REQUEST FOR APPLICATIONS FOR DEPOSITORY BANKING SERVICES TO BE PROVIDED TO VALLEY INTERNATIONAL AIRPORT HARLINGEN, TEXAS

REQUEST FOR APPLICATIONS FOR DEPOSITORY BANKING SERVICES TO BE PROVIDED TO VALLEY INTERNATIONAL AIRPORT HARLINGEN, TEXAS

May 12, 2017 REQUEST FOR APPLICATIONS FOR THE PERFORMANCE OF DEPOSITORY BANKING SERVICES Applications for the performance of depository banking services will be accepted for Valley International Airport. Bank Holding Companies, National Associations, or Independent Banks are invited to submit sealed applications on forms provided by Valley International Airport. The Director of Aviation will accept applications until 10:30 a.m. on Friday, June 2, 2017 at the Office of the Director of Aviation, Valley International Airport, 3002 Heritage Way, Airport Terminal Building, Third Floor, Harlingen, Texas 78550. The Harlingen Airport Board will award the Depository Contract at its regular Airport Board meeting at 8:00 a.m. on Monday, June 19, 2017, at Valley International Airport. Request for application requirements may be obtained by calling (956) 430-8605 or faxed to (956) 430-8619 or by going to our website at www.flythevalley.com The Harlingen Airport Board reserves the right to accept or reject any or all applications and to waive all formalities. Marv Esterly Director of Aviation

INTRODUCTION Valley International Airport (the Airport ) is requesting applications from qualified financial institutions to provide depository banking services to the Airport. The objective of this request is to identify the financial institution (the Bank ) most capable of the highest level of service at the lowest cost to the Airport. It is the Airport s intent that the contract negotiated between the Airport and the Bank selected by this process will encompass any and all services to be employed by the Airport during the term of this contract, including but not limited to those described in this request for applications.

INSTRUCTIONS FOR SUBMITTING APPLICATIONS 1. Qualified Financial Institutions A prospective depository must be a Federal or State of Texas chartered depository institution headquartered in, or having branch facilities located within Harlingen, Texas. 2. Sealed Applications Two (2) copies of the application must be submitted in a sealed envelope, clearly identified in the lower left-hand corner as APPLICATION FOR DEPOSITORY BANKING SERVICES. The application shall be delivered or mailed to the following address: Valley International Airport Office of the Director of Aviation Valley International Airport 3002 Heritage Way Airport Terminal Building, Third Floor Harlingen, Texas 78550. Applications will be accepted at the address listed above until 10:30 a.m. Friday, June 2, 2017. Any applications received after 10:30 a.m., Friday, June 2, 2017, will be returned unopened. Applications submitted by banking institutions shall be binding upon such Bank for sixty (60) days beginning June 2, 2017. 3. Application Response The Banking Institution shall submit its response on the forms provided within this Request for Applications (RFA). However, if any additional space is required for explanations or exceptions, they shall be clearly noted on attachments with reference made to the applicable section and/or paragraph. Exceptions shall be identified along with the impact the exception(s) will have and if there are any charges associated with the exception(s.) Other supporting material may be included. An authorized officer must sign applications. If you intend on submitting an Application for Depository Banking Services, please complete and return the NOTICE OF INTENT TO SUBMIT APPLICATION FOR DEPOSITORY BANKING SERVICES. 4. Annual Financial Statements A copy of the latest annual financial statement and subsequent quarterly supplements if applicable must be submitted with the application.

5. Request for Additional Information Any additional information concerning the Airport s requirements for depository services must be requested in writing no later than 10:00 a.m. Friday, May 26, 2017. Request for additional information shall be mailed to: Mr. Ron Mustard Finance Director Valley International Airport 3002 Heritage Way Airport Terminal Building, Third Floor Harlingen, Texas 78550 Request may also be faxed to (956) 430-8619. The written response for additional information along with the information requested will be provided to all banks that have requested a RFA and returned the NOTICE OF INTENT TO SUBMIT APPLICATION FOR DEPOSITORY BANKING SERVICES. The Airport reserves the right to request additional information or to meet with representatives from the bank to discuss provisions or points in the applications after submission, any and all of which may be used in forming a recommendation. 6. Rejection of Applications The Harlingen Airport Board reserves the right to accept or reject any or all applications, and to informally negotiate certain points of the final contract with a qualified depository. 7. Schedule May 17, 2017 May 26, 2017 June 2, 2017 June 19, 2017 July 1, 2017 Distribution All requests for additional information must be received by 10:00 a.m. All sealed applications must be received by 10:30 a.m. at the Office of Director of Aviation at the Airport Contract award by Harlingen Airport Board Contract period begins 8. Selection Criteria The following criteria will be used to evaluate the application responses: Financial condition of depository. Type of services available The completeness of the responses to all required items on the standardized application response forms.

The aggregate total cost of banking services. The proposed rate to be paid on overnight cash balances. The experience and continuity of the bank officials. Convenience of location. 9. Conflict of Interest The provisions of Section 131.903 of the Texas Local Government Code will apply to the selection of the depository. SECTION I: GENERAL CONTRACT PROVISIONS 1. The Bank agrees to enter into a five (5) year contract with Valley International Airport beginning July 1, 2017 until May 31, 2022 or until such time reasonably necessary to re-solicit and select a new depository. a. All demand accounts shall be deposited with the successful bank on July 1, 2017, or as soon thereafter as the checks and deposit forms necessary to operate from such bank are provided to Valley International Airport. b. Unless otherwise stated herein, time deposits shall be excluded from this agreement and the Airport reserves the right to purchase time deposits at other financial institutions. 2. Bank agrees all Airport funds must be collateralized by the depository in accordance with State Law (Chapter 2257 Collateral For Public Funds) and the Airport s Investment Policy. The financial institution selected as the Airport s depository will be required to deposit and pledge, approved securities having a market value of principal and interest equal to 102% of the value of all Airport funds on deposit. This requirement is independent of FDIC insurance on deposits. Securities pledged to the Airport must be held at a third party banking institution approved by the Airport or in a Treasury Direct account in the name of the Airport with the Federal Reserve Bank. The Bank may substitute approved securities so long as the total amount of securities pledged is adequate. Approved securities shall be restricted to those allowed under the Texas Public Funds Investment Act (Chapter 2256) and specifically approved in the Airport Investment Policy. The Bank shall provide within fourteen (14) business days following the end of each month a report valuing the approved securities, showing the current market value plus accrued interest through the date of valuation. Whenever it is determined by Airport officers that collected funds on deposit are not fully covered by the approved securities, the Bank shall immediately deposit and

pledge additional approved securities in an amount sufficient to restore collateral to the required level. 3. Bank or its correspondent bank agrees, to provide safekeeping facilities for investments purchased by the Airport and investments pledged to secure Airport funds. The Bank will handle the purchase or liquidation of investments only upon instruction by designated Airport personnel. Upon maturity or liquidation of an investment, written notification will be sent to the Airport showing the deposit of the proceeds. The same type of written notification will be required for all purchases of investments handled through the Bank. 4. Bank agrees that Airport funds on deposit in checking accounts shall earn a predetermined rate of interest during the life of the contract. 5. All account charges must be itemized on a monthly basis and remitted with the regular monthly statements. The Airport s depository relationship will exist on a fee basis as opposed to one requiring that compensatory balances be held in the bank in order to pay for services. Account interest will be calculated on available balances using the Depository s stated earnings allowance rate as stated in the application response. 6. Bank agrees to notify the Airport in writing within ten (10) days of any changes in Federal and State regulations or laws that would thereafter affect the depository agreement. 7. Bank agrees to open for review all of the bank s records relating to Airport accounts for either Airport staff members or Airport appointed independent auditors during normal business hours. 8. Bank agrees to notify Airport of wire transfers within one hour of the transaction and to provide a duplicate copy to the Airport within twenty-four hours. 9. Bank agrees to provide Airport bank statements for each airport account within five (5) working days after the close of the calendar month. The statement must include deposits made on the last day of the period. The accompanying checks must be arranged in numerical sequence. 10. Airport reserves the right to open additional checking accounts with Bank or deposit additional funds with other banking institutions as may be required from time to time by local, state or federal regulations although no changes are anticipated.

11. Bank agrees not to penalize or charge the Airport for temporary overdrafts in individual demand accounts. Should an overdraft occur, the bank shall notify the Director of Finance or assistant at the earliest time possible to permit funds to be deposited to cover the overdraft. An overdraft shall be defined as a negative demand balance in the Airport accounts collectively, not by an individual account. 12. All borrowing of funds shall be conducted on a basis as determined by the governing body of the Airport unless otherwise stated in this application. 13. Bank agrees to incorporate the Request for Applications and Bank s response to the RFA into any subsequent contract between the Airport and Bank for banking services. 14. Bank agrees to provide a list of all contact personnel within the bank who are qualified to provide information and assistance to the Airport on a daily basis. 15. Bank agrees to provide certification of having read and thoroughly reviewed the Investment Policy of Valley International Airport and signed by a registered principal of the organization (Attachment A.) 16. By Mutual agreement, the parties may add, modify or change services used. The Airport reserves the right to terminate its Depository Contract for nonperformance of any of the contract requirements, thirty (30) days after providing specific written notification of the deficiency. In the event of termination, the Depository Bank will agree to hold over under the terms and conditions of the Contract for such period of time as is reasonably necessary to re-solicit and select a new depository. SECTION II SCOPE OF DEPOSITORY BANKING SERVICES A. Demand Accounts The Airport maintains five (5) separate checking accounts as follows: (1) Operating account is used to primarily process payments to vendors and cash receipts from all sources. (2) Payroll account functions as the central payroll account, which processes all payroll and related payments on a bi-weekly basis.

(3) Passenger Facility Charge (PFC) account is used to deposit passenger facility charge receipts and process reimbursement payments to the Airport. (4) Special (FSA) account is used to process deposits and disbursements for flexible spending reimbursements to employees. (5) Money Market Account is used to primarily hold unrestricted cash for investment purposes. All deposits will be made into checking accounts as determined by the Director of Finance of the Airport. The Airport reserves the right to change the number of accounts and to open interest and non-interest bearing checking accounts during the term of the contract.

The average number of transactions per account per month is as follows: Operating Payroll PFC Special (FSA) MMA Deposits 9 3 4 0 0 Average Deposit Amount $28,190 $40,849 $13,483 $223 0 EFT/Wire Transactions 31 10 2 2 0 Transfers In/Out 4 3 1 3 0 The majority of the deposits consist of checks. Occasionally (once a month) a deposit will include cash. Transfers are made from the Operating Account to the Payroll Account to cover payroll expenses. Wire Transfers will also take place for investment and bond payments. EFT transactions will take place for direct deposit of employee payroll checks. The average ledger balance per account for the past twelve months is as follows: Month Operating Payroll PFC Special (FSA) MMA May 2016 849,683 7,187 20,228 2,554 N/A June 2016 527,324 6,735 12,561 2,655 N/A July 2016 804,942 6,232 9,858 2,661 N/A August 2016 779,234 5,517 19,559 2,755 N/A September 2016 927,305 3,869 8,192 2,950 N/A October 2016 861,195 6,451 29,302 3,354 N/A November 2016 681,263 5,864 7,540 3,842 N/A December 2016 791,334 7,174 41,084 3,353 N/A January 2017 1,372,117 6,283 30,786 2,810 N/A February 2017 842,508 13,162 8,561 3,047 N/A March 2017 1,094,025 5,673 19,123 2,569 N/A April 2017 932,790 5,629 28,654 1,974 N/A B. Other requirements include: (1) Bank agrees Airport will not be required to maintain minimum balances in any of the accounts (2) Bank agrees to provide airport with daily balance and average daily balances of each account.

VALLEY INTERNATIONAL AIRPORT HARLINGEN, TEXAS For Contract Period July 1, 2017 through May 31, 2022 APPLICATION RESPONSE FORM BANK Estimated Fee Charged Monthly A. Description of Service Volume Per Unit Cost N/C - NO CHARGE N/A NOT AVAILABLE Account Maintenance 4 Wire Transfers 36/yr. Night depository bags w/locks 1 Bank statements w/canceled cks in numerical order on CD Rom 4 accounts Deposit slips Printed check stock: Operating Account Payroll Account PFC Account Special Account 200 triplicates 1,600/yr. 1,250/yr. 12/yr. 60/yr. Employee Payroll Direct Deposit As required Positive Pay Overdrafts Remote Deposit Capture As required As required As required

Travelers and cashier s checks As required Money wrappers, envelopes, Coin wrappers, etc. Coin counting service VALLEY INTERNATIONAL AIRPORT APPLICATION RESPONSE FORM CONT. As required As required Estimated Fee Charged Monthly Description of Service Volume Per Unit Cost Stop Payment requests Customer returned checks Transfers On Line Banking Credit Card Merchant Program 12/yr. 6/yr. 36/yr. As required As required Description of Other Fee Charged Monthly Services Available Per Unit Cost B. Fixed rate to be paid on all Airport deposits by the Bank during contract period:

C. Please identify key measures of your institutions financial strength, e.g., capital ratios, market capitalization, total assets and net income. VALLEY INTERNATIONAL AIRPORT APPLICATION RESPONSE FORM CONT. D. What is the deposit cut-off time to ensure same day ledger credit? E. List references from at least two current customers who use services similar to those requested by the Airport. 1. 2.

F. Please state whether your institution can comply with all aspects of the Airport s banking service requirements. If not, list all exceptions. VALLEY INTERNATIONAL AIRPORT APPLICATION RESPONSE FORM CONT. G. Please list below any other information, which you may want the Airport to consider. H. Please list any other services that may be available and the cost.

APPLICATION SUBMITTED BY: BANK NAME BANK ADDRESS PHONE NUMBER NAME OF BANK OFFICIAL SIGNATURE OF BANK OFFICIAL TITLE DATE PERSON DESIGNATED AS AIRPORT LIAISON: NAME TITLE ATTACHMENT A TEXAS PUBLIC FUNDS INVESTMENT ACT ACKNOWLEDGEMENT AND CERTIFICATION This Acknowledgement and Certification is executed on behalf of Valley International Airport (Airport) and (Bank) pursuant to the Public Funds Investment Act, Chapter 2256.005(k), Government Code (Act), in connection with investment transactions conducted between the Airport and Bank. The undersigned qualified representative of the Bank hereby certifies on behalf of the Bank that: 1. The undersigned qualified representative is duly authorized to execute this Acknowledgement and Certification; and, 2. The Bank has received and reviewed the investment policy provided by the Airport; and,

3. The Bank has implemented reasonable procedures and controls in an effort to preclude investment transactions conducted between the Airport and the Bank that are not authorized by the Airport s investment policy, except to the extent that this authorization is dependent on an analysis of the makeup of the Airport s entire portfolio or requires an interpretation of subjective investment standards. Signature of Qualified Representative: Name of Qualified Representative: Title of Qualified Representative: Date: PLEASE RETURN THIS FORM WITH THE APPLICATION RESPONSE FORM NOTICE OF INTENT TO SUBMIT APPLICATION FOR DEPOSITORY BANKING SERVICES If you intent on submitting an Application for Depository Banking Services, please complete this form and fax to Valley International Airport at (956) 430-8619.

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