DISTRICT BANK DEPOSITORY SERVICES

Invitation For Request For Sealed Bid Proposal DISTRICT BANK DEPOSITORY SERVICES Request for Sealed Bid Proposal and Guidelines for Submittal ISSUED: Monday, October 3, 2016 PROPOSALS DUE ON OR BEFORE: OCTOBER 26, 2016 @ 10:30 A.M. MEHLVILLE SCHOOL DISTRICT C/O MARSHALL CRUTCHER - CFO 3120 LEMAY FERRY ROAD ST. LOUIS, MO 63125 Contact Person: Marshall Crutcher Title: Chief Financial Officer Phone #: 314-467-5201 E-mail: crutcherm@mehlvilleschooldistrict.net 1

STATEMENT OF INTENT In accordance with 165.211,RSMo., Mehlville School District is requesting sealed bid proposals for bank depository services. This document establishes the requirements for the requested services. Proposals should address all Requests for Proposal (RFP) requirements. The Proposer declares understanding, agreement and certification of compliance to provide the items and/or services, at the fees quoted, in accordance with all terms and conditions, requirements and specifications of the original RFP and as modified by any addendum. GENERAL INFORMATION TERMS & CONDITIONS 1. Service period. December 1, 2016 through November 30, 2021 (five years) which is in accordance to board policy DG-AP(1). The minimum length is three years, with an option exercisable by the District to renew at the same terms for up to two additional years. 2. District general overview. The District has a $115M revenue budget for 2016-17, employs about 1,400 full-time/part-time employees, and educates over 10,000 students. They operate 16 traditional school buildings, plus two alternative education buildings and an Early Childhood building. Additionally, there are three administrative building sites. PROPOSAL 3. Proposal deadline. The sealed bid must be RECEIVED by 10:30 a.m., CDT, October 26, 2016. Electronic offers or modifications will not be accepted. 4. No District obligation. There is no expressed or implied obligation for the District to reimburse the bidder for any expenses incurred in preparing the Proposal. The District shall not be responsible for any pre-agreement expenses of any bidder. 5. The Proposal shall include a Letter of Transmittal that provides an introduction to the Depository and includes an expression of the bank s ability to meet the requirements of the RFP. The Letter of Transmittal must be signed by an authorized individual able to bind the Depository to all items in the Proposal. 6. Pledged securities. The proposal should explain the type and amount of securities to be used as collateral, articulate the detail process for properly collateralizing District funds, explain any requirements of District staff with this process (i.e. releasing securities with the Federal Reserve), and identify the trustee for the securities pledged. This information should be included in the Letter of Transmittal. 7. On-line banking security. The proposal should specifically explain the security system used, user equipment to be provided, and the process for the user to access the on-line data. This information should be included in the Letter of Transmittal. 2

8. Service team. Identify names, titles, roles, and years of experience with this Depository for each service member that District management will be interacting if the bid is approved. This information should be included in the Letter of Transmittal. 9. District bond purchases. If the District issues debt in the future, whether general obligation bonds or certificates of participation, state a minimum dollar amount the Depository is committed to purchasing assuming the bond is $10M or greater and interest rates at market. 10. The Proposal shall include an Executive Summary that is a one or two paragraph summary that highlights the Depository s strengths and the ability to meet all RFP requirements, indicates any requirements that cannot be met, and references any other key points the District should consider during the evaluation. Essentially, the executive summary summarizes key points in the Letter of Transmittal. This summary should enable the District to determine how well the Proposal meets the District s requirements. 11. The Depository shall complete Attachment 1, Depository Profile. 12. The Depository shall complete Attachment 2, References. 13. Per requirements of 165.211, RSMo., the Depository must submit a certified check for $2,500 payable to Mehlville School District R-9 with the proposal. The check will be returned to unsuccessful bidders immediately upon board approval of the successful bidder. The check will be returned to the successful bidder upon verification of the pledged securities by law. 14. Proposed fee schedule. The Depository must complete Attachment 3, Fee Schedule. Failure to complete the fee schedule fully and in the format requested may disqualify the bidder from consideration. Attachment 3 is a separate Excel file that accompanies this RFP. 15. Submit 2 Proposal copies. The Depository must submit two (2) original copies of the Proposal in sealed envelopes plainly marked with the name Bank Depository Proposal. Proposals should be delivered to: Marshall Crutcher, CFO Mehlville School District 3120 Lemay Ferry Road St. Louis, MO 63125 16. Representation of information. The District has used considerable efforts to attempt to convey accurate, thorough information in this RFP to the best of our knowledge. However, there may be unintended deviations or omissions of information. The RFP is a guideline for bidders. Therefore, the bidders must form their own opinions and conclusions in respect to the matters addressed in this RFP document. The bidder is responsible for its own verification of all information provided and must satisfy itself as to the intent of the RFP specifications. After submission of the Proposal, no complaint or claim that there was any misunderstanding will be considered. The bidder agrees that it will make no claim for additional payment or seek an extension of time for completion of the work or seek any other 3

concession because of any misinterpretation or misunderstanding of the RFP, or of any failure to fully acquaint itself with all conditions relating to the proposed work. 17. Missouri Secretary of State Registration. The Company must provide a current Annual Registration Report from the Missouri Secretary of the State s Office showing good standing. 18. Proposal summary checklist. Make sure you submit the following with your proposal: a. Letter of Transmittal (covering points #5 thru #8) b. Executive Summary (point #10) c. Certified check for $2,500 (point #13) d. Two copies of the proposal (point #15) e. Missouri Secretary of State good standing status (point #17) f. Attachments #1, 2, 3 GENERAL TERMS 19. Cover all RFP requirements. The bidder must submit a complete Proposal covering all requirements identified in this RFP in order to be considered. All Proposals must be submitted on the District forms as attached with this specification. Proposals submitted on forms other than the enclosed may be rejected. Non-compliance with RFP specifications will disqualify Proposals from further consideration. 20. RFP terms supersede Proposal terms. In the event of a conflict between the Proposal and the RFP, the District shall resolve any inconsistency in favor of the RFP. Additionally, the District shall in good faith decide all inconsistencies and/or disputes pertaining to the RFP and the Proposal. The bidder agrees to abide by the decisions of the District. 21. Submitted Proposals are final. All Proposals shall be deemed final, conclusive and irrevocable and no Proposal shall be subject to correction or amendment for any error or miscalculation. No Proposal shall be withdrawn without the consent of the District after the scheduled closing time for the receipt of Proposals. 22. Oral communication is non-binding. No oral interpretation will be made to any bidder as to the meaning of the RFP. Any oral communication will be considered unofficial and nonbinding on the District. Unauthorized contact by the bidder with other District employees or Board members regarding the RFP may result in disqualification. 23. Requests for RFP clarification. Requests for interpretation can be made in writing to the CFO of Mehlville School District no later than 10:30 a.m. on October 20, 2016. The bidder should rely only on written statements issued by the CFO of the District. 24. Specifications modified. The District reserves the right to modify the specifications prior to the Proposal submission deadline. Any revisions will be posted on the District website. 25. Adherence to laws. The Depository is responsible for adhering to all state and federal laws applicable to public school districts including the furnishing of securities. Funds deposited must be fully secured as required by law. 4

26. Surplus funds. The District reserves the right to deposit excess funds to other financial institutions. 27. Investigation notification. If at any time during which there are District funds on deposit under this agreement, Depository comes under investigation (other than ordinary review of financial institutions) or investigations that have no relationship to the deposits or the safety and soundness of the Depository management or control of the FDIC, or any other federal government entity authorized by law to implement the provisions of the Financial Institution Reform Recovery Act (FIRREA), or any similar or successor federal law, Depository shall notify the District unless prohibited from doing so by law, regulation or the applicable regulatory agency and shall further notify the FDIC or other appropriate federal agency or entity of the existence and terms of this agreement. The District and the Depository or any successor, assignee or transferee in whole or part of Depository s interests under this agreement agrees to be bound exclusively by the terms of this agreement and Missouri statutory law. 28. Transfer, assignment, sub-contract. Depository shall not transfer, by assignment, subcontract or otherwise, any interest or duty in this agreement, including the services or responsibilities described in the District s Request For Proposal, without the prior written consent of the District. 29. Data back-up. Depository must maintain the capability to access or reconstruct necessary data files in the event of destruction or software default, and to operate on substitute equipment or software within three (3) business days if rendered inoperative. 30. Confidentiality. Depository must maintain complete confidentiality of all records relating to services performed under this agreement, including the Depository s response to the Request For Proposal, in accordance with state and federal laws, rules and regulations. Notwithstanding the foregoing, the Depository may provide information in response to a subpoena or regulatory request for information or as part of an examination by Depository s regulatory agencies. 31. Related parties and conflict of interest. The Depository certifies there are no parties of interest or conflicts of interest, as defined by state or federal regulations, existing between the Depository and the District or any of its employees, agents, or Board of Education members. ACCEPTANCE 32. Submit the best offer. The District may award a contract based upon the initial Proposals received without discussion of such Proposals. Accordingly, each initial Proposal should be submitted with the most favorable fee and service standpoint. 5

33. Right of rejection. The District reserves the right to reject any or all Proposals and to waive informalities and minor irregularities in Proposals received. The District, in its sole discretion, will determine whether an irregularity is minor. 34. Negotiations. The District reserves the right to negotiate final contract terms with any Company, regardless of whether such Company was interviewed or submitted a best and final Proposal. Neither the commencement nor cessation of negotiations shall constitute rejection of the Proposal or a counteroffer on the part of the District. 35. Interviews. To facilitate consideration of the Proposals, the District may, at its option, conduct interviews, after receipt of the Proposal, in an attempt to clarify or qualify terms of the Proposal. If this is necessary, the Company will be contacted to arrange a time for an interview. 36. Acceptance without interviews or negotiations. The District may accept any Proposal as submitted whether or not interviews or negotiations have been conducted between the parties. 37. Evaluation criteria. Proposals will be evaluated by the District and designated staff by the following criteria: a) Qualifications of the Company and assigned team regarding experience and resources b) Quality of service provided c) Value of service provided 38. Performance capabilities. The Company must be able to show evidence of performance ability and financial surety as deemed necessary to perform the required services. TERMINATION 39. Non-compliance/breach. The District, in its discretion, may immediately terminate the Agreement in whole or in part at any time, whenever it is determined the Company has failed to comply with or breached one or more of the terms and conditions of this document. 40. Funds appropriation/legislation. The District may terminate the Agreement effective on the date that written notice is provided to the successful Company without further cost or liability if: 1) the District s Board of Education fails to approve the appropriation of funds sufficient for the District s obligations under the Agreement, or 2) the funds are not appropriated due to federal, state or local action, 41. Company distress. The District may terminate the Agreement immediately without further cost or liability if any of the following events occur: 1) insolvency of the successful Company; 2) liquidation or dissolution of the successful Company; 3) the institution of any voluntary or involuntary bankruptcy proceeding by or against the successful Company; 4) assignment by the successful Company for the benefit of creditors; 5) or the appointment of a receiver or trustee to manage the property of the successful Company. 6

42. 120 days or less. In the event the Agreement initially awarded by the District is terminated for any reason within 120 days of the due date for Proposals, the District reserves the right to negotiate and accept any other submitted Proposal. DEPOSITORY SERVICES TERMS 1. Bank accounts. The District currently uses 7 interest bearing checking accounts for A/P disbursements (zero balance), payroll disbursements (zero balance), depository (investment repo sweep), debt service checking, section #125 checking, self-insurance disbursements (zero balance), and self-insurance depository (checking). The Depository must accommodate these account types. 2. Supplies. The Depository needs to provide the following supplies to the District: a) 2 night deposit locked bank bags for each school or department (about 110 total) b) 4-part deposit slip forms 1-white, 2-yellow, 3-blue, 4-pink (7,250 per year) c) Bulk coin deposit bags upon request (limited need) d) Money straps and cash deposit envelopes upon request e) Check stock for disbursements (about 7,500 per year) f) Cashier checks upon request (limited need) g) One large safe deposit box 3. Debit transactions and reporting. The District needs the following services: a) The District disburses money by various means including check, ACH disbursements, ACH payroll direct deposits, and wire transfers. The Depository agrees to pay out of the accounts of the District such sums as the District may draw by check, ACH, wire transfer or account withdrawals against the balances of said accounts and free of any expense to the District. b) Zero-balance disbursement accounts. The Depository will provide zero-balance disbursement accounts. c) Two signature verification for check disbursements d) ACH filter controls to only allow specified vendors debit District accounts via ACH e) Stop payments f) Facilitate wire transfers by phone, fax, and internet banking g) Process credit transactions, accept bulk coin deposits, and overnight deposits h) Secured internet banking (ACH, wire transfer, bill pay, stop pay, account transfers, account transaction detail, account statements, etc.) i) Daily transaction statement. A daily statement of transaction detail for the main depository account is available for the following day by 1 pm for pick up by a District courier (statement descriptions may have more detail than on-line descriptions) j) Bank statements or reports must be provided by the Depository showing the daily balance, account activity or other relevant information regarding the District accounts, and should be made available by internet the first business day after the calendar month-end, and hard copy statements available the second business day after the calendar month-end. 4. Credit transactions. The District needs the following services: 7

a) The District deposits money (including bulk coins and overnight deposits) with the Depository in demand deposit, time deposit, or other such deposit accounts that will require the pledge of collateral securities. The Depository agrees to safely keep the demand deposits made hereunder, and to promptly collect all checks, drafts and other instruments of exchange deposited with it b) Investment sweep accounts. The Depository will provide investment sweep accounts. c) Bank guard. Provide a bank guard to carry the daily deposit from the District van into the bank (usually around 1 pm) d) Daily receipt of bank bag deposit without waiting. A dedicated teller will immediately receive bank bags and record the bag number onto a district bank bag log so there is no waiting by the District courier e) Daily return of prior day deposit bank bags without waiting. A dedicated teller will give back prior day deposit bank bags to the District courier and record the bag numbers onto a district bank bag log so there is no waiting by the courier f) Deposits are posted the same business day if it is received no later than 1:30 pm g) Dual access controls for counting bank bags. Bank bags must be opened and counted in the presence of at least two employees at all times. h) Over/short form. If the bank count differs from the deposit slip amount, the difference is recorded to an Over/Short form showing date, first & second counters, account #, bag #, and amount, then given back the next day to a 2 nd District courier i) Bank verified deposit. Deposit slip copies need to have bank verified transaction date, deposit amount, and bank account # clearly noted (either by MICR encoding or receipt stapled to the deposit slip). Deposit slip copies are given back the next day to a 2 nd District courier j) Requests for currency/coin change. District requests for change (i.e. exchange twenty one-dollar bills for one twenty-dollar bill) are prepared in advance by the bank so there is no waiting by the courier 5. Interest. Depository will pay to the District interest on monies deposited with Depository for the period during which Depository holds a deposit or deposits. The rate or rates of interest to be paid by Depository shall be determined by the rate or rates in effect at the time of each deposit, as posted by the Depository, or based upon the applicable rates stated by the Depository in its bid applicable to such deposits, if higher. It is understood and agreed the rates may change from time to time and that District shall be notified of any such rate changes in the same manner as notification is given to other depositors of Depository for the type of deposit affected by such change except as may be provided otherwise in the Depository s bid to the District. 6. Pledged securities. To secure the safekeeping of the monies deposited, the Depository agrees to deposit securities of the kind and character specified in Chapters 110 and 165, RSMo.,as amended ( Securities ), in an amount which shall be at least equal in market value to 100 percent of the aggregate amount on deposit with Depository hereunder less the amount thereof, if any, which is insured by the Federal Deposit Insurance Corporation (FDIC), or any successor federal government agency or entity established by law to insure deposits. The Securities shall be delivered to, receipted for and held by an independent financial institution at the expense of Depository. Depository does hereby grant, bargain, convey and pledge a security interest in and lien upon any and all securities deposited with the District s custodian 8

in accordance with the terms of the contract and pledge agreement. In every pledge and transfer of Securities hereunder, Depository shall take all steps necessary to cause the District s security interest in Securities to be perfected under applicable law or where applicable under any federal regulation governing transfers of securities. Perfection is accomplished by a control agreement among the bank, the district and the third party custodian. In addition to the rights and remedies given to the District hereunder, the District shall have all the rights and remedies of a secured party under Chapter 400, RSMo., as amended. 7. Inspect securities. The District may from time to time, and upon reasonable prior notice to Depository, inspect the Securities or book entry receipts for the Securities or request an accounting of Securities to determine that they are kept and maintained as required. The necessary expenses incident to the deposit and inspection of the Securities shall be paid by Depository. If at any time, or for any reason, the District determines that the Securities do not satisfactorily secure the deposits made or to be made hereunder, the District may require that additional or substitute Securities be given and Depository shall furnish such additional or substitute Securities as are satisfactory to the District, as appropriate. 8. Withdraw excess securities. Depository may withdraw any of the Securities to the extent that the market value of the deposited Securities exceeds the amount required, and may withdraw Securities upon delivery of Securities in substitution for those withdrawn, provided that such substituted Securities shall have a market value equal to or greater than those withdrawn. 9. Converting securities. If the Depository fails to pay a deposit or any part thereof, pursuant to the terms of this agreement, then the District may forthwith convert the Securities into money and disburse the same according to the law. Attachment 1: Depository Profile for Mehlville School District RFP Designate one individual as the Depository s primary contact person during the RFP evaluation period. Legal name Representative s Name Title Address City/State/Zip Telephone # E-mail Address Years in Operation Years under current structure and/or under previous structure 9

1) Name of Depository s Officers: NAME TITLE 2) Location of local branch locations in order of proximity to Mehlville School District Central Office. ADDRESS PHONE NUMBER 3) The undersigned hereby acknowledges a contractual agreement to all the terms and conditions set forth in the Request For Proposal, including all attachments. If this bid is approved by the District Board, the District will sign this document which will then serve as the contractual agreement for the services requested in this agreement. (Depository: Printed Name) (District: Printed Name) (Depository: Signature) (Date) (District: Signature) (Date) Attachment 2: References for Mehlville School District RFP Submit up to three (3) school district/government references. Each reference should be as similar to the RFP services as possible. Reference cannot be an affiliate of the Depository. 1) Organization Name: Business Address: Name/Title of Contact: Phone Number of Contact: E-Mail Address: Contract Length: 10

2) Organization Name: Business Address: Name/Title of Contact: Phone Number of Contact: E-Mail Address: Contract Length: 3) Organization Name: Business Address: Name/Title of Contact: Phone Number of Contact: E-Mail Address: Contract Length: (Depository: Printed Name) (Depository: Signature) (Date) 11