State of Wisconsin DOA-3261 (R08/2003) s.16.75, Wis. Statutes PROPOSALS MUST BE SEALED AND ADDRESSED TO: AGENCY ADDRESS: REQUEST FOR PROPOSAL 28098-CH Remove from proposer list for this commodity/service. (Return this page only.) Proposal envelope must be sealed and plainly marked in lower corner with due date and Request for Proposal # 28098-CH. Late proposals will be rejected. Proposals MUST be date and time stamped by the soliciting purchasing office on or before the date and time that the proposal is due. Proposals dated and time stamped in another office will be rejected. Receipt of a proposal by the mail system does not constitute receipt of a proposal by the purchasing office. Any proposal which is inadvertently opened as a result of not being properly and clearly marked is subject to rejection. Proposals must be submitted separately, i.e., not included with sample packages or other proposals. Proposal openings are public unless otherwise specified. Records will be available for public inspection after issuance of the notice of intent to award or the award of the contract. Proposer should contact person named below for an appointment to view the proposal record. Proposals shall be firm for acceptance for sixty (60) days from date of proposal opening, unless otherwise noted. The attached terms and conditions apply to any subsequent award. Proposals MUST be in this office no later than THIS IS NOT AN ORDER PROPOSER (Name and Address) Date here, 2013 14:00 CT Fill in your name and address here Name (Contact for further information) Public Opening No Public Opening Cort Hoel Phone Date 608-266-1725 Date here, 2013 Quote Price and Delivery FOB Services, Destination-Various Wisconsin Locations Description Request for Proposal for Enterprise Banking and Lockbox Services Questions due November 22, 2013 Questions must be sent via e-mail to: cort.hoel@wisconsin.gov This page must be signed and included with your proposal. We claim minority bidder preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Minority Business Enterprises. Proposer must be certified by the Wisconsin Office of Business Development. If you have questions concerning the certification process, contact the Wisconsin Department of Administration, 101 E. Wilson St., Madison, Wisconsin 53703, (608) 261-2510. Does not apply to printing bids. W e claim disabled veteran-owned business preference [Wis. Stats. s. 16.75(3m)]. Under Wisconsin Statutes, a 5% preference may be granted to CERTIFIED Disabled Veteran-Owned Businesses. Proposer must be certified by the Wisconsin Office of Business Development. If you have questions concerning the certification process, contact the Wisconsin Department of Administration, 101 E. Wilson St., Madison, Wisconsin 53703, (608) 267-9550. Does not apply to printing bids. Wis. Stats. s. 16.754 directs the state to purchase materials which are manufactured to the greatest extent in the United States when all other factors are substantially equal. Materials covered in our bid were manufactured in whole or in substantial part within the United States, or the majority of the component parts thereof were manufactured in whole or in substantial part in the United States. Yes No Unknown In signing this proposal we also certify that we have not, either directly or indirectly, entered into any agreement or participated in any collusion or otherwise taken any action in restraint of free competition; that no attempt has been made to induce any other person or firm to submit or not to submit a proposal; that this proposal has been independently arrived at without collusion with any other proposer, competitor or potential competitor; that this proposal has not been knowingly disclosed prior to the opening of proposals to any other proposer or competitor; that the above statement is accurate under penalty of perjury. We will comply with all terms, conditions and specifications required by the state in this Request for Proposal and all terms of our proposal. Name of Authorized Company Representative (Type or Print) Title Signature of Above Date Phone ( ) Fax ( ) E-mail This form can be made available in accessible formats upon request to qualified individuals with disabilities. State of Wisconsin Request for Proposal #28098-CH Enterprise Banking Services Table of Contents 1.0 GENERAL INFORMATION.................................................................................................................................. 7 1.1 Introduction .................................................................................................................................................... 7 1.2 Scope of the Project ...................................................................................................................................... 7 1.2.1 History and Background ................................................................................................................... 7 1.2.2 Statement of Purpose ....................................................................................................................... 7 1.2.3 Objectives ......................................................................................................................................... 7 1.3 Procuring and Contracting Agency................................................................................................................ 8 1.4 Definitions and Acronyms .............................................................................................................................. 8 1.5 Clarification and/or Revisions to the Specifications and Requirements ........................................................ 9 1.6 Vendor Conference ..................................................................................................................................... 10 1.7 Reasonable Accommodations ..................................................................................................................... 10 1.8 Calendar of Events ...................................................................................................................................... 10 1.9 Contract Term and Funding ........................................................................................................................ 10 1.10 VendorNet Registration......................................................................................................................... 10 1.11 Amendments to the Contract ................................................................................................................ 11 1.12 Contract Volume ................................................................................................................................... 11 1.13 Minority Business .................................................................................................................................. 11 1.14 Certified Disabled Veteran-Owned Businesses .................................................................................... 11 1.15 News Releases and Promotional Advertising ....................................................................................... 11 1.16 Obligation of the State .......................................................................................................................... 11 1.17 Wisconsin’s Cooperative Purchasing Services .................................................................................... 11 2.0 PREPARING AND SUBMITTING A PROPOSAL.............................................................................................. 12 2.1 General Instructions .................................................................................................................................... 12 2.2 Incurring Costs ............................................................................................................................................ 12 2.3 Submitting the Technical Proposal .............................................................................................................. 12 2.4 Submitting the Fee Proposal ....................................................................................................................... 12 2.5 Proposal Organization and Format ............................................................................................................. 13 2.6 Multiple Proposals ....................................................................................................................................... 14 2.7 Oral Presentations, Product Demonstrations and Proposer Location Site Visits ....................................... 14 2.8 Withdrawal of Proposals .............................................................................................................................. 14 2.9 Deviations or Exceptions ............................................................................................................................. 14 3.0 PROPOSAL SELECTION AND AWARD PROCESS ........................................................................................ 14 3.1 Preliminary Evaluation ................................................................................................................................. 14 3.2 Proposal Scoring for General and Technical Requirements ....................................................................... 14 3.3 Fee Proposal Scoring .................................................................................................................................. 15 3.4 Evaluation Criteria ....................................................................................................................................... 15 3.5 Right to Reject Proposals and Negotiate Contract Terms .......................................................................... 16 3.6 Award, and Final Offers ............................................................................................................................... 16 3.7 Notification of Intent to Award ..................................................................................................................... 16 3.8 Appeals Process.......................................................................................................................................... 16 4.0 GENERAL PROGRAM INFORMATION AND OPERATIONAL REQUIREMENTS .......................................... 17 4.1 Aggregate Account Ledger and Collected Balances .................................................................................. 17 4.2 Customer Service Ombudsman .................................................................................................................. 17 4.3 Bank System and Reporting Changes ........................................................................................................ 17 4.4 Payment of Contract Fees ........................................................................................................................... 17 4.5 Price Adjustments ....................................................................................................................................... 17 4.5.1 Price Adjustments .......................................................................................................................... 17 4.5.2 Unanticipated Service Volume Increases ...................................................................................... 18 4.5.3 Changes in the Names of Services Provided ................................................................................. 18 4.5.4 Unauthorized Price Adjustments .................................................................................................... 18 4.6 Calculation of Compensating Balance Earnings ......................................................................................... 18 Tuesday, October 29, 2013 2 4.7 Visits to Bank ............................................................................................................................................... 18 4.8 Legislative Audit Bureau/Outside Auditors .................................................................................................. 18 4.9 Requirement of Confidentiality .................................................................................................................... 18 4.10 Computer Programs and Other Software ............................................................................................. 19 4.11 Periodic Performance Meetings ............................................................................................................ 19 Part A: Enterprise Banking Services....................................................................................................... 19 5.0 Wisconsin’s Cash Management Environment ................................................................................................... 19 6.0 DEPOSITORY AND CHECK PRESENTMENT OPERATIONAL REQUIREMENTS ........................................ 21 6.1 Ledger Credit ............................................................................................................................................... 22 6.2 Collected Credit ........................................................................................................................................... 22 6.3 Adjustments ................................................................................................................................................. 22 6.4 Deposit Verification and Adjustment ........................................................................................................... 22 6.5 Money Processing Services ........................................................................................................................ 22 6.6 Deposit Tickets ............................................................................................................................................ 22 6.7 Special Accounts ......................................................................................................................................... 22 6.8 Online Access to Images of Checks Deposited .......................................................................................... 23 6.9 Remote Deposit ........................................................................................................................................... 23 7.0 DISBURSEMENT OPERATIONAL REQUIREMENTS ..................................................................................... 23 7.1 Reconciliation Services ............................................................................................................................... 23 7.2 Truncation.................................................................................................................................................... 24 7.3 Unpaid Checks ............................................................................................................................................ 24 7.4 Fraudulent Checks ...................................................................................................................................... 24 7.5 State Agency Contingent Checking Accounts ............................................................................................. 24 7.6 Cashing of State-Issued Checks ................................................................................................................. 24 7.7 Decisioning of Positive Pay Exceptions ....................................................................................................... 24 7.8 Nightly Batch File Transfer of Checks Issued and Cancelled ..................................................................... 24 8.0 ELECTRONIC FUNDS TRANSFER OPERATIONAL REQUIREMENTS ......................................................... 24 8.1 Record Formats ........................................................................................................................................... 25 8.2 ACH Transactions ....................................................................................................................................... 25 8.3 Online System ............................................................................................................................................. 25 8.4 Automated Clearing House File Confirmations (“ACH Files”) ..................................................................... 25 8.5 Interactive Voice Response (IVR) System to Phone-In Deposits ............................................................... 25 8.6 Wire Transfers ............................................................................................................................................. 25 8.7 Notification of Incoming Wires ..................................................................................................................... 25 8.8 Online Initiation ............................................................................................................................................ 26 9.0 INFORMATION REPORTING OPERATIONAL REQUIREMENTS .................................................................. 26 9.1 Account Reporting/Electronic Account Reporting ....................................................................................... 26 9.2 Stop Payments ............................................................................................................................................ 26 9.3 Monthly Account Analysis ........................................................................................................................... 27 10.0 MERCHANT ACQUIRING AND CARD TRANSACTION PROCESSING OPERATIONAL REQUIREMENTS27 11.0 AGENCY-SPECIFIC SERVICES OPERATIONAL REQUIREMENTS ............................................................ 28 11.1 Department of Children and Families - Bureau of Child Support ......................................................... 28 11.2 State of Wisconsin Building Commission Line of Credit ....................................................................... 28 11.3 Department of Revenue ........................................................................................................................ 28 11.4 Department of Justice - Special Currency Deliveries ........................................................................... 29 11.5 Custodial, Securities Management and Trust Services ........................................................................ 29 11.5.1 Miscellaneous Agencies - Escrow Accounts .................................................................................. 29 11.5.2 Department of Revenue - Lottery prize funds ................................................................................ 29 11.5.3 Department of Corrections – Inmate Trust Funds .......................................................................... 29 11.5.4 State Controller’s Office – Pledged Securities ............................................................................... 29 11.6 Unanticipated Services ......................................................................................................................... 29 12.0 MANDATORY REQUIREMENTS .................................................................................................................... 29 12.1 References ............................................................................................................................................ 30 12.2 2009 Wisconsin Act 136 ....................................................................................................................... 30 12.3 Debarment ............................................................................................................................................ 30 12.4 Sufficient Processing Capacity ............................................................................................................. 30 12.5 Qualification as a Public Depository ..................................................................................................... 30 12.6 Ability to Accommodate Accidental Overnight Overdrafts .................................................................... 30 Tuesday, October 29, 2013 3 12.7 Daylight Overdrafts ............................................................................................................................... 31 12.8 Financial Well Being of the Proposer .................................................................................................... 31 13.0 GENERAL REQUIREMENTS .......................................................................................................................... 31 13.1 A Proven Performance Record for State Banking Services Contracts ................................................. 31 13.2 Data Center, Disaster Recovery and Hot Back-Up Processing Site .................................................... 31 13.3 Phoenix-Hecht Quality Index – Mean Numeric Scores ........................................................................ 31 13.4 Experience of Key Staff ........................................................................................................................ 32 13.5 Responding to Service Problems ......................................................................................................... 32 13.6 Third-Party Processors ......................................................................................................................... 32 13.7 Integration of Banking Systems with PeopleSoft .................................................................................. 32 13.8 Transition Plan ...................................................................................................................................... 33 14.0 DEPOSITORY AND CHECK PRESENTMENT REQUIREMENTS ................................................................. 33 14.1 Branch Locations .................................................................................................................................. 33 14.2 Automated recording of cash receipts within the State’s accounting system ......................................... 33 14.3 Deposits that cannot be made directly with the Enterprise Bank .......................................................... 34 14.4 Deposit Processing ............................................................................................................................... 34 14.5 Availability Schedule ............................................................................................................................. 34 14.5.1 Certain ABA Institutions ................................................................................................................. 34 14.5.2 All Other Endpoints ........................................................................................................................ 34 14.6 Check Processing ................................................................................................................................. 35 14.7 Error Tracking ....................................................................................................................................... 35 14.8 Account Adjustments ............................................................................................................................ 35 14.9 Foreign Exchange Services .................................................................................................................. 35 14.10 Images of Checks Deposited and Checks Returned ............................................................................ 37 14.11 Confirmation of Checks Issued/Cancelled Files ................................................................................... 37 14.12 Returned Check Processing ................................................................................................................. 37 14.13 Deposit Adjustments ............................................................................................................................. 37 14.14 Internal Controls for Establishing or Changing Accounts and Services ............................................... 37 15.0 DISBURSEMENT REQUIREMENTS ............................................................................................................... 37 15.1 Regular and Controlled Disbursement Account Services..................................................................... 37 15.2 Account Reconciliation Services ........................................................................................................... 37 15.3 Stop Payments ...................................................................................................................................... 38 15.4 Fraud Protection ................................................................................................................................... 38 15.5 Paid Check Images ............................................................................................................................... 38 15.6 Positive Pay Decisioning ...................................................................................................................... 38 15.7 Nightly Transmission of Checks Issued and Cancelled File ................................................................. 38 16.0 ELECTRONIC FUNDS TRANSFER REQUIREMENTS .................................................................................. 39 16.1 Automated Clearing House ................................................................................................................... 39 16.2 Wire Transfers ...................................................................................................................................... 39 17.0 INFORMATION REPORTING REQUIREMENTS ............................................................................................ 39 17.1 System Functionality and Ease of Use ................................................................................................. 39 17.2 System Availability ................................................................................................................................... 40 17.3 Electronic File for Monthly Account Analysis ........................................................................................ 40 18.0 MERCHANT ACQUIRING AND CARD TRANSACTION PROCESSING REQUIREMENTS ......................... 40 18.1 Processing Cut-Off Times ..................................................................................................................... 41 18.2 System Screen Images and Reports .................................................................................................... 41 19.0 Cash Management Environment – Part B Enterprise Lockbox Services ........................................................ 41 20.0 DEPOSITORY AND CHECK PRESENTMENT OPERATIONAL REQUIREMENTS .......................... 41 This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so.......... 41 20.1 Collected Credit .................................................................................................................................... 41 20.2 Adjustments .......................................................................................................................................... 41 21.0 LOCKBOX OPERATIONAL REQUIREMENTS .................................................................................... 42 21.1 General Operations............................................................................................................................... 42 21.2 Wholesale Lockboxes ........................................................................................................................... 42 Tuesday, October 29, 2013 4 21.3 Retail Lockboxes................................................................................................................................... 43 21.4 Unique Zip Code ................................................................................................................................... 44 21.5 Listed Services ...................................................................................................................................... 44 21.6 Daily Lockbox Reports .......................................................................................................................... 44 21.7 Lockbox Imaging ................................................................................................................................... 44 21.8 Lockbox Credit/Debit Card Payments................................................................................................... 44 21.9 Lockbox Deposits .................................................................................................................................. 44 21.10 Delivery of Remittance Documents to State Agencies ......................................................................... 44 22.0 WIRE TRANSFER OPERATIONAL REQUIREMENTS .............................................................................. 44 22.1 Wire Transfers ...................................................................................................................................... 44 22.2 Notification of Incoming Wires .............................................................................................................. 45 22.3 Online Initiation ..................................................................................................................................... 45 23.0 INFORMATION REPORTING OPERATIONAL REQUIREMENTS ............................................................ 45 23.1 Account Reporting/Electronic Account Reporting ................................................................................. 45 23.2 Monthly Account Analysis ..................................................................................................................... 45 24.0 AGENCY-SPECIFIC SERVICES OPERATIONAL REQUIREMENTS ............................................................ 45 24.1 Department of Revenue ........................................................................................................................ 46 25.0 MANDATORY REQUIREMENTS .................................................................................................................... 46 25.1 References ............................................................................................................................................ 46 25.2 2009 Wisconsin Act 136 ....................................................................................................................... 46 25.3 Debarment ............................................................................................................................................ 46 25.4 Sufficient Processing Capacity ............................................................................................................. 47 25.5 Lockbox Mail U.S. Post Office Location ................................................................................................ 47 25.6 Qualification as a Public Depository ..................................................................................................... 47 25.7 Ability to Accommodate Accidental Overnight Overdrafts .................................................................... 47 25.8 Daylight Overdrafts ............................................................................................................................... 47 25.9 Financial Well Being of the Proposer .................................................................................................... 47 26.0 GENERAL REQUIREMENTS .......................................................................................................................... 47 26.1 A Proven Performance Record for State Banking Services Contracts ................................................. 47 26.2 Data Center, Disaster Recovery and Hot Back-Up Processing Site .................................................... 48 26.3 Phoenix-Hecht Quality Index – Mean Numeric Scores ............................................................................ 48 26.4 Experience of Key Staff ............................................................................................................................. 48 26.5 Responding to Service Problems ......................................................................................................... 48 26.6 Third-Party Processors ......................................................................................................................... 49 26.7 Integration of Banking Systems with PeopleSoft .................................................................................. 49 26.8 Transition Plan ...................................................................................................................................... 49 Automated recording of cash receipts within the State’s accounting system .................................................... 49 27.1 Deposit Processing ............................................................................................................................... 50 27.2 Availability Schedule ............................................................................................................................. 50 27.2.1 Certain ABA Institutions ................................................................................................................. 50 27.2.2 All Other Endpoints ........................................................................................................................ 50 27.3 Error Tracking ........................................................................................................................................... 50 27.4 Account Adjustments ............................................................................................................................ 50 27.5 Foreign Exchange Services .................................................................................................................. 51 27.6 Images of Checks Deposited and Checks Returned ............................................................................ 52 27.7 Returned Check Processing ................................................................................................................. 52 27.8 Deposit Adjustments ............................................................................................................................. 52 27.9 Internal Controls for Establishing or Changing Accounts and Services ............................................... 52 28.0 LOCKBOX REQUIREMENTS .......................................................................................................................... 53 28.1 Transportation of Mail from U.S. Post Office to Lockbox Processing Site ............................................. 53 28.2 Mail Processing ..................................................................................................................................... 53 28.3 Lockbox Processing – General ............................................................................................................. 53 28.4 Wholesale Lockbox Processing ............................................................................................................ 53 28.5 Retail Lockbox Processing ................................................................................................................... 53 28.6 Performance Monitoring........................................................................................................................ 53 28.7 Lockbox Imaging ................................................................................................................................... 54 28.8 Recommendations to Increase Efficiently and Reduce Costs ................................................................. 54 29.0 INFORMATION REPORTING REQUIREMENTS............................................................................................ 54 Tuesday, October 29, 2013 5 29.1 System Functionality and Ease of Use ................................................................................................. 54 29.2 System Availability ................................................................................................................................... 55 29.3 Electronic File for Monthly Account Analysis ........................................................................................ 55 30.0 FEE PROPOSAL .............................................................................................................................................. 55 30.1 General Instructions .............................................................................................................................. 55 30.2 Fixed Price Period................................................................................................................................. 55 30.3 State Tax Exemption............................................................................................................................. 55 31.0 TERMS AND CONDITIONS............................................................................................................................. 55 31.1 Payment Terms and Invoicing .............................................................................................................. 56 31.2 Applicable Law and Venue ................................................................................................................... 56 31.3 Assignment of Contract......................................................................................................................... 56 31.4 Provision of Services ............................................................................................................................ 56 31.5 Performance ......................................................................................................................................... 56 31.6 Antitrust Assignment ............................................................................................................................. 57 31.7 Liquidated Damages ............................................................................................................................. 57 31.8 Insurance General Requirements ......................................................................................................... 57 31.9 Insurance Coverage and Limits ............................................................................................................ 57 31.10 State Employees ................................................................................................................................... 59 31.11 Hold Harmless ...................................................................................................................................... 59 31.12 Prime Contractor and Subcontractors .................................................................................................. 59 31.13 Contracted Personnel Changes ............................................................................................................ 60 31.14 Notice .................................................................................................................................................... 60 31.15 Executed Contract to Constitute Entire Agreement .............................................................................. 61 31.16 Contract Dispute Resolution ................................................................................................................. 61 31.17 Progressive Contract Administration Actions ....................................................................................... 61 31.18 Breach Not Waiver ................................................................................................................................ 62 31.19 Severability ........................................................................................................................................... 62 31.20 Waiver of Sovereign Immunity .............................................................................................................. 62 31.21 Termination of Contract ........................................................................................................................ 62 31.22 Examination of Records ........................................................................................................................ 64 31.23 Security Policies .................................................................................................................................... 64 31.24 Confidentiality of Information ................................................................................................................ 64 31.25 Code of Ethics ....................................................................................................................................... 65 31.26 Nondiscrimination and Affirmative Action. ............................................................................................ 65 31.27 Public Records Access, Public Records, and Records Retention ........................................................ 66 31.28 Time is of the Essence.......................................................................................................................... 66 31.29 Disclosure ............................................................................................................................................. 66 31.30 Force Majeure ....................................................................................................................................... 66 31.31 Foreign Corporation .............................................................................................................................. 66 31.32 Storage of Data ..................................................................................................................................... 66 31.33 Change in Law ...................................................................................................................................... 67 31.34 No Third Party Beneficiary .................................................................................................................... 67 31.35 Notice of Change in Financial Condition............................................................................................... 67 32.0 REQUIRED FORMS AND ATTACHMENTS .................................................................................................... 67 33.0 LIST OF PROPOSAL APPENDICES ............................................................................................................... 67 Tuesday, October 29, 2013 6 1.0 GENERAL INFORMATION 1.1 Introduction The purpose of this document is to provide interested parties with information to enable them to prepare and submit a proposal for the State of Wisconsin’s enterprise banking services, Part A, Enterprise Banking Services, Part B Enterprise Lockbox Services or a bundled proposal covering both Parts A and B of this RFP. Enterprise Banking Services, Part A consists of the following service categories: Disbursement, Electronic Funds Transfer Depository and Check Presentment; Merchant Acquiring and Card Transaction; and Information Reporting. The State of Wisconsin (“State”) as represented by the Wisconsin Department of Administration (DOA) State Bureau of Procurement (“SBOP”) on behalf of the Wisconsin Depository Selection Board (“Board”) intends to use the results of this solicitation to Contract with one or more Contractors to provide Enterprise Banking Services and Enterprise Lockbox Services statewide in accordance with this Request for Proposal (RFP) and successful negotiations. The volumes indicated in this RFP are the State’s best estimate of the volume anticipated under the resulting Contract for Enterprise Banking Services and Enterprise Lockbox Services. However, the State provides no guarantee that the awarded Proposer shall realize these volumes. 1.2 Scope of the Project 1.2.1 History and Background The Depository Selection Board is the State authority established for contracting banking services related to the operations of Wisconsin State government. The Board, as created by Chapter 418, Laws of 1977, is responsible for designation of the State’s public depositories, review and designation of State Agency bank accounts and banking services and contracting for banking services necessary for the safe keeping and processing of State funds. The Board members are the Secretary of the Department of Administration, the Secretary of the Department of Revenue and the State Treasurer. The current Enterprise Banking Services provider is U.S. Bank. The current Contract is in effect through June 30, 2014. 1.2.2 Statement of Purpose The purpose of this RFP is to hire one or two Contractors to provide enterprise banking services and enterprise lockbox services to Authorized Users defined as State agencies, the University of Wisconsin System and campuses as well as Wisconsin municipalities such as local governments, school districts and technical colleges. At present, the Contract that will result from this RFP will be mandatory for State Agencies with the exception of University of Wisconsin System and campuses, which this Contract is optional. The successful Proposer(s) (“Contractor(s)”) will serve as the primary depository for the State Controller’s Office (“State Treasury”) and provider of cash management services necessary to the operations of Wisconsin State government. In addition, the Contractor will make the resulting Contract services and pricing available to any Wisconsin municipality as defined in s. 16.73 Wis. Stats. (See section 1.17 Cooperative Purchasing of this RFP). 1.2.3 Objectives The State is seeking to achieve the following primary services with this Enterprise Banking Services and Enterprise Lockbox Services solicitation: Depository and Check Presentment Services Disbursement Services Lockbox Services Electronic Funds Transfer (including ACH and Wire Transfer) Information Reporting Merchant Acquiring ND Card Transaction Processing Tuesday, October 29, 2013 7 All information systems required to perform the proposed services shall be hosted by the Contractor. Services provided shall be timely, cost-efficient, secure, and accurate. 1.3 Procuring and Contracting Agency This RFP is issued by the SBOP (State Bureau of Procurement) for the Board (Wisconsin Depository Selection Board). SBOP is the sole point of contact for the State during the RFP process. The SBOP Procurement Manager responsible for managing the procurement process is Cort Hoel. Communication with State personnel other than the designated Procurement Manager may be grounds for rejection of a proposal. Communication with the Procurement Manager shall be in writing. The contractual authority of the Board is subject to the provisions of Chapter 16 of the Wisconsin Statutes relating to State Purchasing. If the statutory authority of the Board is repealed, and no successor in interest is named or implied, then the Department of Administration shall be substituted for the Board. If the authority of the Board to administer banking Contracts for the State is transferred to a Department other than the DOA, then the Contract shall be maintained in force but the new Department shall be substituted for the Board. The Contract day-to-day operational issues and overall performance will be managed by the DOA State Controller’s Office with approval of the Board. 1.4 Definitions and Acronyms The following definitions and acronyms are used throughout the RFP. “ABA” means American Bankers Association “ACH” means Automated Clearing House “ACH File” means Automated Clearing House File “Authentication” means the process by which a web user submits identifying data (e.g. User Id and password) and by which the data is corroborated against pre-existing, verified data. “Agency” means a State of Wisconsin Agency, including any campus of the University of Wisconsin System “Authorization” used referencing ACH payments means the process by which the Payer agrees to the Biller’s terms and conditions to allow payments to be withdrawn from a Payer’s account. “Authorized User” means a State of Wisconsin Agency, the University of Wisconsin System and its campuses and Wisconsin municipalities as defined in s. 16.73 Wis. Stats. “BAI” means Bank Administration Institute “BCS” means Bureau of Child Support “Biller” means a Wisconsin State Agency or local government “Board” means the Wisconsin Depository Selection Board “Calendar of Events” means the schedule of events in RFP, Section 1.8 “CCD+” means an ACH corporate payment format with a single 80-character addendum record capability. “Confidential Information” means all tangible and intangible information and materials, including all proprietary and Personally Identifiable Information, being disclosed in connection with this Agreement, in any form or medium (and without regard to whether the information is owned by the State or by a third party), that satisfy at least one of the following criteria: (i) Personally Identifiable Information; (ii) non-public information related to the State’s employees, customers, technology (including data bases, data processing and communications networking systems), schematics, specifications, and all information or materials derived therefrom or based thereon; or (iii) information expressly designated as confidential in writing by the State. “Contract” means an agreement for program management services resulting from this RFP “Contractor” means successful Proposer awarded a Contract. “CT” means Central Time “Days” means calendar days unless otherwise indicated “Department” means the Wisconsin Department of Administration “DNS” means Domain Name Services Tuesday, October 29, 2013 8 “DOA” means Wisconsin Department of Administration “DSB” means the Wisconsin Depository Selection Board “DVB” means Disabled Veteran-Owned Business “EBS” means Enterprise Banking Services “ELS” means Enterprise Lockbox Services “IAT” means International ACH Transactions “ISP” means Internet Service Provider “IVR” means Interactive Voice Response system. “MBE” means Minority Business Enterprise “NSF” means a payment that is returned Non-Sufficient Funds “Personally Identifiable Information” means an individual’s last name and the individual’s first name or first initial, in combination with and linked to any of the following elements, if the element is not publicly available information and is not encrypted, redacted, or altered in any manner that renders the element unreadable: (a) the individual’s Social Security number; (b) the individual’s driver’s license number or state identification number; (c) the number of the individual’s financial account, including a credit or debit card account number, or any security code, access code, or password that would permit access to the individual’s financial account; (d) the individual’s DNA profile; or (e) the individual’s unique biometric data, including fingerprint, voice print, retina or iris image, or any other unique physical representation, and any other information protected by state or federal law. “Proposer” means a firm submitting a proposal in response to this RFP. “RFP” means this Request for Proposal, #28098-CH “RFP Manager” means the State Bureau of Procurement, procurement specialist responsible for managing this Request for Proposal. “Routing Transit Number” means the number used to identify financial institutions in electronic fund transfers. “RTN” means Routing Transit Number “SBOP” means Wisconsin State Bureau of Procurement “State” means State of Wisconsin “State Treasury” means State Controller’s Office “SWIB” means State of Wisconsin Investment Board “USPS” means United States Postal Service “Vendor” means a person or company that sells good or provides services 1.5 Clarification and/or Revisions to the Specifications and Requirements Any questions concerning this RFP must be submitted in writing via e-mail on or before date noted in RFP Section 1.8, “Calendar of Events” below to: Cort Hoel, Procurement Specialist Wisconsin Department of Administration, State Bureau of Procurement cort.hoel@wisconsin.gov Vendors are expected to raise any questions, exceptions, or additions they have concerning the RFP document during the period designated in the Calendar of Events for submitting written questions. At any time prior to the proposal due date if a Vendor discovers any significant ambiguity, error, conflict, discrepancy, omission, or other deficiency in this RFP, the Vendor shall immediately notify the above named individual of such error and request modification or clarification of the RFP prior to the RFP due date. In the event that it becomes necessary to provide additional clarifying data or information, or to revise any part of this RFP, revisions/amendments and/or supplements will be provided to all recipients of this initial RFP. Each proposal shall stipulate that it is predicated upon the requirements, terms, and conditions of this RFP and any supplements or revisions thereof. Any contact with State employees concerning this RFP is prohibited, except as authorized by the RFP Manager during the period from date of release of the RFP until the notice of intent to Contract is released. Attempts by Proposers to contact any other party may result in the rejection of their Proposal(s). Tuesday, October 29, 2013 9 1.6 Vendor Conference There will not be a Vendor conference. A second round of questions and answers will be used in place of a Vendor Conference. 1.7 Reasonable Accommodations The Department will provide reasonable accommodations, including the provision of informational material in an alternative format, for qualified individuals with disabilities upon request. If you think you need accommodations at a proposal opening, contact Cort Hoel at (608) 266-1725 or in an e-mail message to cort.hoel@wisconsin.gov . 1.8 Calendar of Events Listed below are specific and estimated dates and times of actions related to this RFP. The actions with specific dates must be completed as indicated unless otherwise changed by the State. In the event that the State finds it necessary to change any of the specific dates and times in the Calendar of Events listed below, it will do so by issuing an amendment to this RFP on VendorNet (http://vendornet.state.wi.us). It is the Proposer’s responsibility to check VendorNet regularly for any RFP amendments. DATE Date here, 2013 Date here, 2013 Date here, 2013 Date here, 2013 Date here, 2013 Date here, 2013, 14:00 CT EVENT Date of issue of the RFP. Date for submitting written questions – Set #1 Estimated date of posting questions and answers to Set #1 Date for submitting written questions – Set #2 Estimated date of posting questions and answers to Set #2 Proposal deadline. Proposals due from Proposers. Office hours are 8:00 am to 4:00 pm, Monday through Friday except when the building is closed on State Holidays. 1.9 Contract Term and Funding The term of the Contract shall be effective from the Department’s Contract execution date and shall run for six (6) years from that date (the “Initial term”). The anticipated term is for the period commencing July 1, 2014 and expiring June 30, 2020, upon successful completion of any final Contract negotiations. The State will begin implementing services as soon after the Contract start as practical. The State will make reasonable efforts to implement all services by June 30, 2015, but reserves the right to implement some services after that date. The Contract may be renewed for a two-year term (the “Transition Renewal”) from July 1, 2020 – June 30, 2022 by mutual written agreement of the State and the Contractor. To exercise the Transition Renewal, the notification will be no later than July 1, 2019. All of the terms in the Enterprise Banking Services Contract shall apply to the Transition Renewal. The State reserves the right to transition services from the Contractor to other Provider(s) during the Transition Renewal. As required by Wisconsin Statutes, continuance of a Contract beyond the limits of funds available shall be contingent upon appropriation of the necessary funds, and the termination of the Contract by lack of appropriations shall be without penalty. The Proposer agrees that the Contract issued is subject to statutory Authorization and available funding. 1.10 VendorNet Registration The State’s purchasing information and Vendor notification service is available to all businesses and organizations that want to sell to the state. Anyone may access VendorNet on the Internet at http://vendornet.state.wi.us to get information on state purchasing practices and policies, goods and services that the state buys, and tips on selling to the state. Vendors may use the same Web site address for inclusion on the bidders list for goods and services that the organization wants to sell to the state. A subscription with notification guarantees the organization will receive an email message each time a State Agency, including any campus of the University of Wisconsin System, posts a Request for Bid or a Request for Proposal in their designated commodity/service area(s) with an estimated value over $50,000. Tuesday, October 29, 2013 10 Organizations without Internet access receive paper copies in the mail. Vendors also may receive e-mail notices of these simplified bid opportunities. 1.11 Amendments to the Contract Amendments to the Contract adding or deleting specific services will be allowed to provide for services required or no longer required by the State. All amendments, modifications or clarifications shall be in writing signed by both parties. No payment for such services shall be made until an amendment, modification or clarification has been signed by both parties. 1.12 Contract Volume The State shall not guarantee current or future transaction volumes. The State cannot estimate the volume of work that will be required as part of this Contract. The State makes no guarantee of a minimum or maximum volume or dollar value for this Contract. 1.13 Minority Business The State is committed to the promotion of minority business in the State’s purchasing program and a goal of placing a minimum of five (5) percent of its total purchasing dollars with certified minority businesses. Authority for this program is found in Wisconsin Statutes 15.107(2), 16.75(4), and 16.75(5) and 560.036(2). The DOA is committed to the minority business program and with this procurement; the successful Contractor is encouraged to purchase 5% of services and supplies from minority businesses certified by the DOA. A listing of certified minority businesses, as well as the services and commodities they provide, is available from the State of Wisconsin Supplier Diversity Program office, (608) 267-0297. The list is published on the Internet at: http://www.doa.state.wi.us/section.asp?linkid=232&locid=0 1.14 Certified Disabled Veteran-Owned Businesses The SBOP and all Agencies may make awards to a certified disabled veteran-owned business when the proposal is no more than 5% lower than the apparent high point score. Awards will be made to the certified disabled veteran-owned business submitting the highest point score proposal. The SBOP DVB Program manager will review and approve in writing any decision not to award to the highest scoring proposal. 1.15 News Releases and Promotional Advertising Reference to or use of the State of Wisconsin, the Great Seal of the State of Wisconsin, the Wisconsin Coat of Arms, any of the State’s Departments, Agencies or other subunits, or any State official or employee for commercial promotion is strictly prohibited. News releases pertaining to this Contract shall not be made without prior written approval of the State. Release of broadcast e-mails pertaining to the resulting Contract shall not be made without prior written approval of State. 1.16 Obligation of the State The State shall not be responsible for any obligations created by any District or Municipality as a result of this procurement. By placing an order with the Contractor, any such entity shall be bound by the Terms and Conditions of this Contract. 1.17 Wisconsin’s Cooperative Purchasing Services All Services resulting from this RFP shall be made available to all Authorized Users. See the Vendor Agreement (DOA-3333) Wisconsin’s Cooperative Purchasing Services form (found as an attachment for RFP Required Forms), for definitions and other information on Wisconsin municipality Authorized Users. Authorized Users must be able to obtain the services procured under the Contract at the same rates agreed to by the State and the Proposer. The Contractor shall be responsible for determining the status of potential authorized users and supplying the State with documentation and support. Tuesday, October 29, 2013 11 2.0 PREPARING AND SUBMITTING A PROPOSAL 2.1 General Instructions The evaluation and selection of a Contractor, and the terms of the Contract will be based on the information submitted in the Proposal and any required on-site visits, demonstrations, or oral interviews. Failure to respond to each of the requirements in the RFP may be the basis for rejecting a proposal response. Failure to follow RFP instructions or format may be the basis for rejecting a proposal response. Elaborate proposals (e.g., expensive artwork), beyond that sufficient to present a complete and effective proposal, are not necessary or desired. 2.2 Incurring Costs The State is not liable for any cost incurred by Proposers in replying to this RFP. 2.3 Submitting the Technical Proposal Proposer shall submit one (1) clearly labeled original for each part of the RFP they are responding to, one (1) identical electronic copy on either CD or USB flash drive, and eight (8) identical hard copies (for a total of 9 hard copies and 1 electronic copy), marked as such. Hard copies are to be labeled “Copy 1”, “Copy 2” etc. Proposers shall submit all materials required for acceptance of their proposal by 14:00 Central Time on Date here, 2013 to: USPS/Mailing Address Cort Hoel/RFP #28098-CH Department of Administration, State Bureau of Procurement P.O. Box 7867 Madison, WI 53707-7867 Address for Hand-Delivery Cort Hoel/ RFP #28098-CH Wisconsin Department of Administration State Bureau of Procurement 101 E. Wilson Street, 6th Floor Madison, WI 53703 Proposals must be received in the above office by the specified time stated above. All proposals must be time-stamped as accepted by the Purchasing Office by the stated time. Proposals not so stamped will not be accepted. Receipt of a proposal by the State mail system does not constitute receipt of a proposal by the State Bureau of Procurement Purchasing Office. Proposals that arrive unpackaged or unsealed shall not be accepted. Facsimile machine (fax) or e-mail submitted proposals will not be accepted. To ensure confidentiality of the document, all proposals must be packaged, sealed and show the following information on the outside of the package: Proposer's (Company) name and address Enterprise Banking Services RFP RFP #28098-CH Cort Hoel, Procurement Specialist Proposal due date 2.4 Submitting the Fee Proposal The Proposer shall submit one original for each part they are responding to, one electronic Excel copy on either CD or USB flash drive, and two (2) copies of the Fee Proposal for a total of three (3) hard copies and one (1) electronic Tuesday, October 29, 2013 12 copy. The Fee Proposal is due to the addressee on the due date and time noted above. The Fee Proposal shall be sealed and submitted as a separate part of the proposal. The outside of the Fee Proposal envelope must be clearly labeled with the information: Fee Proposal for Proposer (Company) name RFP #28098-CH Proposal due date 2.5 Proposal Organization and Format Proposals should be typed and submitted on 8.5 by 11 inch paper bound securely. Proposal covers must include, at a minimum, the RFP name and number, and the Proposer’s name. Proposals should be organized and presented in the order and by the number assigned in the RFP. Proposals must be organized with the following headings and subheadings. Each heading and subheading should be separated by tabs or otherwise clearly marked. The RFP sections which should be submitted or responded to: TAB Proposal Cover Page – identifying the company name, The RFP Title – Number and Original or Copy Number. Table of Contents TAB TAB Separate TAB for each Section Response Provide a table of contents listing each section of the proposal, including attachments specified in this RFP and any additional materials submitted. Completed and signed forms: Request for Proposal Form (DOA-3261) Designation of Confidential and Proprietary Information Form (DOA3027) Vendor Information Form (DOA-3477) Cooperative Purchasing Service Form (DOA-3333) Debarment Form Vendor References Form (DOA-3478) Attachment B: Mandatory Requirements Include all required supporting documentation. Do not include Attachment C in this section: it will be included in a separate tab as described below. Separate response to each RFP Section, 5.0 through 20.0 for Part A Separate response to each RFP section, 21through 29 for Part B Provide a point-by-point response to each requirement specified in these RFP Sections, noting the Section for each response. For example: Section 12.1 Section 12.2 Section 12.3 Etc. No mention of the Fee Proposal is permissible in the response to any other section of this Request for Proposal. TAB Attachment C “Availability Worksheet” shall be included under Section 13.5, “Availability Schedule” as part of the proposal response. Terms and Conditions Attachment D: Proposer Exceptions Under separate cover: Attachment A: Fee Proposal The Vendor must submit its Fee Proposal on the form provided in Attachment A according to the instructions Tuesday, October 29, 2013 13 provided. Failure to provide any requested information in the prescribed format may result in disqualification of the proposal. No mention of the Fee Proposal may be made in the response to the technical requirements of this Request for Proposal. 2.6 Multiple Proposals Multiple Proposals from a Proposer will be permissible; however, each proposal must conform fully to the requirements for proposal submission. Each such proposal must be submitted separately and labeled as Proposal #1, Proposal #2, etc. on each page included in the response. 2.7 Oral Presentations, Product Demonstrations and Proposer Location Site Visits Top scoring Proposer(s) based on an evaluation of the written proposal may be required to participate in oral presentations, product demonstrations, and/or site visits to support and clarify their proposals, if requested by the State. The State will make every reasonable attempt to schedule each presentation at a time and location that is agreeable to the Proposer. Failure of a Proposer to conduct a presentation on the date scheduled or allow an on-site/Proposer site visit may result in rejection of the proposal. Oral presentations cannot be used as an opportunity to alter proposals submitted. Any product(s) and/or service(s) furnished by the Proposer for the purposes of demonstration must be identical in every respect to those which will be furnished if a contract results. A successful demonstration of the Proposer’s product(s) and/or service(s) does not constitute acceptance by the State. 2.8 Withdrawal of Proposals Proposals shall be irrevocable until Contract award unless the Proposal is withdrawn. Proposers may withdraw a proposal in writing at any time up to the proposal closing date and time or upon expiration of 180 days after the due date and time if received by the procurement manager. To accomplish this, the written request must be signed by an authorized representative of the Proposer and submitted to the RFP procurement manager. If a previously submitted Proposal is withdrawn before the Proposal due date and time, the Proposer may submit another Proposal at any time up to the Proposal closing date and time. 2.9 Deviations or Exceptions Proposers are cautioned to avoid deviations of or exceptions to mandatory requirements in their Proposal responses, which may be cause for proposal rejection. If a Proposer intends to deviate from or take exception to any requirement, term, or condition, the Proposer shall clearly describe the deviation or exception on Attachment D. The Proposer shall also propose alternate language for each deviation or exception. Any revisions to the RFP by the State prior to the Proposal due date will be in the form of an Amendment issued by the State and posted to VendorNet. Failure to raise any deviation or exception shall be deemed unqualified acceptance of the RFP Requirement, term, or condition, and the Proposer shall be held liable accordingly. 3.0 PROPOSAL SELECTION AND AWARD PROCESS 3.1 Preliminary Evaluation The proposals will be reviewed initially to determine if they contain the required forms, conform with the submittal requirements, and that all mandatory requirements are met. Failure to meet mandatory requirements may result in rejection of the proposal. In the event all Proposers do not meet one or more of the mandatory requirements, the State reserves the right to continue the evaluation of the proposals and to select the Proposal which most closely meets the requirements specified in this RFP. 3.2 Proposal Scoring for General and Technical Requirements Tuesday, October 29, 2013 14 Accepted proposals will be reviewed by an Evaluation Committee and scored against the stated criteria in Section 3.4 “Evaluation Criteria”. A Proposer may not contact any member of the Evaluation Committee except at the State’s direction. . The Evaluation Committee may review references, request interviews, presentations, and/or conduct on-site visits and use the results in scoring the proposals. Proposals from certified Minority Business Enterprises (MBE) or Disabled Veteran-Owned Businesses (DVB) may have points weighted by a factor of 1.00 to 1.05 to provide up to a five percent (5%) preference to these businesses (Wis. Stats. 16.75(3m)). The Evaluation Committee's scoring shall be tabulated for all proposals being considered and proposals ranked based on the numerical scores received. 3.3 Fee Proposal Scoring NOTE: Sections 3.3 and 3.4 will be updated with Cost Proposal that will be available on Vendornet no sooner than Wednesday, November 6th Complete the entire Attachment A, “Fee Proposal” following the instructions. Each line shall have only one number in each box. Do not alter the form. Failure to properly complete and submit Attachment A may result in proposal rejection. Calculation of the Cost Score The Fee Proposals will be calculated with the most points awarded to the lowest cost. Other Fee Proposals will be assigned points that correlate to those assigned to the lowest Fee Proposal. The Proposal with the lowest total fee proposed on Attachment A, Section 1, Column F “Total Proposed Fees” will receive the maximum 675 cost points allotted. Calculation of points awarded to subsequent proposals will be calculated using the formula as follows: Lowest Total Proposed Fees* (constant) multiplied by the maximum cost points (675 points) = Cost Score Other Fee Proposal’s Total Proposed Fees* *The numerator divided by the denominator will always result in less than one. 3.4 Evaluation Criteria The proposals will be scored using the following: RFP Section Section 12& 25: Mandatory Requirements Technical Requirements for Part A Technical Requirements for Part B Total Technical Requirements Cost Score for Part A Cost Score for Part B Cost Score Total RFP TOTAL Tuesday, October 29, 2013 15 Total Points Pass/Fail 965 390 1355 % of total points Pass/Fail 45.8% 18.5% 64.4% 500 250 750 23.8% 11.9% 35.6% 2105 100.0% 3.5 Right to Reject Proposals and Negotiate Contract Terms The State reserves the right to reject any and all proposals. The State may negotiate the terms of the Contract, including the award amount, with the selected Proposer prior to entering into a Contract. If Contract negotiations cannot be concluded successfully or substantial progress is not made in Contract negotiations with the highest scoring Proposer, the Department may cancel the award and commence negotiations with the next highest scoring Proposer. The State may negotiate any of the standard terms and conditions of the Contract after the Intent to Award. 3.6 Award, and Final Offers NOTE: This section 3.4 will be updated at the time the Cost Proposal portion of the RFP is available no sooner than November 6th, 2013 The State will compile the final scores (technical and cost) for the highest scoring technical proposals most likely to receive an award. The award will be granted in one of two ways. The award may be granted to the highest scoring responsive and responsible Proposer. Alternatively, the highest scoring Proposer or Proposers may be requested to submit best and final offers (BAFOs). If BAFOS are requested by the State and submitted by a Proposer, it will be evaluated against the stated criteria, scored and ranked by the Evaluation Committee. The award then will be granted to the highest scoring Proposer. However, a Proposer should not expect that the State will request a best and final offer. Best and Final Offers (BAFOs) The Committee may narrow the field of Proposers down to finalists. At this point, the State will negotiate further only with the finalists. The State reserves the right to solicit a BAFO and conduct Proposer discussions, request more competitive pricing, clarify proposals and Contract references with the finalists, should it be in the State’s best interests to do so. If a BAFO is solicited, it will contain the specific information on what is being requested, as well as submission requirements, evaluation criteria as composed by the Evaluation Committee, and a due date of submission. Any BAFO responses received by the SBOP after the stated due date will not be accepted. Proposers who are asked to submit a BAFO may refuse to do so by submitting a written response, indicating their response remains as originally submitted. 3.7 Notification of Intent to Award All Proposers who respond to this Proposal will be notified in writing of the State's intent to award the Contract(s) as a result of this RFP. After notification of the Intent to Award is issued, copies of Proposals will be available for public inspection from 8:00 a.m. to 4:00 p.m. at the DOA, 101 E. Wilson St., Madison, Wisconsin, under the supervision of the RFP Manager or DOA/SBOP staff. To view copies of Proposals, schedule a specific appointment with Cort Hoel via e-mail (cort.hoel@wisconsin.gov) to ensure that space is available for the review. Certain sections of Proposals may be protected from public viewing where they represent proprietary information and they are appropriately designated following the formal declarations described in the Designation of Confidential and Proprietary Information (Form DOA-3027). 3.8 Appeals Process Notices of intent to protest and protests must be made in writing to the head procuring Agency. Protestors should make their protests as specific as possible and should identify statutes and Wisconsin Administrative Code provisions that allegedly have been violated. Any written notice of intent to protest the intent to award a Contract must be filed with: USPS/Mailing Address Rick S. Hughes, Director State Bureau of Procurement Department of Administration P.O. Box 7867 Tuesday, October 29, 2013 Address for Hand-Delivery Rick S. Hughes, Director State Bureau of Procurement Department of Administration 101 E. Wilson Street, 6th Floor 16 Madison, WI 53707-7867 Madison, WI 53703 and received in his office no later than five (5) working days after the notices of intent to award are issued. Any written protest must be received within ten (10) working days after the notice of intent to award is issued. The decision of the head of the procuring Agency may be appealed to the Secretary of the Department of Administration within five (5) working days of issuance, with a copy of such appeal filed with the procuring Agency. The appeal must allege a violation of a Wisconsin statute or a section of the Wisconsin Administrative Code. 4.0 GENERAL PROGRAM INFORMATION AND OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 4.1 Aggregate Account Ledger and Collected Balances The Proposer must aggregate ledger and collected balances for the State’s Aggregate Account Pool (as described in RFP Section 1.2.4, “Wisconsin’s Cash Management Environment” following “Reconciliation”). 4.2 Customer Service Ombudsman The Proposer must designate a single point of contact for this Contract, to serve as the primary Customer Service Ombudsman for day-to-day operational problems or questions. The Ombudsman must be familiar with the State’s cash management activities sufficient to quickly troubleshoot reported problems or answer questions. The State requires that the Ombudsman or a comparable backup be available for inquiries during scheduled business hours (approximately 8:00 a.m. to 4:30 p.m. Central Time) each banking day. Also, the Provider must have an attended 24/7 customer service support call-in number for issues that arise outside of normal business hours. 4.3 Bank System and Reporting Changes The State has minimal resources to devote to file layout or reporting changes made by the Contractor. Contractor shall consult with the State on potential changes that affect the layout, format or timing of data files transmitted to/from the State, and the State shall agree to the changes. The Contractor shall ensure that the State is notified at least 120 days in advance of the implementation of any such changes. Contractor shall receive approval from the State prior to determining the implementation date. In addition, the Contractor shall notify the State at least 30 days in advance of any change affecting a report or reconciliation service. 4.4 Payment of Contract Fees The State may pay for the services rendered by the Contractor either by direct fees (State-issued check or authorized account debit) or by compensating balances or any combination thereof. It is currently the Board's policy to maximize the investment of daily collected balances within the State Investment Fund by minimizing the cash balances maintained at the enterprise bank. However, under certain circumstances, the SWIB may be interested in temporarily investing significant cash balances with the Contractor. The terms of any such temporary investments will be negotiated at that time. 4.5 Price Adjustments 4.5.1 Price Adjustments Price adjustments (pass through or other minor adjustments) may be allowed upon approval of the Contract Manager. No other price adjustments shall be made without the express written approval of the SBOP. Tuesday, October 29, 2013 17 4.5.2 Unanticipated Service Volume Increases The State may elect to renegotiate at any time, the price for those services for which the annual volume for the most recently completed fiscal year exceeds 125% of the volume listed in Section 18 – Fee Proposal. If the State and the Proposer are unable to reach an agreement on a renegotiated price, the State reserves the right to seek the services within that RFP section through another Proposer. 4.5.3 Changes in the Names of Services Provided The Contractor must notify the State in writing at least 30 days prior to renaming a service on the monthly account analysis statement. 4.5.4 Unauthorized Price Adjustments The State shall consider any billed item that does not exactly match the original Fee Proposal in Section 18 to be an unauthorized price adjustment. The Contractor’s billings shall not contain unauthorized price adjustments. 4.6 Calculation of Compensating Balance Earnings Compensating balance earnings shall be computed monthly for each account using the following formula: Average Daily Ledger Balance Less: Average Daily Float (dynamic, item-by-item method*) Average Collected Balance Less: Current Federal Reserve Requirement (enter 0 if none) Average Collected Balance Net of Federal Reserve Requirement Times: Current month’s average of the 90 (91-92) day U.S. Treasury Bill rate as reported in Moody's Bond Survey Equals: Annualized Compensating Balance Earnings Divided by 12 Equals: Monthly Compensating Balance Earnings $XX,XXX,XXX -XX,XXX,XXX $XX,XXX,XXX -XXX,XXX $XX,XXX,XXX x XX% $XX,XXX 12 $XX,XXX,XXX * Under the "dynamic, item-by-item method" of float calculation, the availability of each deposit is calculated itemby-item based on the Proposer's availability schedule. 4.7 Visits to Bank The Contractor agrees that the Depository Selection Board or one or more of the persons who serve as its staff or advise it, may schedule a visit with the Contractor to observe and inspect the operations of the Contractor in providing service under the Contract. 4.8 Legislative Audit Bureau/Outside Auditors The Contractor shall cooperate with and make space available for auditors when the Legislative Audit Bureau or any outside auditors employed by the Board, the Legislature, or federal agencies audit this Contract or any Agency of the State for which services are being provided under this Contract. Within 30 days of issuance, the Contractor’s outside auditors shall provide the Contract Manager with a copy of any report that provides information regarding the adequacy of the Proposer's internal controls. This includes, but is not limited to, Service Organization Control (SOC) 1 Type 1 or Type 2 Reports. 4.9 Requirement of Confidentiality Much of the information received through lockboxes is classified as confidential by statutes. The Contractor shall have all employees who process state records sign a statement that will be similar to the following: Tuesday, October 29, 2013 18 "The Contractor is the primary depository for the State of Wisconsin. Because of this relationship, you will be working with return documents and checks for various Departments of State Government. The State requests you are specifically aware of the following: Wisconsin law prohibits revealing or offering to reveal any information on certain tax and other documents required to be filed with various Departments of the State, which are processed through the Contractor. If you were to divulge any such information, you could be fined a minimum of $100 and a maximum of $500, imprisoned for not less than one month nor more than six months or both fined and sent to jail. In addition, confidentiality is a key aspect of your work at the Contractor. The application for employment with the Contractor stresses the requirements of high standards of honesty and discretion and further states that failure to maintain those standards is cause for dismissal from the Contractor. I acknowledge that I have received, read and understood the above information." 4.10 Computer Programs and Other Software All computer software developed by the Contractor or its subcontractors solely for the operations contemplated under this Contract and which are used solely for the operations contemplated under this Contract, shall belong to and shall be delivered both in written and electronic storage form to the State of Wisconsin 36 months prior to the termination of the Contract. The Contractor shall provide to the State of Wisconsin printouts of all automated lockbox documentation 36 months prior to the termination of the Contract. The Contractor agrees that if it should not make a Contract proposal or is an unsuccessful competitor, or is not named as a Contractor following the termination of the Contract contemplated by this RFP, it will cooperate with the State and any successor in order to smoothly transition the State’s banking needs to the successor institution. 4.11 Periodic Performance Meetings The State and the Contractor shall periodically meet at agreed-upon times to review performance and ensure continuous improvement. Part A: Enterprise Banking Services 5.0 Wisconsin’s Cash Management Environment Management of cash is the fund movement to optimize liquidity and, to increase interest income earned by maximizing investments and/or reducing the cost of short-term borrowings. The information about the cash flow, receipts, disbursements, and balances is used to manage operating capital. The management of cash function basically includes the following seven areas: Information Management, Collection, Management of Cash Position, Concentration, Risk Management, Disbursement, and Reconciliation. Information Management supports the banking services. It may include obtaining bank balances, deposit and disbursement data. Also, the function assists in making accurate cash position management decisions when there is accurate, timely data. Collection includes the collection of customer remittances (such as taxes, fees, grants, financing) and depositing of receipts into the bank account as quickly as possible, while collecting sufficient information to correctly identify the source of payment and the movement of funds into a concentration account where they are available for use and/or short-term investment. Ideally, collection time is minimized to turnover receipts into available funds. Management of Cash Position is regular monitoring of cash inflow and outflow to determine whether internal sources of cash are available to fund the cash requirements. Forecasts and projections are utilized to determine cash position management. Tuesday, October 29, 2013 19 Concentration is a system of utilizing funds deposited at established collection points which transfers the funds to a principal location so the funds are available for use. Concentration is obtaining the use of the funds as soon as available. Risk Management identifies procedures to minimize/reduce the likelihood of asset loss through operations, fraud, systems, and investments. Disbursement includes activities such as disbursement account timing, dollar amount funded, and managing check or disbursement float. The activities should lead to maximize check float when appropriate for the government entity, and minimize excess balances in disbursement accounts. Reconciliation is regular verification of data from bank and accounting systems to ensure all transactions are properly accounted for in a timely manner. The State and its Agencies, boards and commissions utilize a centralized structure. The State maintains a primary cash concentration account with 12 regular disbursement, zero-balance checking sub-accounts (ZBA), and 123 zero-balance deposit accounts. Wisconsin’s Aggregate Account Pool Average Daily Collected Balance in FY 2013: $12.6 million Cash Concentration Acct Account 12 ZBA Statewide Checking 123 ZBA Depository 93 Non-ZBA Checking and Deposit 1 Non-ZBA Controlled Disbursement (Medicaid) In addition, the State maintains one controlled disbursement account for weekly Medicaid payments, and another 93 non-zero-balance, receipt deposit and checking accounts to collect a variety of program deposits and to make a limited number of check disbursements. The balances in ALL of these accounts are aggregated for daily cash balance and investment purposes. During fiscal year 2013, the consolidated average daily ledger balance for ALL of these accounts was approximately $35.4 million, while the average daily collected balance was approximately $12.6 million (see Appendix C-1, “Daily Consolidated Ledger and Collected Balances” Note: These balances do not include temporary cash investments made by the State of Wisconsin Investment Board (SWIB). See RFP Section 4.4, “Payment of Contract Fees” for additional information. Also, it is estimated that of the $22.8 million in average daily float balances ($35.4 million ledger - $12.6 million collected), approximately $14.3 million is related to the lockbox check deposits. These deposits are part of Part B – Enterprise Lockbox Services. In addition, the Department of Children and Families maintains a pool of six cash management accounts for the Wisconsin Support Collection Trust Fund. This pool of accounts is used to receipt child support payments from non-custodial parents and disburse them to the custodial parents. During fiscal year 2013, the average daily ledger balance for this group of accounts was $9.9 million, and the average daily collected balance was $7.8 million. The State also maintains an additional 84 regular-disbursement, non-zero-balance accounts for a variety of Agency-specific applications. These accounts are primarily low-volume, low-dollar accounts used by State Tuesday, October 29, 2013 20 Agencies for remote depositing and/or small purchases. The Proposer will offer these accounts to State Agencies, but the State may elect to locate these accounts at other financial institutions. Each morning, the State Controller’s Office determines the net change in the State’s consolidated cash position, and informs SWIB of that change. SWIB purchases or sells the corresponding amount of securities, and cash settlement occurs via a single wire transfer (incoming or outgoing) between the State, and SWIB’s investment bank (currently Bank of New York-Mellon). Deposits of immediately available funds received late in the day, or on days when State offices are open, but the Federal Reserve banks or investment markets are closed, may be made available for the Proposer to invest on behalf of, and under the authority of, the State Investment Board in repurchase agreements or other overnight investments. The following table shows fiscal year 2013 check volumes by major check writing application: State Series A B G H I J L M P R S X Fiscal Agent Fiscal Agent Fiscal Agent Fiscal Agent Fiscal Agent Account Type Purpose No. Checks Issued 666,932 123,782 3,834 35,540 1,769 184,314 7,969 103,935 178,767 1,042,373 6,517 2,727 $ Checks Issued 18,517,513,873 103,537,722 18,717,126 141,261,798 12,033,975,976 80,562,151 34,083,739 129,195,329 143,811,280 934,608,646 12,968,536 1,496,899 Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Pooled-ZBA Regular Disbursement Regular Disbursement Controlled Disbursement Regular Disbursement Regular Disbursement General Operations Payroll Court Operations Employee Trust Funds - Annuity Rush Payments Wisconsin Works Lottery Child Care Provider Energy Assistance Income Tax Refunds Stop Payment Replacements Garnishments Self-Directed Supports (IRIS) 101,754 62,338,166 Child Support 141,053 74,223,152.54 Medicaid 222,225 1,189,400,600 Supplemental Security Income Various other Fiscal Agent Checking (estimated) 169,471 21,131,626 20,279 6,030,2014 Statewide Use of Electronic Payments Approximately 81% of the State’s outgoing payments are electronic, and 19% are checks. The vast majority of the State’s outgoing vendor payments are made with checks because the remittance data cannot yet be delivered electronically. However, the State is planning to implement an ERP system in 2015/2016 and may utilize an online portal to deliver the remittance data. The State is already utilizing reloadable, prepaid debit cards for Unemployment Insurance, Child Support and Payroll, and has plans to expand the use of such cards. Prepaid debit card services are procured separately. Not including lockbox checks (see Part B – Enterprise Lockbox Services), approximately 79% of the State’s incoming payments are electronic and 21% are checks. The State continues to receive large volumes of checks for the Child Support program. 6.0 DEPOSITORY AND CHECK PRESENTMENT OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the Tuesday, October 29, 2013 21 successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 6.1 Ledger Credit The Contractor shall provide same-day ledger credit for those deposits that are couriered from state agencies to the Contractor’s main processing location and delivered by the Contractor’s end-of-day ledger cut-off as described in Section 14.4, “Deposit Processing.” 6.2 Collected Credit Funds received through the Automated Clearing House (ACH) shall be considered as collected funds no later than the opening of business on the ACH settlement date. Funds received through wire transfer shall be considered immediately collected funds and available. Cash and “on us” items shall be considered same-day collected funds if delivered to the Proposer by their end of day ledger cut-off on a business day. All other items shall be credited to the account of the State Controller based upon the availability schedule submitted in Section 14.5, “Availability Schedule”. The availability schedule cannot be changed without the written approval of the Contract Manager. 6.3 Adjustments The Contractor must provide supporting documents for all debit and credit adjustments to the State within 5 business days of the account adjustment. 6.4 Deposit Verification and Adjustment The Contractor shall credit the State Controller’s Account with the amounts shown on deposit tickets and make adjusting entries if the tickets vary from the actual amounts deposited. If provisional credit is given, verification and adjustment must take place within 1 business day. In the event verification and adjustment occurs after this time, the credit shall be considered as deposited on the original deposit date for determining the monthly analysis and compensating balances. The Contractor shall accept for deposit both un-encoded and pre-encoded checks. 6.5 Money Processing Services The Contractor must receive and count cash delivered from the State and provide cash or rolls of coins as needed. The Wisconsin State Fair utilizes these services throughout their annual fair event. 6.6 Deposit Tickets The Contractor shall furnish deposit tickets to the State. Costs of providing deposit tickets shall be passed through to the State at the Contractor’s cost. Present usage of deposit tickets for the State Controller is approximately 36,000 per year. Forms presently used are three-part, color coded, snap-out on NCR paper. 6.7 Special Accounts The State requires that a special category of interest-bearing accounts be established that will be outside of the normal cash concentration process. These accounts shall also earn interest at the compensating balance earnings rate. The State shall have the option of settling the accumulated earnings surplus/deficit for each of these accounts quarterly or annually. It is the State’s intent to minimize the balances in these accounts such that the fees exceed the compensating Tuesday, October 29, 2013 22 balance earnings. However, if the net position of an account is positive, the Contractor shall pay interest directly to the account. If the net position is negative, the State will be invoiced accordingly. Initially, these accounts will include the following: Account Estimated Average Daily Collected Balance Wisconsin Support Collection Trust Fund $8,700,000 DPI Scholarship Program Trust $3,000,000 Universal Services Fund $55,000 DHFS Children’s Special Benefit Fund $59,000 Bureau of Milwaukee Child Welfare $1,300,000 WI School for Deaf $3,000 6.8 Online Access to Images of Checks Deposited The Bank shall provide online access to images of all checks deposited. 6.9 Remote Deposit Contractor shall provide services for scanning and transmitting check images for deposit from State Agency remote locations or scanning and converting the checks to ACH-debit transactions. 7.0 DISBURSEMENT OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 7.1 Reconciliation Services 7.1.1 Daily check issuance and cancelled check information will be transmitted to the Contractor. The record layout for this file is contained in Appendix A-1, “Supplemental Information for part A- Entrerprise Banking Services.” The Contractor will provide a separate monthly reconciliation for each major check writing application listed in Section 5.0, “Wisconsin’s Cash Management Environment.” The reconciliation must show the checks issued, checks paid, checks stopped, checks cancelled and checks outstanding. 7.1.2 The Contractor shall initiate any adjustments necessary to paid checks within 30 days of reconcilement. 7.1.3 The Contractor must provide a summary of all adjustments made to each account including any adjustments to the paid and outstanding check reports. 7.1.4 The Contractor must provide a monthly electronic file that shall include all checks that were paid or stopped during the month and all checks that were outstanding at the end of the month. This file will include the account number, serial number, amount, issue date, paid date (if any) and stop date (if any). 7.1.5 The Contractor must provide a daily electronic file of paid checks for checks issued by the Department of Children and Families – Bureau of Child Support. The file will include the account number, serial number, amount, issue date and paid or stop date. 7.1.6 The Contractor shall process in that night’s processing cycle all issued and cancelled check files received from the State by 10:00 p.m. of each bank business day. Tuesday, October 29, 2013 23 7.1.7 The Contractor must communicate any change in the reconciliation services and/or reconciliation reports to the State at least 30-days prior to the change. 7.1.8 The Contractor must send weekly account reconciliation data for the Child Support checks to the Department of Children and Families and its fiscal agent within 7 business days of the end of the period. 7.2 Truncation The Contractor shall truncate all physical checks once the check image has been captured. 7.3 Unpaid Checks The Contractor shall honor all state checks until the stale date printed on the check (currently 1-year for nearly all state checks). The Contractor shall stale date all unpaid checks on a monthly basis by deleting from the outstanding list all checks that are one year old and electronically reporting the account number, check number and amount of each item deleted. Checks issued by the Department of Children and Families – Bureau of Child Support are staled-dated quarterly. The monthly unpaid check file shall be transmitted to the State within 7 working days of the end of the month/quarter. 7.4 Fraudulent Checks The Contractor must act as an agent to collect all fraudulent checks cashed. Items returned with affidavits of forged endorsements will be processed and credits will be made when credit is received or within 60 days for on-us items; whichever is sooner. If collection cannot be accomplished, the financial institution initially cashing the check is responsible for investigating the forgery claim and pursuing any legal action. 7.5 State Agency Contingent Checking Accounts The Contractor shall offer separate checking account services to various State Agencies upon approval of the State Controller’s Office. These services will include separate reconciliation and check stock for each account. The check stock shall be provided to the State by the Contractor’s preferred provider. The State shall receive the same check stock pricing as the Contractor. The Contractor must be able to aggregate the balances of these accounts with the cash concentration account for the monthly analysis and calculation of compensating balances. 7.6 Cashing of State-Issued Checks The Contractor shall cash any State-issued check presented by a Payee with the proper identification. Identification may include one or more of the following: Driver’s License State of Wisconsin ID Card Milwaukee County ID Card 7.7 Decisioning of Positive Pay Exceptions The Proposer’s system must provide daily positive pay decision items and images to the State each business morning. 7.8 Nightly Batch File Transfer of Checks Issued and Cancelled The Contractor must be able to accept checks issued and canceled files transmitted by the State by 10 pm, and update the bank's systems so that the information is available for bank tellers by the opening of business by the next business morning (includes Saturday). 8.0 ELECTRONIC FUNDS TRANSFER OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the Tuesday, October 29, 2013 24 successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 8.1 Record Formats The Contractor must be able to initiate and receive the following electronic payment formats: ACH-PPD ACH-CCD ACH-CCD+/Vendor Express ACH-CTX EDI-ANSI ASC X12 8.2 ACH Transactions The Contractor shall act as the State’s Originating Depository Financial Institution (ODFI) and Receiving Depository Financial Institution (RDFI) and shall originate and receive ACH transactions per NACHA Operating Rules. The Contractor shall provide a daily electronic report of all ACH returns. ACH returns must be identified at the application level (i.e. Income Tax Refunds for the Department of Revenue, payroll, etc.). 8.3 Online System The Contractor must provide an online method of entering ACH (debit and credit) transactions with appropriate security for multiple agencies and users. The Contractor must provide a downloadable file of detailed ACH activity for same day and prior day activity. 8.4 Automated Clearing House File Confirmations (“ACH Files”) The Contractor must provide a service that confirms that ACH Files transmitted by the State to the Contractor have been received and processed. 8.5 Interactive Voice Response (IVR) System to Phone-In Deposits The Contractor must provide an IVR service where DOT Service Centers will periodically phone-in deposit amounts for their local bank accounts. Based on the amounts phoned-in, the Contractor shall create ACH-debit transactions which will transfer the amount to the DOT bank account at the Contractor. The Contractor shall provide a report of the amounts phoned-in for DOT’s reconciliation purposes. 8.6 Wire Transfers The Contractor must be able to initiate and receive wire transfers. The Contractor must be able to receive from the State and process an electronic file of outgoing repetitive wire transfers for settlement on a same day basis. The file will be transmitted by the State to the Contractor at approximately 11:30 a.m. each day. 8.7 Notification of Incoming Wires The Contractor shall receive and immediately credit the State’s account for incoming wire transfers. The Contractor must provide the ability to access current day wire activity detail information online. Tuesday, October 29, 2013 25 8.8 Online Initiation The Contractor must provide an online method of entering wire transfer transactions with appropriate security for multiple Agencies and users. The Contractor must provide a downloadable file of wire transfer activity for same day and prior day activity that includes detail information about each wire. 9.0 INFORMATION REPORTING OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 9.1 Account Reporting/Electronic Account Reporting 9.1.1 The Contractor will provide the State Controller’s Office with daily information and reports regarding the activity and balances in its various accounts. The information must be provided electronically, for viewing and printing at multiple locations by multiple users with the flexibility to restrict access by account. Electronic account statements must be made available for each account on either a daily or monthly basis as required by the State. 9.1.2 The following information must be provided online: 9.1.3 Daily balance information available by 7:00 a.m. Central Time each business day showing the previous day’s activity including the ending ledger balance, the ending collected balance, float assignment for the uncollected balance, and a month-to-date ledger and collected balance. Daily information at the transaction level showing all prior day activity including deposits, adjustments, ACH and wire transfer activity, and check presentments. Current day (real-time) reporting to monitor deposits, wire and ACH activity. Detail information reporting for any prior day wire and ACH activity posting to the State’s account(s). The Contractor shall provide a daily electronic file in the standard BAI format that contains prior day transaction detail. 9.2 Stop Payments The Contractor will provide designated Agencies with online access to display and print required information and to enter stop payment orders. The information must be available for viewing at multiple locations by multiple users with the flexibility to restrict access by user and account. The following must be provided: Verification that the check is still outstanding at the time when the stop is placed. The ability to verify online whether a check is outstanding up to 13 months after the issue date. During this period, the State will make inquiries within the online system, and the system must be able to return a positive response of “outstanding” for every inquiry where the item has not been paid, stopped or canceled. Stops must remain in effect for 13 months or until the check is removed from the outstanding listing. Ability to stop payment on a range of checks online. Tuesday, October 29, 2013 26 An audit report recapping valid stop payments initiated the prior day must be available by 7:30 a.m. Central Time. Ability to cancel a stop payment order online. Ability to add or remove a check from the outstanding check file. Ability to import a file of check numbers to confirm payment. 9.3 Monthly Account Analysis Each month, no later than the 15th business day, the Contractor shall provide to the State Controller’s Office, in both hard copy and electronic format, the previous month's Account Analysis showing activity in each compensation category, computation of the average daily collected balance and the resulting excess position in compensation balances, or the remaining deficit position to be paid in direct fees. See Appendix C-3, “Consolidated Account Analysis” for the FY 2013 Monthly Account Analysis Statements. 10.0 MERCHANT ACQUIRING AND CARD TRANSACTION PROCESSING OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 10.1 The Contractor shall not have the exclusive right to provide the State’s merchant acquiring and card transaction processing services. The State currently utilizes several Contractors for these services. 10.2 The Proposer must be a member of the Visa International Service Association and the MasterCard Worldwide organization. 10.3 The Proposer must be certified PCI Compliant at all times. 10.4 The Proposer shall establish Merchant Accounts on behalf of the State, for Visa and MasterCard, and to the extent possible, Discover and American Express. 10.5 The Proposer shall establish all Merchant Accounts within 7 business days of receiving the completed form from the State. 10.6 The Proposer shall acquire, process and settle Visa, MasterCard and to the extent possible, Discover and American Express credit and debit transactions in accordance with all applicable provisions of the VISA, USA Operating Regulations, MasterCard International Rules, Discover Card Rules and American Express Rules as amended from time to time. 10.7 The State may choose to submit online transactions utilizing several E-payment Gateways as certified by the Proposer. 10.8 The Proposer shall provide online real-time Authorization processing. Authorization responses must be returned within 3 seconds on average. 10.9 The Authorization processing system must be available 99.90% of the time. 10.10 The Proposer shall provide an online system to view credit/debit card Authorization requests, responses and settlements for transactions submitted via Point of Sale, Internet, and IVR channels. The Proposer’s online system shall allow the State to query transactions and produce reports compatible with Microsoft Excel. 10.11 The Proposer shall provide standard online reports showing daily Authorizations and batch settlements for each merchant account. Tuesday, October 29, 2013 27 10.12 The Proposer’s online reporting system shall not show the full 16-digit card number in reports or files. 10.13 Fees The Proposer shall utilize an “interchange plus” pricing for the State, whereby the Proposer shall pass through the interchange percentage rates and per item fees, and the assessment percentage rates and per item fees as published by Visa and MasterCard. 10.14 The Proposer shall combine all other per transaction fees (including Authorization, settlement, etc.) into a uniform “Authorization fee” that shall be assessed to each Authorization transaction. This fee shall be listed on Attachment A, Fee Proposal. The Proposer may not charge any other per transaction fees, without the approval of the Contract Administrator. The Proposer may charge a monthly statement fee, which shall be listed on Attachment A, Fee Proposal. 10.15 The State may elect to utilize the Proposer’s E-payment Gateway services for credit/debit card and E-check payments submitted through the Internet and through Interactive Voice Response. The State reserves the right to negotiate these services and the related fees through a Contract amendment. The Proposer shall not have the exclusive right to provide E-payment Gateway services to the State (the State currently utilizes several Contractors for these services). Attachment A has designated space for pricing of these services for informational purposes only. 11.0 AGENCY-SPECIFIC SERVICES OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 11.1 Department of Children and Families - Bureau of Child Support The Bureau of Child Support (BCS) is responsible for collecting and disbursing approximately 4.5 million annual child support payments totaling $950 million. This is a critical state program that affects more than 500,000 parents and children within the State of Wisconsin. BCS requires that the Proposer designate individuals who are familiar with the services, including any agreed upon special handling provisions provided to the Child Support program, and that these individuals deliver prompt attention to any problems that may arise. See Appendix A-1(f), “Department of Children and Families – Bureau of Child Support” for a list of the special reports provided to BCS. 11.2 State of Wisconsin Building Commission Line of Credit The Proposer shall provide up to $50,000,000 in tax-exempt and taxable loans under a line of credit (see Appendix A1(b), “State of Wisconsin Building Commission Line of Credit” for an example of the detailed terms). Final terms shall be determined at the time of the loan. 11.3 Department of Revenue Processing requirements specific to the Department of Revenue can be found in Appendix A-1, Supplemental Information for Part A – Enterprise Banking Services. Tuesday, October 29, 2013 28 11.4 Department of Justice - Special Currency Deliveries 5 – 10 times each year, the Department of Justice requires currency for delivery to its investigators and agents for the purpose of purchasing drugs and other items. The State Controller’s Office will provide sufficient notification to the Proposer, who shall deliver up to $500,000 in cash to the requested branch location. Generally, agents must withdraw the currency from the local branch as part of the undercover operation. 11.5 Custodial, Securities Management and Trust Services 11.5.1 Miscellaneous Agencies - Escrow Accounts The Proposer shall upon request, establish escrow accounts in which Agencies may require Proposers to make deposits pending satisfactory Contract performance. 11.5.2 Department of Revenue - Lottery prize funds The Department of Revenue - Lottery Division may elect to utilize the services of the Proposer for purposes of purchasing federal government bonds, serving as the custodian or trustee, and selling those securities. See Appendix A-1(d), “Department of Revenue-Lottery Securities Custodial Services” for specific information regarding these requirements. 11.5.3 Department of Corrections – Inmate Trust Funds The Proposer shall provide services for the Department of Corrections Inmate Trust Funds per Appendix A-1(e), “Department of Corrections – Inmate Trust Funds.” 11.5.4 State Controller’s Office – Pledged Securities The Proposer shall upon request, be required to serve as the custodian or trustee for securities which are required to be on deposit with the State Controller for certain banks and insurance companies doing business in Wisconsin. See Appendix A-1(g), “State Controller’s Office Pledged Securities” for a listing of securities as of June 30, 2013. 11.6 Unanticipated Services The State reserves the right to negotiate with the successful Proposer reasonable fees for banking services unanticipated or not existing at the time of the Contract award. The State may, at its option, Contract for such services through an alternative process. 12.0 MANDATORY REQUIREMENTS This section is not scored. Respond to this section using Attachment B, “Mandatory Requirements.” The following requirements are mandatory and the Proposer must satisfy them. If the Proposer cannot meet ALL the mandatory requirements, the Proposer will not be considered. Failure to meet mandatory requirements will result in a rejection of a Proposal. In the event that all Proposers do not meet one or more of the mandatory requirements, the State reserves the right to continue the evaluation of Proposals and select the Proposal that most closely meets the requirements specified in this RFP. Failure to meet mandatory requirements will result in a rejection of a Proposal. In the event that no Proposer is able to meet an individual mandatory requirement, the State reserves the right to continue the evaluation of Proposals and select the Proposal that most closely meets the requirements specified in this RFP. Answer each item as to whether your firm can (check “yes”) or cannot (check “no”) meet these requirements using Attachment B. Tuesday, October 29, 2013 29 12.1 References Proposer must submit references according to form DOA–3478 Vendor References for a minimum of four clients who are equivalent in size and scope for which the Proposer currently provides banking services. Required Supporting Documentation: A completed DOA-3478 Vendor Reference form. 12.2 2009 Wisconsin Act 136 Pursuant to 2009 Wisconsin Act 136 [§16.705(1r), Wis. Stats.], these services must only be performed within the boundaries of the United States. The inability to perform services in the United States shall be grounds for disqualifying your proposal for this Contract. 12.3 Debarment Federal Executive Order (E.O.) 12549 “Debarment” requires that all Contractors receiving individual awards, using federal funds, and all sub recipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency from doing business with the Federal Government. Failure to comply or attempts to edit this language may disqualify your proposal. Information on debarment is available at the following websites: www.epls.gov and https://www.acquisition.gov/far/current/html/Subpart%209_4.html. The Debarment Form shall be signed if the Proposer is not currently debarred from federal or Wisconsin state Contracts. If the Proposer is debarred, the Proposer shall disclose this information to the State of Wisconsin in its Proposal response by attaching specific documents or information regarding the debarment. Required Supporting Documentation: A completed Debarment Form and any disclosers. 12.4 Sufficient Processing Capacity The Proposer must be able to process the indicated transaction volumes (refer to Section 18.0 – Fee Proposal) beginning July 1, 2014. The Proposer must list any services for which as of the date of their Proposal, its processing capacity is not sufficient to handle the annual volumes indicated in the Fee Proposal. If the current capacity needs to be expanded, the Proposer must describe the amount of capacity that must be added and how it plans to accomplish this expansion including timeframes for implementation. 12.5 Qualification as a Public Depository Appendix E contains the entire text of Chapter 34 Wis. Stats. The Proposer must explain why it meets the requirements contained in sec. 34.05(1) Wis. Stats. The Proposer may submit an opinion from their legal Department to fulfill this requirement. Required Supporting Documentation: Explanation of how the Proposer meets the requirements in Sec. 34.05(1) Wis. Statutes. 12.6 Ability to Accommodate Accidental Overnight Overdrafts Proposers must be able to accommodate infrequent, accidental overnight overdrafts up to $50 million. Please refer to the daily, consolidated ledger and collected balance information contained in Appendix A-7, “Daily Consolidated Ledger and Collected Balances.” Whenever the Proposer is required to purchase Federal Funds at the request of the State or to cover accidental overdrafts of the State’s account by some other method, the Proposer shall charge the State for the actual cost of such funds. Tuesday, October 29, 2013 30 12.7 Daylight Overdrafts Proposers must be able to accommodate significant daylight overdrafts to ensure required cash movement within the State’s associated accounts. Daylight overdrafts typically range from $25 - $40 million and can occasionally exceed $1 billion. The State will make every attempt to minimize large daylight overdrafts (over $50 million) by coordinating early funding from the Bank of New York-Mellon. 12.8 Financial Well Being of the Proposer The Proposer’s bank holding company must have a Rank of Financial Ratios of 165 or higher (excellent), as published in the most recent IDC Bank Financial Quarterly that is available on the due date of the RFP proposal. 13.0 GENERAL REQUIREMENTS This section is scored unless indicated otherwise. Be specific and thorough when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 13.1 A Proven Performance Record for State Banking Services Contracts The Proposer must list all of the state government banking Contracts that it was engaged in during the period July 1, 2008 – June 30, 2013. For each state Contract listed, the Proposer must list in tabular format: The state The state Agency signing the Contract Each of the service areas provided that correspond to this RFP (i.e. Depository, Disbursement, Lockbox, EFT, Information Reporting The duration of the Contract 13.2 Data Center, Disaster Recovery and Hot Back-Up Processing Site Proposer must list the location of the data center(s) that would process the transactions for the EBS Contract. Describe any features that distinguish the reliability of the Proposer’s data center from others, including any standard industry ratings. Include a description of the power backup available at the data center(s). Proposer must describe their disaster recovery plan, including testing. Proposer must indicate whether or not a hot back-up processing site exists and describe its capabilities. 13.3 Phoenix-Hecht Quality Index – Mean Numeric Scores The Proposer must submit a copy of their official Quality Score report as provided by Phoenix-Hecht. The Proposer must submit their most recent report (at the time of submission of the Proposal). If the Proposer did not received a Phoenix-Hecht Quality Evaluation, it should submit a schedule showing 1) any other independent quality scoring that it receives for the service categories listed below, or; 2) how it internally measures performance within the categories below. ACH – Speed of error correction; ACH – Overall features and capabilities; Depository Services – Accuracy of processing and reporting; Other Services – Fraud prevention services; Tuesday, October 29, 2013 31 13.4 Experience of Key Staff The Proposer must list the staff members that will be assigned as the: Customer Service Ombudsman – Primary (as described in RFP, Section 4.2, “Customer Service Ombudsman”) Customer Service Ombudsman – Backup The Relationship Manager The Proposer must describe the experience for each of the key staff listed above including: Years of experience in a similar capacity with other large government and/or large corporate banking contracts (list each customer and the corresponding years of experience) The percentage of the position that will be designated to support the State’s services (i.e. 50%, 100%). For each of the key staff listed above, the Proposer must provide at least one example where they provided good customer service to a large government or large corporate customer. The following represents a sample table using fictitious information as data populating the table. Use the following table format, deleting the fictitious information: Name/ Certification(s) Position % of the position designated to support the State’s services Jane Doe, CCM John Doe, CCM Jane Doe Customer Service Ombudsman - Primary Customer Service Ombudsman - Backup Relationship Manager X% X% X% Number of Years’ Experience in the same capacity for other Statewide Banking Services Contracts 5 2 5 13.5 Responding to Service Problems Proposer must describe its procedures for receiving and responding to reports of service problems from the State during and outside of normal business hours. Include procedures for receiving, classifying, escalating, distributing and responding to problems reported through a customer service call center or similar facility. Include any implemented standards for responding to issues within a certain timeframe. 13.6 Third-Party Processors Proposers must describe the role of any third-party processor or other vendor to be used by the Proposer in providing the services listed within this RFP. Include the name of the vendor, the service(s) they will provide, and the number of years they have provided the service(s) to the Proposer. 13.7 Integration of Banking Systems with PeopleSoft The State plans to implement PeopleSoft’s Financials and Supply Chain Management (FSCM) 9.2 in late 2015, and anticipates that it will utilize the Treasury/Cash Module. The Proposer should describe in detail, how it assisted three government clients in maximizing cash management efficiency between the Proposer’s systems and PeopleSoft. The Proposer must include the following elements within their response: The name of each government client; The time period that the Proposer worked with the government client. The version of PeopleSoft FSCM the client utilized, and whether the client utilized the Treasury/Cash module. Specific system features, functions, data files, etc. provided by the bank’s systems, and how they worked with the PeopleSoft system to provide greater cash management efficiency, and to save costs. Tuesday, October 29, 2013 32 13.8 Transition Plan THIS QUESTION IS NOT SCORED but will be utilized in the event of a transition. The State expects the Proposer to take a lead role in transitioning existing State Agency banking services to their systems. The Proposer must provide the following information within a Transition Plan: An outline of the strategic approach to the transition activities, including the sequence that the services should be transitioned in order to maximize efficiency. A detailed description of the recommended implementation process, including testing and a draft implementation schedule. The organizational structure of the Proposer’s transition team as well as the desired management and staff from the state agencies. The operational tasks, including key deadlines and timelines of critical transition activities. The plan must describe any other key aspects of a successful transition that the Proposer is either requiring or recommending as part of the Proposal. 14.0 DEPOSITORY AND CHECK PRESENTMENT REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 14.1 Branch Locations State Agencies currently make deposits to approximately 584 bank accounts in approximately 108 cities throughout the State. Proposers must provide a list showing each staffed branch location within the State of Wisconsin. The list should be in an MS Excel worksheet, and should include the following separate fields: City where branch is located; County where branch is located Address of branch location; Whether deposits made to an account at that branch location can be zero-balanced to a concentration account. In addition, the Proposer must provide the location of the processing facility that will be used for the large cash letter deposits delivered from State agencies located in Madison, Wisconsin. 14.2 Automated recording of cash receipts within the State’s accounting system Current Process In order to automate the recording of receipts into the State’s accounting system, the following process is currently utilized: The State establishes a new bank account for the new deposit application (i.e. paper lockbox, electronic lockbox, other); Deposits are made to the new bank account; The bank account number and daily deposit amount are received within the daily BAI electronic file from the Enterprise Bank; The bank account number is used to infer an accounting string from an in-house database application; A cash receipt document is created and uploaded to the State’s accounting system. This process ensures that the State’s accounting system is systemically and automatically in agreement with the deposits received at the enterprise bank. Alternative, Innovative Approaches The State is interested in alternative processes that will still allow for the automated posting of deposit accounting transactions within the State’s accounting system, but does not require that a separate bank account be established for each distinct application. The State must continue to receive a data file each day that can be used to create the Tuesday, October 29, 2013 33 accounting transactions that are in agreement with bank deposits. Additionally, the process must allow the State to restrict by user, the viewing of deposit information by individual deposit application within the Proposer’s online information system. 14.3 Deposits that cannot be made directly with the Enterprise Bank Current Process State agencies have the need to deposit cash and checks received at a variety of point of sale locations around the State. If there is not an Enterprise Bank branch located nearby, the agency will establish an account with another financial institution. Currently, agencies maintain a DDA account at these institutions, and periodically write a check on the account for deposit to the State’s cash concentration account through their central fiscal office. Although paper-based, this process allows the local agency office to control the timing of the transfer, so that it matches the reporting that they will do with the central agency office. The central agency office receives the check and initiates the accounting transactions to record the receipt and deposits the check with the Enterprise Bank. Alternative, Innovative Approaches The State is interested in alternative processes that will allow for the electronic transfer or sweep of deposits made at local financial institutions to the Enterprise Bank on a day chosen by the local agency staff. The process should allow the central office to receive a daily report showing the amounts to be transferred by agency location. Also, the Proposer must describe any innovative approaches for handling daily cash deposits where there is not a nearby bank location. 14.4 Deposit Processing Proposers must describe how state deposits will be processed once they are received. This description should include: The various methods used to clear deposited checks, including any related cut-off times. Daily cut-off time for the deposit of cash. A clear description of when in the process availability is assigned (i.e. continuously as checks are released for collection or at specific times during the day). The latest time that check deposits couriered to the Contractor’s main processing location can be received and still receive same-day ledger credit. 14.5 Availability Schedule Proposers shall provide their availability for all endpoints. The availability listed shall not be changed without approval of the Contract Administrator. The availability shall be provided in two sections: 14.5.1 Certain ABA Institutions The Proposer shall provide the following availability code assuming that a deposit (in the amount indicated) that is ready to be processed is received at 12:30 p.m.: 0 means “Availability on the same ledger day as the deposit” 1 means “Availability on the first ledger day after the deposit” 2 means “Availability on the second ledger day after the deposit” 3 means “Availability on the third ledger day after the deposit date” 4 means “Availability on the fourth ledger day after the deposit date” The availability code listed by the Proposer and the deposit amount indicated on Attachment C, “Availability Worksheet” shall be used to determine the Proposer’s overall availability score. 14.5.2 All Other Endpoints The Proposer shall provide the following availability code on Attachment C, “Availability Worksheet” for all other Federal Reserve Routing Symbols not listed in Section 1assuming that a deposit that is ready to be processed is received at 12:30 p.m.: Tuesday, October 29, 2013 34 0 means “Availability on the same ledger day as the deposit” 1 means “Availability on the first ledger day after the deposit” 2 means “Availability on the second ledger day after the deposit” 3 means “Availability on the third ledger day after the deposit date” 4 means “Availability on the fourth ledger day after the deposit date” 14.6 Check Processing Proposer must describe the check processing operation (at each location) that will be used for the State of Wisconsin. The description should include: The type of check reader/sorter equipment used A description of the encoding quality monitoring process The number of checks processed during calendar 2013 The number of return items processed during calendar 2013 The Proposer should also include any unique processing capabilities that distinguish it from other providers. 14.7 Error Tracking Proposer must describe the various processing error rates which are tracked and used to measure processing accuracy. Provide a description of each rate and any minimum performance standards. Also, the Proposer must describe how the rates are measured and tracked, and how the Proposer follows up on any sub-standard rates. 14.8 Account Adjustments Proposers must describe how inquiries requiring research and account adjustments will be handled including any established turn-around times. Proposers must also describe the system used to track and resolve potential account adjustments. 14.9 Foreign Exchange Services The Proposer must describe its ability to provide immediate ledger credit for the following items delivered for deposit to the Proposer’s primary depository location using a deposit ticket: Checks drawn on a Canadian bank in either Canadian Dollars or U.S. Dollars. Checks drawn on a European bank whose currency is now the Euro that are issued in the Euro. Checks drawn on a bank located in one of the countries listed below if issued in the currency listed: Country Australia, Christmas Island, Coco (Keeling) Islands, Heard and McDonald Islands, Kiribati, Nauru, Norfolk Island, Tavalu Austria Brazil Belgium Bhutan Bouvet Island Czech Republic China Cook Islands Denmark England Faroe Islands Finland Tuesday, October 29, 2013 35 Currency Australian Dollar Euro Centavos Euro Indian Rupee Norwegian Krone Czech Koruna Yuan New Zealand Dollar Danish Krone British Pound Danish Krone Euro France (Note: Checks from France must have the city of issue written on the check) Germany Greece Greenland Guernsey, C.I. Hong Kong Hungary India Isle of Man Israel Italy Ireland Japan Jersey, C.I. Lesotho Liechtenstein Luxembourg Mexico Morocco The Netherlands Namibia New Zealand Niue Norway Philippines Pitcairn Poland Portugal Saudi Arabia Scotland Singapore South Africa South Korea Spain Svalbard and Jan Mayen Islands Sweden Switzerland Thailand Tokelau Turkey United Kingdom Vietnam Euro Euro Euro Danish Krone Pounds Sterling Hong Kong Dollar Forint Indian Rupee Pounds Sterling Israeli Shekel Euro Euro Japanese Yen Pounds Sterling Rand Swiss Franc Euro Peso Moroccan Dirham Euro Rand New Zealand Dollar New Zealand Dollar Norwegian Krone Philippine Peso New Zealand Dollar Zloty Euro Saudi Riyal British Pound Singapore Dollar Rand Won Euro Norwegian Krone Swedish Krona Swiss Franc Thai Baht New Zealand Dollar Turkish Lira Pounds Sterling Dong Checks issued in U.S. Dollars drawn on a foreign bank's U.S. correspondent bank should be considered domestic items. The Proposer shall describe its capability to produce drafts in foreign currency upon request. Include the standard timing for completing these requests. The Proposer shall describe its capability for wiring money in foreign currencies including the daily cut-off time for submission by the State The Proposer shall describe its ability to establish bank accounts in foreign countries. Tuesday, October 29, 2013 36 14.10 Images of Checks Deposited and Checks Returned The Proposer shall describe how many business days after the deposit it will take before the deposited check images will be available for online viewing and how long the images will be available online. The Proposer shall also describe the ability to provide online images of returned checks, including how many days after the return it will take before the image is available for online viewing, and how long the images will be available online. 14.11 Confirmation of Checks Issued/Cancelled Files The Proposer shall describe how they confirm that checks issued/cancelled files transmitted to the bank have been received and processed. Include the method used to communicate the confirmations, how long after transmission will the confirmation be sent, whether the confirmation will be sent before or after the data has updated the system available to the tellers, and the information that shall be included within each confirmation. 14.12 Returned Check Processing The Proposer shall describe their ability to forward checks under $1,000 for a second collection. The Proposer shall describe their ability to segregate returned items based on the deposit account, and to segregate returned items for different Agencies within the same deposit account based on the endorsement. The Proposer shall describe the returned check report(s) that will be provided to the State. The Proposer shall describe any alternative/innovative approaches for managing returned checks. 14.13 Deposit Adjustments The Proposer shall describe their ability to notify the State Controller’s Office (or the Wisconsin Department of Children and Families for deposits to the Child Support accounts) of any deposit overages or shortages that exceeds $10.00, and the information that will be provided in such notifications. 14.14 Internal Controls for Establishing or Changing Accounts and Services The Proposer shall describe their process for ensuring that only the individuals authorized by the State may request new accounts and services, make changes to existing accounts and services, or conduct transactions for the State’s accounts. As part of the internal controls, the State will provide the Contractor with the names and contact information for two individuals who shall be authorized to establish new accounts and services, and approve changes to existing accounts and services. In addition, the State will provide to the Contractor a list of authorized account signers for each account. 15.0 DISBURSEMENT REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 15.1 Regular and Controlled Disbursement Account Services The Proposer must describe its regular and controlled disbursement account services. Included must be a description of any innovative or unique services that are offered to its government customers. 15.2 Account Reconciliation Services The Proposer must describe its account reconciliation services including when full reconciliation files are transmitted to the customer. Include a description of any innovative or unique services that are offered to its government customers. Tuesday, October 29, 2013 37 15.3 Stop Payments Proposer must describe its web-based stop payment system including how the system verifies that a check is outstanding before a stop payment order is accepted. On a daily basis, the State must verify the paid status of approximately 2 – 3 dozen checks. The Proposer must describe the batch processing capabilities of the system, including the ability to upload an Excel worksheet or Comma Separated Variable (CSV) file containing a listing of checks to the system, and receive a response on whether each check has been paid. The Proposer must also list the latest time each day that a stop payment request can be made and the stop payment will be placed that same day. 15.4 Fraud Protection The Proposer must describe its ability to: Accept daily check issuance data (including payee name) from the State and to provide a system for the State to view images of presented items that do not match the issuance data (Positive Pay and Payee Positive Pay). Reject attempts to cash checks that do not match the issued data at teller windows within their branch offices (Teller Positive Pay). Eliminate the following items from the State’s daily decision process, but display them in the exception reporting: Encoding errors; Missing check numbers; Missing account numbers; and Duplicate Image Replacement Documents (IRD’s). Block paper debits to the state accounts used for ACH payments. Block ACH debits to state accounts. Filter ACH debits against specific Company Codes. The Proposer must describe any innovative or unique fraud-protection services available to state governments. 15.5 Paid Check Images The Proposer must describe: 15.6 Which checks may be viewed immediately online verses recalled through an image archive retrieval process. The response time for images retrieved through the image archive retrieval process. The maximum age of checks whose images may be viewed online. The portable media that will be used to provide paid check images to the State. The indexing software used to access the images, where it resides, and whether it provides the capability to search for a range of checks in a batch mode. Positive Pay Decisioning The Proposer must describe when the Positive Pay decision items will be available to the State for viewing online and the latest time that it has to enter its decisions each business day. 15.7 Nightly Transmission of Checks Issued and Cancelled File The State will transmit a checks issued/cancelled file to the Contractor once the nightly processing for its enterprise accounting system has completed. This file is normally sent by 10 pm. On infrequent occasions, the nightly processing takes longer, and the State will not be able to transmit the file until as late as 3 am. The Proposer must describe its ability to accept and process a nightly checks issued and cancelled file transmitted by the State between 10:00 pm and 3:00 am Monday through Saturday (Sunday if Saturday is the last day of the month or if alternate scheduling is required for holidays). The Proposer must include the latest time that they can receive the file and have the data available at the teller stations by bank opening the next business morning. Tuesday, October 29, 2013 38 16.0 ELECTRONIC FUNDS TRANSFER REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 16.1 Automated Clearing House Proposers must describe the following information in relation to ACH services: Describe the cut-off time for customer initiation of ACH transactions so that settlement occurs by 8:00 a.m. the next business day. Describe whether the Proposer can automatically redeposit items returned for nonsufficient funds. Describe the ACH return process, including when funds are posted to the customer’s account. Describe any ability to provide ACH returns to the State in an electronic file. Describe the Proposer’s online ACH services including available reports. Describe whether the customer can build a database of repetitive transactions. Describe security procedures that are in place to minimize the risk of unauthorized transactions. Describe whether the Proposer can automatically direct returns to an alternate account. Describe whether the Proposer provides the ability for the State to enter IAT transactions online. Describe how the Contractor will confirm that ACH Files transmitted by the State to the Contractor have been received and processed. Include the method used to communicate the confirmations, when the confirmation will be sent, and the information that shall be included within each confirmation. Describe the methods used to delete a specific transaction or a file prior to releasing to the ACH operator? Describe how the State would reverse a transaction or file that has been released to the ACH operator. 16.2 Wire Transfers Proposers must describe the following information in relation to wire transfer services: Describe the cut-off times for customer initiation of wire transfers to ensure same-day execution. Describe how wire transfers can be customer-initiated from a remote site. Describe how the Proposer will accommodate a repetitive wire set-up function. Describe how the State can add, delete, modify repeat codes and templates for wire transfers. Describe how the Proposer will accommodate a batch wire transmission. Describe the procedures and time frames for repairing incoming and outgoing wires. 17.0 INFORMATION REPORTING REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 17.1 System Functionality and Ease of Use 17.1.A The Proposer must provide an online banking system. Describe the features of this system including: Hours of access. The time that previous day information will be available to the State each business morning. The time that incoming ACH transactions may be viewed online. The time that intra-day incoming wires may be viewed online. The ability to initiate ACH and wires via the Internet. A description of inquiry capabilities. A description of any automated notifications. A description of how transfers between state accounts are made online. Tuesday, October 29, 2013 39 A description of the security access system including the establishment of access rights/roles for users. Include any ability to require dual approval for system administration, wire transfers, ACH, and other functions. The ability to use tokens or dongles. The use of IP verification for system login. Other bank services available through the system. 17.1.B. The Proposer must provide access to an online demonstration banking system (or screen images if an online demonstration system is not available) that shows the following functionality as well as examples of balance, transaction, stop payment and other available reports: The assignment of access rights to system users. How an individual account can be searched for within the system. Ad-hoc querying of transactions within an account. Search for a paid-check. Positive pay decisioning. Entering an individual stop payment request and importing a list of stop payment requests. Entering an individual wire transfer. Setting-up a repetitive wire transfer. Setting-up an ACH template. Transferring funds between two state accounts. Retrieval of paid check images and deposit images. Establishing system messaging for individual users. Any other significant functionality. . 17.2 System Availability The Proposer must list the total number and total duration of any outages (planned and unplanned) of the online banking system between the hours of 6:30 am and 4:30 pm, Monday – Friday during the period July 1, 2012 – June 30, 2013. 17.3 Electronic File for Monthly Account Analysis The Proposer must describe the type of electronic file(s) that it is able to provide for the monthly account analysis statement. 18.0 MERCHANT ACQUIRING AND CARD TRANSACTION PROCESSING REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. The State of Wisconsin (excluding the University of Wisconsin) currently utilizes more than 245 merchant accounts and 984 terminal IDs to accept Visa/MasterCard credit/debit card payments. The following table shows the number/dollar amount of credit/debit card payments received per channel during state fiscal year 2013: Payment Channel Internet POS/Mail Order/Telephone Order/Paper Total # Transactions 1,869,451 437,173 2,306,624 $ Transactions $127,552,791 49,163,231 $176,716,022 During the seven fiscal years FY 2007 – FY 2013, the number of transactions has increased at an average annual rate of 12%, while the dollar amount of transactions has increased at an average annual rate of 16%. Tuesday, October 29, 2013 40 18.1 Processing Cut-Off Times Describe the daily processing cut-off times, and when authorized transactions are settled and funded. Include any requirements for a minimum settlement amount. Describe any ability for the Biller to select from several cut-off times. 18.2 System Screen Images and Reports Provide screen images showing the transaction search capabilities of the online system. Provide screen images of daily reports that show the transactions comprising the bank deposit (settlement) amount. Provide screen images of any other queries or reports that will assist the State with reconciliation or customer service. Part B: Enterprise Lockbox Services 19.0 Cash Management Environment – Part B Enterprise Lockbox Services The State will maintain a lockbox concentration account with zero-balance subsidiary accounts for each lockbox. The State intends to maximize the investments of the State Investment Fund by transferring the daily collected balance of the lockbox concentration account to the State Investment Board. However, the State reserves the right to retain deposits at the lockbox bank, and to use the resulting compensating balance credits to offset banking fees. 20.0 DEPOSITORY AND CHECK PRESENTMENT OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so 20.1 20.2 Collected Credit Funds received through the Automated Clearing House (ACH) shall be considered as collected funds no later than the opening of business on the ACH settlement date. Funds received through wire transfer shall be considered immediately collected funds and available. Cash and “on us” items shall be considered same-day collected funds. Checks shall be credited to the account of the State Controller based upon the availability schedule submitted in Section 14.5, “Availability Schedule”. The availability schedule cannot be changed without the written approval of the Contract Manager. Adjustments The Contractor must provide supporting documents for all debit and credit adjustments to the State within 5 business days of the account adjustment. Tuesday, October 29, 2013 41 21.0 LOCKBOX OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 21.1 General Operations The Contractor shall pick-up mail from the USPS location listed in Section 11.5, “Lockbox Mail U.S. Post Office Location”, at the times indicated in Section 15.2, “Mail Processing.” The lockbox processing and mail pick-up schedule must track maximum availability of mail from the U.S. Post Office, including weekends and holidays. All items available for pick up at the U.S. Post Office between midnight and 6:00 am must be processed by the Contractor’s lockbox department and deposited to the State’s account that same calendar day (or the next business day if that day is a weekend or holiday). All items available for pick up at the U.S. Post Office between 6:01 am and 11:59 pm must be processed and deposited to the State’s account no later than the next calendar day (or the next business day if that day is a weekend or holiday). The only exception is when the number of items picked up at the U.S. Post Office exceeds 18,000 for an individual lockbox in a calendar day. In these instances, the Contractor must process and return to the State a minimum of 18,000 remittances per lockbox on that same calendar day (or the next business day if that day is a weekend or holiday). See Appendix D for information on daily lockbox volumes for the Department of Revenue. Lockbox items shall be processed in order to maximize collected funds availability to the state. 21.2 Wholesale Lockboxes The Contractor shall perform the following procedures for wholesale lockboxes. Some procedures may vary for individual lockboxes and these procedures shall be used in conjunction with any lockbox-specific instructions contained in Appendix B, “Lockbox Procedures and Instructions.” Also, Appendix C provides copies of the remittance documents currently mailed in with the State’s lockbox payments. 21.2.1 Collect mail as frequently as hourly Monday through Saturday, with the exception of federal bank holidays. 21.2.2 Receive and log mail. 21.2.3 Sort mail by U.S. Post Office Box number. 21.2.4 Remove the contents of each envelope. Review contents according to state Agency instructions. Separate checks from the remittance documents. 21.2.5 Process cash received (typically less than $50) by issuing and processing a bank check. 21.2.6 Process checks and remittance items: Process checks with the Payee names listed in the lockbox instructions. Any reasonable derivations of the listed Payee names or “State of Wisconsin” are also acceptable. If the numeric and written amounts on the check do not agree, process the check for the amount of the remittance form. If neither amount agrees with the remittance form, see individual lockbox instructions. Any envelope that does not contain a check and any correspondence or miscellaneous enclosures that are included with a payment will be returned to the Agency. Tuesday, October 29, 2013 42 21.2.7 Create batch, key item dollar amounts, calculate batch total. Image the checks utilizing Courtesy Amount Read (CAR). Maintain images for two years per applicable statute of limitation. Compare the check totals as imaged with the total keyed by the operator. Verify any items where the image does not agree with the keyed amount. Create deposit cuts in order to maximize the items deposited by the deposit deadline. Encode, endorse and deposit all non-exception checks based upon the Availability Schedule. Prepare a credit advice showing the total amount deposited. Return a copy of each deposited check to the Agency. Return any exception items (as defined by the lockbox instructions) to the Agency. Those checks having a difference in the numeric and written amounts where the correct amount cannot be determined by an accompanying remittance advice. Checks not made payable to the names designated in the lockbox-specific instructions. 21.2.8 Send remittance advices, correspondence, miscellaneous enclosures, check copies, exception checks, adding machine tapes, envelopes and credit advice each day via courier to the Agency. 21.2.9 For those lockboxes that receive a daily remittance file of keyed data, transmit the file to the State via the agreed-upon protocol. 21.3 Retail Lockboxes The Contractor shall perform the following procedures for retail lockboxes. Some procedures may vary for individual lockboxes and these procedures shall be used in conjunction with any lockbox-specific instructions contained in Appendix B, “Lockbox Procedures and Instructions.” Also, Appendix C provides copies of the remittance documents currently mailed in with the State’s lockbox payments. 21.3.1 Collect mail at frequent intervals Monday through Saturday, with the exception of federal bank holidays. 21.3.2 Receive and log mail. 21.3.3 21.2.4 21.3.4 21.3.6 21.3.7 Sort mail by U.S. Post Office Box number. When applicable, presort mail for high-speed extraction. When applicable, perform high-speed extraction for “clean” items. Perform low-speed extraction for non-standard items. Process cash received (typically less than $50) by issuing and processing a bank check. 21.3.8 Process checks with the Payee names listed in the lockbox instructions. Any reasonable derivations of the listed Payee names or “State of Wisconsin” are also acceptable. 21.3.9 Perform image capture, OCR scan and Courtesy Amount Recognition (CAR). Apply batch and sequence numbers on the back of the checks and coupons. 21.3.10 Batch balance payments. Endorse and deposit all non-exception checks based upon the Availability Schedule. 21.3.11 Create deposit cuts in order to maximize the items deposited by the deposit deadline. 21.3.12 Prepare a credit advice showing the total amount deposited. 21.3.13 Transmit scanned data to the State Agency. Return reports, CD’s or DVD’s and coupons (unless stored at the bank) to the State Agency. Also, return any exception items (checks and coupons) as defined by the State Agency. 21.3.14 For those lockboxes that receive a daily remittance data file, transmit the file to the State via the agreed-upon protocol. Tuesday, October 29, 2013 43 21.4 Unique Zip Code The State owns the zip code used for the wholesale lockboxes. The State rents the P.O. Boxes under the zip code used for the retail lockboxes. The State will authorize the Contractor to act as its agent, and pick-up mail for the lockboxes at the Lockbox Mail U.S. Post Office Location listed in Section 11.5, “Lockbox Mail U.S. Post Office Location.” Assignment of PO Box numbers is at the discretion of the State with the consent of the Contractor. 21.5 Listed Services Services include manual lockboxes, OCR lockboxes, data entry, data transmission, copying, handling, date stamping, exception handling, envelope opening, providing a typed list and handling of enclosed forms. 21.6 Daily Lockbox Reports The Contractor must email a daily lockbox status report to the State providing the following daily estimated processing statistics for selected high volume lockboxes: 21.7 21.8 Number of mail items received Number of items processed Number of items remaining in house Number of exceptions in process Received date for the oldest items remaining to be processed. Lockbox Imaging On at least a monthly basis, for requested lockboxes, the Contractor must provide CD-ROM’s or DVD’s that contain images of the checks and remittance documents received. The image index and the access software must be contained on each CD-ROM or DVD, and the media must be encrypted. In addition, for certain lockboxes, the Contractor must provide a weekly file transmission of the images of checks and remittance documents. And, the Contractor must make lockbox images available through a web portal. The State will request copies of checks processed through retail lockbox. These copies must be forwarded to the state within 5 business days. Lockbox Credit/Debit Card Payments The Contractor shall process credit/debit card payments received at lockbox, and return the payment confirmation (including authorization number) to the state agency. 21.9 Lockbox Deposits At the State’s direction, the Contractor must establish a separate deposit account for each lockbox. Returned items must be posted to an alternative account if specified by the State. 21.10 Delivery of Remittance Documents to State Agencies All items processed by the Contractor must be available for courier pickup (for return to the corresponding State Agency) by 5:00 p.m. Central Time on the date processed. 22.0 WIRE TRANSFER OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 22.1 Wire Transfers The Contractor must be able to initiate and receive wire transfers. Tuesday, October 29, 2013 44 22.2 Notification of Incoming Wires The Contractor shall receive and immediately credit the State’s account for incoming wire transfers. The Contractor must provide the ability to access current day wire activity detail information online. 22.3 Online Initiation The Contractor must provide an online method of entering wire transfer transactions with appropriate security for multiple users. 23.0 INFORMATION REPORTING OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 23.1 Account Reporting/Electronic Account Reporting 23.1.1 The Contractor will provide the State Controller’s Office with daily information and reports regarding the activity and balances in its various accounts. The information must be provided electronically, for viewing and printing at multiple locations by multiple users with the flexibility to restrict access by account. Electronic account statements must be made available for each account on either a daily or monthly basis as required by the State. 23.1.2 The following information must be provided online: 23.1.3 23.2 Daily balance information available by 7:00 a.m. Central Time each business day showing the previous day’s activity including the ending ledger balance, the ending collected balance, float assignment for the uncollected balance, and a month-to-date ledger and collected balance. Daily information at the transaction level showing all prior day activity including deposits, adjustments, and wire transfer activity. Current day (real-time) reporting to monitor deposits, wire activity. Detail information reporting for any prior day wire activity posting to the State’s account(s). The Contractor shall provide a daily electronic file in the standard BAI format that contains prior day transaction detail. Monthly Account Analysis Each month, no later than the 15th business day, the Contractor shall provide to the State Controller’s Office, in both hard copy and electronic format, the previous month's Account Analysis showing activity in each compensation category, computation of the average daily collected balance and the resulting excess position in compensation balances, or the remaining deficit position to be paid in direct fees. See Appendix F, “Consolidated Account Analysis” for the FY 2013 Monthly Account Analysis Statements. 24.0 AGENCY-SPECIFIC SERVICES OPERATIONAL REQUIREMENTS This section is not scored. The State of Wisconsin reserves the right to incorporate the following provisions, in substantially the same form as set forth below, into the Contract negotiated with the successful Proposer. Failure of the Tuesday, October 29, 2013 45 successful Proposer to accept these provisions may result in cancellation of the award. Proposers must use Attachment D to submit any exceptions along with proposed alternative or additional language. The State reserves the right to negotiate contractual terms and conditions when it is in the best interests of the State to do so. 24.1 Department of Revenue Processing requirements specific to the Department of Revenue can be found in Appendix A-3, “Department of Revenue” and Appendix B, “Lockbox Procedures and Instructions.” 25.0 MANDATORY REQUIREMENTS This section is not scored. Respond to this section using Attachment B, “Mandatory Requirements.” The following requirements are mandatory and the Proposer must satisfy them. If the Proposer cannot meet ALL the mandatory requirements, the Proposer will not be considered. Failure to meet mandatory requirements will result in a rejection of a Proposal. In the event that all Proposers do not meet one or more of the mandatory requirements, the State reserves the right to continue the evaluation of Proposals and select the Proposal that most closely meets the requirements specified in this RFP. Failure to meet mandatory requirements will result in a rejection of a Proposal. In the event that no Proposer is able to meet an individual mandatory requirement, the State reserves the right to continue the evaluation of Proposals and select the Proposal that most closely meets the requirements specified in this RFP. Answer each item as to whether your firm can (check “yes”) or cannot (check “no”) meet these requirements using Attachment B. 25.1 References Proposer must submit references according to form DOA–3478 Vendor References for a minimum of four clients who are equivalent in size and scope for which the Proposer currently provides banking services. Required Supporting Documentation: A completed DOA-3478 Vendor Reference form. 25.2 2009 Wisconsin Act 136 Pursuant to 2009 Wisconsin Act 136 [§16.705(1r), Wis. Stats.], these services must only be performed within the boundaries of the United States. The inability to perform services in the United States shall be grounds for disqualifying your proposal for this Contract. 25.3 Debarment Federal Executive Order (E.O.) 12549 “Debarment” requires that all Contractors receiving individual awards, using federal funds, and all sub recipients certify that the organization and its principals are not debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any Federal Department or Agency from doing business with the Federal Government. Failure to comply or attempts to edit this language may disqualify your proposal. Information on debarment is available at the following websites: www.epls.gov and https://www.acquisition.gov/far/current/html/Subpart%209_4.html. The Debarment Form shall be signed if the Proposer is not currently debarred from federal or Wisconsin state Contracts. If the Proposer is debarred, the Proposer shall disclose this information to the State of Wisconsin in its Proposal response by attaching specific documents or information regarding the debarment. Required Supporting Documentation: A completed Debarment Form and any disclosers. Tuesday, October 29, 2013 46 25.4 Sufficient Processing Capacity The Proposer must be able to process the indicated transaction volumes (refer to Section 18.0 – Fee Proposal) beginning July 1, 2014. The Proposer must list any services for which as of the date of their Proposal, its processing capacity is not sufficient to handle the annual volumes indicated in the Fee Proposal. If the current capacity needs to be expanded, the Proposer must describe the amount of capacity that must be added and how it plans to accomplish this expansion including timeframes for implementation. 25.5 Lockbox Mail U.S. Post Office Location Lockbox mail will continue to be sent to the State’s unique zip codes and U.S. Post Office boxes in Milwaukee, Wisconsin. The Contractor shall pick-up all lockbox mail directly from the following U.S. Post Office location: Milwaukee Processing & Distribution Center 345 W. Saint Paul Ave. Milwaukee, WI 53203-3207 25.6 Qualification as a Public Depository Appendix E contains the entire text of Chapter 34 Wis. Stats. The Proposer must explain why it meets the requirements contained in sec. 34.05(1) Wis. Stats. The Proposer may submit an opinion from their legal Department to fulfill this requirement. Required Supporting Documentation: Explanation of how the Proposer meets the requirements in Sec. 34.05(1) Wis. Statutes. 25.7 Ability to Accommodate Accidental Overnight Overdrafts Proposers must be able to accommodate infrequent, accidental overnight overdrafts up to $50 million. Please refer to the daily, consolidated ledger and collected balance information contained in Appendix B-1, “Supplemental Information for Part B – Enterprise Lockbox Services.” Whenever the Proposer is required to purchase Federal Funds at the request of the State or to cover accidental overdrafts of the State’s account by some other method, the Proposer shall charge the State for the actual cost of such funds. 25.8 Daylight Overdrafts Proposers must be able to accommodate significant daylight overdrafts to ensure required cash movement within the State’s associated accounts. Daylight overdrafts typically range from $12 - $20 million. 25.9 Financial Well Being of the Proposer The Proposer’s bank holding company must have a Rank of Financial Ratios of 165 or higher (excellent), as published in the most recent IDC Bank Financial Quarterly that is available on the due date of the RFP proposal. 26.0 GENERAL REQUIREMENTS This section is scored unless indicated otherwise. Be specific and thorough when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 26.1 A Proven Performance Record for State Banking Services Contracts The Proposer must list all of the state government banking Contracts that it was engaged in during the period July 1, 2008 – June 30, 2013. For each state Contract listed, the Proposer must list in tabular format: The state The state Agency signing the Contract Tuesday, October 29, 2013 47 26.2 Each of the service areas provided that correspond to this RFP (i.e. Depository, Disbursement, Lockbox, EFT, Information Reporting The duration of the Contract Data Center, Disaster Recovery and Hot Back-Up Processing Site Proposer must list the location of the data center(s) that would process the transactions for the EBS Contract. Describe any features that distinguish the reliability of the Proposer’s data center from others, including any standard industry ratings. Include a description of the power backup available at the data center(s). Proposer must describe their disaster recovery plan, including testing. Proposer must indicate whether or not a hot back-up processing site exists and describe its capabilities. 26.3 Phoenix-Hecht Quality Index – Mean Numeric Scores The Proposer must submit a copy of their most recent (at the time of submission of the Proposal) Quality Score report as provided by Phoenix-Hecht for 1) Wholesale Lockbox – Accuracy of processing and reporting; and 2) Wholesale Lockbox – Overall features and capabilities. If the Proposer did not received a Phoenix-Hecht Quality Evaluation, it should submit a schedule showing 1) any other independent quality scoring that it receives for the service categories listed above. 26.4 Experience of Key Staff The Proposer must list the staff members that will be assigned as the: 1Customer Service Ombudsman – Primary (as described in RFP, Section 4.2, “Customer Service Ombudsman”) 2Customer Service Ombudsman – Backup The Proposer must describe the experience for each of the key staff listed above including: Years of experience in a similar capacity with other large government and/or large corporate banking/lockbox contracts (list each customer and the corresponding years of experience) The percentage of the position that will be designated to support the State’s services (i.e. 50%, 100%). For each of the key staff listed above, the Proposer must provide at least one example where they provided good customer service to a large government or large corporate customer. The following represents a sample table using fictitious information as data populating the table. Use the following table format, deleting the fictitious information: Name/ Certification(s) Position Jane Doe, CCM John Doe, CCM Customer Service Ombudsman - Primary Customer Service Ombudsman - Backup 26.5 % of the position designated to support the State’s services X% X% Number of years’ experience in the same capacity for other banking/lockbox contracts 5 2 Responding to Service Problems Proposer must describe its procedures for receiving and responding to reports of service problems from the State during and outside of normal business hours. Include procedures for receiving, classifying, escalating, distributing and responding to problems reported through a customer service call center or similar facility. Include any implemented standards for responding to issues within a certain timeframe. Tuesday, October 29, 2013 48 26.6 Third-Party Processors Proposers must describe the role of any third-party processor or other vendor to be used by the Proposer in providing the services listed within this RFP. Include the name of the vendor, the service(s) they will provide, and the number of years they have provided the service(s) to the Proposer. 26.7 Integration of Banking Systems with PeopleSoft The State plans to implement PeopleSoft’s Financials and Supply Chain Management (FSCM) 9.2 in late 2015, and anticipates that it will utilize the Treasury/Cash Module. The Proposer should describe in detail, how it assisted three government clients in maximizing cash management efficiency between the Proposer’s systems and PeopleSoft. The Proposer must include the following elements within their response: 26.8 The name of each government client; The time period that the Proposer worked with the government client. The version of PeopleSoft FSCM the client utilized, and whether the client utilized the Treasury/Cash module. Specific system features, functions, data files, etc. provided by the bank’s systems, and how they worked with the PeopleSoft system to provide greater cash management efficiency, and to save costs. Transition Plan THIS QUESTION IS NOT SCORED but will be utilized in the event of a transition. The State expects the Proposer to take a lead role in transitioning existing State Agency banking services to their systems. The Proposer must provide the following information within a Transition Plan: An outline of the strategic approach to the transition activities, including the sequence that the services should be transitioned in order to maximize efficiency. A detailed description of the recommended implementation process, including testing and a draft implementation schedule. The organizational structure of the Proposer’s transition team as well as the desired management and staff from the state agencies. The operational tasks, including key deadlines and timelines of critical transition activities. The plan must describe any other key aspects of a successful transition that the Proposer is either requiring or recommending as part of the Proposal. 27.0 DEPOSITORY AND CHECK PRESENTMENT REQUIREMENTS Automated recording of cash receipts within the State’s accounting system Current Process In order to automate the recording of receipts into the State’s accounting system, the following process is currently utilized: The State establishes a new bank account for the new lockbox (i.e. paper lockbox, electronic lockbox, other); Deposits are made to the new bank account; The bank account number and daily deposit amount are received within the daily BAI electronic file from the Enterprise Bank; The bank account number is used to infer an accounting string from an in-house database application; A cash receipt document is created and uploaded to the State’s accounting system. This process ensures that the State’s accounting system is systemically and automatically in agreement with the deposits received at the enterprise bank. Alternative, Innovative Approaches The State is interested in alternative processes that will still allow for the automated posting of deposit accounting transactions within the State’s accounting system, but does not require that a separate bank account be established for each distinct application. The State must continue to receive a data file each day that can be used to create the accounting transactions that Tuesday, October 29, 2013 49 are in agreement with bank deposits. Additionally, the process must allow the State to restrict by user, the viewing of deposit information by individual deposit application within the Proposer’s online information system. 27.1 Deposit Processing Proposers must describe how state deposits will be processed once they are received. This description should include: 27.2 The various methods used to clear deposited checks, including any related cut-off times. A clear description of when in the process availability is assigned (i.e. continuously as checks are released for collection or at specific times during the day). Availability Schedule Proposers shall provide their availability for all endpoints. The availability listed shall not be changed without approval of the Contract Administrator. The availability shall be provided in two sections: 27.2.1 Certain ABA Institutions The Proposer shall provide the following availability code assuming that a deposit (in the amount indicated) that is ready to be processed is received at 12:30 p.m.: 0 means “Availability on the same ledger day as the deposit” 1 means “Availability on the first ledger day after the deposit” 2 means “Availability on the second ledger day after the deposit” 3 means “Availability on the third ledger day after the deposit date” 4 means “Availability on the fourth ledger day after the deposit date” The availability code listed by the Proposer and the deposit amount indicated on Attachment C, “Availability Worksheet” shall be used to determine the Proposer’s overall availability score. 27.2.2 All Other Endpoints The Proposer shall provide the following availability code on Attachment C, “Availability Worksheet” for all other Federal Reserve Routing Symbols not listed in Section 1assuming that a deposit that is ready to be processed is received at 12:30 p.m.: 0 means “Availability on the same ledger day as the deposit” 1 means “Availability on the first ledger day after the deposit” 2 means “Availability on the second ledger day after the deposit” 3 means “Availability on the third ledger day after the deposit date” 4 means “Availability on the fourth ledger day after the deposit date” 27.3 Error Tracking Proposer must describe the various processing error rates which are tracked and used to measure processing accuracy. Provide a description of each rate and any minimum performance standards. Also, the Proposer must describe how the rates are measured and tracked, and how the Proposer follows up on any sub-standard rates. 27.4 Account Adjustments Proposers must describe how inquiries requiring research and account adjustments will be handled including any established turn-around times. Proposers must also describe the system used to track and resolve potential account adjustments. Tuesday, October 29, 2013 50 27.5 Foreign Exchange Services The Proposer must describe its ability to provide immediate ledger credit for the following items delivered for deposit to the Proposer’s primary depository location using a deposit ticket: Checks drawn on a Canadian bank in either Canadian Dollars or U.S. Dollars. Checks drawn on a European bank whose currency is now the Euro that are issued in the Euro. Checks drawn on a bank located in one of the countries listed below if issued in the currency listed: Country Australia, Christmas Island, Coco (Keeling) Islands, Heard and McDonald Islands, Kiribati, Nauru, Norfolk Island, Tavalu Austria Brazil Belgium Bhutan Bouvet Island Czech Republic China Cook Islands Denmark England Faroe Islands Finland France (Note: Checks from France must have the city of issue written on the check) Germany Greece Greenland Guernsey, C.I. Hong Kong Hungary India Isle of Man Israel Italy Ireland Japan Jersey, C.I. Lesotho Liechtenstein Luxembourg Mexico Morocco The Netherlands Namibia New Zealand Niue Norway Philippines Pitcairn Poland Portugal Saudi Arabia Scotland Singapore Tuesday, October 29, 2013 51 Currency Australian Dollar Euro Centavos Euro Indian Rupee Norwegian Krone Czech Koruna Yuan New Zealand Dollar Danish Krone British Pound Danish Krone Euro Euro Euro Euro Danish Krone Pounds Sterling Hong Kong Dollar Forint Indian Rupee Pounds Sterling Israeli Shekel Euro Euro Japanese Yen Pounds Sterling Rand Swiss Franc Euro Peso Moroccan Dirham Euro Rand New Zealand Dollar New Zealand Dollar Norwegian Krone Philippine Peso New Zealand Dollar Zloty Euro Saudi Riyal British Pound Singapore Dollar South Africa South Korea Spain Svalbard and Jan Mayen Islands Sweden Switzerland Thailand Tokelau Turkey United Kingdom Vietnam Rand Won Euro Norwegian Krone Swedish Krona Swiss Franc Thai Baht New Zealand Dollar Turkish Lira Pounds Sterling Dong Checks issued in U.S. Dollars drawn on a foreign bank's U.S. correspondent bank should be considered domestic items. The Proposer shall describe its capability to produce drafts in foreign currency upon request. Include the standard timing for completing these requests. The Proposer shall describe its capability for wiring money in foreign currencies including the daily cut-off time for submission by the State The Proposer shall describe its ability to establish bank accounts in foreign countries. 27.6 Images of Checks Deposited and Checks Returned The Proposer shall describe how many business days after the deposit it will take before the deposited check images will be available for online viewing and how long the images will be available online. The Proposer shall also describe the ability to provide online images of returned checks, including how many days after the return it will take before the image is available for online viewing, and how long the images will be available online. 27.7 Returned Check Processing The Proposer shall describe their ability to forward checks under $1,000 for a second collection. The Proposer shall describe their ability to segregate returned items based on the deposit account, and to segregate returned items for different Agencies within the same deposit account based on the endorsement. The Proposer shall describe the returned check report(s) that will be provided to the State. The Proposer shall describe any alternative/innovative approaches for managing returned checks. 27.8 Deposit Adjustments The Proposer shall describe their ability to notify the State Controller’s Office of any deposit overages or shortages that exceeds $10.00, and the information that will be provided in such notifications. 27.9 Internal Controls for Establishing or Changing Accounts and Services The Proposer shall describe their process for ensuring that only the individuals authorized by the State may request new accounts and services, make changes to existing accounts and services, or conduct transactions for the State’s accounts. As part of the internal controls, the State will provide the Contractor with the names and contact information for two individuals who shall be authorized to establish new accounts and services, and approve changes to existing accounts and services. In addition, the State will provide to the Contractor a list of authorized account signers for each account. Tuesday, October 29, 2013 52 28.0 LOCKBOX REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 28.1 Transportation of Mail from U.S. Post Office to Lockbox Processing Site Some of the lockbox remittance forms mailed by the State’s Payers contain personally identifiable information (Payer name and: social security number; bank account number; or credit/debit card number). The Proposer must describe how the mail will be securely transported from the Lockbox Mail U.S. Post Office Location, to the Lockbox Processing Site. The Proposer must list the address of the lockbox processing site. 28.2 Mail Processing The Proposer must indicate the number of mail pick-ups each day and the time of each pick-up. The Proposer must describe how mail is received at the lockbox site and transferred to the lockbox processing department. Each delivery phase and the associated time delays must be indicated. The Proposer must describe the mail sorting operation, including manual and automated handling, ability to read bar codes, and peak volumes handled. 28.3 Lockbox Processing – General Proposers must list the brand, model and quantity of machines currently in use at the lockbox processing site (as listed in Section 15.1, “Transportation of Mail from U.S. Post Office to Lockbox Processing Site”) which are used in the following lockbox processes: High-speed presorting; High-speed extraction; Low-speed extraction; and Image capture/Courtesy Amount Recognition. Proposers must describe: 28.4 How lockbox items are deposited throughout the day. Include cut-off times, and any special deposit procedures that are used to accelerate funds availability. Any priority handling larger dollar items. Their certified mail handling. Wholesale Lockbox Processing Proposers must describe how wholesale lockbox checks and remittance documents are handled and processed from the time they are delivered to the processing location through the time that the exception items are returned to the State Agency. 28.5 Retail Lockbox Processing Proposers must describe how retail lockbox checks and remittance documents are handled and processed from the time they are delivered to the processing location through the time that an exception items are returned to the State Agency. 28.6 Performance Monitoring Proposers must list and describe the key performance measures currently tracked for lockbox processing. Tuesday, October 29, 2013 53 Proposers must describe their process for responding to reports of performance problems such as keying or sorting errors. 28.7 Lockbox Imaging The Proposer must describe their ability to provide images of the front and back of the remittance document along with the check in an electronic format (i.e. Internet or CD ROMs). The Proposer must also describe its ability to electronically decision exception items. The Proposer must also provide any innovative ideas to eliminate or expedite the processing of lockbox exceptions for the Department of Transportation. The Department receives a large number of payments that are originated though bank bill paying services that do not contain the remittance coupon or any identifying information to link to the product. 28.8 Recommendations to Increase Efficiently and Reduce Costs The Proposer must review the lockbox volumes and instructions in Appendix B, and the lockbox remittance documents in Appendices C1 and C2. The Proposer must describe how the State could increase efficiency and reduce costs by improving lockbox forms, streamlining processes, etc. 29.0 INFORMATION REPORTING REQUIREMENTS This section is scored unless indicated otherwise. Be specific when answering the following questions. Answer each question thoroughly, even if repeating information already presented in another question. 29.1 System Functionality and Ease of Use 29.1.A The Proposer must provide an online banking system. Describe the features of this system including: Hours of access. The time that previous day information will be available to the State each business morning. The ability to initiate ACH and wires via the Internet. A description of inquiry capabilities. A description of any automated notifications. A description of the security access system including the establishment of access rights/roles for users. Include any ability to require dual approval for system administration, and wire transfers. The ability to use tokens or dongles. The use of IP verification for system login. Other bank services available through the system. 29.1.B. The Proposer must provide access to an online demonstration banking system (or screen images if an online demonstration system is not available) that shows the following functionality as well as examples of balance, transaction, stop payment and other available reports: The assignment of access rights to system users. How an individual account can be searched for within the system. Ad-hoc querying of transactions within an account. Entering an individual wire transfer. Setting-up a repetitive wire transfer. Retrieval of deposit images. Establishing system messaging for individual users. Any other significant functionality. . Tuesday, October 29, 2013 54 29.2 System Availability The Proposer must list the total number and total duration of any outages (planned and unplanned) of the online banking system between the hours of 6:30 am and 4:30 pm, Monday – Friday during the period July 1, 2012 – June 30, 2013. 29.3 Electronic File for Monthly Account Analysis The Proposer must describe the type of electronic file(s) that it is able to provide for the monthly account analysis statement. 30.0 FEE PROPOSAL The Fee Proposal will be scored. 30.1 General Instructions The proposal will be scored using a standard quantitative calculation where the most points will be awarded to the proposal with the lowest cost. The Proposer shall use only Attachment A, Sections 1 and Section 2 for the Fee Proposal. The Proposer may not add additional worksheets to the Fee Proposal. The Fee Proposal shall include all the fees entitled during the life of the Contract. Fees proposed shall remain fixed for the life of the Contract unless amended with the agreement of the State Bureau of Procurement. Fees will not be adjusted for inflation or other financial indices. The State will not pay for the additional costs of the Contractor’s travel expenses. In Attachment A, Section 1 Column D, enter the Proposer Fee Name if it is different than Section 1 Column C Bank Fee name listed. In Attachment A, Section 1 Column F, enter the unit fee unless otherwise indicated as a monthly or annual fee. If the fee is $0 or "no charge", enter 0. The State reserves the right to clarify any pricing discrepancies related to Attachment A, Sections 1 or 2. The Fee Proposal shall be submitted in a separate envelope with the written proposal. See Section 2.4, “Submitting the Fee Proposal” for submitting the Fee Proposal. Failure to follow RFP instructions may be the basis for rejecting a proposal response. 30.2 Fixed Price Period All prices, costs, and conditions outlined in the proposal shall remain fixed and valid for acceptance for 240 calendar days starting on the due date for proposals. 30.3 State Tax Exemption The State is exempt from payment of Wisconsin Sales and Use Tax on all purchases, and shall not be liable for any such taxes owed in connection with any Contractor purchases made pursuant to this Contract. 31.0 TERMS AND CONDITIONS The State of Wisconsin reserves the right to incorporate standard State Contract provisions into any Contract negotiated with any proposal submitted responding to this RFP. Failure of the successful Proposer to accept these obligations in a contractual agreement may result in cancellation of the award. These terms and conditions shall govern this proposal and subsequent award. Proposers must accept these terms and conditions or submit point-by-point exceptions along with proposed alternative or additional language for each exception. Submission of any standard vendor contracts as a substitute for language in the terms and conditions is not a sufficient response to this requirement and may result in rejection of the proposal. An objection to terms without including Tuesday, October 29, 2013 55 proposed alternative language will be deemed to be an acceptance of the language as applicable. The State reserves the right to negotiate contractual terms and conditions other than those in the State of Wisconsin Contract when it is in the best interest of the State to do so. If the Proposer cannot agree to a term or condition as written, the Proposer must make its specific required revision to the existing language by striking out words or inserting required language to the text of the provision. Any new text and deletions of original text must be clearly reflected through the use of Microsoft Word’s “Track Changes” function. Proposers shall avoid complete deletion and substitution of entire provisions, unless the deleted provision is rejected in its entirety and substituted with substantively changed provisions. 31.1 Payment Terms and Invoicing 31.1.1 Subcontractor invoices must be available to the Agency upon request. 31.1.2 Failure to provide acceptable product or service which does not meet quality standards by deviating from Agency approvals and/or failure to comply with the State’s business needs may be cause for the Agency to refuse to pay for the services approved on the purchase Authorization. In the event the product or service failed to meet the business need, the contactor may also be required to provide acceptable product or service at its own cost. 31.1.3 A good faith dispute creates an exception to prompt payment. 31.2 Applicable Law and Venue This Contract shall be governed under the laws of the State of Wisconsin. In legal action brought under this Contract, venue shall lie in Madison, Dane County, Wisconsin. The applicable provisions of the Uniform Commercial Code (UCC) shall govern the resulting Contract. The Contractor shall at all times comply with and observe all federal and state laws, local laws, ordinances, and regulations which are in effect during the period of this Contract and which in any manner affect the work or its conduct. The State of Wisconsin reserves the right to cancel this Contract if the Contractor fails to follow the requirements of s. 77.66, Wis. Stats., and related statutes regarding certification for collection of sales and use tax. The State of Wisconsin also reserves the right to cancel this Contract with any federally debarred Contractor or a Contractor that is presently identified on the list of parties excluded from federal procurement and non-procurement Contracts. 31.3 Assignment of Contract The Contractor shall provide written notice to the State before assigning this Contract to another party. The State reserves the right to withhold approval of any such assignment. The terms and conditions of this Contract as well as any rights, obligations and liabilities associated with such shall survive any and all assignments, mergers, or acquisitions by a third party until cancelled in writing by both parties. 31.4 Provision of Services The Contractor shall provide the Services with all due skill, care, and diligence, in accordance with accepted industry practices and legal requirements, and to the State’s satisfaction; the State’s decision in that regard shall be final and conclusive. The State may inspect, observe and examine the performance of the Services performed on the State’s premises at any time. The State may inspect, observe and examine the performance of Contractor’s Services at reasonable times, without notice, at any other premises. 31.5 Performance Work under the resulting Contract shall be performed in a timely, professional and diligent matter by qualified and efficient personnel, and in conformity with the strictest quality standard mandated or recommended by all generallyrecognized organizations establishing quality standards for the work of the type to be performed hereunder. The Contractor shall be solely responsible for controlling the manner and means by which it and its Contracted Personnel or its subcontractors perform the Services, and the Contractor shall observe, abide by, and perform all of its obligations in accordance with all legal requirements and State or Agency work rules. Without limiting the foregoing, the Contractor shall control the manner and means of the Services so as to perform the Tuesday, October 29, 2013 56 work in a reasonably safe manner and comply fully with all applicable codes, regulations and requirements imposed or enforced by any government agencies, including all applicable requirements of the Occupational Safety and Health Administration (OHSA) and all safety codes and procedures mandated or recommended by insurance underwriting organizations and all generally recognized organizations establishing safety standards, including without limitation the National Fire Protection Association, for work of the type to be performed hereunder. Notwithstanding the foregoing, any stricter standard provided in plans, specifications or other documents incorporated as part of the Contract shall govern. 31.6 Antitrust Assignment By entering into a Contract, the Contractor conveys, sells, assigns and transfers to the State all rights, title and interest in and to all causes of action, claims and demands of whatever nature it may now have or hereafter acquire under the antitrust laws of the United States and the State, relating to the particular Goods or Services purchased or acquired by the State under the resulting Contract. 31.7 Liquidated Damages Both parties acknowledge that it can be difficult to ascertain actual damages when a Contractor fails to carry out the responsibilities of the Contract. Because of that, the Contractor acknowledges that for the Contract resulting from this Proposal, it will negotiate liquidated damages, as required by the State, for the Contract. The Contractor agrees that the Agency shall have the right to liquidate such damages, through deduction from the Contractor’s invoices, in the amount equal to the damages incurred, or by direct billing to the Contractor. The Department or Agency shall notify the Contractor in writing of any claim for liquidating damages pursuant to this section within thirty (30) days after the Contractor’s failure to perform in accordance with the terms and conditions of this agreement. 31.8 Insurance General Requirements Contractor warrants that it will maintain sufficient insurance coverage to enable it to meet its obligations created by this Agreement and by law. Without limiting the foregoing, Contractor will maintain (and shall cause each of its agents, independent Contractors and subcontractors performing any services hereunder to maintain) at its sole cost and expense the insurance covering its obligations under this Agreement. 31.9 Insurance Coverage and Limits Contractor must provide proof of insurance annually prior to providing service. For identification purposes, the certificate should include “Wisconsin Enterprise Banking Services.” The required insurance must include the following coverage and minimum limits: 31.9.1 Professional Liability Insurance, including Network Security and Privacy Liability with a combined single limit of not less than Ten Million Dollars (10,000,000) per occurrence. Such insurance shall cover any and all errors, omissions or negligent acts in the delivery of products and services under the Contract. Such errors and omissions insurance shall include coverage for claims and losses with respect to network risks (such as data breaches, unauthorized access/use, ID theft, invasion of privacy, damage/loss/theft of data, degradation, downtime, etc.), and intellectual property infringement, such as copyrights, trademarks, service marks and trade dress. The Professional Liability Insurance retroactive coverage date shall be no later than the effective date. Contractor shall maintain an extended reporting period providing that claims first made and reported to the insurance company within two (2) years after termination of the Agreement will be deemed to have been made during the policy period. The policy shall extend vicarious liability coverage to the state. 31.9.2 Contractor shall carry a Financial Institution Bond including computer crime/wire transfer coverage not less than Ten Million Dollars ($10,000,000) per occurrence. The State should be named as a Joint Loss Payee for any loss that occurs in which the State has a financial interest. 31.9.3 Contractor shall ensure that: (a) the insurance policies listed above contain a waiver of subrogation against the State of Wisconsin, its officers, employees and agents. (b) all policies contain a provision requiring at least thirty (30) days' prior written notice to the Tuesday, October 29, 2013 57 Contracting bank of any cancellation, modification or non-renewal. Within thirty (30) days following the Effective Date, and upon the renewal date of each policy, Contractor will furnish to the State a certificate of insurance and such other documentation relating to such policies as the State may reasonably request. In the event that the State reasonably determines the coverage obtained by Contractor to be less than that required to meet Vendor's obligations created by this Agreement, then Contractor agrees that it shall promptly acquire such coverage and notify the State in writing that such coverage has been acquired. All insurance must be issued by one or more insurance carriers with Best's rated A- or better. Contractor’s insurance will be deemed primary with respect to all obligations assumed by Contractor under the Contract. 31.9.4 Standard Insurance Limits The limits must be sufficient to cover all of the employees engaged in the work. The state reserves the right to require higher or lower limits where warranted. Workers Compensation (WC): Each Accident Disease - Policy Limit Disease - Each Employee Statutory Limits $100,000 $500,000 $100,000 Commercial General Liability (CGL): General Aggregate including Products and Completed Operations Each Occurrence Automobile Liability: Combined Single Limit Including Owned, non-owned, and hired vehicles $1,000,000 $1,000,000 $1,000,000 31.9.5 Subcontractors’/lease insurance If any work under this Contract is subcontracted or otherwise performed by anyone other than the Contractor or performed with equipment subcontracted or leased by the Contractor, the Contractor must provide evidence that the specified liability insurance for any persons and/or equipment so subcontracted or leased is provided for under a policy(s) maintained by the subcontractor. 31.9.6 The insurance listed above shall meet the following additional requirements: Any deductible or self-insured retention amount under the policies shall be the sole responsibility of the Contractor. This insurance may be in policy or policies of insurance, preliminary and excess, including the umbrella/excess (as applicable) and must be placed with insurers rated “A -“ or better by A.M. Best. All policies must be placed with companies authorized to do business in the State of Wisconsin. The duty to defend, indemnify and hold harmless the State under this Contract shall not be limited by the insurance required in this agreement. The State, its officers, employees and agents shall be endorsed on the commercial general liability policy, including any excess policies (to the extent applicable), as additional insured. 31.9.7 The insurance required herein, through self-insurance, a policy or endorsement, shall include the following: A “waiver of subrogation” clause waiving any right to recover the insurance company may have against the State; The Contracting bank has the responsibility to notify the State within 3-day notice of any notice of cancellation or non-renewal, including modifications; A provision that the policy and endorsements may not be cancelled or modified without thirty (30) days prior written notice to the State of Wisconsin; and A provision that Contractors’ insurance coverage shall be primary and non-contributory as respects any insurance, self-insurance or self –retention maintained by the State. Tuesday, October 29, 2013 58 31.10 State Employees The Contractor may not Contract with or employ a State employee or an individual retained as a full-time or by the State during the term of this Contract. 31.11 Hold Harmless 31.11.1 The Contractor shall indemnify and hold harmless the State of Wisconsin, the Department of Administration and all of its officers, agents and employees from all suits, actions or claims of any character brought for or on account of any injuries or damages received by any persons or property resulting from the operations of the Contractor, or of any of its Contractors, in performing work under this Contract. The Contractors agrees that all subcontractors shall be agents of the Contractor and the Contractor agrees to hold the Department harmless hereunder for any loss or damage of any kind occasioned by the acts or omissions of the Contractor’s subcontractors, their agents or employees. 31.11.2 The Contractor agrees to defend, indemnify and hold the Department harmless from and against any and all claims, demands or liability (including without limitation, reasonable attorney fees) arising by reason of Contractor’s material breach of the covenants, representations or warranties made by Contractor hereunder, or by reason of any claim by third parties that information submitted by Contractor is defamatory or slanderous or is owned as proprietary or protectable property of such third party. 31.11.3 Contractor expressly agrees to indemnify, defend and hold the State of Wisconsin, the Department and its Board, officers, directors, employees and agents harmless from any and all third party claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever resulting from, arising out of or relating to any claims that the proposed software solution offered by Contractor hereunder or the use thereof infringe any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other proprietary right (collectively, “Intellectual Property Rights”) of any third party. If Contractor believes at any time that the software supplied by Contractor infringes a third party’s Intellectual Property Rights, Contractor may, upon receipt of the Department’s prior written consent, which the Department shall not unreasonably withhold, (a) replace an infringing item with a noninfringing item that meets or exceeds the performance and functionality of the replaced item; or (b) obtain for the Department the right to continue to use the infringing item; or (c) modify the infringing item to be non-infringing, provided that, following any replacement or modification made pursuant to the foregoing, the software continues to function in material conformance with the specifications set forth herein. Contractor’s failure or inability to accomplish any of the foregoing shall be deemed a material breach, and the Department may pursue any rights and remedies available to it hereunder, including termination. 31.12 Prime Contractor and Subcontractors 31.12.1 The Contractor shall be solely responsible for its actions and those of its agents, employees or Subcontractors under the Contract. 31.12.2 The prime Contractor will be responsible for Contract performance when subcontractors are used. However; when subcontractors are used, they must abide by all terms and conditions of the Contract. 31.12.3 The Contractor is the sole point of contact with regard to contractual matters, including the performance of services and the payment of any and all charges resulting from contractual obligations. 31.12.4 The Contractor may, with prior written approval and permission from the Department, enter into subcontracting, sublet or assign all or part of the work with third parties for its performance of any part of Contactor’s duties and obligations, provided that, in no event shall the existence of the subcontract operate to release or reduce the liability of the Contractor to the Department for any breach in the performance of the Contractor’s duties. 31.12.5 The Department shall have sole discretion to approve or reject any such Subcontractor. 31.12.6 The Contractor shall notify the Contract Manager in the event it intends to change the intermediaries, subcontractor, or payment systems used in providing the services. The Contractor and the State shall determine a mutually acceptable lead time that is sufficient for the State to complete any work necessary to implement the change. 31.12.7 Neither the Contractor nor any of the foregoing parties has the authority to act or speak on behalf of the State. Tuesday, October 29, 2013 59 31.12.8 Independent Contractor and Apparent Agency: The Contractor shall take no action, or make any omission, that may imply, or cause others reasonable to infer, that the Contractor is acting as the State’s agent in any matter or in any way not expressly authorized by this Contract. 31.13 Contracted Personnel Changes 31.13.1 The State reserves the right to approve all individuals assigned to this project. 31.13.2 The Contractor agrees to use its best effort to minimize personnel changes during the Contract period. The Contractor shall not remove, replace, or change the assigned duties of any of its Key Personnel without a 30-day written notice and justification to the State. 31.13.3 The notice and justification must include identification of proposed substitute key personnel and must provide sufficient detail to permit evaluation of the impact of the change on the project and/or maintenance. 31.13.4 The State maintains the right to approve or reject the proposed personnel change. An unauthorized change by the Contractor of any Contracted Personnel designated as Key Personnel will result in the imposition of liquidated damages, as defined in the negotiated Contract between the State and the selected Proposer. 31.13.5 The State shall not be held responsible for payments or purchase orders delayed due to the Contractor’s failure to provide such notice. 31.14 Notice 31.14.1 Each Party shall keep the other Party apprised of changes to Contract Managers, email addresses and street and city address of the Party. Either Party may give written notice to the other Party in accordance with the terms of this Section. Any notice required or permitted to be given hereunder shall be deemed to have been given on the date of delivery or three (3) Business Days after mailing by postal service, certified or registered mail-receipt requested. In the event the Contractor moves or updates contact information, the Contractor shall inform the State of such changes in writing within ten (10) Business Days. The State shall not be held responsible for a delay in the payment of Fees due to the Contractor’s failure to provide such notice. To State of Wisconsin: To the Contractor: Contract Manager: Telephone: (608) Telephone: FAX: (608) FAX: Email: Email: 31.14.2 Contractor shall notify the State’s Contract Manager and Administrator with as much advance notification as is legally possible regarding acquisitions, mergers or centralization efforts that could affect the Contract(s). The State reserves the option to negotiate and implement benefits of an acquisition, merger or centralization effort that may be in the best interest of the State. Tuesday, October 29, 2013 60 31.15 Executed Contract to Constitute Entire Agreement In the event of Contract award, the contents of this RFP (including all attachments), RFP addenda and revisions, and the proposal of the successful Proposer, and additional terms agreed to, in writing, by the Department and the Contractor shall become part of the Contract. Failure of the successful Proposer to accept these as a contractual agreement may result in a cancellation of award. There are no warranties, representations, or agreements among the parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein. The Contract may be amended within the Contract period by mutual consent of the parties. No modification or amendment to the Contract shall become valid unless in writing and signed by both parties. All correspondence regarding modifications or amendments to the Contract must be forwarded to the Department for prior review and approval. 31.16 Contract Dispute Resolution 31.16.1 In the event of any dispute or disagreement between the parties under this Contract, whether with respect to the interpretation of any provision of this Contract, or with respect to the performance of either party hereto, except for break of Contractor’s intellectual property rights, each party shall appoint a representative to meet for the purpose of endeavoring to resolve such dispute or negotiate for and adjustment to such provision. 31.16.2 No legal action of any kind, except for the seeing of equitable relief in the case of the public’s health, safety or welfare, may begin in regard to the dispute until this dispute resolution procedure has been elevated to the Contractor’s highest executive authority and the equivalent executive authority within the State, and either of the representatives in good faith concludes, after a good faith attempt to resolve the dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. 31.17 Progressive Contract Administration Actions The Proposer acknowledges that harm will be incurred by the State due to the Contractor’s failure to meet performance specifications established in this RFP. In general, the State will follow a progressive Contract administration model for the purposes of managing Contract performance. It is the State’s intent to work in partnership with the Proposer to resolve all quality issues. However, the State will not accept service performance below the standards established in this RFP and the resulting Contract. 31.17.1 Notice of Default and Right To Cure. For failure of the Contractor to comply with the Terms and Conditions of the Contract, the State shall give written notice to the Contractor that states the reasons for Default, provide for failure, provide corrective action(s) with due dates that comply with this Contract’s right to cure clause, the consequences and possible termination of this Contract by the State if the Default is not cured within the cure period. The Contractor shall have the right to cure for the specified period of time stated in the notice after receipt of the notice to cure the Default. If the Contractor fails to cure the Default within the time period specified in the notice, the State may exercise any remedies granted under this Contract. 31.17.2 If the Contractor fails to remedy any delay or other problem in its performance of this Contract after receiving reasonable notice from the State to do so, the Contractor shall reimburse the State for all reasonable costs incurred as a direct consequence of the Contractor’s delay, action, or inaction. In case of failure to deliver the Application or Licensed Services in accordance with this Contract, the State, upon written notice to the Contractor, may procure such Goods or Services from other sources as necessary, and the Contractor shall be responsible for the additional cost, including purchase price and administrative fees. This remedy shall be in addition to any other legal remedies available to the State. 31.17.3 Unless otherwise specified, progressive Contract administration actions shall be as follows: First Incident: Written notification of performance deficiency. Second Incident: Request for corrective action plan. Third Incident: Service Level Agreement. Tuesday, October 29, 2013 61 31.17.4 When the Contractor fails to meet any service requirement, the State shall be entitled to reimbursement of 1) additional administrative costs incurred up to $5,000 per instance and; 2) the amount of lost earnings credits caused by delayed deposits. 31.17.5 If the progressive Contract administration model does not result in satisfactory Contract performance, the State reserves the right to terminate the Contract. 31.18 Breach Not Waiver A failure to exercise or a delay in exercising any right, power or remedy hereunder on the part of the either party shall not operate as a waiver thereof. No express waiver shall affect any event or default other than the event or default specified in such waiver, and any such waiver shall be in writing. A waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. The making of any payment to the Contractor under this Contract shall not constitute a waiver of default, evidence of proper Contractor performance, or acceptance of any defective item or work furnished by the Contractor. 31.19 Severability If any provision of this Contract is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the Contract shall remain valid and in full force and effect. The invalid provision shall be replaced by a valid provision that comes closest in intent to the invalid provision. 31.20 Waiver of Sovereign Immunity Nothing in this Contract shall be construed to constitute a waiver of the State’s sovereign immunity. 31.21 Termination of Contract If, in the opinion of the Department, the agreed upon work cannot be reasonably completed in the allotted time the remaining personnel and equipment, the Contract may be dismissed and a substitute brought in to complete the project. 31.21.1 The Department may terminate the Contract immediate in the event that: The Contractor is in material breach of the Contract, including representations, warranties, covenants or otherwise or has failed to perform the services in accordance with the terms of the Contract, and such breach or failure remains uncured for more than 30 calendar days after the Department has given written notice thereof to the Contractor; The Contractor commences a voluntary case or other proceeding seeking rehabilitation, liquidation, reorganization or other relief with respect to itself or its debts under any rehabilitation, bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, rehabilitator, receiver, liquidator, custodian or other similar official of its or substantially all of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, if it is not dismissed or stayed for a period of 60 days, or shall make general assignment for the benefit of creditors, or file an answer admitting the material allegations of a petition filed against it in any such proceeding or failed generally to pay its debts as they become due, or shall take any corporate action to authorize any of the foregoing. 31.21.2 Termination for Cause The State may terminate the Contract for the Contractor’s default of any material term or provision of the Contract if said Default continues after the State serves with the Contractor with 180 days written notice and opportunity to cure the Default. The Contractor may terminate the Contract for the State’s default of any material term or provision of the Contract if said Default continues after the Contractor serves the State with 2 years written notice and opportunity to cure the Default. The State may terminate this Agreement, without providing an opportunity to cure, if the Contractor: Fails to follow the sales and use tax certification requirements of s. 77.66, Wis. Stats.; Incurs a delinquent Wisconsin tax liability; Tuesday, October 29, 2013 62 Fails to follow the non-discrimination or affirmative action requirements of subch. II, Chapter 111 of the Wisconsin Statutes (Wisconsin’s Fair Employment Law); Is or becomes a federally debarred Contractor; Is presently identified on the list of parties excluded from Federal or State procurement and nonprocurement Contracts; Becomes a State or federally debarred Contractor, or becomes excluded from State or federal Contracts; Fails to maintain and keep in force all required insurance, permits or licenses as provided in this Contract; Fails to maintain the confidentiality of the State’s information that is considered to be Confidential Information, proprietary, or containing Personally Identifiable Information; Files a petition in bankruptcy, becomes insolvent, or otherwise takes action to dissolve as a legal entity; If at any time the Contractor’s performance threatens the health or safety of a State employee, citizen, or customer; or The Contractor’s bank holding company must have a Rank of financial Ratios of 165 or higher (excellent) as published in the IDC Bank Financial Quarterly. The Contractor must maintain a score of 165 or higher throughout the Contract term. If the Contractor’s score drops below 165, it must provide a report to the State explaining the reason for decrease, and plans for improving their financial condition. In the event the Contractor’s financial condition does not improve for two or more consecutive quarters, the State reserves the right to take action to seek another Provider. In the event of a Termination for Cause, by the State, the State shall be liable for payments, less holdbacks, for any Work Accepted by the State prior to the date of Termination. If the Contractor has a delinquent Wisconsin tax liability the State, at its discretion, may either cancel the Contract as provided herein, or offset any contractual payments owed to the Contractor by the State. 31.21.3 Termination for Convenience Either party may terminate the resulting Contract at any time, without cause, by providing a written notice to the other party at least 180 days in advance of the intended date of Termination. Contractor shall, in the event of such Termination, be entitled to receive compensation for any Work or partiallycompleted Work Accepted by the State and the State shall pay directly or reimburse Contractor for all commitments with third parties that Contractor has entered on behalf of the State and with the State’s consent. In the event that either the Contractor or the State terminates the resulting Contract for any reasons whatsoever, the Contractor will refund to the Division, within 14 days of said termination, all payments made hereunder by the State to the Contractor for work not completed or costs not incurred. 31.21.4 Transitional Services Upon Termination for any reason, the Contractor shall provide (at State’s expense and at current Contract rates) reasonable cooperation, assistance and Services to the State or State Contractor in order to facilitate the orderly transition and migration of the Work hereunder to the State or its Contractor selected for the transition. Contractor shall assist with the orderly transition to a new Contractor such that the level and quality of services provided are not degraded. In the event that the State enters into a Contract with another Contractor for the provision of additional services, the Contractor shall ensure that Contracted Personnel fully cooperate with such other Contractor. Contracted Personnel shall not commit any act that interferes with the performance of services by any other Contractor or by the State. 31.21.5 Non-Appropriation of Funds The State may terminate, without penalty, if the Legislature fails to appropriate the funds necessary to complete the Contract. 31.21.6 Other Remedies Termination by either party in accordance with the provisions of this Section (“Termination of Contract”) shall be without prejudice to any other remedies that such party may have in law or equity. Tuesday, October 29, 2013 63 Default and Remedy. If the Contractor fails to remedy any delay or other problem in its performance of this Contract after receiving reasonable notice from the State to do so, the Contractor shall reimburse the State for all reasonable costs incurred as a direct consequence of the Contractor’s delay, action, or inaction. In case of failure to deliver Services in accordance with or Services from other sources as necessary, and Contractor shall be responsible for the additional cost, including purchase price and administrative fees. This remedy shall be in addition to any other legal remedies available to the State. 31.21.7 Release Upon the Expiration or Termination for any reason, each party shall be released from all obligations to the other arising after the Expiration date or Termination date, except for those that by their terms survive such Termination or Expiration. 31.22 Examination of Records The State shall at any time during normal business hours, upon reasonable notice, have access to and the right to examine, audit, excerpt, transcribe, and copy, on Contractor's premises, any directly pertinent records and computer data storage media of Contractor involving transactions relating to this Contract. If the material is on computer data storage media, the Contractor shall provide copies of the data storage media or such computer printout as may be requested by the State. The Contractor, following final payment, shall retain such material for three (3) years. This provision shall also apply in the event of a cancellation or termination of this Contract. Any charges for copies of books, documents, papers, records, computer data storage media or computer printouts provided by the Contractor shall not exceed the actual cost to the Contractor. 31.23 Security Policies 31.23.1 Contractor and the State agree that their employees, while working at or visiting the premises of the other party, shall comply with all the internal rules and regulations of the other party, including security procedures, and all applicable federal, State, and local laws and regulations applicable to the location where said employees are working or visiting. 31.23.2 The performances of services under this Contract, the Contractor may have access to the personnel, premises, equipment, and other property, including data files, information, or materials (collectively referred to as “data”) belonging to the State. 31.23.3 The Contractor shall preserve the safety, security, and the integrity of the personnel, premises, equipment, data and other property of the State, in accordance with the instructions of the State. 31.23.4 The Contractor shall be responsible for damage to the State’s equipment, workplace, and its contents, or for the loss of data, when such damage or loss is caused by the Contractor, Contracted Personnel, or Subcontractors, and shall reimburse the State accordingly upon demand. 31.23.5 This remedy shall be in addition to any other remedies available to the State by law or in equity. 31.24 Confidentiality of Information 31.24.1 The Contractor shall not use confidential, proprietary or Personally Identifiable Information (all defined below as “Confidential Information”) for any purpose other than the limited purposes set forth in the Contract, and all related and necessary actions taken in fulfillment of the obligations thereunder. The Contractor shall hold all Confidential Information in confidence, and shall not disclose such Confidential Information to any persons other than those directors, officers, employees, and agents (“Representatives”) who have a business-related need to have access to such Confidential Information in furtherance of the limited purposes of this RFP and any resulting Contract and who have been apprised of, and agree to maintain, the confidential nature of such information in accordance with the terms of this RFP and any resulting Contract. Contractor shall require all such Representatives to read and sign a nondisclosure statement, and shall be responsible for the breach of such nondisclosure statement by any said Representatives. Tuesday, October 29, 2013 64 31.24.2 Contractor shall institute and maintain such security procedures as are commercially reasonable to maintain the confidentiality of the Confidential Information while in its possession or control including transportation, whether physically or electronically. 31.24.3 In connection with the performance of work hereunder, it may be necessary for Customer to disclose to Contractor certain information, which is considered to be confidential and proprietary to Customer. Contractor agrees that, for a period of two (2) years from the date of disclosure, it will maintain the confidentiality of all such information which is clearly identified as confidential at the time of first disclosure to Contractor by using the same degree of care that Contractor takes to hold in confidence its own proprietary information of a similar nature. Contractor shall not, however, be required to keep confidential any information which is or becomes publicly available without fault on the part of Contractor, is already in Contractor’s possession prior to receipt from Customer, is independently developed by Contractor outside the scope of the resulting Contract or is rightfully obtained from third parties. Contractor shall also require each of the employees, whom it provides to perform Services for Customer, to also agree in writing to similarly maintain the confidentiality of Customer’s information. 31.24.4 Indemnification. In the event of a breach by the Contractor, Contractor shall indemnify and hold harmless the State of Wisconsin and any of its officers, employees, or agents from any claims arising from the acts or omissions of the Contractor, and its subcontractors, employees and agents, in violation of this Section, including but not limited to costs of monitoring the credit of all persons whose Confidential Information was disclosed, disallowances or penalties from federal oversight agencies, and any court costs, expenses, and reasonable attorney fees, incurred by the State in the enforcement of this Section. 31.24.5 Equitable Relief. The Contractor acknowledges and agrees that the unauthorized use, disclosure, or loss of Confidential Information may cause immediate and irreparable injury to the individuals whose information is disclosed and to the State, which injury will not be compensable by money damages and for which there is not an adequate remedy available at law. Accordingly, the parties specifically agree that the State, on its own behalf or on behalf of the affected individuals, may seek injunctive or other equitable relief to prevent or curtail any such breach, threatened or actual, without posting security and without prejudice to such other rights as may be available under this Agreement or under applicable law. 31.25 Code of Ethics The Contractor shall not engage directly or indirectly in any financial or other transaction with any State official or employee which would violate the Wisconsin Code of Ethics for Public Officials and Employees, as set forth in Subchapter III of Chapter 19 of the Wisconsin Statutes, or Chapter ER-MRS 24 of the Wisconsin Administrative Code. The Contractor shall not offer any State officers or employees access to luxury boxes, corporate tents, special seating at sporting, concert or other entertainment events, or any other thing of value. 31.26 Nondiscrimination and Affirmative Action. The Contractor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, national origin, development disability as defined in s. 51.05(5), Wis. Stats., or sexual orientation as defined in s. 111.32(13m), Wis. Stats. This provision shall include, but is not limited to, employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Except with respect to sexual orientation, the Contractor shall take affirmative action to ensure equal employment opportunities. Unless exempted by workforce size (25 or fewer employees) or Contract amount ($25,000 or less), the Contractor must submit a written affirmative action plan to the State. The Contractor shall post the notice provided by the State, setting forth the provisions of the State’s nondiscrimination laws, in its workplace, website or conspicuous places in order that the Contractor’s employees and applicants are able to read it. Failure to comply with the conditions of this provision may result in the following consequences: Termination of this Contract; Designation of the Contractor as “ineligible” for future consideration as a responsible, qualified bidder or Proposer for State Contracts; and/or Withholding of payment(s) due under the Contract until the Contractor is in compliance. Tuesday, October 29, 2013 65 31.27 Public Records Access, Public Records, and Records Retention It is the intention of the State to maintain an open and public process in the solicitation, submission, review, and approval of procurement activities. Records may not be available for public inspection prior to issuance of the notice of intent to award or the award of the Contract. Section 19.36(3) of the Wisconsin Statutes provides that all records produced or collected by a Contractor under a State Contract be made available for inspection and copying pursuant to a request made under Wisconsin’s Public Records Law. Therefore, Contractor shall (a) retain all records and documents produced or collected under this Contract, including but not limited to financial and operations records and supporting documentation sufficient to document the performance of its obligations hereunder and the related Fees charged to the State. Contractor shall retain such records for a minimum of five (5) years following the termination of this Contract, or while litigation directly related to this Contract is pending, whichever is later, and (b) upon notice from the State, provide the State and its agents and representatives with reasonable access to such records and documentation. Contractor shall not invoice the State for any costs associated with such record collection, retention, or production under this Contract pursuant to a Public Records Request. 31.28 Time is of the Essence Timely provision of the Goods or Services required under this Contract shall be of the essence of the Contract, including the provisions of the Goods or Services within the time agreed or on a date specified herein. 31.29 Disclosure If a State public official (s. 19.42, Wis. Stats.), a member of a State public official's immediate family, or any organization in which a State public official or a member of the official's immediate family owns or controls a ten percent (10%) interest, is a party to this agreement, and if this agreement involves payment of more than three thousand dollars ($3,000) within a twelve (12) month period, this Contract is voidable by the State unless appropriate disclosure is made according to s. 19.45(6), Wis. Stats., before signing the Contract. Disclosure must be made to the State of Wisconsin Ethics Board, 44 East Mifflin Street, Suite 601, Madison, Wisconsin 53703 (Telephone 608-2668123). State classified and former employees and certain University of Wisconsin faculty/staff are subject to separate disclosure requirements, s. 16.417, Wis. Stats. 31.30 Force Majeure Neither party shall be in default by reason of any failure in performance of this Agreement in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party. 31.31 Foreign Corporation The Contractor shall conform to all the requirements of Chapter 180, Wisconsin Statutes, relating to a foreign corporation (i.e., any corporation other than a Wisconsin corporation), and shall possess a certificate of authority from the Wisconsin Department of Financial Institutions, unless the corporation is transacting business in interstate commerce or is otherwise exempt from the requirement of obtaining a said certificate. 31.32 Storage of Data The Contractor shall store all Data within the contiguous United States to include, but not be limited to, current database data, back-up data, and the archived data (the State does not allow for off-shore storage of Confidential Information). Tuesday, October 29, 2013 66 31.33 Change in Law 31.33.1 State shall have the right to renegotiate the terms and conditions of this Contract to the extent required to accommodate a change in governing law or policy that, in the sole discretion of the State, either substantially and unreasonably enlarges the Contractor’s duties hereunder, or renders performance, enforcement or compliance with the totality of this Contract impossible, patently unreasonable, or unnecessary. 31.33.2 This Contract may be terminated at the discretion of the State following any amendment to, or judicial interpretation of, Federal or State law that renders performance, enforcement or compliance with the totality of this Contract impossible, patently unreasonable, or unnecessary; or renders accomplishment of this Contract’s objectives impossible, patently unreasonable, or unnecessary. 31.34 No Third Party Beneficiary This Contract shall be solely and specifically between and for the benefit of the Parties, and their respective successors and assigns, and no other person shall have any rights, interest, or claims thereunder or be entitled to any benefits under or on account of this Contract as a Third Party beneficiary or otherwise. 31.35 Notice of Change in Financial Condition If, during the Life of this Contract, the Contractor experiences a change in its financial condition that may affect its ability to perform under this Contract, or experiences a change of ownership or control, the Contractor shall immediately notify the State’s Contract Manager in writing. Failure to notify the State of such a change in financial condition or change of ownership or control shall be sufficient grounds for Contract termination. 32.0 REQUIRED FORMS AND ATTACHMENTS The following forms must be completed and submitted with the Proposal. Blank forms are attached. FORM: Request for Proposal (DOA-3261) FORM: Vendor Information (DOA-3477) FORM: Vendor Reference (DOA-3478) FORM: Designation of Confidential and Proprietary Information (DOA-3027) FORM: Cooperative Purchasing Service (DOA-3333) FORM: Debarment Form ATTACHMENT A: Fee Proposal ATTACHMENT B: Mandatory Requirements ATTACHMENT C: Availability Worksheet ATTACHMENT D: Proposer Exceptions 33.0 LIST OF PROPOSAL APPENDICES APPENDIX A – Supplemental Information A-1: Bank Reconciliation/Canceled Draft/Positive Pay Record Format A-2: State of Wisconsin Building Commission Line of Credit A-3: Department of Revenue A-4: Department of Revenue – Lottery Securities Custodial Services A-5: Department of Corrections – Inmate Trust Funds A-6: Department of Children and Families – Bureau of Child Support: Special Reports A-7: Daily Consolidated Collected and Ledger Balances A-8: State Controller’s Office Pledged Securities APPENDIX B – Lockbox Procedures and Instructions APPENDIX C – Lockbox Remittance Documents APPENDIX D – Department of Revenue Processing Statistics APPENDIX E – Chapter 34 Wisconsin Statutes APPENDIX F – Consolidated Account Analysis Tuesday, October 29, 2013 67