REQUEST FOR PROPOSALS NO - c.ymcdn.comc.ymcdn.com/.../resource/resmgr/Files/CityofPaloAltoBanking-RFP.pdf · Request for Proposal (RFP) ... Vendor Information Security Assessment

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Administrative Services Department Treasury Division

Request for Proposal (RFP) Number 151491 for Professional Services

Title: Banking, Merchant, Safekeeping (Custodial),

Purchasing Card, and Related Services

Pre-proposal Meeting Monday, September 16, 2013 @ 1:00 pm Teleconference RFP submittal deadline: Tuesday, October 8, 2013 @ 3:00 pm Contract Administrator: Christopher D. Anastole (Email address) [email protected]

CITY OF PALO ALTO PURCHASING/CONTRACT ADMINISTRATION

250 HAMILTON AVENUE PALO ALTO, CA 94301

(650) 329-2271

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City of Palo Alto, RFP 151491 Professional Services, Rev. Nov. 1, 2011

TABLE OF CONTENTS

Introduction……………………………………………………………………………………. 3

Attachments…………………………………………………………………………………… 4

Instructions to Proposers (Includes Pre-Proposal Conference Information)……..… 5

Proposed Tentative Timeline………………………………………………………………… 7

Information to be Submitted…………………………………………………………………. 8

Contract Type and Method of Payment…………………………………………………….. 11

Review and Selection Process……………………………………………………………… 12

Consultant Interviews………………………………………………………………………… 14

Public Nature of Materials…………………………………………………………………… 14

Collusion……………………………………………………………………………………….. 14

Disqualification………………………………………………………………………………… 15

Non-Confirming Proposal……………………………………………………………………. 15

Gratuities…………………………………………………………………………………….… 15

Firms or Person Not Eligible To Submit A Proposal……………………………………… 15

Attachment A - Proposer’s Information Form……………………………………………… 16

Attachment B - Scope of Work/Service…………………………………………………….. 18

A. General Requirements (Service Group 1)..…………………………………....... 18

B. Depository Services (Service Group 1 and 2)…………………………………… 21

C. Electronic Funds Transfers (Service Group 1-con’t)…………………….……... 24

D. Disbursement Services (Service Group 1 and 3-con’t) …. …………………… 26

E. Merchant Card Services (Service Group 4)…………………………….…...….. 30

F. Web Services (All Service Groups)…………………………………………...… 32

G. Investment and Safekeeping (Custodial) Services (Service Group 5)……….. 33

H. Purchasing (Credit) Card (aka P-Card) (Service Group 6)…………………….. 34

I. Conversion Plan (All Service Groups)………………………………………….. 36

J. Local Community Involvement…………………………………………………….. 37

K. Other Banking Related Services or Enhancement Services…………………… 37

Attachment C – Sample Agreement………………………………………………………… 38

Attachment C-1- Software as a Service Security and Privacy – Terms and Conditions 47

Attachment D – Sample Table Format……………………………………………….…….. 51

Attachment E-1 – General Banking and Lockbox Submission Form………………....... 52

Attachment E-2 – Safekeeping/Custodial Services Submission Form………………….. 56

Attachment F – Insurance Requirements………………………………………………….. 57

Attachment G – Vendor Information Security Assessment (VISA) Questionnaire…..… 59

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REQUEST FOR PROPOSAL (RFP) NO. 151491 FOR PROFESSIONAL SERVICES

TITLE: BANKING, MERCHANT, SAFEKEEPING (CUSTODIAL), PURCHASING

CARD, AND RELATED SERVICES:

1. INTRODUCTION

The City of Palo Alto is seeking proposals from qualified firms (“Proposers”) to provide professional services for Banking, Safekeeping and related Financial Services (“Services”). The required Services and performance conditions are described in the Scope of Work/Services. The City intends to establish a six year contract. The City encourages Proposers to submit the most competitive proposal possible, offering the highest quality of service and enhancements to improve our current management of cash flow at a competitive price. While much of the information provided in this RFP is based upon current services, it is the City’s desire to maximize the use of automated and electronic technology services to improve our banking, cash management, custodial and customer service capabilities without sacrificing internal controls especially in the areas of account reconciliation, direct deposit, positive pay, lockbox remittance services, automated bill payment, and automated banking. Of equal consideration is a service-oriented and responsive relationship with the selected Proposer(s). The City seeks an institution that demonstrates a strong commitment to customer service by demonstration of its services and products in addition to cost savings. We encourage you to be creative and educational in your responses. While your format must be consistent with the requirements of this RFP, if you believe that alternative solutions would be beneficial to the City, we invite you to include them in your proposal. Please provide options that may create efficiencies, process improvements, and/or take advantage of new, applicable technologies. The investment activities of the City will in no way be affected by the appointment of an institution to handle the City’s regular depository and custody accounts. All investment activities will continue to be handled by the City’s Treasurer and/or his designee. Each proposing firm should clearly state in a cover letter to the proposal the Service Group(s) (defined in section # 5 - page 8) it is proposing to provide.

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2. ATTACHMENTS

The attachments below are included with this Request for Proposals (RFP) for your review and submittal (see footnotes):

Attachment A - Proposer’s Information Form (page 16) (1) Attachment B - Scope of Work/Services (page 18) Attachment C - Sample Agreement for Professional Services (page 38) Attachment C-1- Software as a Service Security and Privacy – Terms and

Conditions (page 47) Attachment D - Sample Table, Qualifications of Firm Relative to City’s

Needs (page 51) Attachment E-1 - Cost Proposal Format for General Banking and Lockbox

Services (Service Groups 1 and 2 – defined in section # 5 – page 8) (page 52)

Attachment E-2 - Cost Proposal Format for Safekeeping/Custodial Service

(Service Group 5) (page 56) Attachment F - Insurance Requirement (page 57) Attachment G - Vendor Information Security Assessment (VISA)

Questionnaire (page 59) (2)

(1) Shall be filled out, signed by the appropriate representative of the company and returned with each submittal.

(2) This attachment is only to be filled out by the finalist(s). The City will notify

when you need to complete and submit this form; for now it’s provide as an informational item, however, should you have an exception to filling this form or parts of it, that should be stated in “5.7 Chapter 7 – Proposal Exceptions” (page 10).

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3. INSTRUCTIONS TO PROPOSERS

3.1 Pre-proposal Conference

A pre-proposal conference will be held. All prospective Proposers can participate either via conference call or in person. All prospective Proposers are strongly encouraged to participate

Date: Monday, September 16, 2013 Start Time: 1:00 pm Location: City Hall, 250 Hamilton Avenue, Palo Alto, CA 94301

City Council Conference Room (1ST Floor next to City Council Chambers)

Conference Call Information

Call Number: (605) 475-4800 Access Code: 707751*

Also, Proposers have the ability to submit their questions and/or request RFP clarifications in writing (further described in section 3.3 – page 6)

3.2 Examination of Proposal Documents

The submission of a proposal shall be deemed a representation and certification by the Proposer that they:

3.2.1 Have carefully read and fully understand the information that was

provided by the City to serve as the basis for submission of this proposal.

3.2.2 Have the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted.

3.2.3 Represent that all information contained in the proposal is true and correct.

3.2.4 Did not, in any way: collude, conspire to agree, directly or indirectly,

with any person, firm, corporation or other Proposer in regard to the amount, terms or conditions of this proposal.

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3.2.5 Acknowledge that the City has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by Proposer, and Proposer hereby grants the City permission to make these inquiries, and to provide any and all related documentation in a timely manner.

No request for modification of the proposal shall be considered after its submission on grounds that Proposer was not fully informed to any fact or condition.

3.3 Addenda/Clarifications Should discrepancies or omissions be found in this RFP or should there be

a need to clarify this RFP, questions or comments regarding this RFP must be put in writing and received by the City no later than 1:00 p.m., Monday, September 30, 2013. Correspondence shall be e-mailed to Christopher D. Anastole, Contract Administrator, at [email protected].

Responses from the City will be communicated in writing to all recipients of

this RFP. Inquiries received after the date and time stated will not be accepted and will be returned to senders without response. All addenda shall become a part of this RFP and shall be acknowledged on the Proposer’s Form.

The City shall not be responsible for nor be bound by any oral instructions,

interpretations or explanations issued by the City or its representatives. 3.4 Submission of Proposals All proposals shall be submitted to:

City of Palo Alto Purchasing and Contract Administration 250 Hamilton Avenue, Mail Stop MB Palo Alto, CA 94301

Proposals must be delivered no later than 3:00 p.m. on Tuesday, October 8, 2013. All proposals received after that time will be returned to the Proposer unopened. The Proposer shall submit 8 copies of its proposal in a sealed envelope, addressed as noted above, bearing the Proposer’s name and address clearly marked, “RFP NO. 151491 FOR PROFESSIONAL SERVICES: BANKING, MERCHANT, SAFEKEEPING (CUSTODIAL), PURCHASING CARD, AND RELATED SERVICES:

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3.5 Withdrawal of Proposals

A Proposer may withdraw its proposal at any time before the expiration of the time for submission of proposals as provided in the RFP by delivering a written request for withdrawal signed by, or on behalf of, the Proposer.

3.6 Rights of the City of Palo Alto

This RFP does not commit the City to enter into a contract, nor does it obligate the City to pay for any costs incurred in preparation and submission of proposals or in anticipation of a contract. The City reserves the right to:

Make the selection based on its sole discretion;

Reject any and all proposals;

Issue subsequent Requests for Proposals;

Postpone opening for its own convenience;

Remedy technical errors in the Request for Proposals process;

Approve or disapprove the use of particular subconsultants;

Negotiate with any, all or none of the Proposers;

Accept other than the lowest offer;

Waive informalities and irregularities in the Proposals and/or

Enter into an agreement with another Proposer in the event the originally selected Proposer defaults or fails to execute an agreement with the City.

An agreement shall not be binding or valid with the City unless and until it is executed by authorized representatives of the City and of the Proposer.

4. PROPOSED TENTATIVE TIMELINE

The tentative RFP timeline is as follows:

RFP Issued September 3, 2013

Pre-Proposal Meeting 1:00 PM, Monday, Sept. 16, 2013

Deadline for Questions and Clarifications 1:00 PM, Monday, Sept. 30, 2013

City to respond to Questions and Clarifications Thursday, Oct. 3, 2013

Proposals Due 3:00 PM, Tuesday, Oct. 8, 2013

Finalists Identified Week of October 21, 2013

Consultant Interviews Week of Nov. 4 & 11, 2013

Consultant Selection and Contract Preparation Week of December 9, 2013

Contract Awarded by City Council January 20, 2013

Contract Begins February 1, 2014

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5. INFORMATION TO BE SUBMITTED (to be submitted in this order only)

These instructions outline the guidelines governing the format and content of the proposal and the approach to be used in its development and presentation. The intent of the RFP is to encourage responses that clearly communicate the Proposer’s understanding of the City’s requirements and its approach to successfully provide the products and/or services. Only that information which is essential to an understanding and evaluation of the proposal should be submitted. Items not specifically and explicitly related to the RFP and proposal, (e.g. brochures, marketing material, etc.) will not be considered in the evaluation. The City intends to select one or more financial institutions to provide the required services. To facilitate the evaluation of proposals, the services have been divided into five Service Groups as listed below. Firms may propose to provide one or more of these services.

Group Number Service

Service Group 1 General Banking (includes Accounts Payable Check Issuance)

Service Group 2 Lockbox Service

Service Group 3 Accounts Payable Payment Solution(s) *

Service Group 4 Merchant Service

Service Group 5 Investment Safekeeping (Custodial) Service

Service Group 6 Purchase (Credit) Card (aka P-Card)

* Service Group 3 doesn’t represent basic Accounts Payable (A/P) check issuance

(that’s included in Service Group 1). It represents solutions such as ACH, electronic

card payments with revenue share, and/or comprehensive solution including but not

limited to using Proposer’s system to process A/P payments in all payment methods

including check issuance (further discussed in Attachment B, Section D, item # 7).

Highlight or state cost reduction, if any, in Service Group 1 due to Service Group 3

proposal.

All proposals shall address the following items in the order listed below and shall be numbered 1 through 8 in the proposal document.

5.1 Chapter 1 – Proposal Summary

This Chapter shall discuss the highlights, key features and distinguishing points of the Proposal. A separate sheet shall include a list of individuals and contacts for this Proposal and how to communicate with them. Keep this chapter brief and to the point.

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5.2 Chapter 2 – Profile on the Proposing Firm(s) This Chapter shall include a brief description of the Prime Proposer’s firm size as well as the proposed local organization structure. Include a discussion of the Prime Proposer firm’s financial stability, capacity and resources. Include all other firms participating in the Proposal, including similar information about the firms. Additionally, this section shall include a listing of any lawsuit or litigation and the result of that action resulting from (a) any public project undertaken by the Proposer or by its subcontractors where litigation is still pending or has occurred within the last five years or (b) any type of project where claims or settlements were paid by the consultant or its insurers within the last five years.

5.3 Chapter 3 – Qualifications of the Firm This Chapter shall include a brief description of the Proposer’s and sub-Proposer’s qualifications and previous experience on similar or related projects. Provide in a table format (see Sample Table, Attachment D – page 51) descriptions of pertinent project experience with other public municipalities and private sector that includes a summary of the work performed, the total project cost, the percentage of work the firm was responsible for, the period over which the work was completed, and the name, title, and phone number of client’s to be contacted for references. Give a brief statement of the firm’s adherence to the implementation schedule and budget for the project. This chapter shall include information regarding any relationships with firms and/or individuals who may submit proposals in response to the RFPs being developed.

5.4 Chapter 4 – Work Plan or Proposal

This Chapter shall present a well-conceived service plan. Include a full description of major tasks and subtasks. This section of the proposal shall establish that the Proposer understands the City’s objectives and work requirements and Proposer’s ability to satisfy those objectives and requirements. Succinctly describe the proposed approach for addressing the required services and the firm’s ability to meet the City’s schedule, outlining the approach that would be undertaken in providing the requested services.

5.5 Chapter 5 – Proposed Innovations The Proposer may also suggest technical or procedural innovations that have been used successfully on other engagements and which may provide the City with better service delivery. In this Chapter discuss any ideas, innovative approaches, or specific new concepts included in the Proposal that would provide benefit to the City.

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5.6 Chapter 6 – Project Staffing This Chapter shall discuss how the Proposer would propose to staff this project for both implementation and on-going support. Key project team members shall be identified by name, title and specific responsibilities on the project. An organizational chart for the project team and resumes for key Proposer personnel shall be included. Key personnel will be an important factor considered by the committee of City staff (Selection Committee). Changes in key personnel may be cause for rejection of the proposal.

5.7 Chapter 7 – Proposal Exceptions

This Chapter shall discuss any exceptions or requested changes that Proposer has to the City’s RFP conditions, requirements and sample contract. If there are no exceptions noted, it is assumed the Proposer will accept all conditions and requirements identified in the Attachment C –“Sample Agreement for Services” and Attachment C-1 “Software as a Service Security and Privacy – Terms and Conditions” (page 38 and 47). Also, when notified to do so, the Proposer is willing to complete the Attachment G questionnaire (page 59). Items not excepted will not be open to later negotiation.

5.8 Chapter 8 – Proposal Costs Sheet and Rates

The fee information is relevant to a determination of whether the fee is fair and reasonable in light of the services to be provided. Provision of this information assists the City in determining the firm’s understanding of the project, and provides staff with tools to negotiate the cost, provide in a table as follows:

a. Service Group 1 and 2 (General Banking and Lockbox) – Use Attachment E-1 (page 52)

b. Service Group 3 and 4 (Accts. Payable Payment Solution and Merchant Service) – Proposer can use own format (service statics are provided in Attachment B, item D, # 7 and item E, respectively – page 29 and 30)

c. Service Group 5 (Investment Safekeeping or Custody Service) - Use Attachment E-2 (page 56)

d. Service Group 6 (Purchase (Credit) Card or P-Card)- Proposer can use own format (service statics are provided in Attachment B, section H – page 34)

This Chapter shall include the proposed costs to provide the services desired. Include any other cost and price information that would be contained in a potential agreement with the City. The hourly, activity based and/or fixed rate may be used for pricing the cost of additional services outlined in the Scope of Work.

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PLEASE NOTE: The City of Palo Alto does not pay for services before it receives them. Therefore, do not propose contract terms that call for upfront payments or deposits.

6. CONTRACT TYPE AND METHOD OF PAYMENT

It is anticipated that the agreement resulting from this solicitation, if awarded, will be hourly, activity based and/or fixed or in the case of purchase (credit) card (aka P-Card) a revenue share or rebate form of contract. A Sample Agreement of Services is provided as Attachment C. The fees shall include all costs associated with providing the service. Proposers shall be prepared to accept the terms and conditions of the Agreement, included in Attachment C (Sample Agreement - page 38), and Attachment F (Insurance Requirement – page 57). If a Proposer desires to take exception to the Agreement, Proposer shall provide the following information in 5.7 (Chapter 7 –Proposal Exceptions – page 10) of their submittal package. Please include the following:

Proposer shall clearly identify each proposed change to the Agreement, including all relevant Attachments, sections, and, if applicable, line items.

Proposer shall furnish the reasons for, as well as specific recommendations, for alternative language.

The above factors will be taken into account in evaluating proposals. Proposals that take substantial exceptions to the proposed Agreement may be determined by the City, at its sole discretion, to be unacceptable and no longer considered for award.

Insurance Requirements The selected Proposer(s), at Proposer’s sole cost and expense and for the full term of the Agreement or any extension thereof, shall obtain and maintain, at a minimum, all of the insurance requirements outlined in Attachment F (page 57).

All policies, endorsements, certificates and/or binders shall be subject to the approval of the Risk Manager of the City of Palo Alto as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the Risk Manager. The selected Proposer agrees to provide the City with a copy of said policies, certificates and/or endorsement upon award of contract.

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7. REVIEW AND SELECTION PROCESS A committee of City staff (Selection Committee) will evaluate the proposals provided based, but not limited to, on the following criteria (randomly listed, order of item does not denote importance):

7.1 REQUEST FOR PROPOSAL (RFP) COMPLETENESS AND QUALITY -

Completeness of all proposal requirements, conditions and instructions are met as set forth in the RFP for each service.

7.2 PROVIDE THE REQIRED SERVICES - Understanding the service needs

and requirements of the City (as set forth in the Scope and Work/Services) and ability to provide these services in an efficient and effective manner. Evaluation also includes on-going support structure. For example, having a dedicated experienced individual(s) would be viewed more favorably than a “call center” approach whereby City staff is randomly assigned different customer service staff.

7.3 PROPOSER’S EXPERIENCE AND FINANCIAL STRENGTH – Firm

experience, including the Proposer’s stability, resources, qualifications, and relevant experience and/or record of past performance in implementing and delivering such services to local governments with like-kind operations located within the State of California. Evaluation of financial strength and capacity will be based upon information including but not limited to the following data, all of which must be supplied by the respondent:

• Total assets • Liquid assets, as a percentage of total assets • Gross loans, as a percentage of total assets • Loan loss reserves, as a percentage of total assets • Borrowed funds, as a percentage of total assets • Equity capital, as a percentage of total assets • Return on assets

Attached to the proposal, the respondent must submit a copy of its audited financial statements and annual reports for the past two years. Please include your most current Standard & Poor’s and Moody’s credit ratings or any other ratings available for your institution. We are also requesting a two year history of your Earnings Credit Rate (“ECR”), along with an explanation of your ECR determination.

7.4 CITY TERMS - Proposer’s acceptance of the City’s contractual terms and

conditions, as applicable. 7.5 COST – Total (direct) cost of Proposer’s proposal or for P-Card total rebate.

Also, the Proposer’s willingness to annually review contract fees and/or rates to see if there are opportunities to pass some of the savings (in the form of lower fees to the City) the Proposer is likely to realize during the duration of this contract due to improvements and efficiencies to the Proposer’s operations.

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7.6 CONVERSION PLAN - The thoroughness of the conversion plan to ensure

a smooth and timely transition. For example, conversion plan that includes major milestones, estimated duration for each task and City’s role and responsibilities will be viewed more favorably. Evaluation will also consider the skills and experience of Proposer’s personnel that will be assigned to the conversion team.

7.7 SERVICE ENHANCEMENTS - Based on the information provided in the

RFP and your firm’s knowledge of the public sector, please describe any services or technological enhancements, not previously mentioned, that should be considered for further improving the efficiency of the City’s treasury management operations and/or reducing the cost of services. While much of the information provided in this RFP is based upon current services, it is the City’s desire to maximize the use of automated and electronic technology services to improve our banking, cash management, custodial and customer service capabilities.

7.8 TECHNOLOGY - Evaluation of both service and infrastructure capabilities

and experience. Service area includes the ease of use and functionality (e.g. obtain bank activity reports, timeliness of when information/reports are available on-line, how robust is the inquiry abilities, on-line portal self-administration capabilities, ability to do activities like wire transfers, uploading/downloading files to and from City’s SAP system to bank, stop payment, etc.). Infrastructure (aka IT Infrastructure) is by method which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

7.9 LOCAL COMMUNITY INVOLVEMENT - Consider the Proposer’s

involvement in the local and/or regional community and demonstration of how it’s a partner in improving the livability of community for its residents and visitors.

The selection committee will make a recommendation to the awarding authority. The acceptance of the proposal will be evidenced by written Notice of Award from the City’s Purchasing/Contract Administration Division to the successful Proposer

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8. CONSULTANT INTERVIEWS Finalists will be required to participate in an oral interview. The oral interview will be a panel comprised of members of the Selection Committee and key “subject matter expert” staff (e.g. SAP and IT security staff, etc.). The interview will be for the purpose of presenting the project team, discussing the scope of work, reviewing factors considered in the preparation of the proposal, and/or on-site software/product demonstrations. The City will select the proposal which best fulfills its requirements. Overall responsiveness to the Request for Proposals is an important factor in the evaluation process.

Each Proposer’s time slot for oral interviews will be determined randomly with reasonable consideration of Proposer’s availability during the interview timeframe. Proposers who are selected shall make every effort to attend. If representatives of the City experience difficulty on the part of any Proposer in scheduling a time for the oral interview, it may result in disqualification from further consideration.

9. PUBLIC NATURE OF MATERIALS

Responses to this RFP become the exclusive property of the City of Palo Alto. All proposals received in response to this RFP becomes a matter of public record and shall be regarded as public records, with the exception of those elements in each proposal which are defined by the Proposer as business or trade secrets and plainly marked as “Confidential,” “Trade Secret,” or “Proprietary”. The City shall not in any way be liable or responsible for the disclosure of any such proposal or portions thereof, if they are not plainly marked as “Confidential,” “Trade Secret,” or “Proprietary” or if disclosure is required under the Public Records Act. Any proposal which contains language purporting to render all or significant portions of the proposal “Confidential,” “Trade Secret,” or “Proprietary” shall be regarded as non-responsive. Although the California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure, the City of Palo Alto may not accept or approve that the information that a Proposer submits is a trade secret. If a request is made for information marked “Confidential,” “Trade Secret,” or “Proprietary,” the City shall provide the Proposer who submitted the information with reasonable notice to allow the Proposer to seek protection from disclosure by a court of competent jurisdiction.

10. COLLUSION

By submitting a proposal, each Proposer represents and warrants that its proposal is genuine and not a sham or collusive or made in the interest of or on behalf of any person not named therein; that the Proposer has not directly induced or solicited any other person to submit a sham proposal or any other person to refrain from submitting a proposal; and that the Proposer has not in any manner sought collusion to secure any improper advantage over any other person submitting a proposal.

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11. DISQUALIFICATION

Factors such as, but not limited to, any of the following may be considered just cause to disqualify a proposal without further consideration:

11.1 Evidence of collusion, directly or indirectly, among Proposers in regard to the amount, terms or conditions of this proposal;

11.2 Any attempt to improperly influence any member of the evaluation team;

11.3 Existence of any lawsuit, unresolved contractual claim or dispute between Proposer and the City;

11.4 Evidence of incorrect information submitted as part of the proposal;

11.5 Evidence of Proposer’s inability to successfully complete the responsibilities and obligation of the proposal; and

11.6 Proposer’s default under any previous agreement with the City, which results in termination of the Agreement.

12. NON-CONFORMING PROPOSAL

A proposal shall be prepared and submitted in accordance with the provisions of these RFP instructions and specifications. Any alteration, omission, addition, variance, or limitation of, from or to a proposal may be sufficient grounds for non-acceptance of the proposal, at the sole discretion of the City.

13. GRATUITIES

No person shall offer, give or agree to give any City employee any gratuity, discount or offer of employment in connection with the award of contract by the city. No city employee shall solicit, demand, accept or agree to accept from any other person a gratuity, discount or offer of employment in connection with a city contract.

14. FIRMS OR PERSONS NOT ELIGIBLE TO SUBMIT A PROPOSAL

In order to avoid any conflict of interest or perception of a conflict or interest, Proposer(s) selected to provide professional services under this RFP will be subject to the following requirements:

14.1 The Proposer(s) who works on the procurement will be precluded from

submitting proposals or bids as a prime contractor or subcontractor in the ultimate procurement.

14.2 The Proposer(s) may not have interest in any potential Proposer for the ultimate procurement.

~ End of Section ~

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Attachment A Proposer’s Information Form

PROPOSER (please print): Name: __________________________________________________________ Address: __________________________________________________________ Telephone: _______________________ Email: ____________________________ Contact person, title, email, and telephone: ___________________________________ _____________________________________________________________________ Proposer, if selected, intends to carry on the business as (check one): Individual Joint Venture Partnership Corporation When incorporated? ______________ In what state? _______________ When authorized to do business in California? _______

Other (explain):____________________________________________________ ADDENDA

To assure that all Proposers have received each addendum, check the appropriate box(es) below. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal:

Addendum number(s) received: 1; 2; 3; 4; 5; 6; Or, _____ _____No Addendum/Addenda Were Received (check and initial). 2 PROPOSER’S SIGNATURE No proposal shall be accepted which has not been signed in ink in the appropriate space below:

By signing below, the submission of a proposal shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining to the RFP process, its procedures and requirements, and they have read and understand the RFP. No request for modification of the proposal shall be considered after its submission on the grounds that the Proposer was not fully informed as to any fact or condition.

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Attachment A (con’t)

1. If Proposer is INDIVIDUAL, sign here

Date:______________ _____________________________________ Proposer’s Signature _____________________________________ Proposer’s typed name and title 2. If Proposer is PARTNERSHIP or JOINT VENTURE; at least two (2) Partners shall

sign here:

________________________________________________ Partnership or Joint Venture Name (type or print)

Date:______________ _____________________________________

Member of the Partnership or Joint Venture signature

Date:______________ _____________________________________ Member of the Partnership or Joint Venture signature

3. If Proposer is a CORPORATION, the duly authorized officer shall sign as follows:

The undersigned certify that he/she is respectively: _________________________________ and ___________________________ Signature Title Of the corporation named below; that they are designated to sign the Proposal Cost Form by resolution (attach a certified copy, with corporate seal, if applicable, notarized as to its authenticity or Secretary’s certificate of authorization) for and on behalf of the below named CORPORATION, and that they are authorized to execute same for and on behalf of said CORPORATION. ______________________________________ Corporation Name (type or print) By:______________________________________ Date: _________________ Title:__________________________________________

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Attachment B

SCOPE OF WORK/SERVICES (Requirements and Specifications)

RFP 151491 BANKING, MERCHANT, SAFEKEEPING (CUSTODIAL), PURCHASING CARD, AND

RELATED SERVICES:

The City intends to select one or more institution to provide the requested services. To facilitate the evaluation of proposals, the services have been divided into five Service Groups as listed below. Firms may propose to provide one or more of these services.

Group Number Service

Service Group 1 General Banking (includes Accounts Payable Check Issuance)

Service Group 2 Lockbox Service

Service Group 3 Accounts Payable Payment Solution(s) *

Service Group 4 Merchant Service

Service Group 5 Investment Safekeeping (Custodial) Service

Service Group 6 Purchase (Credit) Card (aka P-Card)

* Service Group 3 doesn’t represent basic Accounts Payable (A/P) check issuance (that’s

included in Service Group 1). It represents solutions such as ACH, electronic card

payments with revenue share, and/or comprehensive solution including but not limited to

using Proposer’s system to process A/P payments in all payment methods including check

issuance (further discussed in Attachment B, Section D, item # 7). Highlight or state cost

reduction, if any, in Service Group 1 due to Service Group 3 proposal.

A. General Requirements (Service Group 1) Currently, the City maintains five checking accounts three of which are zero balance accounts. The City will require on-line portal access to the bank for various services including balance reporting, detailing debit/credit information, performing fund transfers, issuing stop payments, wires, obtaining reports, etc. Historical service volume data are provided in Attachment E-1 (page 52) for this service group. The bank must be a Federal or State of California chartered commercial banking institution, ideally with a full-service branch located within the City limits. The bank must be a qualified depository for public funds pursuant to the applicable State of California codes. It must also be FDIC insured.

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1. Statement and Reporting

a. The monthly statement is to be delivered within 5 working days or available on-line after the end of the calendar month. The statement is to include all items clearing the account.

b. The monthly (consolidated) account analysis is to be provided or

available on-line for all accounts no later than 10 working days following the end of the calendar month. The analysis is to include detailed analysis of the bank’s cost of operating the City’s account.

c. The annual statement that provides comparative data by month and by

major service cost category identified by the City is to be provided before August 1 of each year. This information is to be actual data and should include information regarding the units processed and collected, and ledger balances. The annual statement/detailed analysis is to be prepared on a fiscal year basis (July 1-June 30) and provided at no additional cost to the City.

d. Previous Day Report is to be provided or available on-line the next day

for all accounts detailing all transactions that occurred the previous day. Discuss the format and delivery options available to the City for receiving previous day deposit activity detail report.

e. Same Day Report is to be available on-line for all accounts detailing all

transactions that occurred at the run time.

2. Full Account Reconciliation. Does the bank offer Account Reconciliation Program (“ARP”) services? Can the City specify a cut-off date for ARP and bank statement date? If not, what dates are available? Within 10 days after the close of each calendar month, the banking institution must provide the City with the following reports for all checking accounts including zero balance accounts:

a. Checks Paid Report. Provide a report that lists each check paid during

the month. Paid items that are unregistered, stop-payments and voided stop-payments must be specifically identified.

b. Outstanding Checks Register. Provide a listing of all unpaid checks that are outstanding. It must identify check number, date of issue and amount.

3. Collateralization and Balance Insurance. The total account will be interest-

bearing and must be 110% collateralized at all times pursuant to Government Code Section 53652(a). Do you collateralize balances through an established pool or on a separate instrument basis or both?

4. Interest is to be credited monthly based upon the average collected balance.

Specify the basis for the proposed rate and the method to be used in calculating the rate. Items which are not subject to float for interest credit

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purposes are cash, investment maturities, incoming federal wire transfers, letters of credit, transfers from other accounts and ACH deposits.

5. Account Structures. Does the bank offer zero balance sub-accounts that link

to a general account where funds are held? Can your bank generate a report detailing all transactions for a stated period of time at the sub-account level?

6. Sweep Service Do you offer an overnight, automated investment “sweep”

service? What investment choices do you offer in the sweep service? Please provide a prospectus for the funds you believe the City would most likely use.

7. Daily Notification of Balances. The Current Collected Balance is to be

accessible no later than 7:00 a.m. (Pacific Time) on the current banking day. If the banking institution is unable to provide this for any reason, then the City is not to be charged or penalized as a result of overdraft.

8. Intra-day/Daylight Overdrafts. The bank will not charge the City for daylight

overdrafts. 9. Inter-day Overdrafts. If the City’s accounts are in an aggregate overdraft

position at the end of posting for any business day, the Bank may charge the City a rate of interest for such time as the overdraft remains. The bank should identify in its response the rate of interest to be charged. The rate charged shall not exceed the proposed rate.

10. All Charges for Services are to be specified on the attached Cost Proposal

Form. These costs should be fixed during the six years of the agreement. The banking institution may pass along federally mandated cost increases after written notice to the Treasurer with accompanying evidence.

12. Electronic Data Transfer is to be used in conjunction with online account

reconcilement and positive pay; notification of stop payments and of positive pay exceptions is to be done online and/or by fax.

13. Transaction Retention Period.

a. What is your transaction history retention practice? b. How long are transactions available for retrieval online? c. How long are transactions available for retrieval offline? d. In what format is information available for retrieval? e. Describe your procedure and pricing for retrieval.

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14. Backup and Emergency and Disaster Recovery.

a. Describe your institution’s Emergency and Disaster Recovery systems.

b. Please outline the services that you would provide (i.e., remote locations, debit cards, back-up personnel, etc.).

c. How often are these systems tested?

d. Do you have a dedicated site(s) for emergency operations and will the City have access to the site to establish treasury/payroll services in the event of an emergency?

e. Do you have a technical support hotline? What hours is it available? If

not, who is to be contacted for support or problem resolution?

B. Depository Services (Service Group 1 – Con’t, except item # 7 which is

Service Group 2)

1. Availability of funds. Describe the maximum clearing schedule for SAME DAY (items on the depository bank, wire transfers, ACH deposits, etc.), SECOND DAY, and THIRD or MORE DAYs funds availability.

2. Deposit Discrepancies. Any discrepancy in deposits is to be brought to the

attention of City staff by telephone, fax or via e-mail (latter is preferred) on the same day as the discrepancy is found and is to be followed up in writing within 72 hours.

3. Remote Deposit Services (RDC) (Check 21 Services). Describe the bank’s

RDC (i.e., Check 21 services) including policies and procedures as well as the associated fees. The City currently doesn’t use this service. What future services are planned (if any)?

a. Are your RDC processed through in-house or are any or all of the

functions delivered through a third party contractor?

b. Provide a brief description and general workflow of your remote deposit service capabilities.

c. Does RDC allow for multiple deposits in a single day into different sub-

accounts?

d. Is there a limit on the number of checks that can be contained in a single deposit? If so, describe.

e. What is the standard deadline for same-day ledger credit of funds? Are

later deadlines available? If so, are there any fees associated with the later deadline?

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f. Is your funds availability schedule for remote deposited items different than the standard depository schedule?

g. Does your service allow the City to create deposits offline and transmit

them at a later time?

h. How are duplicate items identified and for what period of time does the remote deposit service retain the images to detect duplicates? Briefly describe.

i. Currently, the City uses a Point of Sale cashiering deposit system

(“CORE”). Can your remote deposit services interface with the City’s CORE? Please discuss (if possible).

j. What equipment would the bank recommend? What is the price for this

equipment?

k. Can checks be automatically endorsed with the bank’s RDC service?

l. What services charges can be eliminated or avoided with the use of RDC technology?

m. Describe the pros and cons for using RDC technology, including

additional notification requirements for the City’s customers and document handling procedures.

4. Stop Payment Services. Describe your demand deposit account stop payment

services. Through which channels can a stop payment be initiated? How are stop payments confirmed? How long are stop payments actively enforced in the bank’s records? Can the stop payment timeframe be extended?

Describe the methods (e.g., Internet, PC, manually) the bank offers to place stop payments. What is the deadline for same day action?

5. Secure Safe Service. Are your Secure Safe Services delivered through an in-house offering or do you contract all or part of the service though a third party? What armored car companies and safe companies do you work with (City currently uses Garda)? Describe the process of coordinating the installation of this product.

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6. Receipt and Processing of Bags from Armored Carrier Service. An armored car service retained by the City will deliver bags daily by a mutually agreed upon time to the banking institution. The banking institution will process the bags by:

a. Removing all cash, checks and the deposit slip(s) under dual control;

b. Counting the cash received under dual control; and

c. Notifying the Treasurer or her/his designee of any out-of-balance deposits.

d. Describe your procedures for check and cash deposit bags. Do you

require that checks and currency be on separate deposit tickets?

e. Funds will be credited to the City’s account for “same-day” deposit. What is the cut-off time to ensure same day ledger credit?

f. What are the requirements for deposit bags?

g. What evidence materials (i.e., logs, video tapes) will the bank make

available to the City in the event of a deposit investigation? How long does the bank archive such materials for retrieval and use in investigations?

7. Lock Box Service (Service Group 2). Describe your process for

reconciling input documents to the checks received, the timeliness of depositing receipts and your time and method for transmitting data to the City on a daily basis. Please include the following:

a. How would you handle remittances requiring significant amounts of data

entry (e.g. Utility customer with multiple accounts)? Describe your value added key entry services.

i. Specifically, do discuss how payments that differ from the coupon amount (e.g. the payment amount is hand written on the coupon) are processed. The larger issue this question is alluding to is how quality control issues are handled or resolved so the same issue isn’t repeated.

b. Do you offer intelligent character recognition (ICR) technology in lieu of data entry? If so, please describe the process and requirements.

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c. If imaging is offered, which of the below documents can be imaged?

______ Checks ______ Remittance Documentation ______ Correspondence (no check enclosed) ______ Envelopes

Will the images be available to City staff on-line? If yes, when is it available (e.g. same day, if yes, specify time of day)?

d. Can the original paper remittance detail be mailed to the City?

e. Do you support the conversion of consumer checks and eligible

corporate checks to ACH debits (ARC) at a lockbox? If yes, describe your services.

C. Electronic Funds Transfer Services (Service Group 1 – Con’t)

1. Automated Clearing House services will be used for direct deposit of payroll, accounts payable and for incoming payments (e.g. Federal Agency, Santa Clara County, Utility vendors, etc.).

a. The City will want to originate ACH entries both by direct transmissions

and via an Internet connection.

b. Does the bank have a file limitation for maximum dollar amounts or number of entries?

c. What are the hours of operation of your ACH processing unit?

d. Explain your suggestions for business resumption in the event, particularly for payroll, that the City is unable to deliver an ACH file to the bank in a timely manner.

e. Describe the bank’s procedures regarding late transmissions of files. Is

it possible to transmit a file and have it processed after the cutoff with proper notification to the processing unit?

f. What service does the bank provide for the City to modify and/or delete

a transaction prior to the file being released to the ACH operator?

g. What service does the bank provide for the City to reverse a transaction or file that has been released to the ACH operator?

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h. Describe the bank’s process for ACH returns and Notifications of Change on originated entries. When will the funds for returned entries be posted to the City’s account? Please explain how provisional credits work (if applicable)? How long before they are actual credits?

i. For ACH files transmitted regularly (e.g. Payroll ACH file) do you have a

tracking or tickler schedule that insures the file is received? If yes, the assumption is the City will be contacted to inquire when the file will be sent, do you do that?

2. Electronic Checks – Online. The City is exploring the ability for citizens to

make payments through an electronic conversion (ACH) of a check. Please describe how the process works with your institution and include how long before funds are available and provide how NSF checks are handled. Also include if there are any restrictions, such as maximum amounts and type of checks.

3. Wire Transfer Services. Describe all wire transfer initiation products currently

supported by the bank. Indicate which product is recommended for our application, including:

a. How does your bank handle same-day transfers between the City’s accounts (“book transfers”)? At what time must an instruction be received for same day availability in the receiving account? Can book transfers be made from the City account to the account of another within your bank?

b. Describe bank’s process of initiation wires?

c. What are the opening hours and the cut-off times in Pacific Standard Time for initiating/approving wire transfers to ensure same-day execution?

d. At what point does the bank assume legal liability for executing a wire transfer? How is that event identified?

e. What is the bank's policy in the event of a wire transfer failure for which receipt of instructions has been confirmed to the City?

f. What time future value dated wires are automatically executed on the value date? Can an execution/release time be specified by the City?

g. What detailed information is provided on incoming and outgoing wire transfers on a previous day report basis, (e.g., amount, payee, comment field, date received, time received, Fed Reference number, etc.)? Does your bank offer delivery of remittance information and is there an additional fee for this service? Provide sample reports (if applicable).

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4. Federal Payroll Tax Payments. The City participates in the Federal Electronic Fund Transfer Payment System. The proposer must enable the City to continue with this program. Describe the services available to accommodate the City's payment and reporting of payroll taxes.

D. Disbursement Services (Service Group 1- Con’t, except item # 7 which is Service Group 3)

1. Returned Checks for deposit items to the account are to be presented for

payment a second time before being returned to the City. The City does not expect a report of first-time returned checks, but if a check is returned for the second time, the bank will notify the City by debiting the account, and providing written notification (e-mail is acceptable) the same day as the debit is made to the account.

a. Does the bank offer any options that may increase the collection of NSF checks?

b. Can the bank provide online access to electronic images (back and front) of returned items to the City? How soon after an item is returned can these images be accessed?

2. Check Storage for canceled checks (either in original form or as a “substitute

check” made from an electronic picture, in accordance with Check 21) is to be provided for a minimum of 90 days, and should be stored for a minimum of seven years. Indicate your ability to provide photocopies within a 24-hour period of the City’s request. In addition, can list and images of cancelled checks be provided on a monthly basis via CD or downloaded with bank software to view and store the information on the City’s server?

3. Positive Pay. Is the bank able to match items presented for payment against

an electronic file of checks issued by the City? Does the bank offer a daily service to compare checks paid against a check issue file and provide the customer with a daily notification of all exception items (i.e., prior day Positive Pay)?

a. What is the bank’s delivery deadline for notifying the City of exception

items? _______ AM/PM Time Zone ______

b. Does the bank offer a daily service to transmit checks paid data to the

City? c. Describe all methods by which the City can send manual check issues or

deletions to the bank. d. In the event that the bank does not receive the City’s pay decision

response by the stated deadline, is the default disposition set by the bank or by the City? If the bank sets the default, what is the default

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disposition? City’s preferred default is to return or reject items? e. Discuss the bank’s policies and procedures for processing stale-dated

items. If the City uses positive pay, will the City be notified of stale-dated items? If the City uses positive pay, can the bank enforce stale-dated items and return stale items unpaid to the bank of deposit?

f. What are deadlines for delivery of positive pay files to the bank and what

is the elapsed time between the bank’s receipt of the positive pay file and the file being used and/or available at the teller station?

4. File Transmission. On a daily basis, can the City transmit multiple issue files

to the bank? Does your system provide for electronic confirmation of receipt for daily file transmissions?

5. Payroll Direct Deposit. The City does use direct deposit as an option for its

payroll (bi-weekly payroll has approximately 1,100 permanent and one to two hundred seasonal workers; most are paid via Direct Deposit). A small number (less than 75 are paid via check).

a. Describe your parameters (including pre-transmission deadlines) for

providing direct deposit service and any minimum requirements for recipient banks.

b. Please indicate any incentives that would be offered to those employees who maintain direct deposit accounts at your bank.

c. Identify any support that you may be able and willing to provide to the City for programming and implementation of direct deposit for our payroll, using the City’s SAP financial system.

d. Please indicate if the bank will cash payroll checks for City employees who do not elect direct deposit and who are not customers of your bank. Is there a cost to the employer or employee?

6. Payroll Card Services. Currently, the City doesn’t use but is considering using

payroll card for its payroll employees that do not elect to use direct deposit. Describe your payroll card program for stored value/pre-paid card payment product.

The following services are desired:

a. Accept 100% of City employees and seasonal workers

b. Provide administrative card management

c. Allow 100% withdrawal of employees’ pay

d. Support marketing to City employees

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e. Provide written instructional materials when employees sign up

f. Offer a system linked to a wide range ATM network, e.g. STAR, Cirrus, Plus, Maestro

g. Provide 24/7 telephone customer service for lost or stolen cards

h. Allow unlimited daily withdrawals

i. Prohibit overdrawn accounts

j. Provide employees with a detailed monthly statement of activities

The following information is desired:

a. Is your card program processed in-house, is processing outsourced, or

is the program offered through a third-party?

b. Is your pre-paid card product branded (e.g., Visa, MasterCard) or non-branded?

c. How are initial cards ordered for cardholders? Describe the process and include whether cards can be ordered via the Internet or in a batch method.

d. Once a pre-paid card is ordered, how long does it take a cardholder to receive via U.S. mail? Can a cardholder request delivery of a replacement card via overnight delivery?

e. Is there a limit on the number of credit/payroll transactions that can be loaded on a cardholder’s card in one month? Explain.

f. The City hires temporary employees for summer programs, please describe if these employees enrollment and/or fees differ.

g. Can the cardholder access all dollars and cents that are loaded on the card? If yes, explain how this process works. Also, please include pricing if there are fees associated with each withdraw of fund.

h. What happens to the funds on inactive cards or cards held by terminated recipients who still have a balance?

i. Can an authorized city staff verify certain data on the card (i.e., fund balance) or terminate the card?

j. Does your bank require all applications to be submitted to the bank for each employee, if so, why? Please describe your bank’s application process including credit check, etc.

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k. What is the due date and time for transfers from City funds to the card;

will it be part of the ACH transfer or a separate file transfer? What is the alternative process if the transfer date and time is missed?

7. Accounts Payable Payment Solutions (Service Group 3). The Accounts

Payable division of the Administrative Services Department pays the City’s’ vendors for services rendered and/or goods purchased through the generation of a physical accounts payable check (approx. 10,500 checks issued annually) or wires. The pricing on check issuance is requested in Service Group 1. What the City is looking for in Service Group 3 are solutions such as ACH, electronic card payments with revenue share (aka Control Pay, E-Payables, etc.) and/or comprehensive solution including but not limited to using Proposer’s system to process A/P payments in all payment methods including check issuance. Highlight or state cost reduction in Service Group 1 pricing (Attachment E-1 – page 52) due to Service Group 3 proposal (if any). The City would like to establish a solution that is convenient, efficient, and maintains effective fiscal controls. This service will be evaluated separately. If you have an electronic card payment solution and need a sample list of City’s vendor payments for your proposal preparation, please let us know. For the electronic card payments solution (if applicable) include the following:

a. Describe your comprehensive solution; including invoice scanning and

entry, on-line approvals, and available methods of payment (e.g. ACH, via credit card networks, e-check, etc.).

b. Please describe the technical aspects of how the file transmission would interface from the City to your platform. Describe the software product that supports this program. Explain how software interfaces or shares files with SAP; the City’s financial system.

c. Provide the brand or card provider associated with this type of payment.

d. Explain the different payment options available to vendors on their acceptance capability. Explain if the solution has the ability to automatically push payment directly to the vendor without having any intervention by the vendor.

e. Describe the controls and security in place that are available to prevent

misuse of the accounts payable solution.

f. Provide the total number of employees dedicated to the automated accounts payable program and provide the number of employees that are dedicated to the enrollment of vendors. Please explain the enrollment process for vendors. Also, explain how the City and vendor are contacted once a payment is made.

g. Does your Electronic Payment Solution have 1099-Reporting capability?

If so, please describe.

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h. Provide information on revenue sharing (if applicable), including volume

tiers and basis points payout. Include how often revenue sharing is calculated and paid. Also, include any fees associated with the electronic account payable services.

i. Preference shall be given to those firms who have been successful in

operating within local governments and SAP clients. Please provide at least three references and information shall include account name, phone number, and dates of service.

j. How long has your firm been offering a fully automated accounts

payable solution to your clients? In addition, the City currently issues (monthly) up to 75 Utility security deposit refunds with an average amount of $100 via check. This is a time consuming manual process; we’re interested to see if there is a more efficient solution available to make these refund payments.

E. Merchant Card Services (Service Group 4)

The City currently accepts payment by Visa, Master Card, and American Express at approximately 16 locations throughout the City including several on-line portals. The on-line portals use third party vendors such as Paypal and Seat Advisor. Each merchant location has its own unique merchant ID number that will be used for reporting and invoicing purposes. The City adds or deletes merchant accounts as needed. Statistics for 12 month activity (June 2012 to 2013)

1 Total Payment Processing $31.7 million

2 Net Sales Transactions Processed 113,371

3 Average Transactions Processed (“ticket size”) $279

4 Total Sales Refund Volume $236,435

5 Sales Refunds Transactions Processed 1,122

6 Card Dispute (“chargeback”) volume $973

7 Disputed Transactions 7

8 % of Total Transactions Disputed 0.01%

1. Please provide a detailed description of the entire merchant card process within

your institution. Is your program housed through a third party vendor, if so, please explain.

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2. Provide a detailed rate and fee structure with breakdown of all fees, including bank and association charges. Be clear on which rate or fee is being locked for the duration of the 6 year contract and which is subject to arbitrary change (e.g. network rate and fees).

3. What type of online reporting services do you provide? For example, (besides the Card Processing Statement), can you (monthly) provide the above statistics in total and by merchant ID location?

4. Discuss clearing time between deposit and posting to City’s main checking

account.

5. Discuss security features, including account number encryption and purging policy.

6. Describe payment Card Industry (PCI) data security standard compliance and liability. Do provide documentation.

7. Discuss your chargeback policy (including the bank’s role in this process).

8. Describe your wireless capabilities such as Near Field Communication (NFC) or other mobile device payment options at the point of sale at the counter. The City’s interested in customers/residents using their mobile device to initiate or make credit card payments via a wireless platform.

9. Besides the traditional credit card acceptance (in person) (e.g. card swipe), do

you support any new platforms such as our customers using smartphones to initiate credit card, debt, and/or electronic check transactions. If yes, describe and state additional costs.

10. Palo Alto doesn’t have but is considering implementing a citywide percentage

based credit card acceptance fee to offset credit card fees that the City pays. The fee will be reviewed annually and adjusted based on the prior year’s actual fee experience. Though we expect the administrative burden of such a fee will fall on the City, we would be interested in hearing if the Proposer has experience with clients who have such a fee and does the Proposer, in any manner, assist or provide support in the collection of this fee? If your clients have used alternate ways to mitigate or reduce their credit card processing costs, please provide details including whether the City could benefit by also doing this. The City does participate in VISA’s lower discount rate program for Utility payments, please discuss if you can support this.

11. The City is considering, for security and other reason, to use a single gateway

provider (for example; eliminating Paypal and Seat Advisor services) for our current on-line payment portals. Please describe your gateway services, terms, and the pricing. Do you have flexibility to negotiate service terms?

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12. The City currently accepts debit cards that have a VISA and MasterCard symbol. The City is interested in accepting all debit card transactions. Discuss what you can offer in this area; highlight your cost structure and whether network fees are incurred and the equipment that will be required (above and beyond the ones used only for credit card activity; if applicable).

F. Web Services (All Service Groups)

The institution must provide web based on-line services that provide added convenience and cost savings. These web based on-line services should include such services as: image inquiry, image on demand, information reporting, business statements, image lockbox, stop payments, wire transfer, positive pay, account balance inquiry, transaction inquiry, deposit history and other on-line web applications. The banking institution will provide copies of paid checks, either on-line and or by CD-ROM. Imaging that offers convenience of check storage of paid check images and on-line viewing of paid check images is highly desired.

Please describe the type of web services your institution provides. Also, include the following:

1. Is your online information reporting system owned and operated internally or is

the system outsourced through a third party? 2. Describe your electronic system and methods that may be used to access or be

notified of account information or activity (e.g. computer, smartphone, tablet, etc.).

3. Do you have a demonstration site at which the City can preview sample same

day and previous day reports available online from your bank/firm? If yes, please provide a link to the site. If no, please provide printed samples of all available reports.

4. What is the turnaround time to receive a copy or image check? How long can

the copy or image check be available to the City for online viewing? 5. Describe the procedures to be followed by the City if a user password is lost or

forgotten. Can the password be reset immediately via City Security Administrator?

6. Can individual users be restricted to accessing information only on certain

accounts or transaction types? 7. Explain how limits (access, functions and dollar limits) are assigned to users.

Does your solution offer the ability to provide a report of all listed users and their rights and capabilities? How can the City verify that users and limits are properly assigned?

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G. Investment Safekeeping (Custodial) Services (Service Group 5)

The City has a $480 million portfolio with approximately 278 security holdings. Assets are fixed-income investments, specifically U.S. Treasuries, Federal Agencies, Municipal bonds, and Certificate of Deposits. The custodian bank will have no responsibility for investing or reinvesting these monies. The City will require that safekeeping services be provided for trades that require physical delivery. If able to provide safekeeping services, describe how your banking institution proposes to deal with providing safekeeping facilities and services for all of the securities in the City’s portfolio (see Attachment E-2 for pricing sheet which contains service statistics for fiscal year 2013 – page 56). Please detail the services to be performed and the monthly costs associated with those services. Required services include the following:

1. Maintain a custody account in the bank’s Trust Department for the cash and

securities owned by the City.

2. Segregate all securities and cash from the assets of others. The custodian shall have only the bare custody thereof and securities shall be and remain the sole property of the City. The securities held by the custodian shall, unless payable to the bearer, be registered in the name of the City.

3. Process security trades per instructions received by authorized persons.

4. Collect all coupons and other periodic income on securities held.

5. Create, maintain and retain all records relating to securities held in custody in

the City’s account to meet the requirements and obligations under generally accepted accounting principles.

6. Daily, net security purchases, maturities, and interest earnings; remit (e.g. wire,

ACH) cash balance to the City. The custodian is not to hold any cash balances in the custody account. The City will remit, via wire, deficit account balance for security purchases settlement not covered by cash on hand.

7. Provide on-line reporting of portfolio activity and holdings on a real-time

(ideally) or next day basis.

8. Provide on-line monthly activity statements and reports including the market value of all portfolio holdings.

a. Monthly, by the 5th working day, provide a Sympro compatible

(downloadable) file containing the market value of portfolio holdings. This file will be used to update (via an upload) the market values of portfolio holdings in Sympro.

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b. The custodial agent must provide the City by the 10th of each month with a complete inventory of all securities held in safekeeping as of the last day of the previous month, whether in book-entry or physically delivered form, showing for each security its CUSIP number, par value, book value, interest rate, settlement and maturity dates, and full market value. In addition, the custodial agent must provide confirmation of each trade of a safekeeping item by the following business day. On-line availability of these reports is preferred.

H. Purchasing (Credit) Card (aka P-Card) (Service Group 6)

The City uses Purchasing Cards (aka P-Card); with charges on these cards exceeding $5 million per year and rising. Describe your ability to provide the P-Card services listed below:

• Provide approximately 200 purchasing cards for use by City employees • Offer on-line card management capabilities with capability to download

detailed transaction information

• Below is City’s P-Card statistics for one-year

Please provide your responses under each question below.

1. Describe the on-line system functionality including:

a. What on-line reporting is available? Provide sample reports.

b. Can City P-Card holder and their supervisors approve transactions in your system? Does your system allow for alternate approvers and/or a custom hierarchy (e.g. we have administrative staff that do edits and/or approval for other field employees based on paperwork submitted or are authorized by their supervisor to do edits and/or approval for them)?

c. Can City staff scan and attach (on-line) receipts to the transactions,

thereby turning the program into a paperless system?

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d. Can your system accommodate City’s General Ledger account structure which can be included in the downloaded file to post the charges to the City’s SAP (financial) system?

e. Describe the electronic data available on-line that can be downloaded.

In what format is information available?

2. What card platform(s) does your program employ (e.g., MasterCard, Visa, American Express or other)? Why? If more than one is used, which would you recommend for the City and why?

3. Discuss charge settlement terms.

a. What billing cycles are available? Can the City choose end of month billing cycle?

b. Will City be able to access data older than 3 years? (The city’s retention

period is 7 years, and would prefer this data to be available). Is there an extra charge, if available?

c. How will the City receive billing statements? Will individual cardholders

receive a statement? d. What are the payment terms from “statement date”?

4. Describe the card controls and usage restrictions supported by your program. a. Company level restrictions. b. Cardholder level restrictions. c. Department level restrictions. d. Merchant Category Code/Standard Industry Classification (MCC/SIC)

restrictions. e. Cash advance restrictions (City prefers to prohibit this). f. Dollar limits.

5. What are the liabilities of the City and employees in the event of fraud, abuse or

loss of a card?

6. Please provide a rebate schedule for card activity at various usage levels. Specify frequency of rebate payment.

7. Describe the electronic data available on-line that can be downloaded. In what format is information available?

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8. Please describe customer service support for cardholders including information about telephone support.

9. Will training be provided by an account manager for City cardholders? What kind of reference materials will be provided for cardholders?

10. Describe your mobile (e.g. smartphone, tablets, etc.) capabilities or options.

11. Describe your travel and expense module capabilities and options.

I. Conversion Plan (All Service Groups)

Comment on the Proper’s ability to implement proposed services in a timely manner and present a schedule of when any information to be provided by the City should be available. The vendor must provide a conversion plan that includes onsite and/or on-line training to City personnel for the operation and use of all of its services.

1. Describe the process by which your institution would coordinate to ensure a smooth transition from the current provider as well as a schedule of the conversion process. Provide a detailed schedule of this plan in increments.

2. Do you have an implementation process critical path analysis highlighting key milestones that may affect the completion of the transition?

3. Identify your staff responsible for implementation; provide background of key

implementation staff including their experience in implementing the requested services. If a conversion team is used, how will our account be transitioned to the on-going client service team?

4. Describe your bank’s approach to pricing during the implementation phase.

The City prefers implementation fees are waived (ideally) or amortized over a period not to exceed the contract duration.

5. Describe the training program that will be used to train City staff on all of the

systems that will be used by the City. On-site and/or on-line is preferred.

6. City uses SAP, it is expected your implementation team with have experience with working with this financial platform. Describe your experiences in this area; including the level of support that will be provided during implementation to help the City setup SAP to work with your services.

Provide any recommended changes to this timetable that you think would enhance the quality of the implementation.

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J. Local Community Involvement Discuss involvement in the local and/or regional community and demonstrate how Proposer is a partner in improving the livability of the community for its residents and visitors. Include a copy of your most recent Community Reinvestment Act (CRA) rating, along with a description of the scale and nature of your investment in the Palo Alto and/or surrounding community.

K. Other Banking Related Services or Enhancement Services

1. Please describe what type of information is necessary from the City staff when they are selected as authorized signatories in light of the Patriot Act, if any.

2. Please describe what type of systems does your institution have in place to prevent and identify fraud for checks and other related services?

3. Based upon information presented in our RFP and your bank’s knowledge of

the public sector, describe any enhancements, technological or otherwise, that we should consider to improve operational or cash management efficiencies. While much of the information provided in this RFP is based upon current services, it is the City’s desire to maximize the use of automated and electronic technology services to improve our banking, cash management, custodial and customer service capabilities.

4. Describe any other information not previously mentioned that the bank believes should be given consideration.

.

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Attachment C – Sample Agreement

CITY OF PALO ALTO CONTRACT NO.

AGREEMENT BETWEEN THE CITY OF PALO ALTO AND

FOR PROFESSIONAL SERVICES

This Agreement is entered into on this day of , ,

(“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal

corporation (“CITY”), and , a , located at ("CONSULTANT").

RECITALS

The following recitals are a substantive portion of this Agreement.

A. CITY intends to (“Project”) and desires to engage a consultant to in

connection with the Project (“Services”).

B. CONSULTANT has represented that it has the necessary professional expertise,

qualifications, and capability, and all required licenses and/or certifications to provide the

Services.

C. CITY in reliance on these representations desires to engage CONSULTANT to provide

the Services as more fully described in Exhibit “A”, attached to and made a part of this

Agreement.

NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,

in this Agreement, the parties agree:

I. AGREEMENT

SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in

Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The

performance of all Services shall be to the reasonable satisfaction of CITY.

Optional On-Call Provision (This provision only applies if checked and only applies to on-

call agreements.)

Services will be authorized by the City, as needed, with a Task Order assigned and approved by

the City’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit

A-1. Each Task Order shall designate a City Project Manager and shall contain a specific scope

of work, a specific schedule of performance and a specific compensation amount. The total price

of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set

forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work

performed under an authorized Task Order and the City may elect, but is not required, to

authorize work up to the maximum compensation amount set forth in Section 4.

SECTION 2. TERM.

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The term of this Agreement shall be from the date of its full execution through unless

terminated earlier pursuant to Section 19 of this Agreement.

OR

The term of this Agreement shall be from the date of its full execution through completion of the

services in accordance with the Schedule of Performance attached as Exhibit “B” unless

terminated earlier pursuant to Section 19 of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance

of Services under this Agreement. CONSULTANT shall complete the Services within the term

of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and

made a part of this Agreement. Any Services for which times for performance are not specified

in this Agreement shall be commenced and completed by CONSULTANT in a reasonably

prompt and timely manner based upon the circumstances and direction communicated to the

CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall

not preclude recovery of damages for delay if the extension is required due to the fault of

CONSULTANT.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to

CONSULTANT for performance of the Services described in Exhibit “A”, including both

payment for professional services and reimbursable expenses, shall not exceed Dollars

($ ). In the event Additional Services are authorized, the total compensation for services

and reimbursable expenses shall not exceed Dollars ($ ).

The applicable rates and schedule of payment are set out in Exhibit “C-1”, entitled “HOURLY

RATE SCHEDULE,” which is attached to and made a part of this Agreement.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions

of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services

performed without the prior written authorization of CITY. Additional Services shall mean any

work that is determined by CITY to be necessary for the proper completion of the Project, but

which is not included within the Scope of Services described in Exhibit “A”.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly

invoices to the CITY describing the services performed and the applicable charges (including an

identification of personnel who performed the services, hours worked, hourly rates, and

reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-

1”). If applicable, the invoice shall also describe the percentage of completion of each task. The

information in CONSULTANT’s payment requests shall be subject to verification by CITY.

CONSULTANT shall send all invoices to the City’s project manager at the address specified in

Section 13 below. The City will generally process and pay invoices within thirty (30) days of

receipt.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be

performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT

represents that it possesses the professional and technical personnel necessary to perform the

Services required by this Agreement and that the personnel have sufficient skill and experience

to perform the Services assigned to them. CONSULTANT represents that it, its employees and

subconsultants, if permitted, have and shall maintain during the term of this Agreement all

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Professional Services Rev. Nov. 1, 2011

licenses, permits, qualifications, insurance and approvals of whatever nature that are legally

required to perform the Services.

All of the services to be furnished by CONSULTANT under this agreement shall meet the

professional standard and quality that prevail among professionals in the same discipline and of

similar knowledge and skill engaged in related work throughout California under the same or

similar circumstances.

SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of

and in compliance with all federal, state and local laws, ordinances, regulations, and orders that

may affect in any manner the Project or the performance of the Services or those engaged to

perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,

pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS. CONSULTANT shall correct, at no cost to CITY, any

and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY

gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or

other design documents to construct the Project, CONSULTANT shall be obligated to correct

any and all errors, omissions or ambiguities discovered prior to and during the course of

construction of the Project. This obligation shall survive termination of the Agreement.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works

project, CONSULTANT shall submit estimates of probable construction costs at each phase of

design submittal. If the total estimated construction cost at any submittal exceeds ten percent

(10%) of the CITY’s stated construction budget, CONSULTANT shall make recommendations

to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved

recommendations, and revise the design to meet the Project budget, at no additional cost to

CITY.

SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in

performing the Services under this Agreement CONSULTANT, and any person employed by or

contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act

as and be an independent contractor and not an agent or employee of the CITY.

II. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of

CONSULTANT are material considerations for this Agreement. CONSULTANT shall not

assign or transfer any interest in this Agreement nor the performance of any of

CONSULTANT’s obligations hereunder without the prior written consent of the city manager.

Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any

assignment made without the approval of the city manager will be void.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work

to be performed under this Agreement without the prior written authorization of the city manager

or designee.

Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that

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Professional Services

Rev. Nov. 1, 2011

41 S:\ASD\Treasury\T Narayan\Banking Services\Banking Services RFP\2013 RFP Information\151491 Banking Services RFP - Final 3 .docx

subconsultants may be used to complete the Services. The subconsultants authorized by CITY to

perform work on this Project are:

CONSULTANT shall be responsible for directing the work of any subconsultants and for any

compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning

compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a

subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval

of the city manager or his designee.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign as the

to have supervisory responsibility for the performance, progress, and execution of the

Services and as the project to represent CONSULTANT during the day-to-day work

on the Project. If circumstances cause the substitution of the project director, project coordinator,

or any other key personnel for any reason, the appointment of a substitute project director and

the assignment of any key new or replacement personnel will be subject to the prior written

approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly

remove personnel who CITY finds do not perform the Services in an acceptable manner, are

uncooperative, or present a threat to the adequate or timely completion of the Project or a threat

to the safety of persons or property.

The City’s project manager is , Department, Division, Palo Alto, CA

94303, Telephone: . The project manager will be CONSULTANT’s point of contact with

respect to performance, progress and execution of the Services. The CITY may designate an

alternate project manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including

without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,

other materials and copyright interests developed under this Agreement shall be and remain the

exclusive property of CITY without restriction or limitation upon their use. CONSULTANT

agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall

be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other

intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if

any, shall make any of such materials available to any individual or organization without the

prior written approval of the City Manager or designee. CONSULTANT makes no

representation of the suitability of the work product for use in or application to circumstances not

contemplated by the scope of work.

III. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable

time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s

records pertaining to matters covered by this Agreement. CONSULTANT further agrees to

maintain and retain such records for at least three (3) years after the expiration or earlier

termination of this Agreement.

SECTION 16. INDEMNITY.

[Option A applies to the following design professionals pursuant to Civil Code Section

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Rev. Nov. 1, 2011

2782.8: architects; landscape architects; registered professional engineers and licensed

professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT

shall protect, indemnify, defend and hold harmless CITY, its Council members, officers,

employees and agents (each an “Indemnified Party”) from and against any and all demands,

claims, or liability of any nature, including death or injury to any person, property damage or any

other loss, including all costs and expenses of whatever nature including attorneys fees, experts

fees, court costs and disbursements (“Claims”) that arise out of, pertain to, or relate to the

negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees,

agents or contractors under this Agreement, regardless of whether or not it is caused in part by an

Indemnified Party.

[Option B applies to any consultant who does not qualify as a design professional as

defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law,

CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members,

officers, employees and agents (each an “Indemnified Party”) from and against any and all

demands, claims, or liability of any nature, including death or injury to any person, property

damage or any other loss, including all costs and expenses of whatever nature including

attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out

of or in any manner related to performance or nonperformance by CONSULTANT, its officers,

employees, agents or contractors under this Agreement, regardless of whether or not it is caused

in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed

to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the

active negligence, sole negligence or willful misconduct of an Indemnified Party.

16.3. The acceptance of CONSULTANT’s services and duties by CITY shall

not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall

survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any

covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance

or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,

ordinance or law, or of any subsequent breach or violation of the same or of any other term,

covenant, condition, provision, ordinance or law.

IV. SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in

full force and effect during the term of this Agreement, the insurance coverage described in

Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement

naming CITY as an additional insured under any general liability or automobile policy or

policies.

18.2. All insurance coverage required hereunder shall be provided through

carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or

authorized to transact insurance business in the State of California. Any and all contractors of

CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in

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Rev. Nov. 1, 2011

full force and effect during the term of this Agreement, identical insurance coverage, naming

CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY

concurrently with the execution of this Agreement. The certificates will be subject to the

approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is

primary coverage and will not be canceled, or materially reduced in coverage or limits, by the

insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of

the cancellation or modification. If the insurer cancels or modifies the insurance and provides

less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the

Purchasing Manager written notice of the cancellation or modification within two (2) business

days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for

ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing

Manager during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be

construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification

provisions of this Agreement. Notwithstanding the policy or policies of insurance,

CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss

caused by or directly arising as a result of the Services performed under this Agreement,

including such damage, injury, or loss arising after the Agreement is terminated or the term has

expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole

or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior

written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will

immediately discontinue its performance of the Services.

19.2. CONSULTANT may terminate this Agreement or suspend its

performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but

only in the event of a substantial failure of performance by CITY.

19.3. Upon such suspension or termination, CONSULTANT shall deliver to the

City Manager immediately any and all copies of studies, sketches, drawings, computations, and

other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or

given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such

materials will become the property of CITY.

19.4. Upon such suspension or termination by CITY, CONSULTANT will be

paid for the Services rendered or materials delivered to CITY in accordance with the scope of

services on or before the effective date (i.e., 10 days after giving notice) of suspension or

termination; provided, however, if this Agreement is suspended or terminated on account of a

default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that

portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such

determination may be made by the City Manager acting in the reasonable exercise of his/her

discretion. The following Sections will survive any expiration or termination of this Agreement:

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Rev. Nov. 1, 2011

14, 15, 16, 19.4, 20, and 25.

19.5. No payment, partial payment, acceptance, or partial acceptance by CITY

will operate as a waiver on the part of CITY of any of its rights under this Agreement.

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by

certified mail, addressed as follows:

To CITY: Office of the City Clerk

City of Palo Alto

Post Office Box 10250

Palo Alto, CA 94303

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the project director

at the address of CONSULTANT recited above

V. SECTION 21. CONFLICT OF INTEREST.

21.1. In accepting this Agreement, CONSULTANT covenants that it presently

has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which

would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this

Agreement, it will not employ subconsultants, contractors or persons having such an interest.

CONSULTANT certifies that no person who has or will have any financial interest under this

Agreement is an officer or employee of CITY; this provision will be interpreted in accordance

with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the

State of California.

21.3. If the Project Manager determines that CONSULTANT is a “Consultant”

as that term is defined by the Regulations of the Fair Political Practices Commission,

CONSULTANT shall be required and agrees to file the appropriate financial disclosure

documents required by the Palo Alto Municipal Code and the Political Reform Act.

SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section

2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not

discriminate in the employment of any person because of the race, skin color, gender, age,

religion, disability, national origin, ancestry, sexual orientation, housing status, marital status,

familial status, weight or height of such person. CONSULTANT acknowledges that it has read

and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to

Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all

requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

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Rev. Nov. 1, 2011

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO

WASTE REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally

Preferred Purchasing policies which are available at the City’s Purchasing Department,

incorporated by reference and may be amended from time to time. CONSULTANT shall comply

with waste reduction, reuse, recycling and disposal requirements of the City’s Zero Waste

Program. Zero Waste best practices include first minimizing and reducing waste; second,

reusing waste and third, recycling or composting waste. In particular, Consultant shall comply

with the following zero waste requirements:

All printed materials provided by Consultant to City generated from a personal

computer and printer including but not limited to, proposals, quotes, invoices,

reports, and public education materials, shall be double-sided and printed on a

minimum of 30% or greater post-consumer content paper, unless otherwise

approved by the City’s Project Manager. Any submitted materials printed by a

professional printing company shall be a minimum of 30% or greater post-

consumer material and printed with vegetable based inks.

Goods purchased by Consultant on behalf of the City shall be purchased in

accordance with the City’s Environmental Purchasing Policy including but not

limited to Extended Producer Responsibility requirements for products and

packaging. A copy of this policy is on file at the Purchasing Office.

Reusable/returnable pallets shall be taken back by the Consultant, at no additional

cost to the City, for reuse or recycling. Consultant shall provide documentation

from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. NON-APPROPRIATION

24.1. This Agreement is subject to the fiscal provisions of the Charter of the

City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any

penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the

following fiscal year, or (b) at any time within a fiscal year in the event that funds are only

appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.

This section shall take precedence in the event of a conflict with any other covenant, term,

condition, or provision of this Agreement.

SECTION 25. MISCELLANEOUS PROVISIONS.

25.1. This Agreement will be governed by the laws of the State of California.

25.2. In the event that an action is brought, the parties agree that trial of such

action will be vested exclusively in the state courts of California in the County of Santa Clara,

State of California.

25.3. The prevailing party in any action brought to enforce the provisions of this

Agreement may recover its reasonable costs and attorneys' fees expended in connection with that

action. The prevailing party shall be entitled to recover an amount equal to the fair market value

of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third

parties.

25.4. This document represents the entire and integrated agreement between the

parties and supersedes all prior negotiations, representations, and contracts, either written or oral.

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Rev. Nov. 1, 2011

This document may be amended only by a written instrument, which is signed by the parties.

25.5. The covenants, terms, conditions and provisions of this Agreement will

apply to, and will bind, the heirs, successors, executors, administrators, assignees, and

consultants of the parties.

25.6. If a court of competent jurisdiction finds or rules that any provision of this

Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this

Agreement and any amendments thereto will remain in full force and effect.

25.7. All exhibits referred to in this Agreement and any addenda, appendices,

attachments, and schedules to this Agreement which, from time to time, may be referred to in

any duly executed amendment hereto are by such reference incorporated in this Agreement and

will be deemed to be a part of this Agreement.

25.8 If, pursuant to this contract with CONSULTANT, City shares with

CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)

about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable

and appropriate security procedures to protect that Personal Information, and shall inform City

immediately upon learning that there has been a breach in the security of the system or in the

security of the Personal Information. CONSULTANT shall not use Personal Information for

direct marketing purposes without City’s express written consent.

25.9 All unchecked boxes do not apply to this agreement.

25.10 The individuals executing this Agreement represent and warrant that they

have the legal capacity and authority to do so on behalf of their respective legal entities.

25.11 This Agreement may be signed in multiple counterparts, which shall, when

executed by all the parties, constitute a single binding agreement

IN WITNESS WHEREOF, the parties hereto have by their duly authorized

representatives executed this Agreement on the date first above written.

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Attachment C-1

SOFTWARE AS A SERVICE SECURITY AND PRIVACY

TERMS AND CONDITIONS

In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements, which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A - Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant:

1. Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement.

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2. Comply with the City’s Information Privacy Policy. 3. Have adopted and implemented information security and privacy policies that

are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297

4. Conduct routine data and information security compliance training of its

personnel that is appropriate to their role. 5. Develop and maintain detailed documentation of the IT infrastructure,

including software versions and patch levels. 6. Develop an independently verifiable process, consistent with industry

standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated.

7. Provide a list of IT infrastructure components in order to verify whether the

Consultant has met or has failed to meet any objective terms and conditions. 8. Implement access accountability (identification and authentication)

architecture and support role-base access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.

9. Assist the City in undertaking annually an assessment to assure that: (1) all

elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.

10. Provide and maintain secure intersystem communication paths that would

ensure the confidentiality, integrity and availability of the City's information.

http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103

http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103

http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297

http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297

Page 49 of 69

11. Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release.

12. Provide for the timely detection of, response to, and the reporting of security

incidents, including on-going incident monitoring with logging. 13. Notify the City within one (1) hour of detecting a security incident that results

in the unauthorized access to or the misuse of the City's confidential data and information.

14. Inform the City that any third party service provider(s) meet(s) all of the

Requirements. 15. Perform security self-audits on a regular basis and not less frequently than on

a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties.

16. Accommodate, as practicable, and upon reasonable prior notice by the City,

the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.

17. Cooperate with the City to ensure that to the extent required by applicable

laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel.

18. Perform regular, reliable secured backups of all data needed to maximize

availability of the Services. 19. Maintain records relating to the Services for a period of three (3) years after

the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM.

20. Maintain the Confidential Information in accordance with applicable federal,

state and local data and information privacy laws, rules and regulations. 21. Encrypt the Confidential Information before delivering the same by electronic

Page 50 of 69

mail to the City and or any authorized recipient. 22. Unless otherwise addressed in the Agreement, shall not hold the City liable

for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications.

Page 51 of 69

Attachment D SAMPLE TABLE FORMAT

QUALIFICATIONS OF FIRM RELATIVE TO CITY’S NEEDS

Project Name

Client

Description of work performed

Total Project Cost

Percentage of work firm as responsible for

Period work was completed

Client contact information*

Did your firm meet the project schedule (Circle one) : Yes No Give a brief statement of the firm’s adherence to the schedule and budget for the project:




*Include name, title and phone number.

Page 52 of 69

Attachment E-1 GENERAL BANKING AND LOCKBOX SERVICES SUBMISSION FORM

SERVICE GROUP 1 AND 2 Complete all items on this attachment. If your firm does not or cannot provide a specific requested service, please indicate "no proposal" and, if appropriate, recommend an alternate service. Also, if your firm has additional costs or sub-categories associated with the requested service, add those line items and estimate volume for those consistent with volumes already provided. Volumes indicated represent average monthly activity.

Standard Fee

Per Unit

Discounted

or City's Fee

Per Unit

City

Estimated

Monthly

Unit

Volume

Total Monthly

Cost

Total Annual

Cost

SERVICE GROUP 1

BALANCE & COMPENSATION INFORMATION

RECOUPMENT MONTHLY 970 -$ -$

GENERAL ACCOUNT SERVICES

PAYEE VALID NON ACCT HLDER-CHK CASH 3 - -

WELLSTAX RECEIPT 5 - -

ON-LINE WELLSTAX PAYMENT - PREMIUM 5 - -

ON-LINE WELLSTAX SUBSCRIPTION PER ACCT 1 - -

ZERO BALANCE MASTER ACCOUNT MAINT. 1 - -

ACCOUNT MAINTENANCE-CHEXSTOR 5 - -

ZERO BALANCE MONTHLY BASE 3 - -

DEBITS POSTED 177 - -

CREDITS POSTED 408 - -

TOTAL GENERAL ACCOUNT SERVICES - -

DEPOSITORY SERVICES

CASH VAULT MONTHLY BASE 15 - -

CASH VAULT DEPOSIT ADJUSTMENT 0 - -

CASH VAULT CURRENCY/COIN DEPOSITED 60,759 - -

CASH VAULT ADJ ADVICE - US MAIL 1 - -

DEPOSIT LOCATION REPORTING - ITEM 1,015 - -

DEPOSTED (POSITED) CHECKS - ON US 964 - -

DEPOSITED (POSITED) CHECKS 2,816 - -

POSITED CHECKS RLBX - ON US 2,093 - -

TAIL LBX CHECKS DEPOSITED 4,696 - -

WHOLESALE LBX CHECKS DEPOSITED 458 - -

CASH VAULT MIXED DEPOSIT SURCHARGE 48 - -

CASH DEP/$1 VER AT TELLER WINDOW 337 - -

CASH VLT BAG DEP PROCESSING 49 - -

CASH VAULT MIXED DEPOSIT SURCHARGE 101 - -

RETURN ITEM - CHARGEBACK 12 - -

ON-LINE RETURN ITEM RETRIEVAL - IMAGE 30 - -

ON-LINE RETURN ITEM SERVICE MONTHLY BASE 3 - -

RETURN ITEM SPECIAL INSTRUCTIONS 12 - -

RETURN ITEM SPECIAL INSTRUCTIONS MONTHLY BASE 1 - -

RETURN ITEM REDEPOSITED 2 - -

TOTAL DEPOSITORY SERVICES - -

Description of Services

Page 53 of 69

Attachment E-1 (con’t)

Standard Fee

Per Unit

Discounted

or City's Fee

Per Unit

City

Estimated

Monthly

Unit

Volume

Total Monthly

Cost

Total Annual

Cost

PAPER DISBURSEMENT SERVICES

POSITIVE PAY EXCEPTION - ON-LINE IMAGE 22 - -

MICR CHECK REJECTS >1% THROUGH 2% 8 - -

ARP CHECKS PAID - FULL RECON 1,362 - -

POSITIVE PAY EXCEPTION CHECKS RETND 3 - -

STOP PAYMENT - ONLINE 18 - -

ONLINE IMAGE VIEW < 90 DAYS - ITEM 3 - -

POSITIVE PAY MONTHLY BASE 4 - -

WELLSIMAGE PAID CHECK MONTHLY BASE 1 - -

WELLSIMAGE PAID CHECK PER CD 1 - -

DDA CHECKS PAID 10 - -

ON-LINE SEARCH 18 - -

PAYEE VALIDATION STANDARD-ITEM 1,060 - -

WELLSIMAGE PAID CHECK PER ITEM 1,384 - -

STOP PAYMENT - AUTO RENEWAL 69 - -

TOTAL PAPER DISBURSEMENT SERVICES - -

PAPER DISBURSEMENT RECONCILIATION SERVICES

ARP REGISTER INPUT ON-LINE - ITEM 13 - -

ARP MONTHLY BASE - FULL 4 - -

ARP FULL RECON-ITEM 1,572 - -

POSITIVE PAY EXCEPTION CHECKS RETND 1 - -

ARP OUTPUT - TRANSMISSION 62 - -

ARP OPTIONAL REPORTS 91 - -

ARP PAPER STMT/REPORT MONTHLY BASE 1 - -

ARP AGED ISSUE RECORDS ON FILE-ITEM 3,350 - -

OUTGOING TRANSMISSION - PER ITEM 1,346 - -

POSITIVE PAY EXCEPTIONS - ITEM 24 - -

ARP STATEMENT MONTHLY BASE (ON-LINE) 5 - -

TOTAL PAPER DISBURSEMENT RECON SVCS - -

GENERAL ACH SERVICES

ACH ON-LINE RETURN SUBSCRIPTION-ACCOUNT 2 - -

ELECTRONIC CREDITS POSTED 1,676 - -

ACH MONTHLY BASE 2 - -

ACH ON-LINE RETURN SUBSCRIPTION-ACCOUNT 2 - -

ACH ONE DAY ITEM 8,988 - -

ACH TWO DAY ITEM 3,708 - -

ACH RECEIVED ITEM 135 - -

ACH RETURN ITEM - FAX ADVICE 2 - -

ACH RET ITEM-INFO REPORTING ADVICE 36 - -

ACH TRANSMISSION CHARGE 23 - -

ACH FAX SERVICE 40 - -

ACH REVERSAL -ITEM 2 - -

ACH ON-LINE FRAUD FILTER STOP MONTHLY BASE 4 - -

ACH ON-LINE FRAUD FILTER REVIEW MONTHLY BASE 4 - -

ACH ON-LINE FRAUD FILTER STOP MONTHLYBASE 3 - -

ACH ON-LINE FRAUD FILTER REVIEW - ITEM 2 - -

ACH NOC - FAX ADVICE 1 - -

ACH NOC - INFOR REPORTING ADVICE 3 - -

TOTAL GENERAL ACH SERVICES - -


Page 54 of 69


Standard Fee

Per Unit

Discounted

or City's Fee

Per Unit

City

Estimated

Monthly

Unit

Volume

Total Monthly

Cost

Total Annual

Cost

EDI PAYMENT SERVICES

RECEIVABLES MANAGER OUTGOING TRANSACTION 21 - -

RECEIVABLES MANAGER MONTHLY BASE 1 - -

EC BILLPAY ON US ITEMS 1,253 - -

E-BOX PAYMENT 1,388 - -

TOTAL EDI PAYMENT SERVICES - -

WIRE & OTHER FUNDS TRANSFER SERVICES

WIRE IN DOMESTIC 20 - -

WIRE IN - INTERNATIONAL

WIRE INTL BOOK TRANSFER CREDIT

WIRE-OUTGOING DOMESTIC- ON-LINE 34 - -

WIRE - BOOK TRANSFER - ON-LINE 1 - -

TOTAL WIRE & OTHER FUNDS TRANSFER SERVICES - -

INFORMATION SERVICES

ON-LINE INTRADAY SUBSCRIPTION MONTHLYBASE 2 - -

ON-LINE PREV DAY SUBSCRIPTION MONTHLYBASE 2 - -

ON-LINE PREV DAY SUBSCRIPTION MONTHLYBASE 2 - -

ON-LINE PREV DAY SUBSCRIPTION DETAIL ITEM 2,415 - -

ON-LINE INTRADAY SUBSCRIPTION MONTHLYBASE 2 - -

ON-LINE INTRADAY SUBSCRIPTION - ITEM 1,724 - -

ON-LINE EVENT MESSAGING SERVICE - EMAIL 80 - -

TOTAL INFORMATION SERVICES - -

INVESTMENT/CUSTODY SERVCIES

SWEEP STAGECOACH INVEST MONTHLY BASE 1 - -

SWEEP STAGECOACH INVEST ELECTRONIC 22 - -

TOTAL INVESTMENT/CUSTODY SERVCIES - -

UNDEFINED SERVICES

VENDOR FEES 14 - -

E-BOX PAYMENT RETURN 1 - -

TOTAL UNDEFINED SERVICES - -

SUB-TOTAL (SERVICE GROUP 1) - -


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Additional Charges:

List any additional services for which the Proposer intends to charge, along with the price per item (use additional page(s), if necessary). Any costs associated with the requested services not listed on this Cost Submission Form will be assumed to be free of charge. This excludes supplies such as deposit bags and receipts.

Standard Fee

Per Unit

Discounted

or City's Fee

Per Unit

City

Estimated

Monthly

Unit

Volume

Total Monthly

Cost

Total Annual

Cost

SERVICE GROUP 2

LOCKBOX SERVICDES (SERVICE GROUP 2)

E-BOX MONTHLY MAINT (W/CROSS REF) 1 - -

RLBX IMAGE STORAGE 14,971 - -

RLBX TRANSMISSION ITEM 8,181 - -

RLBX PROGRAMMING / SETUP 1,659 - -

RLBX FOREIGN ITEM 1 - -

RLBX US MAIL OUTGOING 24 - -

INCOMMING OVERNIGHT MAIL 1 - -

RLBX MONTHLY BASE 1 - -

RLBX ITEM PROCESSED 5,853 - -

RLBX PARTIAL PAYMENT 506 - -

RLBX MULTIPLE PAYMENT 1,822 - -

RLBX UNPROCESSABLE ITEM 28 - -

RLBX CASH PAYMENT 1 - -

RLBX DATA CAPTURE 712 - -

RLBX TRANSMISSION BASE 1 - -

RLWF DEPOSIT CUTS 21 - -

RLWF MANUAL ADDRESS CHANGE 6 - -

WLBX MONTHLY BASE 1 - -

CORRESPONDENCE / REJECTS 1 - -

WLBX STANDARD ITEM PROCESSED 458 - -

WLBX DOCUMENT SCANNED 951 - -

WLBX 7 YR B/W IMAGE ARCHIVE 951 - -

WLBX VALUE ADDED KEYING 15,346 - -

WLBX DAILY DEPOSIT CUT 20 - -

LOCKBOX ON-LINE SUBSCRIPTION MTHLY BASE 1 - -

TOTAL LOCKBOX SERVICDES (SERVICE GROUP 2) - -

TOTAL COSTS (SERVICE GROUP 1 AND 2 -$ -$


Page 56 of 69

Attachment E-2

SAFEKEEPING/CUSTODIAL SERVICES SUBMISSION FORM (SERVICE GROUP 5)

Complete all items on this attachment. If your firm does not or cannot provide a specific requested service, please indicate "no proposal" and, if appropriate, recommend an alternate service. Also, if your firm has additional costs or sub-categories associated with the requested service, add those line items and estimate volume for those consistent with volumes already provided. Volumes indicated represent average quarterly activity.

Additional Charges:

List any additional services for which the Proposer intends to charge, along with the price per item (use additional page(s), if necessary). Any costs associated with the requested services not listed on this Cost Submission Form will be assumed to be free of charge.

Standard

Fee Per Unit

Discounted

or City's Fee

Per Unit

City

Estimated

Quarterly

Unit

Volume

Total

Quarterly Cost

Total Annual

Cost

SAFEKEEPING SERVICES

ANNUAL ADMINISTRATIVE FEE n/a -$ -$

DEPOSITORY AND FEDERAL BOOK ENTRY ELIGIBLE HOLDINGS 204 - -

INCOME COLLECTION 102 - -

INVESTMENT TRANSACTIONS 50 - -

WIRE TRANFERS 33 - -

TOTAL COSTS -$ -$


Page 57 of 69

Attachment F INSURANCE REQUIREMENTS

CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS

EACH OCCURRENCE

AGGREGATE

YES YES

WORKER’S COMPENSATION EMPLOYER’S LIABILITY

STATUTORY STATUTORY

YES

GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY

BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES AUTOMOBILE LIABILITY, INCLUDING

ALL OWNED, HIRED, NON-OWNED

BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED

$1,000,000 $1,000,000 $1,000,000

$1,000,000

$1,000,000

$1,000,000 $1,000,000 $1,000,000

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), NEGLIGENT PERFORMANCE, AND FIDELITY (CRIME) INSURANCE

ALL DAMAGES

$5,000,000

YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST

AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

VI. INSURANCE COVERAGE MUST INCLUDE:

A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND

B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR

CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.

II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”

Page 58 of 69

A. PRIMARY COVERAGE

WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

23. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

24. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT

OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

NOTICES SHALL BE MAILED TO:

PURCHASING AND CONTRACT ADMINISTRATION

CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303.

Page 59 of 69

Attachment G

This attachment is only to be filled out by the finalist(s). The City will notify when you need to complete and submit this form; for now it’s provide as an informational item, however, should you have an exception to filling this form or parts of it, that should be stated in the exception part of the proposal (see 5.7 Chapter 7 – Proposal Exceptions).

Vendor Information Security Assessment (VISA) Questionnaire

Purpose: This Vendor Information Security Assessment (VISA) Questionnaire requests information concerning a Cloud Service Provider (the Vendor), which intends to provide to the City of Palo Alto (the City) any or all of the following services: Software as a Service (SaaS); Platform as a Service (PaaS); and Infrastructure as a Service (IaaS).

Note/Instructions:

SaaS, PaaS and IaaS are each a “cloud’ servicing model, in which software and database applications, computer network infrastructure and/or computer hardware/software platforms is/are hosted by the Vendor and made available to customers interconnected to a network, typically to the Internet.

This Questionnaire is for the sole use of the intended Vendor and may contain confidential information of individuals and businesses collected, stored, and used the City. Any unauthorized collection, storage, use, review or distribution may be prohibited by California and/or Federal laws. If you are not the intended recipient of this Questionnaire, please contact the sender by e-mail and destroy all copies of the Questionnaire.

The Vendor shall provide answers to the questions or information to the requests provided below.

In the event that the Vendor determines that it cannot meet the City’s security and or privacy requirements, the Vendor may submit a request for an exception to the City’s requirements and propose alternative countermeasures to address the risks addressed in this Questionnaire. The City’s Information Security Manager (ISM) may approve or reject the exception request, depending on the risks associated with the exception request.

Upon receipt of the Vendor’s response, the ISM will conduct a security risk assessment, using the following scoring methodology:

A = Meets completely

B = Partially meets. The Vendor may be required to provide additional requested information

C = Doesn’t meet. The Vendor may be required to provide missing/additional detail

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Vendor Information:

Vendor Organization Name

Address

Information Security Contact Person Name

Email

Phone

Date this Questionnaire Completed

1.0 BUSINESS PROCESS AND DATA EXCHANGE REQUIREMENTS

# Question

Response

from the

Vendor

Score

(Completed

by City)

Additional

Information/Clarification

Required from the Vendor

(Completed by City)

1.1 Please provide a detailed description of the Vendor’s business process that will be supported by it, as this relates to the proposed requirements of the City’s RFP or other Business Requirements Document (BRD)

1.2 Has the Vendor adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards?

1.3 What data exchange will occur between the City and the Vendor? What data will be stored at the Vendor’s or other third party’s data storage location? (Provide data attributes with examples)

Example: (Payment Card Information, Social Security Number, Driving License number Patrons Name, Address, telephone etc.), which are examples of personal information, the privacy of which are protected by California constitutional and statutory law.

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# Question

Response

from the

Vendor

Score

(Completed by

City)

Additional

Information/Clarification Required

from the Vendor

(Completed by City)

1.4 In the event that the Vendor is required to store Private Information (PI), Personally Identifiable Information (PII), or Sensitive Information (SI) (collectively, the Information) about individuals in the service provider’s business systems, how does the Vendor maintain the confidentiality of the Information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations?

1.5 What mechanism and/or what types of tool(s) will be used to exchange data between the City and The Vendor? Example: (VPN, Data Link, Frame Relay, HTTP, HTTPS, FTP, FTPS, etc.)

1.6 What types of data storage (work in progress storage and backup storage) are present or will be required at the Vendor’s site? Example: (PCI Credit Card Info, SSN, DLN, Patrons Name, Address, telephone etc.)

1.7 Is e-mail integration required between the City and the Vendor?

Example: The provision of services may require the City to provide the Vendor with an e-mail account on the City’s e–mail server.

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# Question Response from the

Vendor

Score

(Completed

by City)

Additional


Required from the

Vendor

(Completed by City)

1.8 Has the Vendor ever been subjected to either an electronic or physical security breach? Please describe the event(s) and the steps taken to mitigate the breach(es). What damages or exposure resulted? Are records of breaches and issues maintained and will these records be available for inspection by the City?

1.9 Does the Vendor maintain formal security policies and procedures to comply with applicable statutory or industry practice requirements/standards? Are records maintained to demonstrate compliance or certification? Does the Vendor allow client audit of these records? NOTE: PLEASE PROVIDE SUPPORTING DOCUMENTATION.

2.0 What are the internet and the browser security configurations for the cloud application? What security standards and requirements does the Vendor maintain to ensure application security at the user interface? (A set of detailed documentation should be provided to support the compliance.

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2.0 APPLICATION/SOLUTION CONFIGURATION

# Question

Response

from The

Vendor

Score

(Completed

by City)

Additional



(Completed by City)

2.1 What is the name of the application(s) that the Vendor will host in order to provide services to the City? (List all)

2.2 What functionality will be provided to the City’s employees or the City’s customers or other recipient of City services through the application?

2.3 Will the Vendor use a subcontractor and/or a third party service provider? (List all). If yes, then what data privacy and information security agreements are in place between the Vendor and any subcontractor/third party to ensure appropriate and accountable treatment of information? Note the City requires each subcontractor and/or third party to complete this Questionnaire.

2.4 What is the Vendor's application(s) hosting hardware and software platform? Provide a detailed description, including SP [what’s this, Raj?] and a patch or security applications in use.

Example: Windows or Unix Operating System (OS) and other detail.

2.5 How does the Vendor’s application and database architecture manage or promote segregation of the City's data (related to its function as a local government agency) from the data of individuals providing services to or receiving services from the City?

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# Question

Response

from The

Vendor

Score

(Completed

by City)

Additional



(Completed by City)

2.6 Describe the Vendor’s server and network infrastructure. Please provide server and network infrastructure deployment topology, including data flow architecture including but not limited to security management applications, firewalls, etc.

2.7 Please provide a detail proposed solution that will be developed as a part of the Vendor’s implementation to support this project. (For example detailed solution architecture, secured data flow to support business processes, etc.).

3.0 DATA PROTECTION

# Question

Response

from the

Vendor

Score

(Completed

by City)

Additional



(Completed by City)

3.1 What will be the medium of data exchange between the City and Vendor?

3.2. How will the data be kept secure during the data exchange process? Example: (VPN, Data Link, Frame Relay, HTTP, HTTPS, FTP, FTPS, etc.)

3.3 How will the City’s data be kept physically and logically secure at the Vendor’s preferred storage location? Example: Locked storage, Digitally, Encrypted etc.

3.4 What application level protections are in place to prevent the Vendor’s or a subcontractor/third party’s staff member from viewing unauthorized confidential information? For example, encryption, masking, etc.

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# Question

Response

from the

Vendor

Score

(Completed

by City)

Additional



(Completed by City)

3.5 What controls does the Vendor exercise over the qualification and performance of its team? Of their subcontractor/third party’s team(s)? (For example criminal background verification prior to employment, providing security training after employment and managing Role Based Access Control (RBAC) during employment and network and application access termination upon employment termination.

4.0 DATA BACK-UP

# Question

Response

from the

Vendor

Score

(Completed

by City)

Additional



(Completed by City)

4.1 What are the Vendor’s method(s) used to keep data secured during the data backup process?

4.2. Is the Vendor’s encryption technology used to encrypt whole or selective data?

4.3 What types of storage media will the Vendor use for data backup purposes? For example, Tape, Hard Disk Drive or any other devices.

4.4 Are the Vendor’s backup storage devices encrypted? If ‘yes,’ please provide encryption specification, with type of encryption algorithm and detail process of encryption handling. If ‘no,’ provide a detailed description (with process, tools and technology) to keep data secured during the back-up process.

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5.0 DATA RETENTION

# Question

Response

from the

Vendor

Score

(Completed by

City)

Additional


Required from the

Vendor

(Completed by City)

5.1 What is the Vendor’s retention period of the backed up data? The data retention process shall comply with the City’s data retention policy. [Does the Vendor know what this is?]

5.2 Are the data back-up storage media at the Vendor’s location or other third party location?

5.3 If the Vendor’s backup storage devices are stored with another company, please provide:

a. Company Name:

b. Address:

c. Contact person detail (Phone and Email):

d. What contractual commitments are in place to guarantee security performance from these vendors

5.4 What is the media transfer process (I.e. The lock box process used to send tapes off-site)?

5.5 Who has access to the data storage media lockbox(es)? (Provide Name and Role)

5.6 Who on the Vendor’s staff or subcontractor/third party’s staff is/are authorized to access backup data storage media? (Provide Name and Role)

5.7 What is the backup data storage media receipt and release authorization process(es)? (Please submit a soft copy of the process)

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6.0 ACCOUNT PROVISIONING AND DE-PROVISIONING (The Vendor must receive formal pre-authorization from the City’s Information Security Manager prior to provisioning and de-provisioning of application access account).

# Question

Response

from the

Vendor

Score

(Completed

by City)

Additional



(Completed by City)

6.1 What is the account provisioning/removal process?

Example: how are users accounts created and managed?)

6.2. What is the account deprovisioning/removal process? Example: how are users accounts created and managed?)

6.3 How will the City’s employees gain access to required application(s)?

6.4 Does the application(s) have the capability to restrict access only from the City’s WAN (Wide Area Network)?

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7.0 PASSWORD MANAGEMENT

# Question

Respons

e from

the

Vendor

Score

(Completed

by City)

Additional

Information/Clarificati

on Required from the

Vendor

(Completed by City)

7.1 What will be the policy and/or procedures for the logging, authentication, authorization and password management scheme? (Please provide a soft copy of the process)

7.2.

Where will the login and password credentials be stored?

7.3 Are the password credentials stored with encryption? If ‘yes,’ please provide encryption scheme detail.

7.4 The Vendor’s application must comply with the following password requirements. Does the Vendor’s application meet these requirements?

1. First time password must be unique to an individual and require the user to change it upon initial login.

2. If the password is sent via plain text e-mail to the City employee to mitigate security exposure.

3. The City requires first time password to have a time-out capability of no more than 7 days.

4. The e-mail notification must not be copied to anyone except the user.

5. The permanent/long term password must be changed frequently (at least TWICE a year)

6. E-mail notification must be sent to the user whenever the password has been updated.

7. User should not be able to view data or conduct business unless an initial password has been updated with a different password.

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8. The Vendor shall inform the City’s users that, when a new password is created, the user shall not use the City’s LDAP password. [What’s LDP? Spell out, don’t use acronyms]

9. The password must have 8 or more alphanumeric (/) characters and it must contain at least one character from each of the bullets noted below (i.e. each line shall contribute at least one character):

abcdefghijklmnopqrstuvwxyz

ABCDEFGHIJKLMNOPQRSTUVWXYZ

0123456789

!@#$%^&*()-+=`~,></\"'?;:{[}]

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