REQUEST FOR PROPOSAL (RFP) FOR BANK DEPOSITORY SERVICES

REQUEST FOR PROPOSAL (RFP) FOR BANK DEPOSITORY SERVICES Number: PM-C003 Version: 1.4 Date: 04/05/07

Index I Background... 2 II Objective... 2 III Scope of Services... 2 D. OPTIONAL BANKING SERVICES... 12 IV - Fees and Charges... 12 V Term of Contract... 13 VI Proposal Requirements... 13 VII Amendments to RFP... 14 VIII Submissions of Proposals... 15 IX Restrictions on Communication... 16 X Evaluation Criteria... 17 XI - Award of Contract and Reservation of Rights... 17 XII Schedule of Events... 18 XIII Additional Provisions... 19 ATTACHMENT A Depository Services Provider QualificationGeneral Questionnaire... 22 ATTACHMENT B Litagation Disclosure... 23 ATTACHMENT C - SMALL, WOMEN, HUBZONE BUSINESS... 24 ATTACHMENT D - INDEMNIFICATION REQUIREMENTS... 30 ATTACHMENT E - CONFLICT OF INTEREST QUESTIONNAIRE... 31 ATTACHMENT F - CONTRACT COMPLIANCE STATEMENT & CONTRACT DOCUMENT... 34 ATTACHMENT G - COMPLIANCE WITH STATE LAW REGARDING PUBLIC INFORMATION.... 35 ATTACHMENT H - SIGNATURE PAGE... 38 ATTACHMENT I - PROPOSED BANKING FEES ATTACHMENT J - HISTORICAL BANKING INTEREST RATES 1

I Background The San Antonio River Authority (the River Authority) is requesting proposals for bank depository services. The anticipated contract start date is July 1, 2017. This Request for Proposal (RFP)represents the River Authority's cash management goals, specifies all required qualifications, the banking services required, the estimated activity volumes on all accounts, the method and terms of compensation, submission instructions and contract award provisions. All qualified institutions, as defined below, are invited to submit a proposal. Institutions responding to this Request for Proposal (RFP) must be insured through the Federal Deposit Insurance Corporation (FDIC) and must be able to demonstrate a capacity to meet the River Authority s requirements as stated in the RFP. II Objective Through this contract, the River Authority intends to minimize banking costs, improve operational efficiency and information flow, and maximize its investment capabilities. The banking services provided should allow the River Authority to conduct business operations effectively and economically. III Scope of Services A. AUTHORITY OVERVIEW The River Authority currently maintains two bank accounts. Description Type Average Collected Balance Operating DDA $5 million Insurance DDA $10,000 Most bank activity will occur in the Operating Account. Monthly accounts payable balance averages approximately $3.5 million, with an average of 250 checks and EFT transactions per month. The River Authority s average bi-weekly payroll for about 250 employees is approximately $560,000. All payroll payments are made as direct deposit transactions. Attachment I includes estimated service volumes for all services currently used based on historical volumes. Month by month are to be found in hidden columns on the Attachment. Remote deposit is used in one area in the Accounting Department. Deposits containing checks, coin and currency are taken to the bank by an employee. All checks are deposited (approximately 80 per month are deposited electronically using remote deposit technology. Administration handles all reconciliation on the accounts and only one set of statements will be required as well as on-line access. 2

This relationship will include safekeeping services for Authority owned securities and must include delivery versus payment (DVP) settlement. Any or all Authority funds may be maintained and invested by the River Authority outside this contract. All investment and balance decisions will be made by the River Authority. The River Authority will be under no obligation to maintain funds in the bank except under a compensating balance situation. Primary responsibility for administration of the banking services contract within the River Authority organization resides with the Accounting Manager who will monitor the bank s performance against provisions of the agreement, including the bank s proposal submitted in the response to this RFP and will be responsible for administering the contract with respect to day-to-day activities. A list of River Authority personnel authorized to deal directly with the bank will be provided following award of contract. The bank shall provide the River Authority with a similar list of authorized personnel. B. FINANCIAL INSTITUTION QUALIFICATIONS To be considered the proposal must include a complete response to each question in this Section. 1. In order to fulfill the River Authority s fiduciary responsibility to protect public funds, each bank submitting a proposal shall provide the following. a. Provide an audited annual financial statement (or link preferably) for the most recent fiscal period. b. The bank will be required to provide annual financial statements throughout the contract period. Confirm agreement to this condition. 2. Provide the bank s current CRA rating; noting the specific rating agency and the date of the last rating. 3. List references from at least three of the bank s current, comparable governmental clients. Include the length of time under contract, a client contact, title, and telephone number. 4. Provide the bank s current senior and subordinate debt ratings. If debt ratings are not issued, provide the bank s most recent bank rating from an independent rating service. The bank will be responsible for notifying the River Authority within thirty (30) days of any change in these ratings throughout the entire contract period. Confirm agreement to this condition. 5. Provide a proposed timeline for implementation of the contract including the timeline on specific activities and direct responsibilities of the River Authority and the Bank during implementation. The timeline should contain sufficient time for any customization and training necessary on automated systems in particular. 6. All service agreements executed for this contract will be subsidiary to the terms and fees set in this RFP and in the bank s response to the RFP. The bank must provide a copy of all agreements applicable to services proposed which will be required to be executed for services under the contract. Any changes and 3

negotiation required on the agreements will be made and agreed upon before award of the contract. 6. The bank awarded the contract will be required to review the River Authority s then-current Investment Policy and certify in writing to that review in accordance with the Texas Public Funds Investment Act certifying that the bank has sufficient controls in place to avoid transactions not authorized by the Policy. A copy of the current Investment Policy can be found online at www.sara-tx.org. Confirm agreement to this condition. 8. Service to the community and its citizens is a major focus of the River Authority. In this section, please describe the bank and its employee s involvement in giving back to the community through a discussion of your activities and corporate priorities. a. Is there a corporate focus on local communities and if so how has it been implemented? b. What level of community service does the bank and its employees contribute to San Antonio citizens and organizations? 9. Customer service is a critical element for the River Authority. a. What is distinctive about the bank s approach to customer service? b. How is River Authority service monitored at the holding company level? At the local level? 10. If the bank is offering any retention or transition incentives, detail and quantify as necessary. C. REQUIRED BANKING SERVICES To be considered, the proposal must include a response to each of the questions In Section VI and all associated fees must be detailed on Attachment I. All fees for all services anticipated must be detailed on the Attachment. Add any level of detail necessary for complete explanations. 1. Account Structure The River Authority is interested in assuring that idle funds are earning at the best, then-current interest rates available at all times. The River Authority may choose to employ either a compensating balance or fee basis as its payment method and shall have the right to change that method with reasonable notice to the bank. The River Authority has been using a compensating balance basis but is anticipating a change to a structured investment sweep structure to capture the best rates while minimizing collateral needs and regulatory fees. The River Authority is not requesting that the bank play a municipal advisory role in structuring the accounts and investment sweep. In the anticipated investment sweep a government, or enhanced government, money market fund would be used if it strives to maintain a $1 NAV. If the bank has a valid alternative to a SEC money market fund it should be presented. A repurchase agreement or an off-shore account are not acceptable as sweep investment vehicles. 4

The proposal should describe the bank's most cost effective methodology for creating an account structure with or without a sweep. Distribution of interest to the individual accounts is preferred. A history of net rates for any vehicle proposed will be required on Attachment J. The River Authority may be required or may desire to open additional accounts, or change account types during the contract period. If this occurs, the new accounts and their services shall be charged at the same contracted amount. a. Can the bank provide a ZBA structure? How many tiers of sub-accounts are possible? b. Describe your recommended account structure for the River Authority in today s rate environment. If the bank is proposing an alternative to investment sweeps detail fully. c. Can the bank provide an investment sweep structure? Fully describe the sweep mechanism(s). If a money market mutual fund is not to be used, describe the alternative fully along with any interest rate calculation. Detail any restrictions on the accounts. d. Are balances swept at close of the business day or on the next business day? If swept next day, how are balances collateralized? e. How is sweep activity reported? Is reporting on a daily or monthly basis? Describe and give examples. f. How is sweep interest applied and reported to the River Authority monthly? g. If an SEC registered money market fund is utilized for the proposal, include the full name and identification (including CUSIP and ticker symbol) of the fund along with a copy of the prospectus. The fund must strive to a $1 NAV. Provide today s rate from the fund. The River Authority requires on-line access to reporting. h. Will the bank charge a regulatory fee? What is the basis (percent or basis points)? If bank charges are discounted, is the regulatory fee also included in the discount calculation? i. Provide the proposed computation basis for (a) interest bearing and (b) money market accounts if rates are based on a set index or security (such as the 3- month Treasury Bill). j. State whether interest earnings from interest bearing accounts are charged to the account analysis and under which conditions. Is interest accrued from the investment sweep charged? Automated Cash Management Information Access The River Authority requires a single portal, automated cash management information to support its services and provide daily balance and transaction reporting. Flexibility will be critical to the usage. Online image access is required. a. Fully describe the bank s on-line service capabilities. List the system capabilities. b. What is the bank s back-up process to provide balance reporting and transaction input in case of system non-availability. What has been the system s percentage uptime in the past twelve months? c. What is the access time for prior day and intra-day balance information? d. Does the system provide full trailer information on wires and ACH for identification purposes? Is this information available on the main portal or does it require a separate EDI module? 5

e. Provide a website (and sign-on information if required) for an online review of the system. If a link is not available provide sample screen prints for each major information and input screen. f. Describe the system security protocols. Does the River Authority have complete administrative control for security access? g. What items are imaged and available online? h. How long are images retained online? Is optional extended availability available? If so, for what periods of time? i. Is a CD routinely issued? List the contents on the CD, if created. 3. Standard Deposit Services Standard commercial deposit services are required for all accounts. The River Authority uses remote deposit in one location. Cash and occasional non-cash deposits are made by an employee. Checks are not encoded. The River Authority requires same bank day credit on all cash (coin and currency) deposits and on-us checks. The River Authority accepts credit and debit cards. The primary merchant services provider is JP Morgan Chase. All cleared deposits received by the bank's established deadline must be processed for same day credit. The bank shall guarantee immediate credit on all incoming wire transfers, US Treasury checks, ACH transactions, on-us items, and U.S. government security maturities and coupon payments. Any expedited availability options should be noted in the proposal. Failure to credit Authority accounts in a timely fashion will require interest payment reimbursement to the River Authority at the then current daily Fed Funds rate. a. Is vault use required? If so, where is the vault located? b. What is the bank s daily cut-off time at branch locations at the vault? c. How and when are credit/debit advices sent to the River Authority? Are the advices made available online? d. When are online check images available: prior day and intra-day? e. What type deposit bags are used? Are these to be provided by the bank? f. Is deposit location tracking available? How is the information gathered and what access will the River Authority have to this information online or in reports? g. Is the bank offering expedited availability? Explain. Are any deposits or credits delayed for any reason? h. Include a list of all the bank's deposit locations. i. Describe the bank s standard NSF process. Are checks automatically redeposited? How many times? j. Does the bank provide re-presentment of NSF checks by ACH (RCK) by creating an ACH debit for a secondary presentment? Describe. k. Are the RCK resulting ACH re-presentments and collections linked for reconcilement purposes? Describe. l. Is NSF information available on-line? Describe. m. Price and report the total fees which would apply to the following sample deposit outlined below. (This does not reflect a normal River Authority deposit and is used for cost comparison purposes only.) The cost of the deposit would be $ at the vault and $ at a branch. 6

SAMPLE DEPOSIT: The sample deposit would be made (a) in four (4) tamper-proof deposit bags, (b) with strapped where possible as shown below, (c) with coins that are not rolled, (d) with tapes attached to bundled but not endorsed checks. The breakdown on the deposit is: Currency Denom. # Straps Loose $ Total $ $100 5 $300 $20,300 $50 6 $600 $15,600 $20 4 $340 $4,340 $10 9 $70 $4,570 $5 22 $175 $5,675 $1 50 $14 $2,514 $52,999 Coins $.25 $427 $.10 $114 $.05 $10 $.01 $2 $553 Checks 280 checks $140,252 $193,804 4. Remote Electronic Check Acceptance and Conversion The River Authority currently uses remote deposit at one location. The equipment used is a Digital Check Teller Scanner and is owned by the River Authority. On average, less than ten checks are processed daily. a. Describe the bank s current process and capabilities for remote capture. b. Provide a copy of the batch report. c. What is the final cut-off time for batches for same day processing? d. What options does the River Authority have in scanners? e. Is equipment available through the contract or on a lease? f. List the equipment required along with its approximate cost(s). 5. Standard Disbursing Services Standard disbursing services for one account is required to include the payment of all River Authority employee checks without charge upon presentation. The River Authority currently uses standard positive pay services. The River Authority prints check format and information simultaneously with an automated signature. Payments over $10,000 require two actual (wet) signatures (not done electronically) per River Authority policy. Information on check printing services is requested in Optional Services. 7

The River Authority will require positive pay services for all check-writing accounts. No special signature review requirements are being requested. An average of 250 accounts payable checks are written per month with a monthly average of $3.5 million. a. Does the bank offer extended image storage for checks? What time periods? b. Does the bank image all checks and return checks? c. Will the bank cash free of charge all on-us checks for Authority non-accountholder employees? 6. Positive Pay and Reconciliation To safeguard against fraudulent checks, positive pay is required. The positive pay process must be fully automated and web-based. Check information will normally be transmitted by batch but the River Authority requires the ability to manually enter checks through the bank portal. The River Authority prefers positive pay to be combined with partial reconciliation services. a. Does the bank have payee positive pay? b. Is input for manual checks all on-line through the portal? Does any action require paper backup or additional documentation? c. Can individual checks be removed from or changed on the positive pay file? How is this accomplished? d. Describe transmission requirements for data transfer. e. Are all OTC checks verified against the positive pay file before processing? How often is teller information updated? f. At what time is a positive pay exception reported to the River Authority? How is notification made? Is notification daily regardless of activity or only as exceptions are identified? g. At what time is a response from the River Authority on processing exceptions required? h. Describe the bank s services available under partial and full reconciliation. i. When are partial and full reconciliation reports available each month? Are all reports online and available for download? j. The River Authority uses the ONESolution (a Sungard product) financial system. Does the bank have any customers using this system? How much flexibility is there for bank systems to interface with the existing system? k. Is deposit reconciliation available? Describe fully. l. Provide a sample copy of reconciliation reports. The River Authority also requires the ability to download all bank transactions in a flat file (CSV comma delimited) in a format dictated by the River Authority. 7. Funds Transfer and Wire Services Incoming wire transfers must receive immediate same day collected credit. Online wire initiation is required. Online monitoring would be preferable. The River Authority will require compensation for delays caused by bank errors at that day s Fed Funds rate. a. Is online wire initiation and monitoring available? Describe. b. Is any paper transaction required on wire/transfer on-line transactions? c. Does the bank notify the River Authority of incoming wires? What is the specific notification mechanism? 8

d. Describe security protocols for wire initiation. Are multiple authorizations required? e. Is future dating of repetitive and non-repetitive wires available? How far in advance? f. Can internal bank transfers be future dated? g. State wire cut-off times. h. State the bank s policy on the use of ledger balances for outgoing wires in anticipation of daily security activity or incoming wires. 8. ACH Services ACH services are required. ACH is currently used for payroll and some vendor payments and transfers. Pre-noting will be required. a. Is ACH input available on-line as well as file transmission? Describe. b. What filters and blocks are available on the ACH transactions? Describe alternatives. c. Are ACH addenda shown in their entirety on-line and on reports? Is an additional EDI module required for viewing? d. State data transfer requirements and limitations. e. What is the deadline for transmission for a payroll to credit employee accounts on Friday? f. Does the bank require pre-funding on ACH or can the bank provide for the River Authority to be debited on settlement day? 9. Safekeeping Services The bank will be required to provide book-entry safekeeping services for securities owned by the River Authority. All Authority investments will be made by the River Authority and instructions for clearing and safekeeping will be given to the bank in writing. The River Authority may choose to purchase time deposits from the bank, but all time deposits will be competitively bid at the time of purchase. Safekeeping must be in the bank and not a brokerage subsidiary of the bank in order to assure securities are cleared on a delivery versus payment (DVP) basis. Ownership will be documented by confirmations or safe-keeping receipts provided within one business day of the transaction. Funds for investments will be drawn from a designated Authority DDA account. All income distributions must receive same day collected credit on the River Authority designated account without Authority action. All Authority investments are made on a competitive basis. The depository will not be eligible to become an authorized broker/dealer to Authority in order to perfect DVP. If the bank utilizes a correspondent bank for safekeeping of Authority securities, the transactions will be handled through the depository bank's systems and shall not require additional manual or online interaction by the River Authority with the correspondent bank. No delay in transactions, wires, or flow of funds will be acceptable under a correspondent relationship. a. Is the bank a member of the Federal Reserve and DTC? b. Will the bank be the safekeeping bank for Authority-owned securities? If not, name the correspondent bank to be used for clearing and safekeeping. Describe the transaction flow with the use of a correspondent bank if applicable. c. Can security transactions be input online? 9

d. Can positions and/or transactions be monitored on-line? e. Will safekeeping charges be hard-charged or put through the analysis? Does the River Authority have a choice in payment methodology? 10. Collateral Requirements Authorized collateral shall be pledged against the total time and demand deposits net of FDIC insurance with a 102% margin on the collateral maintained at all times by the bank. Authority requirements beyond the Public Funds Collateral Act must be met. The River Authority reserves the right to review any collateral pooling arrangements which may be established during the contract period by the bank. No assumption of its use should be made by the bank. The acceptable investment securities for collateral are: - Obligations of the United States, its agencies or instrumentalities, or evidence of indebtedness of the United States guaranteed as to principal and interest including MBS and CMO which pass the bank test. - Obligations of any US state or of a county, city or other political subdivision of any state having been rated as investment grade (investment rating no less than A or its equivalent) by two nationally recognized rating agencies. - Letter of Credit from the FHLB. Preference will be given to pledged securities. The proposal must state agreement to the following terms and conditions. All collateral pledged to the River Authority must be held in an independent, third party bank outside the bank s holding company. A safekeeping agreement shall be executed between the depository and the safekeeping bank for custody of pledged securities in full compliance with FIRREA requiring a bank resolution. (Or completion of Circular 7 if the Federal Reserve is acting as custodian.) All time and demand deposits will be collateralized at a minimum of 102% of principal plus accrued interest at all times, net of FDIC insurance. The bank will be contractually responsible for the daily monitoring and maintaining of collateral at the River Authority's required margin levels. Pledged collateral will be evidenced by original safekeeping receipts/report sent directly to the River Authority by the custodian within one business day. The River Authority shall receive a monthly report of collateral pledged including description, par, and CUSIP at a minimum. Substitution rights will be granted if the bank obtains the River Authority s prior approval and if substituting securities are received before previously pledged securities are removed from safekeeping. Substitution rights will be granted if the River Authority has daily online inquiry to the collateral positions. a. State the bank s acceptance of the collateral conditions above. Any exceptions to any condition must be detailed. b. Will the River Authority have online inquiry access to the collateral positions? c. Will there be a charge for collateral? d. Will monthly collateral reports come directly to the River Authority from the bank or the custodian? 10

11. Account Analysis A monthly account analysis is required for each account and on a relationship basis each month. Within five (5) business days after receipt of the monthly account analysis and approval of those fees by the River Authority, the bank may direct debit the designated account for fees due if payment is by fees, if applicable. A complete account analysis will be required monthly regardless of the payment basis. a. Provide a sample account analysis including calculation bases. b. When is the analysis available each month online? Is it downloadable? c. How long are analyses maintained online? d. Is the analysis on a monthly CD? 12. Monthly Statements A monthly statement is required on all accounts. All accounts are on a calendar monthly cycle. Timeliness of statements is critical and non-performance will be grounds for termination of contract. The River Authority does not require printed statements if on-line access is available. a. When are statements made available and downloadable online? b. Provide a sample statement. c. How long are statements available online? d. Are paper statements also available? Is there a fee for paper copies? e. Are statements on a monthly CD? 13. Account Executive To insure smooth contract implementation and continuation of services, a specific local account executive and a back-up must be assigned to the River Authority account to coordinate services and expedite the solution of any problem encountered. The account executive should be available to meet with Authority staff on banking matters as needed and at a minimum semi-annually. a. Provide the name and title of the proposed account executive and backup with short bios. b. How often does the representative plan to meet with the River Authority to review the account structure and services? 14. Overdrafts Every effort will be made to eliminate overdrafts. However, should this situation arise, state the bank s overdraft policy and detail rates and fees, if any. a. Are all accounts aggregated for overdraft calculation purposes? b. State the rate basis for overdrafts. c. Does the bank charge for daylight overdrafts? 15. Stop Payments The River Authority rarely has stop pays. An automated stop pay process is required. a. What stop pay periods are offered? What are the renewal periods? 11

b. What options are available for extended stop pay periods? c. What is the deadline for same day action on stop pays? d. Can stop pay orders be initiated and renewed on-line? Is a paper follow-up document required? e. Are all clearings including OTC verify against the stop pay file? How often is this teller file updated? f. What information on current and expiring stop pays is available on-line? When? How long? D. OPTIONAL BANKING SERVICES The proposal must include a response to each question in this section and all fees associated with the two services must be shown on Attachment I. If the service is not available respond as Not available. The River Authority continually investigates new services for use and possible inclusion under its banking services contract. The following services are not currently required but will be evaluated in terms of availability, feasibility, service levels, services provided and charges for current, or future, use under the contract. The River Authority will make its determination during the contract period as to whether a particular service will be used. If the service is initiated later in the contract period the services and charges stipulated in this proposal will be applied. If the bank currently does not offer the service but is planning to offer the service during the projected contract period, it should so stipulate along with the anticipated date of activation. 1. Check Printing Outsourced check writing is currently being considered by the River Authority. a. Does the bank have any program for check printing, i.e. utilizing a file from the River Authority for generation and mailing of Authority checks? Describe fully. b. What time frames and turn-around are available? How often are checks processed? E. Alternative Services This section should be used to describe any services, not addressed in the RFP, which the bank chooses to highlight for possible use by the River Authority. Any additional service should be described and costs delineated. IV - Fees and Charges The River Authority reserves the right to utilize either a fee basis or compensating balance basis (or a combination of each) for payment of services under the contract. The River Authority reserves the right to change the payment methodology during the contract period upon no less than 30 days written notice to the bank with the change commencing the first of the following month. This will enable the River Authority to 12

take advantage of changing interest rate environments. A complete account analysis will be required monthly regardless of the payment basis. All item and account charges will remain at the proposal price quoted for the duration of the first three years of the contract period regardless of changes in service volumes during the period. Renegotiation of fees may be considered for the two one-year extension period but any changes must be mutually agreed upon in writing by both parties. Should new services be required during the contract period not contemplated by this RFP, those services will be provided at fees not more than the bank s thencurrent published rate and approved by the River Authority. V Term of Contract The River Authority plans to execute a three (3) year bank depository services contract with options to renew for two successive one-year terms. The anticipated contract start date is July 1, 2017. VI Proposal Requirements To equitably evaluate each bank's ability to meet the banking service needs of the River Authority, a standard format for all proposals is required. A response must be given to each item in the RFP along with completion of Attachments A and B. Responses must be in the same order as the questions presented, stating acceptance of, modifications or additions to, or a statement of the inability to provide said service. Only proposals submitted in the prescribed format and using the provided Attachments will be considered and evaluated for contract award. Additional explanatory information may be included as part of a proposal. The RFP is being issued in electronic form along with its exhibits and attachments. Proposers are solely responsible for any inadvertent alteration to the RFP, its exhibits and attachments. Submission of the Proposal must be in written form. An electronic copy is to be provided for archival purposes. DEPOSITORY SERVICES PROVIDER s proposal shall include the following items in the following sequence. A. COVER LETTER: A cover letter must be signed by an individual authorized to bind the institution, state that the proposal is valid for 180 days from the submission date, and give full contact information regarding the proposal. B. EXECUTIVE SUMMARY: The summary shall include a statement of the work to be accomplished, how DEPOSITORY SERVICES PROVIDER proposes to accomplish and perform the services and unique problems perceived by DEPOSITORY SERVICES PROVIDER and their solutions. C. 1 DEPOSITORY SERVICES PROVIDER QUALIFICATION GENERAL QUESTIONNAIRE: Complete DEPOSITORY SERVICES PROVIDER Qualification General Questionnaire (Attachment A). D. LITIGATION DISCLOSURE. Completed Litigation Disclosure Form (Attachment B). If DEPOSITORY SERVICES PROVIDER is proposing as a team or joint venture, then all parties to that team or joint venture shall complete and return this form with the proposal. 1 Optional. You do not have to include this in the RFP. 13

E. SMALL, WOMEN, HUBZONE, DISADVANTAGED BUSINESSES: Complete the (Attachment J) regarding company ownership. F. BROCHURES: Include brochures and other relevant information about DEPOSITORY SERVICES PROVIDER considered by the RIVER AUTHORITY in its selection. G. REFERENCES AND QUALIFICATIONS: a. Background of DEPOSITORY SERVICES PROVIDER and support personnel, including professional qualifications as it relates to the scope of services contemplated by the RFP. b. Specific experience with public entity clients, for example; River Authorities, Water Districts or other governmental entities. If DEPOSITORY SERVICES PROVIDER is proposing as a team or joint venture, provide the same information for each member of the team or joint venture. c. Other resources, including total number of employees, number and location of offices, number and types of equipment available to support these services. d. DEPOSITORY SERVICES PROVIDER shall provide three (3) references, preferably from other governmental entities and/or River Authorities, for whom DEPOSITORY SERVICES PROVIDER has provided services. H. INDEMNITY REQUIREMENTS: Signed statement indicating DEPOSITORY SERVICES PROVIDER S willingness to accept and comply with the indemnification provisions described herein, if selected. (Attachment D) I. CONFLICT OF INTEREST QUESTIONNAIRE:(Attachment E) J. CONTRACT COMPLIANCE STATEMENT AND CONTRACT DOCUMENT: Signed statement indicating DEPOSITORY SERVICES PROVIDER S willingness and ability to comply with and execute a contract with the River Authority, if selected. (Attachment F) K. SIGNATURE PAGE: DEPOSITORY SERVICES PROVIDER must sign the proposal on the appropriate form. The proposal must be signed by a person authorized to bind the firm submitting the proposal. Proposals signed by a person other than an officer of the company or partner of the firm are to be accompanied by evidence of authority. (Attachment H) L. PROPOSAL CHECKLIST: Completed proposal checklist (Attachment I).DEPOSITORY SERVICES PROVIDER is expected to examine this RFP carefully, understand the terms and conditions for providing the services listed herein and respond completely. FAILURE TO COMPLETE AND PROVIDE ANY OF THESE DOCUMENTS MAY RESULT IN THE DEPOSITORY SERVICES PROVIDER S PROPOSAL BEING DEEMED NON-REPSONSIVE AND THEREFORE DISQUALIFIED FROM CONSIDERATION. VII Amendments to RFP Should amendments to the RFP become necessary, they will be made available on the River Authority s website under Contracting Opportunities. It is the responsibility of any DEPOSITORY SERVICES PROVIDER interested in submitting a proposal to check this website for amendments. 14

VIII Submissions of Proposals By submitting a proposal in response to this RFP, depositories will be deemed to agree to the mandatory contract and service provisions contained herein. This RFP and the proposal submitted will be incorporated into and form the basis of the bank depository services contract. Local Presence Required - The River Authority Board will consider proposals from banks doing business within the limits of Bexar County. The River Authority reserves its right to award a contract based upon its determination of the best interests of the River Authority in accordance with the RFP selection criteria. A. DEPOSITORY SERVICES PROVIDER shall submit two complete copies and one electronic copy of the Proposal, and an original signed in ink, in a sealed package, clearly marked on the front of the package RFP BANK DEPOSITORY SERVICES as per the instructions below. All Proposals must be received in the RIVER AUTHORITY no later than 2:00 p.m. central time, April 21, 2017 2:00 at the address below. Any Proposal received after this time will not be considered. The original, one complete copy and one electronic copy must be delivered to: Mailing Address: San Antonio River Authority, Attn: Purchasing Agent P.O. Box 839980 San Antonio, TX 78283-9980 Physical Address: San Antonio River Authority, Attn: Purchasing Agent 100 E. Guenther St. San Antonio, TX 78204 A second copy must be delivered by mail, express mail or in person to: Linda Patterson 512-320-5042 Patterson and Associates linda@patterson.net Barton Oaks Plaza II 901 South Mopac Ste 195 Austin, TX 78746 Proposals sent by facsimile or email will not be accepted. B. Proposal Format: Each proposal shall be typewritten. Each page shall be numbered. Each proposal must include the sections and attachments in the sequence listed C. DEPOSITORY SERVICES PROVIDERS who submit responses to this RFP shall correctly reveal, disclose, and state the true and correct name of the individual, proprietorship, corporation, and/or partnership (clearly identifying the responsible general partner and all other partners who would be associated with the contract, if any). No nick-names, abbreviations (unless part of the legal title), shortened or short-hand, or local "handles" will be accepted in lieu of the full, true and correct legal name of the entity. These names shall comport exactly with the corporate and franchise records of the Texas Secretary of State and Texas Comptroller of Public Accounts. Individuals and proprietorships, if 15

operating under other than an individual name, shall match with exact Assumed Name filings. Corporate DEPOSITORY SERVICES PROVIDERS and limited liability company DEPOSITORY SERVICES PROVIDERS shall include the 11-digit Comptroller's Taxpayer Number on the signature page of the Proposal. D. If an entity is found to have incorrectly or incompletely stated its name or failed to fully reveal its identity on the signature page of its proposal, the Director of Support Services shall have the discretion, at any point in the contracting process, to suspend consideration of the proposal. E. All provisions in DEPOSITORY SERVICES PROVIDER S proposal shall remain valid for one hundred eighty (180) days following the deadline date for submissions or, if a proposal is accepted, throughout the entire term of the contract. F. All proposals become the property of the River Authority upon receipt and will not be returned. Any information deemed to be confidential by DEPOSITORY SERVICES PROVIDER should be clearly noted on the page(s) where confidential information is contained; however, the River Authority cannot guarantee that it will not be compelled to disclose all or part of any public record under the Texas Public Information Act, since information deemed to be confidential by DEPOSITORY SERVICES PROVIDER may not be considered confidential under Texas law, or pursuant to a court order. G. Any cost or expense incurred by the DEPOSITORY SERVICES PROVIDER that is associated with the preparation of the Proposal, or short list interview, if any, or during any phase of the selection process, shall be borne solely by DEPOSITORY SERVICES PROVIDER. IX Restrictions on Communication Once the RFP has been released, DEPOSITORY SERVICES PROVIDERS are prohibited from communicating with the RIVER AUTHORITY staff regarding the RFP or Proposals, with the following exceptions: A) Questions concerning substantive RFP issues shall be directed, in writing only, to the Purchasing Agent, at srios@sara-tx.org. Verbal questions and explanations are not permitted other than for general nonsubstantive issues or as may be described by this section and during interviews, if any. It is suggested that all questions be sent by certified mail, return receipt requested; however, electronic submissions by e-mail or facsimile will be accepted at srios@sara-tx.org or 201-302-2688. No inquiries or questions will be answered if received after 12:00 P.M. on April 11, 2017, to allow ample time for distribution of answers and/or amendments to this RFP. B) DEPOSITORY SERVICES PROVIDER shall not contact the River Authority employees before an award has been made, except as set out herein. Violation of this provision by DEPOSITORY SERVICES PROVIDER may lead to disqualification of its proposal from consideration. C) Currently contracted vendors may communicate with the River Authority staff to continue working on active matters, but such communication shall not include discussions regarding this RFP. D) The River Authority reserves the right to contact any DEPOSITORY SERVICES PROVIDER for clarification after responses are opened and/or to further negotiate with any DEPOSITORY SERVICES PROVIDER if such is deemed desirable. 16

X Evaluation Criteria The RIVER AUTHORITY will conduct a comprehensive, fair and impartial evaluation of all proposals received in response to this RFP. The River Authority will use an outside consultant and may appoint a selection committee to perform the evaluation. Each Proposal will be analyzed to determine overall responsiveness and qualifications under the RFP. Criteria to be evaluated may include the items listed below. The selection committee may select all, some or none of the DEPOSITORY SERVICES PROVIDERS for interviews. If the RIVER AUTHORITY elects to conduct interviews, DEPOSITORY SERVICES PROVIDERS may be interviewed and re-scored based upon the same criteria, or other criteria to be determined by the consultant and selection committee. The River Authority reserves the right to select one, or more, or none of the DEPOSITORY SERVICES PROVIDERs to provide services. The proposer's understanding of the scope of services required includes demonstrated abilities to coordinate delivery of the services and an understanding of the needs and operational requirements of the River Authority. Award may not necessarily be made to the institution submitting the lowest price proposal. The River Authority will choose the institution submitting the most responsive overall proposal to satisfy its needs. Evaluation criteria: 30% -capability to provide services required 30% - banking services costs 10% - earnings potential 10% - creditworthiness and stability of the bank 10% - acceptable collateral 10% - local presence Local Presence Required - The River Authority Board will consider proposals from banks doing business within the limits of Bexar County. The River Authority reserves its right to award a contract based upon its determination of the best interests of the River Authority in accordance with the RFP selection criteria. A) Cost estimate submitted. XI - Award of Contract and Reservation of Rights A. The River Authority reserves the right to award one, more than one or no contract(s) in response to this RFP. B. The contract, if awarded, will be awarded to the DEPOSITORY SERVICES PROVIDER(s) whose proposal(s) is deemed most advantageous to the River Authority, as determined by the consultant and selection committee. C. The River Authority may accept any proposal in whole or in part. The River Authority may request additional information or require a meeting with bank representatives for clarification. If subsequent negotiations are conducted, they shall not constitute a rejection or alternate RFP on the part of the River Authority. D. The River Authority may modify, without notice, the evaluation structure and weighted criteria to accommodate additional considerations or information revealed through the evaluation process. 17

E. The River Authority reserves the right to accept one or more proposals or reject any or all proposals received in response to this RFP, and to waive defects, informalities and irregularities in the proposals received. The River Authority also reserves the right to terminate this RFP, and reissue a subsequent solicitation, and/or remedy technical errors in the RFP process. F. The River Authority will require the selected DEPOSITORY SERVICES PROVIDER(s) to execute a contract with the River Authority, no more than thirty (30) calendar days after the River Authority gives notice of award. No work shall commence until the contract document(s) is signed by the River Authority and DEPOSITORY SERVICES PROVIDER provides the necessary evidence of insurance as required in this RFP and the contract. Contract documents are not binding on the River Authority until reviewed by legal counsel. In the event the parties cannot negotiate and execute a contract within the time specified, the River Authority reserves the right to terminate negotiations with the selected DEPOSITORY SERVICES PROVIDER and commence negotiations with another DEPOSITORY SERVICES PROVIDER. G. This RFP does not commit the River Authority to enter into a contract, award any services related to this RFP, nor does it obligate the River Authority to pay any costs incurred in preparation or submission of a proposal or in anticipation of a contract. H. If selected, DEPOSITORY SERVICES PROVIDER will be required to comply with the Insurance and Indemnity Requirements established herein. I. If selected, DEPOSITORY SERVICES PROVIDER will be required to comply with all terms of the contract established herein. J. Conflicts of Interest. DEPOSITORY SERVICES PROVIDER acknowledges that it is informed that the DEPOSITORY SERVICES PROVIDER is required to warrant and certify that it, its officers, employees and agents are neither officers nor employees of the River Authority, as defined in the River Authority s Ethics Code. K. Independent Contractor. DEPOSITORY SERVICES PROVIDER agrees and understands that, if selected, it and all persons designated by it to provide services in connection with a contract, is and shall be deemed to be an independent contractor(s), responsible for its respective acts or omissions, and that the River Authority shall in no way be responsible for DEPOSITORY SERVICES PROVIDER S actions, and that none of the parties hereto will have authority to bind the others or to hold out to third parties, that it has such authority. XII Schedule of Events Following is a list of projected dates with respect to this RFP: (Add/delete/modify the contents of the following table) ACTIVITY DATE RFP Solicitation Period March 31 April 21, 2017 18

Questions Accepted Questions Answered Through 12:00 p.m. on April 11, 2017 April 14, 2017 Proposals Due 2:00 p.m. on April 21, 2017 Selection Committee established April 10, 2017 Board of Directors consideration of contract June 21, 2017 XIII Additional Provisions A. Ownership and Licenses In accordance with Texas law, DEPOSITORY SERVICES PROVIDER acknowledges and agrees that all local government records created or received in the transaction of official business or the creation or maintenance of which were paid for with public funds are declared to be public property and subject to the provisions of Chapter 201 of the Texas Local Government Code and Subchapter J, Chapter 441 of the Texas Government Code. Thus, no such local government records produced by or on the behalf of DEPOSITORY SERVICES PROVIDER pursuant to this contract shall be the subject of any copyright or proprietary claim by DEPOSITORY SERVICES PROVIDER. The term local government record as used herein shall mean any document, paper, letter, book, map, photograph, audio or video recording, microfilm, magnetic tape, electronic medium, or other information recording medium, regardless of physical form or characteristic and regardless of whether public access to it is open or restricted under the laws of the state, created or received by local government or any of its officers or employees pursuant to law including an ordinance, or in the transaction of official business. DEPOSITORY SERVICES PROVIDER acknowledges and agrees that all local government records, as described herein, produced in the course of the work required by any contract awarded pursuant to this RFP, will belong to and become the property of the River Authority. DEPOSITORY SERVICES PROVIDER, if awarded this contract, will be required to turn over to the River Authority, all such records as required by said contract. DEPOSITORY SERVICES PROVIDER, if awarded this contract, shall not, under any circumstances, release any records created during the course of performance of the contract to any entity without the River Authority s written permission, unless required to do so by a Court of competent jurisdiction. In accordance herewith, DEPOSITORY SERVICES PROVIDER, if selected, agrees to comply with all applicable federal, state and local laws, rules and regulations governing documents and ownership, access and retention thereof. B. Certifications DEPOSITORY SERVICES PROVIDER warrants and certifies that DEPOSITORY SERVICES 19

PROVIDER and any other person designated to provide services hereunder has the requisite training, license and/or certification to provide said services, and meets all competence standards promulgated by all other authoritative bodies, as applicable to the services provided herein. D. Intellectual Property If selected, DEPOSITORY SERVICES PROVIDER agrees to abide by the following regarding intellectual property rights: DEPOSITORY SERVICES PROVIDER shall pay all royalties and licensing fees. DEPOSITORY SERVICES PROVIDER shall hold the River Authority harmless and indemnify the River Authority from the payment of any royalties, damages, losses or expenses including attorney's fees for suits, claims or otherwise, growing out of infringement or alleged infringement of copyrights, patents, materials and methods used in the project. It shall defend all suits for infringement of any Intellectual Property rights. Further, if DEPOSITORY SERVICES PROVIDER has reason to believe that the design, service, process or product specified is an infringement of an Intellectual Property right, it shall promptly give such information to the River Authority. Upon receipt of notification that a third party claims that the program(s), hardware or both the program(s) and the hardware infringe upon any United States patent or copyright, DEPOSITORY SERVICES PROVIDER will immediately: 1. Either: a) obtain, at DEPOSITORY SERVICES PROVIDER'S sole expense, the necessary license(s) or rights that would allow the River Authority to continue using the programs, hardware, or both the programs and hardware, as the case may be, or, b) alter the programs, hardware, or both the programs and hardware so that the alleged infringement is eliminated, and c) reimburse the River Authority for any expenses incurred by the River Authority to implement emergency backup measures if the River Authority is prevented from using the programs, hardware, or both the programs and hardware while the dispute is pending. 2. DEPOSITORY SERVICES PROVIDER further agrees to: a) assume the defense of any claim, suit, or proceeding brought against the River Authority for infringement of any United States patent or copyright arising from the use and/or sale of the equipment or software under this contract, b) assume the expense of such defense, including costs of investigations, reasonable attorneys' fees, expert witness fees, damages, and any other litigation-related expenses, and c) indemnify the River Authority against any monetary damages and/or costs awarded in such suit; Provided that: DEPOSITORY SERVICES PROVIDER is given sole and exclusive control of all negotiations relative to the settlement thereof, but that DEPOSITORY SERVICES PROVIDER agrees to consult with the River Authority legal counsel during such defense or negotiations and make good faith effort to 20