C I T Y O F A U S T I N, T E X A S Purchasing Office

REQUEST FOR PROPOSAL (RFP) Offer Sheet
SOLICITATION NO: JSD0111 DATE ISSUED: 8/1/11 PRE-PROPOSAL CONFERENCE TIME AND DATE: 8/11/2011 at 10:00 AM
th LOCATION: : MUNICIPAL BUILDING, 124 W 8 STREET RM 310, AUSTIN, TEXAS 78701

COMMODITY/SERVICE DESCRIPTION: Application for Depository Services

REQUISITION NO.: RQM 7400 11071800476 COMMODITY CODE: 94625

FOR CONTRACTUAL AND TECHNICAL ISSUES CONTACT:

PROPOSAL DUE PRIOR TO: 9/30/2011 at 2:00 PM COMPLIANCE PLAN DUE PRIOR TO: N/A PROPOSAL CLOSING TIME AND DATE: 9/30/2011 at 2:00 PM

Jeff Dilbert

Buyer II Phone: (512) 974-2651

LOCATION: MUNICIPAL BUILDING, 124 W 8th STREET RM 310, AUSTIN, TEXAS 78701

It is the policy of the City of Austin to involve certified Minority Owned Business Enterprises (MBEs) and Woman Owned Business Enterprises (WBEs) in City contracting. MBE and WBE goals for this Solicitation are contained in Section 0900. All Contractors and Subcontractors must be registered to do business with the City prior to submitting a response to a City Solicitation. In the case of Joint Ventures, each individual business in the joint venture must be registered with the City prior to submitting a response to a City solicitation. If the Joint Venture is awarded a contract, the Joint Venture must register to do business with the City. Prime Contractors are responsible for ensuring that their Subcontractors are registered. Registration can be done through the City’s on-line vendor registration system. Log onto https://www.cityofaustin.org/purchase and follow the directions.

SUBMIT 1 ORIGINAL AND 8 SIGNED COPIES OF RESPONSE

SOLICITATION TO: Insert Vendor Name & Address ___________________________________________________ _____________________________________________________ Signature of Person Authorized to Sign Offer Signer's Name and Title: (please print or type) FEDERAL TAX ID NO._ Company Name:_ Address: City, State, Zip Code__ Phone No. ( ) Fax No. ( ) Date:

BELOW INFO MUST MATCH THE NAME AND ADDRESS ON INVOICE AND IN COMPANY PROFILE WITH CITY Company “Remit To” Name:_ Remit to Address: City, State, Zip Code__ Email Address__
Offer Sheet 1 Revised 11/17/09

Table of Contents SECTION NO. 0100, 0200, 0300 0400 0500 0600 0610 0615 0620 0625 0700 0800 0805 0810 0815 0820 0825 0830 0835 0900 1000 TITLE See http://www.ci.austin.tx.us/purchase/standard.htm * SUPPLEMENTAL PURCHASE PROVISIONS SCOPE OF WORK PROPOSAL PREP INSTRUCTIONS / EVALUATION FACTORS DEPOSITORY SERVICES APPLICATION COA PORTFOLIO HOLDINGS COA INVESTMENT POLICY TEXAS PUBLIC FUNDS INVESTMENT ACT ACKNOWLEDGMENTS REFERENCE SHEET NON-DISCRIMINATION CERTIFICATION NON-SUSPENSION OR DEBARMENT CERTIFICATION NON-COLLUSION, NON-CONFLICT OF INTEREST, AND ANTI-LOBBYING AFFIDAVIT LIVING WAGES AND BENEFITS CONTRACTOR CERTIFICATION LIVING WAGES AND BENEFITS EMPLOYEE CERTIFICATION WORK PLACE CONDITIONS AFFIDAVIT BUY AMERICAN ACT CERTIFICATE NONRESIDENT BIDDER PROVISIONS MBE/WBE PROCUREMENT PROGRAM PACKAGE or NO GOALS UTILIZATION PLAN “NO OFFER” RESPONSE FORM PAGES * 5 16 7 Excel Excel 23 1 1 1 1 2 1 1 N/A N/A 1 N/A 1

All other Sections may be viewed at: https://www.cityofaustin.org/purchase by clicking the link to ”Vendor Self Service (VSS)”, sign in if registered, register, or use public access to follow the links to “Business Opportunities” and “Search for Solicitation.” RETURN FOLLOWING DOCUMENTS WITH BID/PROPOSAL/QUOTE/RESPONSE/SUBMITTAL**  Cover Page Offer Sheet  Section 0600 Proposal  Section 0700 Reference Sheet (if required)  Sections 0800 - 0835 Certifications and Affidavits (return all applicable Sections)  Section 0900 MBE/WBE Procurement Program Package or No Goals Utilization Plan, if applicable  Proposal Guaranty (if required) ** See also Section 0200, Solicitation Instructions, Section 0400, Supplemental Purchase Provisions, and Section 0500, Scope of Work/Specification, for additional documents that must be submitted with the Offer. NOTES: The Vendor agrees, if this Offer is accepted within 90 calendar days after the Due Date, to fully comply in strict accordance with the Solicitation, specifications and provisions attached thereto for the amounts shown on the accompanying Offer. * INCORPORATION OF DOCUMENTS. Section 0100, Standard Purchase Definitions; Section 0200, Standard Solicitation Instructions; and Section 0300, Standard Purchase Terms and Conditions are hereby incorporated into this Solicitation by reference, with the same force and effect as if they were incorporated in full text. The full text versions of these Sections are available, on the Internet at the following online address: http://www.ci.austin.tx.us/purchase/standard.htm. If you do not have access to the Internet, you may obtain a copy of these Sections from the City of Austin Purchasing Office at the below address. Please have the Solicitation number available so that the staff can select the proper documents. These documents can be mailed, expressed mailed, or faxed to you.

Offer Sheet

2

Revised 11/17/09

When sending a sealed Offer and/or Compliance Plan, use the proper address for the type of service desired, as shown below. P.O. Address for US Mail Street Address for Hand Delivery or Courier Service City of Austin City of Austin, Purchasing Office Purchasing Office Municipal Building P.O. Box 1088 124 W 8th Street, Rm 310 Austin, Texas 78767-8845 Austin, Texas 78701 Reception Phone: (512) 974-2500 Notes: Offers (including Compliance Plans) that are not submitted in a sealed envelope or container will not be considered. Unless authorized in the Solicitation, telegraphic or facsimile Offers will not be accepted.

Offer Sheet

3

Revised 11/17/09

CITY OF AUSTIN PURCHASING OFFICE SUPPLEMENTAL PURCHASE PROVISIONS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 The following Supplemental Purchasing Provisions apply to this solicitation: 1. EXPLANATIONS OR CLARIFICATIONS (reference paragraph 5 in Section 0200) All requests for explanations or clarifications must be submitted in writing to the Purchasing Office by 8/18/2011 at 4:00 PM. Submissions may be made via email to Jeffery.Dilbert@ci.austin.tx.us or via fax at (512)974-2388

2. INSURANCE. Insurance is required for this solicitation. A. General Requirements. See Section 0300, Standard Purchase Terms and Conditions, paragraph 32, entitled Insurance, for general insurance requirements. i. The Contractor shall provide a Certificate of Insurance as verification of coverages required below to the City at the below address prior to contract execution and within 14 calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or holdover period is exercised, as verification of continuing coverage.

ii.

iii.

B.

Specific Coverage Requirements. The Contractor shall at a minimum carry insurance in the types and amounts indicated below for the duration of the Contract, including extension options and hold over periods, and during any warranty period. These insurance coverages are required minimums and are not intended to limit the responsibility or liability of the Contractor. i. Worker's Compensation and Employers’ Liability Insurance. Coverage shall be consistent with statutory benefits outlined in the Texas Worker’s Compensation Act (Section 401). The minimum policy limits for Employer’s Liability are $100,000 bodily injury each accident, $500,000 bodily injury by disease policy limit and $100,000 bodily injury by disease each employee. (1) The Contractor’s policy shall apply to the State of Texas and include these endorsements in favor of the City of Austin: (a) Waiver of Subrogation, Form WC 420304, or equivalent coverage (b) Thirty (30) days Notice of Cancellation, Form WC 420601, or equivalent coverage

ii.

Business Automobile Liability Insurance. The Contractor shall provide coverage for all owned, non-owned and hired vehicles with a minimum combined single limit of $500,000 per occurrence for bodily injury and property damage. Alternate acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. (1) The policy shall include these endorsements in favor of the City of Austin:

JSD0111 – Section 0400

CITY OF AUSTIN PURCHASING OFFICE SUPPLEMENTAL PURCHASE PROVISIONS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 (a) (b) (c) Waiver of Subrogation, Endorsement TE 2046A, or equivalent coverage Thirty (30) days Notice of Cancellation, Endorsement TE 0202A, or equivalent coverage The City of Austin listed as an additional insured, Endorsement TE 9901B, or equivalent coverage.

iii.

Commercial Crime Insurance for all losses emanating from the handling of City checks or cash including but not limited to losses resulting from dishonest or criminal acts, fraud, embezzlement, forgery, misappropriation or loss of funds and errors in the processing or reporting of funds. This policy shall be written for a minimum limit of $5,000,000. Commercial General Liability Insurance. The minimum bodily injury and property damage per occurrence are $500,000 for coverages A (Bodily Injury and Property Damage) and B (Personal and Advertising Injuries). (1) The policy shall contain the following provisions: (a) Blanket contractual liability coverage for liability assumed under the Contract and all other Contracts related to the project. (b) Independent Contractor’s Coverage. (c) Products/Completed Operations Liability for the duration of the warranty period. (d) If the project involves digging or drilling provisions must be included that provide Explosion, Collapse, and Underground Coverage (X,C,U). The policy shall also include these endorsements in favor of the City of Austin: (a) Waiver of Subrogation, Endorsement CG 2404, or equivalent coverage (b) Thirty (30) days Notice of Cancellation, Endorsement CG 0205, or equivalent coverage (c) The City of Austin listed as an additional insured, Endorsement CG 2010, or equivalent coverage

iv.

(2)

C.

Endorsements. The specific insurance coverage endorsements specified above, or their equivalents must be provided. In the event that endorsements, which are the equivalent of the required coverage, are proposed to be substituted for the required coverage, copies of the equivalent endorsements must be provided for the City’s review and approval. Certificate: The following statement must be shown on the Certificate of Insurance. The City of Austin is an Additional Insured on the general liability and the auto liability policies. A Waiver of Subrogation is issued in favor of the City of Austin for general liability, auto liability and workers compensation policies.

D.

3. TERM OF CONTRACT A. The Contract shall be in effect for an initial term of 36 months and may be extended thereafter for up to 2 additional 12 month periods, subject to the approval of the Contractor and the City Purchasing Officer or his designee. Upon expiration of the initial term or period of extension, the Contractor agrees to hold over under the terms and conditions of this agreement for such a period of time as is reasonably

B.

JSD0111 – Section 0400

CITY OF AUSTIN PURCHASING OFFICE SUPPLEMENTAL PURCHASE PROVISIONS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 necessary to re-solicit and/or complete the project (not to exceed 120 days unless mutually agreed on in writing). C. Upon written notice to the Contractor from the City’s Purchasing Officer or his designee and acceptance of the Contractor, the term of this contract shall be extended on the same terms and conditions for an additional period as indicated in paragraph A above. A price increase, subject to the provisions of this Contract, may be requested by the Contractor (for each period of extension) for approval by the City’s Purchasing Officer or his designee. THIS IS A 36 MONTH CONTRACT. FIRM PRICES ARE TO BE SUBMITTED FOR THE FIRST THIRTY SIX (36) MONTH PERIOD 4. INVOICES and PAYMENT (reference paragraphs 12 and 13 in Section 0300) A. Invoices shall contain a non-duplicated invoice number and the information required in Section 0300, paragraph 12, entitled “Invoices.” Invoices received without all required information cannot be processed and will be returned to the vendor. Invoices shall be mailed to the below address: City of Austin Department Attn: Address City, State Zip Code B. TREASURY Georgia Sanchez PO Box 2106 Austin, TX 78768

The Contractor agrees to accept payment by either credit card, check or Electronic Funds Transfer (EFT) for all goods and/or services provided under the Contract. The Contractor shall factor the cost of processing credit card payments into the Offer. There shall be no additional charges, surcharges, or penalties to the City for payments made by credit card.

5. NON-COLLUSION, NON-CONFLICT OF INTEREST, AND ANTI-LOBBYING A. The Austin City Council adopted Ordinance No. 20071206-045 on December 6, 2007, adding a new Article 6 to Chapter 2-7 of the City Code relating to Anti-Lobbying and Procurement. The policy defined in this Code applies to Solicitations for goods and/or services exceeding $5,000. During the No-Contact Period, Offerors or potential Offerors are prohibited from making a representation to anyone other than the person designated in the Solicitation as the contact for questions and comments regarding the Solicitation. If during the No-Contact Period an Offeror makes a representation to anyone other than the Authorized Contact Person for the Solicitation, the Offeror’s Offer is disqualified from further consideration except as permitted in the Ordinance. The City requires Offerors submitting Offers on this Solicitation to provide a signed affidavit certifying that the Offeror has not in any way directly or indirectly made representations to anyone other than the Authorized Contact Person during the No-Contact Period as defined in the Ordinance (see the Non-Collusion, Non-Conflict of Interest, and Anti-Lobbying Affidavit included in the Solicitation).

B.

C.

JSD0111 – Section 0400

CITY OF AUSTIN PURCHASING OFFICE SUPPLEMENTAL PURCHASE PROVISIONS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 6. NON-SOLICITATION A. During the term of the Contract, and for a period of six (6) months following termination of the Contract, the Contractor, its affiliate, or its agent shall not hire, employ, or solicit for employment or consulting services, a City employee employed in a technical job classification in a City department that engages or uses the services of a Contractor employee. In the event that a breach of Paragraph A occurs the Contractor shall pay liquidated damages to the City in an amount equal to the greater of: (i) one (1) year of the employee’s annual compensation; or (ii)100 percent of the employee’s annual compensation while employed by the City. The Contractor shall reimburse the City for any fees and expenses incurred in the enforcement of this provision. During the term of the Contract, and for a period of six (6) months following termination of the Contract, a department that engages the services of the Contractor or uses the services of a Contractor employee will not hire a Contractor employee while the employee is performing work under a Contract with the City unless the City first obtains the Contractor’s approval. In the event that a breach of Paragraph C occurs, the City shall pay liquidated damages to the Contractor in an amount equal to the greater of: (i) one (1) year of the employee’s annual compensation or (ii) 100 percent of the employee’s annual compensation while employed by the Contractor.

B.

C.

D.

7. WORKFORCE SECURITY CLEARANCE AND IDENTIFICATION (ID) A. Contractors are required to obtain a certified criminal background report with fingerprinting (referred to as the “report”) for all persons performing on the contract, including all Contractor, Subcontractor, and Supplier personnel (for convenience referred to as “Contractor’s personnel”). The report may be obtained by reporting to one of the below governmental entities, submitting to fingerprinting and requesting the report [requestors may anticipate a two-week delay for State reports and up to a four to six week delay for receipt of a Federal report.]. i. Texas Department of Public Safety for any person currently residing in the State of Texas and having a valid Texas driver’s license or photo ID card; The appropriate governmental agency from either the U.S. state or foreign nation in which the person resides and holds either a valid U.S. state-issued or foreign national driver’s license or photo ID card; or A Federal Agency. A current Federal security clearance obtained from and certified by a Federal agency may be substituted.

B.

ii.

iii.

C.

Contractor shall obtain the reports at least 30 days prior to any onsite work commencement. Contractor also shall attach to each report the project name, Contractor’s personnel name(s), current address(es), and a copy of the U.S. state-issued or foreign national driver’s license or photo ID card. Contractor shall provide the City Certified Criminal Background Report affirming that Contractor has conducted required security screening of Contractor’s personnel to determine those appropriate for execution of the work and for presence on the City’s property. A list of all Contractor Personnel requiring access to the City’s site shall be attached to the affidavit.

D.

JSD0111 – Section 0400

CITY OF AUSTIN PURCHASING OFFICE SUPPLEMENTAL PURCHASE PROVISIONS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 E. Upon receipt by the City of Contractor’s affidavit described in (D) above and the list of the Contractor’s personnel, the City will provide each of Contractor’s personnel a contractor ID badge that is required for access to City property that shall be worn at all times by Contractor’s personnel during the execution of the work. The City reserves the right to deny an ID badge to any Contractor personnel for reasonable cause, including failure of a Criminal History background check. The City will notify the Contractor of any such denial no more than twenty (20) days after receipt of the Contractor’s reports. Where denial of access by a particular person may cause the Contractor to be unable to perform any portion of the work of the contract, the Contractor shall so notify the City’s Contract Manager, in writing, within ten (10) calendar days of the receipt of notification of denial. Contractor’s personnel will be required to wear the ID badge at all times while on the work site. Failure to wear or produce the ID badge may be cause for removal of an individual from the work site, without regard to Contractor’s schedule. Lost ID badges shall be reported to the City’s Contract Manager. Contractor shall reimburse the City for all costs incurred in providing additional ID badges to Contractor Personnel. ID badges to enter and/or work on the City property may be revoked by the City at any time. ID badges must be returned to the City at the time of project completion and acceptance or upon removal of an individual from the work site. Contractor is not required to obtain reports for delivery personnel, including but not limited to FedEx, UPS, Roadway, or other materials delivery persons, however all delivery personnel must present company/employer-issued photo ID and be accompanied by at least one of Contractor’s personnel at all times while at the work site. The Contractor shall retain the reports and make them available for audit by the City during regular business hours (reference paragraph 17 in Section 0300, entitled Right to Audit).

F.

G.

H.

I.

J.

8. INTERLOCAL PURCHASING AGREEMENTS (applicable to competitively procured goods/services contracts). A. The City has entered into Interlocal Purchasing Agreements with other governmental entities, pursuant to the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code. The Contractor agrees to offer the same prices and terms and conditions to other eligible governmental agencies that have an interlocal agreement with the City. The City does not accept any responsibility or liability for the purchases by other governmental agencies through an interlocal cooperative agreement.

A.

9. CONTRACT MANAGER The following person is designated as Contract Manager, and will act as the contact point between the City and the Contractor during the term of the Contract: Georgia Sanchez Treasury (512) 974-7886

JSD0111 – Section 0400

CITY OF AUSTIN PURCHASING OFFICE SUPPLEMENTAL PURCHASE PROVISIONS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111

*Note: The above listed Contract Manager is not the authorized Contact Person for purposes of the NON-COLLUSION, NON-CONFLICT OF INTEREST, AND ANTI-LOBBYING Provision of this Section; and therefore, contact with the Contract Manager is prohibited during the no contact period.

JSD0111 – Section 0400

CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 1.0 GENERAL INFORMATION The City of Austin is soliciting applications for providing the City depository services for City funds and certain other activities usually performed by a depository bank. Qualified financial institutions are invited to submit a sealed application for City Depository for public funds of the City of Austin. The objectives of this solicitation are to identify the banking institution that can offer the highest quality service at the lowest cost to the taxpayers. This objective is similar to all other goods and services placed on a competitive bidding approach by the City. The City reserves the right to enter into secondary agreements with banks other than the primary bank to make investments of funds that are not immediately needed to pay vendors. The City also reserves the right to enter into secondary agreements with banks other than the primary depository in order to secure services not provided by the primary. 2.0 SPECIFIC CITY REQUIREMENTS The contract negotiated between the City and the financial institution selected to serve as the City’s depository institution through this solicitation will encompass the services to be employed by the City during the term of the contract. 2.1 Qualified Financial Institutions Only qualified financial institutions shall be considered as the City Depository. The City considers a financial institution to be qualified if it meets each of the following requirements: The financial institution must be authorized to do business in Texas and has an office or branch physically located within the city limits of the City of Austin that is a member of the Federal Reserve System and is insured by the Federal Deposit Insurance Corporation. The institution must be a direct member of NACHA. The financial institution must demonstrate in its response that it is able to provide the services, accounts, and banking locations required by the City as described in this solicitation. The financial institution demonstrates in its response that it will be able to comply with the City’s depository collateral requirements described in this solicitation. The financial institution currently has a Community Reinvestment Act rating of satisfactory or better. A discussion of the Institution’s CRA activities will be required. 2.2 Required Accounts and Detailed Services for Each Account Below is the list of the 32 accounts required by the City at the time of this Request for Application. The City reserves the right to add or subtract accounts

JSD0111 – Section 0500 SCOPE OF WORK

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07/01/11

CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 as necessary to meet its needs. The City of Austin uses an investment pool strategy that consolidates funds that can be legally merged under one investment umbrella. To minimize idle bank account funds, the City uses an extensive ZBA account structure for pooled funds. Those funds that cannot be legally pooled are invested separately and flow through segregated bank accounts and are described below. Each account will cycle monthly for statement purposes. The depository shall submit a monthly itemized invoice in the form of an Account Analysis. All accounts and fees must be included in the monthly account analysis. Additionally, paper as well as online DDA statements are required for each account listed below. The depository will provide additional itemization and/or corrections should it be considered necessary by the City. A. Investment Pool Receiving Account. This account, which serves as the City's concentration account for pooled funds, is credited and/or debited with types of transactions bulleted below. ACH debit filters are required. Online current and prior day transaction detail is required, as is online access to addenda information for ACH credits. Although this is not a checking account, payee positive pay without reconciliation, or a similar solution, is required so that no checks will pay from this account. Detailed online access to returned items is required. Safekeeping portfolio is required.          B. Departmental deposits of currency and checks, some of which are encoded. Most are delivered via armored carrier. Deposit of investment maturities, calls, sales, and interest coupons Purchase of investment securities Transfers to and from ZBA accounts, including funding of the Controlled Disbursement via ZBA Various EFT credits including wire and ACH ACH debits allowed via ACH filter Returned item chargebacks Account Analysis fees Deposit slip order fees

Utility Deposit Receiving Account. This ZBA account receives daily deposits of utility payments from the City’s remittance processing center via EFT and Image Cash Letter. The ability to accept an X9.37 Cash Letter or X9.100 formatted Cash Letter, as well as a notification system of the receipt of the electronic cash letter and corresponding deposit details, is required. A small amount of pre-encoded paper checks will be delivered daily. ACH debit filters are required, as is online access to current and prior day transaction detail. Although this is not a checking account, payee positive pay without reconciliation, or a similar solution, is required to ensure no checks will pay from this account. Detailed online access to returned items is required.

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 C. PARD Deposit Receiving Account. The Parks and Recreation Department deposits cash, including coin, and check collections into this ZBA account daily. Deposits are made through the night depository and over-the-counter. At least 10 keys are required to night depository boxes. Online access to prior day transaction detail. Debits are made by the City’s merchant processor; therefore, ACH debit filters are required. Although this is not a checking account, payee positive pay without reconciliation, or a similar solution, is required to ensure no checks will pay from this account. Detailed online access to returned items is required. Parking Meters Receiving Account. The Parking Meters section deposits coin, cash, and merchant processing credits into this ZBA account daily. Deposits are made by armored carrier. ACH debit filters are required. Although this is not a checking account, payee positive pay without reconciliation, or a similar solution, is required to ensure no checks will pay from this account. EFT Accounts Payable Account. From this ZBA account, a number of EFT debits are made, with the exception of those from non-pooled funds. EFT debits include domestic and international wire transfers and ACH. These services are required. ACH debit filters are required. Online access to current and prior day transaction detail is required. Although this is not a checking account, payee positive pay without reconciliation, or a similar solution, is required to ensure no checks will pay from this account. Investment Pool Disbursement Account This controlled disbursement account is used to pay all City vendors and to reimburse petty cash funds. Online access to current day final presentment data is required and desired by 10:00 am CT. The account is required to be funded daily by a ZBA transfer or by automated bank wire so that a zero balance is achieved at the close of business each day. Checks are issued and mailed daily. This account requires payee positive-pay, to be transmitted online by file as well as the occasional manual entry. Positive pay decisions should also be made via internet. Online image access, paid item inquiry and stop payments are required. This account also requires full reconciliation, CD-ROM imaging as well as an electronic file of cleared items. ACH debit filters are required. Stale date control service is requested. Payroll Account. All City employees are paid through this ZBA account. Approximately 93% of all employees are paid via direct deposit payroll. The goal is to have 98% of employees on direct deposit by September 2011. Provisions for receiving direct deposit files are required and described in more detail in 2.3. The remaining employee payroll payments are made by check. This account requires payee positive-pay, to be transmitted online by

D.

E.

F.

G.

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 file as well as the occasional manual entry. Positive pay decisions should also be made via internet. Online image access, paid item inquiry and stop payments are required. This account also requires full reconciliation, CD-ROM imaging as well as an electronic file of cleared items. ACH debit filters are required. Stale date control service is requested. H. Employee Benefits. Erisa Administration Account. Employee health benefits payments are processed and paid by check from this ZBA account by Erisa Administrative Services Inc. by contractual agreement with the City. Although Erisa is the legal owner of the account, ZBA funding is provided by the City. The City shall be responsible for all account activity charges. This account requires payee positive-pay, to be transmitted online by file as well as the occasional manual entry. Positive pay decisions should also be made via internet. Online image access, paid item inquiry and stop payments are required. This account also requires full reconciliation, CD-ROM imaging as well as an electronic file of cleared items. ACH debit filters are required. Stale date control service is requested. JI – Workers’ Comp Account. Employee workers’ compensation benefits payments are processed and paid by check from this ZBA account by JI, by contractual agreement with the City. Although JI is the legal owner of the account, ZBA funding is provided by the City. The City is responsible for all account activity charges. This account requires payee positive-pay, to be transmitted online by file as well as the occasional manual entry. Positive pay decisions should also be made via internet. Online image access, paid item inquiry and stop payments are required. This account also requires full reconciliation, CD-ROM imaging as well as an electronic file of cleared items. ACH debit filters are required. Stale date control service is requested. Austin Energy Deposit Refund Account. Austin Energy issues security deposit and other refunds to utility customers from this ZBA account. Checks are issued and mailed approximately weekly. This account requires payee positive-pay, to be transmitted online by file as well as the occasional manual entry. Positive pay decisions should also be made via internet. Online image access, paid item inquiry and stop payments are required. This account also requires full reconciliation, CD-ROM imaging as well as an electronic file of cleared items. ACH debit filters are required. Stale date control service is requested. United Health Care Account. Health care benefits payments are processed and paid from this ZBA account by a single daily wire debit from United Health Care, by contractual agreement with the City. The City is responsible for all account activity charges. Wire debit ability is required. Although this is not a checking account, payee positive pay without reconciliation, or a similar solution, is

I.

J.

K.

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 required so that no checks will pay from this account. ACH debit filters are required. L. Debt Management Accounts: 14 Accounts. The following 14 accounts are required. These are not ZBAs, although a daily zero balance is achieved manually by the City of Austin. Funds flowing through these accounts are segregated and invested separately from Investment Pool funds. Safekeeping portfolios may be required for each; currently only one account is actively holding securities. Most transactions through the accounts are wire transfers out or consist of transfers from other accounts or funds. Although these are not checking accounts, payee positive pay without reconciliation, or a similar solution, is required so that no checks will pay from these accounts. ACH debit blocks are required.              M. Bergstrom Debt Service Fund Bergstrom Construction Fund Bond Interest and Sinking Fund Hotel Occupancy Tax Debt Service Ser A Prior Lien Bond Fund Interest & Redemption Fund Convention Center/Waller Project Bond Debt Service Water/Wastewater Debt Service Fund Electric Utility Debt Service Fund ABIA Development Corp ABIA Variable Debt Service HOT Subordinate Debt Service Town Lake Debt Service

Reserves: 4 Accounts. The following four accounts are required. These are not ZBAs, although a daily zero balance is achieved manually by the City of Austin. Funds flowing through these accounts are segregated and invested separately from Investment Pool funds. Safekeeping portfolios may be required for each; currently only two accounts are actively holding securities. Most transactions through the accounts are wire transfers out or consist of transfers from other accounts or funds. Although these are not checking accounts, payee positive pay without reconciliation is required to ensure no checks will pay from these accounts. Online access to previous day transaction detail is required. ACH debit blocks are required.     EUD Debt Management WWW Reserve HOT Reserve Combined Utility Reserve

N.

Special Purpose Accounts: 3 Accounts. The following checking accounts are required in addition to those listed above.

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 They are special purpose accounts that issue checks from time to time as needed. These accounts require payee positive-pay, to be transmitted manually online. Positive pay decisions should also be made online. Online image access, paid item inquiry and stop payments are required. ACH debit blocks are required. Online access to previous day transaction detail is required.    2.3 Required Services Detailed required services for each DDA account is listed in 2.2 above. In addition to these required services, the following is a general list of services the City requires at the time of this RFA. The estimated volume of services used are listed on the Application Form (Section 0610). Any deviation from or exceptions to the required services described in this paragraph should be included in the Application. A. Collateral requirements - All City funds must be collateralized by the depository in accordance with State law (Chapter 2257 Collateral For Public Funds) and the City Code. In addition to Chapter 2257 and City Code requirements, the City’s Investment Policy (Section 0620) must be followed. This paragraph contains the City's requirements. Note in item seven (7) that the City has determined that the minimum level of permanent depository collateral to be pledged at all times at the relationship level will be $10 million, regardless of the City of Austin’s collected or ledger balances on deposit. 1. General requirements - The bank selected as the City's depository must deposit and pledge, not later than five days before the effective date of the depository contract, approved securities having a market plus accrued interest value no less than equal to 100% collateral level required in this solicitation. Securities pledged to the City must be held at a third party banking institution approved by the City, or in a Treasury Direct account, in the name of the City with the Federal Reserve Bank. 2. Approved securities - "Approved securities" shall mean US Treasury and agency securities having a maturity of less than five (5) years. Refer to the City’s Investment Policy (Section 0620) for a definition of “approved securities.” See also Section 0615 for a listing of the securities held by the City of Austin at June 30, 2011 for reference. Note that the City does not accept Collateralized Mortgage Obligations (CMO’s) as collateral. Austin Convention Enterprises - ACCD imprest fund Waller Creek LGC – ACCD imprest fund Urban Renewal Agency- Housing imprest fund

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 3. Collateral substitutions and take downs - Upon approval of the City Treasurer or his designee, the Depository Bank may substitute approved securities so long as the total amount of securities pledged is adequate. Likewise, any excess shall be delivered to the Depository Bank upon approval of the City Treasurer or his/her designee when not required as part of the collateral securities. 4. Reporting and valuation - The Depository Bank shall provide at least monthly reports valuing the approved securities, showing the current market value plus accrued interest through the date of valuation. Whenever it is determined by the City Treasurer that collected funds on deposit are not fully covered by the approved securities, the Depository Bank shall immediately deposit and pledge additional approved securities in an amount sufficient to restore collateral to the required level. Online access to daily collateral reports is desired. 5. Surety Bonds -The use of a surety bond to meet collateral requirements will be considered provided the bonding firm is acceptable to the city. 6. Title 12 – Title 12 of U.S. Code Paragraph 1823(e) of the Federal Institution Reform, Recovery, Enforcement Act (FIRREA) requires that the City’s security interest in a collateral deposit be perfected by incorporating the following conditions in a collateral agreement:   The agreement must be in writing. The agreement has to be executed by the depository institution and the depositing entity making the claim contemporaneously with the acquisition of the asset. The agreement must be approved by the Board of Directors or the loan committee of the institution. The agreement has been an official record of the institution continuously since its execution.

 

In addition, the agreement must specify that upon receipt by the Custodian Bank of the City Manager’s sworn affidavit stating that a contract default has occurred and stating the amount of the City's resulting loss of deposited funds to the extent reasonably ascertainable by the City, the Custodian Bank shall surrender the pledged securities to the City. On receipt, the City is entitled to possession of the securities and may sell the securities at either public or private sale in accordance with the Texas Uniform Commercial Code, and apply the proceeds to cover any loss of deposited funds, costs of sale, or expense sustained by City as a result of the Depository default. Any

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 excess after liquidation shall be delivered to Depository upon the City Treasurer’s direction when not required as part of the collateral securities. The Depository shall cooperate with the City in taking any additional actions necessary to perfect the City's security interest in the pledged securities. The executed collateral agreement incorporating the four preceding conditions must be presented to the City prior to the deposit of any City funds. 7. Required collateral structure - The City has determined that the minimum level of permanent depository collateral to be pledged at all times will be $10 million, regardless of the City of Austin’s collected or ledger balances on deposit. All fees, if any, associated with the provision of collateral must be stated in the Application Form. A detailed calculation of the fee must be included and it must be stated if this fee is based on collected or ledger balances. B. Deposit Services - The City contracts with an outside armored carrier to deliver most City deposits to the Depository Bank. The City's Depository Bank must have available a secure unloading area which will accommodate armored vehicles. The secure unloading area will be located within the city limits of the City of Austin. The City desires that a vault be located within the city limits.

1. Credits - The City requires sequentially encoded deposit slips for each entity depositing into City accounts. Reporting of deposits by sequence or serial number through the balance reporting mechanism is required. Deposit slips should be ordered through the depository and charged through the account analysis. 2. Availability - The City will expect to receive the bank's best availability published in its most recent availability schedule and any improvements over its published availability will be passed to the City. On occasion, the City will request an end-point float analysis for selected accounts or dates. The bank's proposed availability schedule must be included in detail in the application. 3. Non-encoded checks deposited - Deposits of non-encoded checks are deposited daily by several departments via armored car. Some are deposited at the motor banks and the night depository. The bank must state on the Application Form its cut-off time for same day credit. 4. Encoded checks deposited - Approximately 90% of the City's encoded checks are deposited by the City’s utility remittance

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 processing center. The remainder are deposited by the City's One Stop Shop. The applicant must state on the Application Form the cut-off time for same day credit for encoded items. A 6 P.M. cut-off is desired. 5. Image Cash Letter - The ability to accept an X9.37 Cash Letter or X9.100 formatted Cash Letter, as well as a notification system of the receipt of the electronic cash letter and corresponding deposit details, is required. The applicant must include a detailed description of the file requirements, reporting/confirmation mechanisms, returns process and notification, and the cut-off time for same day credit for ICL deposits. 6. Return items - All checks returned unpaid for insufficient funds must be presented for payment a second time before they are returned to the City as charge-backs. All return items must be charged to the account of original deposit and notification of the item must be made by US mail as well as an image online. The City will make every attempt to insure that endorsements conform to the bank's requirements. When the City finds that a check has been chargedback to the incorrect account, the City will request that the charge be reversed and the proper account charged without penalty to the City. 7. Currency deposits - Several departments make cash-only and cash/check deposits via armored car to the vault. They are Austin Energy (utility payments), Aviation (parking only), Municipal Court, Austin-Travis County Health and Human Services Department, Emergency Medical Services Department, Austin Water Utility, Austin Police Department, Controller’s Office, and the Convention Center. The Austin Public Library, Solid Waste Services, and the Parks and Recreation Department cash deposits are made by personnel to either a night depository or a branch facility (lobby or motor bank). Although difficult to quantify, it is estimated the currency/ coin portion of City of Austin deposits is in excess of $30 million annually. 8. Coin deposits – The Parking Meter section of the City’s Transportation Department collects coins from parking meters throughout the City and delivers collections to its own armored carrier for sorting. The armored carrier delivers bags to the bank with a deposit slip for credit to the City’s account. C. Check Disbursement Services 1. Controlled disbursement - The City requires one controlled disbursement account, the Investment Pool Disbursement Account. First presentment reporting via balance reporting must be available by 8 A.M. CT with a second presentment reporting required by 10:15 A.M. CT. The City desires a

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 Texas controlled disbursement point. Funding should be automated via either ZBA or bank initiated transfers so as to generate a zero balance at the close of business each day. Checks drawn on the controlled disbursement account must be honored if presented for payment at the main depository bank in Austin. The City will reimburse the Depository through the account analysis for any resulting availability deficiency to the Depository. 2. Non-controlled disbursement - The City will require noncontrolled disbursement check services through several accounts as described in 2.2 above. 3. Paid check service - The City requires prompt online access to current-month paid check information. If the check is paid, a legible image of both sides must be available online for viewing. 4. Stop Payments - The City requires stop payment services on several accounts. Placement and confirmation must be available online. 5. Reconciliation - The following reconciliation services are required: o Payee Positive Pay Reconciliation – Payee positive Pay Reconciliation is currently required for the Investment Pool Disbursement Account, the Employee Benefits ERISA disbursement account, the JI Services - Worker Compensation Account, Payroll Account, and Utility Deposit Refund Account. The City transmits its issue information daily through the internet. Ability to void checks from the issue file without stop payment fees is required. Upon contract award, the City will require the file layout for this service as soon as possible to allow sufficient time for an interface setup. o Paid list reconciliation - A paid list reconciliation will be required for the Payroll Account and the Austin Energy Deposit Refund Account. Within five (5) business days after the statement closes, the bank will provide the following: Electronic access to paid items and exceptions or rejects including check number, amount paid, date paid, and sequence or reference number in check number sequence;

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 a paper paid report listing each check number, amount paid, date paid, and sequence or reference number in check number sequence; the bank statement of the account; and canceled checks (if the account is set-up to receive them), serially sorted, within ten (10) business days after the bank statement closes. 6. Serial Number Sort - The City will require numeric check serial sorting on the Austin Energy Deposit Refund Account. 7. Paid Check Safekeeping - Paid check safekeeping is currently used for the Employee Benefits ERISA disbursement account. 8. Stale Dated Check Service – The City desires automatic decisioning abilities for each check that is presented against its accounts with an issue date longer than six months. 9. Paid Check Images - The City requires each month’s paid check images, front and back, on CD-ROM media for the Investment Pool Disbursement Account, the Payroll Account, and the Employee Health Benefits Account. Images must be capable of being printed on laser printers and must be of high quality and admissible as legal documents. Preferred mage capabilities include reverse polarization, zoom, and check number or amount indexing 10. Electronic Paid Check File - Two accounts currently require an electronic file of cleared items for reconciliation to the City’s general ledger. This is in addition to receiving CR-ROM images of the cleared items. Upon contract award, the City will require the file layout for this service as soon as possible to allow sufficient time for an interface setup. D. EFT Services 1. Electronic Credits - The City will require internet confirmation of electronic credits. Hard copy or fax notification is not required. 2. Electronic Debits - The City will require an internet product for ACH and wire initiation. On-line Repetitive, semi-repetitive, and non-repetitive initiation capability as well as confirmation capability is required. Password security and secondary authorization capability is required.

JSD0111 – Section 0500 SCOPE OF WORK

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07/01/11

CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 Most of the City's ACH and wire transfers are originated out of the Investment Pool EFT Disbursement Account (a ZBA account) for transfers between accounts and vendor payments. These electronic debits are usually funded by maturing investments and available balances, including transfers from other fund accounts, in the main account. Ideally, proceeds from maturing investments, which are processed in the securities/safekeeping area, should be posted real-time to City accounts. If, however, they are memo-posted, the City will require a daylight overdraft facility or other mechanism for City accounts to insure that release of these wires is not delayed due to bank review and approval requirements. The response should include details of the daylight overdraft policy. 3. ACH payroll direct deposit - Approximately 93% of all City employees are on direct deposit payroll. The goal is to have 98% of employees on direct deposit by September 2011. For each of its bi-weekly payrolls, the City transmits an ACH file conforming to NACHA format containing employee direct deposit payroll credits. The Depository Bank agrees to perform the services of Originating Bank for these automatic deposit entries and to abide by the rules of the National Automated Clearing House Association. City agrees to comply with and be subject to the rules and operating guidelines of the National Automated Clearing House Association. Applicants will be required to provide a contingency plan in the event of processing problems for direct deposit in the application response. 4. Outgoing ACH transactions - The City originates ACH debits/credits to transfer funds between City accounts and to pay certain vendors. A number of non-originated ACH Debits are also received each month. An internet product allowing initiation of ACH transactions in standard ACH and CCD+ format is required. 5. Incoming ACH transactions - The City receives a number of ACH credits each month, particularly State sales tax and other distributions, Federal grant proceeds, and credit card proceeds. Some of these are received in CCD+ format. Access to addendum details is required.
E. Additional

Online Requirements and Balance/Transaction Reporting – If the financial institution utilizes any supplier or vendor to act on the financial institution’s behalf to conduct account management, customer service, collection activities or have fiduciary responsibility over the institution, customer or associate funds, the financial institution is required to obtain a satisfactory SAS70 audit

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 from the supplier or vendor and review it for acceptability. Whenever information is moved across national boundaries, the financial institution must ensure compliance with all laws and regulations related to privacy and encryption. The financial institution should provide a SAS70 audit annually for its online product. Further, confidential information should not be placed into a public cloud, and any utilization of a private cloud should be detailed in this response. for any supplier, a SAS70 audit should be required Dual security administration is required for the various entitlements needed to transact banking online. Additionally, the City requires an extensive balance/transaction reporting internet product. This product is used for a number of functions including reconciliation, cash position management, transaction notification, and accounting/journal entry support. Therefore, the City will require the following capabilities, at a minimum: 1. Ability to download the information in CSV format to Microsoft Excel and/or Microsoft Access for selected accounts with a 10 day minimum online history:  Current day balances and transaction detail for select accounts as listed in 2.2 and  Previous day balances and transaction detail for all accounts. 2. Ability to download the following information in CSV format to Microsoft Excel for all accounts with a 10 day minimum online history:       Prior day closing ledger balance; Prior day closing collected balance; One Day float; Two Day float; Summary of prior day account debits and Summary of prior day account credits.

F. ZBA accounts - At present, the City requires nine (9) ZBA accounts. A zero balance will be achieved by the bank in each of the accounts at the close of business each day by transferring an appropriate amount to or from the Investment Pool Receiving Account. Transactions that create daylight overdrafts in ZBAs prior to the close of business will be honored. G. Change orders - Several City departments require change orders containing currency and coin. Change orders are placed by phone or internet and returned the next day in the locking deposit bag

JSD0111 – Section 0500 SCOPE OF WORK

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07/01/11

CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 containing the previous day's validated deposit slip. Payment is made by automated debit by the bank on the day the order is filled. H. Securities clearance - As the City's depository, the Offeror will be required to serve as transfer agent for security transactions initiated by the City. All transfers must be executed delivery verses payment. Delivery of instructions on-line is desired. I. Safekeeping - The City will require that safekeeping receipts be issued within two business days following receipt of securities. Monthly statements of holdings are required. All book entry securities shall be listed at the Federal Reserve under the Bank's customer account. Such securities shall not be commingled with bank assets. The bank shall keep accurate records specifically identifying which investments belong to the City and the City shall have access to these records at all times. On-line access to safekeeping records is desired. Securities which serve as collateral for repurchase agreements with dealers must be delivered to a third-party custodian acceptable to the City. Pursuant to State Law, the custodian bank shall be: A state or national bank that is designed by the comptroller as a state depository, has its main office or a branch office in this state and has a capital stock and a permanent surplus of $5 million or more; or    The Texas Treasury Safekeeping Trust Company; or a Federal Reserve Bank or a branch of a Federal Reserve Bank; or a federal home loan bank.

J. Payroll and Employee Petty Cash check cashing. All city employees serving as petty cash custodians and employees not on direct deposit will be permitted to cash their City petty cash and payroll checks at any of the bank's locations within the Austin-San Marcos MSA at no charge, including those who do not maintain accounts. The bank's standard check cashing guidelines regarding proper identification will apply to all employees. K. Overdrafts. Applicants will be asked to submit informal and/or formal procedures for handling overdrafts on the City’s aggregate account balances. Any agreement required by applicants to be executed in connection with a formal overdraft facility should be submitted with the application response. Any overdraft facility will be utilized as a backup facility and the City does not intend to use it as a source of credit. The term "Overdraft," as used in the preceding sentence for purposes of determining the payable interest to the Depository Bank, shall mean negative balances in all city demand accounts netted against positive balances in all other city accounts as determined on the City's monthly consolidated average net collected balance position.

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 1. Ledger- Although it is the City's policy to avoid overnight ledger overdrafts at all times, they do occur on an infrequent basis. The Depository Bank will be requested to provide an overdraft facility for this purpose. The terms of an overdraft facility will be negotiated by the parties and inserted in the Depository Contract. Ledger overdraft fee should be inserted on the bid sheet in the space provided. 2. Collected - Collected overdrafts may occur from time to time in any City account, particularly the Investment Pool Receiving Account due to the unpredictable level of float in the account. The City desires that no interest charges for overnight collected balance overdrafts in any City account be incurred, unless a collected deficit occurs in the City's total average collected balance position for an entire month. Any deviation from this stipulation must be stated in the application response. The City reserves the right to add an estimated cost to the total bid if it will be the applicant’s policy to assess collected overdrafts interest charges per occurrence, per account. The applicant’s money market basis for calculating interest on collected balance deficits, or other calculation method, must be clearly outlined on the Application Form. 3. Daylight - Due to the nature of its business, the City will create daylight overdrafts. The applicant will be asked to describe its daylight overdraft policy in the application response. If it is the applicant’s policy not to allow daylight overdrafts, this should be stated as an exception in the application response. L. Reports. The Depository Bank shall furnish reports/statements regarding the City's accounts and services performed under the contract in a form and content satisfactory to the City of Austin Chief Financial Officer, and comply with requests from external auditors as directed by the City Manager, Assistant City Manager, City of Austin Chief Financial Officer, City Treasurer, or City Controller. M. Disaster/Pandemic Preparedness. The City requires that detailed plans be put in place to deliver the services outlined in these specifications during times of disaster or pandemic outbreaks. A discussion of pandemic influenza preparedness will be required in the application response. N. Errors. Bank errors resulting in lost interest to either party, such as loss of availability, will be reimbursed by improving or deproving the City's collected balance position. The City will be notified immediately of such improvements or deprovements in writing. A recap of improvements and deprovements in the monthly account analysis is desired. Fee corrections noticed in the account analysis will be

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE SCOPE OF WORK APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 brought to the depository’s attention and corrected prior to the next month’s analysis statement. O. Compliance with the Texas Public Funds Investment Act. All applicants must comply with the Texas Public Funds Investment Act and sign the City’s PFIA acknowledgement, included in Section 0625.

JSD0111 – Section 0500 SCOPE OF WORK

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CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 1.0 GENERAL INFORMATION All applicants are subject to the terms and conditions of this solicitation. Material exceptions to the terms and conditions, or failure to meet the City’s minimum specifications, shall render the application non-responsive. Non-responsive applications will be rejected from further consideration. Applicants are expected to examine the entire request for application package, all specifications, and all instructions. Failure to do so will be at applicant’s risk. Only one award shall be made under this application. The award shall be made for all requirements to that single responsive and responsible qualified financial institution who offers the highest quality service at the lowest cost to the taxpayer. 2.0 RESPONSE PACKAGE CONTENTS 2.1 Completed Application Form – Section 0610 The Application Form is the single most important document in this Request for Application and must be completed and included with your response. The Application Form must be submitted in an electronic format (e.g., CD ROM) as well as a matching printed output signed by an authorized agent. In the event that the electronic data file differs from the printed data submitted, the printed signed form will be used as the final form. Should a contract be awarded, only the itemized fee charges listed on the Application Form will be acceptable on the monthly account analysis, with the exception of services requested by the City after the contract award is made. Applicants should be certain the completed Application Form contains all of the fee charges that will appear on the account analysis for the services required. Additional lines are provided on the Application Form for this purpose. A reference to an attached fee schedule or verbiage will not constitute inclusion on the Application Form. Any inserted fee charges must be placed in the appropriate section of the Application Form, and include an estimated volume amount from information inferred from the provided estimated volume for similar items. Fees inserted without corresponding estimated volumes will not be accepted. Additionally, the City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted by the applicant. If required, the City will contact the applicant to obtain a definition of the inserted fee category. Should the City believe it is necessary to edit or otherwise correct volumes, the applicant’s total amount may be changed accordingly. Fraudulent statements on any response will result in disqualification and may result in legal action. 2.2 Response Package In addition to the Application Form listed above, the applicant shall complete all of the required information in Section 3.0 below in the requested response format. Response package shall be typed using 11-point or larger font, on standard paper, and have consecutively numbered pages.

JSD0110 – Section 0600 EVALUATION FACTORS

1

CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 Submit one original and seven (8) copies of the response and required attachments. However, only three copies of the CD ROM are required. The original response must contain original signatures and shall be suitable for photocopying. 3.0 INFORMATIONAL RESPONSE PACKAGE To assist the City in its determination of responsibility, applicants are required to furnish the following requested information with their application. Response Format The response shall be organized in the following format and informational sequence. Each area should be addressed as thoroughly yet succinctly as possible. A. Part I – Application Form: Section 0610. Complete and sign the form as described in 2.1 above. B. Part II - Business Organization: State full name and address of your organization and identify parent company if you are a subsidiary. Specify the branch office or other subordinate element which will perform, or assist in performing, work herein. Indicate whether you operate as a partnership, corporation, or individual. Include the State in which incorporated or licensed to operate. Confirm the institution’s authorization to do business in Texas, and list the office or branch physically located within the city limits of the City of Austin. Confirm the institution is a member of the Federal Reserve System, is insured by the Federal Deposit Insurance Corporation and is a member of NACHA. C. Part III – Implementation plan – Each application, except that of the incumbent depository, must include a proposed implementation plan which describes a time schedule consistent with a contract commencing April 1, 2012, and a detailed description of City and bank responsibilities through the implementation phase. If necessary or required, the applicant selected as the City’s Depository must assist in the transfer of accounts from the current depository to the new depository. D. Part IV - Services A.1 Designated bank contact personnel - Applicants must provide the name or names, phone number(s) and city/state location(s) of those within the bank qualified to provide information and assistance in the following areas on a regular basis: ACH payments Balance/transaction reporting assistance (online products) Collateral adequacy General information Positive pay Posting and deposit discrepancies Reconciliation (including check imaging) Safekeeping and securities clearance Stop payments Vault services Wire transfers/ACH payments Please attach a resume of the primary contact's professional qualifications. The primary contact is the person designated by the applicant as the one bank officer responsible for overseeing the City's entire relationship, who would serve as the City's primary contact and who would be able to make decisions regarding operational aspects of this contract.
JSD0110 – Section 0600 EVALUATION FACTORS 2

CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 A.2 Enhancements/Additions to required services - Applicants may use this paragraph to elaborate on particular product capabilities or distinctions the City requires or describe products which the City does not require at the present time but may at a future date. These products’ specifications, descriptions, prices and pricing expiration may be included in this area. Location of service performance - Applicants must list the location (city, state) in which the following services are to be performed under this contract: Controlled disbursement points (Texas preferred) Deposit processing Positive pay Reconciliation (including check imaging) Safekeeping and securities clearance Stop payment processing Vault services A.4 Required Accounts and Detailed Serviced for Each Account Confirm an understanding and agreement to provide each of the required accounts and services described in Section 2.2 of the 0500. A summary matrix of services to be provided may be submitted if desired. Depository Collateral Confirm an understanding and agreement to each of the collateral requirements described in Section 2.3.A.1 through 2.3.A.7 of the 0500. Additionally, include a paragraph describing the depository collateral process, the process for increase requests, and if available, submit a sample collateral agreement. Describe the reporting methods available from the third party (such as online access) to the City for collateral monitoring. Deposit Services Confirm an understanding and agreement to each of the requirements described in Section 2.3.B.1 through 2.3.B.8 of the 0500. Include requested information and documentation for each section. Check Disbursement Services Confirm an understanding and agreement to each of the requirements described in Section 2.3.C.1 through 2.3.C.10 of the 0500. Include requested information and documentation for each section. Additionally, provide brief answers to the following:  Controlled Disbursement: Are there ever more than two presentments at the site for the controlled disbursement point city/state listed above? Indicate the time the final presentment is available online, expressed in central time. Describe at what dollar level and by what method the City will be notified should the physical check clearing differ from the originally reported presentment total.  Payee Positive Pay: Indicate how soon after receipt of the issue file transmission that teller lines are updated. Additionally describe at what time and by what communication method exception decision/reports are sent, the deadline for providing pay/no pay decisions and if a “no items today” notification is available. EFT Services Confirm an understanding and agreement to each of the requirements described in Section 2.3.D.1 through 2.3.D.5 of the 0500. Include requested information and documentation for each section. Additionally, provide brief answers to the following:
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A.3

A.5

A.6

A.7

A.8

JSD0110 – Section 0600 EVALUATION FACTORS

CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111  Wires: What are the financial institution’s procedures for releasing a wire if it creates a daylight overdraft situation? What is the longest time your online wire transfer system has been down in any one day, and what are your backup procedures for ensuring timely release of wires? ACH: Expressed in central time, provide the earliest time and latest time each day that the City may initiate an ACH payment online for both one day and two day or two day+ settlement. Describe your procedure for same day rejection of non-originated ACH debit entries, including what notification options are available. What contingency plans exist to pay City employees in the event of processing problems with the direct deposit file?

A.9

Online Platform Confirm an understanding and agreement to each of the requirements described in Section 2.3.E.1 through 2.3.E.2 of the 0500. Additionally, include a paragraph describing the online platform available. Provide at least one paragraph describing the policies or procedures in use for third party suppliers or vendors that might conduct account management, customer service, collection activities or have fiduciary responsibility over the institution, customer or associate funds. Describe the current and planned use of cloud computing in both public and private environments. Provide information concerning dual security administrators and security concerning connectivity and fraud prevention measures.

A.10

Safekeeping and Securities Clearance Confirm an understanding and agreement to each of the requirements described in Section 2.3.H and 2.3.I. Describe the online reporting system for current day transactions. Provide cutoff times for submission of security delivery/receipt instructions, expressed in Central Time, and method of submission. Confirm that a detailed statement of portfolio holdings will be mailed and indicate how many days after month-end the City will receive this statement. Payroll and Employee Petty Cash check cashing Confirm an understanding and agreement to each of the requirements described in Section 2.3.J. Overdraft Confirm an understanding and agreement to each of the requirements described in Section 2.3.K.1 through 2.3.K.3 of the 0500. Include requested information and documentation for each section. Specifically, in the event that intraday and/or interday overdraft situations arise, state the bank’s policy and procedures regarding overdrafts, and include information concerning daylight overdrafts in regular as well as ZBAs. Describe if the rates and fees, if any, are to be charged on a per event or per account basis (fees themselves must be included on the Application Form). Include information regarding how the bank policy determines that the City of Austin is in overdraft (for example, are all accounts aggregated or does each account stand alone?). Confirm if the fee applies to ledger or collected balance overdrafts and provide a detailed calculation of the fee in this area of your response as well as on the Section 0610. Reports Confirm an understanding and agreement to Section 2.3.L. Disaster/Pandemic Influenza Preparedness Describe to what extent the institution had assessed the risk of an influenza pandemic and/or other disaster. Include the general assumptions, absenteeism/event duration assumptions,
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A.12

A.13 A.14

JSD0110 – Section 0600 EVALUATION FACTORS

CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 location assumptions and technology limitation assumptions. Provide information concerning service level impacts to the public sector under your assumptions, specifically the availability of cash and access to account information. A.15 Misc: Deposit/Vault Services Please describe your vault location and delivery process. Describe the latest cut-off for same day ledger credit for deposits of coin, currency and checks delivered via armored carrier. What are the hours that your vault is open for armored carrier deliveries? Describe any requirements you have with respect to preparation of mixed check/cash deposits delivered to your vault. Describe any requirements you have with respect to preparation of pre-encoded deposits. What control procedures are in place to ensure timely and accurate investigation and resolution of disputed discrepancies? Misc: Account Analysis To what balance is the earnings credit rate applied? What rate is charged on uncollected funds? How are uncollected funds defined (e.g., average balance for the month if negative; average balance computed on only those days when the balance is negative such that positive balances are not used to offset negative balances)? Are overdraft fees and interest on uncollected funds assessed on each individual account or are accounted grouped so positive balances in one account offset negative balances in another? Exceptions Identify the section number and clearly state any and all exceptions to, conditions of or qualifications in Sections 0400, 0500 or 0600 of this Request for Appliation.

A.16

A.17

D. Part V – Certifications and Compliance A.1 Investment Policy Certification – Section 0625 - A copy of the City's Investment Policy is attached as Section 0620. Applicants must indicate they have read and understand the City's investment objectives by signing the Certification document Section 0625. Community Reinvestment Act (CRA) - Applicants shall describe their bank's compliance with the Community Reinvestment Act. Responses should, at minimum, address the following:    A general statement concerning the bank's commitment to the Community Reinvestment Act. Copy of the CRA statement as filed with appropriate banking regulators for the last year. Description of the bank's level of compliance with the CRA including the current rating and any documentation which demonstrates compliance. Such documentation would include disclosure of the extent of lending activity in the City of Austin's target neighborhoods. Discussion of plans to improve or increase access to banking facilities for residents of the City of Austin's target neighborhoods. Discussion of plans to improve or increase access to banking products and services for businesses in the City of Austin’s target neighborhoods.

A.2

 

E. Part VI - References List references from at least two current customers who use services similar to those requested by the City. The City may make such investigations and inquiries as it deems necessary to determine the
JSD0110 – Section 0600 EVALUATION FACTORS 5

CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 ability of the applicant to perform the work. In addition, list local government entity accounts, such as cities, counties, and school districts, held during the last three (3) years. 4.0 APPLICATION PREPARATION COSTS: All costs directly or indirectly related to preparation of a response to the Request for Application or any oral presentation required to supplement and/or clarify a proposal which may be required by the City shall be the sole responsibility of the applicant. 5.0 EVALUATION FACTORS AND AWARD Competitive Selection: This procurement will comply with applicable City of Austin Policy. The successful Applicant will be selected by the City on a rational basis. Evaluation factors outlined in below shall be applied to all eligible, responsive applicants in comparing application responses and selecting the successful applicant. Award of a contract may be made without discussion with applicants after application responses are received. Application responses should, therefore, be submitted on the most favorable terms.

JSD0110 – Section 0600 EVALUATION FACTORS

6

CITY OF AUSTIN PURCHASING OFFICE EVALUATION FACTORS APPLICATION FOR DEPOSITORY SERVICES – RFP JSD0111 Evaluation Factors: Possible Number of Points: 100 Part I – Application Form: 60 Points Applicant with the lowest cost to the City is given the maximum points; percentage ratio formula is applied to remaining applicants. Part II - Business Organization: No points awarded Requirements must be described and met. Part III – Implementation plan: 5 Points Implementation plan, if applicable, is detailed, reasonable and provides required deadlines. Part IV – Services: 35 Points Documentation responsive to all requirements and processes appear reasonable, effective and of quality. Part V – References: No points awarded Required references must be submitted. Part VI – Certifications and Compliance: No points awarded Required certifications and compliance must be submitted. Interviews, Optional. additional points. Interviews may be conducted at the discretion of the City. Maximum 25

JSD0110 – Section 0600 EVALUATION FACTORS

7

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

1 DEPOSITS: Credits Posted - Electronic Credits Posted - Other Item Processing Deposit Controlled Disb - Funding Credits Foreign Items - Check Deposits Image Deposits IRD Deposit Items Image Deposited Items 21,600 100 200 300 20 300 2,300 1,300,000

Un-encoded Non-ICL Items-by end-point On Us Items Local Clearings Local Other In District All Others Pre-encoded Non-ICL Items-by end-point On Us Items Local Clearings Local Other In District All Others

24,750 85,500 78,750 36,000

4,400 15,200 14,000 6,400

Check Returns Returns - Chargebacks Returns - Reclears Returns - Reclear Service Fee Deposit Corrections - Non-Cash Check Deposit Rejects

1,600 1,900 50 200 70

Lobby/Branch Services (Pricing by bill)

0610 - Application Form

Application Form - Page 1 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

Deposits Total Currency/Coin Amount Deposited

5,500 $1,780,000

QBD/Night Drop Deposit Deposits Total Currency/Coin Amount Deposited

6,500 $3,630,000

Vault Services Deposits Coin Deposit - Non Std Bag Total Currency/Coin Amount Deposited Deposit Correction - Cash Mail Notification - Receipt Bank by Mail Deposit

15,600 5,700 $28,200,000 100 5,200 20

Deposits Sub-Total 2 DEBITS Controlled Disbursement Set up Fee Maintenance Checks Paid - Truncated 1 12 75,000

0.00

Standard Checks Paid Checks/Debits Paid

120,000

0610 - Application Form

Application Form - Page 2 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

Other Non-Relationship Check Cashed Debits Posted Electronic Debits Posted Other

1000 4,600 20

Reconciliation Positive Pay Full Recon Set-Up (including software) Maintenance Items Issue Match Exception Returns

5 60 200,000 200,000 300

Monthly Paid Check File Image CD ROM Maintenance CD ROM Per Image CD ROM Per CD Image Retrieval - Online Image Maintenance - Online Image Archive - Online

60 200,000 60 1,900 90 26,300

0610 - Application Form

Application Form - Page 3 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

Debits Sub-Total 3 ELECTRONIC FUNDS TRANSFER Maintenance Fee Incoming Domestic Wire Incoming Domestic Book Credit

0.00

20 1,400 50

Outgoing Domestic Wire Transfers Domestic Wire Book Debit Domestic Repair Drawdown Response

1,900 200 10 300

Wire Advice Mail Fax Phone

50 10 10

International Wires

10

ACH Originated Transactions Transmission (Input - Echannel/PC)

300

0610 - Application Form

Application Form - Page 4 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

Transmission (Input - File) Consumer on US Credit Consumer off US Credit Consumer on US Debit Consumer off US Debit Corporate on US Credit Corporate off US Credit Deletions/Reversals Notification of Change Standar Report via Fax Standard Report Electronic Optional Report Electronic Maintenance (Monthly) Return Item

500 43,200 331,300 202,400 833,100 200 21,800 80 3,400 300 500 300 100 7,200

Non-Originated CR/Dr Debit Received Credit Received Other Originated Addenda

10,400 20,200

20,400

Blocks/Filters Block Auth Instructions Blocks/Filters Maintenance Blocks/Filters Add/Change

800 400 10

0610 - Application Form

Application Form - Page 5 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

EFT Sub-Total 4 BALANCE AND TRANSACTION REPORTING AND ACCOUNT MANAGEMENT Monthly Maintenance per User ID 540 Set Up 45 Current Day Accounts (5 Accts) 60 Per Item 111,900

0.00

Previous Day Accounts (30 Accts) Per Item

360 259,700

Zero Balance Accts -9 accts including 1 controlled disbursement Accounts 12 Master Cont Disb - 1 (if appl) 12 Others - 8 96

Commercial Account Maintenance DDA Statements

400 400

0610 - Application Form

Application Form - Page 6 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

Balance & Transaction Reporting & Management Sub-total 5 SECURITIES SAFEKEEPING/CLEARANCE:
Section 0615 is a current listing of the securities held by the City as of June 30, 2011. Please use this list to help determine the proper pricing for safekeeping and securities clearance activities. All security purchases are "delivery vs payment." Safekeeping Fees may be charged as one line item on the Account Analysis, provided that a breakdown by category per below is sent monthly. A monthly portfolio holdings report is required.

0.00

Par value: $1.2 billion Portfolio Set Up Maintenance Securities Held Security Purchase Security Sale/Call/Maturity Security Interest Coupon Payment Commercial Paper Purch-via DTC

19 12 75 96 100 230 10

Securities/Safekeeping Sub-total 6 OTHER: Currency & Change Orders- Lobby/Branch Coin Supplied/Roll Change Order Total Currency Supplied

0.00

1,200 400 $190,000

0610 - Application Form

Application Form - Page 7 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

Currency & Change Orders- Vault Total Currency Supplied - Nonstd Coin Supplied Per Roll Change Order

$90,000 40 20

FDIC Insurance - average daily positive ledger balance of $7 million Ledger Overdrafts

12 2

Other Sub-total

0.00 0.00

Depository Collateral - indicate below the cost of collateral as pledged securities. Pledged Securities ANNUAL TOTAL NOTE: Provide information requested below 1 Indicate the daily cut-off times for same day credit for the following deposit types: Encoded checks (6 pm preferred) : Non-encoded checks and cash deposits: 2 The money market basis used for the earnings allowance credit will be: 10,000,000

0610 - Application Form

Application Form - Page 8 of 9

City of Austin, Texas Request for Applications: Depository Services Application Form - JSD0111 Submitted by:
Bidding Institution Name NOTE: This form must be completed in its entirety and signed in ink below. Applicants should be certain that the completed form contains ALL of the fee charges that will appear on the account analysis for the services required. Enter price proposal in column J. Do not change or otherwise edit formulas or format. Do NOT insert Excel lines or columns into the worksheet. Use "blank" rows for proposer-added pricing items when needed to meet provided specifications. Include descriptions. Any proposer-added service items and pricing must use annual volume estimate (pricing that is provided without related service volume is not allowed). The City reserves the right to edit or otherwise correct the estimated volume for fee charges that are inserted or otherwise modified by the applicant.

Service Item

Annual Volume Estimate *

Price Per Item

Annual Total Cost Estimate By Service Sub-Total

* Annual volumes are best estimate. Actual usage will vary.

3 Indicate below the money market basis (Fed funds, prime, earnings allowance rate) plus any basis points that will be assessed against an aggregate deficit average daily collected balance position maintained for an entire month.

4 If the account analysis includes a charge for FDIC insurance, indicate the current formula used to calculate this fee.

5 Indicate monthly fee rate for depository collateral: 6 Indicate the monthly surety bond fee rate:

7 Indicate Debt Ratings Moody's S&P Fitch 8 Indicate CRA Rating

Submitted and Authorized By
Typed/printed name: Signature of Authorized Agent

0610 - Application Form

Application Form - Page 9 of 9

CITY OF AUSTIN PORTFOLIO HOLDINGS JUNE 30, 2011
FUND 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 7990 9810 9810 9810 9810 9810 9810 9810 9810 9810 9810 9810 9810 9850 Cusip 31331Y3N8 31331YZ86 31331GNQ8 31331JN25 31331KGN4 3133XSS74 3133XHB43 3133XS4S4 3133XTWZ5 3133XVQL8 313371MR4 313372H64 313372RK2 313371MR4 3133736H0 313373RH7 313373RG9 3133XYHD0 313373SJ2 313373TZ5 313374A83 3133744E7 313374DM9 313374GP9 313374F62 3133XWGP8 3134G1KF0 3134G1KF0 3134G1GQ1 3128X9D56 3128X8Q62 3134G1XL3 3134G1WT7 3134G1VH4 3134G1P65 3134G13K8 3134G1ZQ0 3134G2GQ9 3134G2GX4 31398ANT5 3136FPFZ5 31398A4H2 3136FPND5 31398AZN5 31398A5B4 31398A6L1 31398A4S8 3136FP5X1 3135G0AS2 546589QZ8 31331GZQ5 31331KCA6 3133MJQF0 3133XHB43 3134G1YF5 3134G2DN9 3136FPEW3 3136FPWW3 3136FPUY1 3135G0AS2 912828GA2 912828FY1 313373GH9 Issuer FFCB FFCB FFCB FFCB FFCB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLB FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FHLMC FNMA FNMA FNMA FNMA FNMA FNMA FNMA FNMA FNMA FNMA LOUISV FFCB FFCB FHLB FHLB FHLMC FHLMC FNMA FNMA FNMA FNMA USTN USTN FHLB Par Value 10,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 20,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 15,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 25,000,000.00 5,000,000.00 20,000,000.00 10,000,000.00 5,000,000.00 15,000,000.00 10,000,000.00 20,000,000.00 10,000,000.00 10,000,000.00 5,000,000.00 10,000,000.00 8,000,000.00 10,000,000.00 10,000,000.00 10,000,000.00 14,000,000.00 15,000,000.00 20,000,000.00 10,000,000.00 20,000,000.00 Maturity Date 7/15/2011 8/25/2011 4/24/2012 9/28/2012 4/7/2014 1/6/2012 10/5/2011 9/16/2011 12/20/2011 12/9/2011 5/22/2013 8/28/2013 3/27/2013 5/22/2013 9/26/2013 1/30/2014 7/30/2013 6/14/2013 5/23/2014 5/23/2013 6/28/2013 6/27/2014 12/30/2013 6/22/2012 6/21/2012 3/26/2013 7/13/2012 7/13/2012 8/28/2012 4/11/2013 3/14/2012 4/29/2013 11/26/2012 10/7/2013 12/28/2012 5/24/2013 12/9/2013 5/23/2014 11/26/2013 2/25/2013 9/16/2013 10/8/2013 10/15/2012 11/23/2011 11/1/2012 11/29/2013 10/22/2013 1/28/2013 2/25/2014 3/1/2012 7/7/2014 2/10/2014 8/15/2016 10/5/2011 11/17/2015 1/13/2015 12/16/2014 11/15/2016 11/16/2015 2/25/2014 11/30/2011 11/15/2016 10/25/2013

CITY OF AUSTIN INVESTMENT POLICY

Approved by the Austin City Council March 24, 2011 Recommended by the Audit and Finance Committee of the Austin City Council January 25, 2011 Approved by the City of Austin Investment Committee November 17, 2010

CONTENTS
Preface ................................................................................................................................ i I. PURPOSE A. B. C. II. Authorization ............................................................................................................. 1 Scope.......................................................................................................................... 1 Review and Amendment........................................................................................... 1

INVESTMENT OBJECTIVES A. B. C. D. Safety of Principal ..................................................................................................... 2 Maintenance of Adequate Liquidity......................................................................... 2 Return on Investments ............................................................................................. 2 Prudence and Ethical Standards ............................................................................. 2

III.

INVESTMENT STRATEGY STATEMENT A. B. C. D. Operating Funds and Commingled Pools Containing Operating Funds............. 3 Debt Service Funds................................................................................................... 3 Debt Service Reserve Fund...................................................................................... 3 Special Projects or Special Purpose Funds ........................................................... 3

IV.

INVESTMENT POLICIES A. B. Eligible Investments.................................................................................................. 4 Ensuring Safety of Principal .................................................................................... 6 1. Protection of Principal.......................................................................................... 6 a. Approved Brokers/Dealers/Financial Institutions ......................................... 6 b. Master Repurchase Agreement................................................................... 7 c. Collateralization ........................................................................................... 7 (1) Allowable Collateral ........................................................................... 7 (a) Certificates of Deposit/Share Certificates ............................... 7 (b) Repurchase Agreements ........................................................ 7 Collateral Levels ................................................................................ 7 (a) Certificates of Deposit/Share Certificates ............................... 7 (b) Repurchase Agreements ........................................................ 8 Monitoring Collateral Adequacy......................................................... 8 (a) (b) Certificates of Deposit/Share Certificates ............................... 8 Repurchase Agreements ........................................................ 8

(2)

(3)

i

(4)

Margin Calls ...................................................................................... 8 (a) Certificates of Deposit/Share Certificates ............................... 8 (b) Repurchase Agreements ........................................................ 8 Collateral Substitution........................................................................ 9 Collateral Reduction .......................................................................... 9

(5) (6) d.

Portfolio Diversification ................................................................................ 9 (1) Bond Proceeds................................................................................ 10 (2) Decommissioning Trust Funds........................................................ 10 Limiting Maturity......................................................................................... 10 (1) General City Funds.......................................................................... 10 (2) Bond Proceeds, Bond Reserves, Debt Service Funds.................... 10 (3) Decommissioning Trust Funds........................................................ 10

e.

2.

Safekeeping....................................................................................................... 10 a. Safekeeping Agreements .......................................................................... 10 b. Safekeeping of Certificate of Deposit/Share Certificate Collateral ............ 11 c. Safekeeping of Repurchase Agreement Collateral ................................... 11 d. Safekeeping of Decommissioning Trust Funds......................................... 11

C. D.

Ensuring Liquidity................................................................................................... 11 Achieving Investment Return Objectives ............................................................. 11 1. Securities Swaps ............................................................................................... 11 2. Competitive Bidding........................................................................................... 11 3. Reverse Repurchase Agreements .................................................................... 12 a. Basic Strategy............................................................................................ 12 b. Securities Eligible for the Reverse Repurchase Program ......................... 12 c. Establishing Initial Prices of Reverse Transactions ................................... 12 d. Monitoring Market Values .......................................................................... 12 e. Margin Calls ............................................................................................... 13 f. Investments Allowed With Reverse Repurchase Agreements Proceeds.. 13 g. Matching Maturities.................................................................................... 13 Responsibility and Controls................................................................................... 14 1. Authority to Invest .............................................................................................. 14 2. Establishment of Internal Controls..................................................................... 14 3. Prudent Investment Management ..................................................................... 14 4. Standards of Ethics ........................................................................................... 14 5. Training and Education...................................................................................... 14 6. Investment Committee ...................................................................................... 14 Reporting ................................................................................................................. 15 1. General City Funds and Decommissioning Trust Funds................................... 15

E.

F.

G. H.

Compliance Audit .................................................................................................... 15 Certification ............................................................................................................. 15

i

PREFACE

It is the policy of the City of Austin that all available funds shall be invested in conformance with these legal and administrative guidelines.

Effective cash management is recognized as essential to good fiscal management. An aggressive cash management and investment policy will be pursued to take advantage of investment interest as a viable and material revenue to all operating and capital funds. The City's portfolio shall be designed and managed in a manner responsive to the public trust and consistent with local, state and federal law.

Investments shall be made with the primary objectives of: • • • • • Preservation of capital and protection of principal Maintenance of sufficient liquidity to meet operating needs Security of City funds and investments Diversification of investments to avoid unreasonable or avoidable risks Maximization of return on the portfolio

Earnings from investments will be used in a manner that will best serve the interests of the City of Austin.

i

SECTION I PURPOSE

I.

Purpose

A. Authorization This Policy is to be authorized by the City Council in accordance with Section 2256.005 of the Public Funds Investment Act (Chapter 2256, Texas Government Code) which requires the adoption of a formal written Investment Policy. B. Scope This Policy shall govern the investment of all funds of the City government as entrusted to the Director of Financial Services, as custodian, according to Article VII, Section 2, of the City Charter. In addition to this Policy, bond funds (including debt service and reserve funds) shall be managed by their governing ordinance and Federal Law, including the Tax Reform Act of 1986 and subsequent legislation. Decommissioning trust funds shall be managed in accordance with this Policy and regulations issued by the Nuclear Regulatory Commission (See Appendix A for specific legislation). C. Review and Amendment This Policy shall be adopted annually by the Austin City Council, even if there are no changes..

1

SECTION II INVESTMENT OBJECTIVES

II.

INVESTMENT OBJECTIVES A. Safety of Principal The City of Austin has as its foremost objective to ensure the safety of principal, considering the portfolio as a whole. The manner in which the City of Austin ensures safety of principal is presented in Section IV.B, "Ensuring Safety of Principal." B. Maintenance of Adequate Liquidity The City's investment portfolio must be structured in a manner which will provide the liquidity necessary to pay obligations as they become due. Maintenance of adequate liquidity is described in Section IV.C, "Ensuring Liquidity." C. Return on Investments Consistent with State law, the City shall seek to optimize return on investments within the constraints of safety and liquidity. Investments (excluding assets managed under separate investment programs) shall be made in permitted obligations at yields equal to or greater than the bond equivalent yield on United States Treasury obligations of comparable maturity. Other appropriate performance measures will be established by the Investment Committee. Specific policies regarding investment rate of return are presented in Section IV.D, "Achieving Investment Return Objectives." For bond issues to which Federal yield or arbitrage restrictions apply, the primary objectives shall be to obtain satisfactory market yields and to minimize the costs associated with investment of such funds. For decommissioning trust funds, the primary objective shall be to maximize total return while abiding by the requirements of the Nuclear Regulatory Commission pertaining to nuclear decommissioning trust funds. Appropriate performance measures will be established by the Investment Committee. D. Prudence and Ethical Standards The standard of prudence used by the City of Austin shall be the "prudent person rule" and shall be applied in the context of managing the overall portfolio within the applicable legal constraints. The prudent person rule is restated below: "Investments shall be made with judgment and care, under circumstances then prevailing, which persons of prudence, discretion and intelligence would exercise in the management of their own affairs, not for speculation, but for investment, considering the probable safety of their capital as well as the probable income to be derived." In determining whether the investment officer has exercised prudence with respect to an investment decision, the determination shall be made taking into consideration the investment of all funds over which the officer had responsibility rather than a consideration as to the prudence of a single investment, and whether the investment decision was consistent with the written investment policy of the City. Specific policies describing the City's prudence and ethical standards are found in section IV.E., "Responsibility and Controls."

2

SECTION III INVESTMENT STRATEGY STATEMENT

III.

INVESTMENT STRATEGY STATEMENT The City of Austin maintains portfolios which utilize four specific investment strategy considerations, designed to address the unique characteristics of the fund groups represented in the investment portfolios. A. Operating Funds and Commingled Pools Containing Operating Funds Investment strategies for operating funds and commingled pools containing operating funds have as their primary objective to assure that anticipated cash flows are matched with adequate investment liquidity. The secondary objective is to create a portfolio structure which will experience minimal volatility during economic cycles. This may be accomplished by purchasing quality, short- to medium-term securities which will complement each other in a laddered or barbell maturity structure. The dollar weighted average maturity of 365 days or less will be calculated using the stated final maturity dates of each security. Securities may not be purchased that have a final stated maturity date which exceeds three years. B. Debt Service Funds Investment strategies for debt service funds shall have as the primary objective the assurance of investment liquidity adequate to cover the debt service obligation on the required payment date. Securities purchased shall not have a stated final maturity date which exceeds the debt service payment date. C. Debt Service Reserve Funds Investment strategies for debt service reserve funds shall have as the primary objective the ability to generate a dependable revenue stream to the appropriate debt service fund from securities with a low degree of volatility. Except as may be required by the bond ordinance specific to an individual issue, securities should be of high quality, with short- to intermediateterm maturities. Volatility shall be further controlled through the purchase of securities carrying the highest coupon available, within the desired maturity and quality range, without paying a premium, if at all possible. Such securities will tend to hold their value during economic cycles. D. Special Projects or Special Purpose Funds Investment strategies for special projects or special purpose fund portfolios will have as their primary objective to assure that anticipated cash flows are matched with adequate investment liquidity. Special project portfolios should include at least 10% in highly liquid securities to allow for flexibility and unanticipated project outlays. The stated final maturity dates of securities held should not exceed the estimated project completion date.

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SECTION IV INVESTMENT POLICIES

IV.

INVESTMENTS A. Eligible Investments Investments described below are those authorized by the Public Funds Investment Act (Chapter 2256, Texas Government Code), as amended, which is included and made a part of this Policy as Appendix A. The purchase of specific issues may at times be restricted or prohibited because of current market conditions. City funds governed by this Policy may be invested in: 1. Obligations of the United States or its agencies and instrumentalities. 2. Direct obligations of the State of Texas. 3. Other obligations, the principal and interest on which are unconditionally guaranteed or insured by the State of Texas or the United States or its agencies and instrumentalities. 4. Obligations of states, agencies, counties, cities, and other political subdivisions of any state having been rated as to investment quality by a nationally recognized investment rating firm and having received a rating of not less than A or its equivalent. 5. Bankers' acceptance, so long as each such acceptance has a stated maturity of 270 days or less from the date of its issuance, will be liquidated in full at maturity, is eligible collateral for borrowing from a Federal Reserve Bank and is accepted by a domestic bank whose short-term obligations are rated at least A-1, P-1, or the equivalent by a nationally recognized credit rating agency or which is the largest subsidiary of a bank holding company whose short-term obligations are so rated. 6. Commercial paper with a stated maturity of 270 days or less from the date of its issuance that either: a. b. Is rated not less than A-1, P-1, or the equivalent by at least two nationally recognized credit rating agencies; or, Is rated at least A-1, P-1, or the equivalent by at least one nationally recognized credit rating agency and is fully secured by an irrevocable letter of credit issued by a bank organized and existing under the laws of the United States or any state thereof.

7. Fully collateralized repurchase agreements having a defined termination date, placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in Texas, and secured by obligations described by 1 above (the principal and interest on which are guaranteed by the United States or any of its agencies), pledged with a third party selected or approved by the City, and having a market value (including accrued interest) of no less than the principal amount of the funds disbursed. The term includes direct security repurchase agreements and reverse security repurchase agreements. The term of any reverse repurchase agreement may not exceed 90 days after the reverse security repurchase agreement is delivered. Money received by the City under the terms of a reverse security repurchase agreement may be used to acquire additional authorized investments, but the term of the authorized investment acquired must mature not later than the expiration date stated in the reverse security repurchase agreement. 8. Certificates of deposit issued by state and national banks domiciled in Texas that are: a. b. guaranteed or insured by the Federal Deposit Insurance Corporation, or its successor; or, secured by obligations that are described by 1-4 above, which are intended to include all direct federal agency or instrumentality issues that have a market value of not less than the principal amount of the certificates or in any other manner and amount provided by law for deposits of the City. 4

9. Certificates of deposit issued by savings banks with a branch in Texas that are: a. b. guaranteed or insured by the Federal Savings and Loan Insurance Corporation or its successor; or, secured by obligations that are described by 1-4 above, which are intended to include all direct federal agency or instrumentality issued mortgage backed securities that have a market value of not less than the principal amount of the certificates, or in any other manner and amount provided by law for deposits of the City.

10. Share Certificates issued by a state or federal credit union with a branch in Texas that are: a. b. guaranteed or insured by the National Credit Union Share Insurance Fund or its successor; or, secured by obligations that are described by 1-4 above, which are intended to include all direct federal agency or instrumentality issued mortgage backed securities that have a market value of not less than the principal amount of the certificates, or in any other manner and amount provided by law for deposits of the City.

11. SEC-regulated, no-load money market mutual funds with a dollar-weighted average stated portfolio maturity of 90 days or less and whose investment objectives include seeking to maintain a stable net asset value of $1 per share. Excluding bond proceeds, no more than 80% of the City's monthly average fund balance may be invested in money market mutual funds. And excluding bond proceeds, the City may not invest funds under its control in an amount that exceeds 10% of the total assets of any individual money market mutual fund. 12. Local government investment pools organized in accordance with the Interlocal Cooperation Act (Chapter 791, Texas Government Act) as amended, whose assets consist exclusively of the obligations that are described by Section IV.A., 1-9 above. A public funds investment pool must be continuously rated no lower than AAA , AAA-m or at an equivalent rating by at least one nationally recognized rating service. Investments in collateralized mortgage obligations are strictly prohibited. These securities are also disallowed for collateral positions.

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B. Ensuring Safety Of Principal Ensuring safety is accomplished through protection of principal and safekeeping. 1. Protection of Principal The City shall seek to control the risk of loss due to the failure of a security issuer or grantor. Such risk shall be controlled by investing only in the safest types of securities as defined in the Policy, by qualifying the broker, dealer, and financial institution with whom the City will transact, by collateralization as required by law, by portfolio diversification, and by limiting maturity. The City will seek to control the risk of loss due to failure of issuers of banker's acceptances and commercial paper by monitoring the ratings of portfolio positions to assure compliance with the rating requirements imposed by the Public Funds Investment Act, as described in Section IV.A. 5-6. of the Investment Policy. Should an issuer experience a single step downgrade of its credit rating by a nationally recognized credit rating agency within 90 days of the position's maturity, the Treasurer may approve holding the paper to maturity. If the subject paper matures beyond the 90-day period or if the credit rating downgrade exceeds a single step, it will be the City's policy to convene an emergency meeting of the Investment Committee to determine whether liquidation of the position is warranted. This meeting should take place within 24 hours of notification of the credit downgrade. The purchase of individual securities shall be executed "delivery versus payment" (DVP) through the Federal Reserve System. By so doing, City funds are not released until the City has received, through the Federal Reserve wire, the securities purchased. Market prices of securities will be determined at a minimum at month end through use of a third party pricing service. a. Approved Brokers/Dealers/Financial Institutions Investments shall only be made with those firms and institutions who have: (1) Acknowledged receipt and understanding of the City's Investment Policy. The qualified representative of the business assigned to the City’s account shall execute a written certification to acknowledge receipt of the City's Investment Policy and to acknowledge that the organization has implemented reasonable procedures and controls to preclude imprudent investment activities arising out of the investment transactions conducted between the entity and the City; and, Met the qualifications and standards established by the City's Investment Committee (see IV.E.6) and set forth in the Investment Procedures Manual.

(2)

Securities, certificates of deposit and share certificates shall only be purchased from those institutions included on the City's list of brokers/dealers, banks, savings banks and credit unions as approved by the Investment Committee. This list of approved investment providers must be reviewed at least annually by the City’s Investment Committee.

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b.

Master Repurchase Agreement It is the policy of the City to require each issuer of repurchase agreements or reverse repurchase agreements to sign a copy of the City's Master Repurchase Agreement. An executed copy of this agreement must be on file before the City will enter into any repurchase agreement or reverse repurchase agreement with an issuer. (See Appendix B "Master Repurchase Agreement.")

c.

Collateralization Consistent with the requirements of State law, the City requires all banks, savings banks and credit union deposits to be federally insured or collateralized with eligible securities. Financial institutions serving as City Depositories will be required to sign an Agreement with the City and its safekeeping agent for the collateral, perfecting the City's rights to the collateral in case of default, bankruptcy or closure. The City shall not accept, as depository collateral, any security that is not specifically allowed to be held as a direct investment by the City’s portfolio (see IV.A.). Repurchase agreements must also be collateralized in accordance with State law. (1) Allowable Collateral (a) Certificates of Deposit/Share Certificates Eligible securities for collateralization of deposits are defined by the "Public Funds Collateral Act" (Chapter 2257, Texas Government Code) which is included and made a part of the Policy as Appendix A. The eligibility of specific issues may at times be restricted or prohibited because of current market conditions. (b) Repurchase Agreements Collateral underlying repurchase agreements is limited to U.S. government and agency obligations, which are eligible for wire transfer (i.e., book entry) to the City's designated safekeeping agent through the Federal Reserve System. (2) Collateral Levels Collateral is valued at current market plus interest accrued through the date of valuation. (a) Certificates of Deposit/Share Certificates The market value of collateral pledged for certificates of deposit/share certificates must at all times be equal to or greater than the par value of the certificate of deposit plus accrued interest, less the amount insured by the FDIC, FSLIC or the National Credit Union Share Insurance Fund or their successors.

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(b)

Repurchase Agreements The market value of collateral required to be pledged for repurchase agreements shall be a percentage of the par value of the agreement plus accrued interest and shall be maintained at the following levels: Collateral Maturity 1 year or less 1 year to 5 years Over 5 years U.S. Treasury Securities 101% 102% 103% U.S. Government Agency 101% 102% 104%

Any collateral with a maturity of over 5 years must by approved by the Treasurer or Assistant Treasurer in writing before the transaction is initiated. (3) Monitoring Collateral Adequacy (a) Certificates of Deposit/Share Certificates The City requires monthly reports with market values of pledged securities from all financial institutions with which the City has certificates of deposit/share certificates. The Treasury Office will at least weekly monitor adequacy of collateralization. (b) Repurchase Agreements Weekly monitoring by the Treasury Office of all collateral underlying repurchase agreements is required. More frequent monitoring may be necessary during periods of market volatility. (4) Margin Calls (a) Certificates of Deposit/Share Certificates If the collateral pledged for a certificate of deposit or share certificate falls below the par value of the deposit, plus accrued interest less FDIC, FSLIC or National Credit Union Share insurance, the institution will be notified by the Treasury Office and will be required to pledge additional securities no later than the end of the next succeeding business day. (b) Repurchase Agreements If the value of the collateral underlying a repurchase agreement falls below the margin maintenance levels specified above, the City will make a margin call unless the repurchase agreement is scheduled to mature within five business days and the amount is deemed to be immaterial.

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(5)

Collateral Substitution Collateralized investments, certificates of deposit and share certificates often require substitution of collateral. Any broker or financial institution requesting substitution must contact the Treasurer's Office for approval and settlement. The substituted collateral's value will be calculated and substitution approved if its value is equal to or greater than the required value (See IV.B.1.c. (2)(b)). The Treasurer, or his/her designee, must give immediate notification of the decision to the bank or the safekeeping agent holding the collateral. Substitution is allowable for all transactions, but should be limited, if possible, to minimize potential administrative problems and transfer expense. The Treasurer may limit substitution and assess appropriate fees if substitution becomes excessive or abusive.

(6)

Collateral Reductions Should the collateral's market value exceed the required amount, any broker or financial institution may request approval from the Treasurer to reduce collateral. Collateral reductions may be permitted only if the City's records indicate that the collateral's market value exceeds the required amount.

d.

Portfolio Diversification Risk of principal loss in the portfolio as a whole shall be minimized by diversifying investment types according to the following limitations. As discussed below, these limitations do not apply to bond proceeds or nuclear decommissioning trust funds. Investment Type: • • • • • • • • • Repurchase Agreements Certificates of Deposit Share Certificates U.S. Treasury Notes/Bonds/Bills U.S. Agencies Money Market Mutual Funds Local Government Investment Pools Commercial Paper Banker Acceptances % of Portfolio 50% 50% 5% 100% 75% 80% 80% 15% 15%

It is the policy of the City to diversify its investment portfolio so that reliance on any one issuer or broker will not place an undue financial burden on the City. Generally, the City should limit its repurchase agreement exposure with a single firm to no more than 15% of the value of the City's overall portfolio and its Commercial Paper exposure with a single issuer to no more than 5% of the value of the City's overall portfolio. To allow efficient and effective placement of proceeds from any bond sales, these limits may be exceeded for a maximum of five business days following the receipt of bond proceeds.

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(1)

Bond Proceeds Proceeds of a single bond issue may be invested in a single security or investment if the Investment Committee determines that such an investment is necessary to comply with Federal arbitrage restrictions or to facilitate arbitrage record keeping and calculation.

(2)

Decommissioning Trust Fund Diversification is at the discretion of the Investment Committee while abiding by the requirements of the Nuclear Regulatory Commission pertaining to nuclear decommissioning trust funds.

e.

Limiting Maturity In order to minimize risk of loss due to interest rate fluctuations, investment maturities will not exceed the anticipated cash flow requirements of the funds. Maturity guidelines by funds are as follows: (1) General City Funds The dollar weighted average days to final stated maturity shall be 365 days or less. The Investment Committee will monitor the maturity level and make changes as appropriate. (2) Bond Proceeds, Bond Reserves, Debt Service Funds The investment maturity of bond proceeds (including reserves and debt service funds) shall be determined considering: (a) The anticipated cash flow requirements of the funds, and;

(b) the "temporary period" as defined by Federal tax law during which time bond proceeds may be invested at an unrestricted yield. After the expiration of the temporary period, bond proceeds subject to yield restriction shall be invested considering the anticipated cash flow requirements of the funds. (3) Decommissioning Trust Fund The dollar weighted average maturity shall not exceed seven (7) years, although the portfolio's weighted average maturity may be substantially shorter if market conditions so dictate. 2. Safekeeping a. Safekeeping Agreement The City shall contract with a bank or banks for the safekeeping of securities either owned by the City as a part of its investment portfolio or held as collateral to secure certificates of deposits or repurchase agreements.

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b.

Safekeeping of Certificate of Deposit/Share Certificate Collateral All collateral securing bank, savings banks and credit union deposits must be held by an independent third party banking institution approved by the City, or collateral may be held at the Federal Reserve Bank.

c.

Safekeeping of Repurchase Agreement Collateral The securities which serve as collateral for repurchase agreements with dealers must be delivered to an independent third-party custodian with which the City has established a third-party safekeeping agreement.

d.

Safekeeping of Decommissioning Trust Fund Safekeeping custody shall be governed by the terms of the Decommissioning Trust Fund Agreement between the City and the Trustee Bank.

C. Ensuring Liquidity Liquidity shall be achieved by investing in securities with active secondary markets and by investing in eligible money market mutual funds (MMMF's) and local government investment pools (LGIP's). A security may be liquidated to meet unanticipated cash requirements, to re-deploy cash into other investments expected to outperform current holdings, or to otherwise adjust the portfolio. D. Achieving Investment Return Objectives Investment selection for all funds shall be based on legality, appropriateness, liquidity, and risk/return considerations. The General City Funds portfolio shall be actively managed to enhance overall interest income. Active management will take place within the context of the "Prudent Person Rule." (see Section II.D.). 1. Securities Swaps The City will take advantage of security swap opportunities to improve portfolio yield. A swap which improves portfolio yield may be selected even if the transaction results in an accounting loss. 2. Competitive Bidding It is the policy of the City to require competitive bidding for all individual security purchases except for those transactions with money market mutual funds (MMMF's) and local government investment pools (LGIP'S) which are deemed to be made at prevailing market rates, and for government securities purchased at issue through a primary dealer at auction price. Rather than relying solely on yield, investment in MMMF's and LGIP's shall be based on criteria determined by the Investment Committee, including adherence to Securities and Exchange Commission (SEC) guidelines for MMMF's when appropriate.

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At least three bidders must be contacted in all transactions involving individual securities. Competitive bidding for security swaps is also required. Bids may be solicited in any manner provided by law. For those situations where it may be impractical or unreasonable to receive three bids for a transaction due to a rapidly changing market environment or to secondary market availabilty, documentation of a competitive market survey of comparable securities or an explanation of the specific circumstance must be included with the daily bid sheet. All bids received must be documented and filed for auditing purposes. 3. Reverse Repurchase Agreements The City may enter into a reverse repurchase program to enhance investment return. The City may administer a reverse repurchase program directly or, if conditions warrant, use an outside agent. Should an agent be used, one will be selected by the Investment Committee using appropriate criteria. If a reverse repurchase program is administered directly, then securities will only be sold and repurchased through approved primary broker/dealers who have executed a PSA Master Repurchase Agreement along with the approved annex designated as “When the City Acts as a Seller”. a. Basic Strategy The basic investment strategy of a Reverse Security Repurchase Program is to enter into a contract to sell securities to eligible broker/dealers or financial institutions with a simultaneous agreement to repurchase the securities in the future at the same price plus a negotiated rate of interest for the cash loan. The cash received from the sale is reinvested in eligible securities of like amounts and like maturities at a higher rate of interest. At the end of the period, the spread, or difference in interest rates, is retained by the City. b. Securities Eligible for the Reverse Repurchase Program All obligations of the United States or its agencies and instrumentalities held in portfolios directly managed by the Treasury Office shall be eligible for participation in this program. Generally, the City should limit its reverse repurchase agreement exposure with a single firm to no more than 15 percent of the value of the City’s overall portfolio. c. Establishing Initial Prices of Reverse Transactions Underlying securities “sold” in reverse security repurchase agreements will be priced at market value plus accrued interest per Bloomberg Financial News. In addition, a negotiated rate of interest for the cash loan will be agreed upon with the broker/dealer before the trade is executed. d. Monitoring Market Values The Treasury Office shall monitor daily the market prices of all underlying securities “sold” in reverse security repurchase agreements by use of a third party pricing service.

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e.

Margin Calls If the value of the underlying security “sold” in a reverse security repurchase agreement rises more than one percent or $100,000, whichever is less, the City will make a margin call to increase its cash collateral related to the agreement, unless the reverse repurchase agreement expires within five business days, or unless the increase in net value of all agreements with the particular primary dealer is less than one percent of the total of all agreements or $100,000, whichever is less. Likewise, if the value of the underlying security falls more than one percent or $100,000, whichever is less, then the particular primary dealer will be allowed to make a margin call, unless the reverse repurchase agreement expires within five business days, or unless the decrease in net value of all agreements with the particular primary dealer is less than one percent of the total of all agreements or $100,000, whichever is less. Margin calls will be settled by wire transfer by the end of the business day on the day of repricing.

f.

Investments Allowed with Proceeds of Reverse Repurchase Agreements As authorized in Section IV.A.7 of this Policy, money received from transactions involving reverse security repurchase agreements may be invested in any investments authorized by the Public Funds Investment Act (Chapter 2256,Texas Government Code), as amended. However, the principle investment shall be commercial paper with a stated maturity of 90 days or less from the date of its issuance that is rated not less than A-1, P-1, or the equivalent by at least two nationally recognized credit agencies with an exposure limit with a single issuer of no more than 5 percent of the value of the City’s overall portfolio or 5 percent of a single issuer’s commercial paper program, whichever is less. Since Reverse Repurchase Agreements include an agreement to repurchase the securities at a predetermined price, the investment inventory reflects the continuous holding of the reversed securities. The reverse repurchase transactions involve the receipt of cash and simultaneous investment into short-term investments while maintaining a matched book. A separate report detailing the status of the Reverse Repurchase Agreement program is provided to the Investment Committee quarterly.

g.

Matching Maturities The maturities of investments purchased with the proceeds of reverse repurchase agreements shall be matched to the maturities of the respective reverse agreement transactions that generated the proceeds. This is typically known as a “MatchedBook” program. The term of any reverse repurchase agreement shall not exceed the 90-day limitation.

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E. Responsibility and Controls 1. Authority to Invest The authority to invest City funds and the execution of any documentation necessary to evidence the investment of City funds is granted to the City Manager and Director of Financial Services under Section 2-8-2 of the Austin City Code. The Director of Financial Services will designate in writing those Treasury Office personnel ("Investment Officers") authorized to invest on behalf of the City. 2. Establishment of Internal Controls The Director of Financial Services will establish a system of internal controls over the investment activities of the City and document such control in the Investment Procedures Manual. 3. Prudent Investment Management The designated Investment Officers shall perform their duties in accordance with the adopted Investment Policy and Procedures set forth in the Investment Procedures Manual. Investment Officers acting in good faith and in accordance with these policies and procedures shall be relieved of personal liability. 4. Standard of Ethics The designated Investment Officers shall adhere to the City's Ethics Ordinance. Additionally, these officers shall not have a personal business relationship with a business organization offering to engage in an investment with the City of Austin; or a relation, within the second degree by affinity or consanguinity, who is seeking to sell an investment to the City of Austin. If either of the preceding situations exists, the Investment Officer must file a disclosure statement with the Texas Ethics Commission and the City of Austin City Clerk. 5. Training and Education In accordance with the Public Funds Investment Act (Chapter 2256, Texas Government Code), the Director of Financial Services, the Treasurer and those personnel authorized to execute investment transactions, shall attend at least one investment training session annually. State law requires that training relating to investment responsibilities must be provided by an independent source as approved by the Investment Committee. Personnel authorized to execute investment transactions must receive at least 10 hours of investment training within each two-year period. Recognizing that the training and education of the Investment Officers contributes to efficient and effective investment management, the City will encourage its Investment Officers to obtain appropriate professional certifications and provide training toward such certifications from available funds. 6. Investment Committee An Investment Committee shall be established to determine investment guidelines, general strategies, and monitor performance. Members of the Investment Committee will include the Director of Financial Services (as chair), the City Treasurer (as Vice Chair), Assistant Treasurer – Investment Management, Assistant Treasurer – Debt Management, the Controller, a public sector investment expert, a Financial Advisor's representative, a representative from Austin Energy, a representative from the Water/Wastewater Utility, and a representative from the Law Department. The committee shall meet quarterly to review performance, strategy, and procedures.

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F. Reporting Investment performance is continually monitored and evaluated by the Treasury Office. The Treasury Office will provide detailed reports, as required by the Public Funds Investment Act (Chapter 2256, Texas Government Code), Section 2256.023, for the Director of Financial Services and the Investment Committee, and City Council on a quarterly basis. 1. General City Funds and the Nuclear Decommissioning Trust Funds The report will outline conformance to the restrictions of the Investment Policy in the area of diversification and term of maturity. The report will also compare the performance of the City's portfolio to appropriate benchmarks as determined by the Investment Committee. The report will include an economic summary discussing interest rate trends and investment strategy and any other information deemed appropriate by the Director of Financial Services or the Investment Committee. G. Compliance Audit In conjunction with its annual financial audit, the City shall perform a compliance audit of management controls on investments and adherence to the City's established investment policies. The results of the audit shall be reported to the Investment Committee and the City Council. H. Certification A copy of this investment policy will be provided to the senior management of any bank, dealer, or broker wishing to transact investment business with the City in order that it is apprised of the investment goals of the City. Before business is transacted with the firm, a certification (Appendix C) must be signed by a qualified representative of a firm assigned to the City of Austin account.

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CITY OF AUSTIN PURCHASING OFFICE REFERENCE SHEET
Please Complete and Return This Form with the Offer

SOLICITATION NUMBER: OFFEROR’S NAME:

JSD0111 DATE:

The Offeror shall furnish, with the Offer, the following information, for at least i5 recent customers to whom products and/or services have been provided that are similar to those required by this Solicitation.

1.

Company’s Name Name and Title of Contact Present Address City, State, Zip Code Telephone Number Email Address Company’s Name Name and Title of Contact Present Address City, State, Zip Code Telephone Number Email Address Company’s Name Name and Title of Contact Present Address City, State, Zip Code Telephone Number Email Address Company’s Name Name and Title of Contact Present Address City, State, Zip Code Telephone Number Email Address Company’s Name Name and Title of Contact Present Address City, State, Zip Code Telephone Number Email Address

(

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Fax Number (

)

2.

(

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Fax Number (

)

3.

(

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Fax Number (

)

4.

(

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Fax Number (

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5.

(

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Fax Number (

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Section 0700, Reference Sheet

1

Revised 1/9/09

City of Austin, Texas EQUAL EMPLOYMENT/FAIR HOUSING OFFICE NON-DISCRIMINATION CERTIFICATION SOLICITATION NO: JSD0111 City of Austin, Texas Human Rights Commission To: City of Austin, Texas, (“OWNER”) I hereby certify that our firm conforms to the Code of the City of Austin, Section 5-4-2 as reiterated below: Chapter 5-4. Discrimination in Employment by City Contractors. Sec. 4-2 Discriminatory Employment Practices Prohibited. As an Equal Employment Opportunity (EEO) employer, the Contractor will conduct its personnel activities in accordance with established federal, state and local EEO laws and regulations and agrees: (B) (1) (2) Not to engage in any discriminatory employment practice defined in this chapter. To take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without discrimination being practiced against them as defined in this chapter. Such affirmative action shall include, but not be limited to: all aspects of employment, including hiring, placement, upgrading, transfer, demotion, recruitment, recruitment advertising; selection for training and apprenticeship, rates of pay or other form of compensation, and layoff or termination. To post in conspicuous places, available to employees and applicants for employment, notices to be provided by OWNER setting forth the provisions of this chapter. To state in all solicitations or advertisements for employees placed by or on behalf of the Contractor, that all qualified applicants will receive consideration for employment without regard to race, creed, color, religion, national origin, sexual orientation, gender identity, disability, veteran status, sex or age. To obtain a written statement from any labor union or labor organization furnishing labor or service to Contractors in which said union or organization has agreed not to engage in any discriminatory employment practices as defined in this chapter and to take affirmative action to implement policies and provisions of this chapter. To cooperate fully with OWNER’s Human Rights Commission in connection with any investigation or conciliation effort of said Human Rights Commission to ensure that the purpose of the provisions against discriminatory employment practices are being carried out. To require compliance with provisions of this chapter by all subcontractors having fifteen or more employees who hold any subcontract providing for the expenditure of $2,000 or more in connection with any contract with OWNER subject to the terms of this chapter.

(3) (4)

(5)

(6)

(7)

For the purposes of this Offer and any resulting Contract, Contractor adopts the provisions of the City’s Minimum Standard Nondiscrimination Policy set forth below. City of Austin Minimum Standard Non-Discrimination in Employment Policy:

As an Equal Employment Opportunity (EEO) employer, the Contractor will conduct its personnel activities in accordance with established federal, state and local EEO laws and regulations. The Contractor will not discriminate against any applicant or employee based on race, creed, color, national origin, sex, age, religion, veteran status, gender identity, disability, or sexual orientation. This policy covers all aspects of employment, including hiring, placement, upgrading, transfer, demotion, recruitment, recruitment advertising, selection for training and apprenticeship, rates of pay or other forms of compensation, and layoff or termination. Further, employees who experience discrimination, sexual harassment, or another form of harassment should immediately report it to their supervisor. If this is not a suitable avenue for addressing their complaint, employees are advised to contact another member of management or their human resources representative. No employee shall be discriminated against, harassed, intimidated, nor suffer any reprisal as a result of reporting a violation of this policy. Furthermore, any employee, supervisor, or manager who becomes aware of any such discrimination or harassment should immediately report it to executive management or the human resources office to ensure that such conduct does not continue.
Section 0800, Non-Discrimination Certification 1 Revised 04/01/2011

Contractor agrees that to the extent of any inconsistency, omission, or conflict with its current non-discrimination employment policy, the Contractor has expressly adopted the provisions of the City’s Minimum Non-Discrimination Policy contained in Section 5-4-2 of the City Code and set forth above, as the Contractor’s Non-Discrimination Policy or as an amendment to such Policy and such provisions are intended to not only supplement the Contractor’s policy, but will also supersede the Contractor’s policy to the extent of any conflict. UPON CONTRACT AWARD, THE CONTRACTOR SHALL PROVIDE A COPY TO THE CITY OF THE CONTRACTOR’S NON-DISCRIMINATION POLICY ON COMPANY LETTERHEAD, WHICH CONFORMS IN FORM, SCOPE, AND CONTENT TO THE CITY’S MINIMUM NON-DISCRIMINATION POLICY, AS SET FORTH HEREIN, OR THIS NONDISCRIMINATION POLICY, WHICH HAS BEEN ADOPTED BY THE CONTRACTOR FOR ALL PURPOSES (THE FORM OF WHICH HAS BEEN APPROVED BY THE CITY’S EQUAL EMPLOYMENT/FAIR HOUSING OFFICE), WILL BE CONSIDERED THE CONTRACTOR’S NON-DISCRIMINATION POLICY WITHOUT THE REQUIREMENT OF A SEPARATE SUBMITTAL . Sanctions: Our firm understands that non-compliance with Chapter 5-4 may result in sanctions, including termination of the contract and suspension or debarment from participation in future City contracts until deemed compliant with the requirements of Chapter 5-4. Term: The Contractor agrees that this Section 0800 Non-Discrimination Certificate or the Contractor’s separate conforming policy, which the Contractor has executed and filed with the Owner, will remain in force and effect for one year from the date of filing. The Contractor further agrees that, in consideration of the receipt of continued Contract payments, the Contractor’s Non-Discrimination Policy will automatically renew from year-to-year for the term of the underlying Contract. Dated this _________________ day of ___________________, ____________

CONTRACTOR Authorized Signature Title

Section 0800, Non-Discrimination Certification

2

Revised 04/01/2011

City of Austin, Texas NON-SUSPENSION OR DEBARMENT CERTIFICATION
SOLICITATION NO. JSD0111

The City of Austin is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Austin Contracts. Covered transactions include procurement contracts for goods or services equal to or in excess of $25,000.00 and all non-procurement transactions. This certification is required for all Vendors on all City of Austin Contracts to be awarded and all contract extensions with values equal to or in excess of $25,000.00 or more and all non-procurement transactions. The Offeror hereby certifies that its firm and its principals are not currently suspended or debarred from bidding on any Federal, State, or City of Austin Contracts.

Contractor’s Name:

Signature of Officer or Authorized Representative: Printed Name: Title

Date:

Section 0805, Non-Suspension or Debarment Certification

1

Revised 02/29/08

CITY OF AUSTIN NON-COLLUSION, NON-CONFLICT OF INTEREST, AND ANTI-LOBBYING AFFIDAVIT SOLICITATION NO. JSD0111 FOR Application for Depository Services State of Texas County of Travis The undersigned “Affiant” is a duly authorized representative of the Offeror for the purpose of making this Affidavit, and, after being first duly sworn, has deposed and stated and hereby deposes and states, to the best of his or her personal knowledge and belief as follows: The term “Offeror”, as used herein, includes the individual or business entity submitting the Offer and for the purpose of this Affidavit includes the directors, officers, partners, managers, members, principals, owners, agents, representatives, employees, other parties in interest of the Offeror, and anyone or any entity acting for or on behalf of the Offeror, including a subcontractor in connection with this Offer. 1. Anti-Collusion Statement. The Offeror has not in any way directly or indirectly: a. colluded, conspired, or agreed with any other person, firm, corporation, Offeror or potential Offeror to the amount of this Offer or the terms or conditions of this Offer. b. paid or agreed to pay any other person, firm, corporation Offeror or potential Offeror any money or anything of value in return for assistance in procuring or attempting to procure a contract or in return for establishing the prices in the attached Offer or the Offer of any other Offeror. 2. Preparation of Solicitation and Contract Documents. The Offeror has not received any compensation or a promise of compensation for participating in the preparation or development of the underlying Solicitation or Contract documents. In addition, the Offeror has not otherwise participated in the preparation or development of the underlying Solicitation or Contract documents, except to the extent of any comments or questions and responses in the solicitation process, which are available to all Offerors, so as to have an unfair advantage over other Offerors, provided that the Offeror may have provided relevant product or process information to a consultant in the normal course of its business. 3. Participation in Decision Making Process. The Offeror has not participated in the evaluation of Offers or other decision making process for this Solicitation, and, if Offeror is awarded a Contract hereunder, no individual, agent, representative, consultant, subcontractor, or subconsultant associated with Offeror, who may have been involved in the evaluation or other decision making process for this Solicitation, will have any direct or indirect financial interest in the Contract, provided that the Offeror may have provided relevant product or process information to a consultant in the normal course of its business. 4, Present Knowledge. Offeror is not presently aware of any potential or actual conflicts of interest regarding this Solicitation, which either enabled Offeror to obtain an advantage over other Offerors or would prevent Offeror from advancing the best interests of the City in the course of the performance of the Contract. 5. City Code. As provided in Sections 2-7-61 through 2-7-65 of the City Code, no individual with a substantial interest in Offeror is a City official or employee or is related to any City official or employee within the first or second degree of consanguinity or affinity. 6. Chapter 176 Conflict of Interest Disclosure. In accordance with Chapter 176 of the Texas Local Government Code, the Offeror: a. does not have an employment or other business relationship with any local government officer of the City or a family member of that officer that results in the officer or family member receiving taxable income;

Section 0810, Non-Collusion, Non-Conflict of Interest, and Anti-Lobbying Affidavit

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Revised 02/29/08

CITY OF AUSTIN NON-COLLUSION, NON-CONFLICT OF INTEREST, AND ANTI-LOBBYING AFFIDAVIT b. has not given a local government officer of the City one or more gifts, other than gifts of food, lodging, transportation, or entertainment accepted as a guest, that have an aggregate value of more than $250 in the twelve month period preceding the date the officer becomes aware of the execution of the Contract or that OWNER is considering doing business with the Offeror. c. as required by Chapter 176 of the Texas Local Government Code, Offeror must file a Conflict of Interest Questionnaire with the Office of the City Clerk no later than 5:00 P.M. on the seventh (7th) business day after the commencement of contract discussions or negotiations with the City or the submission of an Offer, or other writing related to a potential Contract with the City. The questionnaire is available on line at the following website for the City Clerk: http://www.ci.austin.tx.us/cityclerk/coi.htm

There are statutory penalties for failure to comply with Chapter 176. If the Offeror cannot affirmatively swear and subscribe to the forgoing statements, the Offeror shall provide a detailed written explanation in the space provided below or, as necessary, on separate pages to be annexed hereto. 7. Anti-Lobbying Ordinance. As set forth in the Solicitation Instructions, Section 0200, paragraph 7N, between the date that the Solicitation was issued and the date of full execution of the Contract, Offeror has not made and will not make a representation to a member of the City Council, a member of a City Board, or any other official, employee or agent of the City, other than the Authorized Contact Person for the Solicitation, except as permitted by the Ordinance. OFFEROR’S EXPLANATION:

Contractor’s Name:

Printed Name:

Title Signature of Officer or Authorized Representative: _________________________________________

Subscribed and sworn to before me this ____ day of ________, 20____.

______________________________ Notary Public

My Commission Expires ______________

Section 0810, Non-Collusion, Non-Conflict of Interest, and Anti-Lobbying Affidavit

2

Revised 02/29/08

CITY OF AUSTIN, TEXAS LIVING WAGES AND BENEFITS CONTRACTOR CERTIFICATION (Please duplicate as needed)
SOLICITATION NO. JSD0111

Pursuant to the Living Wages and Benefits provision (reference Section 0400, Supplemental Purchase Provisions) the Contractor is required to pay to all employees directly assigned to this City contract a minimum Living Wage equal to or greater than $11.00 per hour. I hereby certify under penalty of perjury that all of the below listed employees of the Contractor who are directly assigned to this contract: (1) are compensated at wage rates equal to or greater than $11.00 per hour; and (2) are offered a health care plan with optional family coverage. Employee Name Employee Job Title

(3) all future employees assigned to this Contract will be paid a minimum Living Wage equal to or greater than $11.00 per hour and offered a health care plan with optional family coverage. (4) Our firm will not retaliate against any employee claiming non-compliance with the Living Wage provision. A Contractor who violates this Living Wage provision shall pay each employee affected the amount of the deficiency for each day the violation continues. Willful or repeated violations of the provision may result in termination of this Contract for Cause and subject the firm to possible suspension or debarment.
Contractor’s Name:

Signature of Officer or Authorized Representative: Printed Name: Title

Date:

Section 0815, Living Wages and Benefits Contractor Certification 1

Revised 10/1/08

City of Austin, Texas NONRESIDENT BIDDER PROVISIONS
SOLICITATION NO. JSD0111

A.

Bidder must answer the following questions in accordance with Vernon’s Texas Statutes and Codes Annotated Government Code 2252.002, as amended: Is the Bidder that is making and submitting this Bid a “Resident Bidder” or a “Non-resident Bidder”?

Answer:

(1)

Texas Resident Bidder – A Bidder whose principal place of business is in Texas and includes a Contractor whose ultimate parent company or majority owner has its principal place of business in Texas. Nonresident Bidder – A Bidder who is not a Texas Resident Bidder.

(2) B.

If the Bidder is a “Nonresident Bidder” does the state, in which the Nonresident Bidder’s principal place of business is located, have a law requiring a Nonresident Bidder of that state to bid a certain amount or percentage under the Bid of a Resident Bidder of that state in order for the nonresident Bidder of that state to be awarded a Contract on such bid in said state.

Answer:

Which State:

C.

If the answer to Question B is “yes”, then what amount or percentage must a Texas Resident Bidder bid under the bid price of a Resident Bidder of that state in order to be awarded a Contract on such bid in said state?

Answer:

Bidder’s Name:

Signature of Officer or Authorized Representative: Printed Name: Title

Date:

Section 0835, Nonresident Bidder Provisions

1

Revised 02/29/08

MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISE (MBE/WBE) PROCUREMENT PROGRAM NO GOALS FORM
SOLICITATION NUMBER: PROJECT NAME: JSD0111 Application for Depository Services

The City of Austin has determined that no goals are appropriate for this project. Even though no goals have been established for this solicitation, the Bidder/Proposer is required to comply with the City’s MBE/WBE Procurement Program, if areas of subcontracting are identified. If any service is needed to perform the Contract and the Bidder/Proposer does not perform the service with its own workforce or if supplies or materials are required and the Bidder/Proposer does not have the supplies or materials in its inventory, the Bidder/Proposer shall contact the Small and Minority Business Resources Department (SMBR) at (512) 974-7600 to obtain a list of MBE and WBE firms available to perform the service or provide the supplies or materials. The Bidder/Proposer must also make a Good Faith Effort to use available MBE and WBE firms. Good Faith Efforts include but are not limited to contacting the listed MBE and WBE firms to solicit their interest in performing on the Contract; using MBE and WBE firms that have shown an interest, meet qualifications, and are competitive in the market; and documenting the results of the contacts. Will subcontractors or sub-consultants or suppliers be used to perform portions of this Contract? No ______ Yes______ If no, please sign the No Goals Form and submit it with your Bid/Proposal in a sealed envelope. If yes, please contact SMBR to obtain further instructions and an availability list and perform Good Faith Efforts. Complete and submit the No Goals Form and the No Goals Utilization Plan with your Bid/Proposal in a sealed envelope.

After Contract award, if your firm subcontracts any portion of the Contract, it is a requirement to complete Good Faith Efforts and the No Goals Utilization Plan, listing any subcontractor, subconsultant, or supplier. Return the completed Plan to the Project Manager or the Contract Manager. I understand that even though no goals have been established, I must comply with the City’s MBE/WBE Procurement Program if subcontracting areas are identified. I agree that this No Goals Form and No Goals Utilization Plan shall become a part of my Contract with the City of Austin. Company Name Name and Title of Authorized Representative (Print or Type) Signature Date

JSD0111 - Section 0900 No Goals.doc

MINORITY- AND WOMEN-OWNED BUSINESS ENTERPRISE (MBE/WBE) PROCUREMENT PROGRAM NO GOALS UTILIZATION PLAN
(Please duplicate as needed)

SOLICITATION NUMBER: PROJECT NAME:

JSD0111 Application for Depository Services

PRIME CONTRACTOR/CONSULTANT COMPANY INFORMATION Name of Contractor/Consultant Address City, State Zip Phone Fax Number Name of Contact Person Is company City certified? Yes No MBE WBE MBE/WBE Joint Venture I certify that the information included in this No Goals Utilization Plan is true and complete to the best of my knowledge and belief. I further understand and agree that the information in this document shall become part of my Contract with the City of Austin. Name and Title of Authorized Representative (Print or Type) Signature Date Attach

Provide a list of all proposed subcontractors/subconsultants/suppliers that will be used in the performance of this Contract. Good Faith Efforts documentation if non MBE/WBE firms will be used.

Sub-Contractor/Consultant
City of Austin Certified Vendor ID Code Contact Person Amount of Subcontract List commodity codes & description of services MBE $ WBE Ethnic/Gender Code: NON-CERTIFIED Phone Number:

Sub-Contractor/Consultant
City of Austin Certified Vendor ID Code Contact Person Amount of Subcontract List commodity codes & description of services MBE $ WBE Ethnic/Gender Code: Phone Number: NON-CERTIFIED

FOR SMALL AND MINORITY BUSINESS RESOURCES DEPARTMENT USE ONLY:
Having reviewed this plan, I acknowledge that the proposer (HAS) or (HAS NOT) complied with City Code Chapter 2-9A/B/C/D, as amended. Reviewing Counselor _________________________Date _______ Director/Deputy Director___________________Date________

JSD0111 - Section 0900 No Goals.doc

CITY OF AUSTIN PURCHASING OFFICE “NO OFFER” REPLY FORM SOLICITATION NUMBER: JSD0111

Please Complete and Return This Form to the following address to Indicate a “No Offer” Reply City of Austin Purchasing Office P.O. Box 1088 Austin, Texas 78767-8845 (DO NOT RETURN ALONG WITH OFFER) Please check the appropriate box to indicate why your firm is submitting a “no offer” response. Failure to respond to three (3) consecutive solicitations may result in your company being removed from the source list for this commodity or service. Completion of this form will assist us in maintaining an accurate, up-todate source list. COMMODITY CODE: 94625 DESCRIPTION:Banking Services

Unable to supply item(s) specified. Remove my company from the source list for the Commodity / Service Group Unable to supply item(s) specified. Retain my company on the vendor list for this commodity / service. Cannot meet the Scope of Work / Specifications. Cannot provide required Insurance. Cannot provide required Bonding. Job too small. Job too large. Do not wish to do business with the City. Remove my company from the City’s Vendor list. Other reason (please state why you will not submit a bid):

Contractor’s Name: Street Address City, State, Zip Code Signature of Officer or Authorized Representative: Printed Name: Title

Date:

Section 1000 No Offer Reply Form

Page 1 of 1

Revised 02/29/08

BROKER/DEALER CERTIFICATION COMPLETE AND RETURN WITH RESPONSE
TEXAS PUBLIC FUNDS INVESTMENT ACT ACKNOWLEDGMENTS These Acknowledgments are executed on behalf of the City of Austin (“Investor”) and _______________________(“Business Organization”) pursuant to the Public Funds Investment Act, Chapter 2256, Government Code, Texas Codes Annotated (the “Act”), in connection with investment transactions conducted between the Investor and the Business Organization. Acknowledgment by Investor The undersigned investment officer of the Investor (“Investment Officer”) hereby acknowledges, represents and agrees on behalf of the Investor that: (i) The Investment Officer (a) has been duly designated by official action of the governing body of the Investor to act as its Investment Officer pursuant to the Act, (b) is vested with full power and authority under the Act and other applicable law to engage in investment activities on behalf of the Investor, and (c) is duly authorized to execute this Acknowledgment on behalf of the Investor, Pursuant to the Act, the governing body of the Investor has duly adopted a written investment policy which complies with the Act, including an investment strategy (as the same may be amended, the “Investment Policy”), and the Investment Officer (a) has furnished a true and correct copy of the Investment Policy to the Business Organization and (b) will notify the Business Organization of any revision of, or amendment to, the Investment Policy. The Business Organization shall be entitled to rely upon the most recent version of the Investment Policy furnished by the Investment Officer until provided with an amended version; The Investment Policy lists authorized investments and the Investment Officer understands that the authorized investments may be available from the Business Organization. The Investment Policy may be amended from time to time, and In connection with any investment transaction between the Business Organization and the Investor, the Business Organization is not responsible for assuring compliance with those aspects of the Investment Policy over which the Business Organization has no control or knowledge, such as restrictions as to diversity and average maturity, or which require an interpretation of subjective investment standards. INVESTMENT OFFICER

(ii)

(iii)

(iv)

Name: Art Alfaro Title: City Treasurer Date: Acknowledgment by Business Organization In reliance upon the foregoing “Acknowledgment by Investor," the undersigned qualified representative of the Business Organization (“Qualified Representative”) acknowledges, represents, and agrees on behalf of the Business Organization that: (I) The Qualified Representative (a) is registered under the rules of FINRA, (b) is the duly appointed and acting officer of the Business Organization, holding the office set forth underneath his/her name below, and (c) is duly authorized to execute this Certification on behalf of the Business Organization, The Qualified Representative has received and reviewed the Investment Policy furnished by the Investment Officer, The Business Organization will provide the Investment Officer with periodic account and other reasonably requested information that will assist the Investment Officer in carrying out his or her responsibility to make investment decisions consistent with the Investment Policy; and The Business Organization will use its best efforts to not sell to the Investor investments other than those in the Investment Policy, which may be amended from time to time. QUALIFIED REPRESENTATIVE

(ii) (iii)

(iv)

Name: Title: Date:

SECTION 0640

1

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