also include the institution's most current Standard & Poor's, Moody's and or Fitch credit ratings, where available. 9 Exhibit A Page 9 of 61 • Tab U -Sample City Agreement, Mandatory Insurance and Business License Requirements. See Attachment 1 for a sample of the City's standard personal services agreement. • Tab V-Service Enhancement and Industry Best Practices. ~ What best practices have you identified in this industry space? ~ Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations, including procedures for Positive Pay processing and remote check deposits. 4. SERVICE #2 -CUSTODIAL SERVICES a. Scope of Work The City currently has two safekeeping accounts (one for the City and another for the Successor Agency). The City contracts with an investment advisor firm, PFMAM Asset Management, to manage approximately $30 million of the City's $44 million investment portfolio. The City manages $14 million of the City's investment portfolio and the entire portfolios for the Successor Agency and the Housing Authority. The City's intention is not to hold uninvested cash in the custodian accounts. Funding for investment purchases will be wired from the City's investment sweep account, the Housing Authority's checking account, or the Successor Agency's checking account. The October 2014 investment reports for each entity, the most recent data available, is included as Attachment 2 to the RFP. The City is seeking proposal from qualified institutions that have demonstrated its ability in the following areas: • Service Public Agencies • System and Data-Processing • Accounting and Reporting • Asset Safekeeping • Implementation Plan b. Proposal to include the following tabs: • Tab A-Table of Contents • Tab B -Organization Information. Please indicate the following information in this section: ~ Provide a description of total custody assets and clients by type and asset size (i.e. corporate client and public fund client, etc.). 10 Exhibit A Page 10 of 61 ~ Include an organizational chart of the TrusUCustody 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 trusUcustody operations. ~ Describe your TrusUCustody Department's long-term strategy for business and personnel development. ~ Discuss the financial stability of your firm. Please provide the most recent audited financial statements or annual report for the firm (a reference to electronic availability will suffice). Also include the firm 's most current Standard & Poor's, Moody's and or Fitch credit ratings, where available. ~ Define your firm 's fiduciary responsibility and describe how your firm maintains its independence. ~ Describe your firm's commitment to service quality and customer services. Does your firm have a quality management program? How do you measure customer satisfaction? ~ Describe briefly what you feel sets your firm apart from other trusUcustody service providers. • Tab C -General and Administration Information. Please indicate the following information in this section: ~ How many accounts are assigned to each primary client contact officer on average? ~ Identify the client service officer and account administration team that would support the City. Please include biographies and years of experience for client support person( s ). Also list the location and hour of service for client support person(s). ~ What was your firm's custodial client turnover (gains and losses) in the past three years? ~ Describe any litigation, legal proceeding or investigation in the last three (3) years by a regulatory agency that involved your TrusUCustody Department or its officers. ~ Describe your disaster recovery plan including backup capabilities and procedures. ~ List all insurance coverage relevant to custody functions. Indicate the type and the amount. • Tab D -References. Provide contact information (name, address, telephone number and e-mail address) of three (3) references for trusUcustody services of similar size. • Tab E -Investment Reconciliation Process. Please describe the following in this section: ~ What information delivery system do you offer to investment managers? Do managers have on-line access to portfolio data? 11 Exhibit A Page 11 of 61 );> How do investment managers communicate trade instructions to your firm for settlement? Please include instruction deadlines. );> Does your firm have a separate investment manager liaison group that handles the reconciliation process? If so, please describe the structure of the group and how it communicates with the accounting group. If not, describe how investment manager relationships are handled. );> Describe the role your firm plays in the investment manager reconciliation process. What specific procedures are performed on the reconciliation prepared by managers? Do you formally reconcile your records with those of the investment managers? Describe the process and frequency of reconciliation. Do you reconcile and research pricing and market value differences with the investment managers? );> Does your firm monitor tolerance levels for pricing discrepancies with investment managers? How are pricing challenges resolved? );> Please comment on follow-up procedures for discrepancies identified during the reconciliation process. );> How are reconciling items communicated to the client? );> Do you have specific client services accounting staff with the responsibility of reconciling exception items between you and the investment managers? • Tab F -Accounting and Reporting. Please describe the following in this section: );> Provide a description of your accounting system. );> Describe your procedures for ensuring that all interest and dividends for the City's portfolio are paid. );> Provide a schedule of all accounting reports available in your custody system and include samples. How often are such reports produced? );> How soon after accounting periods are fully audited reports available? Can you provide daily pricing and related portfolio holding report? );> What steps are taken to ensure the accuracy of client reports? Who is responsible for ensuring accuracy? What controls are built into the process? What is the turnaround time for correcting errors? );> Do you have the ability to provide all accounting report on-line through your custodian portal? );> Describe your data retention policy. );> Is there any special hardware and software required to use your online service? If yes, please specify. If your system is a web- based, what web-browser version does your system can operate with? 12 Exhibit A Page 12 of 61 );> Please describe your on-line capabilities for accounting and reporting information. What type of reports can be generated? Can the client download the data to create custom reports? What is your practice in creating custom reports for clients and related cost? );> How current is the on-line information? Is it real-time (access trade information as it changes throughout the day) or batch processed (data is updated each night)? How long is information available on the system? Is this daily or monthly information? );> What provisions are made for training clients in the use of the systems? • Tab G -Asset Safekeeping. Please describe the following in this section: );> Describe your depository memberships (i.e., DTC, FRB) and the services you use at these depositories. Describe your system for registration and custody of assets. );> Discuss the level of automation of your security transaction processing system. );> How and where are physical settlements transacted? );> What procedures are in place to ensure the accuracy in your custody and clearing area? );> How and when are corporate actions processed? );> What source do you use to price securities? What is the frequency of your pricing updates? );> What procedures do you have to identify and investigate any significant or unusual price changes? • Tab H -Audit Controls. Please provide the following in this section: );> A copy of your most recent SSAE 16 report (formerly SAS 70). A reference to electronic availability will suffice );> Copies of any internal control opinions issued by your independent auditors specifically related to your custody services within the last three (3) years. );> What is responsible for monitoring and implementing the auditors' recommendations made to management? • Tab I -Implementation Plan. Please describe the following in this section: );> Discuss your approach to the implementation process. Include an estimated implementation calendar, actions required on the part of the City and Custodian and the timeframe to complete the tasks. );> What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? 13 Exhibit A Page 13 of 61 • Tab J -Fees. ~ Please provide a fee schedule for custodial services. Specify what services are included in the fee schedule. If you offer unbundled custodial services, please list the specific unbundled pricing for the services. ~ Will you guarantee your fees for a fixed number of years? • Tab K-Service Enhancement and Industry Best Practices. ~ Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's treasury management operations. ~ What best practices have you identified in this industry space? 5. SERVICE #3-LOCKBOX SERVICE a. Scope of Work The City utilizes lockbox services to collect and process customer payments for its Water Utility services. The City receives approximately 7,200 payments per month through lockbox. b. Proposal to include the following tabs: • Tab A-Table of Contents • Tab B -Organization and General Information. Please provide the following information in this section: ~ General overview of the firm's and lockbox services unit, including location of office, processing center and hour of operation. ~ Provide the names of individuals who will be working on the proposed services and their areas of responsibility . Include their specific experience relatives to the request for proposal requirements and their contact numbers and e-mail addresses. ~ Describe your firm's approach to keep your product line competitive and develop new services . • Tab C - References. Please provide three (3) references (preferably from current local government customers for lockbox services). Include name, address, telephone number and e-mail address. • Tab D -Lockbox Receipt Processing. Please describe the following in this section: ~ Location of post office box ~ Time and frequency of pickups from the post office box ~ Turn-around processing time ~ Deposit frequency, deadlines and reconciliation 14 Exhibit A Page 14 of61 )> Ability to provide images of remittance documents and checks via web and/or CD Rom. )> Acceptance criteria for payments )> Method and time of delivery for returning original documents to the City )> Treatment of exception (non-standard) items and ability to process exception items separately )> Ability to handle payments containing multiple remittance advices )> Technical specifications of transmission of data to the City )> Error tolerance of lockbox personnel and subcontractors )> Bonding requirements of lockbox personnel and subcontractors )> Procedures to handle inquiry, research and adjustments and turn- around time if established • Tab E -Security Measure and Disaster Recovery Plan. Please describe your firm's security features to minimize the risk of unauthorized transactions and formal disaster recovery plan. • Tab F -Implementation Plan. Please describe the following in this section: )> Discuss your approach to the implementation process. Include an estimated implementation calendar, actions required on the part of the City and your firm and the timeframe to complete the tasks. )> What dedicated resources (personnel and technical), procedures and controls will you provide or recommend in the implementation period to ensure a successful and timely implementation? • Tab G -Lockbox Services Bid Form. Please complete per form shown in Exhibit B. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Fees related to all services described in the proposal must be listed on this form -even if the service is not shown on the form. Also, please include any one-time set-up charges, equipment costs, research fees and all other fees that will be charged. Include any incentives or price breaks based on volume, timeliness, or rebates. Please state the period of validity for these fees. • Tab H -Service Enhancement and Industry Best Practices. )> Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City 's lockbox services. )> What best practices have you identified in this industry space? 15 Exhibit A Page 15 of 61 .. 6. SERVICE #4 -MERCHANT SERVICES a. Scope of Work The City currently accepts Visa, MasterCard, American Express and Discover credit card payments approximating $245,000 or 2,400 transactions each month. The City currently has two merchant locations accepting payments for City services such as utility payments, business license fees, permits, plan checks, recreation classes and parking fees, etc. The City also has hand-held devices to process credit card payments. Payments are accepted over-the-counter, by mail, by telephone, online and occasionally in the field (using hand-held devices). The City prefers a single point of contact for technical issues, configuration changes, upgrades, maintenance and troubleshooting for any merchant bankcard issues. b. Proposal to include the following tabs: • Tab A-Table of Contents • Tab B -Organization and General Information. Please provide the following in this section: ~ Describe your firm's Merchant Bankcard and Point-of-Sale processing capabilities. ~ Include an organization chart of the Merchant Bankcard Service Department showing the position of the Department within the firm's structure. ~ Describe your customer service standards for Merchant Bankcard processing and review. Do you have a quality management program? How do you measure customer satisfaction? • Tab C -Bankcard Transaction Processing ~ What is the settlement cutoff time for card transactions? ~ When and how will the City receive funds for each day's transactions? Is settlement by ACH or Fed wire? Are settlement amounts listed separately on the bank statement or will they appear as one lump sum? Will your firm break out amounts by merchant locations/payment types? ~ Describe your online reporting capabilities. What types of report are available to view merchant card transactions? Can the user create custom reports? Please provide sample reports. ~ How are adjustments and charge backs handled? How is the City notified of charge backs? Are charge backs and other debit adjustments netted with daily proceeds or debited separately? Is the discount fee refunded when a charge back or refund occurred? • Tab D -Fees. Please complete per form shown in Exhibit C. In addition to submitting with proposal responses, this form must also be submitted in Excel format with the proposal package. Please provide the ("Interchange Pass-Through") discount rate and all other applicable charges 1f@r Exhibit A Page 16 of 61 credit/debit card processing services as described above. Include the following: ~ Visa and MasterCard authorization fees ~ Monthly service fee ~ Monthly statement fee ~ Any other fees the City would be charged. • Tab E -Service Enhancement and Industry Best Practices. ~ Describe any services and technological enhancements not previously mentioned that should be considered for further improving the effectiveness of the City's operations. ~ What best practices have you identified in this industry space? 7. PROPOSAL FORMAT GUIDELINES Interested entities or contractors are to provide the City of San Juan Capistrano with a thorough proposal using the following guidelines: a. FORMAT Proposal shall be typed and should contain no more than fifty (50) typed pages using a 12-point font size, including a cover letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections . Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of any contract awarded under this RFP, may be rejected. The following proposal sections are to be included in the Proposer's response: b. Cover Letter Proposal shall be accompanied by a cover letter, not to exceed two (2) pages in length. The cover letter should summarize key elements of the proposal. An individual authorized to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to San Juan Capistrano, California and the office from which the project will be managed. c. Background, Project and Methodology Section Refer to the Scope of Work for specific services. 17 Exhibit A Page 17 of 61 ... d. Staffing Provide a list of personnel who will be working on this project and indicate the functions that each will perform and anticipated hours of service of each individual. Include a resume for each designated individual. Upon award and during the contract period , if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work. e. Financial Capacity Provide the Proposer's latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the City to reasonably formulate a determination about the financial capacity of the Proposer. Describe any administrative proceedings, claims, lawsuits, or other exposures pending against the Proposer. f. Fee Proposal See requirements in the Scope of Work for specific services. Pricing instructions should be clearly defined to ensure fees proposed can be compared and evaluated. Proposals shall be valid for a minimum of 180 days following submission. g. Disclosure Please disclose any and all past or current business and personal relationships with any current San Juan Capistrano elected official, appointed official, City employee, or family member of any current San Juan Capistrano elected official, appointed official, or City employee. Any past or current business relationship may not disqualify the firm from consideration. h. Sample Agreement The firm(s) selected by the City will be required to execute a Personal Services Agreement (Agreement) with the City. The form of the Agreement is enclosed as Attachment 1. See additional information on the Agreement at Section 12 below. 8 . PROCESS FOR SUBMITTING PROPOSALS a. Content of Proposal The proposal must be submitted using the format as indicated in the proposal format guidelines. b . Preparatjon of proposal Each proposal shall be prepared simply and economically, avoiding the use of elaborate promotional material beyond those sufficient to provide a complete, accurate and reliable presentation. 18 Exhibit A Page 18 of 61 c. Number of Proposals Submit one original, five (5) hard copies plus one disk copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis. In the event of a conflict between the original and any hard copy or disk copy, the original shall control. d. Submission of Proposals Complete written proposals must be submitted in sealed envelopes marked and received no later than 4:30 p.m. (P.S.T) on February 2, 2015 to the address below . Proposals will not be accepted after this deadline. Faxed or e-mailed proposals will not be accepted. e. lnqyjrjes City of San Juan Capistrano Michelle Bannigan, Assistant Finance Director 32400 Paseo Adelanto San Juan Capistrano, CA 92675 RE: Banking and Related Services Questions about this RFP must be directed in writing, via e-mail no later than January 16. 2015 at 4:30 p .m. to: Michelle Bannigan Assistant Finance Director mbannigan@sanjuancapistrano.org The City reserves the right to amend or supplement this RFP prior to the proposal due date . The City will endeavor to answer all written questions timely received no later than January 23, 2015. The City reserves the right not to answer all questions. From the date that this RFP is issued until the contractor(s) are selected and the selection is announced, firms are not allowed to communicate outside the process set forth in this RFP with any City employee other than the contracting officer listed above regarding this RFP. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted, and no response other than written will be binding upon the City . f. Conditions for Proposal Acceptance This RFP does not commit the City to award a contract or to pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP, to negotiate with any qualified source(s), or to cancel this RFP in part or in its entirety. The City may waive any irregularity in any proposal. All proposals will become the property of the City of San Juan Capistrano, USA. If any proprietary information is contained in the proposal, it should be clearly identified. 19 Exhibit A Page 19 of 61 10. EVALUATION CRITERIA Evaluation of all proposals received by the City shall be based on the following criteria. a . Qualifications of Entity and Key Personnel-------25% Includes the following: the Proposer's ability to provide the requested scope of services; the Proposer's financial capacity; the Proposer's recent experience conducting work of similar scope; the complexity, and magnitude for other public agencies of similar size; and references. b. Approach to Providing the Requested Scope of Services-------25% Includes an understanding of the RFP and of the project's scope of services, knowledge of applicable laws and regulations related to the scope of services. c. Price Proposal------25% Price Proposals will be evaluated on the basis of the Total Estimated Annual Price for each service area . d. Innovative and/or creative approaches to providing the services that provide additional efficiencies or increased performance capabilities. ----- --25% 10.EVALUATION OF PROPOSALS AND SELECTION PROCESS In accordance with its Municipal Code Section 3-4.306, the City will adhere to the following procedures in evaluating proposals. A Selection Committee (Committee), which comprises City's staff will screen and review all proposals according to the weighted criteria set forth above. While price is one basic factor for award it is not the sole consideration. a. Responsiveness Screening Proposals will first be screened to ensure responsiveness to the RFP. The City may reject as non-responsive any proposal that does not include the documents required to be submitted by this RFP. At any time during the evaluation process , the City reserves the right to request clarifications or additional information from any or all Proposers regarding their proposals. b. Initial Proposal Review The Committee will initially review and score all responsive written proposals based upon the Evaluation Criteria set forth above. The Committee may also contact Proposer's references. Proposals that receive the highest evaluation scores may be invited to the next stage of the evaluation process. The City may reject any proposal in which a Proposer's approach, qualifications, or price is not considered acceptable by the City . An unacceptable proposal is one that 20 Exhibit A Page 20 of 61 would have to be substantially rewritten to make it acceptable. The City may conclude the evaluation process at this point and recommend award to the lowest responsible bidder. Alternatively, the City may elect to negotiate directly with one or more Proposers to obtain the best result for the City prior to making a recommendation or selection. c. Interviews, Reference Checks, Revised Proposals, Discussions Following the initial screening and review of proposals, the Proposers included in this stage of the evaluation process may be invited to participate in an oral interview. Interviews, if held, are tentatively scheduled to occur in February 2015 and will be conducted at City of San Juan Capistrano City Hall, 32400 Paseo Adelanto, San Juan Capistrano, CA 92675. This date is subject to change. The individual(s) from Proposer's firm that will be directly responsible for carrying out the contract, if awarded, should be present at the oral interview. The oral interview may, but is not required to, use a written question/answer format for the purpose of clarifying the intent of any portions of the proposal. In addition to conducting an oral interview, the City may during this stage of the evaluation process also contact and evaluate the Proposer's references, contact any Proposer to clarify any response or request revised or additional information, contact any current users of a Proposer's services, solicit information from any available source concerning any aspect of a proposal, and seek and review any other information deemed pertinent to the evaluation process. Following conclusion of this stage of the evaluation process, the Committee will again rank all Proposers according to the evaluation criteria set forth above. The Committee may conclude the evaluation process at this point, and make a recommendation for award, or it may request Best and Final Offers from Proposers. The City may accept the proposal or negotiate the terms and conditions of the agreement with the highest ranked firm, which shall be determined to be the lowest responsible bidder. The City may recommend award without Best and Final Offers, so Proposers should include their best proposal with their initial submission. Recommendation for award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential and not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully within a time period determined by the City, the City may terminate negotiations and commence negotiations with the next highest scoring Proposer or withdraw the RFP. 11. CONFIDENTIALITY The California Public Records Act (Cal. Govt. Code Sections 6250 et seq.) mandates public access to government records. Therefore, unless information is exempt from disclosure by law, the content of any request for explanation, exception, or substitution, response to this RFP, protest, or any other written communication between the City and Proposer, shall be available to the public. The City intends to release all public portions of the proposals following the evaluation process at such time as a recommendation is made to the City Council. 21 Exhibit A Page 21 of 61 If Proposer believes any communication contains trade secrets or other proprietary information that the Proposer believes would cause substantial injury to the Proposer's competitive position if disclosed, the Proposer shall request that the City withhold from disclosure the proprietary information by marking each page containing such proprietary information as confidential. Proposer may not designate its entire proposal as confidential nor designate its Price Proposal as confidential. Submission of a proposal shall indicate that, if Proposer requests that the City withhold from disclosure information identified as confidential, and the City complies with the Proposer's request, Proposer shall assume all responsibility for any challenges resulting from the non-disclosure, indemnify and hold harmless the City from and against all damages (including but not limited to attorney's fees that may be awarded to the party requesting the Proposer information), and pay any and all cost and expenses related to the withholding of Proposer information . Proposer shall not make a claim, sue, or maintain any legal action against the City or its directors, officers, employees, or agents concerning the disclosure, or withholding from disclosure, of any Proposer information. If Proposer does not request that the City withhold from disclosure information identified as confidential, the City shall have no obligation to withhold the information from disclosure and may release the information sought without any liability to the City. 12.EX PARTE COMMUNICATIONS Proposers and Proposers' representatives should not communicate with the City Council members about this RFP. In addition, Proposers and Proposers' representatives should not communicate outside the procedures set forth in this RFP with an officer, employee or agent of the City, including any member of the evaluation panel, with the exception of the RFP Facilitator, regarding this RFP until after contract award. Proposers and their representatives are not prohibited, however, from making oral statements or presentations in public to one or more representatives of the City during a public meeting . A "Proposer" or "Proposer's representative" includes all of the Proposer's employees, officers, directors, consultants and agents, any subcontractors or suppliers listed in the Proposer's proposal, and any individual or entity who has been requested by the Proposer to contact the City on the Proposer's behalf. 13.CONFLICT OF INTEREST The Proposer shall warrant and represent that it presently has no interest and agrees that it will not acquire any interest which would present a conflict of interest under California Government Code sections 1090, et seq., or sections 87100, et seq., during the performance of services under any Agreement awarded . The Proposer further covenants that it will not knowingly employ any person having such an interest in the performance of any Agreement awarded. Violation of this provision may result in any Agreement awarded being deemed void and unenforceable. 14.DISCLOSURE OF GOVERNMENTAL POSITION In order to analyze possible conflicts that might prevent a Proposer from acting on behalf of the City, the City requires that all Proposers disclose in their proposals any positions that they hold as directors, officers, or employees of any governmental entity. Additional disclosure may be required prior to contract award or during 1:f@ Exhibit A Page 22 of 61 term of the contract. Each Proposer shall disclose whether any owner or employee of the firm currently hold positions as elected or appointed officials, directors, officers, or employees of a governmental entity or held such positions in the past twelve (12) months . 15.CONDITIONS TO AGREEMENT, IF ANY. The selected Proposer will execute a Personal Services Agreement with the City describing the Scope of Services to be performed, the schedule for completion of the services, compensation, and other pertinent provisions . The contract shall follow the sample form of Agreement provided as Attachment 1 to this RFP. All Proposers are directed to particularly review the indemnification and insurance requirements set forth in the sample Agreement. The contractor will maintain insurance requirements during the entire time of the contract. To confirm this requirement, within fifteen (15) days from execution of the agreement, the contractor shall furnish the City satisfactory evidence of the insurance requirements and evidence that each carrier is required to give at least thirty (30) days prior notice of the cancellation agreement. The City shall be named additional insured under the Contractor's policies as noted in the agreement. The terms of the agreement, including insurance requirements have been mandated by the City. Submittal of a proposal shall be deemed acceptance of all the terms set forth in this RFP and the sample Agreement for Services unless the Proposer includes with its proposal, in writing, any conditions or exceptions requested by the Proposer to the proposed Agreement. 16. DISQUALIFICATION STATEMENT Proposers shall submit a statement with the proposal to state whether a Proposer, any officer of a proposer, or any employee of a Proposer who has a proprietary interest in the Proposer, has ever been disqualified, removed, or otherwise prevented from proposing on , or completing a federal, state, or local government project because of a violation of law or safety regulation and if so, to explain the circumstances . A proposal may be rejected on the basis of a Proposer, any officer or employee of such Proposer, having been disqualified, removed, or otherwise prevented from proposing on, or completing a federal , state, or local project because of a violation of law or a safety regulation. 17.STANDARD TERMS AND CONDITIONS a. Amendments The City reserves the right to amend or supplement this RFP prior to the proposal due date. All amendments and additional information will be posted to the San Juan Capistrano City website, San Juan Capistrano -Official City Web Si te - Department -Fina ncia l Services-Reques t for Pro posa ls . Proposers should check this web page daily for new information. b. Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the Proposer. All proposals submitted become the property of the City. 23 Exhibit A Page 23 of 61 c. Business License The Contractor must have a City of San Juan Capistrano business license while conducting any work under this contract. 24 Exhibit A Page 24 of 61 EXHIBIT A City of San Juan Capistrano -Banki ng Services B id Form (Mark Items Clearly if "No Proposal: or Contracted to Third Party) E sVmated Total Monthly Est i mated To tal Item Mo.jrthly Un it AFPC q~~ Por·u n.lt C<ts t GOJ t .Annual Cost Volume Ge neral A ccount Services Account Mai ntenance • We.b 4 AAAOOJ Bank Statement. Web 4 CHK111 Information R eporting Partia l R eco nciliation Month ly Ma intenance 2 A RP 003 Paper Repart Prinl & Ship pi no 1 A R P1 80 Image Item Prio r Day Statement 13 1NF450 CSV Report Monthly 1 A RP 502 Web P rior Day Repo rt 4 IN F407 We b Prio r Day Bala nce/Su mmary Upda ted 942 INF4 11 Web Prior Day Transaction Updated 572 INF412 Web Current D!!Y ReP_Ort 4 IN F425 Web Current Day Batance/Summal) 169 IN F413 Updated Web Current Day Transaction Updated 202 INF414 Depo sito ry Services Branch Deposit 40 CHK010 Electronic Cred it 129 C HK0 11 N l!lht Drop Deoosit 29 C HK0 12 Deposit AdminlslraHon Fee 369 9 CHK750 Currency Deposit Standard 309 15 ROC015 Check Deposit on Us 460 C KP 120 Check Deposit· Local C learing House 1672 CJ<P 137 Check Depo_sit • Selecl ln District. CA 2 168 C KP1 38 Check DelliJ§II • All Others 1759 CKP 139 Deposited Item Return -Reclea r 3 RET062 Deposited Item Return -Charcteback 2 RET063 A CH AC H Web Monlhlv Base Fee 3 C PY406 ACH Web Credil Transactions 2 84 C PY407 ACH Web Debit Transactions 1 702 CPY409 ACH W e b Returns Transm ission 4 CPY417 ACH Web Rejej:ts/Rev/Del , C PY420 ACB Web NOC TransmlssloTJ 5 C PY430 ACH Web Batch Release 7 CPY432 Web Addenda Records 1 CPY435 ACH Web Acknowledgement Report 6 C PY458 Paper D isbursement Se rvice s Check Paid Partial ·Truncated 276 AR P034 Pa id Check Charge 16 C HK020 Dally Paid Reoort 2 AR P051 Paid No Issue Report 2 A R P065 Reconcile Stop Payments· Renew al 1 ARP08 2 Transmission Output-Per TX 2 ARP 11 3 Transmission Output -Per Item 296 A R P 114 Check Capture 359 AR P 151 Check l maoe Retrieva l Monthly Fee 1 IM G401 Check lmaQe 4 IMG402 Check ProcessinQ Reiects 15 C KP1 8 1 Pre-EncOded Courier Deposit 16 CKP00 1 Non-Customer Cash Paid on ·us 1 C US301 Credit Error Nolice 2 CKP 19 1 Debit Error Notlce 1 CKP190 Web Stop Payment SinQie l nouirv 3 TS P450 Web Stop Payment Renewal 42 TSP418 Elect ronic D eb it and Wire Transfer Electronic Debit 32 C HK02 1 Wire T ransfer Monthly Fee Web 1 WTM442 Account Transfer End of Day Web 2 WT M4 36 Outooino Domestic W ire Web 6 WTM443 Exhibit A Page 25 of 61 EXHIBIT A City of San Juan Capistrano • Banking Services Bid Form {M ark Items Clearly If "No Proposal : or Cont racted to Thi rd Party) Estimated Tobll Monthly Estlmate<l ro'-'1 !tem Mon1hly Unit AFPCode Pe~Un lt Cost cost AnnuaiOost Voll!me• LAIF LAIF Redernp\lon 1 CSU170 LAIF Investment 1 CSU171 Bill Concentration Monthly License Fee 1 BCS003 Tra nsm ission Fee 19 BCS005 Transacllon Fee 627 BCS007 Retum Fee 2 BCS026 Miscellaneous Items Bank Supplies Endorsement Stamps Deposit Slips DetJO Sit Bags Exhibit A Page 26 of 61 EXHIBIT B City of San Juan Capistrano -Lockbox Services Bid Form (Mark Items Clea rly if "No Proposal or Contracted to Third Party") Item Un it Price Estimated Monthly Monthly Cost Explanation Volume Processing Monthly Maintenance Processed Item Multiple Payment Surcharge Dep_osit Cash Payment Received Additional Processing Ma nuai/E)(press Mall Sort Stub Only Item Photocopy Outline Exception Review Outline Exceptio ns Monthly Outline Exceptio ns llem Outline Excepllons User Image Delivery Services lmaqe Monthly Maintenance lma(Je Web Ite m lm_age Fuli-Pa<Je Item Image CD-ROM Image CD Rom Item Reporting Transmissio ns Custom RePOrt Monthly Other Lockbox Changes PackaQe Pre paration US Mail per item Research Request Annual P.O. Box Rental Initial Fees Lockbox Setup Fee lmaqe Setup Fee Courier Fee Da11y Courier Service Third Party Courier Service Photocopy Per Item Pho tocopy 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 Monthly Cost Explanati on Volume Processing Monthly Maintenance Processed item Multiple Payment Surcharge Deposit Cash Payment Received Additional Processing Manual/Express Mail Sort Stub Only Item Ph otoco py Outline Exception Review Outline ExceptJons Monthly Outline Excepllons Item Outline Exceptio ns Use r 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 Re quest Annual P.O. Box Ren lal Initial Fees Lockbox Setup Fee Image Setu p Fee Courier Fee Daily Courier Service Third Party Courier Service Photocopy Per Item Photocooy 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") --. Aufhorizatioo/EDC Fee -Visa s s s s s Aufhorization/EDC Fee -Mastercard s s s s s Authorization/EDC Fee -l:liscover Network Ca rd s s s s s Authorizatioo/EDC Fee -American Ex ress Card s s s s s s s s $ s s s s s -s s s s -s -s Other Fees (Please provide descri $ s s s $ s s s s s Subtotal All Fees r Transaction s s s s s s s s s s s s s -s s s s s s s $ s s s $ s s s s s - Subtotal Monthly Fees. s nnuat Fees s s s -$ - Oth&r Fees lease provide descri -s s s $ s s s s s • "'~ s s -s s s s s 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: ONGOING SERVICES, NO END DATE] This Agreement shall commence on the effective date of this Agreement and services required hereunder shall continue until notified that said services are no longer required, subject to 15 days notice of termination . [OPTION2: SPECIFIC TERM] This Agreement shall commence on the effective date and shall terminate, and all services required hereunder shall be completed, no later than ---- Section 3. Compensation. 3.1 Amount. Total compensation for the services hereunder shall not exceed $ __ [either, total contract amount, or amount per month or per fiscal year; also specify whether the total compensation includes expenses, etc.], [as set forth in Exhibit "8," 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 inaependent 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 Agreemen t by City, Consultant shall be responsible to the City for the acts and om issions 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 w ith Consultant. Section 11. Copies of Work Product. At the completion of the work , Consultant shall have delivered to City at least one ( 1) copy of any final reports and/or notes or drawings containing Consultant's findings, conclusions, and recommendations with any supporting documentation . All reports submitted to the City shall be in reproducible format, or in the format otherwise approved by the City in writing. Section 12. Ownership of Documents. All reports , information, data and exhibits prepared or assembled by Consultant in connection wfth the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Consultant agrees that they shall not be made available to any individual or organization without prior written consent of the City. All such reports, information, data, and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The City acknowledges such documents are instruments of Consultant's professional services . Section 13. Indemnity. To the fullest extent permitted by law, Consultant agrees to protect, defend, and hold harmless the City and its elective and appointive boards, officers, agents, and employees from any and all claims, liabilities, expenses, or damages of any nature, including attorneys' 3 Exhibit A Page 32 of 61 . ' fees, for injury or death of any person, or damages of any nature, including interference with use of property, arising out of, or in any way connected with the negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's agents, officers, employees, subcontractors, or independent contractors hired by Consultant in the performance of the Agreement. The only exception to Consultant's responsibility to protect, defend, and hold harmless the City, is due to the negligence, recklessness and/or wrongful conduct of the City, or any of its elective or appointive boards, officers, agents, or employees . This hold harmless agreement shall apply to all liab i lity 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 beg i nning any of the services o r work called for by any term of th is Agreement, Consultant, at its own cost and e'<p~nse , 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 subcontrQctor to commence work on any subcontract until all insurance required of the Consultant has also been obtained for the subcontractor. Insurance required herein shall be provided by Insurers in good standing with the State of California and having a minimum Best's Guide Rating of A-Class VII or better. 14.1 Comprehensive General Liability . Throughout the term of this Agreement, Consultant shall maintain in full force and effect Comprehensive General Liability coverage in an amount not less than one million dollars per o·ccurrence ($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 ot her 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 th is Agreement, Consultant shall maintain Errors and Omissions Coverage (professional liability coverage) in an amou nt 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 pol icy/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 ~hall 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 ( 1 0) days' notice to the other party of a material breach of contract. If the other party does not cure the breach of contract, then the agreement may be terminated subsequent to the ten (10) day cure period. Section 16. Notice. All notices shall be personally delivered or mailed to the below listed addresses, or to such other addresses as may be designated by written notice . These addresses shall be used for delivery of service of process: To City: To Consultant: City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano , CA 92675 Attn: __________ _ Section 17. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which he may be entitled. Section 18. Dispute Resolution. In the event of a dispute arising between the parties regarding performance or interpretation of this Agreement, the dispute shall be resolved by binding arbitration under the auspices of the Judicial Arbitration and Mediation Service ("JAMS"). Section 19. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them pertaining to the subject matter thereof. Section 20. Counterparts and Facsimile signatures. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all the Parties had executed the same instrument. Counterpart signatures may be transmitted by facsimile, email, or other electronic means and have the same force and effect as if they were original signatures. 6 Exhibit A Page 35 of 61 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By : ______________________ __ , Mayor CONSULTANT By : ______________________ ~ ATIEST: Maria Morris, City Clerk APPROVED AS TO FORM: Hans Van Ligten, C ity 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. Exhibit A Page 37 of 61 CITY OF SAN JU~N CAPISTRANO Portfolio Summary and Investment Allocation PFM Managed Investments Certificate of Deposit Corporate Note Federal Agency Bond I Note U.S. Treasury Bond I Note City Managed Investments Non-Negotiable Certificates of Deposit Local Agency Investment Fund Total Maturity Distribution Maturity Bucket Under 30 days 31 to 60 days 61 to 90 days 91 to 180 days 181 days to 1 year 1 to 2 years 2 to 3 years 3 to 4 years 4 to 5 years Over 5 years Consolidated Summary Closing Market Value 1,740,909.03 6,297,275 .07 11,532,2 92 .09 10,603,815.70 750,000.00 13,344,459.00 $44,268,750.89 Closing Market Value 13,594,459.00 0.00 0.00 250,393 .50 3,607,955.27 15,460,747.27 11,355,195.85 0.00 0 .00 0.00 $44,268,750.89 Percent 3 .93 14.23 26 .05 23 .95 1.69 30.15 100.00% Percent 30.71 0.00 0.00 0.57 8.15 34.92 25.65 0.00 0.00 0.00 100.00% Sector Allocation Non- Negotiable CD 2 % For the Month Ending October 31, 2014 Federal Agency 26 % SUMMARY Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 38 of 61 City of San Juan Capistrano Investments Managed by the City October 31, 2014 *The information on City Managed Investments (LAIF and Non-Negotiable CD) reported on the following pages has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 39 of 61 Summary of Holdings Cll~ Ot SAN JUAN CAPISTRANO -CITY MANAGED IN VESTMENTS Security Type/Description Dated Date/Coupon/Maturity CUSIP local Government Investment Pools Local Agency Investment Fund LAIFCITY Security Type Sub-Total Non-Negotiable Certificates of Deposit Mission National Bank CD3810607SO -0.50% 11/10/2014 Independence Bank CD999999930B -0.95% 05/08/2016 Farmers and Merchants Bank CD7264 -0.40% 06/25/2016 Security Type Sub-Total Securities Sub-Total Accrued Interest Total Investments Par S&P Moody's Rating Rating 13,344,459.00 NR NR 13,344,459.00 250;000.00 NR NR 250,000.00 NR NR 250,000.00 NR NR 750,000.00 $14,094,459.00 Trade Date 2/28/2009 11/10/2012 5/8/2014 6/25/2014 Settle Date 2/28/2009 11/10/2012 5 /8/2014 6/25/2014 For the Month Endi'ng October 31, 2014 Original Cost YTM Accrued at Cost Inte rest 1.3,344,459:00 0.26% 13,344,459.00 0.26% 250,000.00 0.50% 82.21 250,000.00 0.95% 143.15 250,000.00 0.40% 13.70 750,000.00 0.62% 239.06 $14,094,459.00 0.28% $239.06 Amortized Cost 13,344,459.00 13,344,459.00 250,000.00 250,000.00 25.0,000.00 750,000.00 $14,094,459.00 Market Value 13,344,459.00 13,344,459.00 250,000.00 250,000.00 250~000.00 750,000.00 $14,094,459.00 $239.06 --- $14,094,698.06 CITY MANAGED INVESTMENTS Page 1 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 40 of 61 Earnings Reconciliation CITY OF SAN JUAN CAPISTRANO-CITY MANAGED INVESTMENTS Earnings Reconciliation (Cash Basis) Interest/Dividends/Coupons Received Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses Total Cash Basis Earnings Earnings Reconciliation (Accrual Basis) Ending Amortized Value of Secur ities Ending Accrued Interest Plus Proceeds from Sales/W ithdrawals Plus Proceeds of Maturities/Calls/Pri ncipal Payments Plus Coupons/Dividends Received Less Cost of New Purchases Less Beginning Amortized Value of Securities Less Beginning Accrued Interest Total Accrual Basis Earnings 7,401 .09 0 .00 0 .00 $7,401.09 14,094,459 .00 239 .06 0.00 0 .00 7,401.09 (3,007,014 .00) (11,087,445.00) (226.38) $7,413.77 For the Month Ending October 31, 2014 CITY MANAGED INVESTMENTS Page 2 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano. This report is for informational purposes only. Exhibit A Page 41 of 61 Summary of Transactions & Interest CITYb'F SAN JUAN CA PISTRANO -CITY MANAGED INVESTMENTS 10/07/2014 10/07(2014 Local Agency Investment Fund LAIFCITY 3,000,000.00 10/14/2014 10/~5/2014 Local Ag e ncy Investment Fund LAIF CITY 7,014 .00 Transaction Type Sub-Total 3,007,014.00 INTEREST 10/03/2014 10/03/2014 Mi ssion National Bank -0.50% 11/10/2014 CD381060750 250,000.00 10/09/20~4 10/09/2014 Independence Bank CD 999999930B 250,000.00 -0.95 % 05/08/2016 10/14/2014 10/15/2014 Local Agency Inv estment Fund LAI FCITY 13,337,445.00 10/30/2014 10/30/2014 Far mers and Me rchant s Ba nk CD7264 250,000.00 -0.40% 06 25 201 6 Transaction Type Sub-Total 14,087,445.00 Total Security Transactions For the Month Ending October 31, 2014 Principal Accrued (3,000,000.00) 0.00 (3,000,000.00) (7 ,014.00) 0.00 (7,014 .00) (3,007 ,014.00) 0.00 (3,007,014.00) 0.00 109 .61 109.61 0.00 195 .28 195.28 0.00 7,014.00 7,014.00 0.00 8 2.20 82.20 0 .00 7,401.09 7,401.09 (3,007,014.00) 7,401.09 (2,999,612 .91) CITY MANAGED INVESTMENTS Page 3 *The information on City Managed Investments reported on this page has been compiled by PFM Asset Management based on information provided by the City of San Juan Capistrano . This report is for informational purposes only. Exhibit A Page 42 of 61 City of San Juan Capistrano Investments Managed by PFM Asset Management 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. Exhibit A Page 43 of 61 Managed Account Summary Statement For the Month Ending October 31, 2014 .OT¥ OF SA~ JUAN CAPISTRANQ -XXXXO.l:OO Transaction Summary -Managed Account Cash Transactions Summary -Managed Account Opening Market Value $30,148,384.66 Maturities/Calls 450,000.00 Maturities/Calls ( 450,000.00) Sale Proceeds 0.00 Coupon/Interest/Dividend Income 34,419.30 Principal Dispositions 0.00 Principal Payments 0.00 Principal Acquisitions 446,188.15 Security Purchases (446,355.03) Unsettled Trades 0.00 Change in Current Value 29,719.08 Net Cash Contribution 0.00 Reconciling Transactions 0.00 Closing Market Value $30,174,291.89 Earnings Reconciliation (Cash Basis)-Managed Account Cash Balance Interest/Dividends/Coupons Received 34,419.30 Closing Cash Balance $110,568.38 Less Purchased Interest Related to Interest/Coupons Plus Net Realized Gains/Losses Total Cash Basis Earnings (166.88) (2,420.00) $31,832.42 Earnings Reconciliation (Accrual Basis) Total Ending Amortized Value of Securities End ing 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 Total Accrual Basis Earnings PFJ\·1 Asset l\:I a nagen1ent LLC 30,101,830.31 96,351.52 0.00 450,000.00 34,419.30 ( 446,355.03) (30,121,629 .83) (95,574.43) $19,041.84 Page 1 Exhibit A Page 44 of 61 ~ Portfolio Summary and Statistics CTIY OF SAN JUAN CAPISTRANO -XXXXO 100 Account Summary Description Par Value U.S. Treasury Bond I Note 10,440,000.00 Federal Agency Bond I Note 11,465,000.00 Corporate Note 6,165,000.00 Certificate of Deposit 1,745,000.00 Managed Account Sub-Total 29,815,000.00 Accrued Interest Total Portfolio 29,815,000.00 Unsettled Trades 0.00 49.58% 37.63% I 11.96% 0 .83% n 0.00% 0 -6 Months 6 -12 Months 1 -2 Years 2-3 Years 3-4 Years -==--.=n::\r ::!iii_ PFM Asset Manage n1ent LLC Market Value Percent 10,603,815.70 35.14 US TSY Bond I Note 11,532,292.09 38.22 35.14%1 6,297,275.07 20.87 1,740,909.03 5.77 30,174,291.89 100.00% 96,351.52 30,270,643.41 0.00 Yield to Maturity at Cost Yield to Maturity at Market Duration to Worst Weighted Average Days to Maturity 0.00% 0.00% 4-5 Years Over 5 Years For the Month Ending October 31, 2014 Sector Allocation Cert of Deposit ~5.77% Corporate Note 20.87% Fed Agy Bond I ~Note 38.22% Characteristics Exhibit A Page 45 of 61 0.77% 0.62% 1.73 658 Page 2 ~ Managed Account Issuer Summary For the Month Ending October 31, 2014 CITYOF SAN JUAN CAPISTRANO-)QQ(X0100 Issuer Summary Credit Quality (S&P Ratings) Market Value Issuer of Holdings Percent BERKSHIRE HATHAWAY INC 790,432.72 2.62 CATERPILLAR INC 780,849.08 2.59 3.32% CITIGROUPINC 249,940.50 0.83 AA-. DISCOVER FINANCIAL SERVICES 251,319.25 0.83 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 76.01% 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 $30,174,291.89 100.00% Page 3 PFM Asset Management LLC Exhibit A Page 46 of 61 Managed Account Detail of Securities Held For the Month Ending October 31, 2014 -------;;--~-~~- CITY 'QF SAN JUAN CAPISTRANO -XXXX0100 Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date U.S. Treasury Bond I Note US TREASURY NOTES 912828NP1 100,000.00 AA+ Aaa 09/26/13 D1D 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES 912828NP1 940,000.00 AA+ Aaa 08/15/13 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY NOTES 912828PM6 960,000.00 AA+ Aaa 07/02/14 D1D 12/31/2010 2.125% 12/31/2015 US TREASURY NOTES 912828C40 330,000.00 AA+ Aaa 04/04/14 DTD 03/31/2014 0.375% 03/31/2016 US TREASURY NOTES 912828QP8 580,000.00 AA+ Aaa 12/20/13 D1D 05/31/2011 1.750% 05/31/2016 US TREASURY NOTES 912828QX1 600,000.00 AA+ Aaa 06/02/14 D1D 08/01/20111.500% 07/31/2016 US TREASURY NOTES 912828LP3 915,000.00 AA+ Aaa 03/03/14 D1D 09/30/2009 3.000% 09/30/2016 US TREASURY NOTES 912828RM4 600,000.00 AA+ Aaa 06/02/14 DTD 10/31/2011 1.000% 10/31/2016 US TREASURY NOTES 912828RXO 995,000.00 AA+ Aaa 02/12/14 D1D 01/03/2012 0.875% 12/31/2016 US TREASURY NOTES 912828SC5 50,000.00 AA+ Aaa 02/10/14 D1D 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828SCS 250,000.00 AA+ Aaa 09/08/14 D1D 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828MK3 740,000.00 AA+ Aaa 01/17/14 D1D 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES 912828SCS 1.100,000.00 AA+ Aaa 07/29/14 D1D 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828SM3 1,300,000.00 AA+ Aaa 03/20/14 DTD 03/31/2012 1.000% 03/31/2017 PFl\1 Asset Managetnent llC Settle Date 09/27/13 08/16/13 07/07/14 04/07/14 12/23/13 06/05/14 03/04/14 06/05/14 02/14/14 02/11/14 09/09/14 01/21/14 07/31/14 03/21/14 Original YTM Cost at Cost 102,621.09 0.32 965.446 .10 0.36 986,137.50 0.28 329,651.95 0.43 597,332.03 0.51 613,382.81 0 .46 973,188.28 0.51 606,140.63 0.57 999,702.93 0.71 50,291.02 0.68 250,654.30 0 .76 790,701.56 0.83 1.102,234.38 0.79 1,302,945.31 0.92 Accrued Interest 442 .26 4,157.20 6,873.91 108.79 4,270.77 2,274.46 2.413.19 16.57 2,933.63 110.56 552.82 5,844.09 2.432.40 1.142.86 Amortized Cost 101,064.92 949,738.91 980,534.33 329,751.62 591,257.02 610,862.48 958,2.94 .41 605,111.93 998,547.13 50,220.76 250,615.30 777,757.01 1.102,010.29 1,302,353.73 Market Value 101,195.30 951.235.82 981,300.48 330,386.72 592,642.19 611,296 .80 958,391.02 605,718.60 1,000,674.49 50,273.45 251,367.25 780,873.16 1.105,015 .90 1.309,241.70 Page 4 Exhibit A Page 47 of 61 ~PPM' ~ Managed Account Detail of Securities Held -CJT)'' OF SAN JUAN CAPISTRANO -XXXXO lOC> Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date U.S. Treasury Bond I Note US TREASURY NOTES 912828SY7 500,000.00 AA+ Aaa 06/02/14 om 05/31/2012 0 .625% 05/31/2017 US TREASURY NOTES 912828TG5 5,000.00 AA+ Aaa 07/29/14 om 07/31/2012 o.5oo% 07/31/2017 US TREASURY NOTES 912828TG5 475,000.00 AA+ Aaa 07/02/14 om 07/31/2012 o.500% 07/31/2017 Security Type Sub-Total 10,440,000.00 ral Agency Bond I Note FFCB NOTES 3133EANJ3 300,000.00 AA+ Aaa 06/1S/12 om 05/01/2012 o.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL NOTES 313383V81 1,000,000.00 AA+ Aaa 08/20/13 om 08/09/2013 o.375% 08/28/2015 FEDERAL FARM CREDIT BANK BONDS 3133ECB86 1,000,000.00 AA+ Aaa 12/26/12 om 12/26/2012 0.420% 10/15/2015 FHLB (EX-CALLABLE) GLOBAL NOTES 3130AOGKO 1,000,000.00 AA+ Aaa 01/06/14 om 12/30/2013 0.375% 12/30/2015 FEDERAL HOME LOAN BANK GLOBAL NOTES 3130AOSD3 245,000.00 AA+ Aaa 09/22/14 om 01/24/2014 0.375% 02/19/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 400,000.00 AA+ Aaa 08/20/13 om 02/15/2013 o .500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 445,000.00 AA+ Aaa 10/24/14 om 02/15/2013 o.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 500 ,000.00 AA+ Aaa 09/25/14 om 02/15/2013 o.500% 03/30/2016 FHLMC NOTES 3137EACT4 240,000.00 AA+ Aaa 09/26/14 DTD 04/08/2011 2.500% 05/27/2016 FHLMC NOTES 3137EACT4 950,000.00 AA+ Aaa 02/19/14 om 04/08/2011 2.500% OS/27/2016 .:=:=-. =PF:>I' ~PFM Asset Managen1ent llC Settle Date 06/05/14 07/31/14 07/07/14 06/15/12 08/21/13 12/26/12 01/07/14 09/23/14 08/21/13 10/27/14 09/26/14 09/29/14 02/20/14 Original YTM Cost at Cost 496,796.88 0 .84 4,923.63 1.02 467,856.45 1.00 10,640,006.85 0.64 300,000 .00 0.50 999,510.00 0.40 1,000,000.00 0.42 999,400.00 0.41 245,159.25 0.33 398,268 .00 0 .67 446,188.15 0.31 500,805.00 0 .39 248,088.00 0.46 994,298.50 0.43 For the Month Ending October 31, 2014 Accrued Interest 1.314.89 6 .32 600 .20 35,494.92 750.00 656 .25 186.67 1,260.42 183.75 172.22 191.60 215 .28 2,566.67 10,159.72 Amortized Cost 497,229.02 4,929.98 468,590.55 10,578,869.39 300,000.00 999,807.10 1,000,000.00 999,646.90 245,147.32 399,057.64 446,178.90 500,753.34 247,657.07 980,736.19 Market Value 497,890.50 4,951.17 470,361.15 10,603,815.70 300 ,504 .90 1,001,685.00 1,002,015.00 1,001,414.00 245,277.34 400,728.00 445,809.90 500,910.00 247,685 .28 980,420.90 Page 5 Exhibit A Page 48 of 61 ~ Managed Account Detail of Securities Held Cffi' OF SAN JUAN CAPISTRANO -XXXXOiOO Security Type/Description S&P Moody's Trade Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Federal Agency Bond I Note FHLB NOTES 3130A2T97 500,000.00 AA+ Aaa 09/25/14 DTD 08/07/2014 0.500% 09/28/2016 FHLB NOTES 3130A2T97 620 ,000 .00 AA+ Aaa 08/06/14 DTD 08/07/2014 0.500%09/28/2016 FNMA NOTES 3135GOJA2 2,050,000.00 AA+ Aaa 09/03/14 DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1US 700,000.00 AA+ Aaa 04/03/14 DTD 04/28/2014 1.625% 04/28/2017 FREDDIE MAC GLOBAL NOTES 3137EADJ5 1,000,000.00 AA+ Aaa 08/13/14 DTD 06/25/2012 1.000% 07/28/2017 FNMA NOTES 3135GOZLO 515,000.00 AA+ Aaa 08/21/14 DTD 08/25/2014 1.000% 09/27/2017 Security Type Sub-Total 11,465,000.00 orate Note PROCTER & GAMBLE CO CORP NOTES 742718BZ1 720,000.00 AA-Aa3 08/20/13 DTD 11/25/2003 4.850% 12/15/2015 CATERPILLAR FINANCIAL SE 14912L4S7 760,000 .00 A A2 08/20/13 DTD 04/01/2011 2 .650% 04/01/2016 IBM CORP GLOBAL NOTES (EX-CALLABLE) 459200HL8 805,000.00 AA-Aa3 08/20/13 DTD 05/07/2013 0.450% 05/06/2016 JPMORGAN CHASE & CO GLOBAL NOTES 46625HJA9 760,000.00 A A3 08/20/13 DTD 06/29/2011 3.150% 07/05/2016 GENERAL ELEC CAP CORP 36962G6Z2 790,000.00 AA+ A1 08/20/13 DTD 07/12/2013 1.500% 07/12/2016 WELLS FARGO & COMPANY 94974BFL9 800,000.00 A+ A2 08/20/13 DTD 07/29/2013 1.250% 07/20/2016 ! PFi\·1 Asset Managen1ent LLC Settle Date 09/26/14 08/07/14 09/04/14 04/28/14 08/14/14 08/25/14 08/23/13 08/23/13 08/23/13 08/23/13 08/23/13 08/23/13 Original YTM Cost at Cost 498,615.00 0.64 618,605.00 0.61 2,059.799.00 0.94 707,847.00 1.24 1,000,700.00 0.98 513,161.45 1.12 11,530,444.35 0.67 789,228.00 0.65 790,673.60 1.07 795 ,8 79.35 0.88 794,656.00 1.52 793,160.00 1.36 799,336.00 1.28 For the Month Ending October 31, 2014 Accrued Interest 229.17 284.17 256.25 94.79 2,583.33 486.39 20,276.68 13,192.00 1,678.33 1.760.94 7,714.00 3,587 .9 2 2.,805.56 Amortized Cost 498,681.81 618,755.76 2,059,224.94 703.862.92 1.000,650.35 513.267.95 11,513,428.19 753,744.18 776,784.04 799,865.44 780.465.28 791.874.87 799,605.20 Market Value. 499,005.50 618.766 .82 2,066,879.70 704,811.80 1.001,723.00 514,654.95 11,532,292.09 753,994.80 780,849.08 803.794.11 786,097.64 800,102.52 805.409.60 Page 6 Exhibit A Page 49 of 61 Managed Account Detail of Securities Held For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO -XXXXO~OO " -- Security Type/Description S&P Moody's Trade Settle Original YTM Accrued Amortized Market Dated Date/Coupon/Maturity CUSIP Par Rating Rating Date Date Cost at Cost Interest Cost Value BERKSHIRE HATI-JAWAY INC GLOBAL NOTES 084670BB3 770,000.00 AA Aa2 08/20/13 08/23/13 79S,710.30 1.06 3,576.22 785,539.94 790.432 .72 DTD 08/15/2011 2 .200% 08/15/2016 TOYOTA MTR CRED NOTES 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 DTD 09/15/2011 2.000% 09/15/2016 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 ificate of Deposit GOLDMAN SACHS BANK USA 38143AJLO 250,000.00 NR NR 02/08/12 02/08/12 250,000 .00 1.04 604.11 250,000.00 250,393 .50 DTD 02/08/2012 1.050% 02/09/2015 DISCOVER BANK 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 DTD 09/26/2012 1.050% 09/28/2015 GE CAPITAL BANK 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 DTD 05/03/2013 0.700% 05/03/2016 CIT BANK (CALLABLE) 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 DTD 05/15/2013 1.000% 05/15/2017 US BANK NA CINONNATI (CALLABLE) CD 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 DTD 09/11/2014 1.375% 09/11/2017 Security Type Sub-Total 1,745,000.00 1,743,800.55 1.14 4,322.73 1,743,856.37 1,740,909.03 Managed Account Sub-Total 29,815,000.00 30,257,154.20 0.77 96,351.52 30,101,830.31 30,174,291.89 Securities Sub-Total $29,815,000.00 $30,257,154.20 0.77% $96,351.52 $30,101,830.31 $30,174,291.89 Accrued Interest $96,351.52 Total Investments $30,270,643.41 Page 7 PF!vi Asset Management LLC Exhibit A Page 50 of 61 -PF~1 ~ Managed Account Fair Market Value & Analytics CITY QF SAN JUAN · CAPISTRANO-.)OOQ(QlOO Security Type/Description Dated Date/Coupon/Maturity CUSIP U.S. Treasury Bond I Note US TREASURY N01ES 912828NP1 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY N01ES 912828NP1 DTD 08/02/2010 1.750% 07/31/2015 US TREASURY N01ES 912828PM6 DTD 12/31/2010 2.125% 12/31/2015 US TREASURY N01ES 912828C40 DTD 03/31/2014 0.375%03/31/2016 US TREASURY N01ES 9128280P8 DTD 05/31/20111.750% 05/31/2016 US TREASURY N01ES 9128280X1 DTD 08/01/20111.500% 07/31/2016 US TREASURY N01ES 912828LP3 DTD 09/30/2009 3.000% 09/30/2016 US TREASURY N01ES 912828RM4 DTD 10/31/20111.000% 10/31/2016 US TREASURY N01ES 912828RXO DTD 01/03/2012 0.875% 12/31/2016 US TREASURY N01ES 912828SC5 DTD 01/31/2012 0 .8 75% 01/31/2017 US TREASURY NOTES 912828SC5 DTD 01/31/2012 0.875% 01/31/2017 US TREASURY NOTES 912828MK3 DTD 02/01/2010 3.125% 01/31/2017 US TREASURY NOTES 912828SC5 DTD 01/31/2012 0 .8 75% 01/31/2017 US TREASURY N01ES 912828SM3 DTD 03/31/2012 1.000% 03/31/2017 US TREASURY N01ES 912828SY7 DTD 05/31/2012 0.625% 05/31/2017 US TREASURY NOTES 912828TG5 DTD 07/31/2012 0.500% 07/31/2017 US TREASURY N01ES 912828TG5 DTD 07/3U2012 0.500% 07/31/2017 PFM Asset Managernent LLC -- Next Call Market Par Broker Date Price 100,000.00 CffiGRP 101.20 940,000.00 CffiGRP 101.20 960,000.00 MERRILL 102.22 330,000.00 MORGANST 100.12 580,000.00 MERRILL 102.18 600,000.00 MORGANST 101.88 915,000.00 MORGANST 104.74 600,000.00 MERRILL 100 .95 995,000.00 MERRILL 100.57 50,000.00 MORGANST 100.55 250,000.00 CffiGRP 100.55 740,000.00 CffiGRP 105 .52 1.100,000.00 CffiGRP 100.55 1.300,000.00 HSBC 100.71 500,000 .00 CffiGRP 99 .58 5,000.00 MORGANST 99.02 475,000.00 MORGANST 99.02 Market Value 101.19S .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 (9,8 28.40) 3.781.52 6,296.39 1,093 .62 27 .54 2,504.70 For the Month End in g October 31, 2014 Unreal G/L Effective Duration YTM Amort Cost Duration to Worst at Mkt 130.38 0 .75 0 .75 0.15 1.496.91 0.75 0.75 0.15 766 .15 1 .15 1.15 0 .22 635.10 1.41 1.41 0.~9 1,385 .17 1.55 1.55 0 .3 7 434.32 1.72 1.72 0.42 96 .6 1 1.87 1.87 0.51 606.67 1.98 1.98 0.52 2,127.36 2.14 2.14 0 .61 52.69 2.22 2.22 0.63 751.95 2 .22 2 .22 0.63 3,116.15 2.17 2.17 0.65 4,005.61 2.22 2.22 0.63 6,887.97 2.38 2.38 0.70 661.48 2 .55 2.55 0.79 21.19 2.72 2.72 0.86 1,770.60 2.72 2.72 0.86 Page 8 Exhibit A Page 51 of 61 ..... .:=PF:\ ~ Managed Account Fair Market Value & Analytics C:ITY ®F SAN JUAN CAPISTRANO-)()GO(QlOQ, Security Type/Description Dated Date/Coupon/Maturity CUSIP Par Broker Security Type Sub-Total . 10,440,000.00 Federal Agency Bond I Note FFCB NOTES 3133EANJ3 300.000.00 NEW ACCT DTD 05/01/2012 0.500% 05/01/2015 FEDERAL HOME LOAN BANK GLOBAL 313383V81 1,000,000.00 NOMURA NOTES DTD 08/09/2013 0.375% 08/28/2015 FEDERAL FARM CREDIT BANK BONDS 3133ECB85 1,000,000 .00 NEW ACCT DTD 12/25/2012 0.420 % 10/15/2015 FHLB (EX-CALLABLE) GLOBAL NOTES 3130AOGKO 1.000.000.00 HSBC DTD 12/30/2013 0.375% 12/30/2015 FEDERAL HOME LOAN BANK GLOBAL 3130AOSD3 245,0 00 .00 WELLSFAR NOTES DTD 01/24/2014 0.375 % 02/19/2015 FANNIE MAE GLOBAL NOTES 3135GOVA8 400,000.00 CillGRP DTD 02/15/2013 0.500% 03/30/2016 FANNIE MAE GLOBAL NOTES 3135GOVA8 445,000.00 NOMURA DTD 02/15/2013 0.500% 03/30/2015 FANNIE MAE GLOBAL NOTES 3135GOVA8 500,000.00 WELLSFAR DTD 02/15/2013 0 .500% 03/30/2016 FHLMC NOTES 3137EACT4 240,000.00 MERRILL DTD 04/08/2011 2.500% 05/27/2016 FHLMC NOTES 3137EACT4 950,000.00 MERRILL DTD 04/08/2011 2.500% 05/27/2016 FHLB NOTES 3130A2T97 500 ,000.00 MERRILL DTD 08/07/2014 0.500% 09/28/2016 FHLB NOTES 3130A2T97 620,000.00 MORGANST DTD 08/07/2014 0.500% 09/28/2016 FNMA NOTES 3135GOJA2 2.050,000 .00 TD SEC U DTD 03/01/2012 1.125% 04/27/2017 FHLB GLOBAL NOTE (CALLABLE) 3130A1U5 700,000.00 MERRILL DTD 04/28/2014 1.625% 04/28/2017 FREDDIE MAC GLOBAL NOTES 3137EADJ5 1,000,000 .00 JPMCHASE DTD 06/25/2012 1.000% 07/28/2017 PFM Asset Managen1ent LLC Next Call Market Date Price 100.17 100.1 7 100.20 100.14 100.11 100.18 100.18 100.18 103 .2 0 103.20 99.80 99.80 100 .82 04/28/15 100.69 100 .17 Market Value 10,603,815.70 300,504.90 1,001,585.00 1,002,015.00 1,001.414.00 245,277.34 400,728.00 445,809.90 500,910.00 247,685 .28 980,420.90 499,005.50 618,766.82 2,066,879 .70 704,811.80 1,001, 723 .00 Unreal G/L On Cost (36,191.15) 504.90 2,175.00 2,015 .00 2,014 .00 118.09 2.460 .00 (378.25) 105.00 (402.72) (13,877.60) 390.50 161.82 7,080 .70 (3,035 .20) 1,023 .00 For the Month Ending October 31, 2014 Unreal G/L Effective Duration YTM Amort Cost Duration to Worst at Mkt 24,946.31 1.88 1.88 0.52 504.90 0.50 0.50 0.16 1,877.90 0.82 0.82 0.17 2,015 .00 0.95 0.95 0.21 1.767.10 1.15 1.16 0.25 130.02 1.30 1.30 0.29 1,570.36 1.41 1.41 0.37 (359.00) 1.41 1.41 0.37 155.66 1.41 1.41 0.37 28 .2 1 1.53 1.53 0.45 (315.29) 1.53 1.53 0.45 323 .69 1.90 1.90 0.60 11.06 1.90 1.90 0.60 7,654 .76 2.45 2.45 0.79 948.88 0.61 0.49 1.34 1.072 .65 2.69 2.69 0.94 Page 9 Exhibit A Page 52 of 61 Managed Account Fair Market Value & Analytics CITY OF 'SAN JUAN CAPISTRANO ;: XXXXCHOO Security Type/Description Dated Date/Coupon/Maturity DTD 08/25/2014 1.00 0% 09!27/2017 Security Type Sub-Total Corporate Note PROCTER & GAMBLE CO CORP NOTES DTD 11/25/2003 4.850% 12/15/2015 CATERPILLAR FINANCIAL SE DTD 04/01/2011 2.650% 04/01/2016 IBM CORP GLOBAL NOTES (EX-CALLABLE) DTD 05 /07/2013 0.450% 05/06/2016 JPMORGAN CHASE & CO GLOBAL NOTES DTD 06/29/2011 3.150% 07/05/2016 GENERAL ELEC CAP CORP DTD 07/12/2013 1.500 % 07/12/2016 WELLS FARGO & COMPANY DTD 07/29/2013 1.250% 07/20/2016 BERKSHIRE HATHAWAY INC GLOBAL NOTES DTD 08/15/2011 2.200 % 08/15/2016 TOYOTA MTR CRED NOTES DTD 09/15/2011 2.000% 09£1 5/2 016 Security Type Sub-Total Certificate of Deposit GOLDMAN SACHS BANK USA DTD 02/08/201 2 1.050% 02 /09/2015 DISCOVER BANK DTD 09/26/2012 1.050% 09/28/2015 GE CAPITAL BANK DTD 05/03/2013 0.700% 05/03/2016 .::!ili=--p p ;,r CUSIP Par Broker 11,465,000.00 742718BZ1 720,000.00 RBC CAP 14912L4S7 760,000 .00 MERRILL 459200HL8 805,000.00 BNP PARI 46625HJA9 760,000 .00 STIFEL 36962G6Z2 790,000.00 WELLSFAR 94974BFL9 800,000 .00 WELLSFAR 084670BB3 770,000.00 WELLSFAR 89233 P5E2 760 ,00 0.00 BARCLAY$ 6,165,000.00 38143AJLO 250 ,000.00 NEW ACCT 254671GN4 250,000.00 NEW ACCT' 36160JPD'I 25 0.000 .00 NEW ACCT ~ PFM Asset Manag en1ent LLC Next Call Market Date Price 104 .72 102.74 99.85 103.43 101.28 100 .68 102 .65 102.18 100 .16 100.53 99.77 Market Value 11,532,292.09 753,994.80 780,849.08 803,794.11 785,097 .64 800,102.52 805,409 .60 790,432.72 776,594.6 0 6,297,275.07 250 .393 .50 251 ,319 .25 249.437 .25 Unreal G/L On Cost 1,847.74 (35,233 .20) (9 ,824.52) 7,914.76 (8,558.36) 6,942 .52 6,073 .60 (5,277 .58) (7,664 .60) (45,627.38) 393.50 1,319.25 (562.75) For the Month Ending October 31, 2014 Unreal G/L Effective Duration YTM Amort Cost Duration to Worst at Mkt 18,863.90 1.65 1.64 0.57 250.62 1.08 1.08 0.62 4,065 .04 1.39 1.39 0.70 3,928.67 1.50 1.50 0.55 5,532 .36 1.52 1.62 1.08 8,227.65 1.67 1.67 0.74 5,804.40 1.69 1.69 0.85 4,892.78 1.75 1.75 0.70 (1,202.81) 1.84 1.84 0.82 31,598.71 1.57 1.57 0.76 393 .50 0.28 0.28 0 .72 1,319 .25 0.91 0.91 0.46 (562.75 ) 1.50 1.50 0.84 Page 10 Exhibit A Page 53 of 61 Managed Account Fair Market Value & Analytics CTIY OF SAN .JUAN CAPISTRA rN O-)QOO<OlOO Security Type/Description Dated Date/Coupon/Maturity ate of Deposit CIT BANK (CAUABLE) DID 05/15/2013 1.000% 05/15/2017 US BANK NA CINONNATI (CALLABLE) CD DID 09/11£2014 1.375 % 09/11/20 17 Security Type Sub-Total Managed Account Sub -Total Securities Sub-Total Accrued Interest Total Investments ~ ='PF:>of' CUSIP Par Broker 17284CEH3 250,000.00 NEW ACCf 90333VPF1 745 ,000 .00 US BANK 1,745,000.00 29,815,000.00 $29,815,000.00 ~;::=-PFM As set Manag ement LLC Next Call Market Market Date Price Value 11115/14 99.98 249,940 .50 08/11/17 99 .30 739 ,818.53 1,740,909.03 30,174,291.89 $30,174,291.89 $96,351.52 $30,270,643.41 For the Month End ing October 31, 2014 Unreal G/L Unreal G/L Effective Duration YTM On Cost Amort Cost Duration to Worst at Mkt (59.50) (59.50) 2.53 253 0.98 (3,982.02) (4,037.84) 2.84 2.84 1.60 (2,891.52) (2,947.34) 1.96 1.96 1.11 (82,862.31) 72,461.58 1.73 1.73 0.62 ($82,862.31) $72,461.58 1.73 1.73 0.62% Page 11 Exhibit A Page 54 of 61 ~ .f Managed Account Security Transactions & Interest For the Month Ending October 31, 2014 CITY OF SAN JUAN CAPISTRANO; ->006<0100 - Principal Accrued Realized G/L Realized G/L Sale 10/24/14 10/27/14 FANNIE MAE GLOBAL NOTES 3135GO VA8 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) NTEREST 10/01/14 10/01/14 CATERPILLAR FINANCIAL SE 14912L4S7 760,000 .00 0.00 10,070.00 10,070.00 DTD 04/01/2011 2.650% 04/01/2016 10/15/14 10/15/14 FEDERAL FARM CREDIT BANK BONDS 3133ECBB6 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 3135GOJA2 2,050,000 .00 0.00 11 ,531.25 11,531.25 DTD 03/01/2012 1.125% 04/27/2017 10/28/14 10/28/14 FHLB GLOBAL NOTE (CALLABLE) 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 10/31/20111.000% 10/31/2016 ,, Transaction Type Sub-Total 5,560,000.00 0.00 34,419.30 34,419.30 10/20/14 10/20/14 AMERICAN EXPR CENTURION 02587DEU8 200,000.00 200,000.00 0.00 200,000.00 (2,420.00) 0.00 DTD 10/20/20111.400% 10/20/2014 10/24/14 10/24/14 INDEPENDENCE BK OWENSBOR 45340KCU 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) o.oo Managed Account Sub-Total 3,811.85 34,252.42 38,064.27 (2,420.00) 0.00 Total Security Transactions $3,811.85 $34,252.42 $38,064.27 ($2,420.00) $0.00 Page 12 PFM Asset l\1 anagen1ent ll...C Exhibit A Page 55 of 61 Important Disclosures --~----------------fmpGrtant Qisclosur~s This statement is for general information purposes only and is not intended to provide specific advice or recommendations. PFM Asset Management LLC ("PFM") is an investment advisor registered with the Securities and Exchange Commission, and is required to maintain a written disclosure statement of our background and business experience. If you would like to receive a copy of our current disclosure statement, please contact Service Operations at the address below. Proxy Voting PFM does not normally receive proxies to vote on behalf of its clients. However, it does on occasion receive consent requests. In the event a consent request is received the portfolio manager contacts the client and then proceeds according to their instructions. PFM's Proxy Voting Policy is available upon request by contacting Service Operations at the address below. Questions About an Account PFM's monthly statement is intended to detail our investment advisory 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 facilnate record keeping and that the custodian bank statement and the PFM statement should be reconciled and differences resolved , Many custodians use a settlement date basis which may resun in the need to reconcile due to a timing difference. Account Control PFM does not have the authority to withdraw funds from or deposit funds to the custodian . Our clients retain responsibility for their internal accounting policies; implementing and enforcing internal controls and generating ledger entries or otherwise recording transactions. Market Value Generally, PFM's market prices are derived from closing bid prices as of the last business day of the month as supplied by Interactive Data. Bloomberg or Telerate. \M1ere prices are not available from generally recognized sources the securities are priced using a yield-based matrix system to arrive at an estimated market value . Prices that fall between data points are interpolated . Non-negotiable FDIC-insured bank certificates of deposit are priced at par. Anhough PFM believes the prices to be reliable, the values of the securities do not always represent the prices at which the securities could have been bought or sold . Explanation of the valuation methods for money market and TERM funds is contained in the appropriate fund information statement. Amortized Cost The original cost of the principal of the security is adjusted for the amount of the periodic reduction of any discount or premium from the purchase date until the date of the report . Discount or premium with respect to short term securities (those with less than one year to maturity at time of issuance) is amortized on a straightline basis. Such discount or premium with respect to longer term securities is amortized using the constant yield basis. Tax Reporting Cost data and realized gains /losses are provided for informational purposes only. Please review for accuracy and consun your tax advisor to determine the tax consequences of your security transactions . PFM does not report such information to the IRS or other taxing authorities and is not responsible for the accuracy of such information that may be required to be reported to federal, state or other taxing authorities . Financial Situation In order to better serve you, PFM should be promptly notified of any material change in your investment objective or financial situation. Callable Securities Securities subject to redemption prior to maturity may be redeemed in whole or in part before maturity, which could affect the yield represented . Portfolio The securities in this portfolio, including shares of mutual funds, are not guaranteed or otherwise protected by PFM, the FDIC (except for certain non-negotiable certificates of deposit) or any government agency, Investment in securities involves risks, including the possible loss of the amount invested . Rating Information provided for ratings is based upon a good faith 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 or at the FINRA Regulation Internet website address www.nasd .com. A brochure describing the FINRA Regulation Public Disclosure Program is also available from the FINRA upon request. Key Terms and Definitions Dividends on money market funds consist of interest earned, plus any discount ratably amortized to the date of maturity, plus all realized gains and losses on the sale of securities prior to maturity , less ratable amortization of any premium and all accrued expenses to the fund . Dividends are accrued daily and may be paid either monthly or quarterly. The monthly earnings on this statement represent the estimated dividend accrued for the month for any program that distributes earnings on a quarterly basis. There is no guarantee that the estimated amount will be paid on the actual distribution date. Current Yield is the net change, exclusive of 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 muniplying 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 muniplying the par or principal value of each security or 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 date of mortgage backed or callable securities are used in this statement. However the actual maturity of these securities could vary depending on the level or prepayments on the underlying mortgages or whether a callable security has or is still able to be called. Monthly distribution yield represents the net change in the value of one share (normally $1 .00 per share) resulting from all dividends declared during the month by a fund expressed as a percentage of the value of one share at the beginning of the month. This resuning 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, matur~y value and the time period from purchase date to maturity, stated as a percentage , on an annualized basis. YTM at Market 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 Sis Harrisburg, PA 17101 Exhibit A Page 56 of 61 City of San Juan Capistrano Portfolio Summary Report Format: By Totals Group By : Security Sector Portfolio/Report Group: Successor Agency of the SJC CRA As of 10/31/2014 Face Description CUSIP/Ticker Amount/Shares Certificate Of Deposit 1,000,000.00 Local Government 1,120,533.57 Investment Pool US Agency 2,000,000.00 Cost Value Book Value Market Value 1,000,000.00 1,000,000.00 1,000,202.25 1,120,533.57 1,120,533.57 1,120,533.57 -- 1,999,250.00 1,999,766.34 2,000,549.00 -- Total 1 Average 4,120,533.57 4,119,783.57 4,120,299.91 4,121,284.82 YTM@ Accrued Days To 0/o of Cost Interest Maturity Portfolio ---- 0.463 126.71 250 24.27 -- 0.261 0.00 1 27.20 --- 0.201 1,250.41 134 48.53 -- 0.281 1,377.12 126 100 Exhibit A Page 57 of 61 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@ 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 073296AZ8 11/18/2013 250,000 .00 0.00 0.00 250,000.00 250,202.25 102.74 106.16 0.500 NR NR 8/18/2015 291 8/18/2015 Farmers & Merchants Bank CD 7265 0.15 6/25/2014 500,000.00 0.00 0.00 500,000.00 500,000.00 61.64 63.69 0.150 NR NR 12/24/2014 54 12/24/2014 Independence Bank 1.05 CD528059049 6/21/2013 250,000.00 0.00 0.00 250,000 .00 250,000.00 215 .8 5 223.04 1.050 NR NR 6 /21/2016 599 6/21/2016 -----------Sub Total/ Average 1,000,000.00 0.00 o.oo 1,000,000.00 1,000,202.25 380.23 392.89 0.463 250 Certificate Of Deposit -------------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 1,939.86 1,939.86 0.261 NR NR N/A ----------- Sub Total/ Average Local 1,118,593.71 1,939.86 o.oo 1,120,533.57 1,120,533.57 1,939.86 1,939.86 0.261 1 Government Investment Pool ---US AGENCY FFCB 0.22 3133EDBE1 12/20/2013 999,500 .00 0.00 0 .00 999,500 .00 1,000,525 .00 0.00 189.44 0.252 Moodys-S&P-AA+ 7/9/2015 251 7/9/2015 Aaa FHLB 0.125 3130AOC81 11/19/2013 999,750 .00 0.00 0.00 999,750 .00 1 ,000,024 .00 0 .00 107.64 0.150 Moodys-S&P-AA+ 11/18/2014 18 11/18/2014 Aaa -----------Sub Total/ Average 1,999,250.00 0.00 o.oo 1,999,250.00 2,000,S49.00 o.oo 297.08 0.201 134 US Agency === --- Total I 4,117,843.71 1,939.86 0.00 4,119,783.57 4,121,284.82 2,320.09 2,629.83 0.281 126 Average Exhibit A Page 58 of 61 City of San Juan Capistrano Portfolio Summary Report Format: By Totals Group By: Security Sector Portfolio/Report Group: San Juan Capistrano Housing Authority As of 10/31/2014 Face Description CUSIP /Ticker Amount/Shares Cost Value Certificate Of Deposit 575,000.00 575,000.00 Local Government 1,126,101.34 1,126,101.34 Investment Pool US Agency 925,000.00 924,856.25 US Treasury 1,500,000.00 1,500,747.50 Book Value Market Value 575,000.00 575,022.28 1,126,101.34 1,126,101.34 --924,883.88 924,525.28 1,500,621.37 1,501,132.94 Total 1 Average 4,126,101.34 4,126,705.09 4,126,606.59 4,126,781.84 YTM@ Accrued Days To 0/o of Cost Interest Maturity Portfolio 0.604 157.87 366 13.93 0.261 0.00 1 27.29 0.228 401.31 361 22.41 0.244 578.65 446 36.37 0.295 1,137.83 294 100 Exhibit A Page 59 of 61 City of San Juan Capistrano Monthly Change In Portfolio Report Format: By Transaction Group By: Security Sector Portfolio/Report Group: San Juan Capistrano Housing Authority Begin Date: 9/30/2014, End Date: 10/31/2014 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period-YTM@ Rating Rating Maturity Days To Description CUSIP /Ticker Date Cost Value Principal Principal Value Ending MV Interest/ Dividends MV Cost 1 2 Date Maturity ------------ CERTIFICATE OF DEPOSIT Farmers and Merchants Bank CD16646806 9/18/2014 250,000.00 0 .00 0 .00 250,000 .00 250,000.00 51.37 53 .08 0 .250 None None 9/18/2015 322 0.25 9 /18/2015 GE Capital Bank 36160JYL6 0.55 4 /13/2015 10/11/2013 75,000.00 0.00 0.00 75 ,000.00 75 ,022.28 206.82 35.04 0.550 NR NR 4/13/2015 164 Independence Bank 0.9 CD526841368 10/6/2014 0.00 125,000.00 0 .00 125,000.00 125,000.00 0.00 77.05 0.900 None None 10/6/2015 340 10/6/2015 Independence Bank 1.05 CD528450287 6/21/2013 125,000.00 0.00 0.00 125,000.00 125,000.00 107.92 111.52 1.050 NR NR 6/21/2016 599 6/21/2016 --------------- Sub Total/ Average 4SO,OOO.OO 125,000.00 o.oo 575,000.00 575,022.28 366.11 276.69 0.604 366 Certificate Of Deposit -LOCAL GOVERNMENT INVESTMENT POOL Local Agency Investment LAIFHA 6/19/2013 1,125,807. 77 293.57 0.00 1,126,101.34 1,126,101.34 293.57 293 .57 0.261 NR NR N/A Fund LGIP ---------------Sub Total/ Average Local 1,125,807.77 293.57 0.00 1,126,101.34 1,126,101.34 293.57 293.57 0.261 1 Government Investment Pool ----- US AGENCY FFCB 0 .21 3133EDM82 6/26/2014 150,000.00 0.00 0 .00 150,000.00 149,923.95 0.00 27 .13 0.210 S&P-AA+ Moodys -11/27/2015 392 11/27/2015-14 Aaa FHLB 0 .125 3130A2SJ6 8/27/2014 624,856.25 o.oo 0 .00 624,856 .25 624,696.88 0.00 67 .27 0.150 S&P-AA+ Moodys-7/30/2015 272 7/30/2015 Aaa FHLB 0.57 3130A2AD8 7/16/2014 150,000.00 0.00 0.00 150,000.00 149,904.45 0.00 71.25 0 _570 Moodys -S&P-AA+ 9/30/2016 700 9/30/2016-14 Aaa --------------- Sub Total/ Average 924,856.25 0.00 0.00 924,856.25 924,525.28 0.00 165.65 0.228 361 US Agency ---US TREASURY Exhibit A Page 60 of 61 Interest Earned During Ending Credit Credit Ending Settlement Beginning Buy Sell Ending Cost Period-YTM@ Rating Rating Maturity Days To Description CUSIP /Ticker Date Cost Value Principal Principal Value Ending MV Interest/ Dividends MV Cost 1 2 Date ~ ---T-Note 0.25 912828TT7 8/27/2014 500,625.00 0.00 0 .00 500,625.00 500,508.00 625 .00 106.18 0.140 S&P-AAA Moodys-10/15/2015 349 10/15/2015 Aaa T-Note 0.25 912828UW8 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-4/15/2016 532 4/15/2016 Aaa T-Note 0 .375 912828641 8/27/2014 500,937.50 0.00 0 .00 500,937.50 500,976.50 0 .00 157.95 0.243 S&P-AAA Moodys-1/31/2016 457 1/31/2016 Aaa ---------------Sub Total/ Average 1,500,747.50 0.00 o.oo 1,S00,747.50 1,501,132.94 1,250.00 370.31 0.244 446 US Treasury -~-~ Total/ 4,001,411.52 125,293.57 o.oo 4,126,705.09 4,126,781.84 1,909.68 1,106.22 0.295 294 Average Exhibit A Page 61 of 61 CollectorSolutions, 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 Paseo Adelanto San Juan Capistrano, CA 92675 Exhibit B Page 1 of 24 b. Cover Letter Mr. Christopher Batte.! Chief Operating Officer CollectorSolut!ons, Inc. 316 South Baylen Street Suite 590 Pensacola, Florida 32SOZ Office: (850) 444-9330 ext. 321 February 18,2015 Ms. Michelle Bannigan Assistant Finance Director City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, 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 CollectorSolutions, 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 #I issued on l/2812015 and Addendum #2 issued on 1129/2015. 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 c-ost, 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 efficien.cies which CSI has been able to realize, our proposal reflects providing all 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 leasl 180 days. The office 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 tD achieve significant operational efficiencies--no double entry of data, additional user log-ins, real-time updated account infonnation and limiting all Personally Identifiable Infomu\tion ("Pll") 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. Pagel Exhibit B Page 2 of 24 Parking meter payments account for over 30% of the tow! transactions which we process for the City on an annual basis; however, with an average payment of $3.74 in 2014, this represents a much smaller percentage of the overall dollar volume which we process for the City. Our integration with the City's parking meters enables CSi to efficiently process parking meter pa)'ments at the point ofm;e. The operational efficiency of our process nnd piatfonn services are 11 significant differeutiator of CSI amo11g its competitive peers. In 2014. CS! pmcessed approximately $4 .0 billion of payments for our government and utility clients in a.lrnosl 6.0 million transactions. As sL!ch, CSJ processed approximately $200 million of payments per employ~e which was over 4 times the rate of' our peer group of mmpetitive publicly-traded electronic payment companies. Our operational efficiency is achieved bn~cd upon how mtr platform b; buill and integrated including our SC!tlcmcnt and fC{)(}rting proceSS. CSf' S significant !eve) of operational efllciency benefitS OUt clientS lt1 settlement, reporting. customer service, end user payment experience Hnd overall value. Additionally , CS! i:. committed to providing exceptional customer service every day to every client in every payment transacrion. In particulm·, we are proud of our record of conclusi vety resolving 96% of all customer support calls within one (I) business day. Similarly, CS! is proud of maintaining a continuously available system for customers to make payments. In particular, CSI hu~ procc~sed over I 33,725 ptlymcnts for the City of San Juan Capistrano siru.'C 2009. csr received only 94 customer service rickets over this period, nr less than l customer serdec inquirr per every LOOO tmnsactions which we process thr customers of the City of Sun Juan Capistrano. The CSl Team is committed to ensuring that the credit card processing services provided under this contract are pertbm1cd diligently every day. To us, this means that all cusLOmers are oftercd !heir desired payment mode (online, point-of-S!lle, IVR, phone-in , elc.) throughout the tcm1 of lhis contract, with the possibilily of including new and emerging modes. Also, that customers arc otlered their desired pnymem method (credit card. debit card, eChe~·k. etc.). exceptional customer service is provided to the City, and that CSI will be responsive to improvcmenls that pt:;nnit the City to serve its customers eftcctively and cost efficiently. On behalf of the entire CSJ Team, we appreciate the opportunity to present uur proposal, and look forwanl to the LlJ>porlunity to continue serving the merchnnt service needs of the City and its customers. ince re lv. ~< l/ 1(J't/ ,_ --~~r /A I Christopher Bntt c.! -0 Page2 Exhibit B Page 3 of 24 Tab A-Table of Contents 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. Staffmg ................................................................................................................................................... 19 e. Financial Capacity ................................................................................................................................ 22 f. Fee Proposal ........................................................................................................................................... 40 g. Disclosure ............................................................................................................................................... 41 Addenda ..................................................................................................................................................... 42 Exhibit 8 Page 4 of 24 Tab B -Organization and General Information Describe your firm's Merchant Bankcard and Point-of-Sale processing capabilities. CollectorSolutions, 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 City staff. 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. Exhibit B Page 5 of 24 . '· .Jer.ry \.\'it".gate V'ice?Tr.>idoJlC CollectorSolutions, Incorporated Organizational Diagram r::;:::-, L..::;:!:J r:::-1 t__:_j 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 cli~nts and their customers is provided through CSI's dedicated, in-house Help Desk. CSI's 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 service 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. Exhibit B Page 6 of 24 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, ifCSI's primary processing channel experiences a service interruption, CSI dynamically routes processing to a backup processor. CSJ'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 all aspects of the system, including customers' experiences. Exhibit B Page 7 of 24 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. 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Exhibit B Page 9 of 24 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.). Order By Date Range Start Time End Time Organization Payment Type Collection Mode See Less Options [-] eck 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 ~ Run Report Exhibit B Pa e 10 of 24 San juan Capistrano, City of Please Select a Category By Payment Type 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 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 ofthe 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. Exhibit B Page 11 of 24 . •. 1. Sart Juan capislraoo . Cit;' IX Bu!illess License Pli';-flim! DEtO Cf(Ql fte~YlQri ' Feetlnlcm Tail T~ T~ Pl...-l ~d! Ranihll Amalan E,lle;s s $.41&~ Sll.OO ~1 1 ,68 MUJ \llSA 30 Slm !8 SQOO S$6el $215918 r •. ~t«Cif d $~.22 51100 Sl8.16 $98822 Q~~ lke i1S eC~Ca¢·TQIJIIS . 51 t3,~80 $0.00 $105,6& $.3,66$80 ~~T91p!s · 51 p.w eo $000 S105.61! SXE6580 . Coorounily Services Pit~·~ 1.\W i:i~ l!rnl;id Fse~ F!e h)TI IAri i cill 1~ Tlnxi'Oiis '!Jia,w) (ctl erll Fh!tl~ Asnl!llcal E 'r~~ s 3l.QI£6 sooo $3981 51.42£6 VISA. 21 suo 5 !000 S l ~365 $5.~15 Mas1a'CJ'd 11 $1682 17 50.00 S47 I $1 ,682.1i D.sGOtEf 1 S\5000 we SJ lO $1.'000 C011unoofty Services C!edl Cardlc!olls : ~l $8~.2! sooo $23.1 .11 Sll)84 28 C~Servkll$t ,Q • ,J,8.1.28 $0 .00 S2.3l 77 58;38424 Geo&rlll ~1!11!fiii.EGUI Deb; O IQI flmOtd F'eeAmcu1 feeMiwt Jij J~ rril'lidors IP1/!l) ldl«< led AmetitalE•JJ~ 8 0 S14i8&.1 50(•) $.4~ SW8&1 VISA (3 0 S&58367 SJl(l) Sl -14 05 sa.st3.67 ld3st!!Catd 32 0 SS,5!ll3 1 S\1.00 S\58 ~ IMIJU I L'5 C9"i< I 0 $1130 ro.oo 1132 <47.JJ G'eneial CrMt Cud I Gillis • 89 515 .611 .12 S4QOo $444 .91 S1SJ1112 Geoei•T ToWs 89 $1 &.611.12 so.oo $#1.91 $1 5.61112 Meter Payments 1'3)illwtlltll>OO 'Cii'd!1 Amcud F lll'lll:on FeeAm«r:r 'TIUI Tl~ Tmi<rlom . (ll'J.'OO ((ii!UJ R!!iiJ,!O VISA 511 5!~00 SllOO WJ.OO Sl.~Ol ~tast<ttad 2"A $ll ~ SQ(Ii) sam ~<101 !<1 Me!m Paymeris Credt Ca!dTolals 80 1 S3, 169.-5() SO.IJO $80T.7 5 l3,169.50 ~1tll!l eay,ne<Q fp~~ 807 53(169.50 $0.00 $80? 15 $3,169 ti/) Water Pi)mert f,l efJQI llilit Ci£dt liMill Fie.Amiij FoeAmorl T!tll Tiwaeiet6 nna<:ln IIJ:litl) tdf.-tl Rnl'!d Amerki>IE·~e!$ ~ m:m13 Wil s -19 1 S26.i76.13 \!)SA m S\IIO,li624 ~~.00 $1,900.!14 StOO.»W f.tas;erC<ld 2Sl $34,81246 ~0.00 S!Jn95 W.S j2.4Q tlscOter 17 SUTl )) 50.00 $)"}8 $U7J3) Willer Cred t Crud l oter~ : 1260 $1 7 0;1 &~ 13 $0,00 .$1 .m47 Sf'/0 .1 69 1 ~ Exhibit B Page 12 of 24 Community Ser¥i c~s Credit Cards llo» ~'f l ~ llo • ""'O\n1 .00 11'3.7:)1 .1 Oe·., =i.J~..,, b:..-c>l't<:• 'm •o~~ ... au ~~:;=: f'Wfoi"WJ fy Yli"''IU ~,.~.,; $"l$6• I :VI 2au ,~ u::;~ C."'!-d:: G~•,F\It-.U 'lot~Qo.ft:.II'T'.::JI'UJI 4 r,~.,o ~1 ~f.;'l :i fn• ew!\! h-;'ld nn Co!.;..,-,t:~r~ S4:1~ 0:: 20 I 4 ., t!lE ~'Tl~'tHJ!':It)' HsR lf-T:5:'0H 1~):p;4 () t::"i<j~ o·,,.., t;., • .u l.ac:e--l;)·b .-.~I'No~tJ tl ~~~.,~~ '!'f>.~;"";d !:J:e v:~'".tJl=-'<i <:t:J Df-~":'1:0~! 1J, S1 J J :;: 2:)14 !lh~~ ·~ 15 2ll' tlt13-im '"dt -~·.t ~t.I :O ..Jl (j;;..,o ft .:t tm ••J~I c~o:::~! -f•r;.~nj r::.~ ..... !'>1 P!•;::'! -o"l C"'c H:~ 15:~ f.o~ S530 0~ ~:c;::~r.,..-" u.•1e'n'" 1Qll1J'-4A ~=~.:{:: o.~~·:.ao Ru~··· .1 =-t -!!ll.ft:C :"!''."UtI ~!;'Oi ': ·~f•i'"'d !o• ~.-~n: l"l ~~j :>n 12/~ 2114 ."l li-1!' S5~J ~J G:.'T·'l'!W>1"y~;> I ~ tl7~U IOU.t'='' ~-,?j!j G:o•.t -.:•'a t ~,~.).fJ:+ af'/,n l D;;~o;1 ."?f J:id !!lr h~nt h i-~ o!'l D+o.~b;;! q , $150 0~ 2Jl ~at Go!l • ?a:io. La N-:IV.s J.Z..H·l:t\ol l)i~l2:51 ¢fi~ht -t)-.i(t C.,.""11:1~'J b,.-<~·rcc t lr'-)""oJI! l Ptl~:<i l=.~l.;~j f(l•: l"l ;)JT\<:ji:_ """S~ II('/ 0~ 3 !1:1..;'~ S1-Jf, o: ..... '· Cred il e;ra Tolals • $!,78().$1 eommon ny Ser\1~ Totnt$! $1 ,780 51 GEn~ral Cr.edilCards llolt PllC 1"fll" U..r C<.-~O~f\t1 ~~"" 12..'" Z-t~l .: 10 n325J "" S!ii.~~ s-"" flct-tl>.f,.-:t '•e...n• C1~~Je d :~-::-or!t"=t s:n>:J1! S~4 o:: Cted ltC;tdTotst>: ~4 .00 Gene!lltTOtalh S64 00 Water Cr~di(~rds OolO Pllll ,,~ U..• ~ """" rooff• A.,U,I 1"'1 r~JO: !:i fR'ii);";' ::z•j~; 3t»:>.•""' .. f;;~e·1Q·b~ -;!B'::.U.i"i ~.~nt ~JO~i~~c 1\"oi'...,"'!' $ •.9• z 1 2:2 !2~ ~ ~ l:n;::, .. o y.>O ~t t -;;-t S "'-t:~· " "7u~hiij t.:-e:j ~ ~~ Jl)f!T:-e!l! Q~U!S $M j 12~2 2J1~ 101ffiU ,,.d su.: .. s"'a• -T?"S:t~-;l <(te: ~dOJf"!'"tortiJ, SM> Clepn C;ua TotalS S84 .94 V/al<!rToJal$, ~84 -~4 s~o Juan Ca"Jllslnloo. 01)' o!'To1a1 :· 51,929.45 Exhibit B Page 13 of 24 csWeb2012 (CM1munity St-rvices Web User) 1:2!3:"2~14 12!3/lOH: HLQ.S A~~ 101'32-'13 fia1AY.aillb~ ::mr-we.o S360~ ~ -tA!'"".ft'l1d!CtS41Y'C'tl \"l'lNi 1-M~,OO 12/312"D14 12/3.120 14 1:2\? ?M tO!C2.;3B t~l.!;ve~b~ = .... 554-{)C{l [2J Commot"':(St~1 W'.VVI ~s o.O!I 1:;!!3:2.014 12 JS1Z014 "Q:57 ~M 1-Ql;.t,2.;-3t.> t4oi A.'ll!l~t:de ~., -.b t540.CO 9 -Cormw.n Cr StNrot 1 1(','/'({ ~o.on 1:!.'·V21)14 1 2141201~ {1:35AM t-D in5J' t-b\A.'o'A~bje we-b SSoD:oD !A Cotrmtll\:f$t(ll • ~mw .. ~.0>1 i2i4:2{;1.f 1~/..fi2{114 2:H~ f!t.-: 101~·257!: l\b lAY 1113a.b~ a 'o'l~b s;.;o.c=o :~ ~111\.ttS..N .ot-J I' tl.'t ~~~0~) IH Dt< 1 '5-tlOt..t 1:;-J-Y =f.' IOIU;t) f..:l.A4-~ .... , .. ....... ~ ~'01> r.~o-~o .::l -Co'r..rnu.1L1tS.Nat f'NW $1).)~) >H·2.l t< IH •:<l l ~ t 2.·~Cj tO'\' 101l2-~1 ''e::A'\"J.,. ~ .... 15•H') .::1 o.,., .. ,,s. .,., VNtl.'r ~!<),00 i2.'7~""2-D14 12f712CIH 7:15FM 101~2~)" fl::Jn,f....J='of ~~· SJ6•j_(;C 9 GQ!""imlll'l ~ s.t rvxu w. 'I n~~, ,z,~:"2<i14 12!5?:01 .1 5 :.:;.1 AM iOI:3 2l.1 17 !~tAn a.b~ :me: ~~" 554(1 .00 Sl i(.Q~.ntYnly S.IVC•l WW\•t S5•l0) ~~ 12 ..!.2-G U 1'"'i lQ-1 4 •• ' . ~ .. t:S.i!:.Ut' ~,.,t ·. J J..O'::t R~ ....~~ ~~~ .::l -Co:'IVI\.mly S.~ftl W~'NI n• ~) II 12:'£:2014 12ra.:=:o ~-~. B:1SAM t0t32V02 I,::I,U..Jff~ ~~· sJeo IJ~ i=:J Co ~urr:.t S.f\~ WW'.fl tm.O'l Community Servlces'h _b lls!!rTotal : S$,400.00 dductunn1 {Dunn• Ducturm} 12 11J2G 14 1212;2014 8:1~AM ~m<tl ~, JoiD\"iDt:t ~ '"'~t:~-1-.au~• szs )I ,:j \ a.,.~ . II S2 . •il 1 'll~"!O U 1tlJ20 t ~ 10 ;!$-'\1 1Cl'3~2Q.~ O'T'If't3"Jllt.~' ,~~·fa::ot ~";.1!,, s,5" e: .::l Gtr>t ro! CJ 1l-1Ja9 $5S~~) 12J2i2>3-14 12 i2UO i-1 ~-,:44 A .. ~ ~01322~~ !'I-C8!"i:lto pr!lldO-<:.!\:itBI"J<!dll ~ !;tre-to·f!\-D'E! {s-:~~l'!J S3f 3-C a Glf'J:t~J ~H~ 5-J n 1212t201.; 1.2 :'2;'~(1 i-4 '2:39PM iOfZ232;; m~!tt:-ew ffi9-~0il£1jll :E ~ce--tc-faO! [%5>1) S2~7 ~2 21 C..n .. ~ SlOP I~ fi"Si.:.Z 12<~:?og 12.'3?201< 8:58.-!M 101::.2""'0~ f:.l.v<l j ff:O~i fa~-~-frtoe {SC~!'II S-4.7 :50 81 Gt'>t'1 •»~ H i'-'0 12i4!2.Q14 12 '4.'20 ·~ 4:13H4 !(I !32528: lENA \fOLK -fa~-t~·fl'l<;e: {mam;ei; ss\1 ec: i.:J 1'1~. o. ...... 3!116 U9~ 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 Exhibit B Page 14 of 24 ... 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 charge back. 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. Exhibit B Page 15 of 24 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: C!IY Of Wi JIJNI CAPGTRAHO CSflhm•~~'an :l<l.l gl!<l t •t~~.lfa Uld! OUP'• n FltiC I lwt ptOC 11n~ fn c~ ·o ~ r v "" ,~, oo. Oui •n rnfHIIT C ·llfRC!WIT CARD SERW..ES BID fORM I•JI gt ~~·~~. la•cr.hln~ ;~ l :t)' ,,. c;t ,, , w~;~~wt To.ogi'it lht c~~ 01 ~ .. l~d-(~!::tf if -~l'l P;'<f:ti:!! nr C¢t!".ti'..tl~ !b t l'hlt(l PM.Jl e nJ1 w ,,, ol t o! •CCI>:l l l'I01 f iPWJ J bl (; ! PI'~ C •'""'!! l cr1ti IT'1l<' ., rc• \J~!.Iv-·O!•xt ~<••n•l'l._ !'ld PJ'~<'"'l~,t•!L "' ··,~·' "t~ ' r. 'J; 1· ... o~O!I!Iio>PWO!tt' l,l)l, <O tl."'l n~ lw.l ~ 1-ll.lUM lli.\V~ S »JOlL¢ :1 ».IW.Iol !Jl;!.'.t,c ~~ P.tVl t Jl _», ··-·· -!!!!' IQIII; 2.(6~ Z!M 10!~ ~~ •:~ 1-~· '--"" '~ I i!:JIU« I 1.10!.51 l ll~!A I l!,.m6< !l ~l!JU I : t '610 Mnl !ill: li)J,I ... !3C 1':. P•!.>o 5!1: 5<.1 M ~ IOJ I 11VJ1 II 111).11 I 1'01 l too..il II!U! I ~lil ,_o.bll lnlr 101'1 1~ ~' ~ F.lllo 2..~, ·~ lS'I I 1!:11CICI $1.~011 ~~ ! 1-Ql.Ol ! t.LYJCC I UJlll» l'm9 s:: I.:I JI S1ll Sol. lU ttO<PI'J'CU •I'C-V ~ ~Qj =~J C'lor-·· <W.l! I :GAJ :me :0171 = . . ~-~ lilA) ,l'!)UJ :illlll l!l~ . Olhul . . Clod~>• IJ! 1!! I .F. I & 115 . . ·~..., mmoo . . . . . . . . . (io}nl . . . . . . lo.<rull t' .. 00.. F,.. (l'lt>" poo'Mt i .......... , . _,, ·-""'""'""""'""'' . --'-........,. ... ~ .... , .. Exhibit B Page 16 of 24 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 1 service provider certification. For example, secure encryption is used to protect data elements such as Cardholder Name and Expiration date . Also elements such as full magnetic stripe data and CVC2/CVV2/CID 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. End-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. Exhibit B Page 17 of 24 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 Methodologv 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 Harris 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 ("PII") 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. Exhibit B Page 18 of 24 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 Batte!, Chief Operating Officer Mr. Christopher Batte! joined CSI in September of 2013 after working with CSI as an outside consultant for 5 months. Mr. Batte! 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. Batte! 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 Systems 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. Exhibit B Page 19 of 24 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 CSI's 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 Gardner. Software Developer Mr. Gardner joined CSI in May 2012 as the lead Software Developer for CSI's secure web based payment 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. Exhibit B Page 20 of 24 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. Exhibit B Page 21 of 24 e. Financial Capacity Provide the Proposer's latest audited financial statement or other pertinent information such as internal unaudited financial statements and financial references to allow the City to reasonably formulate a determination about the financial capacity of the Proposer. Describe any administrative proceedings, claims, lawsuits, or other exposures pending against the Proposer. 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. Exhibit B Page 22 of 24 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. CIIY 01' SAH J~NI CAPISTRANO C\>C · b c<> mo-.M A "era' .nr IIU111 to!! II ~·1 lltf" l,'i jl/000 · A fcoc t pull I •o-•. o.r ~~~ aMISIT C-MEIICIWIT CARD SE!MCES Bll fCf!ll lf,I.IU\ •. hltOUirtg f• llldu 'ln••«:l . ·ldJkSMd II' re at .. P • ~~ 0 g ot tl• C,l y tlf .. flf--';~ {';~~!t)" 1,A!(('I j<y!')f'ti$<fl (>{(,J»i!r~!~ fU$. J~,'f..ilflr~{i .J nC •1<1 1.1 >~~ll ~ .... 't 1: lu ,\ I'QS~I ~' 1• CSI ~If , ~s' •Ji Mv. Ot,., Oo·.-.mm•• t!l<i P-t<i.lr1! !'U••l'tl'lll t l :~ ••• ~ ~ f r u ., L. l.l;.~~,r~ !•. i~,...., .. illr- :A ., " lL>.' ·\"••ro.:. ... ~ Wt. Ulll ~o;~ ~~~ ua l.lll, I I il11~ I l9 1V.~ 5ltW.61 :rn'l 2.»10 ~.)';~ 1:..·· U!>'! s :n."!1 ~ S li, ~~ I t!Ol.l!lUO P•1t>!> !Di ~o<: ~ :11!. IQ . PS_~ lJil'jj l.ml u;.~ 1.Jll Ul5 ~ l5.mbl l1Uiii6' I IUW I IU9.>5: ll»l6.01 1 l9,I'1UO -·-"'"' lO _10 c..o~~. lPJI• 1<wl !I)" ~~' '"""' 211'>~ ' !Ol2! $ 1(,)~ It ><4"-' iill~ 5 11022 l 5W~ Pltl>v IIlli wM Sll 1:'J~ ~~ -· 21mi 1~ 701'11 1m ZDI \ 2)5\ t.l¥.1 n;~ ,..,. 'D I UlllCIO I U!II~ I I U/0.03 1 1.em11 S I VlOO I! <~.•ii).)J P.OJ>'4 $0: 14.1 so; II); ~a : 'li'tl<' ·"'"' ·•~m .,..., """ i<I!Q . ;:).10 ·?flill ..., jQ;:o> "'Ill . . .'lll-0>_ '<OW ;<J ro l O:O l'JW . I ~ Cit&. (PBI OCCIJAAENCf:Pald lot C. !II 1.1'; 17$ 1 .1 ~ 'IS us . Slll<ktJINi m.12l00 M:lrN s.M<efoi . . . . ...... "-""""F> . . --. . . . ...... ,,lr., ,,.~ .. , . . . . Of>H, • . . ........ .,... .... "" C( Exhibit B Page 23 of 24 .. 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. Exhibit B Page 24 of 24