CM-11-09-179Aid.: 31 '11
).wv_Avol-r19
City Manager Approval Form
Item Caption: Consider executing a Banking and Depository Consultant Service Agreement with Patterson & Associates
Approval Date: September 2, 2011
Department Name: Finance Department
Project Manager: Elaine Wilson
Assigned Attorney:
Item Summary:
Attached is an agreement with Patterson Capital Management dba Patterson & Associates. This agreement will provide the
banking depository consulting services in preparation of application for banking, assistance in evaluation of applications, and
presentation to City Council for the City of Round Rock.
No. of Originals Submitted: 2
Project Name:
Cost: Not to exceed $4000
Source of Funds: General Fund
Source of Funds (if applicable): General Fund
Account Number: 5216-100-19000
Finance Director Approval: Cheryl Delaney
Department Director Approval:
Date: 8/31/11
Date: gj ISI I i
**Electronic signature by the Director is acceptable. Please only submit ONE approval form per item. **
CIP n Budget
N/A OK
LI
N/A
OK
Purchasing I I Accounting n n
N/A OK N/A OK
ITEMS WILL NOT BE PLACED ON THE COUNCIL OR CM AGENDA W/OUT PRIOR FINANCE AND/OR LEGAL APPROVAL
REV. 6/20/11
CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES WITH
PATTERSON CAPITAL MANAGEMENT dba PATTERSON & ASSOCIATES
This Agreement shall recite the contractual terms whereby the City of Round Rock, Texas
(hereinafter referred to as the "City") engages Patterson Capital Management dba Patterson &
Associates (hereinafter referred to as "Patterson" or the "Consultant") to perform, by way of
illustration and not limitation, the following services:
Provision of banking depository consulting services in preparation of applications for
banking, assistance in evaluation of applications, and presentation to City Council;
provision of consulting services in developing a solicitation for Banking Depository
Services, including but not limited to reviewing current financial banking structure and
banking operations, identifying other services of possible benefit to the City, analyzing
current bank account architecture in relation to the City's operations and existing banking
services and products, and assisting in the definition of a scope of work and resources
needed for completing the correlating solicitation.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the
City of Round Rock, a Texas home -rule municipality, 221 East Main Street, Round Rock, Texas
78664-5299, and Patterson Capital Management dba Patterson & Associates, 301 Congress
Avenue, Suite 570, Austin, Texas 78701.
RECITALS:
WHEREAS, the City has determined there is a need for the delineated services; and
WHEREAS, the City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, it is
mutually agreed between the parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective on the date this Agreement has been signed by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of the
term indicated herein, or is terminated or extended as provided herein.
The initial term of this Agreement shall be until full and satisfactory completion of the
work specified herein is achieved, but not later than twelve (12) months from the effective date of
this Agreement.
00231182/jkg
I -off-I-��
At the City's sole option, this Agreement may be renewed for one (1) additional six (6)
month period from the expiration date of the initial term, only upon the express written agreement
of both parties and only provided Consultant has performed each and every contractual obligation
specified in this Agreement.
The City reserves the right to review the Agreement and contractual relationship at any
time, and may elect to terminate same with or without cause or may elect to continue.
1.02 CONTRACT AMOUNT; AND SCOPE OF WORK DELINEATION
In consideration for the professional services to be performed by Consultant, the City
agrees to pay Consultant on an hourly basis at the rate of $150.00 per hour, only for work actually
performed by Consultant, in a capped total sum not to exceed Four Thousand and No/100 Dollars
($4,000.00), and such payment shall be for services and the Scope of Work deliverables as
delineated hereafter:
For purposes of this Agreement, Consultant has issued its Statement of Work. Such
Statement of Work is entitled "City of Round Rock Request for Proposal; RFP No. 11-023;
Banking Depository Consultant Services; Submitted July 12, 2011" and is attached as Exhibit "A"
and incorporated herein by reference for all purposes. This Agreement, including all exhibits, shall
evidence the entire understanding and agreement between the parties and shall supersede any prior
proposals, correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Statement
of Work within the contract term specified in Section 1.01. Consultant's undertakings shall be
limited to performing services for the City and/or advising the City concerning those matters on
which Consultant has been specifically engaged. Consultant shall perform its services in
accordance with this Agreement, in accordance with any appended exhibits, in accordance with
due care, and in accordance with prevailing consulting industry standards for comparable services.
1.03 PAYMENT FOR SERVICES; PAYMENT FOR REIMBURSABLE EXPENSES;
SUPPLEMENTAL AGREEMENTS
Not -to -Exceed Total for Payment for Services: Unless subsequently changed by additional
Supplemental Agreement to this Agreement, duly authorized by action of the City's Council or
Manager, Consultant's total compensation hereunder shall not exceed $4,000.00. This amount
represents the absolute limit of the City's liability to Consultant hereunder unless same shall be
changed by additional Supplemental Agreement, and the City shall pay, strictly within the
confines of the not -to -exceed sum recited herein, Consultant's professional fees for work done on
behalf of the City.
Reimbursable Expenses: Reimbursable expenses are not authorized under this Agreement.
Deductions: No deductions shall be made for Consultant's compensation on account of
penalty, liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon claims
associated with this Agreement, whether paid by the City or denied.
2
Supplemental Agreements: The terms of this Agreement may be modified by written
Supplemental Agreement hereto, duly authorized by the City's Council or Manager. if the City
determines that there has been a significant change in (1) the scope, complexity, or character of the
services to be performed; or (2) the duration of the work. Any such Supplemental Agreement
must be executed by both parties within the period specified as the term of this Agreement.
Consultant shall not perform any work or incur any additional costs prior to the execution, by both
parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done or
materials furnished unless and until there is full execution of any Supplemental Agreement, and
the City shall not be responsible for actions by Consultant nor for any costs incurred by Consultant
relating to additional work not directly authorized by Supplemental Agreement.
1.04 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly
detailed invoices to the City for services rendered. Each invoice for professional services shall
detail the services performed, along with documentation. All payments to Consultant shall be
made on the basis of the invoices submitted by Consultant and approved by the City.
Should additional backup material be requested by the City, Consultant shall comply
promptly. In this regard, should the City determine it necessary, Consultant shall make all
records and books relating to this Agreement available to the City for inspection and auditing.
If the City has any dispute with work performed, then the City shall notify Consultant
within thirty (30) days after receipt of invoice. In the event of any dispute regarding the work
performed, then and in that event Consultant shall either (a) satisfactorily re -perform the disputed
services or (b) provide the City with an appropriate credit.
Payment of Invoices: The City reserves the right to correct any error that may be
discovered in any invoice that may have been paid to Consultant and to adjust same to meet the
requirements of this Agreement. Following approval of invoices, the City shall endeavor to pay
Consultant promptly, but no Iater than the time period required under the Texas Prompt Payment
Act described in Section 1.08 herein. Under no circumstances shall Consultant be entitled to
receive interest on payments which are late because of a good faith dispute between Consultant
and the City or because of amounts which the City has a right to withhold under this Agreement or
state law. The City shall be responsible for any sales, gross receipts or similar taxes applicable to
the services, but not for taxes based upon Consultant's net income.
Offsets: The City may, at its option, offset any amounts due and payable hereunder against
any debt (including taxes) lawfully due to the City from Consultant, regardless of whether the
amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether
or not the debt due to the City has been reduced to judgment by a court.
1.05 REQUIRED REPORTS
Consultant agrees to provide the City with any necessary detailed interim and final written
reports, together with all information gathered and materials developed during the course of the
project. Additionally, Consultant agrees to provide the City with any necessary oral presentations
3
of such detailed interim and final written reports, at the City's designation and at no additional
cost to the City.
1.06 LIMITATION TO SCOPE OF WORK
Consultant and the City agree that the scope of services to be performed is generally
enumerated in Exhibit "A." Notwithstanding anything herein to the contrary, the parties agree that
the City retains absolute discretion and authority for all funding decisions, such decisions to be
based solely on criteria accepted by the City which may be influenced by but not be dependent on
Consultant' s work.
1.07 NON -APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any of the City's
fiscal years if the City does not appropriate funds sufficient to purchase the services as determined
by the City's budget for the fiscal year in question. The City may effect such termination by
giving Consultant a written notice of termination at the end of its then -current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to be made
by the City to Consultant will be made within thirty (30) days of the date the City receives goods
under this Agreement, the date the performance of the services under this Agreement are
completed or the date the City receives a correct invoice for the goods or services, whichever is
later. Consultant may charge interest on an overdue payment at the "rate in effect" on September
1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas
Government Code, Section 2251.025(b). This Prompt Payment Policy does not apply to payments
made by the City in the event:
(1)
There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the goods delivered or the service performed that
causes the payment to be late; or
(2) There is a bona fide dispute between Consultant and a subcontractor or between a
subcontractor and its supplier about the goods delivered or the service performed
that causes the payment to be late;
The terms of a federal contract, grant, regulation, or statute prevent the City from
making a timely payment with federal funds; or
(4) The invoice is not mailed to the City in strict accordance with any instruction on
the purchase order relating to the payment.
1.09 TERMINATION
This Agreement may be terminated for any of the following conditions:
(3)
4
(1)
By the City for reasons of its own, with or without cause, and not subject to the
mutual consent of any other party, such written termination notice to be given to
the other party not less than thirty (30) days prior to termination.
(2) By mutual agreement and consent of the parties, such agreement to be in writing.
(3) By either party for failure by the other to perform the services set forth herein in a
satisfactory manner, such notice to be given in writing to the other party.
(4) By either party for failure by the other party to fulfill its obligations herein.
(5) By satisfactory completion of all services and obligations described herein.
Should the City terminate this Agreement as herein provided, no fees other than fees due
and payable at the time of termination shall thereafter by paid to Consultant. The City shall pay
Consultant for all uncontested services performed to date of notice of termination.
If either party defaults in performance of this Agreement or if the City terminates this
Agreement for default on the part of the other party, then the City shall give consideration to the
actual costs incurred by Consultant in performing the work to the date of default. The cost of the
work that is useable to the City, the cost to the City of employing another firm to complete the
useable work, and other factors will affect the value to the City of the work performed at the time
of default.
The termination of this Agreement and payment of an amount in settlement as set forth
above shall extinguish all rights, duties, and obligations of the City and the terminated party to
fulfill contractual obligations. Termination under this section shall not relieve the terminated party
of any obligations or liabilities which occurred prior to cancellation.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not the City's employee. Consultant's
employees or subcontractors are not the City's employees. This Agreement does not create a
partnership, employer-employee, or joint venture relationship. No party has authority to enter into
contracts as agent for the other party. Consultant and the City agree to the following rights
consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct the means, manner and method
by which services required by this Agreement will be performed.
(3)
Consultant has the right to hire assistants as subcontractors, or to use employees
to provide the services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required
hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform services required by this Agreement.
(6) The City shall not require Consultant or its employees or subcontractors to
devote full time to performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
(7)
1.11 NON -SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment,
employ. or otherwise retain staff of the other during the term of this Agreement.
1.12 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by the City for use by Consultant
in connection with services to be performed under this Agreement, and any and all data and
information gathered by Consultant, shall be held in confidence by Consultant as set forth
hereunder. All parties agree to hold all confidential information in the strictest confidence and not
make any use thereof other than for the performance of this Agreement. Notwithstanding the
foregoing, the parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
Any and all materials created and developed by Consultant in connection with services
performed under this Agreement, including all trademark and copyright rights, shall be the sole
property of the City at the expiration of this Agreement.
1.13 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent
with generally prevailing professional or industry standards, and shall be performed in a
professional and workmanlike manner. Consultant shall re -perform any work not in compliance
with this warranty.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify the City. its officers. agents,
directors, servants, representatives and employees, from and against any and all suits, actions,
legal proceedings, demands, costs, expenses, losses, damages, fines, penalties, liabilities and
claims of any character, type. or description, including but not limited to any and all expenses of
litigation, court costs, attorneys fees and all other costs and fees incident to any work done as a
result hereof.
To the extent permitted by law, the City agrees to hold harmless, exempt, and indemnify
Consultant, its officers, agents, directors, servants, representatives and employees, from and
against any and all suits, actions, legal proceedings, demands, costs, expenses, losses, damages,
6
fines, penalties, liabilities and claims of any character, type, or description, including but not
limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees
incident to any work done as a result hereof
In no event shall either party be liable to the other for special or consequential damages,
statutory or otherwise.
1.15 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives
to each other with respect to the terms of this Agreement. Neither party may assign any rights or
delegate any duties hereunder without the other's prior written approval.
1.16 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing services hereunder. The City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its behalf;
(2) Make state and/or federal unemployment compensation contributions on
Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
1.17 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall comply with all
applicable federal and state laws, the Charter and Ordinances of the City, as amended, and all
applicable rules and regulations promulgated by local, state and national boards, bureaus and
agencies. Consultant shall further obtain all permits, licenses, trademarks, copyrights, and the like
required in the performance of the services contracted for herein, and same shall belong solely to
the City at the expiration of the term of this Agreement.
1.18 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers. employees, agents,
consultants and subcontractors will have no financial interest, direct or indirect, in the purchase or
sale of any product, materials or equipment that will be recommended or required hereunder.
1.19 DESIGNATION OF THE CITY'S REPRESENTATIVE
The City hereby designates the following representative authorized to act in its behalf with
regard to this Agreement:
7
Cheryl Delaney, Finance Director
221 East Main Street
Round Rock, Texas 78664
Telephone: (512) 218-5445
Facsimile: (512) 341-3301
Email: cdelaney@round-rock.tx.us
1.20 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated in this Agreement.
Notice to Consultant:
Linda T. Patterson
Patterson & Associates
301 Congress Avenue
Austin, TX 78701
Notice to the City:
Cityl Manager
City of Round Rock AND TO:
221 East Main Street
Round Rock, TX 78664
Stephan L. Sheets
Attorney at Law
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of
routine communications between representatives of the City and Consultant.
1.21 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein. exclusive venue for same shall lie in Williamson County, Texas. This Agreement shall be
governed by and construed in accordance with the laws and court decisions of Texas.
1.22 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including any appended exhibits, constitute
the entire agreement between the parties and supersede all previous communications,
representations. and agreements, either written or oral, with respect to the subject matter hereof.
No modifications of this Agreement will be binding on any of the parties unless acknowledged in
writing by the duly authorized governing body or representative for each party.
8
1.23 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute
with the help of a mutually selected mediator. If the parties cannot agree on a mediator, The City
shall select one mediator and Consultant shall select one mediator and those two mediators shall
agree upon a third mediator. Any costs and fees, other than attorney fees, associated with the
mediation shall be shared equally by the parties.
The City and Consultant hereby expressly agree that no claims or disputes between the
parties arising out of or relating to this Agreement or a breach thereof shall be decided by any
arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration
Act (9 USC Section 1-14) or any applicable state arbitration statute.
1.24 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in
connection with this Agreement, the prevailing party shall be entitled to seek to recover its
reasonable costs and reasonable attorney fees.
1.25 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay
or default in performance of any obligation hereunder shall constitute an event of default or a
breach of this Agreement, only to the extent that such failure to perform, delay or default arises
out of causes beyond control and without the fault or negligence of the party otherwise chargeable
with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil
war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other
casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations to the City if its failure to
perform or its substantial delay in performance is due to the City's failure to timely provide
requested information, data, documentation, or other material necessary for Consultant to perform
its obligations hereunder.
1.26 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion of provision of this Agreement void shall in no way
affect the validity or enforceability of any other portion or provision of this Agreement. Any void
provision shall be deemed severed from this Agreement, and the balance of this Agreement shall
be construed and enforced as if this Agreement did not contain the particular portion of provision
held to be void. The parties further agree to amend this Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this Article shall not prevent this entire Agreement from being void
should a provision which is of the essence of this Agreement be determined void.
9
1.27 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform all
of the services, responsibilities and duties specified herein and that such services, responsibilities
and duties shall be performed, whether by Consultant or designated subconsultants, in a manner
according to generally accepted business practices.
1.28 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only and
shall have no substantive effect on construction of this Agreement.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said
party's right to exercise such right or any other right in the future.
Time is of the essence to this Agreement. Consultant understands and agrees that any
failure of Consultant to complete the services due under this Agreement within the agreed term as
delineated in Section 1.01 herein will constitute a material breach of this Agreement.
The City agrees to provide Consultant with one (1) fully executed original of this
Agreement document.
This Agreement may be executed in multiple counterparts, which taken together shall be
considered as one original.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
CITY OF ROUND, ROCK, TEXAS
By:
Printed Name: Steve Norwoo
Title: Cit . ' . ger
Date Signed: y Q
ATTEST:
By:
SvA/h/L-4 AhAtb-
Sara L. White, City Secretary
FOR CITY • PPROVE 1 AS TO FORM:
By:
Steph
L. Sheets, Attorney
10
PATTERSON CAPITAL NAGEMENT dba PATTERSON & ASSOCIATES
By:
Printed Name' L) ,q ,pfd % %e2S�
Title: FS! (360 -7 -
Date
eDate Signed:
11
el1OsO -1
City of Round Rock
Request for Proposal
RFP No. 11-023
Banking Depository Consultant Services
Linda Patterson
Patterson & Associates
301 Congress Avenue, Suite 570
Austin, Texas 78701
512-320-5042
Submitted
July 12, 2011
PATTERSON & ASSOCIATES
E.STfti:Nl
;,5toF:Ai
EXHIBIT
nAn
ORIGINAL
0
City of Round Rock
Purchasing Department
221 E. Main Street
Round Rock, Texas 78664-5299
RE: Banking Depository Consultant Services #11-023
Dear Purchasing Department:
It is with pleasure that Patterson & Associates hereby submits its proposal in response to the City's Request for
Proposal for Banking Depository Consultant Services, which is valid for 180 days. We have fully reviewed and
understand the services to be performed. We are committed to provide the services as specified on time and
within budget.
Linda T. Patterson, President, will be the key contact for this RFP and lead on the project. She can be contacted at
512-320-5042, by fax 512-320-5041 or at linda@patterson.net. The firm is located at 301 Congress Avenue, Suite
570, Austin, Texas 78758.
The firm agrees to and fulfills all the terms and conditions outlined in the Request for Proposal. All questions have
been answered fully and directly in our response and we have kept all answers brief and succinct. We understand
all the services being requested and are fully capable of providing them.
Our proposal attempts to outline as concisely and completely as possible all the facets of our firm, our capabilities
and our desire to serve the City through our management and consulting skills. If there are any additional
questions please do not hesitate to contact me.
We greatly appreciate the opportunity to serve the City of Round Rock in this position of public trust.
Linda T. Patterson
President
PATTERSON & ASSOCIATES 1 'ESJM NT PROFESSi(NALS
City of Round Rock
Banking Depository Consultant Services
Table of Contents
3.4 Previous Performance/Experience Tab 3, pg. 1-3
3.5 Available Resources and Consultant Location Tab 4, pg. 4-5
3.6 Methodology Tab 5, pg. 6-7
3.7 Timeline Tab 6, pg. 8
3.8 Cost Proposal Tab 7, pg. 9
Exhibits
A. Resume
B. Attachment A — Reference Sheet
PATTERSON & ASSOCIATES
Tab A, 5 pages
Tab B, 2 pages
3.4. Previous Performance/Experience — Provide detailed information on form and team
experience with providing consultant services as described in the Scope of Work.
3.4.1 Respondent shall identify the project team and provide statement of qualifications
for these individuals to include education, professional registrations and areas and
years of service in the respective field.
Linda T. Patterson will be the key contact for this RFP. Our president, Linda Patterson CTP,
was the City Treasurer of the City of Fort Worth for six years and Deputy State Treasurer of
Texas for a total of twenty years in the public sector before forming the firm in 1994.
Patterson & Associates has been and is a unique leader in public sector service. A short
biography on our President will illustrate the depth of our commitment to the public sector
and her priorities in assuring that public funds are managed securely and effectively.
Before becoming a registered investment advisor, Linda Patterson spent twenty years in
finance in the public sector. After starting her career as an Assistant to the City Manager of
the City of Fort Lauderdale, she moved to Fort Worth, Texas progressing through Finance to
serve as Council -appointed City Treasurer. She then moved to the Texas State Treasury as
the Assistant Deputy State Treasurer/Director of Investments. Linda initiated and
shepherded the Public Funds Investment Act through the Texas State Legislature In 1987 to
open up the money markets to all Texas governmental entities. In 1989, she authored and
guided the Public Funds Collateral Act through the Texas legislature to assure those public
funds remain safe and secure. Her commitment to the public sector is shown through her
active involvement in many teaching and professional organizations such as Texas Municipal
League, Government Finance Officer of Texas (GFOAT), the national GFOA (where she is a
member of the Cash Management Committee), the national treasurer's association APT
US&C (of which she was a board member and officer), Government Treasurer's Organization
of Texas (of which she was the founder and first President), the national Treasury
Management Association (TMA) and other state and local organizations. Linda has been on
the Board and taught at the Texas Tech SW School of Governmental Finance since 1988 on
investments and cash management. Linda is a Certified Treasury Professional (CTP).
Education of the public/private sector has always been a priority for Patterson & Associates.
To support professional education and full understanding of treasury topics, Patterson &
Associates principals frequently author articles on timely topics and speak/teach at various
forums. Recent work on hot topics has included cash collections and cash handling, GASB
31 & 40, yield burning, check fraud and reporting returns. Because of her work on and
analysis of GASB 31, GASB asked Ms. Patterson to participate on the implementation
committee. Ms. Patterson's book on the pubic funds investment process was published in
December 1999. She spoke on "What Finance Directors Need to Know About Banking" at
the national GFOA in June 2010 and "Building an Effective Banking Relationship" in 2011.
Patterson & Associates is a Texas firm with a national reputation for professionalism and
skill in all areas of treasury management. We have investment advisory clients in New
Mexico, Arizona, Illinois as well as Texas. We have worked on internal operations for policy
safeguards and procedural development for public entities in these and other states
including Oklahoma, California, Florida and Utah. In addition, Ms. Patterson teaches at a
national levet and assists entities nationwide as a result.
Ms. Patterson, as noted in her resume (Exhibit A), is well known not only as an investment
advisory and treasury expert but one who participates in government professional
organization at not only the state but at the national level. Linda was on the Board of the
inter -national treasurer's association (APT US&C) for six years before leaving the pubic
sector where she taught, wrote the newsletter, established their in-depth technical
publications (Technical Topics), and continues to be active in the same manner as a
associate. Linda sits on the Cash Committee of the national GFOA and had been on the
committee for seven years while at Fort Worth. At the Texas State Treasury, Linda was
charged with implementing new legislation which allowed the State to hedge its energy
exposure in oil and gas. As a result of her ground breaking work, she has lectured at and for
the New York Mercantile Exchange in New York, Singapore, and London. Linda teaches
frequently across the US on banking and treasury management. She teaches for Texas
Municipal League, GFOA national seminars, APT in Cash handling and Cash Collections, and
Texas Tech. Linda has been on the Board and a teacher in banking and investments for the
Texas Tech University SW School of Governmental Finance since 1988. Linda has written a
book for Thomson Financial on Governmental Cash and Investment Management.
Linda has a Masters in Public Administration and was a Fulbright Scholar. She will be
continuously available to your staff and management for questions, information, or input
during the contract as she has been with our work as investment adviser with the Brushy
Creek Regional Utility Authority. As the owner of the firm she is personally committed to
the firm and its success - which translates into the best service and satisfaction to you.
3.4.2 Provide at least three (3) firms applicable to Municipal and/or Government projects
for which your form has provided the same or similar services. Include a point of
contact, current telephone number and a brief description of the services provided.
Any negative responses received may result in disqualification from consideration
for award. Failure to include references with submittal may result in
disqualification from consideration for award.
The following projects are similar in size and scope to that of the City's. All the projects
were done entirely by Patterson & Associates and used no joint consultants or sub-
contractors. The project on each was basically the same as that contemplated by Round
Rock.
University of Texas System
This project involved combining all of UT System's 15 universities and health science centers
(throughout the state) under one master banking service for the first time. The work
included the full range of banking services needed for academic institutions and
administrative and teaching hospitals. The project also included developing banking best
practices policies and procedures for the entire System and its institutions. We developed a
master RFP which added flexibility element for the institutions, which have very different
needs, while maintaining controls and providing significant cost efficiencies. Ms. Patterson
2
has remained on retainer for banking and cash management services since this initial project
in 2007.
Texas State University System
This project encompassed the entire University system and addressed the various needs of
the different institutions. The project included banking and merchant services for each of
the institutions with a goal to consolidate the services. Ultimately a limited number of
master agreements were created for use by the entities.
City of Cedar Park
We have worked with the City in 2002, 2006, and 2011 to develop their RFPs and evaluate
the proposals received. This, as most of our banking projects involved an internal review
and discussion of services, preparation of the RFP, development of evaluation matrices and
evaluation of proposals with a final written report produced for staff and the executive
board if required.
Some examples of the many entities that we have worked with on banking include the
following, which we assume would be similar to Round Rock's situation.
City of Brenham
Goose Creek ISD
City of Fort Worth
City of Pearland
Del Mar College
City of San Marcos
San Antonio ISD
Seattle Housing Authority, WA
City of Kerrville
Carrollton Farmers Branch ISD
City of Forney
The Woodlands
Leander ISD
City of San Angelo
Humble ISD
City of Rio Rancho, NM
3
3.5. Available Resources and Consultant Location — Provide information on size, resources and
business history of the firm.
Patterson Capital Management (dba Patterson & Associates) is a SEC -registered investment
advisory firm which has always focused on the public sector. We were established and are still
located at 301 Congress Avenue, Suite 570, Austin, TX 78701. The firm is structured as a
partnership although all partnership shares are now owned by L. Patterson.
Unlike many firms, we have always provided extended staff to our clients in the area of any
aspect of their treasury operations. Therefore, like our founder and President, we know the
value of a stable and efficient banking relationship which supports the treasury function.
As banking has evolved into a complex service provider and as it continues to change with new
technology, we have also become extremely active over the past eight years in analyzing,
bidding and evaluating bank services for our clients. Over the past five years as the public sector
realized the costs associated with this critical function, we have prepared and evaluated banking
RFPs and bids for well over 100 entities. And, as contracts expire, we are routinely recalled to
repeat the process with new and updated information and expertise. By our active participation
in this activity, we stay on top of all banking trends and technology to best determine the right
fit for each different entity, since each entity is unique in its structure, needs and internal
operations.
Our clients for banking services extend from cities and counties to authorities (water, EDC, and
housing) to appraisal districts. As such, we are quite familiar with the different needs and
accounting and statutory requirements of these entities. We make a point to learn about the
entity and its environment (both operational and statutory) as we enter each project.
During Ms. Patterson's hands on experience in local government positions, she prepared RFPs,
assessed services, capabilities and costs. She brings that talent and experience to every one of
our clients to create for them efficient and effective banking relationships.
We know that the role of banks has changed and we see it changing more in the future with
technology and structured services. The service capabilities of banks must be evaluated as well
as the costs and earnings capabilities. How we approach the evaluation of banks is outlined
below but simply said it is critical to evaluate the (a) services for applicability, (b) the total costs
for the service and its impact internally, and (c) the earning component based on the best
account structure and use of services. Finally, we combine all these elements for a net
cost/earnings recommendation.
Even banks respect our work and input. Ms. Patterson is regularly asked to talk to banking
managers (of all the larger interstate banks and state chartered banks) for input to services and
the practical needs of the public sector.
In addition, to simply aid our clients and provide this critical service, our President Linda
Patterson has been active in banking education and public sector guidance. Linda sits on the
Treasury Investment Management Committee of the GFOA (in her 10t year) and on that
committee is an active participant in its banking sub -committee, which creates the Best
Practices and Advisories for all the GFOA membership. In addition, Ms. Patterson, who
4
authored and championed the Texas Public Funds Investment and Public Funds Collateral Acts
through the state legislature, teaches at least monthly on banking to professional public
organizations such as the Texas Municipal League, the regional education centers (education
centers for all our school districts) and other professional groups such as the TX Association of
Housing Authorities (which we have been training annually).
The need of the City of Round Rock parallels the work P&A has been doing for over 17 years.
We have a tried and true process of working with the entity to determine needs and constraints.
We know the banks' systems and services for a thorough evaluation and interpretation, and we
have lengthy experience and procedures for the compilation of fees and earnings. These are
exactly what the City of Round Rock needs and all our experience will be targeted to providing
the best information and most thorough evaluation for the City. The experience can be applied
directly.
5
3.6. Methodology— Respondent shall define the method and approach to be used.
Patterson & Associates provides bank consulting services for a large number of public entities of
various sizes. Our work focuses on evaluating the individual entity's current internal operations
as pertains to cash collections/disbursements, treasury functions, automation requirements,
and cash flow needs. Armed with this information, we recommend efficient and cost effective
banking services to serve those specific needs.
The development of a tailored Request for Proposal (RFP) for banking services is completed with
our clients. Through the RFP, the firm works to obtain detailed and precise information on
which to base a banking decision. Evaluation of the banking proposals is addressed through a
matrix scoring system and you are provided with a comprehensive analysis of the proposal.
Contract review or negotiation assistance is provided to assure that the RFP and its resulting
contract are best suited for the entity and protects their funds and rights.
The work of Patterson & Associates can be summarized in the following:
• Preliminary analysis: The preliminary analysis on banking is critical and involves obtaining,
through discussion and observation of the work, the current banking relationship in order to
identify problem areas and potential areas for improvement. Our work here would center on
discussing needs with the two primary divisions management and operational staff.
• Needs analysis: From the preliminary analysis, a needs assessment would be formulated
which identifies optimal workflow internal to the entity with the cash management function and
with interaction with the banking institution. Our assessment would specifically target linkage
between depository and credit card services as requested, along with alternative solutions to
your registration process.
• Structuring of optimal services and cost efficient relationships: Written recommendations
are prepared regarding changes needed/recommended in the internal services or workflow in
its relationship with the banking institution.
• The Banking RFP: Normally the preparation of a request for proposal (RFP) for banking
services is structured to obtain the most cost effective and cost efficient services for the entity.
An RFP would normally be structured to lay out the services needed, set standards for required
services and also to request information on optional services, which are recommended but,
which may or may not be tied eventually to that particular banking relationship.
• The RFP Analysis: Since banks bundle services and present information and services
differently, an evaluation of the proposals must be made on several different levels guided by
the overall objectives. (1) The services offered must be evaluated as to the level of service
compared to the required specifics, the level of automation to improve productivity, control,
and service availability on an on-going basis. (2) The cost of specific and overall services must be
compared. (3) The potential for earnings must be compared based on various account structures
and based on firm historical data, not future projections. Finally, (4) the proposals must be
evaluated combining these factors —netting earnings and costs — to create a final unbiased
assessment. These four levels of analysis are completed and reported through a detailed report
and then a summary compilation of findings. With supporting detailed worksheets, a final
report summarizes the findings and explains why the recommendations are made in each case.
• Implementation: In a banking transition situation, we will review and negotiate, if required,
on each banking contract. In addition, we are available to assist in the implementation of
6
services as needed regarding bank structure and the internal use of services for optimal impact
and efficiency.
7
3.7. Timeline — Respondent shall provide a detailed schedule of the complete project as per the
specifications contained herein.
With the information we have currently, we would expect the following general timeline for the
City's project. And, we would recommend breaking the work into a series of tasks with
demonstrable deliverables to keep everyone on task.
Preliminary work with staff and management to determine a needs analysis. This would range
from paper flows through accounts receivable and accounts payable on to the individuals
working directly with the current bank as far as reporting, reconciliation, electronic interaction
and special uses (such as lockboxes or merchant services).
Approximately one week
Completion of needs analysis
Preparation of a draft request for proposal incorporating the needs analysis agreed upon
findings. This would produce a draft which would then be used for discussions with staff. This
would also include the compilation of analysis sheets for fees and rates which would be included
in the RFP.
Approximately two weeks
Completion of draft RFP
Finalization of a RFP. Final production of a complete RFP (including any City purchasing
requirements) and setting the schedule for the proposal process. The work here would include
assisting City staff if appropriate, and statutorily required, notification elements of the RFP.
Approximately one week.
Completion of RFP
Preparation of all RFP analysis objective worksheets which are used to look at not only services
and fees but in the cumulative effect and impact of those elements on the overall net position
of the proposals to the City. This will take place during the time the RFP is out on the street
which is recommended to be not less than one month.
Approximate two weeks.
Completion of analysis worksheets
Analysis and recommendations. Using the proposals, this work involves the analysis of the
proposals from all angles. It also involves a written full analysis (and if required an executive
summary) and recommendation.
Approximately two weeks.
Completion of written analysis
Completion of recommendation
8
3.8. Cost of Proposal — Respondent shall include a cost proposal to provide services as described
herein. Cost proposal shall be value engineered and the break -down shall include a not -to -
exceed fee schedule for each aspect of the service.
We would propose one of two alternatives for the City's project.
(a) We would propose that the project be done on an hourly basis. Our charge for the
service would be $150/hour. Since we anticipate that the project will require
approximately 20-24 hours this should result in a total charge of $3,000 to $3,600 and
the City could cap the charges at $4,000. A breakdown of hours by the segmented work
schedule shown in 3.7 could be provided. The overall times required for each work
segment is shown in 3.7.
(b) Alternatively, we would propose that the project be done for a set cost of $3,750.
Being a small firm which tailors its services to its clients, we will be glad to discuss any payment
format with the City.
We look forward to working with the City in this important project.
9
LINDA THOMSON PATTERSON, CTP
WORK EXPERIENCE
Patterson & Associates
President - March 1994 - Present
As President of Patterson & Associates and a registered investment advisor, responsible for all the
products and services provided by this institutional money management firm. The firm serves both
public and private sector clients with fixed income funds management and cash management
consulting.
Texas State Treasury
Assistant Deputy State Treasurer & Director of Investments - January 1991- March 1994
Serving two State Treasurers, responsible for all investments of the State of Texas Treasury and its
Trust Company including the direct supervision of the Federal Reserve account. As a result of the
performance of its funds during the period, the funds under management grew from $7.5 billion in
1991 to $18 billion in 1993. The local government investment pool (I'EXPOOL) grew from $700
million to $8 billion and eight portfolios were added under Trust. The total portfolio consistently
outperformed all Donoghue Funds, Merrill Lynch and Shearson government indices and the
comparable Treasury yield curve. Improved and designed network and mainframe computer
systems to totally automate all trades from the trade to Federal Reserve wire. Instituted broker
review and compliance program. Established first state oil hedging program which was object of
several case studies and presentation at the NY Mercantile Exchange. Responsible for all vault
operations, cash management programs and Federal Reserve wire. Improvements in operations
allowed reduction of staff by two professional positions and savings of over $500,000.
City of Fort Worth
City Treasurer - August 1986 to January 1991
Responsible for all City cash management and an actively managed a $600 million portfolio.
Established tax reform arbitrage and monitoring programs on bond proceeds. Improved cash
handling and safety for the City through training, scheduled reviews and centralization. Initiated
review and centralization of all negotiables (LOCs and bonds). Issued, sold and acted as registrar
and paying agent on Texas' first "citizen bonds" (RIBS). Expanded use of credit cards payments in
Police, Fire and Courts. Aggressive stance in collection of delinquent payments including taxes and
receivables city-wide resulted in multimillion dollar City savings. Automated daily cash reporting and
created bad check collection service for all departments. Moved tax collections to totally automated
micr-coded, lockbox, collection system. Started work on centralized, geo-based receivable system
for all departments. Initiated and played central role in passage of the Public Funds Investment Act
of 1987 and 1989, and Public Funds Collateral Act of 1989 through the State legislature. Initiated
Texas -wide investment policy review program through GTOT.
Deputy Treasurer - October 1984 - August 1986
Cash management specialist responsible for $375 million plus portfolio. Initiated, contracted,
centralized banking services and monitored all banking services. Developed first investment policy,
monthly reporting and procedural manual. Implemented automated microcomputer portfolio
management system and directed its use in all phases of investments process. Supervised tax
collection operations. Designed and implemented a tax lockbox system and increased delinquent
collections by over $7 million. Awarded Texas Crunchbuster Productivity Award for use of
collection coupon books by the State Comptroller.
Assistant to the Finance Director - October 1983 - October 1984
Acting as assistant department head, prepared annual and monthly financial statements. Responsible
for control and direction of financial system and all subsystems. Established cash flow analysis
process. Directly responsible for procedural development and implementation in accounts payable,
warehouse, office services plus special projects. Decreased payables turnaround time from forty-
five to eight days. Initiated and established central warehouse. Supervised twenty-five professional
and clerical staff.
Director of Policy and Productivity Department - January 1980 - September 1983
Duties involved establishing and directing professional research and development department for
procedural and operational research, systems analysis and work improvement efforts acting as an
in-house consultant to the City.
- Presented major cost savings programs to City Council
-1980-81 savings from systems implemented totaled $3.1 million
- 1981-82 savings from systems implemented totaled $1.4 million
-Greater than 73% of recommendations accepted and implemented by departments
-Institution of automated project management system for bond capital projects citywide
-Financial planning, modeling, forecasting and cash management studies completed
-Enterprise fund analysis and establishment work completed
-Organizational assessment and work studies of departments including Water, Finance,
Personnel, Fire and Police
-Initiated first City use of microcomputers
Systems Manager - Finance Accounting and Mgmt Information System
June 1977 - January 1980
Implemented on-time, stabilized and managed City's accounting system (FAMIS) and all accounting
subsystems of the City. Designed and directed accounting system rewrite on-time for economic and
operating efficiency in second year. Directed accounting and data processing staffs in all phases of
system implementation, daily operations and enhancement. Designed and implemented subsystems
the budget, telephone and office services systems interfacing with FAMIS. Monitored files and
ledgers in all system and accounting aspects. Conducted training for all departments in accounting
practices and wrote and standardized accounting and user manuals.
City of Fort Lauderdale, Florida
Administrative Assistant to City Manager - July 1974 - April 1977
Multifunctional management and analytical duties as budget and research team member.
Interdepartmental supervision and coordination. Management analysis duties. Productivity and
efficiency studies for City Manager/Council. City liaison officer for foreign trade/tourist delegation
developing trade lines and proposals, free port and sister city programs. Franchise development for
cable television. Published first annual report as newspaper insert section.
Florida Atlantic University
Graduate Research Associate - Institute of Behavioral Research - August 1973 - June 1974
Recipient of HUD grant to research migrant life styles and develop plan for a planned community.
Published training/administrative manuals for the use in the "new town" in Palm Beach County,
Florida.
2
EDUCATION
Masters of Public Administration, Florida Atlantic University, 1974 - Academic Honors
Fulbright Scholar - \Vest Germany, 1972-1973 - Cologne University, Cologne and R' TH, Aachen
Bachelor of Arts in Political Science, Florida Atlantic University, 1970-71- Research Associate
European -American Study Center, Basel, Switzerland, 1969-1970 - Honors Student
Thiel College, Greenville, Pennsylvania, 1967-69
CERTIFICATIONS AND REGISTRATIONS
Registered Investment Advisor
Certified Corporate Cash Manager, Treasury Management Association, 1990
Certified Municipal Finance Administrator, MTA US&C, 1988
LANGUAGES
German and French
SKILLS AND FUNCTIONAL AREAS OF EXPERTISE
Investments Presentation/Communication of Ideas
Cash Flow Analysis and Forecasting Banking and Depository Services
Cash Management Workflow Analysis
Municipal/State Finance Debt Issuance
Financial Forecasting Grant Administration
Report Writing Automated and Manual Systems Analysis
Operations Research Budget Preparation
PROFESSIONAL ASSOCIATIONS, AWARDS AND MEMBERSHIPS
Chair, Associate Member Advisory Committee, MTA US&C 2000-2001
GASB 31 Implementation Advisory Committee 1997
Dr. Jackson R.E. Phillips Award, MTA US&C - Outstanding Municipal Treasurer of the Year 1990
State Pension Review Board - Blue-Ribbon Committee on Derivatives 1995
Municipal Treasurer's Association of US & Canada - 1996 National Service Award
Government Finance Officers Association
Member Certification Committee 1997-1999
Member Standing Committee on Cash Management 1986 — 1995; reactivated 2005
Nominated to National Board 1990
Government Finance Officers Association of Texas
Member Legislative Committee 1987-1989
Eanes Education Foundation, Austin
Advisory Board Member, 1997-Present
Texas REAL (Rural Education through Action Learning) 1998-2001
Board Member and Treasurer
Texas Tech University Southwest School of Governmental Finance
Board Member 1988 - Present
Yearly Lecturer on Investments and Banking 1989 - Present
Consistently ranked as best instructor
Who's Who in Finance and Government 1990
Municipal Treasurer's Association of the US and Canada (MTA US&C)
Board Member, Treasurer, Secretary, President-Elect (Left municipal work), Creator /Chairman
of Technical Publications Committee 1988-90, National Service Award for Educational
Contributions 1996, Annual Conference Program Chair 1988, Chairman and Editor of Treasury
3
Notes (monthly newsletter) 1988-1991, Investment Practices Committee 1997 -Present
Government Treasurer's Organization of Texas
Co -Founder and First President 1987
Permanent Board Advisor
Texpool Local Government Investment Pool
Board Member 1988 - 1990
Local Government Investment Pool for Texas (North Texas COG)
Board Member 1988 - 1990
City of Austin Investment Advisory Committee, 1992 -Present
Fort Bend County Investment Advisory Committee, 1995-2000
Texas Municipal League - Member Finance Legislative Committee 1988
North Texas State University, Technical Advisory Committee for TEA, Member 1986
American Red Cross of Tarrant County
Board Member 1986-1990 and Treasurer 1988-1990
Established agency -wide budget system and PC based accounting system
Leadership Fort Worth and Forum Fort Worth 1981-1991
Nominated by Fort Worth City Manager R.L. Herchert
United Way of Tarrant County
Member Training Advisory Board 1982-1990
International City Management Association - 1977-1986
International Host Program - Texas Christian University 1984-1988
Outstanding Young Woman of America 1976
Nominated by Mayor Clay Shaw, City of Fort Lauderdale, Florida
PUBLICATIONS
Cash and Investment management for Local Governments, Alexlnformation Publications, December 1999.
The Ins and Outs of Consulting for Cities, Council of International Urban Liaison, as presented by City
Manager R.L. Herchert in Bonn West Germany, October 1982. (A discussion of parameters for internal and
external consultants use in municipal settings.)
Introducing Microcomputers in Large Urban City Organizations, International City Management
Association, MIS Report, October 1982
Review of Concepts and Practices in Local Government Finance by G. Miller for GFOA Research Center,
1988
Texas Parries with Oil Hedging, Risk Magazine, September 1992
Collections Techniques, Texas GFOA Newsletter, 1986
Review of The Money Market by M. Stigum for Government Finance Review, 1990
Depository Contracts Review Checklist, Treasury Notes, MTA US&C, 1990
Local Government Investment Pool Checklist, Co -Author for GTOT, 1991
Cash Management Fitness Checklist, Technical Topic, MTA US&C, March 1990
Market Monitors. A monthly market information analysis to all Texpool participants. 1990-1991
CD Collateral - Are You Protected?, GTOT Trading Post, MTA US&C Treasury Notes, Texas Association
of School Business Officers, 1993
Elements of an Investment Police for Governmental Entities, MTA US&C Technical Topic, September 1990
Ms. Information Series for the MTA US&C Treasury Notes Newsletter, 1988-90
LOC and CD Pitfalls, MTA US&C Treasury Notes, December 1987
Edited GFOA's Handbook of US Government Securities. GFOA, July 1993
The Trouble with IOs Texas Treasury Newsletter and Independent Bankers Association Newsletter,
December 1993.
Derivatives: The Good, the Bad and the Ugly. Sheshunoff Government Financial Manager, April 1994 and
Treasury Notes, MTA US&C, May 1994.
A Public Investor's Guide to Money Market Instruments. (Editor) Government Finance Officers
Association, May 1994.
Debt Policy Handbook. (Editor/Reviewer) Municipal Treasurer's Association US & Canada, June 1994.
4
Fundamentals of Cash Management, International City Management Association, Washington, D.C.,
November 1995.
Cash Management Self Test, Municipal Treasurer's Association of US& Canada, October 1995.
Oil Hedging. Texas Case Study, White Paper for the New York Mercantile Exchange, New York, New York,
December 1995.
Cash Management Review, Municipal Treasurer's Association of the US and Canada, Washington, D.C.,
December 1995.
Money Watch: A Three Part TV Series on Investment Policies, Depository- Contracts, and Investment
Contracts, Government Services Television Network, Dallas, Texas, September 1995.
GASB 31 Technical Report, Municipal Treasurer's Association of US and Canada, Washington D.C.,
October 1997.
TML Investment Handbook, Contributing Editor, Texas Municipal League, Austin, 1998
Rebalancing Your Portfolio, Public Investor, Government Finance Officers Association, August 1998.
5
C I I 0
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
CITY OF ROUND ROCK
REQUEST FOR PROPOSAL (RFP)
BANKING DEPOSITORY CONSULTANT SERVICES
PART I
GENERAL
1. PURPOSE: The City of Round Rock, herein after "City", seeks an agreement with a qualified
individual, firm, or Corporation, hereafter referred to as "Respondent", to provide depository
consulting services in preparation of Applications for banking, assistance in the evaluation of
applications, and presentation to the City Council.
2. DEFINITIONS, TERMS AND CONDITIONS: By submitting a response to this RFP, the
Respondent agrees that the City's standard Definitions, Terms and Conditions shall govern unless
specifically provided otherwise in a separate agreement or on the face of a purchase order. Said
Definitions, Terms and Conditions are subject to change without notice. It is the sole responsibility
of respondents to stay apprised of changes. The City's Definitions, Terms and Conditions can be
obtained from the City's website http://www.roundrocktexas.gov/home/index.asp?pane=463.
3. INSURANCE: The Respondent shall meet or exceed ALL insurance requirements set forth by the
Insurance Requirements as identified on the City's website at
http://www.roundrocktexas.gov/home/index.asp?pacie=463.
4. ATTACHMENTS: Attachments A through B are herein made a part of this solicitation:
4.1. Attachment A: Reference Sheet
4.2. Attachment B: Account Services
5. CLARIFICATION: For questions or clarifications of specifications, you may contact:
Nora Randall, CPPB, CTPM, CTP
City of Round Rock: Purchasing Department
Telephone: 512-218-7068
nrandall(caround-rock.tx.us
The individual listed above may be contacted by telephone or visited for clarification of the
specifications only. No authority is intended or implied that specifications may be amended or
alterations accepted prior to solicitation opening without written approval of the City of Round Rock
through the Purchasing Department.
6. QUALIFICATIONS: The opening of a response shall not be construed as the City's acceptance of
such Respondent as qualified and responsive. All Respondents shall:
6.1. Be firms, corporations, individuals or partnerships normally engaged in the sale and
distribution of the specified product or service described herein.
6.2. Have adequate organization, facilities, equipment and personnel to ensure prompt and
efficient service to the City.
6.3. Identify any subcontractors to be used for this project. Experience, qualifications and
references of the subcontractors shall be submitted. The City reserves the right to approve or
disapprove all subcontractors prior to any work being performed.
6.4. Provide the name, address, telephone number and E-MAIL of at least three (3) firms
applicable to Municipal and/or Government projects that have utilized similar service for at
least (two) 2 years. City of Round Rock references are not applicable. References may be
1 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
checked prior to award. Any negative responses received may result in disqualification of
submittal. NOTE: E-MAIL ADDRESSES ARE REQUIRED.
7. BEST VALUE EVALUATION AND CRITERIA: All responses received shall be evaluated based on
the best value for the City. In determining best value, the City may consider the following:
7.1. Purchase price and terms;
7.2. Reputation of Respondent and of Respondents goods and services;
7.3. The quality of the Respondent's goods and services;
7.4. The extent to which the goods and services meet the City's needs;
7.5. Respondent's past relationship with the City;
7.6. Any relevant criteria specifically listed in the solicitation.
7.7. The City reserves the right to reject any or all submittals, or delete any portion of the
submittal, or to accept any submittal deemed most advantageous, or to waive any
irregularities or informalities in the submittal received that best serves the interest and at the
sole discretion of the City.
8. AWARD: The City reserves the right to enter into an agreement or a purchase order with a single
award, split awards, or use any combination that best serves the interest and at the sole discretion
of the City.
PART II
SCHEDULE
1. SOLICITATION SCHEDULE: It is the City's intention to comply with the following solicitation
timeline:
1.1. Solicitation released
1.2. Deadline for questions
1.3. City responses to all questions or addendums
1.4. Responses for solicitation due by 3:00 RM.
1.5. Oral Presentations or Meetings (if necessary)
1.6. Award to Respondent by
June 7, 2011
June 20, 2011
July 1, 2011
July 12, 2011
July 25 — July 29, 2011
August 12, 2011
All questions regarding the solicitation shall be submitted in writing by 5:OOPM on the due
date noted in PART II, Paragraph 1, Sub -Paragraph 1.3. A copy of all the questions submitted
and the City's response to the questions shall be posted on our webpage,
http://www.roundrocktexas.qov/home/index.asp?page=463. Questions shall be submitted to
the City contact named in PART I, Paragraph 5.
The City reserves the right to modify these dates. Notice of date change will be posted to the City
website.
2. RESPONSE DUE DATE: Responses are due to the Purchasing Department prior to the due date
as indicated in PART II, Paragraph 1, Section 1.4.
2.1 Mailed or hand -carried responses should be clearly marked on the outside of packaging with
the Solicitation number, due date and Purchaser's name and submitted to:
City of Round Rock
Purchasing Department
2 of 13
221 E. Main Street
Round Rock, Texas 78664-5299
2.2. Responses received after this time and date will not be considered.
2.3. Sealed responses shall be clearly marked on the outside of packaging with the Solicitation
title, number, due date and "DO NOT OPEN".
2.4. Facsimile or electronically transmitted responses are not acceptable.
2.5. Responses received after the time and date will be returned to Respondent unopened if a
return address is provided.
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
3. AGREEMENT NEGOTIATIONS: In establishing an agreement as a result of the solicitation
process, the City may:
3.1. Review all submittals and determine which Respondents are reasonably qualified for award
of the agreement.
3.2. Determine the Respondent whose submittal is most advantageous to the City considering the
evaluation criteria.
3.3. Attempt to negotiate with the most responsive Respondent an agreement at fair and
reasonable terms, conditions and cost.
3.4. If negotiations are successful, enter into an agreement or issue a purchase order.
3.5. If not successful, formally end negotiations with that Respondent. The City may then:
3.5.1. Select the next most highly qualified Respondent and attempt to negotiate an
agreement at fair and reasonable terms, conditions and cost with that Respondent.
3.5.2. The City shall continue this process until an agreement is entered into or all
negotiations are terminated.
3.6. The City also reserves the right to reject any or all submittals, or to accept any submittal
deemed most advantageous, or to waive any irregularities or informalities in the submittal
received.
4. POST AWARD MEETING: The City and Respondent shall have a post award meeting to discuss,
but not be limited to the following:
4.1 Provide the designated City contact(s) information.
4.2. Identify specific milestones, goals and strategies to meet objectives.
4.3. Agreement terms and conditions.
PART III
SPECIFICATIONS
1. SCOPE OF WORK: Provide consulting services in developing a solicitation for Banking Depository
Services, including, but not be limited to:
1.1. Reviewing current City's financial banking structure and banking operations. Identifying other
services which may benefit the City.
1.2. Analyzing current bank account architecture in relation to the City's operations, existing
banking services and products.
1.3. Assisting in the definition of a scope of work and resources needed for completing the
correlating solicitation.
3 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
2. RESPONDENT REQUIREMENTS: Respondent shall, at a minimum, meet the following
qualifications and requirements:
2.1. Knowledge of banking products and services, operations and platforms offered by leading
local, national, or global financial institutions.
2.2. Expertise in treasury and depository agreements for local government similar in complexity to
the City (agreements for banking, electronic funds transfer (wire, ACH), Remote Deposit,
EDI, lockbox, trust and escrow agreements).
2.3. Knowledge of treasury services, including, but not limited to:
2.3.1. Treasury Reporting, Online Banking, Merchant Service
2.3.2. Controlled disbursements
2.3.3. Safekeeping operations
2.3.4. Customer service
2.3.5. System interface capabilities
2.3.5.1. Incode: Finance management software used with the Municipal Courts
and Utility Billing departments to create and receive payment files.
2.3.5.2. Highline Epersonality: Payroll software used to create direct deposit files
for payroll operations.
2.3.5.3. PeopleSoft: Accounting software that will be used to create positive pay
files and check clearing files.
2.3.6. Account reconcilement and positive pay
2.3.7. Rollup (ZBA) and depository plus accounts
2.3.8. Collateralization of public funds
2.3.9. Compensating balances and earnings credit
2.3.10. Bank regulatory and statutory requirements
2.3.11. Bank security issues and fraud prevention
2.3.12. Federal Reserve System processes
2.3.13. Bank credit evaluation
2.4. Knowledge and familiarity with third party software applications, as referenced above in
Paragraph 2.3.5, vendors and pricing.
2.5. Knowledge of industry products and practices to address accounting, regulatory aspects of
treasury and structural banking issues
2.6. Project turnkey experience
2.7. Understanding of integration and interface of treasury cash management systems with
accounting software, banking services and platforms. Current platforms used are CashPro,
provided by Bank of America and PeopleSoft vs. future platforms available compatible to
current platforms used.
2.8. Availability of tools for data analysis, solicitation preparation
3. RESPONSE SUBMISSION REQUIREMENTS: To achieve a uniform review process and obtain the
maximum degree of comparability, the solicitations shall be organized in the manner specified
below. Responses shall not exceed twenty (20) pages in length (excluding title pages(s) and
index/table of contents, attachments or dividers). Information in excess of those pages allowed will
4 of 13
TAB #1
TAB #2
TAB #3
TAB #4
TAB #5
TAB #6
TAB #7
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
not be evaluated. One page shall be interpreted as one side of a double-spaced, printed, 8 1/2" X
11" sheet of paper.
Submit one (1) unbound original and three (3) bound copies of solicitation. It is recommended that
solicitations not be submitted in ringed binders or metal spirals to conserve cost for both the
Respondent and the City. Once submitted the solicitations become the property of the City.
3.1. Title Page (1 page) — Show the solicitation title and number, the name of your firm, address,
telephone number(s) name of contact person and date.
3.2. Letter of Transmittal (1 page) — Identify the services for which solicitation has been prepared.
3.2.1. Briefly state your firms understanding for the services to be performed and make a
positive commitment to provide the services as specified.
3.2.2. Provide the name(s) of the person(s) authorized to make representations for your
firm, their titles, address, telephone numbers and e-mail address.
3.2.3. The letter of each solicitation shall be signed in permanent ink by a corporate officer
or other individual who has the authority to bind the firm. The name and title of the
individuals(s) signing the solicitation shall be clearly shown immediately below the
signature.
3.3. Table of Contents (1 page) — Clearly identify the materials by Tab and Page Number.
3.4. Previous Performance/Experience — Provide detailed information on firm and team
experience with providing consultant services as described in the Scope of Work.
3.4.1. Respondent shall identify the project team and provide statement of qualifications for
those individuals to include education, professional registrations and areas and years
of service in the respective field.
3.4.2. Provide at least three (3) firms applicable to Municipal and/or Government projects
for which your firm has provided the same or similar services. Include a point of
contact, current telephone number and a brief description of the services provided.
Any negative responses received may result in disqualification from consideration for
award. Failure to include references with submittal may result in
disqualification from consideration for award.
3.5. Available Resources and Consultant Location — Provide information on size, resources and
business history of the firm.
3.6. Methodology— Respondent shall define the method and approach to be used.
3.7. Timeline — Respondent shall provide a detailed schedule of the complete project as per the
specifications contained herein.
3.8. Cost Proposal — Respondent shall include a cost proposal to provide services as described
herein. Cost proposal shall be value engineered and the break -down shall include a not -to -
exceed fee schedule for each aspect of the service.
5 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
SOLICITATION INSTRUCTIONS
ITEMS BELOW APPLY TO AND BECOME A PART OF TERMS AND
CONDITIONS OF SOLICITATION
ANY EXCEPTIONS THERETO MUST BE IN WRITING
1. SOLICITATION REQUIREMENTS:
1.1 Responding requires pricing per unit shown and extensions. If trade discount is shown on solicitation, it should be deducted and net line extensions shown.
Respondents guarantees product offered will meet or exceed specifications identified in this Request for Proposal (RFP).
1.2 Responses shall be submitted in accordance with the solicitation. Each response shall be placed in a separate envelope completely and properly identified. Responses
must be in the Purchasing Department before the hour and date specified on the solicitation.
1.3 Late responses properly identified will be retumed to respondent unopened. Late responses will not be considered.
1.4 Respond F.O.B. destination, freight, prepaid, & allowed unless otherwise specified on the solicitation. If otherwise, show exact cost to deliver.
1.5 Response shall show unit price on quantity and unit of measure specified, extension and show total. In case of errors in extension, unit prices shall govem. Responses
subject to unlimited price increase will not be considered.
1.6 Submitted prices shall be firm for acceptance 30 days from solicitation opening date. "Discount from List" responses are not acceptance unless requested. Cash
discount will not be considered in determining the low response. All cash discounts offered will be taken if earned.
1.7 Responses shall give Tax Identification Number, full name and address of respondent. Failure to sign will disqualify response. Person signing response shall show title
and authority to bind signatories firm in an agreement. Firm name should appear on each page in the block provided in the upper right comer. Business Entity shall be
one (1) of the following: Individual, Partnership, Sole Proprietorship, Estate/Trust, Corporation, Govemmental. Non-profit, all others shall be specified. INDIVIDUAL: List
name and number as shown on Social Security Card. SOLE PROPRIETORSHIP: List legal name followed by legal business name and Social Security Number. ALL
OTHERS: List legal name of entity and Tax Identification Number (TIN).
1.8 Responses cannot be altered or amended after opening time. Any Alterations made before opening time shall be initialed by respondent or an authorized agent. No
response can be withdrawn after opening time without approval of the CITY based on a written acceptable reason.
1.9 The City is exempt from State Sales Tax and Federal Excise Tax. Do not include tax in response.
1.10 The City reserves the right to accept or reject all or any part of response, waive minor technicalities and award the response to best serve the interests of the City. Split
awards may be made at the sole discretion of the City.
1.11 Consistent and continued tie responses could cause rejection of responses by the City and/or investigation for antitrust violations.
1.12 Telephone, facsimile, and electronically transmitted responses are not acceptable in response to the solicitation.
1.13 CAUTION: Solicitation invitation allows sufficient time for receipt of the preferred mail response. The City shall not be responsible for responses received late, illegible,
incomplete, or otherwise non-responsive.
2. SPECIFICATION:
2.1 Any catalog, brand name or manufacturer's reference used in the solicitation is descriptive only (not restrictive), and is used to indicate type and quality desired.
Responses on brands of like nature and quality will be considered unless advertised under the provisions of Section 252.022 of the Texas Local Government Code. If
other than brand(s) specified is offered, illustrations and complete descriptions of product offered are requested to be made a part of the response. If respondent takes
no exceptions to specifications or reference data in response, respondent will be required to fumish brand names, numbers, etc., as specified in the solicitation.
2.2 All items on the solicitation shall be new, in first class condition, including containers suitable for shipment and storage, unless otherwise indicated in the solicitation.
Verbal agreements to the contrary will not be recognized.
2.3 Samples, when requested, must be furnished free of expense to the City. If not destroyed in examination, they will be returned to the respondent, on request, at
respondent expense. Each example should be marked with respondents' name and address, City solicitation number and code. Do not enclose in or attach to response.
2.4 The City will not be bound by any oral statement or representation contrary to the written specifications of the solicitation.
2.5 Manufacturer's standard warranty shall apply unless otherwise stated in the solicitation.
3. TIE RESPONSES: In case of tie responses, the award will be made in accordance with Section 271.901 of the Texas Local Government Code.
4. DELIVERY:
4.1 Response shall show number of days required to place material in City's designated location under normal conditions. Failure to state deliver time obligates respondent
to complete delivery in fourteen (14) calendar days. Unrealistically short or long delivery promises may cause response to be disregarded. Consistent failure to meet
delivery promises without valid reason may cause removal from Vendor list. (See 4.2 following.)
4.2 If delay is foreseen, Vendor shall give written notice to the City. The City has the right to extend delivery date if reasons appear valid. Vendor shall keep the City advised
at all times of status of order. Default in promised delivery (without acceptable reasons) or failure to meet specifications, authorizes the City to purchase supplies
elsewhere and charge full increase, if any, in cost and handling to defaulting Vendor.
4.3 No substitutions or cancellations permitted without written approval of the City.
4.4 Delivery shall be made during normal working hours only, unless prior approval for late delivery has been obtained from the City, unless otherwise specified in the
solicitation.
5. INSPECTION AND TESTS: All goods will be subject to inspection and test by the City to the extent practicable at all times and places. Authorized City personnel shall have
access to any supplier's place of business for the purpose of inspecting merchandise. Tests may be performed on samples submitted with the response or on samples taken
from regular shipments. If the products tested fail to meet or exceed all conditions and requirements of the specifications, the cost of the sample used and the cost of the
testing shall be borne by the supplier. Goods, which have been delivered and rejected in whole or in part, may, at the City's option, be returned to the Vendor or held for
disposition at Vendor's risk and expense. Latent defects may result in revocation of acceptance.
6. AWARD OF AGREEMENT: A response to a solicitation is an offer to contract with the City based upon the terms, conditions, and specifications contained in the solicitation.
Responses do not become agreements or purchase orders unless and until they are accepted by the City through its designates and an agreement or a purchase order is
issued. The agreement or purchase order shall be governed, construed, and interpreted under the Charter of the City and the laws of State of Texas. All agreements or
purchase orders are subject to the approval of the City Council or Manager.
7. PAYMENT: Vendor shall submit three (3) copies of an invoice showing the agreement or purchase order number on all copies.
8. PATENTS AND COPYRIGHTS: The Respondent agrees to protect the City from claims involving infringements of patents or copyrights.
9. RESPONDENT ASSIGNMENTS: Respondent hereby assigns to the purchaser any and all claims for overcharges associated with this agreement, which arise under the
antitrust laws of the State of Texas. TX, Bus. And Comm. Code Ann. Sec. 15.01, et seq. (1967).
10. RESPONDENT AFFIRMATION:
10.1 Signing the response with a false statement is a material breach of agreement and shall void the submitted response or any resulting agreements, and the Respondent
shall be removed from all Vendor lists. By signature hereon affixed, the respondent hereby certifies that:
10.2 The respondent has not given, offered to give, nor intends to give any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount,
tip, favor, or service to a public servant in connection with the submitted response.
10.3 The respondent is not currently delinquent in the payment of any debt owed the City.
10.4 Neither the respondent nor the firm, corporation, partnership, or any entity represented by the respondent, or anyone acting for such firm, corporation, or entity has
violated the antitrust laws of this State codified in Section 15.01 et. Seq. Texas Business and Commercial Code, or the Federal Antitrust Laws, nor communicated directly
or indirectly the response made to any competitor, or any other person engaged in such line of business.
10.5 The respondent has not received compensation for participation in the preparation of the specification for the solicitation.
6 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
11. NOTE TO RESPONDENTS: Any terms and conditions attached to response will not be considered unless the respondent specifically references them on the front of the
response form. WARNING: Such terms and conditions may result in disqualification of the response (e.g. responses with the laws of a state other than Texas requirements for
prepayment, Limitations on remedies, etc.) The City of Round Rock can only accept responses which contain all the terms and conditions of its formal solicitation; in particular,
all respondents' affirmations and certifications must be included. Submission of responses on forms other than City's form may result in disqualification of your response.
12. INQUIRIES: Inquiries pertaining to Solicitation invitations must give Solicitation number, codes, and opening date.
7 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
ATTACHMENT A
REFERENCE SHEET
Please Complete and Return This Form with the Solicitation
Response
SOLICITATION NUMBER:
RESPONDENT'S NAME: DATE:
Provide the name, address, telephone number and point of contact of at least three (3) firms applicable to
Municipal and/or Government projects that have utilized similar service for at least two (2) years. City of
Round Rock references are not applicable. References may be checked prior to award. Any negative
responses received may result in disqualification of solicitation.
1. Company's Name:
Name of Contact:
Title of Contact:
E -Mail Address:
Present Address:
City, State, Zip Code:
Telephone Number:
2. Company's Name:
Name of Contact:
Title of Contact:
E -Mail Address:
Present Address:
City, State, Zip Code:
Telephone Number:
3. Company's Name:
Name of Contact:
Title of Contact:
E -Mail Address:
Present Address:
City, State, Zip Code:
Fax Number: (
Fax Number:
)
8 of 13
Telephone Number:
Fax Number:
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
)
FAILURE TO PROVIDE THE REQUIRED INFORMATION WITH THE SOLICITATION RESPONSE MAY
AUTOMATICALLY DISQUALIFY THE RESPONSE FROM CONSIDERATION FOR AWARD.
9 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
ATTACHMENT B
ACCOUNT SERVICES
Depository Services
Commercial Deposit -Cash Vault
General ACH Services
Control Disbursements
Wire transfers
Account Reconciliation
Information Services
EDI Services
Safekeeping & SEC. Clearing
Remote Deposit
Image
Miscellaneous
Third Party Transactions
Interchange Charges
Monthly Service Fees
Batch Settlement Fees
Chargebacks/Reversals
10 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
ATTACHMENT B
GROUP ACCOUNT ANALYSIS
STRUCTURE
Controlled Disbursement
NIB
ACH Blocks
Checks Paid
Partial Reconciliation
Positive Pay
CD ROM
ACH Blocks/ Filters
NOTE:
Each separate
block represents a
different account
used by the City of
Round Rock
Operating Accounts
ZBA Master
PFIC
Check Deposits
Checks Paid
ACH Services
Wire Services
Current/Previous Days Reports
EDI Global Advice
Safe Keeping Services
Vault/ BC Deposit
11 of 13
Financial Services
ZBA Sub
NIB
ACH Services
Pay mode
Concentrator
Red Light Camera
Account
ZBA Sub
NIB
Ach Services
Payroll
PFIC
Checks Paid
Ach Services
Partial Recon
CD ROM
Wire Transfer
Great West Claims
PFIC
Full Reconciliation
CD ROM
Positive Pay
Wire Transfer
ATTACHMENT B
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
Utility Account
ZBA SUB
PFIC
Check Paid
Full Reconciliation
CD ROM
INDIVIDUAL ACCOUNT ANALYSIS
STRUCTURE
NOTE:
Each separate block represents a different
account used by the City of Round Rock
I & S GO Bonds
PFIC
12 of 13
CDBG/ HUD
Entitlement Grant
NIB
CD ROM
I & S Revenue Bonds
PFIC
ACH Service
Wire Transfers
13 of 13
SOLICITATION NUMBER
11-023
SPECIFICATION NUMBER
11-918-49
DATED: JUNE 2011
Reserve Account
PFIC