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Response deadline: June 17, 2016 no later than 12:00 noon prevailing time

READING AREA WATER

AUTHORITY REQUEST FOR PROPOSAL

BANKING SERVICES

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TABLE OF CONTENTS SECTION 1 – INTRODUCTION ................................................................................................................................... 3 A . S u m m ar y o f RF P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 B . Government Background and Objectives ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 C. Timeline for Procurement Process ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 D. Minimum Bank Qualifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 E . Terms and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 SECTION 2 – SCOPE OF BANKING SERVICES ...................................................................................... 9 A. Wire Transfer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 B. ACH .............................................................................................................................. 10 C. Over the Counter Deposits ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 D. Disbursement Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 E. Overdraft Processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 F. Stop Payment Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 G. Monthly Statements and Account Analysis .................................... 12 H. Online Banking Services ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 I . Electronic Services ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 J . Investment Services ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 K. Option Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 SECTION 3 – BANKING SERVICE FEES ................................................................................................................. 17 SECTION 4 – PROPOSALS ............................................................................................................................................ 18 SECTION 5 – PROPOSAL SUBMISSION ................................................................................................................................. 21 SECTION 6 – SELECTION .............................................................................................................................................. 22

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SECTION 1 - INTRODUCTION

A. Summary of RFP The Reading Area Water Authority, Berks County, Pennsylvania, is currently seeking proposals from qualified financial institutions interested in providing comprehensive banking services. The Authority intends, but is not required, to maintain all banking services with one institution in order to maximize its cash flow as well as to minimize its administrative costs. The primary objective of requesting proposals is for the Authority to determine which bank can offer the highest quality of service at the most reasonable cost. This process also provides the Authority the opportunity to explore alternative procedural methods that could improve its banking, cash management and customer service capabilities. We encourage you to be creative and educational in your responses. Format must be consistent with the requirements of the RFP. The Authority desires check protection (positive pay) services. If you believe that your proposed solution of services would be beneficial to the Authority, we invite you to offer them. Please provide options that may create efficiencies, make improvements, and take advantage of new, applicable technologies. The Authority intends to establish a three-year contract with the selected financial institution. The conditions of the proposal must remain valid for a minimum contract term of three years. The Authority may, but is not required to, issue an RFP for banking services at the end of the term and may negotiate an extension of the then-existing agreement at that time. Either party may cancel the contract for any reason within 90 days written notice. Should the bank prematurely terminate the contract, all of the Authority’s costs to establish a new banking agreement will be the responsibility of the terminating bank. The Authority also reserves the right to cancel its Banking Service Agreement without a 90-day notice if the bank ceases to be a qualified public depository or if the bank is sold, or merged with another bank. Also, the Authority can terminate the agreement immediately should information be received relating to the dwindling creditworthiness of the bank or adverse changes to the portfolio collateralizing our funds held by the bank.

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Sealed proposals for banking services including all attachments and appendixes shall be submitted by 12:00 Noon on June 17, 2016 in two 8 1/2” x 11” paper copies and one electronic copy in .pdf format to: Gery Fisher, Vice Chairman/Finance Committee The Reading Area Water Authority 1801 Kutztown Road Reading, PA 19604 Note: All Sealed Proposals must be marked on the outside of the envelope: Sealed Proposal for Banking Services The sealed proposals must be received by 12:00 Noon prevailing time on June 17, 2016. Proposals received after this date and time will not be considered. Please include the original and one photocopy, plus an electronic copy in pdf format. Questions or requests for clarification may be directed to Sandra Kieffer, at Sandra.Kieffer@readingareawater.com.

B. Government Background and Objectives The Reading Area Water Authority was established on May 20, 1994, and is a body corporate and politic, organized under the Municipal Authorities Act. The Authority has been incorporated pursuant to appropriate action of the governing body of the City of Reading, Berks County, Pennsylvania (the “City”) and exists under and is governed by the Act. The Authority has the power to, among other things, acquire, hold, construct, improve, maintain and operate water filtration plants, trunk lines and water distribution systems.. The governing body of the Authority is a Board consisting of seven (7) members appointed by City of Reading. The terms of the members of the Authority are staggered so that the term of one member expires each year. Members of the Authority may be re-appointed. Monthly Board meetings are held on the second Tuesday and fourth Thursdays of the month at 4:30 PM at 1801 Kutztown Rd, Reading, PA 19604. The Authority currently operates three main bank accounts, the general fund, or Lockbox account, the Capital account and the Escrow account. For vendor payments, all vendor disbursements are made

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from the general fund account via check, unless the expenses are for capital projects, then they are paid from the Capital account. Most Customer payments are received through the general fund, or Lockbox account. Payroll is outsourced, but all payroll funds are automatically deducted from the general fund account via ACH from our payroll vendor. Other agents who collect payments on the Authority’s behalf also deposit payments via EFT/ACH into the general fund, or Lockbox account. Our Escrow account holds escrow payments from contractors for projects. The objective of this RFP is to identify and select the bank that can provide the highest quality services and best value to the Authority and our customers. The Authority is interested in obtaining the best mix of services to meet our specific banking needs. The goal of this RFP is to select the banking institution that can: (1) best consolidate the bulk of Authority banking services in order to take advantage of economies of scale in cash management and to reduce aggregate costs; (2) maximize invested funds by utilizing state of the art cash management techniques; and (3) provide for the safe, timely, and convenient collection and deposit of Authority funds. The Authority is soliciting proposals from qualified banking institutions to provide the various core banking services, including: checking accounts; saving accounts; wire transfers; custodial services; and on-line banking services. An important aspect of this proposal is to obtain market rates of interest on all funds held in our accounts, with limited associated risks. The Water Authority is both authorized and limited to the investment of excess funds by the Pennsylvania Code. Also, the code allows the Authority to authorize the collateralization of our funds to be pooled with the collateral of other public bodies in accordance with Act 72 of 1971 and the United States Treasury Circular No. 92 (as of November 1971). The Authority requires that all funds in excess of the FDIC insurance level will be collateralized in accordance with Act 72. The annual budgeted expenses for 2016 are $ 34,683,808.86 from all funds, supported by water revenue and related fees, and other miscellaneous income. Fulton Bank currently provides most banking services to the Authority. Daily deposits are transported to the bank each day, but with no set time schedule. The Authority currently maintains the following accounts at Fulton:

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Accounts Balance as of 3/31/16 Capital Fund Reserve $ 3,366,580.00

Accounts Balance as of 3/31/16 General Fund/Lockbox (Main Account) $ 4,115,442.40 Capital Projects Fund $12,016,648.96 Escrow Fund $326,227.57 The Authority also maintains the following funds in reserve at Fulton Bank:

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C. Timeline for Procurement Process (brief) The Authority has made every effort to include enough information in this RFP for a bank to prepare a responsive proposal. A brief timeline is presented below: TIMELINE

Issue RFP ........................................................................................................................................ May 16, 2016 Cutoff for Submission of Written Questions ...................... June 3, 2016 Deadline for Submission of Proposal ............................................ June 17, 2016 Proposal Review .................................................................................. through June 29, 2016 Board of Directors Meeting June 30, 2016 Notice of Intent to Award a Contract ................................................ July 6, 2016 Commencement of Service ................ as soon as practicable thereafter D. Minimum Bank Qualifications The following is a list of the Authority’s minimum requirements in order for a bank to be considered:

• A banking corporation must be authorized to do business in the state. • A banking corporation must have branch(es) within 5 miles of the Authority office building. • A banking corporation must comply with federal, state and local laws. • A banking corporation must have ability to comply with Act 72. • A banking corporation must submit rating agency rating. • A banking corporation must submit Community Reinvestment Act (CRA) rating.

E. Terms and Conditions This is not a competitive bid situation and, therefore, the Authority is not required to award this contract in accordance with the laws governing competitive bidding requirements. Any agreement for banking services as a result of this RFP is in no way intended to grant or guarantee an exclusive banking services relationship between the Authority and the selected bank. Submission of a proposal constitutes express acceptance by the bank of all provisions of this RFP unless otherwise specified in the Bank’s proposal.

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The Water Authority is interested in establishing a stable relationship with the successful bank. To do this, we would like to develop an agreement with an initial term of three (3)years . The contract may be terminated by either party with a 90-day written notice. Should the bank prematurely terminate the contract, all of the Authority’s costs to establish a new banking agreement will be the responsibility of the terminating bank. Also, the Water Authority can terminate the agreement immediately should information be received relating to the dwindling creditworthiness of the bank or adverse changes to the portfolio collateralizing our funds held by the bank. The Authority also reserves the right to cancel its Banking Service Agreement without a 90-day notice if the bank ceases to be a qualified public depository or if the bank is sold, or merged with another bank. The Authority will not be responsible for any costs associated with the preparation, submittal or presentation of any proposal. All proposals and other material submitted become the property of the Authority and may be returned only at the Authority’s option. Information contained in the proposals will not be disclosed to any person other than elected or appointed officials of the Authority, employees and other consultants of the Authority during the evaluation process. Under Pennsylvania’s “Right to Know” laws, public records are required to be open to reasonable inspection. All proposal information will be held in confidence during the evaluation process and prior to the time the Board of Directors takes action to award a contract, at which time the winning proposal becomes public information. Copies of said public records may be requested through the Office of the Authority Right-To-Know Officer. Material considered confidential by the bank must be clearly identified and the bank must include a brief statement that sets out the reasons for confidentiality. The final determination about what constitutes a public record rests solely with the Authority. While the Authority has no duty to go through a formal bidding process, the Authority nevertheless expressly reserves and may, at its sole discretion, exercise the following rights with respect to this RFP and all proposals submitted pursuant to this RFP: 1. To reject all proposals and re-issue the RFP at any time prior to execution of a final contractor to cancel this RFP with or without issuing another RFP. 2. To require, in any RFP for similar products and/or services that may be issued subsequent to this RFP, terms and conditions that are substantially different from the terms and conditions set forth in this RFP;

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3. To reject any proposal if, in the Authority’s sole discretion, the proposal is incomplete, the proposal is not responsive to the requirements of this RFP, the bank does not meet the qualification requirements set forth in this RFP or it is otherwise determined to be in the best interest of the Authority to reject the proposal. 4. To supplement, amend, substitute or otherwise modify this RFP at any time prior to the execution of a final contract, including the timeline. 5. To accept or reject any or all of the items in any proposal and award a contract for the whole or only a part of any proposal if the Authority determines, in its sole discretion, that it is in the Authority’s best interest to do so. 6. To reject the proposal of any bank that, in the Authority’s sole judgment, is financially or technically incapable or is otherwise deemed to not be a responsible institution. 7. To waive any informality, defect, non-responsiveness and/or deviation from this RFP that is not, in the Authority’s sole judgment, material to the proposal. 8. To permit or reject, at the Authority’s sole discretion, amendments (including information inadvertently omitted), modifications, alterations, and/or corrections to proposals by one or more of the Banks following proposal submission up to the time of final approval by the Board of Directors. 9. To request that one or more of the Banks modify their proposals or provide additional information. 10. To request additional or clarifying information from any Bank at any time, including information inadvertently omitted. 11. To require that Bank representatives appear for interview and/or presentations of their proposals at Authority offices. 12. To require references from the banks current clients where they provide similar services as sought in this RFP. 13. To conduct such investigations as the Authority considers appropriate with respect to the qualifications of any Bank and with respect to the information contained in any proposal.

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SECTION 2 – SCOPE OF BANKING SERVICES It is the Authority’s intent to select a bank that can provide high-level Banking Services at the most reasonable cost. The selected institution shall be designated as the Authority’s main depository. The Authority is interested in obtaining check protection (positive pay) services, and remote deposit. Any additional services the banking institution may provide that are not specifically outlined within this Request for Proposal and/or recommendations regarding alternative and innovative approaches that would enhance operational efficiency should be included in the proposal, and whether those services are complimentary or fee based. The following section will outline the various services desired by the Authority (denoted in terms of required or optional). For the understanding of proposing banks, the Authority will include 6 months of statements for existing services by the Authority. In addition, the Authority asks all banks to please describe any products not specifically mentioned in the RFP that the bank believes would be beneficial to the Authority. A. Wire Transfer Services (required) The Authority occasionally utilizes wire transfers to move funds between financial institutions for investment and debt service purposes. The bank will be notified prior to noon by telephone by a designated person(s) from the Authority of any wire transfers that day. The Authority intends to consider these in coming wire transfers as “available for investment” either by the Authority or by the bank through the concentration account investment vehicle. The Authority will not accept the requirement of going to a local branch to initiate a wire transfer. Please describe the following services:

• Policy on daylight overdrafts, including aggregation of accounts and wire deadlines. • Ability of government to initiate and monitor wire transfers online. • Ability to create and store recurring/repetitive wire instructions/templates. • Ability to create and store future-dated wire instructions. • Security measures for wire initiation and approval.

B. ACH (required) Currently, the Water Authority uses an average of 63 ACH debits and 126 ACH credits per month. The Authority makes payment of federal and state withholding taxes with ACH debit from the General Fund account, or Lockbox.

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Deposits received via ACH should require no prior notification of the bank and should be available for withdrawal immediately. Proposal banks must provide ACH services for both debit and credit transactions. The Authority requires that it receive pre-notification on all ACH transactions taking place in advance of the ACH transaction being completed. The Water Authority requires the ability to generate ACH transactions. In addition, the Authority requires all proposing banks to provide the Authority with an in-depth, monthly statement of all ACH transactions, via PDF. In their proposals, Banks should include information regarding ACH: • Methods of transmission • Cut-off times • Security features related to processing direct deposits • Pre-notification policy and cost • Re-presentment of checks (RCK) through ACH on a specific date • Security measures for ACH initiation/origination and ACH reception (ACH filters and blocks)

C. Over the Counter Deposits (required) The Authority collects various revenues for which checks are received for payment. . The check-clearing time is vital in an effective cash management system. Uncollected funds are not available for immediate investment. With the understanding that most checks received by the Authority are drawn on local banks, we require same day availability of all “On Us” and local banks deposits received by the bank. Deposits accepted or received by 4:00 p.m. shall be credited to the account on the same day. The daily net usable balance of funds, after allowing for uncollected funds, shall receive interest overnight. Please provide us with your check-clearing method and policy for checks that are drawn on other than local banks to identify the time it will take for the deposited funds to become collected and available for investment. If your bank does not provide same day availability on “On Us” and local checks, please detail the policy in your response. D. Disbursement Services (required) The Authority currently has demand deposit type accounts through which all deposits are made, checks written, ACH, and wire transfer transactions take place. Checks are issued for accounts payable usually two times each month, with an average of 1,787 checks issued per year from the General Fund, 609 from the Capital Fund and 16 from the Escrow Fund.

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The bank will furnish the Authority with additional checking accounts as needed including personalized and pre-numbered checks and deposit slips at no additional charge. No charges of any type will ever be made directly to any of these special accounts. The Authority pays its employees every 2 weeks. The Authority’s payroll is outsourced and prepared by Advanced Payroll Systems (APS). The payroll is prepared by Wednesday 3 p.m. and the Authority pays its employees on Friday. The Authority direct deposits payroll to all employees, excluding the pre-check process for new employees. Information is sent to our financial institution for processing two (2) business days prior to transfer date. The Authority requires the following for direct deposit: • No funds may be withdrawn from the account prior to the effective date. • The Authority will not utilize any bank provided software for any part of the payroll process, since APS can produce standard ACH files for the Authority. Please indicate the communication methods and technology necessary for the Authority to transmit direct deposit information to the bank. Response must include any deviation from the Authority requirements. Payroll is prepared bi-weekly each month for up to 77 full time employees, with approximately 104 ACH payroll transactions performed annually. The Authority currently uses the General Fund or Lockbox account for processing payroll.

E. Overdraft Processing (required) The Water Authority will attempt to minimize overdraft situations; however, there may be times overdrafts may occur even though this has never happened in the past. We expect the bank to verbally notify the Authority so that we can quickly react to fund the account so as to avoid bouncing employee and vendor checks. In addition, the Authority requests that all banks include a description of the overdraft processing services they provide, including: (a) rate basis for overdrafts; (b) rate basis and definition of “daylight overdrafts”; and, (c) whether accounts are aggregated for calculation/fee purposes. Customer Overdraft Processing – The Authority requests that all banks include a description of their overdrafts on NSF checks deposited to Authority accounts. Include how many times the bank will run/proves a check, in the instance of an overdraft. F. Stop Payment Services (required) Proposing banks must be able to provide stop payment services for the Authority upon contract appointment and initiation. The Authority requests that all banks describe their

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stop payment services including: (a) online stop payment services; (b) confirmation requirements; and (c) duration of stop payments (e.g. four months, six months, etc.) and renewal processing options. G. Monthly Statements and Account Analysis (required) The Authority requires monthly account statements that begin on the first day of the month and end on the last day of the month. Statements must show a listing of deposits and withdrawals, with detail, and the amount of interest earned on interest-bearing accounts within five (5) business days after month end. These reports should be available via internet and web banking with applicable software and security features within a few days after the end of the month. Additional requirements:

• Numeric check sorting will be completed by the bank • Imaging of cancelled checks both front and back is required and available online. • If the bank has a standard reconciliation product, please provide a detailed description as well as any differentiating characteristics. • Also, provide a full range of modes of communication possible with your product and any enhancements that are available to reduce time and/or costs, improve check fraud prevention, streamline data presentation, etc. This information

should be submitted as a separate addendum to the RFP response. The Authority requires a full account analysis on a monthly basis. The format for the analysis should be designed to accommodate the information contained in the contract. The analysis must identify the quantity, unit charge, and extended price for all items charged. The earnings credit for collected balances and earnings rate shall be shown on the analysis. The bank shall deliver the Account Analysis Statement to the Authority no later than fifteen (15) calendar days following the end of the statement period. Please describe the following account services: • What is the proposing bank’s resolution process? • What is the duration report images are maintained online? • When will reports be made available and through what medium (e.g. online, email)? Further, the Authority requires a system that the bank provides that will allow us to obtain an electronic listing of cleared checks from the bank via the Internet or compact disc (CD). The information transmitted must include check number, account, and date paid and a physical image of both sides of the check. This electronic listing of cleared checks must be in a format that will allow the file to be uploaded electronically into our accounting information system. This would allow us to simplify our bank reconciliation process by electronically updating our outstanding checklist.

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The bank shall, on a monthly basis, provide a report of pooled collateral in the banks Act 72 account. H. Online Banking Services (required) The Authority requires a full array of on-line banking services such as the ability to view the daily activity within each bank account, status of checks, stop-payments, on-line wire transfers, etc. The system should be secure, easy to use and web-enabled. In addition, the Authority requests that banks provide a detailed description of their on-line services and their ability to provide the following basic services: Reporting

• Daily balance reporting – summary • Daily balance reporting – detail (with check detail and images) • Daily ACH and wire will full addenda information • Current day reporting • Intra-day reporting (real time or delayed), optional Execution of Transactions • Transfers between accounts • Initiation of wire transfers • Initiation of stop payment orders • Positive pay actions including time requirements • Initiation of ACH transactions; recurring ACH debit collection or credit transactions • Maintenance of wire transfer templates • Stale-dating of checks • EDI services, remote collection, controlled disbursement • Confirmations availability and format Internal Controls • Online cleared check information and images • Multi-level security administration requirements • Positive pay reports (including imaging of exception items) • Management access training for the Authority’s system administrator

I. Electronic Services (required) In addition to addressing all services previously described, the Authority wishes to evaluate how business may be conducted through the bank via electronic services. Please describe your financial institution’s ability to provide the following services via a secure Internet site system: • Previous day and historical balance and transaction reporting

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• Current day reporting of all electronic transactions (wire and ACH) and check presentment reports on a Controlled Disbursement Account • Reporting on returned deposits, returned ACHs, returned wires and Notification of Charges (NOCs) • Initiation of book transfers, repetitive Fed wire, and non-repetitive Fed wires • Maintenance of repetitive book and Fed wire instructions • Submission of stop payment • Review of previous day or historical check images • Bank Automated Interchange (BAI) or other file type downloads of paid checks Included in this information should be complete details of fees and prices for each service. It is anticipated that significant savings on stop payment and transactions initiation could be achieved by utilizing such systems. Also included should be a detailed description of recommended Authority technology necessary to utilize these services.

J. Investment Services (required) An effective and efficient cash management system accelerates receipts of funds, delays disbursement of funds, and minimizes idle cash balances. Each of these objectives has been discussed previously within this RFP. However, a truly exceptional system should be measured on the full investment of cash at market rates with very little or no risk associated with the program. Since banks have so many differing investment products, please provide your detailed proposal for the investing of all funds. These suggestions must include the following information: 1. The method used to fully collaterize our account balance in excess of FDIC. The Authority is extremely conservative in its approach to collateralization and is bound by statutory requirements. The Authority requires that: a. the collateral will be marked to market at least once per month; b. the market value of the collateral will be at least equal to 102% of the amount of the applicable public deposits (in excess of the FDIC insurance limits); c. the collateral will consist solely of either full faith and credit obligations of the United States Government or fixed rate obligations of agencies or instrumentalities of the United States Government; d. the collateral will be held by the custodian in a separately designated Act 72 pledge account (the “Act 72 Account”); e. in accordance with Section 6 of Act 72, the bank will provide a monthly report to the depositor regarding the aggregate applicable public deposits being secured by the collateral, a listing of the collateral, and the market value of the collateral (the bank will determine the value of collateral in good faith based on recognized valuation sources).

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2. Explain the calculation of earnings on a monthly basis (i.e. 360-365 day basis, average daily balance, average monthly rate of earnings, calculated daily based on daily rate and daily balance). 3. Provide description of the amount of cash balance on which the interest calculation is based such as collected funds and reserve amounts. 4. Any additional information you deem necessary for the Authority to fully understand your suggested investment vehicle. K. Optional Services The Authority is interested in instituting and/or continuing the following services and requests that your bank provide information concerning availability and cost. Services include:

• Acceptance of Water Authority Customer Payment at branch locations • Positive Pay • Purchase Card Services • Remote Deposit Services • Lockbox • Payment Card Services • Account Reconciliation Services • Bank Credit Card • Employee banking services, such as free checking with no minimum balance requirements These services are not a requirement of contract by the Authority, but the information allows the Authority to understand more about the bank’s abilities. If a service is not provided by the bank, please mark “Services Not Provided.”

SECTION 3 – BANKING SERVICE FEES The Authority is looking for the most cost effective and economical method to pay for banking services and will consider the use of a compensating balance or a direct charge on a per item cost for services rendered. Banks are asked to investigate the various methods available and then propose one method and provide a detailed response explaining the selected method proposed and the benefits.

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SECTION 4 – PROPOSALS Any inquiries regarding this RFP should be made in writing to Sandra Kieffer via email to Sandra.Kieffer@readingareawater.com no later than June 3, 2016. Any additional information provided as a result of bank inquiries will be shared with all participating banks. Proposals must be prepared in an 8.5” x 11” vertical format. All pages must be numbered and the font size must be at least 11 point. Failure to submit a proposal in the manner specified may result in disqualification. The Authority discourages overly lengthy and costly proposals; however, banks should follow the format and provide all of the information requested with tabs arranged in the order listed below: Tab 1 - Introduction Cover Letter (maximum of two (2) typed pages, one side) signed by the person(s) authorized to enter into a contract that contains: a. A statement that the bank has a clear understanding of the services and terms of the RFP together with an acknowledgement of all addenda received. b. A statement that the bank has the interest, qualifications and capability to expertly provide the services requested. c. Describes whether there are any deviations from the services requested in the RFP. d. Disclose whether the bank is currently or has been since January 1, 2005 under the management supervision of any federal or state regulatory agency. e. Disclose whether it has been acquired by another bank since January 1, 2008, or is currently in negotiations to be acquired or to purchase another financial institution. Form of Proposal – Attachment A completed in its entirety and signed by an individual who has actual authority to commit the bank to the proposal. Relationship Management - All banks submitting a proposal must have a branch geographically located near the Authority. Each bank will provide the address and operating hours of the bank’s branch, at which the Authority would most regularly conduct business. Also, please provide a contact list for those individuals responsible for managing the Authority relationship.

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Tab 2 - Banking Services Provide a comprehensive narrative that describes how they propose to serve the needs of the Authority. Include the types of accounts; collection system; disbursement system; overdraft protection; account statements; electronic reporting capabilities. Tab 3 – Cash Management and Service Fees Cash Management - Describe how the bank will maximize earnings on the Authority funds. Respond to all of the items contained under the heading “Investment Services” contained in the RFP. Service Fees - Specify the bank’s preferred method of compensation for all services offered and then describe how these fees are paid. Describe any additional fees that will be charged in addition to the compensation for services such as overdraft fee, cost for checks and deposit slips, etc. Note: No fees will be paid for services that are not specified in this section. Example of Investment Results vs. Fees – Using the proposed investment vehicle and the service fees cited above, provide a calculation of the monthly and annual net earnings or costs to the Authority assuming an average monthly balance in all accounts of $16,000,000. Cost Proposal Form – Attachment B completed in its entirety and signed by an individual who has actual authority to commit the bank to the proposal.

Tab 4 - Optional Services Describe the banks recommendation together with all associated costs and other requirements to provide the listed optional services listed in Section 2 – K. If the Bank believes that there are additional services that could benefit the Authority they should describe such proposals and their benefits here. Each description must also contain all associated expense of implementation, ongoing maintenance and use. Optional Services Proposal Form – Attachment C completed in its entirety and signed by an individual who has actual authority to commit the bank to the proposal. Tab 5 - Transition Schedule Provide a detailed narrative that describes how the Authority’s existing banking services and any optional or alternate services selected will be transitioned to the services proposed by the bank. Assume that the successful bank will receive a notice to proceed on or about July 6, 2016. Please specify what the Authority and the bank will be responsible to perform together with all costs.

Tab 6 -References List and describe your bank’s experience providing general banking services to at least three current municipal entities that are similar or larger in size and function to the Water Authority. For each client, list their name; reference contact name, address and telephone number; and a brief summary of services provided.

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Tab 7 – Bank Credit Please include copies of your last two (2) years of independent audited financial statements, including Auditor’s Opinion; balance sheet; income statement; statement of changes in financial position; and notes to the financial statement. The successful bank is required to provide the Authority with subsequent annual audit reports as they become available. Each bank shall submit the following ratios based on the most recent Uniform Bank Performance Report or equivalent statement: primary capital to total assets; equity growth to asset growth; loan loss reserves to total loans; and percent of non-performing loans. Tab 8 - Additional Information Additional information and Exhibits (optional), not to exceed ten (10) one sided 8 1/2” x 11” pages or five (5) double sided 8 1/2” x 11” pages may be included at the discretion of the submitting bank.

SECTION 5 - PROPOSAL SUBMISSION Sealed proposals for banking services including all attachments and appendixes shall be submitted in two 8 1/2” x 11” paper copies and one electronic copy in .pdf format to: Gery Fisher, Vice Chairman/Finance Committee The Reading Area Water Authority 1801 Kutztown Road Reading, PA 19604 Note: All Sealed Proposals must be marked on the outside of the envelope: Sealed Proposal for Banking Services The sealed proposals must be received by 12:00 Noon prevailing time on June 17, 2016. Proposals received after this date and time will not be considered. SECTION 6 – SELECTION The Authority will evaluate each proposal received based on the following criteria:

• Responsiveness to the RFP in a clear and concise manner • Creditworthiness • Investment of Funds • Cost and Flexibility of Services • Ability to Provide Services Efficiently and Effectively through Automation

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• Funds Deposited and Collateralized in Accordance with all Federal, State and Local Laws, and in accordance with the further limitations in this request as they relate to collateralization requirements • References from other governmental clients • Bank Branch proximity to Authority Office • Interest rate and/or earnings credit rate paid on all time deposit accounts. • Overall best value for the Authority as determined by the Authority.