Request for Proposal for Depository Services RFP-NCT Proposal Deadline: Monday, 2:00 p.m. February 5, 2018

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1 North Central Texas Council of Governments Request for Proposal for Depository Services RFP-NCT Issued: January 12, 2018 Proposal Deadline: Monday, 2:00 p.m. February 5, 2018 NCTCOG Offices 616 Six Flags Drive (Centerpoint Two Building) Arlington, TX Contact: Monte Mercer, Deputy Executive Director (817)

2 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES TABLE OF CONTENTS SECTION I - INTRODUCTION... 1 SECTION II CALENDAR OF EVENTS... 2 SECTION III CRITERIA FOR EVALUATION... 2 SECTION IV NCTCOG ACCOUNT INFORMATION... 2 SECTION V BANKING SERVICES AND NCTCOG REQUIREMENTS... 3 SECTION VI COLLATERAL REQUIREMENTS... 4 SECTION VII OTHER STIPULATIONS... 5 SECTION VIII PROPOSAL INSTRUCTIONS/REQUIREMENTS... 7 SECTION IX SUBMISSION CHECKLIST... 8 SECTION X PROPOSAL FORM... 9 SECTION XI OTHER CONSIDERATIONS SECTION XII GENERAL TERMS AND CONDITIONS SECTION XIII ADDITIONAL REQUIREMENTS Certifications of Offeror Certification Regarding Debarement, Suspension and Other Responsibility Matters Certification Regarding Lobbying Drug-Free Workplace Certification Certification Regarding Disclosure of Conflict of Interest Certification of Fair Business Practices Certification of Good Standing Texas Corporate Franchise Tax Certification HUBs, Minority or Women-Owned or Disadvantaged Business Enterprises Certification Regarding Public Funds Investment Act House Bill 89 Certification...26 ATTACHMENT 1 ACCOUNT BALANCES ATTACHMENT 2 INVESTMENT POLICY... 45

3 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES I. INTRODUCTION The North Central Texas Council of Governments is requesting proposals from eligible financial institutions to be designated as depository for NCTCOG. This includes the basic services of receiving deposits, paying items, wiring funds, stop payments, and other business banking activities. This agreement will not cover any investment transaction activities, other than safekeeping, as NCTCOG plans to manage its own investment portfolio. The North Central Texas Council of Governments (NCTCOG) is a voluntary association of local governments established in 1966 to assist local governments in planning for common needs, cooperating for mutual benefit, and coordinating for sound regional development. NCTCOG's purpose is to strengthen both the individual and collective power of local governments and to help them recognize regional opportunities, eliminate unnecessary duplication, and make joint decisions. For more information about NCTCOG, visit the North Central Texas Council of Governments ( web site. NCTCOG serves a 16-county region of North Central Texas, which is centered, around the two urban centers of Dallas and Fort Worth. Currently, NCTCOG has 236 member governments including all 16 counties, 168 cities, 23 school districts, and 29 special districts. Each member government appoints a COG voting representative from its governing body. These voting representatives make up the General Assembly which annually elects the Executive Board. The Board is the policy approval body for all NCTCOG activities and is supported by technical, study, and policy development committees as well as professional staff headed by Mike Eastland, Executive Director. For more about Council of Governments in Texas, visit the Texas Association of Regional Councils web site ( For a complete list of Council of Governments in the U.S., visit the National Association of Regional Councils web site ( NCTCOG s fiscal structure funding depends primarily upon grants from the State and Federal Governments as well as fee-for-service contracts including shared funding for special projects and member government dues. Funding for Fiscal Year 2018 (October 1, 2017 September 30, 2018) is expected to be $211.5 million. The philosophy incorporated into this Request for Proposal (RFP) is to solicit comparable market charges for services provided and to pay for all services provided by the depository. NCTCOG also places importance on the interest/earnings credit paid on daily deposits above any minimum requirements. The contract period shall be three years beginning approximately April 1, 2018, with an option to extend the contract for two additional one-year periods, if agreeable to both the depository and NCTCOG, or thereafter until the successor depository shall have been duly selected and qualified according to state laws. The depository contract shall provide that NCTCOG reserves the right to cancel any agreement, at any time, upon sixty (60) days prior written notice of its intent to terminate any agreement. At the outset, NCTCOG wishes to communicate the primary objectives of the depository agreement, an important component of the overall treasury program of the North Central Texas Council of Governments: A. To find a depository that is both capable of providing banking services and willing to be attentive to NCTCOG's money matters; B. To maximize the total dollars earned by NCTCOG on account balances in order to be prudent and effective custodians of financial resources; C. To maintain a good working relationship with the depository; and D. To adequately compensate the depository for services provided and to allow a reasonable profit to be earned, subject to competitive forces in the market place. Within this RFP are many statements as to the desire of NCTCOG in regards to certain areas of banking services. It should be emphasized that the specifications on the attached official proposal form represent a preferred level of service from NCTCOG's perspective. Bidders are instructed to clearly note on the official proposal form any exceptions or alternatives to the specifications. Clarifying information is required on all proposed exceptions or alternatives and should be provided as an addendum to the official proposal form. The language used should not be 1

4 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES construed so as to preclude a bidder from presenting alternative features to the ones stated, either in terms of providing improved service to NCTCOG, or more acceptable conditions to the depository. All listed and described alternatives will be evaluated by NCTCOG. All points outlined and materials requested should be incorporated into the bidder's reply to be considered for evaluation. II. CALENDAR OF EVENTS Target Date January 12, 2018 February 5, 2018 February 5, February 21, 2018 February 22, 2018 April 1, 2018 Description of Events Advertise depository RFP. Proposals due from interested depositories (by 2:00 p.m. at North Central Texas Council of Governments, 616 Six Flags Dr., Arlington, TX 76011). Staff Review. Executive Board meets to consider recommendation of depository for NCTCOG after which contract will be awarded. Contract period begins. III. CRITERIA FOR EVALUATION NCTCOG staff shall review the submitted proposals carefully. The recommendations shall be based on the proposal determined to be in the best interest of NCTCOG and overall best value for NCTCOG. The following areas are listed as an indication of what will be considered in the evaluation of the proposals: IV. A. Ability of the bidder to perform the requested services in the RFP; B. Ability to meet the legal qualifications and the terms and conditions specified in the RFP; C. Cost of the proposed banking services, and the cost of conversion and implementation of banking services; D. Proximity of depository facility to the North Central Texas Council of Governments; E. Financial condition of the bidder; F. Effective rates paid on NCTCOG s accounts; G. Experience and success in providing banking services to municipal governments in Texas; H. Quality of all reports requested; I. Ability to provide sufficient collateral for account balances; J. Securities clearance and safekeeping procedures; K. Ability to provide NCTCOG with effective and innovative cash management services; and L. Completeness of the proposal form and submission of the required information. NCTCOG ACCOUNT INFORMATION NCTCOG currently has the following bank accounts. Other accounts may be set up as needed during the term of the contract. Account Name Type 1. Consolidated Demand Deposit Account (Master Account) (Account Reconciliation Product) 2. Operating Zero Balance Account (Account Reconciliation Product) 2

5 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES 3. Payroll Zero Balance Account (Account Reconciliation Product) The Consolidated Account will be set up for all daily deposits, ACH deposits, in/out transfers, wire transactions, and investment activities. Intra-bank transfers to other NCTCOG accounts will occur in this account. Securities clearance and safekeeping activity of investments will occur in this account. Full reconciliation service will be required. The Operating Account will be set up to clear all operational checks/efts for NCTCOG. Automatic transfers from the consolidated account to the operating account will be used to fund checks/efts and bring the balance back to zero. One check stock will be clearing through the account. Full reconciliation service will be required. The Payroll Account will be set up to clear only personnel related checks/efts for NCTCOG. Automatic transfers from the consolidated account to the payroll account will be used to fund checks/efts and bring the balance back to zero. One check stock will be clearing through the account. Full reconciliation service will be required. V. BANKING SERVICES AND NCTCOG REQUIREMENTS Banking services to be provided are listed on the Proposal Form, along with estimated monthly volumes. The following identifies and discusses the services to be provided and the requirements to be met. Please attach copies of reports and separate agreements that apply to each service, if applicable. A. Reporting System. NCTCOG requires an internet based reporting system which will provide information reporting services to include but not limited to: 1. Previous Day Balance Report 2. Current Day Balance Report 3. Debit and Credit Detail 4. Stop Payment Status Report 5. ACH Activity Report 6. Positive Pay Activity Report B. Standard Disbursing Services. Standard disbursing services for all accounts are required to include the payment of all checks upon presentation C. Positive Pay. The depository shall provide positive pay reconcilement services, where the depository electronically compares each check presented for payment against the database provided by NCTCOG by PC transmission. D. Standard Deposit Services. The depository must guarantee immediate credit on all incoming wire transfers and U.S. Treasury checks upon receipt and all other checks based on the bank s published availability schedule. The depository should specify in their proposal their deposit requirements and commercial and retail deposit locations, including night deposit services and procedures. E. General ACH Services. Processing of payroll/operating ACH file transmitted to the depository via the internet. F. General Wire Transfer Services. General wire transfer services for repetitive and non-repetitive wires via the internet. 3

6 VI. G. Account Reconciliation Services NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES 1. Bank Statements. Bank statements on all accounts shall be addressed as follows: North Central Texas Council of Governments, Name of Account, P.O. Box 5888, Arlington, TX and rendered within five (5) working days after the close of the calendar month. Statements shall include deposits made on the last day of the period. Along with the bank statement on the consolidated, operating, and payroll accounts, NCTCOG requires a report reflecting all items paid in serial number sequence, which is balanced to the bank statement (partial account reconciliation). 2. Imaging. The depository shall provide to NCTCOG, on a monthly basis, imaging of all cleared checks, and deposit information electronically or on CD-ROM as well as any needed software for retrieval and viewing of images. The depository shall safekeep actual image information for a period of time. Each responding depository must state the amount of time they routinely safekeep image information and state their capabilities for imaging. Each debit or credit item, other than checks, deposits or wire transfers, shall be supported by a written explanation identifying such item. H. ACH Debit Block and Filter. The depository shall provide ACH debit block and filter services. I. Resource Personnel. The depository shall identify personnel who are available to answer questions pertaining to transactions, which require detailed explanation and a depository officer(s) with overall responsibility for the account. Please provide biographies of account officers, cash management sales representatives, and customer service representatives who would be assigned to the account, as well as their back-ups. The depository shall be responsible for communicating the terms of this contract to depository employees. J. Safekeeping. The selected depository shall be NCTCOG s custodial agent in charge of safekeeping investment securities. The agent depository shall control the securities through its safekeeping department, through any corresponding bank with which it deals regularly, or through the Federal Reserve. Securities owned by NCTCOG shall be held in NCTCOG s name as evidenced by safekeeping receipts of the institution holding the securities. All proposals must identify where safekeeping facilities will be located and what banks, if any are used as correspondent banks. K. Account Analysis Statements. NCTCOG intends to pay for all account services provided by the depository as set forth on the Proposal Form. NCTCOG shall require account analysis each month with all accounts grouped to obtain maximum credit for balances which shall clearly show volume counts, fees charged, and total prices for servicing the accounts. The account analysis shall also show average ledger balances, average collected balances, interest rates and earnings credit rate and amounts. Fees charged to NCTCOG directly from the depository are not subject to change for the length of this contract. If NCTCOG renews the contract under the one-year renewal options, prices may only be raised upon mutual consent. COLLATERAL REQUIREMENTS A. Securities Pledged. As security for the deposits of NCTCOG, the depository shall pledge to NCTCOG securities equal to 105% of the largest total ledger balances NCTCOG maintains in the depository, less the amount of coverage provided by the Federal Deposit Insurance Corporation (FDIC). (See the attached schedule for balance information.) The average level of collateral required is $3.5 million. The securities comprising the pledge shall be valued at market. Repurchase Agreements are not acceptable as collateral to NCTCOG. NCTCOG shall accept only the types of collateral approved by NCTCOG s Investment Policy (Attachment 2, Section IX). B. Reporting Requirements. The depository shall provide NCTCOG a report of securities pledged at the end of each month or at any time requested by NCTCOG's Deputy Executive Director or a designated representative. This report should reflect the following information at the end of each month: Total pledged securities itemized by: 1. Name 2. Type/description/cusip number 4

7 3. Par value 4. Market value at month end 5. Maturity date NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES C. Safekeeping. The securities pledged shall be held in safekeeping under the name of the depository and pledged to NCTCOG. Safekeeping must be performed by an independent, non-affiliate bank or by the Federal Reserve Bank with a three-party agreement signed. Please submit a copy of the safekeeping agreement and the name of the trustee bank to be used in the event you are awarded the depository contract. The safekeeping agreement shall clearly state that the trustee is instructed to release the collateral to NCTCOG, if NCTCOG has determined that the depository has failed to pay on any accounts, has been closed by a regulatory authority, or is in default of this contract, and if release has been requested by the Executive Director or designee. The safekeeping agreement shall have signatories from the trustee bank, the depository and NCTCOG. The original copy of all security receipts shall be filed with the Deputy Executive Director of NCTCOG. NCTCOG shall reimburse the depository for all charges associated with pledged collateral at the fee rate specified by the depository. D. Substitutions. Any substitutions of the securities or reductions in the total amount pledged shall be made only by and with the proper written authorization approved by the Deputy Executive Director or authorized representative. All securities to be pledged are subject to approval by NCTCOG. E. Representations. The depository represents to NCTCOG: 1. That the depository is the sole, legal, and actual owner of the securities collateralizing NCTCOG deposits; and 2. That no other security interest has been, nor will be, granted in the securities collateralizing NCTCOG deposits. VII. OTHER STIPULATIONS A. Right to Cancel Contract. In the event it would be ruled illegal under the provisions of any Federal Statute or regulation for the depository to pay interest in the manner outlined in this RFP, then NCTCOG expressly reserves the right and privilege to cancel the contract, withdraw NCTCOG's funds therefrom, and re-propose the depository services. B. Periodic Review. NCTCOG may require a review meeting with the depository at North Central Texas Council of Governments periodically to evaluate the working relationship between NCTCOG and the depository. The objective shall be to address any problems or operating procedures and to seek a responsible solution. C. Extension. All deposits, time certificates of deposit, or loan services which have not elapsed on the termination date of the finally approved depository contract, shall remain on deposit with the same depository under the same terms and conditions in effect during said contract until the date such services have elapsed. D. Notices. The depository will notify NCTCOG in writing within ten (10) days of any changes in Federal or State regulations or laws that would thereafter affect this depository contract. The depository shall also notify NCTCOG of any additional services that become available to NCTCOG throughout the contract period. E. Audit. The depository s records relating to NCTCOG s accounts shall be open to review by either NCTCOG staff members or NCTCOG-appointed independent auditors during normal business hours. The depository s records of NCTCOG transactions may be considered public records pursuant to the Texas Public Information Act. 5

8 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES F. Financial Reports. During the term of this contract, the depository shall make available to NCTCOG each quarterly call report (schedule RC only), each quarterly and annual financial report to the shareholders and any public information concerning changes in the ownership, management or financial position of the depository or its parent. G. Merger. Notwithstanding any other provision of this agreement which may be to the contrary, this agreement and the respective rights and obligations of the parties hereunder shall remain in full force and effect and not otherwise be affected by a merger of the depository. H. Applicable Laws. This contract is governed by the laws of the State of Texas. Venue shall be exclusively in Tarrant County. I. Term. The term of the contract period shall be for three years beginning approximately April 01, 2018 with an option to extend the contract for two additional one-year periods if agreeable to both the depository and NCTCOG, or thereafter until a successor depository has been selected. J. Conflict of Interest. The depository agrees that during the contract period that the depository and any of its associates and employees will have no interest nor acquire any interest, either direct or indirect, which will conflict in any manner with the performance of the services called for under the final contract. K. Errors. Depository errors resulting in lost interest or earning credit to NCTCOG will be reimbursed by the depository to NCTCOG at the amount that would have been earned had the error not occurred. 6

9 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES VIII. PROPOSAL INSTRUCTIONS/REQUIREMENTS A. Sealed proposals clearly marked Depository Proposal shall be delivered to the office of the following person by 2:00 p.m., February 5, 2018: MR. MONTE MERCER DEPUTY EXECUTIVE DIRECTOR NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS 616 SIX FLAGS DR. ARLINGTON, TEXAS B. ANY PROPOSAL RECEIVED AFTER 2:00 P.M. SHALL BE RETURNED UNOPENED. C. Proposals deposited with NCTCOG cannot be withdrawn prior to the time set for opening proposals. Request for non-consideration of proposals must be made in writing to the Deputy Executive Director and received by NCTCOG prior to the time set for opening proposals. After all other proposals are opened, the proposal for which non-consideration is properly requested may be returned unopened. The proposal may not be withdrawn after proposals have been opened. The bidder, in submitting the same, warrants and guarantees that this proposal has been carefully reviewed and checked and that it is in all things true and accurate and free of mistakes and that such proposal will not and cannot be withdrawn because of any mistake committed by the bidder. D. The proposing depository shall use this RFP form as the OFFICIAL PROPOSAL FORM to submit rates and to answer questions. Submissions must be in strict compliance with this Request for Proposal. Failure to comply with all provisions of the RFP may result in disqualification. Any alterations, changes or deletions to this RFP shall be grounds for NCTCOG to disregard and reject the RFP. Any service which does not have a fee indicated on the Proposal Form will be considered to be free of charge in the depository contract. E. If a service requirement cannot be met by a bidder, then the term No Proposal should be entered on the Proposal Form for that specific requirement. In the case of a No Proposal response, the bidder may offer an alternative equivalent service for NCTCOG s consideration. Responsiveness to the service requirements will be a major part of the selection criteria. F. NCTCOG reserves the right to request additional information or to meet with representatives from proposing organizations to discuss points in the proposal before and after submission, any and all of which may be used in forming a recommendation. G. NCTCOG reserves the right to reject any and all proposals, to waive any non-material irregularities in any RFP, and to accept or reject any item or combination of items, as determined to be in the best interests of NCTCOG. H. This RFP for a depository has been duly advertised and is being offered for consideration to financial institutions chartered under laws of the United States or of the State of Texas. I. By signing its submission, Offeror acknowledges that it has read and understands the insurance requirements for the submission. Offeror also understands that the evidence of required insurance must be submitted within ten (10) working days following notification of its offer being accepted; otherwise, NCTCOG may rescind its acceptance of the Offeror s proposal. The insurance requirements are outlined in the General Terms and Conditions section. J. All costs incurred by the bidder in responding to the RFP shall be the responsibility of the bidder. K. The final appointment of a depository shall be made by the North Central Texas Council of Governments, Executive Board. The bidder may be required to enter into a contract which incorporates all of the obligatory points in this RFP. Otherwise, a resolution shall be adopted accepting the depository s completed RFP as the OFFICIAL PROPOSAL FORM with accompanying related schedules and materials called for in this RFP. 7

10 IX. NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES L. Upon being awarded the contract, the depository shall designate an individual to be the official contact person for all correspondence. NCTCOG s official contact person will be Jane Rogers, Procurement Specialist. If you have any questions regarding this RFP, please address them to Jane Rogers at (682) or jrogers@nctcog.org. The depository shall be responsible for training and communicating the terms of this contract to depository employees. SUBMISSION CHECKLIST A. Completed Proposal Form. B. Sample reports, statements, policies and procedures as requested under Sections V and VI. C. Availability of funds schedule with a clear explanation of deadlines. D. Sweep account prospectus if applicable. E. Most recent audited annual financial statement of the bank along with the last two quarterly FDIC call reports. F. Proposed depository contract. G. Information regarding imaging services. H. Information about on-line access to account information, i.e. software utilized and parameters of usage. I. Information about on-line access to the securities clearance department, i.e. software utilized and parameters of usage. 8

11 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES X. PROPOSAL FORM Name of Depository: Address of Depository: Telephone Number of Depository: Date Submitted: Officer s Name and Title: Signature of Officer: Service Estimated Volume Unit Price Extended Total Estimated Balance Required CHECKING SERVICES ACCOUNT MAINTENANCE STATEMENTS RENDERED CREDITS POSTED ACH INCOMING CREDITS DEBITS POSTED ACH INCOMING DEBITS SPECIAL SIGNATURE REQUIREMENT SPECIAL SIGN REQUIREMENT ITEMS DIGITAL DEPOSIT SERVICES DD MONTHLY MAINTENANCE CREDITS POSTED - DIGITAL DEPOSITS DD - ON US DEPOSITED ITEMS DD - LOCAL RCPC DEPOSITED ITEMS DD - LOC STATEWIDE DEPOSITED ITEMS DD - OTH 11TH FED CITY DEP ITEMS DD - OTH 11TH FED RCPC DEP ITEMS DD - TRANSIT CLEARING DEP ITEMS DD - INFORMATION REPORTING ITEMS ACCOUNT RECONCILIATION SERVICES FULL ACCOUNT RECONCILIATION FULL ACCOUNT RECONCILIATION ITEMS POSITIVE PAY SERVICES POSITIVE PAY POSITIVE PAY REJECTED ITEMS POSITIVE PAY PAID REJECT ITEMS

12 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES Service Estimated Volume Unit Price Extended Total Estimated Balance Required ACH ORIGINATION SERVICES ACH ORIGINATION ACH ORIGINATION ITEMS 2, RETURN ITEMS ACH WIRE SERVICES INCOMING WIRE TRANSFERS ONLINE WIRE TRANSFERS WIRE TRANSFER STATEMENT INFORMATION SERVICES PREVIOUS DAY REPORTING PREVIOUS DAY REPORTING ACCOUNTS PREVIOUS DAY REPORTING DETAIL ITEMS CURRENT DAY REPORTING FINANCIAL EDI ITEMS CD ROM IMAGE ARCHIVE SERVICES IMAGE ARCHIVE DISCS IMAGE ARCHIVE ITEMS ZBA SERVICES ZERO BALANCE ACCOUNTING ZERO BALANCE ACCOUNTING TRANSFERS List any other applicable depository services charges: List any fees credit, cost offset, or additional services provided for conversion/implementation of depository services: 10

13 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES XI. OTHER CONSIDERATIONS - Please answer the following questions: A. NCTCOG wishes to use electronic scanning/depositing of checks to reduce float and the liabilities of internal check handling and transfer. Does the depository offer this type of service? If so, please state the depository s procedures for this service. List all charges and relevant information about equipment, software, availability of funds and any supplies needed. B. NCTCOG requires that a minimum collateral margin of 105% shall be maintained on all ledger balances, at all times Please provide a detailed description of the depository s procedures for monitoring collateral margins. List all charges that apply. C. List the maximum amount of collateral the bank would pledge to NCTCOG. D. Does the depository offer any type of sweep account meeting the requirements of the Public Funds Investment Act and NCTCOG investment policy (Attachment 1) where excess NCTCOG funds could be invested at a higher rate than in the checking account? If so, please explain the parameters and interest earnings history and attach any applicable prospectus and summary of securities held. E. Please provide a detailed explanation of the bank s policy and methodology used in the setting of the earnings credit rate. Provide a schedule of the earnings credit rates offered by the depository since January 1, List minimum ledger and collected balances required to earn interest. F. NCTCOG requires that all checks presented, that have not had stop payments placed on them, must be funded automatically. Please describe the depository s overdraft policy in order to assure payment on these checks in the event that funding has not yet been credited. G. NCTCOG frequently initiates, via terminal, time sensitive wire transfers that must be received by the beneficiary by a certain time of day. Please describe the daylight overdraft policy with respect to such transfers where the funding for the transfer has not yet been credited. What is the internal review and approval process for releasing such transfers? List deadlines for processing of wire transfers. H. Does the depository have an established maximum dollar value limit that may not be exceeded by an individual check? List the number of maximum transactions that may occur in the accounts. Are there any other restrictions regarding individual check amounts? I. NCTCOG requires the depository to offer positive pay as well as ACH debit block and filter services. Please describe procedures for these services. List all charges that apply. J. Describe any other cash management or banking services that could be offered to NCTCOG. List all charges that apply. 11

14 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES K. Does the bank have any significant problems noted by regulatory agencies in the past 24 months? If yes, please explain. Indicate the bank s capital to assets and return on assets ratios for the last three years. L. Please describe the process by which service problems can be resolved. What person or organizational unit is available for complaint or problem resolution? M. Please list three other public funds customers in Texas that the bank currently serves as a depository. 12

15 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES XII. GENERAL TERMS AND CONDITIONS A. NCTCOG is exempt from Texas limited sales, federal excise and use tax, nor does NCTCOG pay tax on the purchase, rental or lease of tangible personal property for the organization s use. A tax exemption certificate will be issued upon request. B. NCTCOG reserves the right to accept or reject any and/or all proposals or to cancel this notice at any time. C. A response to this Request for Proposal (RFP) does not commit NCTCOG to a purchase agreement or contract, or to pay any costs incurred in the preparation of such response. D. Unless the proposer specifies in its proposal, the NCTCOG may award the contract for any items/services or group of items/services in the RFP and may increase or decrease the quantity specified. E. NCTCOG reserves the right to hold and accept any proposal for a period of ninety (90) days after the response deadline. F. NCTCOG reserves the right to negotiate the final terms of any and all purchase agreements with bidders selected and such agreements negotiated as a result of this RFP may be re-negotiated and/or amended in order to successfully meet the agency needs. G. NCTCOG reserve the right to waive any defect in this procurement process or to make changes to this solicitation as it deems necessary. NCTCOG will provide notifications of such changes to all bidders recorded in the official record (Distribution Log/Receipts Record) as having received or requested an RFP. H. NCTCOG reserve the right to contact any individual, agencies, or employers listed in a proposal, to contact others who may have experience and/or knowledge of the bidder's relevant performance and/or qualifications; and to request additional information from any and all proposers. I. NCTCOG reserves the right to conduct a review of records, systems, procedures, etc., of any entity selected for funding. This may occur prior to, or subsequent to, the award of a purchase agreement. Misrepresentation of the proposer's ability to perform as stated in the proposals may result in cancellation of the purchase agreement award. J. NCTCOG reserves the right to withdraw or reduce the amount of an award, or to cancel any contract resulting from this procurement if adequate funding is not available. K. Proposers shall not, under penalty of law, offer or provide any gratuities, favors, or anything of monetary value to any officer, member, employee, or agent of NCTCOG for the purpose of, or having the effect of, influencing favorable disposition toward their own proposal or any other proposal submitted hereunder. L. No employee, officer, or agent of NCTCOG shall participate in the selection, award, or administration of a contract if a conflict of interest, real or apparent, exists. M. Proposers shall not engage in any activity that will restrict or eliminate competition. Violation of this provision may cause a proposer's bid to be rejected. This does not preclude joint ventures or subcontracts. N. All proposals submitted must be an original work product of the proposers. The copying, paragraphing, or other use of substantial portions of the work product of others and submitted 13

16 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES hereunder, as original work of the proposer is not permitted. Failure to adhere to this instruction may cause the proposal(s) to be rejected. O. The only purpose of this RFP is to ensure uniform information in the selection of proposals and procurement of services. This RFP is not to be construed as a purchase agreement or contract, or as a commitment of any kind, nor does it commit the NCTCOG to pay for costs incurred prior to the execution of a formal contract unless such costs are specifically authorized in writing by NCTCOG. P. The contents of a successful proposal may become a contractual obligation, if selected for award of a contract. Failure of the proposer to accept this obligation may result in cancellation of the award. No plea of error or mistake shall be available to successful proposer(s) as a basis for release of proposed services at stated price/cost. Any damages accruing to the NCTCOG as a result of the proposer's failure to contract may be recovered from the proposer. Q. A contract with the selected provider may be withheld at sole discretion if issues of contract compliance or questioned/disallowed costs exist, until such issues are satisfactorily resolved. Award of contract may be withdrawn by NCTCOG if resolution is not satisfactory to NCTCOG. R. Procurement Dispute Resolution Policy. NCTCOG is the responsible authority for handling complaints or protests regarding the proposal selection process. This includes, but is not limited to, disputes, claims, protests of award, source evaluation or other matters of a contractual nature. Matters concerning violation of law shall be referred to such authority, as may have proper jurisdiction. Once NCTCOG has agreed upon selection(s), all bidders will be notified in writing of the results. Any protest regarding this process must be filed with NCTCOG in accordance with the following procedure. NCTCOG would like to have the opportunity to resolve any dispute prior to the filing of an official complaint by the protester. The protester should contact NCTCOG s Deputy Executive Director, at (817) , P.O. Box 5888, Arlington, Texas , so that arrangements can be made for a conference between NCTCOG and the protester. Copies of the appeal process will be made available to the protester. S. At all times during the term of this contract, the contractor shall procure, pay for, and maintain, with approved insurance carriers, the minimum insurance requirements set forth below, and shall require all contractors and sub-subcontractors performing work for which the same liabilities may apply under this contract to do likewise. The contractor may cause the insurance to be effected in whole or in part by the contractors or sub-subcontractors under their contracts. NCTCOG reserves the right to waive or modify insurance requirements at its sole discretion. 1. Workers Compensation: Statutory limits and employer s liability of not less than $100,000 for each accident. 2. Commercial General Liability: a. Minimum Required Limits: $1,000,000 per occurrence; $1,000,000 General Aggregate b. Commercial General Liability policy shall include: (i) Coverage A: Bodily injury and property damage; (ii) Coverage B: Personal and Advertising Injury liability; (iii)coverage C: Medical Payments (iv) Products: Completed Operations (v) Fire Legal Liability 14

17 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES c. Policy coverage must be on an occurrence basis using CGL forms as approved by the Texas State Board of Insurance d. Attachment of Endorsement CG additional insured e. All other endorsements shall require prior approval by the NCTCOG. 3. Comprehensive Automobile/Truck Liability: Coverage shall be provided for all owned, hired and nonowned vehicles. Minimum required Limit: $500,000 combined single limit. 4. Professional Liability: a. Minimum Required Limits: $1,000,000 Each Claim $1,000,000 Policy Aggregate T. Contractor covenants and agrees to indemnify and hold harmless and defend NCTCOG, its officers and employees, from and against any and all suits or claims for damages or injuries, including death, to persons or property, whether real or asserted, arising out of any negligent act or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors, and the contractor does hereby assume all liability for injuries, claims or suits for damages to persons, property, or whatever kind of character, whether real or asserted, occurring during or arising out of the performance of a contract as a result of any negligent act or omission on the part of the contractor, its officers, agents, servants, employees, or subcontractors to the extent permitted by law. U. A force majeure event shall be defined to include governmental decrees or restraints, acts of God (except that rain, wind, flood or other natural phenomena normally expected for the locality, shall not be construed as an act of God), work stoppages due to labor disputes or strikes, fires, explosions, epidemics, riots, war, rebellion, and sabotage. If a delay or failure of performance by either party to this contract results from the occurrence of a force majeure event, the delay shall be excused and the time fixed for completion of the work extended by a period equivalent to the time lost because of the event, if and to the extent that: 1. The delay or failure was beyond the control of the party affected and not due to its fault or negligence; and 2. The delay or failure was not extended because of the affected party s failure to use all diligence to overcome the obstacle or to resume performance immediately after the obstacle was overcome. If the failure to perform is caused by the failure of a subcontractor of the Provider to perform, and if such failure was beyond the control of both the Provider and the subcontractor, without their fault or negligence, the Provider shall not be deemed to be in default unless the subcontracted supplies or services were reasonably obtainable from other sources. 3. No time extension shall be granted under this paragraph unless the party seeking relief has notified the other in writing within a reasonable time after commencement of the event, of the anticipated length and cause of the delay, the measures taken or to be taken to minimize the delay and the timetable by which the Provider intends to implement these measures. The party seeking relief shall also give written notice of the ending of the event within a reasonable time after the event has ended. NCTCOG shall be responsible for costs related to a force majeure event, only if the Provider incurs them after prior written authorization by NCTCOG. Neither NCTCOG nor the Provider shall have, and both hereby waive, any claim whatsoever for any damages resulting from delays caused by force majeure events. 15

18 NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS REQUEST FOR PROPOSAL DEPOSITORY SERVICES XIII. ADDITIONAL REQUIREMENTS Please include signed copies of the documents contained in Section XIII (if applicable). A. Certifications of Offeror B. Certification Regarding Debarment, Suspension, and Other Responsibility Matters C. Certification Regarding Lobbying D. Drug-Free Workplace Certification E. Certification Regarding Disclosure of Conflict of Interest F. Certification of Fair Business Practices G. Certification of Good Standing- Texas Corporate Franchise Certification H. Historically Underutilized Businesses, Minority, or Women-Owned or Disadvantages Business Enterprises I. Texas Public Funds Investment Act Certification J. House Bill 89 Certification 16

19 CERTIFICATIONS OF OFFEROR I hereby certify that the information contained in this proposal and any attachments is true and correct and may be viewed as an accurate representation of proposed services to be provided by this organization. I certify that no employee, board member, or agent of the North Central Texas Council of Governments has assisted in the preparation of this proposal. I acknowledge that I have read and understand the requirements and provisions of the Request for Proposal and that the organization will comply with the regulations and other applicable local, state, and federal regulations and directives in the implementation of this agreement. I also certify that I have read and understood all sections of this Request for Proposals and will comply with all the terms and conditions as stated; and furthermore that I, (typed or printed name) certify that I am the (title) of the corporation, partnership, or sole proprietorship, or other eligible entity named as Offeror and Respondent herein and that I am legally authorized to sign this offer and to submit it to the North Central Texas Council of Governments, on behalf of said Offeror by authority of its governing body. Name of Organization/Firm: Signature of Authorized Representative: Date: 17

20 CERTIFICATION REGARDING DEBAREMENT, SUSPENSION AND OTHER RESPONSIBILITY MATTERS This certification is required by the Federal Regulations Implementing Executive Order 12549, Debarment and Suspension, 45 CFR Part 93, Government-wide Debarment and Suspension, for the Department of Agriculture (7 CFR Part 3017), Department of Labor (29 CFR Part 98), Department of Education (34 CFR Parts 85, 668, 682), Department of Health and Human Services (45 CFR Part 76). The undersigned certifies, to the best of his or her knowledge and belief, that both it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any federal department or agency; 2. Have not within a three-year period preceding this contract been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or Local) transaction or contract under a public transaction, violation of federal or State antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification, or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicated for or otherwise criminally or civilly charged by a government entity with commission of any of the offense enumerated in Paragraph (2) of this certification; and, 4. Have not within a three-year period preceding this contract had one or more public transactions terminated for cause or default. Where the prospective recipient of federal assistance funds is unable to certify to any of the statements in this certification, such prospective recipient shall attach an explanation to this certification form. Name of Organization/Firm: Signature of Authorized Representative: Date: 18

21 CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge or belief, that: 1. No federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an officer or employee of a Member of Congress in connection with the awarding of any federal contract, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification or any federal contract, grant, loan, or cooperative agreement; and 2. If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, and or cooperative agreement, the undersigned shall complete and submit Standard Form LLL, Disclosure Form to Report Lobbying, in accordance with the instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers and that all sub-recipients shall certify accordingly. Name of Organization/Firm: Signature of Authorized Representative: Date: 19

22 DRUG-FREE WORKPLACE CERTIFICATION The (company name) will provide a Drug Free Work Place in compliance with the Drug Free Work Place Act of The unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited on the premises of the (company name) or any of its facilities. Any employee who violates this prohibition will be subject to disciplinary action up to and including termination. All employees, as a condition of employment, will comply with this policy. CERTIFICATION REGARDING DRUG-FREE WORKPLACE This certification is required by the Federal Regulations Implementing Sections of the Drug-Free Workplace Act, 41 U.S.C. 701, for the Department of Agriculture (7 CFR Part 3017), Department of Labor (29 CFR Part 98), Department of Education (34 CFR Parts 85, 668 and 682), Department of Health and Human Services (45 CFR Part 76). The undersigned subcontractor certifies it will provide a drug-free workplace by: Publishing a policy statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the workplace and specifying the consequences of any such action by an employee; Establishing an ongoing drug-free awareness program to inform employees of the dangers of drug abuse in the workplace, the subcontractor s policy of maintaining a drug-free workplace, the availability of counseling, rehabilitation and employee assistance programs, and the penalties that may be imposed on employees for drug violations in the workplace; Providing each employee with a copy of the subcontractor s policy statement; Notifying the employees in the subcontractor s policy statement that as a condition of employment under this subcontract, employees shall abide by the terms of the policy statement and notifying the subcontractor in writing within five days after any conviction for a violation by the employee of a criminal drug abuse statue in the workplace; Notifying the Board within ten (10) days of the subcontractor s receipt of a notice of a conviction of any employee; and, Taking appropriate personnel action against an employee convicted of violating a criminal drug statue or requires such employee to participate in a drug abuse assistance or rehabilitation program. Name of Organization/Firm: Signature of Authorized Representative: Date: 20

23 CERTIFICATION REGARDING DISCLOSURE OF CONFLICT OF INTEREST The undersigned certifies that, to the best of his or her knowledge or belief, that: No employee of the Contractor, no member of the Contractor s governing board or body, and no person who exercises any functions or responsibilities in the review or approval of the undertaking or carrying out of this Contract shall participate in any decision relating to this contract which affects his/her personal pecuniary interest. Executives and employees of Contractor shall be particularly aware of the varying degrees of influence that can be exerted by personal friends and associates and, in administering the Contract, shall exercise due diligence to avoid situations which give rise to an assertion that favorable treatment is being granted to friends and associates. When it is in the public interest for the Contractor to conduct business with a friend or associate of an executive or employee of the Contractor, an elected official in the area or a member of the North Central Texas Council of Governments, a permanent record of the transaction shall be retained. Any executive or employee of the Contractor, an elected official in the area or a member of the NCTCOG, shall not solicit or accept money or any other consideration from a third person, for the performance of an act reimbursed in whole or part by Contractor or Department. Supplies, tools, materials, equipment or services purchased with Contract funds shall be used solely for purposes allowed under this Contract. No member of the NCTCOG shall cast a vote on the provision of services by that member (or any organization which that member represents) or vote on any matter which would provide a direct or indirect financial benefit to the member or any business or organization which the member directly represents. No officer, employee or paid consultant of the Contractor is a member of the NCTCOG. No officer, manager or paid consultant of the Contractor is married to a member of the NCTCOG. No member of NCTCOG directly owns, controls or has interest in the Contractor. The Contractor has disclosed any interest, fact, or circumstance that does or may present a potential conflict of interest. No member of the NCTCOG receives compensation from the Contractor for lobbying activities as defined in Chapter 305 of the Texas Government Code. Should the Contractor fail to abide by the foregoing covenants and affirmations regarding conflict of interest, the Contractor shall not be entitled to the recovery of any costs or expenses incurred in relation to the contract and shall immediately refund to the North Central Texas Council of Governments any fees or expenses that may have been paid under this contract and shall further be liable for any other costs incurred or damages sustained by the NCTCOG as it relates to this contract. Name of Organization/Firm: Signature of Authorized Representative: Date: 21